Common use of Agreements and Representations of Managing Broker-Dealer Clause in Contracts

Agreements and Representations of Managing Broker-Dealer. 3.1 The Company hereby appoints the Managing Broker-Dealer as its agent and principal distributor for the purpose of selling the Securities for cash, on a “minimum/maximum, best efforts” basis, either alone or through one or more Dealers. The Managing Broker-Dealer may also sell Securities for cash directly to its own clients and customers at the public offering price and subject to the terms and conditions stated in the Form 1-A. The Managing Broker-Dealer hereby accepts such agency and distributorship and agrees to use its commercially reasonable efforts to sell the Securities on said terms and conditions. Under no circumstances will the Managing Broker-Dealer be obligated to underwrite or purchase any of the Securities for its own account or otherwise provide any financing. The Managing Broker-Dealer represents to the Company that it is a member of FINRA, that it and its employees and representatives have all required licenses and registrations to act under this Agreement, and that each shall remain a member or duly licensed, as the case may be, during the Offering.