Common use of Offering and Sale of Units Clause in Contracts

Offering and Sale of Units. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the selling agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable efforts during the Offering Period to find subscribers for the Units at a public offering price of $1,000 per Unit, each investor being required to subscribe for at least 5 Units. The Offering Period will terminate on March 1, 2003, unless extended no later than April 30, 2003 by the board of directors of the Company (either March 1, 2003 or such later date, as applicable, the "Offering Termination Date"). At all times during the Offering Period you shall follow the procedures set forth in this Section 2. (b) Signature pages to the Subscription Agreement and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred to as the "Subscription Documents") must be completed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed and executed. You shall return the Subscription Documents together with a check (in the amount or amounts required by paragraph (a) above) payable to Midwest Bank, N.A. (the "Bank") with respect to the Company at Oregon Trail Ethanol Coalition, L.L.C., 000 Xxxx 0xx Xxxxxx, Xxx 000, Xxxxxxxxx, NE, 68335. You will comply with the requirements of Rule l5c2-4 of the Securities Exchange Act of 1934, as amended and any applicable state law or regulation applicable to your efforts in the Offering. (c) You agree to retain in your records and make available to us, for a period of at least four years after the Offering Termination Date, information establishing that each purchaser of the Units pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by you meets the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investor. (d) The Company, upon receipt of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of the Units have been sold. The Company, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should the Company determine to accept the tender of the signature pages to the Subscription Documents, the Company will promptly advise you of such action. Should the Company determine to reject the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaser), of such determination, and will promptly cause the return of the tendered signature pages to the Subscription Documents and payment of the purchase price of the Units directly to you or to the prospective purchaser.

Offering and Sale of Units. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the selling agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable efforts during the Offering Period to find subscribers for the Units at a public offering price of $1,000 per Unit, each investor being required to subscribe for at least 5 Units. The Offering Period will terminate on March 1April 30, 2003, unless extended no later than April 30, 2003 by the board of directors of the Company (either March 1, 2003 or such later date, as applicable, the "Offering Termination Date"). At all times during the Offering Period you shall follow the procedures set forth in this Section 2. (b) Signature pages to the Subscription Agreement and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred to as the "Subscription Documents") must be completed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed and executed. You shall return the Subscription Documents together with a check (in the amount or amounts required by paragraph (a) above) payable to Midwest Bank, N.A. (the "Bank") with respect to the Company at Oregon Trail Ethanol Coalition, L.L.C., 000 Xxxx 0xx Xxxxxx, Xxx 000, Xxxxxxxxx, NE, 68335. You will comply with the requirements of Rule l5c2-4 of the Securities Exchange Act of 1934, as amended and any applicable state law or regulation applicable to your efforts in the Offering. (c) You agree to retain in your records and make available to us, for a period of at least four years after the Offering Termination Date, information establishing that each purchaser of the Units pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by you meets the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investor. (d) The Company, upon receipt of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of the Units have been sold. The Company, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should the Company determine to accept the tender of the signature pages to the Subscription Documents, the Company will promptly advise you of such action. Should the Company determine to reject the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaser), of such determination, and will promptly cause the return of the tendered signature pages to the Subscription Documents and payment of the purchase price of the Units directly to you or to the prospective purchaser.

Offering and Sale of Units. Closing Time and Admission Dates. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the selling agent exclusive Selling Agent of the Company Partnership during the term herein specified (the "Offering Period") for the purpose of finding subscribers acceptable Subscribers for the Units for the account and risk of the Company Partnership through a public offering, and subject . Subject to the performance by the Company Company, the Managing General Partner and the Partnership of all of its their obligations to be performed hereunder hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable your best efforts during the Offering Period to find subscribers Subscribers for the Units at a public offering price of $1,000 25.00 per Unit, each investor Subscriber being required to subscribe for at least 5 100 Units. The Offering Period will terminate on March 1, 2003, unless extended no otherwise required by any state securities commission. You hereby agree to instruct Subscribers to make checks for the purchase of Units payable to "ChaseMellon Shareholder Services, L.L.C./CIP III - Escrow Account" and in accordance with the Escrow Deposit Agreement dated ____________ ____, 1997 by and among you, ChaseMellon Shareholder Services, L.L.C. and the Partnership, you agree to transfer such checks to the Escrow Agent by noon of the next business day following receipt. Your agency hereunder, which is coupled with an interest and, therefore, is not terminable by the Partnership without your permission, shall continue until not later than April 30March 31, 2003 by 1998. You hereby confirm that you are aware of your obligation to participate in a public offering of a direct participation program only if (1) standards of suitability have been established and are disclosed to investors which are consistent with the board provisions of directors Rule 2810 of the Company Rules of Conduct of the NASD (either March 1"Rule 2810") and all Subscribers are informed of all pertinent facts relating to the liquidity and marketability of the Units, 2003 or such later date, as applicable, and no subscriptions for Units in a discretionary account shall be made without the "Offering Termination Date"). At Subscriber's prior written approval; (2) you have reasonable grounds to believe that all times during material facts (based upon information obtained and due diligence activities performed) are adequately and accurately disclosed and provide a basis for evaluating the Offering Period you shall follow program (including the procedures items of disclosure set forth in this Section 2(b)(3) of Rule 2810); and (3) the organization and offering expenses reimbursed by the program are fair and reasonable, taking into account all relevant factors (and in all events are not per se unreasonable in accordance with the provisions of Section (b)(4) of Rule 2810. (b) Signature pages In the event the offering is commenced and acceptable subscriptions for at least 40,000 Units shall not have been received by the Offering Termination Date, all funds received from Subscribers (if any) shall be returned in full, together with, except as set forth in the Prospectus, any interest actually earned thereon and without deduction of any escrow or other fee or expenses; and your agency and this Agency Agreement shall terminate without obligation on your part or on the part of the Managing General Partner or the Partnership, except as provided in Section 4 hereof. The Company, the Managing General Partner or the Management Company may subscribe for Units (but such subscriptions shall not be counted to satisfy the 40,000 Unit minimum) on the same terms and conditions as other investors. Any such Units purchased by the Company, the Managing General Partner or the Management Company will be purchased for investment. (c) At the Offering Termination Date or at such earlier time as may be agreed upon by you and the Partnership, if at least 40,000 Units shall have been properly subscribed for or at such earlier time as all the Units shall have been properly subscribed for, you shall notify the Managing General Partner of the aggregate number of Units for which you have received subscriptions, and then shall deliver payment of the purchase price for the Units for which you have found subscribers, and, with respect to each subscriber for Units, deliver a copy of the Subscription Agreement and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred to as the "Subscription Documents") must be completed signed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to such Subscriber (including the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed Qualification and executed. You shall return the Subscription Documents together with a check (in the amount or amounts required by paragraph (a) above) payable to Midwest Bank, N.A. (the "Bank") Acceptance Page with respect to each Subscriber, which may be accompanied by a Subscription Qualification and Acceptance Page which has attached thereto a listing of those Subscribers to which it relates), to the Company Partnership at Oregon Trail Ethanol Coalition, L.L.C., 000 Xxxx 0xx Xxxxxx, Xxx 000, Xxxxxxxxx, NE, 68335. You will comply with the requirements of Rule l5c2-4 office of the Securities Exchange Act of 1934Management Company, 12550 Xxxxxxxxxx Xxxx, Xx. Xxxxx, Xxxxxxxx 00000, xx at such other place as amended and any applicable state law or regulation applicable to your efforts in the Offering. (c) You agree to retain in your records and make available to us, for a period of at least four years after the Offering Termination Date, information establishing that each purchaser of the Units pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by agreed upon between you meets and the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investor. (d) The Company, upon receipt of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of the Units have been sold. The CompanyPartnership, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should the Company determine to accept the tender of the signature pages to the Subscription Documents, the Company will promptly advise you of such action. Should the Company determine to reject the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaser), of such determination, and will promptly cause the return of the tendered signature pages to the Subscription Documents and payment of the purchase price of the Units directly to you or to the prospective purchaser.10:00 a.m.

Offering and Sale of Units. (a) On the basis of the representations, warranties and covenants agreements herein contained, but subject to the terms and conditions herein set forth, PDC hereby appoints you are hereby appointed as the selling agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable efforts Dealer Manager during the Offering Period to find subscribers for offer all of the Units at a public offering price of $1,000 per Unit, each investor being required to subscribe for at least 5 Units. The Offering Period will terminate on March 1, 2003, unless extended no later than April 30, 2003 by potential investors in the board of directors Partnership in accordance with the terms of the Company (either March 1Prospectus, 2003 or such later dateand you agree to use your best efforts as Dealer Manager, as applicablepromptly following the Effective Date, to offer the "Offering Termination Date"). At all times during Units to suitable investors at the Offering Period you shall follow price and in accordance with the procedures set forth terms stated in this Section 2the Prospectus. (b) Signature pages to the Subscription Agreement The offering of Units by you and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred Soliciting Dealers will only be made to as the "Subscription Documents") must be completed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed and executed. You shall return the Subscription Documents together with a check (potential investors residing in the amount or amounts required by paragraph (a) above) payable states listed on Exhibit A to Midwest Bank, N.A. (this Agreement without the "Bank") with respect to the Company at Oregon Trail Ethanol Coalition, L.L.C., 000 Xxxx 0xx Xxxxxx, Xxx 000, Xxxxxxxxx, NE, 68335. You will comply with the requirements prior consent of Rule l5c2-4 of the Securities Exchange Act of 1934, as amended and any applicable state law or regulation applicable to your efforts in the OfferingPDC. (c) You agree All sales of Units will be conditioned upon receipt of Subscriptions from suitable investors acceptable to retain in your records and make available to us, PDC for a period minimum of at least four years after 75 Units ($1,500,000); $2,500,000 representing 125 units with respect to PDC 1998-D Limited Partnership, PDC 1999-D Limited Partnership and PDC 2000-D Limited Partnership (the Offering "Minimum Offering") on or before the Termination Date, information establishing that each purchaser . All checks received with Subscription Documents shall be made payable to "PNC Bank N.A. as Escrow Agent for PDC 199 - [2000] Limited Partnership" and shall be transferred to the Escrow Agent by noon of the Units next business day after receipt for deposit in the Escrow Account established pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by you meets the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investorProspectus. (d) The Company, All sales of Units will be conditioned upon receipt acceptance by PDC of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of each subscriber (consisting of the Units have been sold. The CompanySubscription Agreement, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should all in the Company determine to accept the tender of the signature pages to the Subscription Documentsform as may be approved by you, the Company will promptly advise you of such action. Should Soliciting Dealers and PDC, or as may be required by the Company determine to reject Prospectus and the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaserPartnership Agreement), of such determination, which shall be duly executed by each subscriber and will promptly cause the return of the tendered signature pages to the Subscription Documents and be accompanied by payment in cash of the purchase price of Units subscribed to by each such subscriber. PDC shall have the right, in its sole discretion, to reject the Subscription of any potential purchaser of Units. (e) The Units will be sold only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and such other requirements may be required by the states in which the Units directly are sold. (f) In consideration of your execution of this Agreement, and the performance of your obligations hereunder, and in further consideration of your supervising the offering of Units, PDC agrees to cause the Partnership to pay to you, within ten (10) business days after the filing of the Certificate, 10-1/2% of the Partnership Subscriptions (as defined in the Partnership Agreement) received and accepted by PDC as of the Closing Date, out of which you or may pay commissions totaling not more than 8% to the prospective purchaserSoliciting Dealer and reimbursement of due diligence expenses, marketing support fees, and other compensation, totaling no more than 2% to the Soliciting Dealer as provided in the Soliciting Dealers Agreement, and from which you may retain 0.5% of the Partnership Subscriptions as a wholesaling fee, provided, however, that in the event the Minimum Offering is not achieved on or before the Termination Date and this Agreement is terminated, neither you nor the Soliciting Dealers shall receive any sales commissions or fees. Total compensation to NASD members under this agreement shall not exceed 10% of Subscriptions and reimbursement of bona fide due diligence expenses shall not exceed 0.5% of Subscriptions. Prior to the time any partnership had reached the Minimum Offering, the Managing General Partner shall advance from its own funds sales commissions and due diligence expenses which would otherwise be payable in connection with subscription funds received and cleared from subscribers that the Managing General Partner deems suitable to be Investor Partners.

Offering and Sale of Units. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the selling agent of the Company during the term herein specified (the "“Offering Period"”) for the purpose of finding subscribers for the Units for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable efforts during the Offering Period to find subscribers for the Units at a public offering price of $1,000 1.00 per Unit, each investor being required to subscribe for at least 5 5,000 Class A Units or, if purchasing Class B Units, each investor being required to be an Accredited Investor (as defined in the Subscription Agreement) and being required to subscribe for at least 1,000,000 Class B Units. The Offering Period will terminate on March 115, 2003, unless extended no later than April 30to August 31, 2003 by the board of directors managers of the Company (either March 115, 2003 or such later date, as applicable, the "“Offering Termination Date"”). At all times during the Offering Period you shall follow the procedures set forth in this Section 2. (b) Signature pages to the Subscription Agreement and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred to as the "“Subscription Documents"”) must be completed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed and executed. You shall return the Subscription Documents together with a check (in the amount or amounts required by paragraph (a) above) payable to First Midwest Bank, N.A. Bank (the "“Bank"”) with respect to the Company at Oregon Trail Ethanol CoalitionIllinois River Energy, L.L.C.LLC, 000 Xxxx 0xx 0000 Xxxxx Xxxxxxx Xxxxxx, Xxx Xxxxx 000, XxxxxxxxxXxxxxxxx, NEXxxxxxxx, 6833500000. You will comply with the requirements of Rule l5c2-4 l5c2–4 of the Securities Exchange Act of 1934, as amended and any applicable state law or regulation applicable to your efforts in the Offering. (c) You agree to retain in your records and make available to us, for a period of at least four years after the Offering Termination Date, information establishing that each purchaser of the Units pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's ’s investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by you meets the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investor. (d) The Company, upon receipt of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of the Units have been sold. The Company, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should the Company determine to accept the tender of the signature pages to the Subscription Documents, the Company will promptly advise you of such action. Should the Company determine to reject the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaser), of such determination, and will promptly cause the return of the tendered signature pages to the Subscription Documents and payment of the purchase price of the Units directly to you or to the prospective purchaser.

Offering and Sale of Units. (a) On the basis of the representations, warranties warranties, and covenants herein contained, but subject to the terms and upon the conditions herein set forth, you are the Selling Agent is hereby appointed the exclusive selling agent of the Company during the term herein specified below (the "“Offering Period"”) for the purpose of finding subscribers for the Units for the account and risk of the Company through a public offering, and subject the Offering to an unlimited number of “accredited investors” (as such term is defined in Rule 501 of Regulation D). Subject to the performance by the Company of all of its obligations to be performed hereunder hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you Selling Agent hereby accept accepts such agency engagement and agree agrees on the terms and conditions herein set forth to use commercially reasonable efforts advise, consult with and assist the Company during the Offering Period to find subscribers for a minimum of 30 and a maximum of 50 Units (as may be increased by the Units “Maximum Amount”_ at a public offering price of Ten Thousand Dollars ($1,000 10,000.00) per Unit, each investor being required to subscribe for at least 5 Units. The Offering Period will terminate on March 1Selling Agent’s engagement hereunder, 2003which is terminable as provided in Section 11 hereof, unless extended no shall continue until not later than April 30December 31, 2003 2007; provided that such termination date (the “Termination Date”) may be extended by mutual agreement of the parties for up to 61 days. The Maximum Amount may be increased by the board parties by an additional $100,000 of directors of the Company (either March 1, 2003 or such later date, as applicable, the "Offering Termination Date"). At all times during the Offering Period you shall follow the procedures set forth in this Section 2gross proceeds to cover oversubscriptions. (b) Signature pages to the Subscription Agreement and the LLC Agreement (the Subscription Agreement together In connection with the LLC Agreement performance of its obligations under this Agreement, the Selling Agent may engage, for the account of the Company, the services of one or more broker-dealers (“Additional Agents”) who are hereinafter referred to as members of the "Subscription Documents") must be completed by or on behalf of each person desiring to purchase Units in form Financial Industry Regulatory Authority and substance satisfactory who are acceptable to the Company, and, as compensation for their services, shall pay to such Additional Agents an amount to be negotiated between the Selling Agent and such Additional Agents. You Such amount will be paid to the Additional Agents by the Selling Agent only out of the commissions received by it in respect of sales of Units as described in paragraph (f) of this Section 4, and the Company shall ascertain have no obligation to any Additional Agent respecting any such payment. The arrangements, if any, between the Company, the Selling Agent, and any Additional Agent shall be set forth in an Additional Agent Agreement (“Additional Agent Agreement”), which shall provide, among other things, that such Additional Agent shall be deemed to have agreed to the signature pages matters set forth herein as if the Additional Agent were a signatory hereof. Nothing contained in this Agreement or in the Additional Agent Agreement shall be deemed to constitute the Additional Agents, if any, as the Selling Agent’s agents, and the Selling Agent shall not be liable to the Company in respect of the performance by the Additional Agents, if any, of any representations, warranties or covenants of such Additional Agents contained herein or in the Additional Agent Agreement. (c) Each subscriber must complete and execute a copy of the Subscription Documents sent (including an Investor Questionnaire) Upon receipt, the Selling Agent shall forward all Subscription Documents to the Selling Agent and a copy to Xxxxxxx X. Xxxxxx, Attorney At Law, 000 Xxxxx Xxxx Xxxxxx, Xxxxx 000, Xxxxxxxx, Xxxx 00000 (the “Company’s Attorney”). (d) In the event that subscriptions for a minimum of 30 Units shall not have been received and accepted by the Company by the Termination Date, all documents received from subscribers (if any) shall be returned in by full (without interest), and the Selling Agent’s engagement and this Agreement shall terminate without obligation on the Selling Agent’s part or on behalf the part of a prospective purchaser the Company, except as provided in Sections 6 and 7 hereof. (e) If, by the Termination Date or such earlier time as may be agreed upon by the Selling Agent and the Company, the Selling Agent has received subscriptions for at least 30 Units, the Selling Agent shall notify the Company of the aggregate amount of Units have been properly completed for which it has received subscriptions. Payment of the purchase price for the Units for which the Selling Agent has found subscribers, and executed. You shall return the Subscription Documents together with a check (in the amount or amounts required by paragraph (a) above) payable to Midwest Bankdelivery, N.A. (the "Bank") with respect to each subscriber for Units, of a copy of a Subscription Agreement signed by such subscriber, shall then be made at the offices of the Selling Agent, or such other place as shall be agreed upon between Selling Agent and the Company, at 10:00 A.M., New York Time, no later than the fifth full business day after the day on which the Selling Agent notifies the Company of the amount of Units subscribed for, or such other day and time (not later than ten business days thereafter) as shall be agreed upon between the Selling Agent and the Company (the “Closing Date”). (f) As compensation for its services, a cash commission will be paid to the Selling Agent with respect to subscriptions received by it and accepted by the Company as to which the gross proceeds at Oregon Trail Ethanol Coalitioneach Closing Date equal to ten percent (10.0%) of the purchase price of each share Unit. In addition, L.L.C.the Company agrees to pay the Selling Agent a non-accountable expense allowance equal to three percent (3%) of the gross proceeds at each Closing Date. (g) Other then the normal brokerage commission, 000 Xxxx 0xx Xxxxxxneither the Selling Agent, Xxx 000the Company, Xxxxxxxxxnor any Additional Agent shall, NEdirectly or indirectly, 68335. You pay or award any finder’s fees, commissions or other compensation to any person engaged by a potential investor for investment advice as an inducement to such advisor to advise the purchase of the Units. (h) If the Offering closes, as further consideration for the Selling Agent’s services hereunder, the Company will comply issue to the Selling Agent on each Closing Date a common stock purchase warrant (the “Agent’s Warrant”) in the form attached hereto as Exhibit A granting the Selling Agent the right to purchase from the Company for a period of five years after the final Closing Date fifteen percent (15%) of the shares of Common Stock issuable upon conversion of the issued Series A Convertible Preferred Stock plus the number of shares of Common Stock issued with the requirements Units for a cash consideration payable upon exercise equal to $1.20 per share of Rule l5c2-4 Common Stock, subject to adjustment upon the occurrence of certain events. The Agent’s Warrant shall be deemed fully earned upon its issuance, shall provide for cashless exercise and will allow for the same registration rights as provided to investors. The warrant shall be issuable to such associated persons and affiliates of the Securities Exchange Act Selling Agent as the Selling Agent shall designate. (i) Each of 1934the Selling Agent and the Company will advise the other if it becomes aware of any material change in the facts and circumstances subsequent to the date of the Memorandum relating to the offer and sale of the Shares as described in the Memorandum. (j) If at any time after the date of the Memorandum and prior to the Termination Date, either the Selling Agent or the Company becomes aware of the occurrence of an event as a result of which the Memorandum includes an untrue statement of a material fact, or omits to state any material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, the Selling Agent or the Company, as amended applicable, will promptly notify the other thereof, and any applicable state law will prepare an amendment or regulation applicable supplement to your efforts in the Memorandum that will correct such statement or omission. The Company will furnish information with respect to itself as Selling Agent may from time to time reasonably request. (k) Neither the Selling Agent nor the Company will make a general solicitation with respect to the Offering. (cl) You agree The Selling Agent shall be entitled to retain a warrant solicitation fee equal to 5% of the exercise price with respect to the exercise of any warrants held by Investors in your records and make available to us, for a period of at least four years after the Offering Termination Date, information establishing that each purchaser which warrants are exercised through the solicitation efforts of the Units pursuant Selling Agent. Such warrant solicitation fee shall be payable in accordance with the applicable FINRA regulations. The Company aggress it shall not retain any other broker-dealer firm to a Subscription Agreement solicited solicit warrants held by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment Investors in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by you meets the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investorOffering. (d) The Company, upon receipt of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of the Units have been sold. The Company, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should the Company determine to accept the tender of the signature pages to the Subscription Documents, the Company will promptly advise you of such action. Should the Company determine to reject the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaser), of such determination, and will promptly cause the return of the tendered signature pages to the Subscription Documents and payment of the purchase price of the Units directly to you or to the prospective purchaser.

Offering and Sale of Units. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the selling agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable best efforts during the Offering Period to find subscribers for the Units at a public offering price of $1,000 1.00 per Unit, each investor being required to subscribe for at least 5 5,000 Class A Units or, if purchasing Class B Units, each investor being required to be an Accredited Investor (as defined in the Subscription Agreement) and being required to subscribe for at least 1,000,000 Class B Units. The Offering Period will terminate on March 1May 16, 2003, unless extended to no later than April 30August 31, 2003 by the board of directors managers of the Company in its discretion (either March 1May 16, 2003 or such later date, as applicable, the "Offering Termination Date"). At all times during the Offering Period you shall follow the procedures set forth in this Section 2. (b) Signature pages to the Subscription Agreement and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred to as the "Subscription Documents") must be completed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed and executed. You shall return the Subscription Documents together with a check (in the amount or amounts required by paragraph (a) above) payable to First Midwest Bank, N.A. Bank (the "Bank") with respect to the Company at Oregon Trail Ethanol CoalitionIllinois River Energy, L.L.C.LLC, 000 Xxxx 0xx 0000 Xxxxx Xxxxxxx Xxxxxx, Xxx Xxxxx 000, XxxxxxxxxXxxxxxxx, NEIllinois, 6833561068. You will comply with the requirements of Rule l5c215c2-4 of the Securities Exchange Act of 1934, as amended and any applicable state law or regulation applicable to your efforts in the Offering. (c) You agree to retain in your records and make available to us, for a period of at least four years after the Offering Termination Date, information establishing that each purchaser of the Units pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by you meets the suitability requirement for investors contained in the Prospectus and you under the requirements, if any, of the jurisdiction in which such purchaser is a resident. You agree to retain records evidencing such compliance with the suitability requirement for each investor. (d) The Company, upon receipt of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of the Units have been sold. The Company, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should the Company determine to accept the tender of the signature pages to the Subscription Documents, the Company will promptly advise you of such action. Should the Company determine to reject the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaser), of such determination, and will promptly cause the return of the tendered signature pages to the Subscription Documents and payment of the purchase price of the Units directly to you or to the prospective purchaser.

Offering and Sale of Units. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the selling agent of the Company during the term herein specified (the "Offering PeriodOFFERING PERIOD") for the purpose of finding subscribers for the Units for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable efforts during the Offering Period to find subscribers for the Units at a public offering price of $1,000 1.00 per Unit, each investor being required to subscribe for at least 5 5,000 Class A Units or, if purchasing Class B Units, each investor being required to be an Accredited Investor (as defined in the Subscription Agreement) and being required to subscribe for at least 1,000,000 Class B Units. The Offering Period will terminate on March 1December 15, 20032002, unless extended no later than April 30to March 31, 2003 by the board of directors managers of the Company (either March 1December 15, 2003 2002 or such later date, as applicable, the "Offering Termination DateOFFERING TERMINATION DATE"). At all times during the Offering Period you shall follow the procedures set forth in this Section 2. (b) Signature pages to the Subscription Agreement and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred to as the "Subscription DocumentsSUBSCRIPTION DOCUMENTS") must be completed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed and executed. You shall return the Subscription Documents together with a check (in the amount or amounts required by paragraph (a) above) payable to First Midwest Bank, N.A. Bank (the "BankBANK") with respect to the Company at Oregon Trail Ethanol CoalitionIllinois River Energy, L.L.C.LLC, 000 Xxxx 0xx 0000 Xxxxx Xxxxxxx Xxxxxx, Xxx Xxxxx 000, XxxxxxxxxXxxxxxxx, NEIllinois, 6833561068. You will comply with the requirements of Rule l5c2-4 of the Securities Exchange Act of 1934, as amended and any applicable state law or regulation applicable to your efforts in the Offering. (c) You agree to retain in your records and make available to us, for a period of at least four years after the Offering Termination Date, information establishing that each purchaser of the Units pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by you meets the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investor. (d) The Company, upon receipt of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of the Units have been sold. The Company, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should the Company determine to accept the tender of the signature pages to the Subscription Documents, the Company will promptly advise you of such action. Should the Company determine to reject the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaser), of such determination, and will promptly cause the return of the tendered signature pages to the Subscription Documents and payment of the purchase price of the Units directly to you or to the prospective purchaser.

Offering and Sale of Units. Closing Time and Admission Dates. (a) On the basis of the representations, warranties and covenants herein contained, but subject to the terms and conditions herein set forth, you are hereby appointed the selling agent exclusive Selling Agent of the Company Partnership during the term herein specified (the "Offering Period") for the purpose of finding subscribers acceptable Subscribers for the Units for the account and risk of the Company Partnership through a public offering, and subject . Subject to the performance by the Company Company, the Managing General Partner and the Partnership of all of its their obligations to be performed hereunder hereunder, and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable your best efforts during the Offering Period to find subscribers Subscribers for the Units at a public offering price of $1,000 12.50 per Unit (with each such Unit subject to the call of an additional Capital Contribution in an amount not to exceed $12.50 per Unit, ) and each investor Subscriber being required to subscribe for at least 5 100 Units. The Offering Period will terminate on March 1, 2003, unless extended no otherwise required by any state securities commission. You hereby agree to instruct Subscribers to make checks for the purchase of Units payable to "Commerce Bank, N.A./CIP III - Escrow Account" and in accordance with the Escrow Deposit Agreement dated ____________ ____, 1997 by and among you, Commerce Bank, N.A. and the Partnership, you agree to transfer such checks to the Escrow Agent by noon of the next business day following receipt. Your agency hereunder, which is coupled with an interest and, therefore, is not terminable by the Partnership without your permission, shall continue until not later than April 30March 31, 2003 by 1998. You hereby confirm that you are aware of your obligation to participate in a public offering of a direct participation program only if (1) standards of suitability have been established and are disclosed to investors which are consistent with the board provisions of directors Rule 2810 of the Company Rules of Conduct of the NASD (either March 1"Rule 2810") and all Subscribers are informed of all pertinent facts relating to the liquidity and marketability of the Units, 2003 or such later date, as applicable, and no subscriptions for Units in a discretionary account shall be made without the "Offering Termination Date"). At Subscriber's prior written approval; (2) you have reasonable grounds to believe that all times during material facts (based upon information obtained and due diligence activities performed) are adequately and accurately disclosed and provide a basis for evaluating the Offering Period you shall follow program (including the procedures items of disclosure set forth in this Section 2(b)(3) of Rule 2810); and (3) the organization and offering expenses reimbursed by the program are fair and reasonable, taking into account all relevant factors (and in all events are not per se unreasonable in accordance with the provisions of Section (b)(4) of Rule 2810. (b) Signature pages In the event the offering is commenced and acceptable subscriptions for at least 40,000 Units shall not have been received by the Offering Termination Date, all funds received from Subscribers (if any) shall be returned in full, together with, except as set forth in the Prospectus, any interest actually earned thereon and without deduction of any escrow or other fee or expenses; and your agency and this Agency Agreement shall terminate without obligation on your part or on the part of the Managing General Partner or the Partnership, except as provided in Section 4 hereof. The Company, the Managing General Partner or the Management Company may subscribe for Units (but such subscriptions shall not be counted to satisfy the 40,000 Unit minimum) on the same terms and conditions as other investors. Any such Units purchased by the Company, the Managing General Partner or the Management Company will be purchased for investment. (c) At the Offering Termination Date or at such earlier time as may be agreed upon by you and the Partnership, if at least 40,000 Units shall have been properly subscribed for or at such earlier time as all the Units shall have been properly subscribed for, you shall notify the Managing General Partner of the aggregate number of Units for which you have received subscriptions, and then shall deliver payment of the purchase price for the Units for which you have found subscribers, and, with respect to each subscriber for Units, deliver a copy of the Subscription Agreement and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred to as the "Subscription Documents") must be completed signed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to such Subscriber (including the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed Qualification and executed. You shall return the Subscription Documents together with a check (in the amount or amounts required by paragraph (a) above) payable to Midwest Bank, N.A. (the "Bank") Acceptance Page with respect to each Subscriber, which may be accompanied by a Subscription Qualification and Acceptance Page which has attached thereto a listing of those Subscribers to which it relates), to the Company Partnership at Oregon Trail Ethanol Coalition, L.L.C., 000 Xxxx 0xx Xxxxxx, Xxx 000, Xxxxxxxxx, NE, 68335. You will comply with the requirements of Rule l5c2-4 office of the Securities Exchange Act of 1934Management Company, 12550 Xxxxxxxxxx Xxxx, Xx. Xxxxx, Xxxxxxxx 00000, xx at such other place as amended and any applicable state law or regulation applicable to your efforts in the Offering. (c) You agree to retain in your records and make available to us, for a period of at least four years after the Offering Termination Date, information establishing that each purchaser of the Units pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by agreed upon between you meets and the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investor. (d) The Company, upon receipt of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of the Units have been sold. The CompanyPartnership, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should the Company determine to accept the tender of the signature pages to the Subscription Documents, the Company will promptly advise you of such action. Should the Company determine to reject the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaser), of such determination, and will promptly cause the return of the tendered signature pages to the Subscription Documents and payment of the purchase price of the Units directly to you or to the prospective purchaser.10:00 a.m.

Offering and Sale of Units. (a) On the basis of the representations, warranties and covenants agreements herein contained, but subject to the terms and conditions herein set forth, PDC hereby appoints you are hereby appointed as the selling agent of the Company during the term herein specified (the "Offering Period") for the purpose of finding subscribers for the Units for the account and risk of the Company through a public offering, and subject to the performance by the Company of all of its obligations to be performed hereunder and to the completeness and accuracy of all the representations and warranties contained herein, you hereby accept such agency and agree on the terms and conditions herein set forth to use commercially reasonable efforts Dealer Manager during the Offering Period to find subscribers for offer all of the Units at a public offering price of $1,000 per Unit, each investor being required to subscribe for at least 5 Units. The Offering Period will terminate on March 1, 2003, unless extended no later than April 30, 2003 by potential investors in the board of directors Partnership in accordance with the terms of the Company (either March 1Prospectus, 2003 or such later dateand you agree to use your best efforts as Dealer Manager, as applicablepromptly following the Effective Date, to offer the "Offering Termination Date"). At all times during Units to suitable investors at the Offering Period you shall follow price and in accordance with the procedures set forth terms stated in this Section 2the Prospectus. (b) Signature pages to the Subscription Agreement The offering of Units by you and the LLC Agreement (the Subscription Agreement together with the LLC Agreement are hereinafter referred Soliciting Dealers will only be made to as the "Subscription Documents") must be completed by or on behalf of each person desiring to purchase Units in form and substance satisfactory to the Company. You shall ascertain that the signature pages to the Subscription Documents sent in by or on behalf of a prospective purchaser of Units have been properly completed and executed. You shall return the Subscription Documents together with a check (potential investors residing in the amount or amounts required by paragraph (a) above) payable states listed on Exhibit A to Midwest Bank, N.A. (this Agreement without the "Bank") with respect to the Company at Oregon Trail Ethanol Coalition, L.L.C., 000 Xxxx 0xx Xxxxxx, Xxx 000, Xxxxxxxxx, NE, 68335. You will comply with the requirements prior consent of Rule l5c2-4 of the Securities Exchange Act of 1934, as amended and any applicable state law or regulation applicable to your efforts in the OfferingPDC. (c) You agree All sales of Units will be conditioned upon receipt of Subscriptions from suitable investors acceptable to retain in your records and make available to us, PDC for a period minimum of at least four years after 75 Units ($1,500,000); $2,500,000 representing 125 units with respect to PDC 2001-D Limited Partnership, PDC 2002-D Limited Partnership and PDC 2003-D Limited Partnership (the Offering "Minimum Offering") on or before the Termination Date, information establishing that each purchaser . All checks received with Subscription Documents shall be made payable to "PNC Bank N.A. as Escrow Agent for PDC 200 - Limited Partnership" and shall be transferred to the Escrow Agent by noon of the Units next business day after receipt for deposit in the Escrow Account established pursuant to a Subscription Agreement solicited by you is within the permitted class of investors under the requirements, if any, of the jurisdiction in which such purchaser is a resident, and that investment in the Company is appropriate for each such purchaser's investment objectives and financial situation. In addition, you agree that you shall be responsible for determining that each purchaser of Units pursuant to a Subscription Agreement solicited by you meets the suitability requirement for investors contained in the Prospectus and you agree to retain records evidencing such compliance with the suitability requirement for each investorProspectus. (d) The Company, All sales of Units will be conditioned upon receipt acceptance by PDC of the aforementioned signature pages to the Subscription Documents, will determine as soon as practicable (but in no event more than 30 days after receipt) whether it expects to accept the proposed purchaser as a Unitholder in the Company, it being understood that the Company reserves the right to reject the tender of any signature pages to the Subscription Documents and to reject all tenders after all of each subscriber (consisting of the Units have been sold. The CompanySubscription Agreement, at its sole discretion, will determine if such Subscription Documents have been properly completed and executed. Should all in the Company determine to accept the tender of the signature pages to the Subscription Documentsform as may be approved by you, the Company will promptly advise you of such action. Should Soliciting Dealers and PDC, or as may be required by the Company determine to reject Prospectus and the tender of the signature pages to the Subscription Documents, it will promptly notify you in writing (and, if the Company elects, the prospective purchaserPartnership Agreement), of such determination, which shall be duly executed by each subscriber and will promptly cause the return of the tendered signature pages to the Subscription Documents and be accompanied by payment in cash of the purchase price of Units subscribed to by each such subscriber. PDC shall have the right, in its sole discretion, to reject the Subscription of any potential purchaser of Units. (e) The Units will be sold only to persons who warrant or represent that they or their beneficiaries meet the financial suitability requirements as set forth in the Prospectus and such other requirements may be required by the states in which the Units directly are sold. (f) In consideration of your execution of this Agreement, and the performance of your obligations hereunder, and in further consideration of your supervising the offering of Units, PDC agrees to cause the Partnership to pay to you, within ten (10) business days after the filing of the Certificate, 10-1/2% of the Partnership Subscriptions (as defined in the Partnership Agreement) received and accepted by PDC as of the Closing Date, out of which you or may pay commissions totaling not more than 8% to the prospective purchaserSoliciting Dealer and reimbursement of due diligence expenses, marketing support fees, and other compensation, totaling no more than 2% to the Soliciting Dealer as provided in the Soliciting Dealers Agreement, and from which you may retain 0.5% of the Partnership Subscriptions as a wholesaling fee, provided, however, that in the event the Minimum Offering is not achieved on or before the Termination Date and this Agreement is terminated, neither you nor the Soliciting Dealers shall receive any sales commissions or fees. Total compensation to NASD members under this agreement shall not exceed 10% of Subscriptions and reimbursement of bona fide due diligence expenses shall not exceed 0.5% of Subscriptions. Prior to the time any partnership had reached the Minimum Offering, the Managing General Partner shall advance from its own funds sales commissions and due diligence expenses which would otherwise be payable in connection with subscription funds received and cleared from subscribers that the Managing General Partner deems suitable to be Investor Partners.