Common use of Duties and Obligations of the Selling Group Member Clause in Contracts

Duties and Obligations of the Selling Group Member. 2.1 You hereby agree to solicit, as an independent contractor and not as the Managing Broker Dealer’s agent, or as an agent of the Issuer or its affiliates, persons acceptable to the Issuer to purchase the Securities pursuant to the subscription agreement (the “Subscription Agreement”) in the form attached to the Offering Circular and in accordance with the terms of the Offering Circular, and to diligently make inquiries as required by this Agreement, the Offering Circular, or applicable law with respect to prospective Investors in order to ascertain whether a purchase of the securities is suitable for the Investor. In accordance with the instructions set forth in the Subscription Agreement, all complete Subscription Agreements and customer funds for the purchase of the Securities received by you with respect to any Subscription Agreement shall be transmitted as provided in in this Agreement. No Subscription Agreement shall be effective unless and until accepted by the Issuer. 2.2 Upon authorization by the Managing Broker Dealer, you may offer the Securities at the Offering price set forth in the Offering Circular, subject to the terms and conditions thereof, and you agree to comply in all respects with the purchase procedures and plan of distribution set forth in the Offering Circular. 2.3 You will provide each prospective Investor with a copy of the Offering Circular and exhibits and appendices thereto during the course of the Offering and before sale, and advise each such prospective Investor at the time of the initial offering to him or her that the Issuer and/or its agents and consultants will, during the course of the Offering and prior to any sale, accord said Investor and his or her purchaser representative, if any, the opportunity to ask questions of and to receive answers from the Issuer and/or its agents and consultants concerning the terms and conditions of the Offering and to obtain any additional information, which information is possessed by the Issuer or may be obtained by it without unreasonable effort or expense and which is necessary to verify the accuracy of the information contained in the Offering Circular. 2.4 All subscriptions solicited by you will be strictly subject to confirmation by the Managing Broker Dealer and acceptance thereof by the Issuer. The Managing Broker Dealer and the Issuer reserve the right in their absolute discretion to reject any subscription for any reason. Neither you nor any other person is authorized to and neither you nor any of your employees, agents, or representatives shall give any information or make any representation other than those contained in the Offering Circular or in any supplemental sales literature furnished by the Managing Broker Dealer or the Issuer for use in making solicitations in connection with the offer and sale of the Securities. 2.5 The Issuer or the Managing Broker Dealer will provide you with such number of copies of the Offering Circular and such number of copies of amendments and supplements thereto as you may reasonably request. You will be responsible for correctly placing orders of such materials and will reimburse the Issuer or the Managing Broker Dealer for any costs incurred in connection with unreasonable or mistaken orders. The Managing Broker Dealer also understands that the Issuer may provide you with certain supplemental sales material to be used by you in connection with the solicitation of purchases of the Securities. If you elect to use such supplemental sales material, you agree that such material shall not be used in connection with the solicitation or purchase of the Securities unless accompanied or preceded by the Offering Circular, as then currently in effect, and as it may be amended or supplemented in the future. 2.6 You agree not to execute any transaction in which an Investor invests in the Securities in a discretionary account without prior written approval of the transaction by the Investor. 2.7 You will immediately bring to the attention of the Issuer and the Managing Broker Dealer any circumstance or fact which causes you to believe the Offering Circular, or any other literature distributed pursuant to the Offering, or any information supplied to prospective Investors in their purchase materials, may be inaccurate or misleading. 2.8 You will limit the offering of the Securities to persons whom you have reasonable grounds to believe, and in fact believe, after conducting a reasonable inquiry and due diligence of the Offering in accordance with FINRA rules, meet the financial suitability and other Investor requirements set forth in the Offering Circular. 2.9 You agree that in recommending to an Investor the purchase or sale of the Securities, you shall have reasonable grounds to believe, on the basis of information obtained from the prospective Investor concerning his or her investment objectives, other investments, financial situation and needs, and any other information known by you, that: 2.9.1 The prospective Investor meets the suitability requirements set forth in the Offering Circular and documents associated with the Offering, and the acquisition of Securities by the Investor is a suitable investment for such Investor as may be required by all applicable laws, rules and regulations; 2.9.2 The prospective Investor is in a financial position appropriate to enable him or her to realize to a significant extent the benefits described in the Offering Circular; 2.9.3 The prospective Investor has a financial net worth sufficient to sustain the risks inherent in an investment in the Securities, including, but not limited to, the total loss of the investment, lack of liquidity, and other risks described in the Offering Circular; 2.9.4 The information contained in each completed Subscription Agreement is true and correct in all material respects with respect to such Investor; and 2.9.5 Such Investor will be acquiring the Securities for investment and not with a view a toward distribution. 2.10 You agree to retain in your records and make available to the Managing Broker Dealer and to the Issuer, for a period of at least six (6) years following the Offering Termination Date, a record of the information obtained pursuant to your engagement hereunder, including without limitation all of the information used by you to determine that (i) each person who purchases the Securities pursuant to a Subscription Agreement solicited by you is within the permitted class of Investors under the requirements of the jurisdiction in which such Investor is a resident, (ii) each such person met the suitability requirements set forth in the Offering Circular and the Subscription Agreement (both at the time of the initial purchase and at the time of any additional purchases), (iii) each such person is suitable for such investment and the basis on which such suitability determination was made, and (iv) a representation of each such person that it is investing for investment and not with a view toward distribution. 2.11 You agree that upon request by the Managing Broker Dealer, you will furnish a complete list of all persons who have been offered the Securities and such persons’ place of residence. 2.12 You agree that before executing a purchase transaction in the Securities, you will inform the prospective Investor and his or her purchaser representative, if any, of all pertinent facts relating to the liquidity and marketability of the Securities, as appropriate, during the term of the investment. 2.13 You hereby undertake and agree to comply with all obligations applicable to you as set forth in FINRA rules, including, but not limited to, any new suitability and filing requirements. 2.14 You will refrain from making any representations to any prospective Investor other than those contained in the Offering Circular, and will not allow any other written materials to be used to describe the potential investment to prospective Investors other than the Offering Circular or factual summaries and sales brochures of the Offering prepared by the Issuer. 2.15 You will refrain from distributing any material to prospective Investors that is marked “Financial Advisor Use Only”, “Broker Dealer Use Only,” or with similar language or disclosures or any other due diligence material related to the Offering received by You. 2.16 The Managing Broker Dealer shall have full authority to take such action as it may deem advisable with respect to all matters pertaining to the Offering. The Managing Broker Dealer shall be under no liability to you except for gross negligence or willful misconduct and for obligations expressly assumed by it in this Agreement. Nothing contained in this section is intended to operate as, and the provisions of this section shall not constitute a waiver by you, of compliance with any provision of the Securities Act, the Exchange Act, and any other applicable federal or state law, rule, and regulations thereunder.