The Series shall pay to the Manager a one-time negotiation fee (the “Negotiation Fee”) in an amount not to exceed $51,600, which amount is inclusive of the Manager’s compensation and associated out-of-pocket costs and expenses described in this section and represents four percent (4%) of the $1,200,000 initial advisory payment payable by the Series to the Client under the Brand Advisory Agreement; provided, that if, following the termination or completion of the Offering, the amount of such initial advisory payment actually paid to the Client is less than $1,200,000, the Negotiation Fee shall be adjusted downward to equal four percent (4%) of the amount actually paid. The Negotiation Fee covers costs and expenses incurred in identifying, sourcing, structuring, negotiating, documenting and closing the Brand Advisory Agreement, including fees and expenses payable to any agent or intermediary of the Client and customary deal expenses such as travel and lodging, diligence and background checks, third-party research, legal and documentation costs and closing-related technology or data-room charges.

The Negotiation Fee shall be payable at or promptly following each closing of the Offering from the gross proceeds of the Offering.

Subject to Section 6.3 of the Operating Agreement, the Manager may be reimbursed by the Series for operating expenses assumed or advanced by the Manager on behalf of the Series pursuant to an Operating Expense Reimbursement Obligation or as otherwise determined by the Manager in accordance with the Operating Agreement.

The Manager has waived its right to reimbursement for Offering expenses advanced on behalf of the Series.