Common use of BAD ACTOR QUESTIONNAIRE Clause in Contracts

BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ No ¨ 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2 related to any securities, insurance or banking matter? Yes ¨ (If yes, please continue to Question 3.a) No ¨ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2 officer2(2) related to any securities, insurance or banking matter? Yes ¨ ☐ (If yes, please continue to Question 3.a) No ¨ ☐ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes ☐ No ☐ ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes ☐ No ☐ 4. Are you subject to any SEC disciplinary order?3(3) Yes ☐ (If yes, please continue to Question 4.a) No ☐ (If no, please continue to Question 5) a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any xxxxx stock? 5. Are you subject to any SEC cease and desist order entered within the past five years? a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws4 or (ii) Section 5 of the Securities Act? Yes ☐ No ☐ 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2 officer2(2) related to any securities, insurance or banking matter? Yes ¨ ☐ (If yes, please continue to Question 3.a) No ¨ ☐ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes ☐ No ☐ ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes ☐ No ☐ 4. Are you subject to any SEC disciplinary order?3(3) Yes ☐ (If yes, please continue to Question 4.a) No ☐ (If no, please continue to Question 5) a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any xxxxx stock? 5. Are you subject to any SEC cease and desist order entered within the past five years? a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge- based anti-fraud provision of the U.S. federal securities laws4 or (ii) Section 5 of the Securities Act? Yes ☐ No ☐ 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, ,” was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, ,” does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2 related to any securities, insurance or banking matter? Yes ¨ ☐ (If yes, please continue to Question 3.a) No ¨ ☐ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes ☐ No ☐ ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes ☐ No ☐ 4. Are you subject to any SEC disciplinary order?3 a) If your answer to Question 4 was “yes,” does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any xxxxx stock? Yes ☐ No ☐ 5. Are you subject to any SEC cease and desist order entered within the past five years? 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter?? Yes ☐ (If yes, please continue to Question 1.a) No ☐ (If no, please continue to Question 2) a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter?? Yes ☐ (If yes, please continue to Question 2.a) No ☐ (If no, please continue to Question 3) a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2 officer2(2) related to any securities, insurance or banking matter? Yes ¨ ☐ (If yes, please continue to Question 3.a) No ¨ ☐ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities?? Yes ☐ No ☐ ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes ☐ No ☐ 4. Are you subject to any SEC disciplinary order?3(3) 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2 officer2(2) related to any securities, insurance or banking matter? Yes ¨ ☐ (If yes, please continue to Question 3.a) No ¨ ☐ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities? Yes ☐ No ☐ ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes ☐ No ☐ 4. Are you subject to any SEC disciplinary order?3(3) Yes ☐ (If yes, please continue to Question 4.a) No ☐ (If no, please continue to Question 5) a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any pxxxx stock? 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.

BAD ACTOR QUESTIONNAIRE. You must fill out Part B of the only if one following categories applies to you in connection with the offer and sale of the Securities by the Corporation (the “Offering”). • any director, executive officer, other officer participating in the Offering; • general partner or managing member of the Corporation; • any beneficial owner of 20% of more of the Corporation’s outstanding voting equity securities, calculated on the basis of voting power; • any promoter connected with the Corporation in any capacity at the time of such sale; • any person that has been or will be paid (directly or indirectly) remuneration for solicitation of purchasers in connection with the Offering; • any general partner or managing member of any such investment manager or solicitor; or • any director, executive officer or other officer participating in the Offering of any such investment manager or solicitor or general partner or managing member of such investment manager or solicitor. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes ¨ ☐ No ¨☐ 3. Are you subject to any final order1 of any governmental commission, authority, agency or officer2 officer2(2) related to any securities, insurance or banking matter? Yes ¨ ☐ (If yes, please continue to Question 3.a) No ¨ ☐ (If no, please continue to Question 4) a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating with an entity regulated by such commission, authority, agency or officer; (ii) engaging in the business of securities, insurance or banking; or (iii) engaging in savings association or credit union activities?? Yes ☐ No ☐ ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes ☐ No ☐ 4. Are you subject to any SEC disciplinary order?3(3) 1 A “final order” is defined under Rule 501(g) as a written directive or declaratory statement issued by a federal or state agency described in Rule 506(d)(1)(iii) under applicable statutory authority that provides for notice and an opportunity for a hearing, and that constitutes a final disposition or action by such federal or state agency.