As of the Effective Date, the Company agrees to pay Cryan $12,500 per month as an employee, which amount is incremental to compensation paid to Cryan as a member of the Board as addressed in Section 4(b) below. In addition, Cryan shall be eligible, but not required, to participate in all of the Company’s benefits programs as exist now or in the future effective on the first day of the month following the Effective Date, and if so chosen an appropriate amount for such payments (consistent with schedules in effect for the other Company’s officers) shall be withheld by the Company. Cryan shall not be eligible for any other Company benefits.

As compensation for the Manager’s service on the Board of Managers, ReGenX will # pay the Manager an annual fee of $40,000, payable within ten days after the execution of this Agreement and thereafter on each anniversary date of the date of this Agreement so long as the Manager serves on the Board of Managers, and # grant to the Manager an equity incentive consisting of 6,420,000 Class B Units of ReGenX. It is understood by the Manager that ReGenX is in the process of raising equity capital through the sale of Preferred Units and ReGenX wishes to compensate the Manager for the dilution caused by such sale. Accordingly in the event that # ReGenX closes a sale of Preferred Units on or before December 31, 2013 and # the Manager remains a member of the Board of Managers of ReGenX at the time of such sale then, no later than promptly following such sale, ReGenX will grant the Manager such number of additional shares of Class B Units of ReGenX as is necessary to maintain Manager’s 2.5% equity interest in ReGenX, on a fully diluted basis. The terms and conditions of the Class B Units and the grant are governed by the ReGenX Fifth Amended and Restated Limited Liability Company Agreement, the ReGenX 2009 Equity Incentive Plan and the Manager’s Class B Equity Interest Award Agreement, a copy of each of which has been provided to the Manager.

For the Services to be rendered by Advisors hereunder, Advisors shall receive an annual fee (the “Management Fee”) equal to $2,000,000 to be split equally among the Advisors. The Company shall pay the Management Fee in quarterly installments, in advance, equal to $500,000. Within ten (10) days of the date hereof, the Company shall pay Advisors an amount representing the pro rata portion of the Management Fee for the quarter ending June 30, 2015.

The members of the Committee shall serve without compensation for their services hereunder.

Compensation, Expenses and Indemnity. The Administrator shall serve without compensation for services rendered hereunder. The Administrator is authorized at the expense of the Employer to employ such legal counsel and recordkeeper as it may deem advisable to assist in the performance of its duties hereunder. Expense and fees in connection with the administration of this Agreement shall be paid by the Employer.

Business Expenses and Final Compensation. The Executive acknowledges that he has been reimbursed by the Company for all business expenses incurred in conjunction with the performance of his employment and that no other reimbursements are owed to him. The Executive further acknowledges that he has received payment in full for all services rendered in conjunction with his employment by the Company, including payment for all wages, bonuses, and accrued, unused vacation time, and that no other compensation is owed to him except as provided in the Agreement.

In full consideration of the provision of the services of the Administrator, the Company shall reimburse the Administrator for the costs and expenses incurred by the Administrator in performing its obligations and providing personnel and facilities hereunder. The amount and nature of such reimbursements shall be presented for review, on not less than a quarterly basis, to the members of the audit committee of the Board, or in lieu thereof, to a committee of the Board, all of the members of which are not “interested persons” of the Company, as such term is defined under the Investment Company Act. The Company will bear all costs and expenses that are incurred in its operation, administration and transactions and not specifically assumed by ​ LLC (the “Adviser”), pursuant to that certain Second Amended and Restated Investment Advisory Agreement, dated as of May 27, 2021 by

Compensation. Client will pay Consultant the fees as set forth in [Exhibit A] for Services rendered pursuant to this Agreement as Consultant’s sole compensation for such Services. Consultant will be reimbursed only for # reasonable travel costs (including transportation, hotel and meal expenses) incurred directly in connection with any Services to be provided to Client hereunder, and # such other expenses that have been approved in advance in writing by Client, provided Consultant has furnished such documentation for authorized expenses as Client may reasonably request. Payment of Consultant’s fees and expenses will be as set forth in [Exhibit A]. Upon termination of this Agreement for any reason, Consultant will be paid fees on the basis stated in [Exhibit A] for Services that have been provided as of such termination date. As detailed in Section 9 below, compensation for any contractor to or employee of Consultant, other than ​ the parties agree may provide services hereunder, will be detailed in a separate written addendum signed by both parties.

Compensation. In consideration of Employee’s employment with the Company, execution of this Agreement, and compliance with all terms and conditions set forth herein, the Company agrees to provide Employee the compensation and benefits set forth in this Article III of the Agreement.

Compensation. During the period of his employment by the Company under this Agreement and for the covenants and obligations of the Executive contained herein, the Executive shall be compensated as follows: