Tilden Moschetti: My name is Tilden, Moschetti. I'm the founder of Moschetti. Law Group. One question we oftentimes hear is, can I and how can I Compensate others for marketing my syndication?

There are times when raising capital, and it's coming close to the deadline that that you have as a syndicator, when suddenly you find you need lots more cash than you have. And it becomes tempting to
find use other people in order to raise capital. So the question is, how do you compensate others for finding those investments? Well, the basic answer is you can't. So there is an allowance in the
code very specifically for finders. But the the rules that I find that are put on for Finders are so onerous, I would not advise a syndicator to take advantage of paying finder fees at all, I think
that they are the punishment is much too great. And the danger is much too great in order to get into that line of things. So my encouragement would be to not use finders for raising capital for your
especially your reg D offerings. Now for your, what you can do is you can pay licensed broker dealers, they have a license in order to be able to do that they are able to raise money for your
syndication. One way that I have found does work and is completely legal, is to use people in a manner of helping find investors, but pay them according to a just on a straight hourly basis. What the
SEC doesn't want you doing is they don't want you saying hey, I'm gonna pay you 5% of any money that you raise. So they don't want that money tied in any way in order to the fundraising business
itself. But what you can do is you can say I am going to pay you $20 An hour in order to make phone calls, and then bring me a list of people that I can talk to, there is no problem whatsoever in
doing that. They are basically acting as contractors for your business, it's a safe thing to do. You can also have people bring in investors to you, but you just can't pay them. So your friend can
refer an accredited investor to you. You just can't give them money in exchange for Hey, they invested here some cash, what happens if you do get caught doing that, if there ever is a problem in the

syndication itself, and let's say a lawsuit is filed, the the tarnished moment that takes place from having used a finder is it basically puts the whole investment at risk. Now if the entire
syndication comes crumbling down, that means you are responsible for every penny going back to those investors immediately. And so to me, that risk just is too great in order to do it, it is illegal,
and I would not recommend it by any means. So you don't really compensate others in order to find your investment except if they are a licensed broker dealer, then have at it. Now, inside your own
company, you may if your partners are a part of the syndication and are raising money, you're free to kind of negotiate the change how the how the ownership or the pay structure works among print
among officers themselves. So you could say you've got three partners, if whoever brings in the most is going to get an additional 10% of the earnings that you could do, but you can't have underlings
do it either. So I shouldn't say underlings. You can't have non officers take on that role and tie the tie them in order to make any sort of bonus, it's only for officers of the sponsor, that you can
do that. So that is the way the only ways that I can think of in order to compensate others for marketing your offering in a way that's legal broker dealer executives, if your organization of the
sponsor or you just pay people hourly and do not tie compensation with performance. If you need some help help with your syndication, be it for real estate you're an entrepreneur, you're raising some
capital for your business or you're putting together that new cryptocurrency hedge fund. Give us a call. My name is Tilden Moschetti. I am a syndication attorney or visit us online on at
www.moschettilaw.com or if you need help just with your private placement memorandums, we've got you covered there too: ppm.moschettilaw.com.