Common use of Covenants of the Selected Dealer Clause in Contracts

Covenants of the Selected Dealer. The Selected Dealer covenants, warrants and represents, during the full term of this Agreement, that: (a) The RIA is affiliated with the Selected Dealer. (b) Any investment advisor representative of the Selected Dealer’s affiliated RIA who recommends a purchase of Class A Shares to an investor must also be associated with the Selected Dealer as a registered representative and be supervised by the Selected Dealer pursuant to the requirements set forth in the Selected Dealer Agreement. (c) The sale of any Class A Shares that are recommended by its affiliated RIA must be made by the Selected Dealer pursuant to the Selected Dealer Agreement and reflected on the books and records of the Selected Dealer, regardless of whether the Class A Shares are held with a custodian. (d) The Selected Dealer shall review and approve the investor’s account with its affiliated RIA as well as the transaction involving the sale of the Company’s Class A Shares to the investor, including but not limited to, the activities of its registered representative who also is dually licensed with its affiliated RIA as an investment advisor representative. (e) The Selected Dealer shall review and approve any outside custodial arrangement in connection with any purchase of Class A Shares recommended by its affiliated RIA. (f) The Selected Dealer’s affiliated RIA is registered as an investment advisor under the Investment Advisers Act. (g) The Selected Dealer’s affiliated RIA shall comply with all applicable federal and state securities laws, including, without limitation, the disclosure requirements of the Investment Advisers Act, and the provisions thereof requiring disclosure of the compensation to be paid to the RIA. (h) The Selected Dealer’s affiliated RIA shall maintain the records required by Section 204 of the Investment Advisers Act, and Rule 204-2 thereunder in the form and for the periods required thereby.

Covenants of the Selected Dealer. (a) Prior to participating in the Offering, the Selected Dealer will have reasonable grounds to believe, based on information reasonably requested by the Selected Dealer and made available to the Selected Dealer by the Placement Agent and/or the Company, that all material facts are adequately and accurately disclosed in the Offering Circular, and that the Offering Circular provides a reasonable basis for evaluating the merits and risks of an investment in the Company and the Units. (b) The Selected Dealer covenants, warrants agrees not to rely upon the due diligence efforts of the Placement Agent in determining whether the Company has adequately and represents, during accurately disclosed all material facts upon which to provide a basis for evaluating its participation in the full term Offering and the Company to the extent required by federal or state laws or FINRA. The Selected Dealer further agrees to conduct its own due diligence investigation to make that determination independent of this Agreement, that:the efforts of the Placement Agent. (ac) The RIA In recommending a purchase of the Units, the Selected Dealer or any person associated with the Selected Dealer shall have reasonable grounds to believe, on the basis of the information obtained from the potential investor concerning his or her investment objectives, other investments, financial situation and needs, and any other information known by the Selected Dealer or an associated person, that an investment in the Company is affiliated with suitable for the investor introduced by the Selected Dealer. (bd) Any investment advisor representative of Selected Dealer shall offer and/or sell the Selected Dealer’s affiliated RIA who recommends a purchase of Class A Shares to an investor must also be associated with Units only in those jurisdictions where the Selected Dealer as a registered representative and be supervised has been advised in writing by the Selected Dealer pursuant to Placement Agent that the requirements set forth in the Selected Dealer Agreement. (c) The sale of any Class A Shares that are recommended by its affiliated RIA must be made by the Selected Dealer pursuant to the Selected Dealer Agreement and reflected on the books and records of the Selected Dealer, regardless of whether the Class A Shares are held with a custodian. (d) The Selected Dealer shall review and approve the investor’s account with its affiliated RIA as well as the transaction involving the offer or sale of the Company’s Class A Shares to the investor, including but not limited to, the activities of Units is permitted and where Selected Dealer and its employees and representatives participating in any such offer or sale are duly registered representative who also is dually licensed with its affiliated RIA as an investment advisor representativeor exempt therefrom. (e) The When any Supplemental Information is prepared and delivered to Selected Dealer shall review and approve by the Placement Agent or the Company, Selected Dealer shall: (i) distribute Supplemental Information to every person who has previously received an Offering Circular from Selected Dealer, provided such person has not otherwise indicated to Selected Dealer that it is no longer interested in making an investment in the Offering; (ii) include the Supplemental Information in all future deliveries of any outside custodial arrangement in connection with any purchase of Class A Shares recommended by its affiliated RIAOffering Circular; and (iii) keep business records indicating to whom Supplemental Information was delivered. (f) The In connection with any offer or sale of Units, Selected Dealer’s affiliated RIA is registered as an investment advisor under Dealer shall: (i) comply in all respects with statements set forth in the Investment Advisers ActOffering Circular, and in any Supplemental Information; (ii) not make any statement inconsistent with statements in the Offering Circular and in any Supplemental Information; (iii) not make any untrue or misleading statements of a material fact in connection with the Units; and (iv) not provide any written information or statements other than the Offering Circular and in any Supplemental Information, unless pre-approved in writing by the Placement Agent. (g) The In connection with the solicitation and sale of the Units, Selected Dealer’s affiliated RIA Dealer shall comply with all applicable federal ensure that the prospective purchaser properly completes and state securities lawsexecutes, including, without limitationas appropriate, the disclosure requirements of following forms, which will be included in the Investment Advisers Actsubscription packet as exhibits to the Offering Circular: (i) the Subscription Agreement and IRS Form W-9; and (ii) any additional forms provided in any Supplemental Information, and or otherwise provided to the provisions thereof requiring disclosure of Selected Dealer by the compensation Placement Agent or the Company, which are intended to be paid to the RIAcompleted by prospective purchasers. (h) The Selected Dealer’s affiliated RIA shall maintain the records required by Section 204 of the Investment Advisers Act, and Rule 204-2 thereunder in the form and for the periods required thereby.

Covenants of the Selected Dealer. The Selected Dealer covenants, warrants and represents, during the full term of this Agreement, that: (a) The RIA is affiliated with the Selected Dealer. (b) Any investment advisor representative of the Selected Dealer’s affiliated RIA who recommends a purchase of Class A Shares to an investor must also be associated with the Selected Dealer as a registered representative and be supervised by the Selected Dealer pursuant to the requirements set forth in the Selected Dealer Agreement. (c) The sale of any Class A Shares that are recommended by its affiliated RIA must be made by the Selected Dealer pursuant to the Selected Dealer Agreement and reflected on the books and records of the Selected Dealer, regardless of whether the Class A Shares are held with a custodian. (d) The Selected Dealer shall review and approve the investor’s account with its affiliated RIA as well as the transaction involving the sale of the Company’s Class A Shares to the investor, including but not limited to, the activities of its registered representative who also is dually licensed with its affiliated RIA as an investment advisor representative. (e) The Selected Dealer shall review and approve any outside custodial arrangement in connection with any purchase of Class A Shares recommended by its affiliated RIA. (f) The Selected Dealer’s affiliated RIA is registered as an investment advisor under the Investment Advisers Act. (g) The Selected Dealer’s affiliated RIA shall comply with all applicable federal and state securities laws, including, without limitation, the disclosure requirements of the Investment Advisers Act, and the provisions thereof requiring disclosure of the compensation to be paid to the RIA. (h) The Selected Dealer’s affiliated RIA shall maintain the records required by Section 204 of the Investment Advisers Act, and Rule 204-2 thereunder in the form and for the periods required thereby.

Covenants of the Selected Dealer. (a) Prior to participating in the Offering, the Selected Dealer will have reasonable grounds to believe, based on information reasonably requested by the Selected Dealer and made available to the Selected Dealer by the Placement Agent and/or the Company, that all material facts are adequately and accurately disclosed in the Offering Circular, and that the Offering Circular provides a reasonable basis for evaluating the merits and risks of an investment in the Company and the Units. (b) The Selected Dealer covenants, warrants agrees not to rely upon the due diligence efforts of the Placement Agent in determining whether the Company has adequately and represents, during accurately disclosed all material facts upon which to provide a basis for evaluating its participation in the full term Offering and the Company to the extent required by federal or state laws or FINRA. The Selected Dealer further agrees to conduct its own due diligence investigation to make that determination independent of this Agreement, that:the efforts of the Placement Agent. (ac) The RIA In recommending a purchase of the Units, the Selected Dealer or any person associated with the Selected Dealer shall have reasonable grounds to believe, on the basis of the information obtained from the potential investor concerning his or her investment objectives, other investments, financial situation and needs, and any other information known by the Selected Dealer or an associated person, that an investment in the Company is affiliated with suitable for the investor introduced by the Selected Dealer. (bd) Any investment advisor representative of Selected Dealer shall offer and/or sell the Selected Dealer’s affiliated RIA who recommends a purchase of Class A Shares to an investor must also be associated with Units only in those jurisdictions where the Selected Dealer as a registered representative and be supervised has been advised in writing by the Selected Dealer pursuant to Placement Agent that the requirements set forth in the Selected Dealer Agreement. (c) The sale of any Class A Shares that are recommended by its affiliated RIA must be made by the Selected Dealer pursuant to the Selected Dealer Agreement and reflected on the books and records of the Selected Dealer, regardless of whether the Class A Shares are held with a custodian. (d) The Selected Dealer shall review and approve the investor’s account with its affiliated RIA as well as the transaction involving the offer or sale of the Company’s Class A Shares to the investor, including but not limited to, the activities of Units is permitted and where Selected Dealer and its employees and representatives participating in any such offer or sale are duly registered representative who also is dually licensed with its affiliated RIA as an investment advisor representativeor exempt therefrom. (e) The When any Supplemental Information is prepared and delivered to Selected Dealer shall review and approve by the Placement Agent or the Company, Selected Dealer shall: (i) distribute Supplemental Information to every person who has previously received an Offering Circular from Selected Dealer, provided such person has not otherwise indicated to Selected Dealer that it is no longer interested in making an investment in the Offering; (ii) include the Supplemental Information in all future deliveries of any outside custodial arrangement in connection with any purchase of Class A Shares recommended by its affiliated RIAOffering Circular; and (iii) keep business records indicating to whom Supplemental Information was delivered. (f) The In connection with any offer or sale of Units, Selected Dealer’s affiliated RIA is registered as an investment advisor under Dealer shall: (i) comply in all respects with statements set forth in the Investment Advisers ActOffering Circular, and in any Supplemental Information; (ii) not make any statement inconsistent with statements in the Offering Circular and in any Supplemental Information; (iii) not make any untrue or misleading statements of a material fact in connection with the Units; and (iv) not provide any written information or statements other than the Offering Circular and in any Supplemental Information, unless pre-approved in writing by the Placement Agent. (g) The In connection with the solicitation and sale of the Units, Selected Dealer’s affiliated RIA Dealer shall comply with all applicable federal ensure that the prospective purchaser properly completes and state securities lawsexecutes, including, without limitationas appropriate, the disclosure requirements of following forms, which will be included in the Investment Advisers Actsubscription packet as exhibits to the Offering Circular: (i) the Subscription Agreement and IRS Form W‑9; and (ii) any additional forms provided in any Supplemental Information, and or otherwise provided to the provisions thereof requiring disclosure of Selected Dealer by the compensation Placement Agent or the Company, which are intended to be paid to the RIAcompleted by prospective purchasers. (h) The Selected Dealer’s affiliated RIA shall maintain the records required by Section 204 of the Investment Advisers Act, and Rule 204-2 thereunder in the form and for the periods required thereby.

Covenants of the Selected Dealer. The Selected Dealer covenants, warrants and represents, during the full term of this Agreement, that: (a) The RIA is affiliated In recommending a purchase of the Shares, the Selected Dealer or any person associated with the Selected DealerDealer shall have reasonable grounds to believe, on the basis of the information obtained from the potential investor concerning his or her investment objectives, other investments, financial situation and needs, and any other information known by the Selected Dealer or an associated person, that (i) the prospective investor is an “accredited investor” as that term is defined in Regulation D promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and meets the other suitability requirements set forth in the Memorandum; (ii) the prospective investor is not an “underwriter” within the meaning of Section 2(11) of the Securities Act; (iii) the prospective investor has a fair market value net worth to sustain the risks inherent in an investment in the Company, including but not limited to a total loss of his or her investment, lack of liquidity and other risks described in the Memorandum; and (iv) an investment in the Company is otherwise suitable for the prospective investor. (b) Any investment advisor representative The Selected Dealer agrees that it will retain in its records and make available to the Company and the Placement Agent for the greater of a period of at least six (6) years following the termination of the Offering or as required pursuant to applicable FINRA Rules or rules pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act Rules”), information disclosing the basis upon which the above determination of suitability and “accredited investor” status was reached as to each such investor. The Selected Dealer agrees to make such documents and records available to (a) the Placement Agent and the Company upon request, and (b) to representatives of the SEC, FINRA and applicable state securities administrators upon the Selected Dealer’s affiliated RIA who recommends receipt of an appropriate request for documents from any such agency. The Selected Dealer shall not purchase any Shares for a purchase of Class A Shares discretionary account. Pursuant to an investor must also be associated with the Selected Dealer’s appointment as a dealer participating in the Offering, the Selected Dealer shall comply with all the provisions of Regulation D, insofar as a registered representative and be supervised by Regulation D applies to Selected Dealer activities under this Agreement including, without limitation, Rule 506 thereunder. The Selected Dealer will take reasonable steps to verify the accredited status of each of its clients who subscribe to the Shares. Further, the Selected Dealer pursuant shall not engage in any activity which would not comply with or cause the Offering not to comply with Regulation D, the requirements set forth in Securities Act, the Exchange Act, the applicable SEC rules and regulations, applicable state securities laws and regulations, this Agreement, and applicable FINRA rules and the NASD Conduct Rules, including FINRA Rules 2090 and 2111. The Selected Dealer Agreementshall comply with applicable sections of Rules 17a-3 and 17a-4 promulgated under the Exchange Act with respect to all Shares sold by Selected Dealer. (c) The sale of any Class A Shares that are recommended by its affiliated RIA must be made by the Selected Dealer pursuant agrees and covenants that it will not distribute the Memorandum or Supplemental Information to any prospective investor with whom it does not have a reasonable basis to believe the Selected Dealer Agreement and reflected on prospective investor meets the books and records of minimum qualifications in the Selected Dealer, regardless of whether the Class A Shares are held with a custodianMemorandum. (d) The As of the date of this Agreement, the Selected Dealer shall review and approve agrees that it will not accept transactions from prospective investors, unless the Selected Dealer has sufficient information concerning the prospective investor to determine the prospective investor’s account with current sophistication and financial circumstances, including that the prospective investor (or the prospective investor and its affiliated RIA as well as purchaser representative) has such knowledge and experience in financial and business matters that the transaction involving prospective investor is capable of evaluating the sale merits and risks of an investment in the Company’s Class A Shares to the investor, including but not limited to, the activities of its registered representative who also is dually licensed with its affiliated RIA as an investment advisor representative. (e) The the Selected Dealer shall review offer and/or sell the Shares only in those jurisdictions where the Selected Dealer has been advised in writing by the Placement Agent that the offer or sale of the Shares is permitted and approve where Selected Dealer and its employees and representatives participating in any outside custodial arrangement in connection with any purchase of Class A Shares recommended by its affiliated RIAsuch offer or sale are duly registered or exempt therefrom. (f) The Selected DealerDealer agrees that, prior to accepting a subscription for the Shares, it will inform the prospective investor of all pertinent facts relating to the illiquidity and lack of transferability or marketability of the Shares, during the term of the investment. The Selected Dealer shall make reasonable inquiry to determine if the prospective investor is acquiring the Shares for his own account or on behalf of other persons, and that the prospective investor understands the limitations on the prospective investor’s affiliated RIA disposition of the Shares set forth in Rule 502(d) of Regulation D. This includes a determination by the Selected Dealer that the prospective investor understands that such prospective investor must bear the economic risk of the investment for an indefinite period of time because the Shares have not been registered under the Securities Act and, thus, cannot be sold unless the Shares are subsequently registered under the Securities Act or an exemption from registration under the Securities Act is registered as available. The Selected Dealer agrees to reasonably ensure that, in recommending or otherwise facilitating the purchase, sale or exchange of Shares to an investor, that the investor has acknowledged an apparent understanding of the fundamental risks of an investment advisor under in Shares and the Investment Advisers Acttax consequences of an investment in the Shares. The Selected Dealer acknowledges and agrees that future transfers of Shares will not be made except with the consent of the Company, which may grant or withhold consent in its sole discretion. (g) The Selected Dealer has received copies of the Memorandum and in offering and selling the Shares, Selected Dealer shall rely only on the statements contained in the Memorandum and Supplemental Information, and not on any other statements whatsoever, either written or oral, with respect to the details of the offering of Shares. Upon request by the Selected Dealer, the Issuer Entities will provide to Selected Dealer’s affiliated RIA shall comply with all applicable federal and state securities laws, including, without limitation, registered representatives the disclosure requirements following: (i) a numbered copy of the Investment Advisers ActMemorandum, and all exhibits incorporated in the provisions thereof requiring disclosure Memorandum; (ii) any Supplemental Information, including any sales material provided by the Placement Agent for use by the Selected Dealer (“Sales Material”); provided that any distribution by the Selected Dealer of the compensation to such Supplemental Information shall be paid subject to the RIArestrictions and limitations described in Article VII of this Agreement. (h) When any Supplemental Information is prepared and delivered to the Selected Dealer or its registered representatives by the Placement Agent or the Company, the Selected Dealer shall cause its registered representatives to: (i) distribute Supplemental Information to every person who has previously received a Memorandum from the Selected Dealer, provided such person has not otherwise indicated to the Selected Dealer that it is no longer interested in making an investment in the Offering; and (ii) include the Supplemental Information in all future deliveries of any Memorandum. (i) In connection with any offer or sale of Shares, the Selected Dealer shall: (i) comply in all respects with statements set forth in the Memorandum, and in any Supplemental Information as they pertain to the Selected Dealer; (ii) not make any statement inconsistent with statements in the Memorandum and in any Supplemental Information; (iii) not make any untrue or misleading statements of a material fact in connection with the Shares; and (iv) not provide any written information or statements other than the Memorandum and in any Supplemental Information, unless pre-approved in writing by the Placement Agent. (j) In connection with the solicitation and sale of the Shares, the Selected Dealer shall ensure that the prospective purchaser properly completes and executes, as appropriate, the following forms, which will be included in the subscription packet as exhibits to the Memorandum: (i) the Subscription Agreement and annexes attached to the Subscription Agreement; and (ii) any additional forms provided in any Supplemental Information, or otherwise provided to the Selected Dealer by the Placement Agent or the Company, which are intended to be completed by prospective purchasers. (k) The Selected Dealer’s affiliated RIA Dealer will maintain and comply with written policies and procedures to ensure that it has taken or will take reasonable steps to verify that each purchaser of Shares are accredited investors, which reasonable steps may include, but are not limited to, the methods identified in Rule 506(c). The Selected Dealer shall maintain provide the records required by Section 204 Company with a description of its policies and procedures (including any subsequent versions or updates). Upon reasonable request from the Investment Advisers ActCompany, during the offering, the Selected Dealer agrees to provide confirmation that it has followed its own policies and Rule 204-2 thereunder in the form and for the periods required therebyprocedures.