Common use of Duties and Obligations of the Issuer Clause in Contracts

Duties and Obligations of the Issuer. 3.1 The Issuer will comply with all requirements imposed upon it by federal and state securities laws, rules, and regulations to permit the continuance of offers and sales of the Securities in accordance with the provisions of this Agreement and the Offering Circular and will amend or supplement the Offering Circular in order to make the Offering Circular comply with the requirements of applicable federal and state securities laws, rules, and regulations. 3.2 If, at any time, any event occurs as a result of which the Offering Circular would include an untrue statement of a material fact or, in view of the circumstances under which it was made, omit to state any material fact necessary to make the statements therein not misleading, the Issuer will notify the Managing Broker Dealer thereof, effect the preparation of an amendment or supplement to the Offering Circular which will correct such statement or omission, and deliver to the Managing Broker Dealer such numbers of copies of such amendment or supplement to the Offering Circular as the Managing Broker Dealer may reasonably request. 3.3 The Issuer shall not make any written or oral representations or statements to Investors that contradict or are inconsistent with the statements made in the Offering Circular, as amended or supplemented. 3.4 The Issuer will comply with all requirements imposed upon it by Regulation A, the regulations and rules thereunder, and applicable state securities laws. 3.5 The Issuer will apply the net proceeds from the Offering received by it in the manner set forth in the Offering Circular. 3.6 The Issuer agrees to confirm all orders for purchase of Securities that are accepted by the Issuer and provide such confirmation to the Managing Broker Dealer and the Selling Group Members. 3.7 The Issuer will deliver to the Managing Broker Dealer such numbers of copies of the Offering Circular and any amendment(s) or supplement(s) thereto, with all appendices thereto, and such numbers of copies of printed sales literature or other materials as the Managing Broker Dealer may reasonably request in connection with the Offering or for the purposes contemplated by federal and applicable state securities laws. 3.8 The Issuer will furnish the holders of the Securities with all reports described in the Offering Circular and applicable Issuer governing documents and will deliver to the Managing Broker Dealer, and make available, upon request, to each Selling Group Member and Introducing RIA, one copy of each such report at the time that such reports are furnished to the holders of the Securities, and any other such other information concerning the Issuer, as may reasonably be requested. 3.9 Any officer, director, employee, or affiliate of the Issuer who buys any Securities in connection with the Offering shall do so for investment purposes only and not with the intention of resale or distribution.

Duties and Obligations of the Issuer. The Issuer agrees that: 3.1 The Issuer will deliver to the Managing Broker-Dealer such numbers of copies of the Memorandum and any amendment or supplement thereto, with all appendices thereto, as the Managing Broker-Dealer may reasonably request for the purposes contemplated by federal and applicable state securities laws. The Issuer also will deliver to the Managing Broker-Dealer such number of copies of any printed sales literature or other materials as the Managing Broker-Dealer may reasonably request in connection with the Offering. 3.2 The Issuer will comply with all requirements imposed upon it by federal the rules and regulations of the SEC, and by all applicable state securities lawslaws and regulations, rules, and regulations to permit the continuance of offers and sales of the Securities Securities, in accordance with the provisions of this Agreement and the Offering Circular Memorandum, and will amend or supplement the Offering Circular Memorandum in order to make the Offering Circular Memorandum comply with the requirements of applicable federal and applicable state securities laws, rules, laws and regulations. 3.2 If, 3.3 If at any time, time any event occurs as a result of which the Offering Circular Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which it was made, omit to state any material fact necessary to make the statements therein not misleading, the Issuer will notify the Managing Broker Broker-Dealer thereof, effect the preparation of an amendment or supplement to the Offering Circular Memorandum which will correct such statement or omission, and deliver to the Managing Broker Broker-Dealer such numbers of as many copies of such amendment or supplement to the Offering Circular Memorandum as the Managing Broker Broker-Dealer may reasonably request. 3.3 The Issuer shall not make any written or oral representations or statements to Investors that contradict or are inconsistent with the statements made in the Offering Circular, as amended or supplemented. 3.4 The Issuer will comply with all requirements imposed upon it by Regulation A, the regulations and rules thereunder, and applicable state securities laws. 3.5 The Issuer will apply the net proceeds from the Offering received by it in the manner set forth in the Offering CircularMemorandum. 3.6 The Issuer agrees to confirm all orders for purchase of Securities that are accepted by the Issuer and provide such confirmation 3.5 Subject to the Managing Broker Dealer Broker-Dealer’s actions and the Selling Group Members. 3.7 The Issuer will deliver to the Managing Broker Dealer such numbers actions of copies of the Offering Circular and any amendment(s) or supplement(s) thereto, with all appendices thereto, and such numbers of copies of printed sales literature or other materials as the Managing Broker Dealer may reasonably request others in connection with the Offering or for Offering, the purposes contemplated Issuer will comply with all requirements imposed upon it by federal Rule 506, the regulations thereunder, and applicable state securities laws. The Issuer will timely file a Form D with the SEC and state securities regulators when required. Upon request, the Issuer will furnish to the Managing Broker-Dealer a copy of such papers filed by the Issuer in connection with any such exemption. 3.8 3.6 The Issuer will furnish the holders of the Securities with all the reports described in the Offering Circular and applicable Issuer governing documents Memorandum under “Reports,” and will deliver to the Managing Broker Dealer, and make available, upon request, to each Selling Group Member and Introducing RIA, one Broker-Dealer a copy of each such report at the time that such reports are furnished to the holders of the Securities, and any other such other information concerning the Issuer, as may reasonably be requested. 3.9 Any officer, director, employee, or affiliate 3.7 In order to use electronic delivery of the Offering documents, the Issuer who buys any Securities will: 3.7.1 Provide a form of consent to electronic delivery to be signed by prospective Investors; and 3.7.2 Comply with Sections I(A)1 (b) – (e), I(A)2(d), I(B)2, and I(C), (E), (G), (H), (I) and (J) of the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures. 3.8 In order to use electronic signatures, the Issuer will (i) retain electronically signed documents in connection compliance with applicable laws and regulations, (ii) not condition participation in the Offering shall do so for investment purposes only on the use of electronic signatures, (iii) maintain written policies and not with procedures covering the intention use of resale or distributionelectronic signatures and (iv) provide a form of consent to electronic signatures to be signed by prospective Investors.

Duties and Obligations of the Issuer. 3.1 The Issuer will comply with all requirements imposed upon it by federal the rules and regulations of the SEC, and by all applicable state securities lawslaws and regulations, rules, and regulations to permit the continuance of offers and sales of the Securities Securities, in accordance with the provisions of this Agreement and in the Offering Circular Memorandum, and will amend or supplement the Offering Circular Memorandum in order to make the Offering Circular Memorandum comply with the requirements of applicable federal and applicable state securities laws, rules, laws and regulations. 3.2 If, at any time, any event occurs as a result of which the Offering Circular Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which it was made, omit to state any material fact necessary to make the statements therein not misleading, the Issuer will notify the Managing Broker Dealer thereof, effect the preparation of an amendment or supplement to the Offering Circular Memorandum which will correct such statement or omission, and deliver to the Managing Broker Dealer such numbers of copies of such amendment or supplement to the Offering Circular Memorandum as the Managing Broker Dealer may reasonably request. 3.3 The Issuer shall not make any written or oral representations or statements to Investors that contradict or are inconsistent with the statements made in the Offering CircularMemorandum, as amended or supplemented. 3.4 The Subject to the Managing Broker Dealer’s actions and the actions of others in connection with the Offering, the Issuer will comply with all requirements imposed upon it by Rule 506(b) of Regulation AD, the regulations and rules thereunder, and applicable state securities laws. The Issuer will file in a timely manner a Form D relating to the Offering with the SEC under Regulation D of the Securities Act and with the applicable state securities regulatory authorities. Upon request, the Issuer will furnish to the Managing Broker Dealer a copy of such papers filed by the Issuer in connection with any such exemption. 3.5 The Issuer will apply the net proceeds from the Offering received by it in the manner set forth in the Offering CircularMemorandum. 3.6 The Issuer agrees to confirm all orders for purchase of Securities that are accepted by the Issuer and provide such confirmation to the Managing Broker Dealer and the Selling Group Members. 3.7 The Issuer will deliver to the Managing Broker Dealer such numbers of copies of the Offering Circular Memorandum and any amendment(s) or supplement(s) thereto, with all appendices thereto, and such numbers of copies of printed sales literature or other materials as the Managing Broker Dealer may reasonably request in connection with the Offering or for the purposes contemplated by federal and applicable state securities laws. 3.8 3.7 The Issuer will furnish the holders of the Securities with all reports described in the Offering Circular Memorandum and applicable Issuer governing documents and will deliver to the Managing Broker Dealer, and make available, upon request, to each Selling Group Member and Introducing RIARegistered Investment Adviser, one copy of each such report at the time that such reports are furnished to the holders of the Securities, and any other such other information concerning the Issuer, as may reasonably be requested. 3.9 3.8 Any officer, director, employee, or affiliate of the Issuer who buys any Securities in connection with the Offering shall do so for investment purposes only and not with the intention of resale or distribution.

Duties and Obligations of the Issuer. The Issuer agrees that: 3.1 The Issuer will deliver to the Managing Broker-Dealer such numbers of copies of the Memorandum and any amendment or supplement thereto, with all appendices thereto, as the Managing Broker-Dealer may reasonably request for the purposes contemplated by federal and applicable state securities laws. The Issuer also will deliver to the Managing Broker‑Dealer such number of copies of any printed sales literature or other materials as the Managing Broker‑Dealer may reasonably request in connection with the Offering. In the event that the Issuer provides any copies of the Memorandum to any party, the Issuer shall promptly provide to the Managing Broker-Dealer the number identifying the copy of the Memorandum provided to such party. 3.2 The Issuer will comply with all requirements imposed upon it by federal the rules and regulations of the SEC, and by all applicable state securities lawslaws and regulations, rules, and regulations to permit the continuance of offers and sales of the Securities Securities, in accordance with the provisions of this Agreement and in the Offering Circular Memorandum, and will amend or supplement the Offering Circular Memorandum in order to make the Offering Circular Memorandum comply with the requirements of applicable federal and applicable state securities laws, rules, laws and regulations. 3.2 If, 3.3 If at any time, time any event occurs as a result of which the Offering Circular Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which it was made, omit to state any material fact necessary to make the statements therein not misleading, the Issuer will notify the Managing Broker Broker-Dealer thereof, effect the preparation of an amendment or supplement to the Offering Circular Memorandum which will correct such statement or omission, and deliver to the Managing Broker Broker-Dealer such numbers of as many copies of such amendment or supplement to the Offering Circular Memorandum as the Managing Broker Broker-Dealer may reasonably request. 3.3 The Issuer shall not make any written or oral representations or statements to Investors that contradict or are inconsistent with the statements made in the Offering Circular, as amended or supplemented. 3.4 The Issuer will comply with all requirements imposed upon it by Regulation A, the regulations and rules thereunder, and applicable state securities laws. 3.5 The Issuer will apply the net proceeds from the Offering received by it in the manner set forth in the Offering CircularMemorandum. 3.6 The Issuer agrees to confirm all orders for purchase of Securities that are accepted by the Issuer and provide such confirmation 3.5 Subject to the Managing Broker Dealer Broker-Dealer’s actions and the Selling Group Members. 3.7 The Issuer will deliver to the Managing Broker Dealer such numbers actions of copies of the Offering Circular and any amendment(s) or supplement(s) thereto, with all appendices thereto, and such numbers of copies of printed sales literature or other materials as the Managing Broker Dealer may reasonably request others in connection with the Offering or for Offering, the purposes contemplated Issuer will comply with all requirements imposed upon it by federal Rule 506, the regulations thereunder, and applicable state securities laws. The Issuer will timely file a Form D with the SEC and state securities regulators when required. Upon request, the Issuer will furnish to the Managing Broker-Dealer a copy of such papers filed by the Issuer in connection with any such exemption. 3.8 3.6 The Issuer will furnish the holders of the Securities with all the reports described in the Offering Circular and applicable Issuer governing documents Memorandum under “Reports,” and will deliver to the Managing Broker Dealer, and make available, upon request, to each Selling Group Member and Introducing RIA, one Broker-Dealer a copy of each such report at the time that such reports are furnished to the holders of the Securities, and any other such other information concerning the Issuer, as may reasonably be requested. 3.9 Any officer, director, employee, or affiliate 3.7 In order to use electronic delivery of the offering documents, the Issuer who buys any Securities in connection will: 3.7.1 Provide a form of consent to electronic delivery to be signed by prospective Investors, 3.7.2 Comply with Sections I(A)1 (b) – (e), I(A)2 (d), I(B)2, and I(C), (E), (G), (H), (I), and (J) of the NASAA Statement of Policy Regarding Use of Electronic Offering shall do so for investment purposes only Documents and not with the intention of resale or distributionElectronic Signatures.

Duties and Obligations of the Issuer. The Issuer agrees that: 3.1 The Issuer will deliver to the Dealer such numbers of copies of the Memorandum and any amendment or supplement thereto, with all appendices thereto, as the Dealer may reasonably request for the purposes contemplated by federal and applicable state securities laws. The Issuer also will deliver to the Dealer such number of copies of any printed sales literature or other materials as the Dealer may reasonably request in connection with the Offering. 3.2 The Issuer will comply with all requirements imposed upon it by federal the rules and regulations of the SEC, and by all applicable state securities lawslaws and regulations, rules, and regulations to permit the continuance of offers and sales of the Securities Securities, in accordance with the provisions of this Agreement and the Offering Circular Memorandum, and will amend or supplement the Offering Circular Memorandum in order to make the Offering Circular Memorandum comply with the requirements of applicable federal and applicable state securities laws, rules, laws and regulations. 3.2 If, 3.3 If at any time, time any event occurs as a result of which the Offering Circular Memorandum would include an untrue statement of a material fact or, in view of the circumstances under which it was made, omit to state any material fact necessary to make the statements therein not misleading, the Issuer will notify the Managing Broker Dealer thereof, effect the preparation of an amendment or supplement to the Offering Circular Memorandum which will correct such statement or omission, and deliver to the Managing Broker Dealer such numbers of as many copies of such amendment or supplement to the Offering Circular Memorandum as the Managing Broker Dealer may reasonably request. 3.3 The Issuer shall not make any written or oral representations or statements to Investors that contradict or are inconsistent with the statements made in the Offering Circular, as amended or supplemented. 3.4 The Issuer will comply with all requirements imposed upon it by Regulation A, the regulations and rules thereunder, and applicable state securities laws. 3.5 The Issuer will apply the net proceeds from the Offering received by it in the manner set forth in the Offering CircularMemorandum. 3.6 The Issuer agrees to confirm all orders for purchase of Securities that are accepted by the Issuer and provide such confirmation 3.5 Subject to the Managing Broker Dealer Dealer’s actions and the Selling Group Members. 3.7 The Issuer will deliver to the Managing Broker Dealer such numbers actions of copies of the Offering Circular and any amendment(s) or supplement(s) thereto, with all appendices thereto, and such numbers of copies of printed sales literature or other materials as the Managing Broker Dealer may reasonably request others in connection with the Offering or for Offering, the purposes contemplated Issuer will comply with all requirements imposed upon it by federal Rule 506, the regulations thereunder and applicable state securities laws. The Issuer will timely file a Form D with the SEC and state securities regulators when required. Upon request, the Issuer will furnish to the Dealer a copy of such papers filed by the Issuer in connection with any such exemption. 3.8 3.6 The Issuer will furnish the holders of the Securities with all the reports described in the Offering Circular and applicable Issuer governing documents Memorandum under “Reports,” and will deliver to the Managing Broker Dealer, and make available, upon request, to each Selling Group Member and Introducing RIA, one Dealer a copy of each such report at the time that such reports are furnished to the holders of the Securities, and any other such other information concerning the Issuer, as may reasonably be requested. 3.9 Any officer, director, employee, or affiliate 3.7 In order to use electronic delivery of the Offering documents, the Issuer who buys any Securities will: 3.7.1 Provide a form of consent to electronic delivery to be signed by prospective Investors; and 3.7.2 Comply with Sections I(A)1 (b) – (e), I(A)2(d), I(B)2, and I(C), (E), (G), (H), (I) and (J) of the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures. 3.8 In order to use electronic signatures, the Issuer will (i) retain electronically signed documents in connection compliance with applicable laws and regulations, (ii) not condition participation in the Offering shall do so for investment purposes only on the use of electronic signatures, (iii) maintain written policies and not with procedures covering the intention use of resale or distributionelectronic signatures and (iv) provide a form of consent to electronic signatures to be signed by prospective Investors.

Duties and Obligations of the Issuer. The Issuer agrees that: 3.1 The Issuer will deliver to the Managing Broker-Dealer such numbers of copies of the Offering Circular and any amendment or supplement thereto, with all appendices thereto, as the Managing Broker-Dealer may reasonably request for the purposes contemplated by federal and applicable state securities laws. The Issuer also will deliver to the Managing Broker-Dealer such number of copies of any printed sales literature or other materials as the Managing Broker-Dealer may reasonably request in connection with the Offering. In the event that the Issuer provides any copies of the Offering Circular to any party, the Issuer shall promptly provide to the Managing Broker-Dealer the number identifying the copy of the Offering Circular provided to such party. 3.2 The Issuer will comply with all requirements imposed upon it by federal the rules and regulations of the SEC, and by all applicable state securities lawslaws and regulations, rules, and regulations to permit the continuance of offers and sales of the Securities Securities, in accordance with the provisions of this Agreement and in the Offering Circular Circular, and will amend or supplement the Offering Circular in order to make the Offering Circular comply with the requirements of applicable federal and applicable state securities laws, rules, laws and regulations. 3.2 If, 3.3 If at any time, time any event occurs as a result of which the Offering Circular would include an untrue statement of a material fact or, in view of the circumstances under which it was made, omit to state any material fact necessary to make the statements therein not misleading, the Issuer will notify the Managing Broker Broker-Dealer thereof, effect the preparation of an amendment or supplement to the Offering Circular which will correct such statement or omission, and deliver to the Managing Broker Broker-Dealer such numbers of as many copies of such amendment or supplement to the Offering Circular as the Managing Broker Broker-Dealer may reasonably request. 3.3 The Issuer shall not make any written or oral representations or statements to Investors that contradict or are inconsistent with the statements made in the Offering Circular, as amended or supplemented. 3.4 The Issuer will comply with all requirements imposed upon it by Regulation A, the regulations and rules thereunder, and applicable state securities laws. 3.5 The Issuer will apply the net proceeds from the Offering received by it in the manner set forth in the Offering Circular. 3.6 The Issuer agrees to confirm all orders for purchase of Securities that are accepted by the Issuer and provide such confirmation to the Managing Broker Dealer and the Selling Group Members. 3.7 3.5 The Issuer will deliver to the Managing Broker Dealer such numbers of copies of the Offering Circular and any amendment(s) or supplement(s) thereto, comply with all appendices theretorequirements imposed upon it by Regulation A, and such numbers of copies of printed sales literature or other materials as the Managing Broker Dealer may reasonably request in connection with the Offering or for the purposes contemplated by federal rules thereunder, and applicable state securities laws. The Issuer will timely file a Form 1-A with the SEC and all applicable “blue sky” filings with the applicable state securities regulators when required but in any event no later than fifteen (15) days after the Issuer’s (i) acceptance of the Investor’s completed subscription materials and (ii) receipt of the purchase price of the Securities. Upon request, the Issuer will furnish to the Managing Broker-Dealer a copy of such papers filed by the Issuer in connection with any such exemption. 3.8 3.6 The Issuer will furnish the holders of the Securities with all the reports described in the Offering Circular and applicable Issuer governing documents and will deliver to the Managing Broker Broker-Dealer, and make available, upon request, to each Selling Group Member and Introducing RIAMember, one a copy of each such report at the time that such reports are furnished to the holders of the Securities, and any other such other information concerning the Issuer, as may reasonably be requested. 3.9 Any officer, director, employee, or affiliate 3.7 In order to use electronic delivery of the Offering documents, the Issuer who buys any Securities will: 3.7.1 Provide a form of consent to electronic delivery to be signed by prospective Investors; and 3.7.2 Comply with Sections I(A)1 (b) – (e), I(A)2(d), I(B)2, and I(C), (E), (G), (H), (I) and (J) of the NASAA Statement of Policy Regarding Use of Electronic Offering Documents and Electronic Signatures. 3.8 In order to use electronic signatures, the Issuer will (i) retain electronically signed documents in connection compliance with applicable laws and regulations, (ii) not condition participation in the Offering shall do so for investment purposes only on the use of electronic signatures, (iii) maintain written policies and not procedures covering the use of electronic signatures and (iv) provide a form of consent to electronic signatures to be signed by prospective Investors. 3.9 The Issuer will provide holders of the Securities with the intention of resale or distributionannual financial statements as required by applicable securities laws.