Common use of Broker Services Clause in Contracts

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in any state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, whether or not to accept an investor’s subscription for Private Securities. Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the Books and Records provided by ODB or an Affiliate of ODB, or contracted third-party vendor, from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by ODB to Investors); and

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington, or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, as to whether or not to accept an investor’s subscription for Private Securities. Notwithstanding the Services as provided under the Agreement, Issuer is solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the data, documents, and materials (“collectively the “Books and Records Records”) provided by ODB or an Affiliate of ODB, or contracted third-party vendor, vendor from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued issued, and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal principal, or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and thereto, along with any tax reporting codes codes, in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by ODB to Investors); , and; 4. provide to ODB, in such form and at such time as ODB may reasonably request, a copy of any documentation, memoranda, agreements, or other documents or information that ODB believes is necessary for it to satisfy any filing, reporting, or other applicable legal requirements it may have relating to the custody of the Private Securities.

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, whether or not to accept an investor’s subscription for Private Securities. Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the data, documents and materials (“collectively the “Books and Records Records”) provided by ODB or an Affiliate of ODB, or contracted third-party vendor, from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by ODB to Investors); and; 4. provide to ODB, in such form and at such time as ODB may reasonably request, a copy of any documentation, memoranda, agreements or other documents or information that ODB believes is necessary for it to satisfy any filing, reporting or other applicable legal requirements it may have relating to the custody of the Private Securities.

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, whether or not to accept an investor’s subscription for Private Securities. Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the Books and Records provided by ODB or an Affiliate of ODB, or contracted third-party vendor, from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1K- 1’s or similar documents for delivery by ODB to Investors); and; and

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, whether or not to accept an investor’s subscription for Private Securities. Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the data, documents and materials (“collectively the “Books and Records Records”) provided by ODB or an Affiliate of ODB, or contracted third-party vendor, from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by ODB to Investors); and;

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington, or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, as to whether or not to accept an investor’s subscription for Private Securities. SCHEDULE B-2 – Obligations of Issuer in Connection with Services Notwithstanding the Services as provided under the Agreement, Issuer is solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the data, documents, and materials (“collectively the “Books and Records Records”) provided by ODB or an Affiliate of ODB, or contracted third-party vendor, vendor from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued issued, and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal principal, or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and thereto, along with any tax reporting codes codes, in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by ODB to Investors); , and; 4. provide to ODB, in such form and at such time as ODB may reasonably request, a copy of any documentation, memoranda, agreements, or other documents or information that ODB believes is necessary for it to satisfy any filing, reporting, or other applicable legal requirements it may have relating to the custody of the Private Securities. SCHEDULE C – Services Specifically NOT Provided Notwithstanding anything to the contrary contained in these Schedules or this Agreement, unless otherwise specifically agreed to in this Agreement or in a separate written agreement between the Parties, the following services specifically are NOT provided by ODB or any Affiliate of ODB under this Agreement: 1. No Investment Banking, Underwriting, Advice, or Advisory Service. ODB is not providing investment banking or underwriter services to Issuer, acting as an underwriter or selling group member, and has no role in the issuance of the Private Securities. ODB is not providing any advice or advisory services in connection with the Services as set forth in Schedule B, is not recommending the Private Securities or the Offering, and is not making any suitability determinations with respect to any Investor. ODB is not committing to and does not intend to purchase any of the Private Securities for its own account or that of an Affiliate.

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington, or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, as to whether or not to accept an investor’s subscription for Private Securities. Notwithstanding the Services as provided under the Agreement, Issuer is solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the data, documents, and materials (“collectively the “Books and Records Records”) provided by ODB or an Affiliate of ODB, or contracted third-party vendor, vendor from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued issued, and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal principal, or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and thereto, along with any tax reporting codes codes, in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by ODB to Investors); , and;

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington, or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, as to whether or not to accept an investor’s subscription for Private Securities. SCHEDULE B-2 – Obligations of Issuer in Connection with Services Notwithstanding the Services as provided under the Agreement, Issuer is solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the data, documents, and materials (“collectively the “Books and Records Records”) provided by ODB or an Affiliate of ODB, or contracted third-party vendor, vendor from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued issued, and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal principal, or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and thereto, along with any tax reporting codes codes, in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by ODB to Investors); , and; 4. provide to ODB, in such form and at such time as ODB may reasonably request, a copy of any documentation, memoranda, agreements, or other documents or information that ODB believes is necessary for it to satisfy any filing, reporting, or other applicable legal requirements it may have relating to the custody of the Private Securities.

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington, or any other state in which the Issuer would be required to register as an “Issuer Dealer” prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, as to whether or not to accept an investor’s subscription for Private Securities. SCHEDULE B-2 – Obligations of Issuer in Connection with Services Notwithstanding the Services as provided under the Agreement, Issuer is solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shallIssuershall: 1. based upon the data, documents, and materials (“collectively the “Books and Records Records”) provided by ODB or an Affiliate of ODB, or contracted third-party vendor, vendor from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s own benefit, or if certificated, deliver to ODB an original, duly issued issued, and outstanding unit certificate in the name of “ODB Capital Corporation.” in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal principal, or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and thereto, along with any tax reporting codes codes, in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by ODB to Investors); , and; 4. provide to ODB, in such form and at such time as ODB may reasonably request, a copy of any documentation, memoranda, agreements, or other documents or information that ODB believes is necessary for it to satisfy any filing, reporting, or other applicable legal requirements it may have relating to the custody of the Private Securities.

Broker Services. ODB will provide the following additional services, as required: a. To the extent that there are Investors in Alabama, Arizona, Florida, New Jersey, North Dakota, Texas, Washington or any other state in which the Issuer would be required to register as an “"Issuer Dealer” " prior to making any offers or sales in such state, ODB will act as accommodating broker of record with respect to sales of the Private Securities in those states; and b. with respect to all Investors participating in the Offering, review investor information, including KYC (Know Your Customer) data, perform AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to the Issuer, vis a vis KYC and AML standards, whether or not to accept an investor’s 's subscription for Private Securities. SCHEDULE B-2 - Obligations of Issuer in Connection with Services Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining all records of Private Securities and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the ODB Private Placements Platform. Pursuant to its obligations, Issuer shall: 1. based upon the data, documents and materials ("collectively the "Books and Records Records") provided by ODB or an Affiliate of ODB, or contracted third-party vendor, from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities held by Investors; 2. maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by ODB for ODB’s 's own benefit, or if certificated, deliver to ODB an original, duly issued and outstanding unit certificate in the name of “"ODB Capital Corporation.” " in an amount equal to the number of units of Private Securities held by ODB; 3. provide ODB, pursuant to such methods as ODB may reasonably require, with the details of, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by ODB from time to time in order for ODB to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s 's expense, any Schedule K-1’s 's or similar documents for delivery by ODB to Investors); and; 4. provide to ODB, in such form and at such time as ODB may reasonably request, a copy of any documentation, memoranda, agreements or other documents or information that ODB believes is necessary for it to satisfy any filing, reporting or other applicable legal requirements it may have relating to the custody of the Private Securities. SCHEDULE C - Services Specifically NOT Provided Notwithstanding anything to the contrary contained in these Schedules or this Agreement, unless otherwise specifically agreed to in this Agreement or in a separate written agreement between the Parties, the following services specifically are NOT provided by ODB or any Affiliate of ODB under this Agreement: 1. No Investment Banking, Underwriting, Advice or Advisory Service. ODB is not providing investment banking or underwriter services to Issuer, acting as an underwriter or selling group member and has no role in the issuance of the Private Securities, and ODB is not providing any advice or advisory services in connection with the Services as set forth in Schedule B, is not recommending the Private Securities or the Offering, and is not making any suitability determinations with respect to any Investor. ODB is not committing to and does not intend to purchase any of the Private Securities for its own account or that of an Affiliate. 2. No Approval of Issuer Content. ODB is not preparing, endorsing, adopting, or approving in any way any offering memoranda or other offering documents, SEC, state or other regulatory filings, or any sales or marketing material or Issuer Content, specifically including any Issuer Sites, or any other material or Content of any kind wherever they may appear except to the extent that such websites, material or Content specifically reference the ODB Name, Branding, Content, or descriptive materials about the Services, and then only to the extent of such references and specifically not including other portions of such website or materials provided ODB reserves the right to reject Issuer Content it deems non-compliant. 3. No Setting, Reviewing or Guaranteeing of Price, Tax or Other Data. ODB is not setting, calculating, creating, approving, endorsing, adopting, reviewing, recommending or guaranteeing any price for the Private Securities, or giving any opinion with respect to the accuracy, reliability or completeness of any data or information about the Private Securities appearing on a ODB Site or elsewhere. ODB is relying on the Issuer for all such data and information. ODB is not preparing or calculating any tax statements or documentation on behalf of Issuer, specifically including Schedule K-1s, except for those tax documents normally and usually included as part of a brokerage account (such as 1099s).