Common use of Representations and Warranties of the Agent Clause in Contracts

Representations and Warranties of the Agent. The Agent represents and warrants that: (a) The Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware and is duly authorized to enter into and perform, and has duly executed and delivered, this Agreement. (b) The Agent, and any authorized representative of the Agent performing services on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided by the Agent under this Agreement. (c) The Agent has not solicited and will not solicit any offer to buy, or offer to sell, Shares in any manner which would be inconsistent with applicable laws and regulations or with the procedures for solicitations contemplated by the Governing Documents or this Agreement, in any manner which would constitute a general solicitation or advertising with respect to Shares, including without limitation any advertisement, article, notice, or other communication published in any newspaper, magazine or similar medium or broadcast over television, radio or other means of electronic communication (unless access to that communication is limited to those persons eligible to purchase Shares) or any seminar or meeting whose attendees have been invited by any such general solicitation or advertising. (d) The Agent will furnish to each subscriber of Shares, identified either by the Agent or the Fund, a current copy of the Fund’s Governing Documents, other Offering Materials, and subscription documentation for Shares, as applicable, prior to such person’s admission as an investor of the Fund or, to the extent applicable in the case of an additional investment by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribed. (e) No Agent Piece will contain an untrue statement of any material fact or omit to state any material fact necessary in order to make statements in such Agent Piece not misleading in light of the circumstances under which they were made. (f) The Agent acknowledges that it understands that the Fund is relying on Section 506 of Regulation D under the Securities Act with respect to the offering of Shares. In furtherance of the foregoing, the Agent represents and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer participating in the offering of the Fund, nor any employee or agent of the Agent that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject of any of the acts enumerated in Rule 506(d)(i) through (viii) thereof (each, a “Disqualifying Event”). The Agent will immediately notify the Fund if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Event. (g) The Agent represents and warrants that it has policies and procedures reasonably designed to comply with applicable pay-to-play laws, rules and regulations. (h) The representations and warranties set forth in this Agreement are continuing during the term of this Agreement and the Agent agrees to notify the Fund promptly in writing if at any time during the term of this Agreement, any such representation or warranty becomes inaccurate or untrue and of the facts related thereto. (i) The Agent acknowledges that the Fund in entering into this Agreement in reliance on the representations, warranties and agreements of the Agent contained herein.

Representations and Warranties of the Agent. The Agent represents and warrants thatto the MW Parties as follows: (a) a. The Agent has been duly formed is a corporation and is validly existing as a limited liability company in good standing under the laws of the State of Delaware with full power and is duly authorized to enter into and perform, and has duly executed and delivered, this Agreement. (b) The Agent, and any authorized representative of the Agent performing services on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) authority to provide the services required to be provided furnished to the MW Parties hereunder. The Agent is registered as a broker-dealer with the SEC and is a member of FINRA. b. Any funds received by the Agent to purchase Shares in the Syndicated Community Offering will be handled in accordance with Rule 15c2-4 under the 1934 Act, to the extent applicable. c. With respect to certain non-public information about the Bank’s depositors and customers (“Customer Information”) that the Agent may be provided access to in connection with providing services under this Agreement, the Agent shall: (i) use Customer Information only as necessary to perform its obligations pursuant to this Agreement or as permitted by the Xxxxx-Xxxxx-Xxxxxx Act of 1999 (the “GLB Act”), and ODFI and FDIC regulations and policies thereunder and other applicable law, all as may be amended from time to time; (ii) not disclose Customer Information to any third party, except to other third party service providers assisting the Bank with the Offering and the Conversion or the Agent with respect to its obligations under this Agreement, unless the Bank has consented in writing to the disclosure or the Bank has confirmed that such disclosure is permissible pursuant to applicable law; and (iii) adopt reasonably appropriate measures under the GLB Act and ODFI and OCC regulations thereunder to protect against unauthorized access to or use of the Customer Information in its control that could result in substantial harm or inconvenience to any customer of the Bank. d. Each of the Agent and its employees, agents and representatives who shall perform any of the services hereunder shall be duly authorized and empowered, and shall have all licenses, approvals and permits necessary to perform such services; and the Agent is a registered selling agent in each of the jurisdictions in which the Shares are to be offered by the Holding Company in reliance upon the Agent as a registered selling agent as set forth in the blue sky memorandum prepared with respect to the Offering. e. No approval of any regulatory or supervisory or other public authority is required in connection with the Agent’s execution and delivery of this Agreement, except as may have been received. f. There is no suit or proceeding or charge or action pending before or by any court, regulatory authority or government agency or body or, to the knowledge of the Agent, threatened, which might materially adversely affect the Agent’s performance under this Agreement. (c) g. The Agent has not solicited execution and delivery of this Agreement by the Agent, the consummation of the transactions contemplated hereby and compliance with the terms and provisions hereof will not solicit any offer to buyconflict with, or offer to sellresult in a breach of, Shares in any manner of the terms, provisions or conditions of, or constitute a default (or an event which would be inconsistent with applicable laws and regulations notice or with the procedures for solicitations contemplated by the Governing Documents lapse of time or this Agreement, in any manner which both would constitute a general solicitation default) under, the articles of incorporation or advertising with respect to Shares, including without limitation any advertisement, article, notice, or other communication published in any newspaper, magazine or similar medium or broadcast over television, radio or other means bylaws of electronic communication (unless access to that communication is limited to those persons eligible to purchase Shares) or any seminar or meeting whose attendees have been invited by any such general solicitation or advertising. (d) The Agent will furnish to each subscriber of Shares, identified either by the Agent or any agreement, indenture or other instrument to which the Fund, Agent is a current copy of the Fund’s Governing Documents, other Offering Materials, and subscription documentation for Shares, as applicable, prior to such person’s admission as an investor of the Fund or, to the extent applicable in the case of an additional investment party or by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribedit or its property is bound. (e) No Agent Piece will contain an untrue statement of any material fact or omit to state any material fact necessary in order to make statements in such Agent Piece not misleading in light of the circumstances under which they were made. (f) h. The Agent acknowledges that it understands that the Fund is relying on Section 506 of Regulation D under the Securities Act with respect to the offering of Shares. In furtherance of the foregoing, the Agent represents execution and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer participating in the offering of the Fund, nor any employee or agent of the Agent that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject of any of the acts enumerated in Rule 506(d)(i) through (viii) thereof (each, a “Disqualifying Event”). The Agent will immediately notify the Fund if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Event. (g) The Agent represents and warrants that it has policies and procedures reasonably designed to comply with applicable pay-to-play laws, rules and regulations. (h) The representations and warranties set forth in this Agreement are continuing during the term delivery of this Agreement and the Agent agrees to notify the Fund promptly in writing if at any time during the term of this Agreement, any such representation or warranty becomes inaccurate or untrue and consummation of the facts related thereto. transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of the Agent, and this Agreement has been duly and validly executed and delivered by the Agent and is a legal, valid and binding agreement of the Agent, enforceable in accordance with its terms, except as the legality, validity, binding nature and enforceability thereof may be limited by (i) The Agent acknowledges that bankruptcy, insolvency, moratorium, reorganization, conservatorship, receivership or other similar laws relating to or affecting the Fund enforcement of creditors’ rights generally, and (ii) general equity principles regardless of whether such enforceability is considered in entering into this Agreement a proceeding in reliance on the representations, warranties and agreements of the Agent contained hereinequity or at law.

Representations and Warranties of the Agent. The Agent represents and warrants that: (a) The Agent has been It is not disqualified from acting as a selling agent hereunder as a result of the application of Rule 505(b)(2)(iii) of Regulation D. (b) It is a corporation duly formed and is organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware and is duly authorized Minnesota with all requisite corporate power to enter into and perform, and has duly executed and delivered, this Agreement. (b) The Agent, and any authorized representative of the Agent performing services carry on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including business as set forth in the rules of FINRA) to provide the services required to be provided by the Agent under this AgreementMemorandum. (c) The Agent has not solicited and will not solicit any offer It is licensed as a broker-dealer, authorized to buy, or offer to sell, Shares in any manner which would be inconsistent with applicable laws and regulations or with conduct offerings of the procedures for solicitations sort contemplated hereby by the Governing Documents Commission and the blue sky authorities of each state in which the Company and the Agent have agreed to offer the Units and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"), and, to the best of the Agent's knowledge, no proceedings are pending or this Agreement, in any manner which would constitute a general solicitation threatened to revoke or advertising with respect to Shares, including without limitation any advertisement, article, notice, or other communication published in any newspaper, magazine or similar medium or broadcast over television, radio or other means of electronic communication (unless access to that communication is limited to those persons eligible to purchase Shares) or any seminar or meeting whose attendees have been invited by limit any such general solicitation or advertisingstatus. (d) The Agent will furnish to each subscriber of Shares, identified either This Agreement has been duly authorized and executed by the Agent or the Fundand is a legal, a current copy valid and binding agreement of the Fund’s Governing DocumentsAgent enforceable in accordance with its terms, other Offering Materials, and subscription documentation for Shares, except as applicable, prior to such person’s admission as an investor of enforceability may be limited by the Fund or, to the extent applicable in the case of an additional investment by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribedEnforceability Limitations. (e) No Agent Piece will contain an untrue statement It will: (i) not offer, offer for sale or sell the Units by means of any material fact form of general solicitation or omit to state any material fact necessary in order to make statements in such Agent Piece not misleading in light general advertising as described under Rule 502(c) of Regulation D; (ii) provide each of its offerees of Units a copy of the circumstances under Memorandum at all times prior to the date upon which they were made.any such offeree purchases any of the Units; (iii) not utilize any sales materials other than the Memorandum or make any statements concerning the Company other than information contained in the Memorandum unless prior written approval is obtained from the Company; (iv) offer and sell the Units on behalf of the Company only to "accredited investors" within the meaning of Rule 501(a) of Regulation D. (f) The Agent acknowledges It will not, and will use its best efforts to ensure that any subagent employed by it understands that will not, offer the Fund is relying on Section 506 of Regulation D under Units for sale to, sell to, or solicit any offers to subscribe for the Securities Act with respect Units from, any offeree who resides in a state where the applicable state securities laws require offerees to meet specified qualifications, unless such offeree meets such qualifications, or where applicable state securities laws require offerees to receive disclosure documents, until it has delivered a Memorandum. Within a reasonable time prior to the offering of Shares. In furtherance of Closing respecting such purchase, it or its subagents shall deliver all such documents to all persons who are to purchase the foregoingUnits, to the Agent represents and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer participating in the offering of the Fund, nor any employee or agent of the Agent that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject of any of the acts enumerated in Rule 506(d)(i) through (viii) thereof (each, a “Disqualifying Event”). The Agent will immediately notify the Fund if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Eventextent they have not theretofore received such documents. (g) The Agent represents It will make, and warrants will use its best efforts to ensure that any subagents employed by it are registered broker-dealers in the appropriate jurisdictions and will make offers to sell Units to, sell to, or solicit offers to subscribe for Units from, persons only from those states or other jurisdictions where the Company has policies either qualified or registered the offering for sale or an exemption from such qualification or registration is available under the applicable securities laws of such states or jurisdictions. It will not, and procedures will use its best efforts to ensure any subagent employed by it will not, offer, sell or solicit offers for Units to or from any person unless, immediately before making such offer, sale or solicitation, it or its subagent reasonably designed believes such person would be able to comply represent that such person is acquiring such Units for such person's own account as principal for investment and not with applicable pay-to-play laws, rules and regulationsa view to resale or distribution. (h) The representations and warranties set forth in this Agreement are continuing during Upon the term of this Agreement and delivery to it by the Agent agrees to notify the Fund promptly in writing if at any time during the term of this Agreement, any such representation or warranty becomes inaccurate or untrue and Company of the facts related theretorequisite number of copies thereof, it will promptly distribute to each person to whom a Memorandum was given a copy of any amendment thereof or supplement thereto approved by the Agent. (i) The Agent acknowledges that the Fund in entering into execution of this Agreement and the performance by the Agent of its obligations hereunder will not result in reliance on violation by the representations, warranties and agreements Agent of any federal or state law or regulation or of the Agent contained hereinrules, regulations or guidelines of any regulatory or other agency having jurisdiction, including the NASD, governing the qualification, licensing or conduct of securities brokers or dealers.

Representations and Warranties of the Agent. The Agent represents and warrants that: (a) The Agent has been duly formed and is validly existing as a limited liability company in good standing formed under the laws of the State of Delaware Washington, validly existing and is duly authorized in good standing, with all requisite power and authority to enter into this Agreement and perform, and has duly executed and delivered, this Agreementto carry out its obligations hereunder. (b) The AgentThis Agreement has been duly authorized, executed and any authorized representative of the Agent performing services on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided delivered by the Agent under this Agreementand is a valid and binding agreement enforceable in accordance with its terms. (c) The Agent has is duly registered pursuant to the provisions of the 1934 Act, as a broker-dealer and is a member in good standing of the National Association of Securities Dealers, Inc. (“NASD”) and duly registered as a broker-dealer in those states in which the Agent is required to be so registered in order to carry out the Offering. (d) The Agent will use its best efforts to conduct the Offering in compliance with the requirements of Regulation D and in this regard the Agent will have: (i) During the course of the Offering, and to the extent any representations are made concerning the Offering, not solicited made any untrue statement of a material fact and will not solicit omitted to state a material fact required to be stated or necessary to make any offer to buystatement not misleading; (ii) Not offered, offered for sale, or offer sold the securities, except to sellthe extent permitted by Regulation D, Shares in any manner which would be inconsistent with applicable laws and regulations or with the procedures for solicitations contemplated by the Governing Documents or this Agreement, in any manner which would constitute a general solicitation or advertising with respect to Shares, including without limitation any means of: (A) Any advertisement, article, notice, or other communication mentioning the securities published in any newspaper, magazine or similar medium or broadcast over television, radio television or other means of electronic communication radio; (unless access to that communication is limited to those persons eligible to purchase SharesB) or any Any seminar or meeting whose meeting, the attendees of which have been invited by any such general solicitation or general advertising.; or (diii) The Agent will furnish to each subscriber of Shares, identified either by the Agent or the Fund, a current copy of the Fund’s Governing Documents, other Offering Materials, and subscription documentation for Shares, as applicable, prior to such person’s admission as an investor of the Fund or, Prior to the extent applicable in the case of an additional investment by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribed. (e) No Agent Piece will contain an untrue statement of any material fact or omit to state any material fact necessary in order to make statements in such Agent Piece not misleading in light of the circumstances under which they were made. (f) The Agent acknowledges that it understands that the Fund is relying on Section 506 of Regulation D under the Securities Act with respect to the offering of Shares. In furtherance of the foregoing, the Agent represents and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer participating in the offering of the Fund, nor any employee or agent of the Agent that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject sale of any of the acts enumerated in Rule 506(d)(i) through (viii) thereof (eachsecurities, a “Disqualifying Event”). The Agent will immediately notify reasonably believed that each subscriber and his or her purchaser representative, if any, met the Fund if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Event. (g) The Agent represents suitability and warrants that it has policies and procedures reasonably designed to comply with applicable pay-to-play laws, rules and regulations. (h) The representations and warranties other investor standards set forth in this Agreement are continuing during the term of this Agreement and the Agent agrees Blue Sky Survey prepared by Company Counsel pursuant to notify the Fund promptly in writing if at any time during the term Section 9.(c) of this Agreement, ; the Agent will prepare and maintain memoranda and other appropriate records substantiating the foregoing; (iv) Only used sales materials which have been approved for use in this Offering by the Company; (v) Not made any such representation or warranty becomes inaccurate or untrue and representations on behalf of the facts related thereto. (i) The Agent acknowledges that the Fund in entering into this Agreement in reliance on the representationsCompany, warranties and agreements nor have acted as an agent of the Agent contained Company in any other capacity except as expressly set forth herein.

Representations and Warranties of the Agent. The Agent represents and warrants that: (a) The Agent has been duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware New York and is duly authorized to enter into and perform, and has duly executed and delivered, this Agreement. (b) The Agent, and any authorized representative of the Agent performing services on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided by the Agent under this Agreement. (c) The Agent has not solicited and will not solicit any offer to buy, or offer to sell, Shares in any manner which would be inconsistent with applicable laws and regulations or with the procedures for solicitations contemplated by the Governing Documents or this Agreement, in any manner which would constitute a general solicitation or advertising with respect to Shares, including without limitation any advertisement, article, notice, or other communication published in any newspaper, magazine or similar medium or broadcast over television, radio or other means of electronic communication (unless access to that communication is limited to those persons eligible to purchase Shares) or any seminar or meeting whose attendees have been invited by any such general solicitation or advertising. (d) The Agent will furnish to each subscriber of Shares, identified either by the Agent or the Fund, a current copy of the Fund’s Governing Documents, other Offering Materials, and subscription documentation for Shares, as applicable, prior to such person’s admission as an investor of the Fund or, to the extent applicable in the case of an additional investment by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribed. (e) No Agent Piece will contain an untrue statement of any material fact or omit to state any material fact necessary in order to make statements in such Agent Piece not misleading in light of the circumstances under which they were made. (f) The Agent acknowledges that it understands that the Fund is relying on Section 506 of Regulation D under the Securities Act with respect to the offering of Shares. In furtherance of the foregoing, the Agent represents and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer participating in the offering of the Fund, nor any employee or agent of the Agent that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject of any of the acts enumerated in Rule 506(d)(i) through (viii) thereof (each, a “Disqualifying Event”). The Agent will immediately notify the Fund if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Event. (g) The Agent represents and warrants that it has policies and procedures reasonably designed to comply with applicable pay-to-play laws, rules and regulations. (h) The representations and warranties set forth in this Agreement are continuing during the term of this Agreement and the Agent agrees to notify the Fund promptly in writing if at any time during the term of this Agreement, any such representation or warranty becomes inaccurate or untrue and of the facts related thereto. (i) The Agent acknowledges that the Fund in entering into this Agreement in reliance on the representations, warranties and agreements of the Agent contained herein.

Representations and Warranties of the Agent. (1) The Agent hereby represents and warrants to the Company and acknowledges that the Company is relying upon such representations and warranties, that: (a) The Agent has been in respect of the offer and sale of the Offered Securities, it will offer and sell the Offered Securities in compliance with applicable Securities Laws and this Agreement and, as to offers and sales of the Conventional Unit Shares and Warrants comprising the Conventional Units to, or for the account or benefit of, persons in the United States and U.S. Persons, in compliance with, the provisions of Schedule “A” hereto; (b) it is duly formed incorporated or created and is validly existing as a limited liability company in good standing under the laws in its jurisdiction of the State of Delaware incorporation or formation and is duly authorized has all requisite corporate power, if applicable, and legal capacity and authority to carry on its business or operations as currently conducted; (c) it has all required corporate powers, if applicable, and legal capacity and authority to enter into and perform, carry out its obligations under this Agreement and has duly executed complete the transactions contemplated under this Agreement on the terms and delivered, this Agreement.conditions set forth herein; (bd) The Agentit and its representatives have not engaged in or authorized, and any authorized representative of the Agent performing services on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided by the Agent under this Agreement. (c) The Agent has not solicited and will not solicit engage in or authorize, any offer to buy, or offer to sell, Shares in any manner which would be inconsistent with applicable laws and regulations or with the procedures for solicitations contemplated by the Governing Documents or this Agreement, in any manner which would constitute a form of general solicitation or general advertising in connection with or in respect to Shares, including without limitation any advertisement, article, notice, or other communication published of the Offered Securities in any newspaper, magazine magazine, printed media of general and regular paid circulation or any similar medium medium, or broadcast over television, radio or other means of electronic communication (unless access to that communication is limited to those persons eligible to purchase Shares) television or otherwise or conducted any seminar or meeting concerning the offer or sale of the Offered Securities whose attendees have been invited by any such general solicitation or general advertising. (d) The Agent will furnish to each subscriber of Shares, identified either by the Agent or the Fund, a current copy of the Fund’s Governing Documents, other Offering Materials, and subscription documentation for Shares, as applicable, prior to such person’s admission as an investor of the Fund or, to the extent applicable in the case of an additional investment by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribed.; (e) No Agent Piece it and its representatives have not and will contain an untrue not solicit offers to purchase or sell the Offered Securities so as to require the filing of a prospectus, registration statement or offering memorandum or subject the Company to the provision of any material fact or omit to state contractual right of action under the laws of any material fact necessary in order to make statements in such Agent Piece not misleading in light of the circumstances under which they were made.jurisdiction; (f) The Agent acknowledges that it understands that the Fund is relying on Section 506 of Regulation D will use its commercially reasonable efforts to obtain from each Purchaser an executed Subscription Agreement and all other applicable forms, reports, undertakings and documentation required under the Securities Act with respect to Laws or required by the offering of Shares. In furtherance of the foregoingCompany, the Agent represents and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer participating in the offering of the Fund, nor any employee or agent of the Agent that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject of any of the acts enumerated in Rule 506(d)(i) through (viii) thereof (each, a “Disqualifying Event”). The Agent will immediately notify the Fund if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Event.acting reasonably; and (g) The Agent represents it, and warrants that each person appointed by it has policies as its agent to assist in the Offering, is duly registered pursuant to the provisions of the Securities Laws, and procedures reasonably designed it is a member in good standing of the Investment Industry Regulatory Organization of Canada, and is duly registered or licensed as an investment dealer in those jurisdictions in which it is required to comply with applicable pay-to-play laws, rules and regulations. (h) The representations and warranties set forth be so registered in this Agreement are continuing during order to perform the term of this Agreement and the Agent agrees to notify the Fund promptly in writing if at any time during the term of services contemplated by this Agreement, any such representation or warranty becomes inaccurate if or untrue and of the facts related thereto. (i) The Agent acknowledges that the Fund in entering into this Agreement in reliance on the representationswhere not so registered or licensed, warranties and agreements of the Agent contained hereinwill act only through members of a selling group who are so registered or licensed.

Representations and Warranties of the Agent. The Agent represents and warrants that: (a) The Agent has been It is not disqualified from acting as a selling agent hereunder as a result of the application of Regulation D. (b) It is a corporation duly formed and is organized, validly existing as a limited liability company and in good standing under the laws of the State of Delaware and is duly authorized Minnesota with all requisite corporate power to enter into and perform, and has duly executed and delivered, this Agreement. (b) The Agent, and any authorized representative of the Agent performing services carry on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including business as set forth in the rules of FINRA) to provide the services required to be provided by the Agent under this AgreementMemorandum. (c) The Agent has not solicited and will not solicit any offer It is licensed as a broker-dealer, authorized to buy, or offer to sell, Shares in any manner which would be inconsistent with applicable laws and regulations or with conduct offerings of the procedures for solicitations sort contemplated hereby by the Governing Documents Commission and the blue sky authorities of each state in which the Company and the Agent have agreed to offer the Units and is a member in good standing of the National Association of Securities Dealers, Inc. ("NASD"), and, to the best of the Agent's knowledge, no proceedings are pending or this Agreement, in any manner which would constitute a general solicitation threatened to revoke or advertising with respect to Shares, including without limitation any advertisement, article, notice, or other communication published in any newspaper, magazine or similar medium or broadcast over television, radio or other means of electronic communication (unless access to that communication is limited to those persons eligible to purchase Shares) or any seminar or meeting whose attendees have been invited by limit any such general solicitation or advertisingstatus. (d) The Agent will furnish to each subscriber of Shares, identified either This Agreement has been duly authorized and executed by the Agent or the Fundand is a legal, a current copy valid and binding agreement of the Fund’s Governing DocumentsAgent enforceable in accordance with its terms, other Offering Materials, and subscription documentation for Shares, except as applicable, prior to such person’s admission as an investor of enforceability may be limited by the Fund or, to the extent applicable in the case of an additional investment by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribedEnforceability Limitations. (e) No Agent Piece will contain an untrue statement It will: (i) not offer, offer for sale or sell the Units by means of any material fact form of general solicitation or omit to state any material fact necessary in order to make statements in such Agent Piece not misleading in light general advertising as described under Rule 502(c) of Regulation D; (ii) provide each of its offerees of Units a copy of the circumstances under Memorandum at all times prior to the date upon which they were made.any such offeree purchases any of the Units; (iii) not utilize any sales materials other than the Memorandum or make any statements concerning the Company other than information contained in the Memorandum unless prior written approval is obtained from the Company; (iv) offer and sell the Units on behalf of the Company only to "accredited investors" within the meaning of Rule 501(a) of Regulation D. (f) The Agent acknowledges It will not, and will use its best efforts to ensure that any subagent employed by it understands that will not, offer the Fund is relying on Section 506 of Regulation D under Units for sale to, sell to, or solicit any offers to subscribe for the Securities Act with respect Units from, any offeree who resides in a state where the applicable state securities laws require offerees to meet specified qualifications, unless such offeree meets such qualifications, or where applicable state securities laws require offerees to receive disclosure documents, until it has delivered a Memorandum. Within a reasonable time prior to the offering of Shares. In furtherance of Closing respecting such purchase, it or its subagents shall deliver all such documents to all persons who are to purchase the foregoingUnits, to the Agent represents and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer participating in the offering of the Fund, nor any employee or agent of the Agent that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject of any of the acts enumerated in Rule 506(d)(i) through (viii) thereof (each, a “Disqualifying Event”). The Agent will immediately notify the Fund if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Eventextent they have not theretofore received such documents. (g) The Agent represents It will make, and warrants will use its best efforts to ensure that any subagents employed by it are registered broker-dealers in the appropriate jurisdictions and will make offers to sell Units to, sell to, or solicit offers to subscribe for Units from, persons only from those states or other jurisdictions where the Company has policies either qualified or registered the offering for sale or an exemption from such qualification or registration is available under the applicable securities laws of such states or jurisdictions. It will not, and procedures will use its best efforts to ensure any subagent employed by it will not, offer, sell or solicit offers for Units to or from any person unless, immediately before making such offer, sale or solicitation, it or its subagent reasonably designed believes such person would be able to comply represent that such person is acquiring such Units for such person's own account as principal for investment and not with applicable pay-to-play laws, rules and regulationsa view to resale or distribution. (h) The representations and warranties set forth in this Agreement are continuing during Upon the term of this Agreement and delivery to it by the Agent agrees to notify the Fund promptly in writing if at any time during the term of this Agreement, any such representation or warranty becomes inaccurate or untrue and Company of the facts related theretorequisite number of copies thereof, it will promptly distribute to each person to whom a Memorandum was given a copy of any amendment thereof or supplement thereto approved by the Agent. (i) The Agent acknowledges that the Fund in entering into execution of this Agreement and the performance by the Agent of its obligations hereunder will not result in reliance on violation by the representations, warranties and agreements Agent of any federal or state law or regulation or of the Agent contained hereinrules, regulations or guidelines of any regulatory or other agency having jurisdiction, including the NASD, governing the qualification, licensing or conduct of securities brokers or dealers.

Representations and Warranties of the Agent. The Agent represents and warrants that: (a) The Agent has been is a corporation duly formed and is validly existing as a limited liability company in good standing under the laws of the State of Delaware Hong Kong, validly existing and is duly authorized in good standing, with all requisite power and authority to enter into this Agreement and perform, and has duly executed and delivered, this Agreementto carry out its obligations hereunder. (b) The AgentThis Agreement has been duly authorized, executed and any authorized representative of the Agent performing services on its behalf, has maintained and will maintain all licenses and registrations necessary under applicable law and regulations (including the rules of FINRA) to provide the services required to be provided delivered by the Agent under this Agreementand is a valid and binding agreement enforceable in accordance with its terms. (c) The Agent has not solicited understands and confirms that this transaction is intended to be exempt from registration under the 1933 Act by virtue of section 4(2) of the 1933 Act, the provisions of Rule 506 of Regulation D promulgated thereunder, or the exception from the registration requirements available under Regulations S of the 1933 Act. The Agent shall conduct the Offering in compliance with the requirements of Regulation D or Regulation S. (d) The Agent is registered in all applicable jurisdictions in which the Offering will be made and will conduct the Offering in compliance with all applicable registration requirements and securities laws. (e) The Agent will use its best efforts to conduct the Offering in compliance with the requirements of Regulation D and in this regard the Agent will have: (i) During the course of the Offering, and to the extent any representations are made concerning the Offering or matters set forth in the Subscription Agreement, not solicit made any offer untrue statement of a material fact and not omitted to buystate a material fact required to be stated or necessary to make any statement not misleading; (ii) Not offered, offered for sale, or offer sold the securities, except to sellthe extent permitted by Regulation D, Shares in any manner which would be inconsistent with applicable laws and regulations or with the procedures for solicitations contemplated by the Governing Documents or this Agreement, in any manner which would constitute a general solicitation or advertising with respect to Shares, including without limitation any means of: (A) Any advertisement, article, notice, or other communication mentioning the securities published in any newspaper, magazine or similar medium or broadcast over television, radio television or other means of electronic communication radio; (unless access to that communication is limited to those persons eligible to purchase SharesB) or any Any seminar or meeting whose meeting, the attendees of which have been invited by any such general solicitation or general advertising.; or (diii) The Prior to the sale of any of the securities, reasonably believed that each subscriber and his or her purchaser representative, if any, met the suitability and other investor standards set forth in the Subscription Agreement; the Agent will furnish to each subscriber of Shares, identified either prepare and maintain memoranda and other appropriate records substantiating the foregoing; (iv) Only used sales materials other than the Subscription Agreement which have been approved for use in this Offering by the Agent or Company; (v) During the Fund, course of the Offering provided each offeree with a current copy of the Fund’s Governing DocumentsSubscription Agreement; (vi) Until the last closing date, promptly distributed any supplement or amendment to the Subscription Agreement received from the Company to persons who previously received a copy of the Subscription Agreement and who the Agent believes continue to be interested in the Company and included such supplement or amendment in all deliveries of the Subscription Agreement made after receipt of any such supplement or amendment; and (vii) Not made any representations on behalf of the Company other Offering Materialsthan those contained in the Subscription Agreement, and subscription documentation for Shares, as applicable, prior to such person’s admission nor have acted as an investor agent of the Fund or, to the extent applicable Company in the case of an additional investment by an existing investor, prior to the issuance of the additional Shares for which such existing investor has subscribed. (e) No Agent Piece will contain an untrue statement of any material fact or omit to state any material fact necessary in order to make statements in such Agent Piece not misleading in light of the circumstances under which they were madeother capacity except as expressly set forth herein. (f) The Agent acknowledges that it understands that All the Fund is relying on Section 506 of Regulation D under the Securities Act with respect to the offering of Shares. In furtherance of the foregoing, funds raised by the Agent represents and warrants that neither it, nor any of its managers or managing members (if any), nor any Agent director, executive officer or other officer participating in the offering of Offering shall be earned or obtained by the Fund, nor any employee or agent of the Agent that shall receive remuneration (directly or indirectly) for the provision of services under this Agreement, nor any other person construed as a “covered person” pursuant to Rule 506 of Regulation D (each, a “Covered Person”) is the subject of any of the acts enumerated in Rule 506(d)(i) investors through (viii) thereof (each, a “Disqualifying Event”). The Agent will immediately notify the Fund if it becomes aware of any Covered Person who is or becomes the subject of a Disqualifying Eventlawful means. (g) The Agent represents and warrants that it has policies and procedures reasonably designed to comply with applicable pay-to-play laws, rules and regulations. (h) The representations and warranties set forth in this Agreement are continuing during the term of this Agreement and the Agent agrees to notify the Fund promptly in writing if at any time during the term of this Agreement, any such representation or warranty becomes inaccurate or untrue and of the facts related thereto. (i) The Agent acknowledges that the Fund in entering into this Agreement in reliance on the representations, warranties and agreements of the Agent contained herein.