Common use of Authorized Sales Materials Clause in Contracts

Authorized Sales Materials. The Company will provide the Dealer Manager with certain Authorized Sales Materials to be used by the Dealer Manager and the Participating Broker-Dealers in connection with the Offering. If the Dealer Manager elects to use such Authorized Sales Materials, then the Dealer Manager agrees that such material shall not be used by it in connection with the Offering and that it will direct Participating Broker-Dealers not to make such use of any Authorized Sales Materials unless accompanied or preceded by the Prospectus. The Dealer Manager agrees that it will not use any sales literature or materials other than Authorized Sales Materials provided by, or on the behalf of, the Company. The Dealer Manager shall not, and in its Participating Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, give or provide any information or make any representation other than those contained in the Prospectus or the Authorized Sales Materials. The Dealer Manager will not, and in its Participating Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, use any “broker-dealer use only” Authorized Sales Materials with members of the public in connection with offers or sales or the Offered Shares. Authorized Sales Materials that are prepared by the Dealer Manager, if any, (a) will be delivered to the Company prior to first use for the Company’s approval, such approval not to be unreasonably withheld or delayed, and (b) when taken together with the Prospectus, will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, in the light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading. Prior to first use, the Dealer Manager will file with FINRA and obtain FINRA clearance of all Authorized Sales Materials to the extent required by applicable FINRA rules.

Authorized Sales Materials. The Company will provide the Dealer Manager with certain Authorized Sales Materials to be used by the Dealer Manager and the Participating Broker-Dealers in connection with the Offering. If the Dealer Manager elects to use such Authorized Sales Materials, then the Dealer Manager agrees that such material shall not be used by it in connection with the Offering and that it will direct Participating Broker-Dealers not to make such use of any Authorized Sales Materials unless accompanied or preceded by the Prospectus. The Dealer Manager agrees that it will not use any sales literature or materials other than Authorized Sales Materials provided by, or on the behalf of, the Company. The Dealer Manager shall not, and in its Participating Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, give or provide any information or make any representation other than those contained in the Prospectus or the Authorized Sales Materials. The Dealer Manager will not, and in its Participating Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, use any “broker-dealer use only” Authorized Sales Materials with members of the public in connection with offers or sales or the Offered Shares. Authorized Sales Materials that are prepared by the Dealer Manager, if any, (a) will be delivered to the Company prior to first use for the Company’s approval, such approval not to be unreasonably withheld or delayed, and (b) when taken together with the Prospectus, will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, in the light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading. Prior to first use, the Dealer Manager will file with FINRA and obtain FINRA clearance of all Authorized Sales Materials to the extent required by applicable FINRA rules.. To the extent that Authorized Sales Materials are delivered to prospective investors in electronic form by the Dealer Manager, the Dealer Manager represents and warrants that it will:

Authorized Sales Materials. The Company will provide the Dealer Manager with certain Authorized Sales Materials to be used by the Dealer Manager and the Participating Broker-Dealers in connection with the Offering. If the Dealer Manager elects to use such Authorized Sales Materials, then the Dealer Manager agrees that such material shall not be used by it in connection with the Offering and that it will direct Participating Broker-Dealers not to make such use of any Authorized Sales Materials unless accompanied or preceded by the Prospectus. The Dealer Manager agrees that it will not use any sales literature or materials other than Authorized Sales Materials provided by, or on the behalf of, the Company. The Dealer Manager shall not, and in its Participating Broker-Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, give or provide any information or make any representation other than those contained in the Prospectus or the Authorized Sales Materials. The Dealer Manager will not, and in its Participating Broker-Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, use any “broker-dealer use only” Authorized Sales Materials with members of the public in connection with offers or sales or the Offered Shares. Authorized Sales Materials that are prepared To the extent required by the Dealer Managerapplicable FINRA Rules, if any, (a) will be delivered to the Company prior to first use for the Company’s approval, such approval not to be unreasonably withheld or delayed, and (b) when taken together with the Prospectus, will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, in the light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading. Prior to first use, the Dealer Manager will file with FINRA and obtain FINRA clearance of all Authorized Sales Materials to the extent required by applicable FINRA rulesMaterials.

Authorized Sales Materials. The Company will provide the Dealer Manager with certain Authorized Sales Materials to be used by the Dealer Manager and the Participating Broker-Dealers in connection with the Offering. If the Dealer Manager elects to use such Authorized Sales Materials, then the Dealer Manager agrees that such material shall not be used by it in connection with the Offering and that it will direct Participating Broker-Dealers not to make such use of any Authorized Sales Materials unless accompanied or preceded by the Prospectus. The Dealer Manager agrees that it will not use any sales literature or materials other than Authorized Sales Materials provided by, or on the behalf of, the Company. The Dealer Manager shall not, and in its Participating Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, give or provide any information or make any representation other than those contained in the Prospectus or the Authorized Sales Materials. The Dealer Manager will not, and in its Participating Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, use any “broker-dealer use only” Authorized Sales Materials with members of the public in connection with offers or sales or the Offered Shares. Authorized Sales Materials that are prepared To the extent required by the Dealer Managerapplicable FINRA Rules, if any, (a) will be delivered to the Company prior to first use for the Company’s approval, such approval not to be unreasonably withheld or delayed, and (b) when taken together with the Prospectus, will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, in the light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading. Prior to first use, the Dealer Manager will file with FINRA and obtain FINRA clearance of all Authorized Sales Materials to the extent required by applicable FINRA rulesMaterials.

Authorized Sales Materials. The Company will provide the Dealer Manager will supply Participating Dealer with certain reasonable quantities of the Prospectus (including any supplements thereto), as well as any Authorized Sales Materials, for delivery to investors, and Participating Dealer will deliver a copy of the Prospectus (including all supplements thereto) to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Primary Shares to an investor. Participating Dealer agrees that it will not send or give any supplements to the Prospectus or any Authorized Sales Materials to be used any investor unless it has previously sent or given a Prospectus and all supplements thereto to that investor or has simultaneously sent or given a Prospectus and all supplements thereto with such Prospectus supplement or Authorized Sales Materials. Participating Dealer agrees that it will not show or give to any investor or reproduce any material or writing which is supplied to it by the Dealer Manager and the Participating Broker-Dealers in connection with the Offering. If the Dealer Manager elects to use such Authorized Sales Materials, then the Dealer Manager agrees that such material shall not be used by it in connection with the Offering and that it will direct Participating Broker-Dealers not to make such use of any Authorized Sales Materials unless accompanied or preceded by the Prospectus. The Dealer Manager agrees that it will not use any sales literature or materials other than Authorized Sales Materials provided by, or on the behalf of, the Company. The Dealer Manager shall not, and in its Participating Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, give or provide any information or make any representation other than those contained in the Prospectus or the Authorized Sales Materials. The Dealer Manager will not, and in its Participating Dealer Agreement with each Participating Broker-Dealer will require that each Participating Broker-Dealer agree not to, use any marked “broker-dealer use only” Authorized Sales Materials or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Offered Shares to members of the public public. Participating Dealer agrees that it will not use in connection with offers the offer or sales sale of Offered Shares any materials or writings which have not been previously approved by the Offered Shares. Company other than the Prospectus and the Authorized Sales Materials that are prepared by the Materials. Participating Dealer Manager, if any, (a) will be delivered agrees to the Company prior furnish a copy of any revised preliminary Prospectus to first use for the Company’s approval, such approval not each person to be unreasonably withheld or delayedwhom it has furnished a copy of any previous preliminary Prospectus, and (b) when taken together further agrees that it will itself mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the Prospectusprovisions of Rule 15c2-8 under the Securities Exchange Act of 1934, will not contain any untrue statement of material fact or omit to state a material fact required to be stated therein, in as amended (the light of the circumstances under which they were made and in conjunction with the Prospectus delivered therewith, not misleading. Prior to first use, the Dealer Manager will file with FINRA and obtain FINRA clearance of all Authorized Sales Materials to the extent required by applicable FINRA rules“Exchange Act”).