Common use of DEALER-MANAGER COMPENSATION Clause in Contracts

DEALER-MANAGER COMPENSATION. (i) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), the table below sets forth the amount of sales commissions and additional compensation that the Company will pay in connection with the Offering: L Bond Term Sales Commission Additional Compensation Total 2 years 3.25 % 4.75 % 8.00 % 3 years 4.25 % 3.75 % 8.00 % 5 years 4.90 % 3.10 % 8.00 % 7 years 5.00 % 3.00 % 8.00 % The sales commission and additional compensation equal the percentages of the selling price of each Unit sold in the Offering as set forth above. As described above, additional compensation includes: (i) a Dealer Manager Fee payable to the Dealer Manager in an amount equal to 0.50% of the principal amount of all L Bonds sold; (ii) an accountable expense allowance to the Soliciting Dealers, which may include due-diligence expenses set forth in a detailed and itemized invoice; (iii) wholesaling fees, which may consist of commissions and non-transaction-based compensation of the wholesalers, (iv) non-cash compensation; and (v) up to a 1.00% reallowance to Soliciting Dealers. (ii) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), as compensation for acting as the dealer manager, the Company will pay the Dealer Manager a dealer manager fee in the amount of up to and including 0.50% of the selling price of each Unit sold in the Offering (the “Dealer Manager Fee”). Further, the Dealer Manager is entitled to receive: ● an accountable allowance expense, which includes, subject to Section 3(e), due diligence expenses and wholesaling expenses other than salaries and commissions to the wholesalers; ● a wholesaling fee which may consist of commissions and non-transaction based compensation; and ● non-cash compensation. ● up to a 1.00% reallowance of the selling price to be paid to Soliciting Dealers for each Unit sold. The Dealer Manager may retain or re-allow up to 1.00% of any additional compensation it receives, subject to federal and state securities laws, to the Soliciting Dealer who sold the Units, as described more fully in the Soliciting Dealer Agreement. (iii) All selling commissions and Dealer Manager Fees payable to the Dealer Manager will be paid at least within twenty (20) business days after each subscription for Units is accepted the Company, in an amount equal to the sales commissions plus the Dealer Manager Fee payable with respect to such Units. (iv) In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed eight percent (8.0%) of gross offering proceeds from the Offering in the aggregate. (v) Notwithstanding anything to the contrary contained herein, if the Company pays any selling commission to a Soliciting Dealer of one or more Units and the subscription is rescinded as to one or more of the Units covered by such subscription, then the Company shall decrease the next payment of selling commissions or other compensation otherwise payable to the Soliciting Dealer by the Company under this Agreement by an amount equal to the commission rate established in this Section 3(d), multiplied by the number of Units as to which the subscription is rescinded. If no payment of selling commissions or other compensation is due to the Soliciting Dealer after such withdrawal occurs, then the Soliciting Dealer shall pay the amount specified in the preceding sentence to the Company within a reasonable period of time not to exceed thirty (30) days following receipt of notice by the Soliciting Dealer from the Company stating the amount owed as a result of rescinded subscriptions.

DEALER-MANAGER COMPENSATION. (i) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), the The table below sets forth the amount of sales commissions Sales Commissions and additional compensation Additional Compensation that the Company will pay in connection with the this Offering: L Bond Term Dealer Manager Fee 1.0 % 0.5 % 0.5 % Wholesaler Fee 1.0 % 0.0 % 0.0 % Sales Commission 6.0 % 0.0 % 0.0 % Due Diligence and Dealer Reallowance Fee 1.0 % 1.0 % 0.0 % Total 9.0 % 1.5 % 0.5 % The Sales Commission and Additional Compensation Total 2 years 3.25 % 4.75 % 8.00 % 3 years 4.25 % 3.75 % 8.00 % 5 years 4.90 % 3.10 % 8.00 % 7 years 5.00 % 3.00 % 8.00 % The sales commission and additional compensation equal the percentages of the selling price of each Unit sold for which a sale is completed from the Units offered in the Offering as set forth above. As described above, additional compensation includes: (i) a Dealer Manager Fee dealer-manager fee payable to the Dealer Manager in an amount equal to 0.50% of the principal amount of all L Bonds solddealer manager; (ii) an accountable expense allowance to the Soliciting Dealers, which may include due-diligence expenses set forth in a detailed and itemized invoice; (iii) wholesaling fees, which may consist of commissions and non-transaction-based compensation of the wholesalers, (iviii) non-cash compensation; and (v) up Sales commission as a dealer reallowance to a 1.00% reallowance be paid to Soliciting Dealers, (iv) an accountable due diligence and marketing reallowance fee (as defined in 3(e)). (ii) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), as As compensation for acting as the dealer manager, the Company will pay the Dealer Manager a the dealer manager fee as noted in the amount of up to and including 0.50% of table above assessed against the selling price of each Unit sold for which a sale is completed from the Units offered in the Offering (the “Dealer Manager Fee”). Further, the Dealer Manager is entitled to receive: ● an accountable allowance expense, which includes, subject to Section 3(e), due diligence expenses and wholesaling expenses other than salaries and commissions to the wholesalers; ● a wholesaling fee which may consist of commissions and non-transaction based compensation; and ● non-cash compensation. ● up to a 1.00% reallowance of the selling price to be paid to Soliciting Dealers for each Unit sold. The Dealer Manager may retain or re-allow up to 1.007.0% of any additional compensation it receives, subject to federal and state securities laws, to the Soliciting Dealer who sold the Units, as described more fully in the Soliciting Dealer Agreement. (iii) All selling commissions and Dealer Manager Fees fees payable to the Dealer Manager will be paid at least within twenty (20) business days after each subscription the investor subscribing for Units the Unit is accepted admitted as a shareholder of the Company, in an amount equal to the sales commissions plus the Dealer Manager Fee and dealer manager fee payable with respect to such Units. (iv) In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed eight nine percent (8.09%) of gross offering proceeds from the Offering in the aggregate. (v) Notwithstanding anything to the contrary contained herein, if the Company pays any selling commission to a Soliciting Dealer of one or more Units and the subscription is rescinded as to one or more of the Units covered by such subscription, then the Company shall decrease the next payment of selling commissions or other compensation otherwise payable to the Soliciting Dealer by the Company under this Agreement by an amount equal to the commission rate established in this Section 3(d), multiplied by the number of Units as to which the subscription is rescinded. If no payment of selling commissions or other compensation is due to the Soliciting Dealer after such withdrawal occurs, then the Soliciting Dealer shall pay the amount specified in the preceding sentence to the Company within a reasonable period of time not to exceed thirty (30) days following receipt of notice by the Soliciting Dealer from the Company stating the amount owed as a result of rescinded subscriptions. (vi) Under no circumstances will a commission (whether in cash or otherwise) be paid for the sale of any units sold through a Registered Investment Adviser (“RIA”).

DEALER-MANAGER COMPENSATION. (i) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), the table below sets forth the amount of sales commissions and additional compensation that the Company will pay in connection with the Offering: L Bond Term Sales Commission Additional Compensation Total 2 years 3.25 % 4.75 % 8.00 % 3 years 4.25 % 3.75 % 8.00 % 5 years 4.90 % 3.10 % 8.00 % 7 years 5.00 % 3.00 % 8.00 % The sales commission and additional compensation equal the percentages of the selling price of each Unit sold in the Offering as set forth above. As described above, additional compensation includes: (i) a Dealer Manager Fee payable to the Dealer Manager in an amount equal to 0.50% of the principal amount of all L Bonds sold; (ii) an accountable expense allowance to the Soliciting Dealers, which may include due-diligence expenses set forth in a detailed and itemized invoice; (iii) wholesaling fees, which may consist of commissions and non-transaction-based compensation of the wholesalers, (iv) non-cash compensation; and (v) up to a 1.00% reallowance to Soliciting Dealers. (ii) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), as compensation for acting as the dealer manager, the Company will pay the Dealer Manager a dealer manager fee in the amount of up to and including 0.50% of the selling price of each Unit sold in the Offering (the “Dealer Manager Fee”). Further, the Dealer Manager is entitled to receive: ● an accountable allowance expense, which includes, subject to Section 3(e), due diligence expenses and wholesaling expenses other than salaries and commissions to the wholesalers; ● a wholesaling fee which may consist of commissions and non-transaction based compensation; and ● non-cash compensation. ● up to a 1.00% reallowance of the selling price to be paid to Soliciting Dealers for each Unit sold. The Dealer Manager may retain or re-allow up to 1.00% of any additional compensation it receives, subject to federal and state securities laws, to the Soliciting Dealer who sold the Units, as described more fully in the Soliciting Dealer Agreement. (iii) All selling commissions and Dealer Manager Fees payable to the Dealer Manager will be paid at least within twenty (20) business days after each subscription for Units is accepted the Company, in an amount equal to the sales commissions plus the Dealer Manager Fee payable with respect to such Units. (iv) In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed eight percent (8.0%) of gross offering proceeds from the Offering in the aggregate. (v) Notwithstanding anything to the contrary contained herein, if the Company pays any selling commission to a Soliciting Dealer of one or more Units and the subscription is rescinded as to one or more of the Units covered by such subscription, then the Company shall decrease the next payment of selling commissions or other compensation otherwise payable to the Soliciting Dealer by the Company under this Agreement by an amount equal to the commission rate established in this Section 3(d), multiplied by the number of Units as to which the subscription is rescinded. If no payment of selling commissions or other compensation is due to the Soliciting Dealer after such withdrawal occurs, then the Soliciting Dealer shall pay the amount specified in the preceding sentence to the Company within a reasonable period of time not to exceed thirty (30) days following receipt of notice by the Soliciting Dealer from the Company stating the amount owed as a result of rescinded subscriptions.

DEALER-MANAGER COMPENSATION. (i) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), the table below sets forth the amount of sales commissions and additional compensation that the Company will pay in connection with the Offering: L Bond Term Sales Commission Additional Compensation Total 2 years 3.25 % 4.75 % 8.00 % 3 years 4.25 % 3.75 % 8.00 % 5 years 4.90 % 3.10 % 8.00 % 7 years 5.00 % 3.00 % 8.00 % The sales commission and additional compensation equal the percentages of the selling price of each Unit sold in the Offering as set forth above. As described above, additional compensation includes: (i) a Dealer Manager Fee payable to the Dealer Manager in an amount equal to 0.500.40% of the principal amount of all L Bonds sold; (ii) an accountable expense allowance to the Soliciting Dealers, which may include due-diligence expenses set forth in a detailed and itemized invoice; (iii) wholesaling fees, which may consist of commissions and non-transaction-based compensation of the wholesalers, (iv) non-cash compensation; and (v) up to a 1.00% reallowance to Soliciting Dealers, as fully described in the Soliciting Dealer Agreement. (ii) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), as compensation for acting as the dealer manager, the Company will pay the Dealer Manager a dealer manager fee in the amount of up to and including 0.500.40% of the selling price of each Unit sold in the Offering (the “Dealer Manager Fee”). Further, the Dealer Manager is entitled to receive: ● an accountable allowance expense, which includes, subject to Section 3(e), due diligence expenses and wholesaling expenses other than salaries and commissions to the wholesalers; ● a wholesaling fee which may consist of commissions and non-transaction based compensation; and ● non-cash compensation. ● up to a 1.00% reallowance of the selling price to be paid to Soliciting Dealers for each Unit sold. The Dealer Manager may retain or re-allow up to 1.00% of any additional compensation it receives, subject to federal and state securities laws, to the Soliciting Dealer who sold the Units, as described more fully in the Soliciting Dealer Agreement. (iii) All selling commissions and Dealer Manager Fees payable to the Dealer Manager will be paid at least within twenty (20) business days after each subscription for Units is accepted by the Company, in an amount equal to the sales commissions plus the Dealer Manager Fee payable with respect to such Units. (iv) In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed eight percent (8.0%) of gross offering proceeds from the Offering in the aggregate. (v) Notwithstanding anything to the contrary contained herein, if the Company pays any selling commission to a Soliciting Dealer of one or more Units and the subscription is rescinded as to one or more of the Units covered by such subscription, then the Company shall decrease the next payment of selling commissions or other compensation otherwise payable to the Soliciting Dealer by the Company under this Agreement by an amount equal to the commission rate established in this Section 3(d), multiplied by the number of Units as to which the subscription is rescinded. If no payment of selling commissions or other compensation is due to the Soliciting Dealer after such withdrawal occurs, then the Soliciting Dealer shall pay the amount specified in the preceding sentence to the Company within a reasonable period of time not to exceed thirty (30) days following receipt of notice by the Soliciting Dealer from the Company stating the amount owed as a result of rescinded subscriptions.

DEALER-MANAGER COMPENSATION. (i) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), the The table below sets forth the amount of sales commissions Sales Commissions and additional compensation Additional Compensation that the Company will pay in connection with the this Offering: L Bond Term Dealer Manager Fee 1.0 % 0.5 % 0.5 % Wholesaler Fee 1.0 % 0.0 % 0.0 % Sales Commission 7.0 % 0.0 % 0.0 % Due Diligence Fee 0.0 % 1.0 % 0.0 % Total 9.0 % 1.5 % 0.5 % The Sales Commission and Additional Compensation Total 2 years 3.25 % 4.75 % 8.00 % 3 years 4.25 % 3.75 % 8.00 % 5 years 4.90 % 3.10 % 8.00 % 7 years 5.00 % 3.00 % 8.00 % The sales commission and additional compensation equal the percentages of the selling price of each Unit sold for which a sale is completed from the Units offered in the Offering as set forth above. As described above, additional compensation includes: (i) a Dealer Manager Fee dealer-manager fee payable to the Dealer Manager in an amount equal to 0.50% of the principal amount of all L Bonds solddealer manager; (ii) an accountable expense allowance to the Soliciting Dealers, which may include due-diligence expenses set forth in a detailed and itemized invoice; (iii) wholesaling fees, which may consist of commissions and non-transaction-based compensation of the wholesalers, (iviii) non-cash compensation; and (v) up Sales commission as a dealer reallowance to a 1.00% reallowance be paid to Soliciting Dealers, (iv) an accountable due diligence fee (as defined in 3(e)). (ii) Subject to the special circumstances described in or otherwise provided in the “Plan of Distribution” section of the Prospectus or this Section 3(d), as As compensation for acting as the dealer manager, the Company will pay the Dealer Manager a the dealer manager fee as noted in the amount of up to and including 0.50% of table above assessed against the selling price of each Unit sold for which a sale is completed from the Units offered in the Offering (the “Dealer Manager Fee”). Further, the Dealer Manager is entitled to receive: ● an accountable allowance expense, which includes, subject to Section 3(e), due diligence expenses and wholesaling expenses other than salaries and commissions to the wholesalers; ● a wholesaling fee which may consist of commissions and non-transaction based compensation; and ● non-cash compensation. ● up to a 1.00% reallowance of the selling price to be paid to Soliciting Dealers for each Unit sold. The Dealer Manager may retain or re-allow up to 1.007.0% of any additional compensation it receives, subject to federal and state securities laws, to the Soliciting Dealer who sold the Units, as described more fully in the Soliciting Dealer Agreement. (iii) All selling commissions and Dealer Manager Fees fees payable to the Dealer Manager will be paid at least within twenty (20) business days after each subscription the investor subscribing for Units the Unit is accepted admitted as a shareholder of the Company, in an amount equal to the sales commissions plus the Dealer Manager Fee and dealer manager fee payable with respect to such Units. (iv) In no event shall the total aggregate underwriting compensation payable to the Dealer Manager and any Soliciting Dealers participating in the Offering, including, but not limited to, selling commissions and the Dealer Manager Fee exceed eight nine percent (8.09%) of gross offering proceeds from the Offering in the aggregate. (v) Notwithstanding anything to the contrary contained herein, if the Company pays any selling commission to a Soliciting Dealer of one or more Units and the subscription is rescinded as to one or more of the Units covered by such subscription, then the Company shall decrease the next payment of selling commissions or other compensation otherwise payable to the Soliciting Dealer by the Company under this Agreement by an amount equal to the commission rate established in this Section 3(d), multiplied by the number of Units as to which the subscription is rescinded. If no payment of selling commissions or other compensation is due to the Soliciting Dealer after such withdrawal occurs, then the Soliciting Dealer shall pay the amount specified in the preceding sentence to the Company within a reasonable period of time not to exceed thirty (30) days following receipt of notice by the Soliciting Dealer from the Company stating the amount owed as a result of rescinded subscriptions. (vi) Under no circumstances will a commission (whether in cash or otherwise) be paid for the sale of any units sold through a Registered Investment Adviser (“RIA”).