Common use of Representations and Covenants of the Company Clause in Contracts

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description paid for as contemplated in the ProspectusRegistration Statement, will be legally and validly issued, fully paid and nonassessablenon-assessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “"SEC”") or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of promptly following any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it 1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this 2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it 3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all 4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the respective Fund’s Prospectus, will be fully paid and nonassessable; vi. the 5) The Registration Statement, and each Fund Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the 6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the each Fund under the 1933 Act, qualify such shares Shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the each Fund Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of SharesShares of such Fund. C. The Company shall agrees to advise the Distributor promptly in writing: i. 1) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the a Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. 2) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. 3) of the happening of any event which makes untrue any statement of a material fact made in the a Fund’s Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. 4) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Fund Prospectus, which may from time to time be filed with the SEC; and v. 5) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and each Fund Prospectus as may be necessary in order that its Registration Statement and each Fund Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any as soon as reasonably practicable after such filingsfiling. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) and 1940 Act Rule 12b-1(h) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k) or 1940 Act Rule 12b-1(h), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company Company, on behalf of the Fund, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, on behalf of the Fund, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, taken all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all material actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully reasonably informed of its the Fund’s affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company Fund by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one three business day days of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company Fund directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company Fund fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. (a) The Company hereby represents and warrants shall comply with its obligations under the Registration Rights Agreement with respect to the DistributorWarrant Shares, which representations including, without limitation, the Company's obligation to have filed and warranties declared and maintained effective a registration statement registering the Warrant Shares under the Securities Act of 1933, as amended (the "ACT"). (b) The Company shall take all necessary action and proceedings as may be deemed to be continuing throughout required and permitted by applicable law, rule and regulation, including, without limitation, the term notification of the Principal Market, for the legal and valid issuance of this AgreementWarrant and the Warrant Shares to the Warrant Holder under this Warrant. (c) From the date hereof through the last date on which this Warrant is exercisable, that: i. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with shall take all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals steps necessary to carry insure that the Common Stock remains listed on its business as now conducted;the Principal Market. iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and(d) The Warrant Shares, when issued in accordance with the description in the Prospectusterms hereof, will be duly authorized and, when paid for or issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable; vinon-assessable. The Company has authorized and reserved for issuance to Warrant Holder the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements requisite number of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time shares of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required Common Stock to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor issued pursuant to this Agreement shall be true and correct in all material respectsWarrant. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. (e) The Company authorizes the Distributor to use the Prospectusshall at all times reserve and keep available, in the form furnished to the Distributor solely for issuance and delivery as Warrant Shares hereunder, 150% of such number of shares of Common Stock as shall from time to time, in connection with the sale of Sharestime be issuable hereunder. C. The Company shall advise (f) With a view to making available to the Distributor promptly in writing: i. Warrant Holder the benefits of Rule 144 promulgated under the Act and any material correspondence other rule or other communication by regulation of the Securities and Exchange Commission ("SEC") that may at any time permit Warrant Holder to sell securities of the “SEC”) or its staff relating Company to the Fundpublic without registration, including requests by the SEC for amendments Company agrees to the Registration Statement or Prospectususe its best efforts to: i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times; ii. ) file with the SEC in the event a timely manner all reports and other documents required of the issuance by Company under the SEC Act and the Securities Exchange Act of any stop-order suspending 1934, as amended (the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC"EXCHANGE ACT"); and v. in iii) furnish to any Warrant Holder forthwith upon request a written statement by the event Company that it determines to suspend has complied with the sale reporting requirements of Shares at any time in response to conditions in Rule 144 and of the securities markets Act and the Exchange Act, a copy of the most recent annual or otherwisequarterly report of the Company, or in the event that it determines to suspend the redemption of Shares at any time as permitted and such other reports and documents so filed by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain reasonably requested to permit any untrue statement such Warrant Holder to take advantage of material fact any rule or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts regulation of the Distributor to sell and arrange for SEC permitting the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day selling of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialssecurities without registration. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents represents, covenants, and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, thatagrees as follows: i. it (a) The Company is a limited liability company, duly organized and existing under the laws of the jurisdiction State of its organizationDelaware and in good standing under the laws of the State, with has full power to carry on its business as now conducted, and authority to enter into this Agreement and any other document to perform which it is a party and to carry out its obligations hereunder; ii. hereunder and thereunder, and has duly authorized the execution and delivery of this Agreement has been duly authorized, executed and delivered all other documents contemplated hereby and thereby. (b) The Company shall make a good faith effort to obtain all necessary approvals required to be obtained by the Company from federal, state, and local governmental agencies in accordance connection with the Company’s construction of the Travel Center. (c) The execution and delivery by the Company of this Agreement and its consummation of the transactions contemplated hereby and thereby will not, to the best of its knowledge, violate any indenture, mortgage, deed of trust, or note relating to any other property owned by the Company to which the Company is a party or by which it is bound and any judgment, decree, order, statute, rule, or regulation applicable to the Company, and all requisite action governmental or regulatory consents, approvals, authorizations, and constitutes a valid orders applicable to the Company (excluding those that are applicable only to the other parties hereto) that are required for the Company’s consummation of the transactions contemplated hereby will be pursued by the Company, and legally binding obligation subject to the consent and approval of the governmental or regulatory agencies, will be obtained in due course. (d) To the best of the Company’s knowledge, there is no action, suit, proceeding, or investigation at law or in equity before or by any court, public board, or body pending or threatened against the Company or, to the best knowledge of the Company, enforceable any basis therefore, wherein an unfavorable decision, ruling, or finding would adversely affect the transactions contemplated hereby or which in accordance with its termsany way would adversely affect, subject to bankruptcyas respects the Company, insolvency, reorganization, moratorium and other laws the validity of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws this Agreement or any contract binding it agreement or affecting its property instrument to which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company is a party that is used or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request contemplated for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies consummation of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialstransactions contemplated hereby. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund Funds under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the FundFunds, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company or its agent shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA NASD Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA NASD Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations SeaDor Holdings and warranties shall be deemed to be continuing throughout the term of this Agreement, Dorian that: i. it is (a) the transactions contemplated by this Agreement are within the Company’s corporate power and authority and have been duly organized and existing under the laws of the jurisdiction authorized by all necessary action of its organizationshareholders, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunderdirectors or officers; ii. (b) this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a legal, valid and legally binding obligation of the Company, enforceable against it in accordance with its terms, subject to except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium and other or similar laws of general application applicability affecting the enforcement of creditors’ rights and remedies (ii) the application of creditors and secured partiesgeneral principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law); (c) entry into this Agreement and the transactions contemplated by this Agreement (i) do not and will not require any consent or approval of, registration or filing with, or any other action by, any governmental authority, (ii) will not violate any law or regulation applicable to the Company or the organizational documents of the Company or any order of any governmental authority applicable to the Company, (iii. it is conducting ) will not violate or result in a default under any indenture, agreement or other instrument binding upon the Company or any of its business in compliance in all material respects with all applicable laws and regulations, both state and federalassets, and has obtained all regulatory approvals necessary (iv) will not give rise to carry on its business as now conducteda right under any such indenture, agreement or other instrument to require any payment to be made by the Company; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (d) the Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be issued to SeaDor Holdings as the record owner thereof and will be duly authorized, validly issued, fully paid and nonassessable; vi. non-assessable and issued free and clear of any mortgage, deed of trust, pledge, lien (statutory or otherwise), security interest, charge or other encumbrance or security or preferential arrangement of any nature, including, without limitation, any conditional sale or title retention arrangement, any capitalized lease and any assignment, deposit arrangement or financing lease intended as, or having the Registration Statementeffect of, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereundersecurity; and vii. the Registration Statement (at the time of its effectivenesse) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating has provided to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be SeaDor Holdings true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of complete copies of the Prospectus and annual and interim reports to shareholders as governing instruments of the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialsCompany. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. (i) The Company hereby represents and warrants shall use its reasonable best efforts to insure that a registration statement under the Securities Act covering the resale or other disposition thereof of the Warrant Shares by Warrant Holder is effective to the Distributorextent provided in the Rights Agreement or, which representations to the extent applicable, pursuant to Section 3.2(a) of the Agreement. (ii) The Company shall take all necessary actions and warranties shall proceedings as may be deemed to be continuing throughout required and permitted by applicable law, rule and regulation, including, without limitation the term notification of the National Association of Securities Dealers, for the legal and valid issuance of this AgreementWarrant and the Warrant Shares to the Warrant Holder under this Warrant. (iii) From the date hereof through the last date on which this Warrant is exercisable, that: i. it is duly organized the Company shall take all steps reasonably necessary and existing under within its control to insure that the laws Common Stock remains listed on the Principal Market and shall not amend its Articles of Incorporation or Bylaws so as to adversely affect any rights of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered Warrant Holder under this AgreementWarrant. (iv) The Company shall at all times reserve and keep available, are validly authorized andsolely for issuance and delivery as Warrant Shares hereunder, such shares of Common Stock as shall from time to time be issuable as Warrant Shares. (v) The Warrant Shares, when issued in accordance with the description in the Prospectusterms hereof, will be duly authorized and, when paid for or issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessablenon-assessable. The Company has authorized and reserved for issuance to Warrant Holder 150% of the requisite number of shares of Common Stock to be issued pursuant to this Warrant. (vi) With a view to making available to Warrant Holder the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit the Warrant Holder to sell securities of the Company to the public without registration, the Company agrees to use its reasonable best efforts to: (A) make and keep public information available, as those terms are understood and defined in Rule 144, at all times; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity (B) file with the requirements Commission in a timely manner all reports and other documents required of the 1933 Company under the Securities Act and the 1940 Exchange Act; and (C) furnish to any Warrant Holder forthwith upon written request a written statement by the Company that it has complied with the reporting requirements of Rule 144 and of the Securities Act and the rules Exchange Act, a copy of the most recent annual or quarterly report of the Company, and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) such other reports and any advertisements and sales literature prepared documents so filed by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain reasonably requested to permit any untrue statement such Warrant Holder to take advantage of material fact any rule or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts regulation of the Distributor to sell and arrange for Commission permitting the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day selling of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialssecurities without registration. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. (a) The Company hereby represents covenants that it will render any assistance requested, appropriate, or necessary to draft, and warrants will carefully examine the Private Offering Memorandum and all amendments and supplements thereto which are drafted, and will have complied or will comply with all agreements and have satisfied or will satisfy all conditions on its part to be performed or satisfied prior to, upon, or after the DistributorClosing Date set forth in the Related Agreements, that it will represent and warrant that the Private Offering Memorandum, when finalized, and as then amended or supplemented, contains no untrue statement of a material fact and does not omit to state any material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which representations and warranties they are made, not misleading, except that no such representation or warranty shall be deemed required as to be continuing throughout statements contained in or omitted from the term of this Agreement, that: i. it is duly organized Private Offering Memorandum in reliance upon and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with information furnished in writing to the requirements Company by the Initial Purchaser specifically for use in the Private Offering Memorandum and any amendment or supplement thereto. (b) If, at any time prior to the completion of the 1933 Act and sale of the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared Notes by the Company Initial Purchaser, any event occurs as a result of which the Private Offering Memorandum, as then amended or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain supplemented, would include any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein therein, in the light of the circumstances under which they were made, not misleading;, the Company will promptly notify the Initial Purchaser, and the Company, in conjunction with QRS and the Issuer, shall prepare to furnish to the Initial Purchaser, in accordance with Section 4 of the Note Purchase Agreement, an amendment or supplement to the Private Offering Memorandum that will correct such statement or omission and shall furnish to the Initial Purchaser, without charge, copies of the Private Offering Memorandum (including all exhibits and documents incorporated by reference therein) and the Indenture and all amendments or supplements to such documents, in each case as soon as available and in such quantities as the Initial Purchaser may reasonably request. iv. (c) The Company will immediately inform the Initial Purchaser, the Company, and the Issuer (i) of all the receipt by it of any communication from the Securities and Exchange Commission or any state securities authority concerning the offering or sale of the Notes, and (ii) of the commencement of any lawsuit or proceeding to which the Company, QRS, the Issuer, the Initial Purchaser, the Owner Trustee or the Indenture Trustee is a party relating to the offering or sale of the Notes. (d) To the extent, if any, that the rating ultimately assigned to the Notes by Duff & Phelps Credit Rating Co. or anxxxxx statistical rating agency which initially rates the Notes is conditional upon the furnishing of documents or the taking of any other actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In additionCompany, the Company shall keep use its best efforts to furnish such documents, or cause such documents to be furnished, and take any such other actions. (e) During the Distributor fully informed period referred to in clause (b), the Issuer will, at the Initial Purchaser's request, furnish through the Initial Purchaser to any prospective purchaser of its affairs and shall provide Notes from the Initial Purchaser such information as is required to the Distributor, from time be delivered to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies prospective purchaser pursuant to Section 7(e) of the Prospectus and annual and interim reports to shareholders as the Distributor may request. Note Purchase Agreement. (f) The Company shall forward a copy be responsible for and shall pay all of any SEC filingsthe fees, including disbursements and expenses of the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless QRS's counsel and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialsaccountants. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the FundFunds, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it the Company determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, covenants that: i. it (a) It is a corporation duly organized and existing under and pursuant to the laws of the jurisdiction State of its organization, with Delaware. The Company is qualified to do business in the State. (b) It has full power and authority to carry on execute, deliver and perform its business obligations under this Agreement and the Tax Certificates (as now conducted, applicable) and to enter into and carry out the transactions contemplated by those documents; such execution, delivery and performance does not, and will not, violate any provision of law applicable to the Company or the Company's articles of incorporation, code of regulations, bylaws or other corporate charter or similar instrument each as may be amended, and does not, and will not, conflict with or result in a default under any agreement or instrument to which the Company is a party or by which it is bound; this Agreement and to perform its obligations hereunder; ii. this Agreement has the Tax Certificates have, by proper action, been duly authorized, executed and delivered by the Company in accordance with and all requisite action steps necessary have been taken to constitute this Agreement and constitutes a the Tax Certificates valid and legally binding obligation obligations of the Company. (c) Each of the Project Facilities was, enforceable at the time originally placed in accordance with its termsservice, subject a "pollution control facility" used in whole or in part to bankruptcycontrol, insolvencyreduce, reorganizationxxxxx or prevent, moratorium air, noise, water or general environmental pollution, and was designed to meet applicable federal, state and local requirements for the control of air or water pollution in effect at or about the time the Prior Bonds were issued. The Project Facilities were constructed for no significant purpose other laws than the control of general application affecting air or water pollution, and not principally designed to result in any increase in production or capacity, or in a material extension of the rights useful life of a manufacturing or production facility or a part thereof that is owned, operated or used by the Company. (d) At the time of issuance of the Prior Bonds, at the time of issuance of the Refunded Bonds and remedies of creditors and secured parties; iii. it is conducting its business in compliance in at all material respects times subsequent thereto, the Company has complied with all applicable laws requirements of the Internal Revenue Code of 1954, as amended, the Internal Revenue Code of 1986, as amended, and all applicable regulations, both state rulings and federal, and has obtained all regulatory approvals successor laws necessary to carry on its business ensure the continuing tax-exempt status of such Prior Bonds and of the Refunded Bonds, with the exception of any such requirements related to the maturity of the 1998 Bonds that were the subject of an irrevocable notice of redemption dated December 22, 2009. (e) All of the proceeds of the Bonds will be used exclusively to retire the Refunded Bonds within 90 days of the date of issuance of the Bonds. None of the proceeds of the Bonds will be used to provide working capital or pay costs of issuance of the Bonds. (f) Each one and all of the representations and warranties of the Company contained in the Tax Certificates, as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it executed and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under delivered simultaneously with this Agreement, are validly authorized and, when issued in accordance true and correct. (g) The Company will comply with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states Rule 15c2-12 as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication promulgated by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers recognizes that the Distributor may reasonably request for use in connection with Issuer is not an "obligated person" within the distribution meaning of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialssaid Rule. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants covenants that: (a) It is a Delaware corporation in good standing and qualified to transact business in the DistributorState of Indiana. (b) It has full power and authority to execute, which representations deliver and warranties shall be deemed to be continuing throughout the term of perform this Agreement, that: i. it is duly organized the Bond Placement Agreement, the Reimbursement Agreement, the Remarketing Agreement, and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, Project Note and to enter into this Agreement and carry out the transactions contemplated by those documents; and that the execution, delivery and performance of those documents do not, and will not, violate any provision of law applicable to perform its obligations hereunder; iithe Company or the provisions of the Articles of Incorporation of the Company and do not, and will not, conflict with or result in a default under any agreement or instrument to which the Company is a party or by which it is bound. this Agreement has This Agreement, the Bond Placement Agreement, the Reimbursement Agreement, the Remarketing Agreement, and the Project Note have, by proper action, been duly authorized, executed and delivered by the Company and all steps necessary have been taken to make this Agreement, the Bond Placement Agreement, the Reimbursement Agreement, the Remarketing Agreement and the Project Note the valid and binding obligations of the Company. (c) The expansion, acquisition, construction and installation of the Project were not commenced (within the meaning of Section 144(a) of the Code) prior to the passage of the inducement resolution of the Issuer on May 3, 1993, with respect to the Project. (d) The provision of financial assistance to be made available to it under this Agreement and the commitments therefor made by the Issuer have induced the Company to locate within the boundaries of the Issuer that business of the Company to be conducted by use of the Project and such business will preserve and create additional jobs and employment opportunities within the Issuer. (e) The Project will be completed substantially in accordance with all requisite action the Plans and constitutes a valid Specifications and legally binding obligation of the Company, enforceable Project will be operated and maintained in accordance with its terms, subject such manner as to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance conform in all material respects with all applicable laws zoning, planning, building, environmental and regulations, both state other applicable governmental rules and federal, regulations and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance consistent with the description Act. (f) It presently intends to use or operate the Project in a manner consistent with the Prospectus, will be Project Purposes until the date on which the Project Bonds have been fully paid and nonassessable; viknows of no reason why the Project will not be so used or operated. If, in the Registration Statementfuture, and Prospectus included thereinthere is a cessation of that use or operation, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of it will use its effectiveness) and any advertisements and sales literature prepared best efforts to resume that use or operation or accomplish an alternate use or operation by the Company or its agent others which will be consistent with the Act and this Agreement. (excluding statements relating g) At least 95 % of the "net proceeds" of the Project Bonds (as defined in Section 150 of the Code) will be used to provide manufacturing facilities (within the meaning of Section 144(a)(12)(C) of the Code) and for the acquisition, construction, reconstruction, or improvement of land or property of a character subject to the Distributor and allowance for depreciation under Section 167 of the services it provides that Code. The Company will not request or authorize any disbursement pursuant to Section 3.4 hereof, which, if paid, would result in less than 95% of the net proceeds of the Project Bonds being so used. No more than 2% of the proceeds of the Project Bonds will be used to pay the costs of issuance of the Project Bonds (within the meaning of Section 147(g) of the Code). None of the proceeds of the Project Bonds will be used to provide working capital. (h) The Project will be located at 903 Xxxxx Xxxxxxxx Xxxxxx xx the City of Huntingburg, Indiana. (i) There have never been issued any bonds with respect to "facilities", as defined in Section 144(a) (4) (B) of the Code, (i) which are based upon written information furnished to be or have been used by the Distributor expressly for inclusion thereinCompany or any other "principal user" of the Project or any "related person" to either the Company or such other "principal user", as those terms are used and defined in Sections 144(a)(2) shall not contain any untrue statement and 144(a)(3) of material fact or omit to state any material fact required the Code, respectively, and which are located within the incorporated areas of the City of Huntingburg, Indiana, and (ii) which bonds would have to be stated therein or necessary to make taken into account in determining the statements therein not misleading, and that all statements or information furnished to aggregate face amount of the Distributor pursuant to this Agreement shall be true and correct Project Bonds as provided in all material respectsSection 144(a) (4) (A) (ii) of the Code. B. The Company(j) For each "test-period beneficiary" (as defined in Section 144(a)(10)(D) of the Code) of the Project, the sum of (i) the aggregate authorized face amount of the Project Bonds allocated in accordance with Section 144(a)(10)(C) of the Code to such beneficiary and (ii) the aggregate outstanding principal amount of any other tax-exempt obligation described in Section 144(a)(10)(B)(ii) of the Code, wherever and whenever issued, allocated to such beneficiary does not and will not exceed $40,000,000. (k) In accordance with Section 147(b) of the Code, the average maturity of the Project Bonds does not exceed 120% of the average reasonably expected economic life of the facilities being financed with the net proceeds of the Project Bonds, determined as of the later of the date the Project Bonds are issued or the date the facilities are expected to be placed in service. (1) None of the proceeds of the Project Bonds will be used to provide any private or commercial golf course, country club, massage parlor, tennis club, skating facilities (including roller skating, skateboard and ice skating), racquet sports facility (including handball or racquetball court), hot tub facility, suntan facility, racetrack, airplane, skybox or other private luxury box, or its agent, shall take health club facility; any facility primarily used for gambling; or cause to be taken, all necessary action to register Shares any store the principal business of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit which is the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Sharesalcoholic beverages for consumption off premises. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall do not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be are true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “"SEC”") or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA NASD Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA NASD Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, covenants that: i. it (a) It is a corporation duly organized and existing under and pursuant to the laws of the jurisdiction State of its organization, with Delaware. The Company is qualified to do business in the State. (b) It has full power and authority to carry on execute, deliver and perform its business as now conducted, obligations under this Agreement and the Tax Regulatory Agreement and to enter into and carry out the transactions contemplated by those documents; such execution, delivery and performance does not, and will not, violate any provision of law applicable to the Company or the Company's articles of incorporation, code of regulations, bylaws or other corporate charter or similar instrument each as may be amended, and does not, and will not, conflict with or result in a default under any agreement or instrument to which the Company is a party or by which it is bound; this Agreement and to perform its obligations hereunder; ii. this the Tax Regulatory Agreement has have, by proper action, been duly authorized, executed and delivered by the Company and all steps necessary have been taken to constitute this Agreement and the Tax Regulatory Agreement as valid and binding obligations of the Company. (c) The provision of financial assistance to be made available to it under this Agreement and the commitments therefor made by the Issuer have assisted the Company in undertaking the transactions contemplated by this Agreement and to thereby locate or continue to locate within the geographical limits of the jurisdiction of the Issuer that business of the Company to be conducted by use of the Project and the Project Facilities and such business will create and preserve jobs and employment opportunities within the County. (d) The Project Facilities constitute "recovery zone property" for purposes of Section 1400U-3 of the Code, and will be located entirely within the "recovery zone" designated by the Issuer and the County pursuant to Section 1400U-1 of the Code. (e) At the time of issuance of the Bonds to finance the Project and at all times subsequent thereto the Company has complied and will comply with all applicable requirements of the Code and all applicable regulations, rulings and successor laws necessary to ensure that the interest on the Bonds is and will remain exempt from federal income tax. (f) All of the proceeds of the Bonds will be used exclusively for the governmental purposes of the Bonds in accordance with all requisite action and constitutes a valid and legally binding obligation the spending schedules for gross proceeds of the CompanyBonds set forth in Section 3.02 of the Tax Regulatory Agreement. (g) Each and all of the representations and warranties of the Company contained in the Tax Regulatory Agreement, enforceable in accordance as executed and delivered simultaneously with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance true and correct. (h) The Company will comply with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states Rule 15c2-12 as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication promulgated by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers recognizes that the Distributor may reasonably request for use in connection with Issuer is not an "obligated person" within the distribution meaning of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialssaid Rule. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. L. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. M. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. N. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. O. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. P. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. Q. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. R. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. a. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. a. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. b. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. c. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. d. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. e. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. f. the Registration Statement, and Prospectus Prospectuses included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. g. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. b. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. c. The Company shall advise the Distributor promptly in writing: i. h. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fundstaff, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. i. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. j. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. k. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC, after the SEC’s acceptance of annual amendments to the Registration Statement; and v. l. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. d. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. e. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. f. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor Adviser represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. g. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment companyShares. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. (a) The Company hereby represents and warrants shall comply with its obligations under the Registration Rights Agreement with respect to the DistributorWarrant Shares, which representations including, without limitation, the Company's obligation to have filed and warranties declared effective a registration statement registering the Warrant Shares under the Act. (b) The Company shall take all necessary action and proceedings as may be deemed to be continuing throughout required and permitted by applicable law, rule and regulation, including, without limitation, the term notification of the Principal Market, for the legal and valid issuance of this AgreementWarrant and the Warrant Shares to the Warrant Holder under this Warrant. (c) From the date hereof through the last date on which this Warrant is exercisable, that: i. it is duly organized the Company shall take all steps reasonably necessary and existing under within its control to insure that the laws Common Stock remains listed on the Principal Market and shall not amend its Certificate of Incorporation or Bylaws so as to adversely affect any rights of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered Warrant Holder under this AgreementWarrant. (d) The Company shall at all times reserve and keep available, are validly authorized andsolely for issuance and delivery as Warrant Shares hereunder, such shares of Common Stock as shall from time to time be issuable. (e) The Warrant Shares, when issued in accordance with the description in the Prospectusterms hereof, will be duly authorized and, when paid for or issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable; vinon-assessable. The Company has authorized and reserved for issuance to Warrant Holder the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements requisite number of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time shares of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required Common Stock to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor issued pursuant to this Agreement shall be true and correct in all material respectsWarrant. B. The Company, or its agent, shall take or cause (f) With a view to be taken, all necessary action making available to register Shares Warrant Holder the benefits of the Fund Rule 144 promulgated under the 1933 Act, qualify such shares for sale in such states as the Company Act and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale any other rule or regulation of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission ("SEC") that may at any time permit Warrant Holder to sell securities of the “SEC”) or its staff relating Company to the Fundpublic without registration, including requests by the SEC for amendments Company agrees to the Registration Statement or Prospectususe its reasonable best efforts to: i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times; ii. ) file with the SEC in the event a timely manner all reports and other documents required of the issuance by Company under the SEC Act and the Securities Exchange Act of any stop-order suspending 1934, as amended (the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC"Exchange Act"); and v. in iii) furnish to any Warrant Holder forthwith upon request a written statement by the event Company that it determines to suspend has complied with the sale reporting requirements of Shares at any time in response to conditions in Rule 144 and of the securities markets Act and the Exchange Act, a copy of the most recent annual or otherwisequarterly report of the Company, or in the event that it determines to suspend the redemption of Shares at any time as permitted and such other reports and documents so filed by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain reasonably requested to permit any untrue statement such Warrant Holder to take advantage of material fact any rule or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts regulation of the Distributor to sell and arrange for SEC permitting the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day selling of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialssecurities without registration. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus Prospectuses included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fundstaff, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC, after the SEC’s acceptance of annual amendments to the Registration Statement; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor Adviser represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment companyShares. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. (a) The Company hereby represents and warrants shall comply with its obligations under the Exchange Agreement with respect to the DistributorWarrant Shares, which representations including, without limitation, the Company's obligation to have filed and warranties declared effective a registration statement registering the Warrant Shares under the Securities Act of 1933, as amended (the "Act"). (b) The Company shall take all necessary action and proceedings as may be deemed to be continuing throughout required and permitted by applicable law, rule and regulation, including, without limitation, the term notification of the Principal Market, for the legal and valid issuance of this AgreementWarrant and the Warrant Shares to the Warrant Holder under this Warrant. (c) From the date hereof through the last date on which this Warrant is exercisable, that: i. it is duly organized the Company shall take all steps reasonably necessary and existing under within its control to insure that the laws Common Stock remains listed on the Principal Market and shall not amend its Certificate of Incorporation or Bylaws so as to adversely affect any rights of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered Warrant Holder under this Agreement, are validly authorized andWarrant. (d) The Warrant Shares, when issued in accordance with the description in the Prospectusterms hereof, will be duly authorized and, when paid for or issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable; vinon-assessable. The Company has authorized and reserved for issuance to Warrant Holder the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements requisite number of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time shares of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required Common Stock to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor issued pursuant to this Agreement shall be true and correct in all material respectsWarrant. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. (e) The Company authorizes the Distributor to use the Prospectusshall at all times reserve and keep available, in the form furnished to the Distributor solely for issuance and delivery as Warrant Shares hereunder, such number of shares of Common Stock as shall from time to time, in connection with the sale of Sharestime be issuable thereunder. C. The Company shall advise (f) With a view to making available to Warrant Holder the Distributor promptly in writing: i. benefits of Rule 144 promulgated under the Act and any material correspondence other rule or other communication by regulation of the Securities and Exchange Commission ("SEC") that may at any time permit Warrant Holder to sell securities of the “SEC”) or its staff relating Company to the Fundpublic without registration, including requests by the SEC for amendments Company agrees to the Registration Statement or Prospectususe its reasonable best efforts to: i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times; ii. ) file with the SEC in the event a timely manner all reports and other documents required of the issuance by Company under the SEC Act and the Securities Exchange Act of any stop-order suspending 1934, as amended (the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC"Exchange Act"); and v. in iii) furnish to any Warrant Holder forthwith upon request a written statement by the event Company that it determines to suspend has complied with the sale reporting requirements of Shares at any time in response to conditions in Rule 144 and of the securities markets Act and the Exchange Act, a copy of the most recent annual or otherwisequarterly report of the Company, or in the event that it determines to suspend the redemption of Shares at any time as permitted and such other reports and documents so filed by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain reasonably requested to permit any untrue statement such Warrant Holder to take advantage of material fact any rule or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts regulation of the Distributor to sell and arrange for SEC permitting the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day selling of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialssecurities without registration. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares Shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any as soon as reasonably practicable after such filingsfiling. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with advertising or sales material relating to the Public Company or its Funds unless and until such materials have been approved reviewed and authorized for use by the Company and the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) and 1940 Act Rule 12b-1(h) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k) and 1940 Act Rule 12b-1(h), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor Adviser represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. (a) The Company hereby represents and warrants shall comply with its obligations under the Registration Rights Agreement with respect to the DistributorWarrant Shares, which representations including, without limitation, the Company's obligation to have filed and warranties declared effective a registration statement registering the Warrant Shares under the Securities Act of 1933, as amended (the "Act"). (b) The Company shall take all necessary action and proceedings as may be deemed to be continuing throughout required and permitted by applicable law, rule and regulation, including, without limitation, the term notification of the Principal Market, for the legal and valid issuance of this AgreementWarrant and the Warrant Shares to the Warrant Holder under this Warrant. (c) From the date hereof through the last date on which this Warrant is exercisable, that: i. it is duly organized the Company shall take all steps reasonably necessary and existing under within its control to insure that the laws Common Stock remains listed on the Principal Market and shall not amend its Articles of Incorporation or Bylaws so as to adversely affect any rights of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered Warrant Holder under this Agreement, are validly authorized andWarrant. (d) The Warrant Shares, when issued in accordance with the description in the Prospectusterms hereof, will be duly authorized and, when paid for or issued in accordance with the terms hereof, shall be validly issued, fully paid and nonassessable; vinon-assessable. The Company has authorized and reserved for issuance to Warrant Holder the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements requisite number of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time shares of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required Common Stock to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor issued pursuant to this Agreement shall be true and correct in all material respectsWarrant. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. (e) The Company authorizes the Distributor to use the Prospectusshall at all times reserve and keep available, in the form furnished to the Distributor solely for issuance and delivery as Warrant Shares hereunder, such number of shares of Common Stock as shall from time to time, in connection with the sale of Sharestime be issuable pursuant to this Warrant. C. The Company shall advise (f) With a view to making available to Warrant Holder the Distributor promptly in writing: i. benefits of Rule 144 promulgated under the Act and any material correspondence other rule or other communication by regulation of the Securities and Exchange Commission ("SEC") that may at any time permit Warrant Holder to sell securities of the “SEC”) or its staff relating Company to the Fundpublic without registration, including requests by the Company agrees to use its reasonable best efforts, while this Warrant is outstanding, to: (i) make and keep public information available, as those terms are understood and defined in Rule 144, at all times; (ii) file with the SEC for amendments to the Registration Statement or Prospectus; ii. in the event a timely manner all reports and other documents required of the issuance by Company under the SEC Act and the Securities Exchange Act of any stop-order suspending 1934, as amended (the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC"Exchange Act"); and v. in (iii) furnish to any Warrant Holder forthwith upon request a written statement by the event Company that it determines to suspend has complied with the sale reporting requirements of Shares at any time in response to conditions in Rule 144 and of the securities markets Act and the Exchange Act, a copy of the most recent annual or otherwisequarterly report of the Company, or in the event that it determines to suspend the redemption of Shares at any time as permitted and such other reports and documents so filed by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain reasonably requested to permit any untrue statement such Warrant Holder to take advantage of material fact any rule or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts regulation of the Distributor to sell and arrange for SEC permitting the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day selling of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materialssecurities without registration. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “"SEC”") or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it 1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this 2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it 3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all 4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Fund’s Prospectus, will be fully paid and nonassessable; vi. the 5) The Registration Statement, and each Fund Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the 6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the each Fund under the 1933 Act, qualify such shares Shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the each Fund Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of SharesShares of such Fund. C. The Company shall agrees to advise the Distributor promptly in writing: i. 1) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the a Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. 2) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. 3) of the happening of any event which makes untrue any statement of a material fact made in the a Fund’s Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. 4) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Fund Prospectus, which may from time to time be filed with the SEC; and v. 5) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and each Fund Prospectus as may be necessary in order that its Registration Statement and each Fund Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any as soon as reasonably practicable after such filingsfiling. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) and 1940 Act Rule 12b-1(h) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k) or 1940 Act Rule 12b-1(h), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, covenants that: i. it (a) It is a corporation duly organized and existing under and pursuant to the laws of the jurisdiction State of its organization, with Delaware. The Company is qualified to do business in the State. (b) It has full power and authority to carry on execute, deliver and perform its business as now conducted, obligations under this Agreement and the Tax Regulatory Agreement and to enter into and carry out the transactions contemplated by those documents; such execution, delivery and performance does not, and will not, violate any provision of law applicable to the Company or the Company's articles of incorporation, code of regulations, bylaws or other corporate charter or similar instrument each as may be amended, and does not, and will not, conflict with or result in a default under any agreement or instrument to which the Company is a party or by which it is bound; this Agreement and to perform its obligations hereunder; ii. this the Tax Regulatory Agreement has have, by proper action, been duly authorized, executed and delivered by the Company in accordance with and all requisite action steps necessary have been taken to constitute this Agreement and constitutes a the Tax Regulatory Agreement valid and legally binding obligation obligations of the Company. (c) Each of the Project Facilities was, enforceable at the time originally placed in accordance service, a "pollution control facility" used in whole or in part to control, reduce, xxxxx or prevent, air, noise, water or general environmental pollution, and was designed to meet applicable federal, state and local requirements for the control of air or water pollution in effect at or about the time the earlier issues of the Issuer's bonds used to finance the Project Facilities were issued. The Project Facilities were constructed for no significant purpose other than the control of air or water pollution, and not principally designed to result in any increase in production or capacity, or in a material extension of the useful life of a manufacturing or production facility or a part thereof that is owned, operated or used by the Company. (d) At the time of issuance of the earlier issues of the Issuer's bonds used to finance the Project Facilities, at the time of issuance of the Refunded Bonds and at all times subsequent thereto, with its termsthe exception of the matter addressed and corrected by the First Supplemental Trust Indenture dated as of November 1, subject 2009 between the Issuer and the Trustee relating to bankruptcythe 1998B Bonds, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects Company has complied with all applicable laws requirements of the Internal Revenue Code of 1954, as amended, and the Internal Revenue Code of 1986, as amended, and all applicable regulations, both state rulings and federal, and has obtained all regulatory approvals successor laws necessary to carry on its business ensure the continuing tax-exempt status of such earlier issues and of the Refunded Bonds. (e) All of the proceeds of the Bonds will be used exclusively to retire the Refunded Bonds within 90 days of the date of issuance of the Bonds. None of the proceeds of the Bonds will be used to provide working capital or pay costs of issuance of the Bonds. (f) Each one and all of the representations and warranties of the Company contained in the Tax Regulatory Agreement, as now conducted; iv. there is no statute, rule, regulation, order or judgment binding on it executed and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under delivered simultaneously with this Agreement, are validly authorized and, when issued in accordance true and correct. (g) The Company will comply with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the applicable requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states Rule 15c2-12 as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication promulgated by the Securities and Exchange Commission (and recognizes that the “SEC”) or its staff relating to Issuer is not an "obligated person" within the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event meaning of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SECsaid Rule. D. (h) The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions standard Nondiscrimination/Sexual Harrassment Clause set forth in Appendix A hereto. For the purposes of FINRA Rule 2830(k)such Nondiscrimination/Sexual Harrassment Clause, the Company shall promptly notify parties hereto understand that (i) this Agreement is the Distributor"contract" and (ii) there is no subcontractor for the performance of the Company's obligations under this Agreement.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. A. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this Agreement has been duly authorized, executed and delivered by the Company Company, on behalf of the Funds, in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, on behalf of the Funds, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. there is no statute, rule, regulation, order order, or judgment binding on it and no provision of its charter, bylaws bylaws, or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, taken all necessary action to register Shares of the Fund Funds under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall advise the Distributor promptly in writing: i. of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) SEC or its staff relating to the FundFunds, including requests by the SEC for amendments to the Registration Statement or Prospectus; ii. in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; iii. of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; iv. of all material actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully reasonably informed of its the Funds’ affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements statements, and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company Funds by its their independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one three business day days of any such filings. The Company and the Advisor represent that they will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall not enter into any agreement (whether orally or in writing) under which the Company directs Funds direct or is expected to direct its their brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company Fund fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the FundFund and to the services provided by Distributor hereunder, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company or its agent shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company or its designated service provider shall notify the Distributor in writing of the states in which the Shares may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of Shares, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any such filings. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with the Public advertising or sales material unless and until such materials have been approved and authorized for use by the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar In accordance with Rule 12b-1(h) under the provisions of FINRA Rule 2830(k) prohibiting directed brokerage. In addition1940 Act, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k), the Company shall promptly notify the Distributor.

Representations and Covenants of the Company. A. The Company hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that: i. it (1) It is duly organized and existing under the laws of the jurisdiction of its organization, with full power to carry on its business as now conducted, to enter into this Agreement and to perform its obligations hereunder; ii. this (2) This Agreement has been duly authorized, executed and delivered by the Company in accordance with all requisite action and constitutes a valid and legally binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the rights and remedies of creditors and secured parties; iii. it (3) It is conducting its business in compliance in all material respects with all applicable laws and regulations, both state and federal, and has obtained all regulatory approvals necessary to carry on its business as now conducted; iv. ; there is no statute, rule, regulation, order or judgment binding on it and no provision of its charter, bylaws or any contract binding it or affecting its property which would prohibit its execution or performance of this Agreement; v. all (4) All Shares of the Fund to be sold by it, including those offered under this Agreement, are validly authorized and, when issued in accordance with the description in the Prospectus, will be fully paid and nonassessable; vi. the (5) The Registration Statement, and Prospectus included therein, have been prepared in conformity with the requirements of the 1933 Act and the 1940 Act and the rules and regulations thereunder; and vii. the (6) The Registration Statement (at the time of its effectiveness) and any advertisements and sales literature prepared by the Company or its agent (excluding statements relating to the Distributor and the services it provides that are based upon written information furnished by the Distributor expressly for inclusion therein) shall not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and that all statements or information furnished to the Distributor pursuant to this Agreement shall be true and correct in all material respects. B. The Company, or its agent, shall take or cause to be taken, all necessary action to register Shares of the Fund under the 1933 Act, qualify such shares Shares for sale in such states as the Company and the Distributor shall approve, and maintain an effective Registration Statement for such Shares in order to permit the sale of Shares as herein contemplated. The Company authorizes the Distributor to use the Prospectus, in the form furnished to the Distributor from time to time, in connection with the sale of Fund Shares. C. The Company shall agrees to advise the Distributor promptly in writing: i. (i) of any material correspondence or other communication by the Securities and Exchange Commission (the “SEC”) or its staff relating to the Fund, including requests by the SEC for amendments to the Registration Statement or Prospectus; (ii. ) in the event of the issuance by the SEC of any stop-order suspending the effectiveness of the Registration Statement then in effect or the initiation of any proceeding for that purpose; (iii. ) of the happening of any event which makes untrue any statement of a material fact made in the Prospectus or which requires the making of a change in such Prospectus in order to make the statements therein not misleading; (iv. ) of all actions taken by the SEC with respect to any amendments to any Registration Statement or Prospectus, which may from time to time be filed with the SEC; and v. (v) in the event that it determines to suspend the sale of Shares of the Fund at any time in response to conditions in the securities markets or otherwise, or in the event that it determines to suspend the redemption of Shares of the Fund at any time as permitted by the 1940 Act or the rules of the SEC, including any and all applicable interpretations of such by the staff of the SEC. D. The Company shall notify the Distributor in writing of the states in which the Shares of the Fund may be sold and shall notify the Distributor in writing of any changes to such information. E. The Company shall agrees to file from time to time such amendments to its Registration Statement and Prospectus as may be necessary in order that its Registration Statement and Prospectus will not contain any untrue statement of material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading. F. The Company shall fully cooperate in the efforts of the Distributor to sell and arrange for the sale of Shares of the Fund and shall make available to the Distributor a statement of each computation of net asset value. In addition, the Company shall keep the Distributor fully informed of its affairs and shall provide to the Distributor, from time to time, copies of all information, financial statements and other papers that the Distributor may reasonably request for use in connection with the distribution of SharesShares of the Fund, including without limitation, certified copies of any financial statements prepared for the Company by its independent public accountants and such reasonable number of copies of the Prospectus and annual and interim reports to shareholders as the Distributor may request. The Company shall forward a copy of any SEC filings, including the Registration Statement, to the Distributor within one business day of any as soon as reasonably practicable after such filingsfiling. The Company and the Advisor represent represents that they it will not use or authorize the use of any Communications with advertising or sales material relating to the Public Company or its Fund unless and until such materials have been approved reviewed and authorized for use by the Company and the Distributor. Nothing in this Agreement shall require the sharing or provision of materials protected by privilege or limitation of disclosure, including any applicable attorney-client privilege or trade secret materials. G. The Company has reviewed and is familiar with the provisions of FINRA Rule 2830(k) and 1940 Act Rule 12b-1(h) prohibiting directed brokerage. In addition, the Company shall agrees not to enter into any agreement (whether orally or in writing) under which the Company directs or is expected to direct its brokerage transactions (or any commission, markup or other payment from such transactions) to a broker or dealer for the promotion or sale of Fund Shares or the shares of any other investment company. In the event the Company fails to comply with the provisions of FINRA Rule 2830(k) and 1940 Act Rule 12b-1(h), the Company shall promptly notify the Distributor.