Common use of Memorandum and Authorized Sales Materials Clause in Contracts

Memorandum and Authorized Sales Materials. Participating Broker-Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares except as set forth in the Memorandum and the Authorized Sales Materials. The Dealer Manager will supply Participating Broker-Dealer with reasonable quantities of the Memorandum, any supplements thereto and any amended Memorandum, as well as any Authorized Sales Materials, for delivery to prospective accredited investors; provided that the Dealer Manager may, in its sole discretion, limit the number of Memorandum or Authorized Sales Materials provided to any Participating Broker-Dealer with any such request, and Participating Broker-Dealer will deliver a copy of the Memorandum and all supplements thereto and any amended Memorandum to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. Participating Broker-Dealer agrees that it will not send or give any supplements to the Memorandum, any amended Memorandum or any Authorized Sales Materials to such investor unless it has previously sent or given a Memorandum and all supplements thereto and any amended Memorandum to that investor or has simultaneously sent or given a Memorandum and all supplements thereto and any amended Memorandum with such Memorandum supplement, amended Memorandum or Authorized Sales Materials. Participating Broker-Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. Participating Broker-Dealer agrees that it will not use any form of written communication other than the Memorandum, the Authorized Sales Materials and any other written documentation relating to the Offering previously approved in writing by the Company in connection with the offering and sale of the Shares (collectively, “Offering Materials”) without the prior written consent of the Company. Participating Broker-Dealer agrees to comply with all applicable requirements under the Securities Act, the Exchange Act, the rules of FINRA and any other foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency, as each may be amended from time to time, in offering and selling Shares.

Memorandum and Authorized Sales Materials. Participating Broker-The Dealer Manager agrees that it is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Memorandum and the any Authorized Sales Materials. The Dealer Manager will supply Participating Broker-Dealer with reasonable quantities of the Memorandum, any supplements thereto and any amended Memorandum, as well as any Authorized Sales Materials, for delivery further agrees (i) not to prospective accredited investors; provided that the Dealer Manager may, in its sole discretion, limit the number of Memorandum or Authorized Sales Materials provided to any Participating Broker-Dealer with any such request, and Participating Broker-Dealer will deliver a copy of the Memorandum and all supplements thereto and any amended Memorandum to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. Participating Broker-Dealer agrees that it will not send or give any supplements to the Memorandum, any amended Memorandum or any Authorized Sales Materials to such investor unless it has previously sent or given a Memorandum and all supplements thereto and any amended Memorandum to that investor or prospective investor, to any broker-dealer that has simultaneously sent or given not entered into a Memorandum and all supplements thereto and any amended Memorandum with such Memorandum supplement, amended Memorandum or Authorized Sales Materials. Participating Broker-Dealer agrees that Agreement, or to any representatives or other associated persons of such a broker-dealer, unless it will is accompanied or preceded by the Memorandum as amended and supplemented, (ii) not to show or give to any investor or prospective investor or reproduce any material or writing which that is supplied to it by the Dealer Manager Company and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. members of the public and (iii) not to show or give to any investor or prospective investor in a particular jurisdiction (and will similarly require Participating Broker-Dealers pursuant to the Participating Broker-Dealer agrees Agreement) any material or writing that is supplied to it will not use any form of written communication other than the Memorandum, the Authorized Sales Materials and any other written documentation relating to the Offering previously approved in writing by the Company if such material bears a legend denoting that it is not to be used in connection with the offering and sale of the Shares (collectively, “Offering Materials”) without the prior written consent to members of the Companypublic in such jurisdiction. Dealer Manager, in its agreements with Participating Broker-Dealers, will include requirements and obligations of the Participating Broker-Dealers similar to those imposed upon the Dealer Manager pursuant to this Section 14. The Dealer Manager agrees that the Company shall be permitted to comply with all applicable requirements under the Securities Actdeliver at any time, the Exchange Act, the rules of FINRA and any other foreign, state or local securities or other laws or rules of FINRA or any other applicable self-regulatory agency, as each may be amended from time to time, in offering notice (including via email) that any materials that constitute Authorized Sales Materials shall no longer be used and selling Sharesno longer constitute Authorized Sales Materials for purposes of this Agreement. Following receipt of such notice, the Dealer Manager shall immediately cease using such Authorized Sales Materials and notify each Participating Broker-Dealer to cease using such Authorized Sales Materials immediately.

Memorandum and Authorized Sales Materials. Participating Broker-Dealer is not authorized or permitted to give, and will not give, any information or make any representation (written or oral) concerning the Shares Shares, except as set forth in the Memorandum and the any Authorized Sales Materials. The Dealer Manager will supply Participating Broker-Dealer with reasonable quantities of the Memorandum, any supplements thereto and any amended Memorandum, as well as any Authorized Sales Materials, for delivery to prospective accredited investors; provided that the Dealer Manager may, in its sole discretion, limit the number of Memorandum or Authorized Sales Materials provided to any Participating Broker-Dealer with any such request, and Participating Broker-Dealer will deliver a copy of the Memorandum and all supplements thereto and any amended Memorandum to each investor to whom an offer is made prior to or simultaneously with the first solicitation of an offer to sell the Shares to an investor. Participating Broker-Dealer agrees that it will not send or give any supplements to the Memorandum, any amended Memorandum or any Authorized Sales Materials to such an investor unless it has previously sent or given a Memorandum and all supplements thereto and any amended Memorandum to that investor or has simultaneously sent or given a Memorandum and all supplements thereto and any amended Memorandum with such Memorandum supplement, amended Memorandum or Authorized Sales Materials. Participating Broker-Dealer agrees that it will not show or give to any investor or prospective investor or reproduce any material or writing which is supplied to it by the Dealer Manager and marked “broker-dealer use only” or otherwise bearing a legend denoting that it is not to be used in connection with the offer or sale of Shares to potential investors. Participating Broker-Dealer agrees that it will not use any form of written communication other than the Memorandum, the Authorized Sales Materials and any other written documentation relating to the Offering previously approved in writing by the Company in connection with the offering and offer or sale of Shares any material or writing supplied to it by the Company or the Dealer Manager bearing a legend which states that such material may not be used in connection with the offer or sale of the Shares (collectively, “Offering Materials”) without or any other securities. Dealer further agrees that it will not use in connection with the prior written consent offer or sale of Shares any materials or writings which have not been previously authorized or approved by the Dealer Manager. Dealer agrees to furnish a copy of any supplement to a Memorandum to each person to whom it has furnished a copy of the CompanyMemorandum. Participating Broker-On becoming a Dealer, and in offering and selling Shares, Dealer agrees to comply with all the applicable requirements under the Securities Act, the Exchange Act, the rules of FINRA Act and any other foreign, state or local securities or other laws or rules of FINRA or any all other applicable self-regulatory agency, as each may be amended from time to time, in offering and selling Sharessecurities laws.