Common use of Offering Process Clause in Contracts

Offering Process. In connection with the Regulation A Offering, Financial Adviser will: a. familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client and the industry; b. review to its satisfaction the offering documents (the “Regulation A Offering Materials”) in connection with the offering of the Securities; and c. review to its satisfaction the active and planned operational practices and procedures of the Client in the conduct of the Regulation A Offering and assist the Client to meet certain applicable regulatory obligations. If Financial Adviser is satisfied with the results of its due diligence of Client, Financial Adviser will then: d. identify possible high net-worth, ultra-high net-worth, and institutional investors, which might have an interest in receiving the Regulation A Offering Materials and evaluating participation in the Regulation A Offering; e. contact one or more potential investors in the Securities (the “Potential Investors”) and distribute the Regulation A Offering Materials to those requesting receipt of the same; f. attend meetings with Client and Potential Investors, and assist the Client in responding to due diligence requests from Potential Investors; g. ensure to its satisfaction that Know Your Customer (“KYC”) and Anti-Money Laundering (“AML”) procedures are implemented for all Potential Investors; h. ensure to its satisfaction that suitability assessments are conducted for all Potential Investors; and i. assist the Client in closing on the sale of Securities to those Potential Investors accepted by Client in the Regulation A Offering.