Common use of Offering Process Clause in Contracts

Offering Process. In connection with the Private Placement, 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 “Private Placement Materials”) in connection with the offering of the Securities; If Financial Adviser is satisfied with the results of its due diligence of Client, Financial Adviser will then: (a) identify possible investors, which might have an interest in receiving the Private Placement Materials and evaluating participation in the Private Placement; (b) contact one or more possible investors in the Securities (the “Potential Investors”) and distribute the Private Placement Materials to those requesting receipt of the same; (c) attend meetings with Client and Potential Investors; and assist the Client in responding to due diligence requests from Potential Investors; and (d) assist the Client in closing on the sale of Securities to those Potential Investors accepted by Client in the Private Placement.

Offering Process. In connection with the Private PlacementRegulation A Offering, Financial Adviser will: (a) a. familiarize itself to the extent it deems appropriate with the business, operations, financial condition and prospects of the Client and the industry; (b) b. review to its satisfaction the offering documents (the “Private Placement Regulation A Offering Materials”) in connection with the offering of the Securities; If Financial Adviser is satisfied with the results of its due diligence of Client, Financial Adviser will then: (a) c. identify possible investors, which might have an interest in receiving the Private Placement Regulation A Offering Materials and evaluating participation in the Private PlacementRegulation A Offering; (b) d. contact one or more possible investors in the Securities (the “Potential Investors”) and distribute the Private Placement Regulation A Offering Materials to those requesting receipt of the same; (c) e. attend meetings with Client and Potential Investors; and assist the Client in responding to due diligence requests from Potential Investors; and (d) f. assist the Client in closing on the sale of Securities to those Potential Investors accepted by Client in the Private PlacementRegulation A Offering.

Offering Process. In connection with the Private PlacementFinancing, 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 “Private Placement Offering Materials”) in connection with the offering of the Securities; If Financial Adviser is satisfied with the results of its due diligence of the Client, Financial Adviser will then: (a) identify possible investors, which might have an interest in receiving the Private Placement Offering Materials and evaluating participation in the Private PlacementFinancing; (b) contact one or more possible investors in the Securities (the “Potential Investors”) and distribute the Private Placement Offering Materials to those requesting receipt of the same; (c) attend meetings with the Client and Potential Investors; and assist the Client in responding to due diligence requests from Potential Investors; and (d) assist the Client in closing on the sale of Securities to those Potential Investors accepted by the Client in the Private PlacementFinancing.

Offering Process. In connection with the Private PlacementFinancing, 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 “Private Placement Materials”) in connection with the offering of the Securities; If Financial Adviser is satisfied with the results of its due diligence of Client, Financial Adviser will then: (a) identify possible investors, which might have an interest in receiving the Private Placement Materials and evaluating participation in the Private PlacementFinancing; (b) contact one or more possible investors in the Securities (the “Potential Investors”) and distribute the Private Placement Materials to those requesting receipt of the same; (c) attend meetings with Client and Potential Investors; and assist the Client in responding to due diligence requests from Potential Investors; and (d) assist the Client in closing on the sale of Securities to those Potential Investors accepted by Client in the Private Placement.