Common use of Compliance with Rule 15c2-8 of the Exchange Act Clause in Contracts

Compliance with Rule 15c2-8 of the Exchange Act. Selected Dealer hereby (i) represents that neither it nor any person associated with Selected Dealer solicited customers’ orders for Offered Shares prior to the Effective Date; (ii) represents and agrees to take all reasonable steps to make available a copy of the final Prospectus relating to the Offered Shares to each person associated with Selected Dealer who is expected, after the Effective Date, to solicit customer orders for Offered Shares prior to the making of any such solicitation by such associated persons; and (iii) agrees that neither Selected Dealer, nor any person associated with it, will furnish Prospectuses to any person in any State (A) listed as not cleared on the “Blue-Sky Survey” of the Dealer Manager or (B) in which Selected Dealer or any person associated with it who solicits offers to buy or offers to sell Offered Shares is not currently registered; provided, however, that this provision is not to be construed to relieve Selected Dealer from complying with the requirements of Section 5(b)(1) and (2) of the Securities Act. Selected Dealer shall furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Exchange Act. Selected Dealer hereby acknowledges that Prospectuses shall not be furnished by it or any person associated with Selected Dealer to any prospective investor while the Registration Statement is subject to an examination, proceeding or stop order pursuant to Section 8 of the Act.

Compliance with Rule 15c2-8 of the Exchange Act. Selected Dealer You hereby (ia) represents represent that neither it you nor any person associated with Selected Dealer your firm solicited customers’ orders for Offered Shares prior to the Effective Date; (iib) represents represent and agrees agree to take all reasonable steps to make available a copy of the final Prospectus relating to the Offered Shares to each person associated with Selected Dealer your firm who is expected, after the Effective Date, to solicit customer orders for Offered Shares prior to the making of any such solicitation by such associated persons; (c) agree to take reasonable steps, as Dealer-Manager of this Offering, to furnish each Selling Dealer with sufficient copies, as requested by them, of the final Prospectus to enable them to comply with paragraphs (b), (c), (d) and (iiie) agrees of Rule 15c2-8 of the Exchange Act and the prospectus delivery requirements of Section 5(b)(1) and (2) of the Act; and (d) agree that neither Selected Dealeryou, nor any person associated with ityour firm, will furnish Prospectuses to any person in any State state (Ae.g. in any state (i) listed as not cleared on the “Blue-Sky Survey” of by counsel to the Dealer Company or the Dealer-Manager or (Bii) in which Selected Dealer your firm or any person associated with it your firm who solicits offers to buy or offers to sell Offered Shares is not currently registered); provided, however, that this provision is not to be construed to relieve Selected Dealer you from complying with the requirements of Section 5(b)(1) and (2) 2 of the Securities Act. Selected Dealer shall furnish a copy of any revised preliminary Prospectus to each person to whom it has furnished a copy of any previous preliminary Prospectus, and further agrees that it will mail or otherwise deliver all preliminary and final Prospectuses required for compliance with the provisions of Rule 15c2-8 under the Exchange Act. Selected Dealer You hereby acknowledges acknowledge that Prospectuses shall not be furnished by it you or any person associated with Selected Dealer your firm to any prospective investor while the Registration Statement is subject to an examination, proceeding or stop order pursuant to Section 8 of the Act.