Common use of Compensation and Expense Reimbursement Clause in Contracts

Compensation and Expense Reimbursement. (a) In consideration for the Wholesaler performing its obligations under this Agreement, the Dealer Manager shall pay the Wholesaler a sourcing fee (the “Sourcing Fee”) equal to 1.80% of the Selling Price of each of the Offered Shares sold by Participating Broker-Dealers who entered into dealer agreements with the Dealer Manager primarily as a result of the efforts of RCAP Service Providers (“RCAP Sales”); provided, however, the Sourcing Fee shall be payable solely from that portion of the Dealer Manager Fee that is (i) actually received by the Dealer Manager from the Company pursuant to Section 3,3 of the Dealer Manager Agreement, and (ii) not reallowed to any Participating Broker-Dealer pursuant to Section 3.3 of the Dealer Manager Agreement (a “Sourcing Fee Reallowance”) in respect of any RCAP Sales. (b) The Sourcing Fee shall be paid substantially concurrently with the receipt of corresponding payments to the Dealer Manager from the Company pursuant to Section 3.3 of the Dealer Manager Agreement, but in no event no later than five business days thereafter. (c) The Dealer Manager also will reimburse the Wholesaler for all costs and expenses incurred that are: (i) in connection with bona fide due diligence activities; and (ii) incident to the Offering, but only to the extent such costs or expenses (A) are permitted pursuant to prevailing rules and regulations of FINRA, (B) would have been incurred by the Dealer Manager if the Wholesaler had not incurred them, and (C) are otherwise eligible for reimbursement from the Company pursuant to Section 3.6 of the Dealer Manager Agreement. The Wholesaler will present the Dealer Manager with itemized and detailed invoices for all incurred costs and expenses that are reimbursable pursuant to this Section 3(c). The Dealer Manager will submit such request to the Company within five business days following receipt of such invoices and will reimburse the Wholesaler within five business days following receipt of funds from the Company for such reimbursement.

Compensation and Expense Reimbursement. (a) In consideration for the Wholesaler performing its obligations under this Agreement, the Dealer Manager shall pay the Wholesaler a sourcing fee (the “Sourcing Fee”) equal to 1.80% of the Selling Price of each of the Offered Shares sold by Participating Broker-Dealers who entered into dealer agreements with the Dealer Manager primarily as a result of the efforts of RCAP RCS Service Providers (“RCAP RCS Sales”); provided, however, the Sourcing Fee shall be payable solely from that portion of the Dealer Manager Fee that is (i) actually received by the Dealer Manager from the Company pursuant to Section 3,3 of the Dealer Manager Agreement, and (ii) not reallowed to any Participating Broker-Dealer pursuant to Section 3.3 of the Dealer Manager Agreement (a “Sourcing Fee Reallowance”) in respect of any RCAP RCS Sales. (b) The Sourcing Fee shall be paid substantially concurrently with the receipt of corresponding payments to the Dealer Manager from the Company pursuant to Section 3.3 of the Dealer Manager Agreement, but in no event no later than five business days thereafter. (c) The Dealer Manager also will reimburse the Wholesaler for all costs and expenses incurred that are: (i) in connection with bona fide due diligence activities; and (ii) incident to the Offering, but only to the extent such costs or expenses (A) are permitted pursuant to prevailing rules and regulations of FINRA, (B) would have been incurred by the Dealer Manager if the Wholesaler had not incurred them, and (C) are otherwise eligible for reimbursement from the Company pursuant to Section 3.6 of the Dealer Manager Agreement. The Wholesaler will present the Dealer Manager with itemized and detailed invoices for all incurred costs and expenses that are reimbursable pursuant to this Section 3(c). The Dealer Manager will submit such request to the Company within five business days following receipt of such invoices and will reimburse the Wholesaler within five business days following receipt of funds from the Company for such reimbursement.

Compensation and Expense Reimbursement. (a) In consideration for the Wholesaler performing its obligations under this Agreement, the Dealer Manager shall pay the Wholesaler a sourcing fee (the “Sourcing Fee”) equal to 1.803.375% of the Selling Price of each of the Offered Shares sold by Participating Broker-Dealers who entered into dealer agreements with the Dealer Manager primarily as a result of the efforts of RCAP RCS Service Providers (“RCAP RCS Sales”); provided, however, the Sourcing Fee shall be payable solely from that portion of the Dealer Manager Fee that is (i) actually received by the Dealer Manager from the Company pursuant to Section 3,3 of the Dealer Manager Agreement, and (ii) not reallowed to any Participating Broker-Dealer pursuant to Section 3.3 of the Dealer Manager Agreement (a “Sourcing Fee Reallowance”) in respect of any RCAP RCS Sales. (b) The Sourcing Fee shall be paid substantially concurrently with the receipt of corresponding payments to the Dealer Manager from the Company pursuant to Section 3.3 of the Dealer Manager Agreement, but in no event no later than five business days thereafter. (c) The Dealer Manager also will reimburse the Wholesaler for all costs and expenses incurred that are: (i) in connection with bona fide due diligence activities; and (ii) incident to the Offering, but only to the extent such costs or expenses (A) are permitted pursuant to prevailing rules and regulations of FINRA, (B) would have been incurred by the Dealer Manager if the Wholesaler had not incurred them, and (C) are otherwise eligible for reimbursement from the Company pursuant to Section 3.6 3.5 of the Dealer Manager Agreement. The Wholesaler will present the Dealer Manager with itemized and detailed invoices for all incurred costs and expenses that are reimbursable pursuant to this Section 3(c). The Dealer Manager will submit such request to the Company within five business days following receipt of such invoices and will reimburse the Wholesaler within five business days following receipt of funds from the Company for such reimbursement.

Compensation and Expense Reimbursement. As compensation for your services, Somaxon shall pay you $200.00 per hour. Total hours will be limited initially to up to ten (a10) In consideration for pre-authorized hours per month, unless additional hours are further authorized by Somaxon in writing. During the Wholesaler performing its obligations under this AgreementTerm, all of your unexercised stock options, restricted stock units and such other awards (collectively, the Dealer Manager shall pay “Stock Awards”) granted pursuant to the Wholesaler a sourcing fee Company’s 2004 Equity Incentive Award Plan or 2005 Equity Incentive Award Plan (the “Sourcing FeePlans”) equal and related Stock Award agreements shall continue to 1.80% vest and be exercisable, if applicable, pursuant to the terms of the Selling Price of each Plans and related Stock Award agreements pursuant to which they were granted. Following the expiration of the Offered Shares sold Term, the vested Stock Awards shall be exercisable by Participating Broker-Dealers who entered into dealer agreements you in accordance with the Dealer Manager primarily terms of the Plans, related Stock Award agreements pursuant to which they were granted and the Separation Agreement between you and Somaxon dated as of October 1, 2011. There shall be no break in service as a result of the efforts your conversion from an employee to an independent contractor for purposes of RCAP Service Providers (“RCAP Sales”); providedyour Stock Awards. In addition, however, the Sourcing Fee you shall be payable solely from that portion reimbursed for air travel (economy class), and all reasonable living expenses, including but not limited to car rental, meals and lodging incurred by you when associated with the rendering of the Dealer Manager Fee that is (i) actually received by the Dealer Manager your services at locations away from the Company pursuant San Diego area, subject to Section 3,3 the prior written approval of the Dealer Manager Agreement, and (ii) not reallowed to any Participating Broker-Dealer pursuant to Section 3.3 of the Dealer Manager Agreement (a “Sourcing Fee Reallowance”) in respect of any RCAP Sales. (b) The Sourcing Fee Somaxon. You shall be paid substantially concurrently with solely responsible for all other expenses incurred in the performance of your services under this Agreement. Somaxon shall make all payments to you hereunder within thirty (30) days of receipt of corresponding payments an invoice from you itemizing your hours spent providing services hereunder and permitted expenses, including receipts for incidental expenses in excess of $25.00. All payments, including reimbursements for actual expenditures, shall be included in your gross income as compensation for services rendered and accordingly reported on your IRS Form 1099. You shall be responsible for payment of all taxes, including Social Security taxes, on income earned under this Agreement as none will be withheld by Somaxon. Your invoices shall be e-mailed to the Dealer Manager from the Company pursuant to Section 3.3 of the Dealer Manager Agreement, but in no event no later than five business days thereafterSomaxon at xxxxxxxxxxxxxxx@xxxxxxx.xxx. (c) The Dealer Manager also will reimburse the Wholesaler for all costs and expenses incurred that are: (i) in connection with bona fide due diligence activities; and (ii) incident to the Offering, but only to the extent such costs or expenses (A) are permitted pursuant to prevailing rules and regulations of FINRA, (B) would have been incurred by the Dealer Manager if the Wholesaler had not incurred them, and (C) are otherwise eligible for reimbursement from the Company pursuant to Section 3.6 of the Dealer Manager Agreement. The Wholesaler will present the Dealer Manager with itemized and detailed invoices for all incurred costs and expenses that are reimbursable pursuant to this Section 3(c). The Dealer Manager will submit such request to the Company within five business days following receipt of such invoices and will reimburse the Wholesaler within five business days following receipt of funds from the Company for such reimbursement.

Compensation and Expense Reimbursement. (a) In consideration for the Wholesaler performing its obligations under this Agreement, the Dealer Manager shall pay the Wholesaler a sourcing fee (the “Sourcing Fee”) that accrues daily equal to 1.80(i) 1/365th of 0.55% of the Selling Price Company’s NAV allocable to the Company’s outstanding Primary Shares for such day, multiplied by (ii) the percentage equal to the number of each of the Offered Primary Shares sold by Participating Broker-Dealers who entered into dealer agreements with the Dealer Manager Dealers, which sales resulted primarily as a result of from the efforts of RCAP RCS Service Providers (“RCAP RCS Sales”) outstanding on such day divided by the total number of Primary Shares outstanding on such day (the “Pro Rata Share”); provided, however, the Sourcing Fee shall be payable solely from that portion of the Dealer Manager Fee that is (i) actually received by the Dealer Manager from the Company pursuant to Section 3,3 5.2(c) of the Dealer Manager Agreement, and (ii) not reallowed to any Participating Broker-Dealer pursuant to Section 3.3 5.2(c) of the Dealer Manager Agreement (a “Sourcing Fee Reallowance”) in respect of any RCAP RCS Sales. (b) Whether or not a sale of Primary Shares constitutes an RCS Sale shall be determined by the Representatives in their sole discretion in a manner that shall be mutually agreed upon between the Representatives. (c) The Sourcing Fee shall be paid substantially concurrently with the receipt of corresponding payments to the Dealer Manager from the Company pursuant to Section 3.3 5.2(c) of the Dealer Manager Agreement, but in no event no later than five business days thereafter. (cd) The Dealer Manager also will reimburse the Wholesaler for all costs and expenses incurred that are: (i) pre-approved by the Dealer Manager; (ii) in connection with bona fide due diligence activities; and (iiiii) incident to the Offering, but only to the extent such costs or expenses (A) are permitted pursuant to prevailing rules and regulations of FINRA, (B) would have been incurred by the Dealer Manager if the Wholesaler had not incurred them, and (C) are otherwise eligible for reimbursement from the Company pursuant to Section 3.6 3.2 or Section 3.3 of the Dealer Manager Agreement. The Wholesaler will present the Dealer Manager with itemized and detailed invoices for all incurred costs and expenses that are reimbursable pursuant to this Section 3(c). The Dealer Manager will submit such request to the Company within five business days following receipt of such invoices and will reimburse the Wholesaler within five business days following receipt of funds from the Company for such reimbursement.

Compensation and Expense Reimbursement. (a) In consideration for the Wholesaler performing its obligations under this Agreement, the Dealer Manager Company shall pay the Wholesaler a sourcing fee (the “Sourcing Fee”) Distribution Fee equal to 1.803% of the Selling Price of each purchase price of the Offered Shares sold by Participating Broker-Dealers who entered into dealer agreements each Additional Selling Agent (it being understood that the Company shall pay each Additional Selling Agent's share of selling commission directly to such Additional Selling Agent in accordance with the Dealer Manager primarily as a result of the efforts of RCAP Service Providers (“RCAP Sales”applicable Additional Selling Agent Agreement); provided, however, the Sourcing which Distribution Fee shall be payable solely from that portion the distribution fee equal to 3% of the Dealer Manager Fee purchase price of the sale of Shares that is (i) actually received by the Dealer Manager Company from the Company pursuant to Section 3,3 Trust in connection with an Additional Selling Agent’s sale of the Dealer Manager Agreement, and (ii) not reallowed to any Participating Broker-Dealer pursuant to Section 3.3 of the Dealer Manager Agreement (a “Sourcing such Shares. Such Distribution Fee Reallowance”) will be paid in respect of any RCAP Saleseach subscription as promptly as possible. (b) The Sourcing With respect to Shares sold to participants in an Additional Selling Agent's “wrap account” program and which participate in such program, the Wholesaler shall still receive the same Distribution Fee shall be paid substantially concurrently with as listed in Section 2(a) provided the receipt of corresponding payments Wholesaler meets the eligibility requirements to the Dealer Manager from the Company pursuant to Section 3.3 of the Dealer Manager Agreement, but in no event no later than five business days thereafterreceive such compensation. (c) Furthermore, the Company shall not compensate the Wholesaler unless the wholesaler is legally qualified and permitted to receive such compensation. (d) The Dealer Manager Company shall also will reimburse the Wholesaler for all costs and expenses incurred that are: (i) in connection with bona fide due diligence activities; and (ii) incident to the Offering, but only to the extent such costs or expenses (A) are permitted pursuant to prevailing rules and regulations activities upon presentation of FINRA, (B) would have been incurred by the Dealer Manager if the Wholesaler had not incurred them, and (C) are otherwise eligible for reimbursement from the Company pursuant to Section 3.6 of the Dealer Manager Agreement. The Wholesaler will present the Dealer Manager with itemized and detailed invoices invoices. (e) Notwithstanding any other provision of this Agreement to the contrary, the Company shall have sole discretion to accept or reject any subscription for the Shares in whole or in part. (f) The Company agrees to make all incurred costs and expenses that are reimbursable payments to the Wholesaler pursuant to this Section 3(c). The Dealer Manager will submit such request to Sections 2(a) and (b) substantially concurrently with the Company within five acceptance of a subscriber as a stockholder by the Trust but in no event no later than 10 business days following receipt the end of such invoices and will reimburse the Wholesaler within five business days following receipt of funds from the Company for such reimbursementeach month in which compensation is earned.

Compensation and Expense Reimbursement. In consideration of the -------------------------------------- services to be rendered by you pursuant hereto, the character and sufficiency of which the Company hereby acknowledges, the Company agrees to pay you, in cash, the following non-refundable amounts: (a) In consideration for A fee, payable on the Wholesaler performing its obligations under this Agreementthird business day after completion of the Rights Offering by wire transfer of immediately available funds to an account designated by DLJ, the Dealer Manager shall pay the Wholesaler a sourcing fee (the “Sourcing Fee”) equal to 1.803% of the Selling aggregate Subscription Price of each of the Offered for all Underlying Shares sold by Participating Broker-Dealers who entered into dealer agreements issued in connection with the Dealer Manager primarily as a result of the efforts of RCAP Service Providers (“RCAP Sales”); providedRights Offering, however, the Sourcing Fee shall be payable solely from that portion of the Dealer Manager Fee that is (i) actually received excluding Underlying Shares purchased by the Dealer Manager from Tracinda Group and Underlying Shares purchased by Record Date Holders upon exercise of such Holders' basic subscription privilege and oversubscription privilege as described in the Company pursuant to Section 3,3 of the Dealer Manager Agreement, and (ii) not reallowed to any Participating Broker-Dealer pursuant to Section 3.3 of the Dealer Manager Agreement (a “Sourcing Fee Reallowance”) in respect of any RCAP Sales.Prospectus; and (b) The Sourcing Fee Whether or not the Rights Offering is effected and whether or not this Agreement has expired or has been terminated, the Company shall pay (i) all expenses of preparation, printing, filing, mailing and dissemination of the Rights Offering Material and any other documents related to the Rights Offering; (ii) all fees and expenses paid by brokers, dealers (including you), commercial banks, trust companies and nominees for their customary mailing and handling expenses incurred in forwarding Rights Offering Material and any other documents related to the Rights Offering to their customers; (iii) all fees and expenses of the Subscription Agent and any information agent or other persons rendering services in connection with the Rights Offering; (iv) all advertising charges; (v) all filing fees applicable to any transaction addressed herein required to be paid substantially concurrently to any governmental or regulatory agency (including any required of you by the National Association of Securities Dealers, Inc.); (vi) all fees and expenses payable in connection with the receipt of corresponding payments to the Dealer Manager from the Company pursuant to Section 3.3 registration or qualification of the Dealer Manager Agreement, but in no event no later than five business days thereafter. Securities under state securities or "blue sky" laws; (cvii) The Dealer Manager also will reimburse the Wholesaler for all costs listing fees and any other fees and expenses incurred that are: (i) in connection with bona fide due diligence activitiesthe listing on the NYSE of the Securities; and (iiviii) incident to all other expenses incurred in connection with the Rights Offering, but only to the extent such costs or expenses (A) are permitted pursuant to prevailing rules and regulations of FINRA, (B) would have been incurred by the Dealer Manager if the Wholesaler had not incurred them, and (C) are otherwise eligible for reimbursement from the Company pursuant to Section 3.6 of the Dealer Manager Agreement. The Wholesaler will present the Dealer Manager with itemized and detailed invoices for all incurred costs and expenses that are reimbursable pursuant to this Section 3(c). The Dealer Manager will submit such request to the Company within five business days following receipt of such invoices and will reimburse the Wholesaler within five business days following receipt of funds from the Company for such reimbursement.

Compensation and Expense Reimbursement. (a) In consideration for the Wholesaler performing its obligations under this Agreement, the Dealer Manager Company shall pay the Wholesaler a sourcing fee (the “Sourcing Fee”) Distribution Fee equal to 1.803% of the Selling Price of each purchase price of the Offered Shares Units sold by Participating Broker-Soliciting Dealers who entered into dealer agreements with and RIAs in the Dealer Manager primarily as a result of Public Offering from the efforts of RCAP Service Providers (“RCAP Sales”)date this Wholesaling Agreement becomes effective; provided, however, the Sourcing provided that such Distribution Fee shall be payable solely from that reduced by an amount equal to: (i) $40,000.00 per month which shall be retained by the Company, for its services in connection with its performance of periodic DTC and DRS closing and settlements; and (ii) the portion of the Dealer Manager Distribution Fee attributable to the purchase price of Units sold by Soliciting Dealers after this Wholesaling Agreement becomes effective, but only to the extent that such amount is (i) actually received re-allowed to Soliciting Dealers by the Dealer Manager from the Company pursuant to Section 3,3 of an executed Soliciting Dealer Agreement between the Dealer Manager Agreement, Company and (ii) not reallowed to any Participating Broker-Dealer pursuant to Section 3.3 of the Dealer Manager Agreement (a “Sourcing each Soliciting Dealer. Each Distribution Fee Reallowance”) will be paid in respect of any RCAP Saleseach subscription as promptly as possible. (b) The Sourcing With respect to Units sold to participants in an Additional Soliciting Dealer's “wrap account” program and which participate in such program, the Wholesaler shall still receive the same Distribution Fee shall be paid substantially concurrently with as listed in Section 2(a), provided the receipt of corresponding payments Wholesaler meets the eligibility requirements to the Dealer Manager from the Company pursuant to Section 3.3 of the Dealer Manager Agreement, but in no event no later than five business days thereafterreceive such compensation. (c) The Dealer Manager Company shall not compensate the Wholesaler unless the Wholesaler is legally qualified and permitted to receive such compensation. (d) The Company shall also will reimburse the Wholesaler for all costs and expenses incurred that are: (i) in connection with bona fide due diligence activities; and (ii) incident to the Offering, but only to the extent such costs or expenses (A) are permitted pursuant to prevailing rules and regulations activities upon presentation of FINRA, (B) would have been incurred by the Dealer Manager if the Wholesaler had not incurred them, and (C) are otherwise eligible for reimbursement from the Company pursuant to Section 3.6 of the Dealer Manager Agreement. The Wholesaler will present the Dealer Manager with itemized and detailed invoices invoices. (e) Notwithstanding any other provision of this Agreement to the contrary, the REIT shall have sole discretion to accept or reject any subscription for the Units in whole or in part. (f) The Company agrees to make all incurred costs and expenses that are reimbursable payments to the Wholesaler pursuant to this Section 3(c). The Dealer Manager will submit such request to Sections 2(a) and 2(b) substantially concurrently with the Company within five acceptance of a subscriber as a stockholder by the REIT but in no event later than 10 business days following receipt the end of such invoices each month in which a subscriber is accepted as a stockholder and will reimburse the Wholesaler within five business days following receipt of funds from the Company for such reimbursementcompensation is deemed earned.