Consulting Fee. Commencing as of the Effective Date and continuing thereafter during the term of this Agreement, the Company shall pay the Consultant a base consulting fee at the rate of Four-hundred thousand dollars ($250,000) per annum, payable Thirty-three thousand, three-hundred and thirty-three dollars ($20,833.33) per month.

Consulting Fee. No cash remuneration shall be paid hereunder.

As payment for the Consulting Services rendered pursuant to this Agreement, the Company will pay, and Executive will accept, a consulting fee at the rate of $250,000 per year (the “Consulting Fee”). The payment of the Consulting Fee will be made in substantially equal installments on the first day of each month of the Consulting Term, or soon as practicable after such date. The Company will reimburse Executive for all reasonable and documented expenses incurred by Executive in the performance of Executive’s duties under the Consulting Arrangement, provided that all significant expenses to be incurred by Executive in connection with the Consulting Arrangement will require the prior approval of the CEO of Southern.

Consulting Fee, Expenses. In consideration of entering into this Agreement and the Services rendered to Company, Consultant shall provide services and receive compensation as described in the attached Exhibit A.

Consulting. I agree to serve as a consultant to the Company for the period commencing on the date of this Agreement and concluding on the date set forth on Exhibit A hereto, subject to the termination of this Agreement in accordance with Section 7. The period during which I serve as a consultant to the Company is referred to as the "Consulting Period".

Consulting Fee/Cost and Expenses/Payment. The Company and Consultant agree:

The Supplier agrees to pay the Buyer USD$3500 a month, beginning March 15th, and paid on the 1st of each month thereafter, in consulting fees (the Consulting Fee ). The Supplier reserves the right to cancel the Consulting Fee with 30 days notice.

Compensation. During the Term, the Company shall pay the Consultant a consulting fee in the amount of USD$40,000 per month for performing the Consulting Services, payable in arrears, with any partial periods prorated accordingly (the “Consulting Fee”). The Company shall undertake such tax reporting as it deems necessary in connection with payment of the Consulting Fee and any other compensation paid to Consultant under this Agreement. This Section 4 sets forth all the compensation to which the Consultant may be entitled by reason of providing Consulting Services.

Consulting Fees. The Consulting Fees for the Consultant’s services shall be paid at the rate of $245 per hour. Consultant shall provide a written invoice on a bi-weekly basis, setting forth a description of the work performed and the associated hours.

Consulting Period. Effective as of the day immediately following the Retirement Date and through December 31, 2024 (such period, the “Consulting Period” and such date, the “Consulting Period Termination Date”), Executive shall # assist with the onboarding of the Successor Chief Executive Officer, # assist with the transition of the roles, responsibilities and duties of the chief executive officer of the Company to the Successor Chief Executive Officer, # assist with key client management, and # provide any other transition services and support to the Successor Chief Executive Officer and the Company as mutually agreed by the Board of Directors of the Company (the “Board”), the Successor Chief Executive Officer and Executive (the “Consulting Services”).

Amendment Fee. As consideration for this Amendment, Borrower shall pay Lender an amendment fee in the amount of Three Thousand Five Hundred and 00/100ths Dollars ($3,500.00). The amounts described in this paragraph shall be in addition to, and not in lieu of, the interest, fees and other charges owing under the Loan Documents.

Facility Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Revolving Commitment in accordance with its Applicable Percentage, a facility fee equal to the Applicable Rate times the actual daily amount of the Aggregate Revolving Commitments (or, if the Aggregate Revolving Commitments have terminated, on the Total Revolving Outstandings), regardless of usage, subject to adjustment as provided in [Section 2.16]. The facility fee shall accrue at all times during the Availability Period (and thereafter so long as any Revolving Loans, Swing Line Loans or L/C Obligations remain outstanding), including at any time during which one or more of the conditions in Article IV is not met, and shall be due and payable quarterly in arrears on the last Business Day of each March, June, September and December, commencing with the first such date to occur after the Closing Date, and on the last day of the Availability Period (and, if applicable, thereafter on demand); provided, that no such facility fee shall accrue on the unused Revolving Commitment of a Defaulting Lender so long as such Lender shall be a Defaulting Lender. The facility fee shall be calculated quarterly in arrears, and if there is any change in the Applicable Rate during any quarter, the actual daily amount shall be computed and multiplied by the Applicable Rate separately for each period during such quarter that such Applicable Rate was in effect.

Ticking Fee. The Borrower shall pay to the Administrative Agent for the account of each Lender with a Term Loan Commitment in accordance with its Applicable Percentage, a ticking fee equal to the Applicable Rate times the actual daily amount of the unused Aggregate Term Loan Commitments.

Funding Fee. [[Organization B:Organization]] shall pay to [[Organization C:Organization]] a Funding Fee for each Participated Mortgage Loan as compensation for [[Organization C:Organization]]’s costs and expenses incurred in connection with underwriting and processing its purchase of the Participation Interest in such Participated Mortgage Loan and administering such Participation Interest hereunder. The Funding Fee with respect to any Participated Mortgage Loan shall be: # earned in full by [[Organization C:Organization]] on the related Purchase Date; and # payable to [[Organization C:Organization]] by [[Organization B:Organization]] upon the earlier to occur of the date on which: # all or any portion of the related Participation Interest is to be repurchased by [[Organization B:Organization]] from [[Organization C:Organization]] as contemplated by and in accordance with the terms of this Agreement; # such Participated Mortgage Loan is sold to a Take-Out Purchaser as contemplated by and in accordance with the terms of this Agreement; or # the entire principal balance of such Participated Mortgage Loan has been paid in full by the related Borrower.

Issuance Fee. In addition to the foregoing commission, the Borrower shall pay directly to the applicable Issuing Lender, for its own account, an issuance fee with respect to each Letter of Credit issued by such Issuing Lender in an amount equal to 0.125% per annum on the daily maximum available amount available to be drawn under such Letter of Credit issued by such Issuing Lender. Such issuance fee shall be payable quarterly in arrears on the last Business Day of each calendar quarter commencing with the first such date to occur after the issuance of such Letter of Credit, on the Revolving Credit Maturity Date and thereafter on demand of the applicable Issuing Lender. For the avoidance of doubt, such issuance fee shall be applicable to and paid upon each of the Existing Letters of Credit.

Commitment Fee. Commencing on the Closing Date, subject to [Section 5.15(a)(iii)(A)], the Borrower shall pay to the Administrative Agent, for the account of the Revolving Credit Lenders, a non-refundable commitment fee (the "Commitment Fee") in Dollars at a rate per annum equal to the Applicable Margin on the average daily unused portion of the Revolving Credit Commitment of the Revolving Credit Lenders (other than the Defaulting Lenders, if any); provided, that the amount of outstanding Swingline Loans shall not be considered usage of the Revolving Credit Commitment for the purpose of calculating the Commitment Fee. The Commitment Fee shall be payable in arrears on the last Business Day of each calendar quarter during the term of this Agreement commencing December 29, 2017 and ending on the date upon which all Obligations (other than contingent indemnification obligations not then due) arising under the Revolving Credit Facility shall have been indefeasibly and irrevocably paid and satisfied in full, all Letters of Credit have been terminated or expired and the Revolving Credit Commitment has been terminated. The Commitment Fee shall be distributed by the Administrative Agent to the Revolving Credit Lenders pro rata in accordance with such Revolving Credit Lenders' respective Revolving Credit Commitment Percentages.

Late Fee. Any principal or interest due under this Agreement, the Revolver Note, or any other Loan Document which is not paid within ten (10) days after its due date (whether as stated, by acceleration or otherwise) shall be subject to a late payment charge of five percent (5.00%) of the total payment due, in addition to the payment of interest. Borrowers agree to pay and stipulates that five percent (5.00%) of the total payment due in a reasonable amount for a late payment charge. Borrowers shall pay the late payment charge upon demand by the Bank or, if billed, within the time specified, and in immediately available funds, US Dollars.

Commitment Fee. In consideration of undertakings by Holder herein, Company will pay to Holder a fee in the amount of Forty-Five Thousand Dollars ($45,000) (the “Commitment Fee”). The Commitment Fee will be due and payable in full on the Maturity Date of this Note.

Origination Fee. A fee of 6% shall be earned from each advance made from this Agreement.

Facility Fee. [Section 9.1] is amended to read in its entirety as follows: