Common use of Representations and Warranties of the Managing Broker-Dealer Clause in Contracts

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Dealer represents and warrants to the Company that: 5.1 The Managing Broker-Dealer is a duly organized Utah limited liability company. 5.2 This Agreement, when executed by the Managing Broker-Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Dealer, enforceable in accordance with its terms. 5.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement will not result in a breach or violation of any order, rule or regulation directed to the Managing Broker-Dealer by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Managing Broker-Dealer or its affiliates. 5.4 The Managing Broker-Dealer is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing of FINRA, and a broker or dealer duly registered as such in any state where offers are made by the Managing Broker-Dealer. The Managing Broker-Dealer will comply with all applicable laws, regulations and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Managing Broker-Dealer has all required licenses and permits. 5.5 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Offering Statement and provide an adequate basis for evaluating an investment in the Shares. 5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SEC, if such should be required, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required. 5.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares purchased by such person. 5.8 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Dealer has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares. 5.9 In the event the Managing Broker-Dealer becomes a Selling Group Member, the Managing Broker-Dealer shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Broker Dealer represents and warrants to the Company Issuer, each of the Selling Group Members, and each of the Introducing RIAs that: 5.1 4.1 The Managing Broker-Broker Dealer is a duly organized Utah and validly exists as a limited liability companycompany in good standing under the laws of the State of Illinois and has all requisite power and authority to enter into this Agreement. 5.2 4.2 This Agreement, when executed by the Managing Broker-Broker Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Broker Dealer, enforceable in accordance with its terms. 5.3 4.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement Circular will not result in a breach or violation of any order, rule rule, or regulation directed to the Managing Broker-Broker Dealer by any court or court, any federal or state regulatory body body, FINRA, or any administrative agency having jurisdiction over the Managing Broker-Broker Dealer or its affiliates. 5.4 4.4 The Managing Broker-Broker Dealer is, and during the term of this Agreement will be, duly registered as a broker-broker dealer pursuant to the provisions of the Exchange Act, a member in good standing of with FINRA, and a broker or dealer duly registered as such a broker dealer in any state where offers are made by the Managing Broker-Broker Dealer. The Managing Broker-Broker Dealer will comply with all applicable federal and state securities laws, the published rules and regulations thereunder, and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Managing Broker-Dealer has all required licenses and permitsFINRA rules. 5.5 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Offering Statement and provide an adequate basis for evaluating an investment in the Shares. 5.6 4.5 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SECSEC or FINRA, if such filing should be required, and may be filed with, with and may be subject to the approval of, any of applicable federal and applicable state securities regulatory agencies, if required. 5.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares purchased by such person. 5.8 4.6 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Broker Dealer has established and implemented anti-money-money laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the SharesSecurities. 5.9 4.7 Neither the Managing Broker Dealer nor any of its executive officers, directors, general partners, managing members, or officers involved in the offering, registered representatives acting on behalf of the Managing Broker Dealer or persons who own 20.0% or more of the Managing Broker Dealer or any person receiving any direct or indirect compensation from the Managing Broker Dealer with respect to the Offering: 4.7.1 Has been convicted, within ten (10) years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving or making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities. 4.7.2 Is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five (5) years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities. 4.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission, or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency, or officer; (ii) Engaging in the business of securities, insurance, or banking; or (iii) Engaging in savings association or credit union activities. (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten (10) years before any Applicable Date. 4.7.4 Is subject to an order of the SEC pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act, that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer, or investment adviser; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any xxxxx stock. 4.7.5 Is subject to any order of the SEC entered within five (5) years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and 17 CFR 240.10b-5, Section 15(c)(1) of the Exchange Act, and Section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 4.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 4.7.7 Has filed (as a registrant or issuer), or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five (5) years of any Applicable Date, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 4.7.8 Is subject to a United States Postal Service false representation order entered within five (5) years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 4.8 The representations and warranties made in this Section 4 are made as of the Effective Date and shall be continuing representations and warranties throughout the term of the Offering Period. In the event the Managing Broker-Dealer that any of these representations or warranties becomes a Selling Group Memberuntrue, the Managing Broker-Broker Dealer shall comply with all requirements will immediately notify the Issuer in writing of the Selling Group Members as set forth in fact which makes the Soliciting Dealer Agreementrepresentation or warranty untrue.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Broker Dealer represents and warrants to the Company Issuer, each of the Selling Group Members, and each of the Introducing RIAs that: 5.1 4.1 The Managing Broker-Broker Dealer is a duly organized Utah and validly exists as a limited liability companycompany in good standing under the laws of the State of Illinois and has all requisite power and authority to enter into this Agreement. 5.2 4.2 This Agreement, when executed by the Managing Broker-Broker Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Broker Dealer, enforceable in accordance with its terms. 5.3 4.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement Circular will not result in a breach or violation of any order, rule rule, or regulation directed to the Managing Broker-Broker Dealer by any court or court, any federal or state regulatory body body, FINRA, or any administrative agency having jurisdiction over the Managing Broker-Broker Dealer or its affiliates. 5.4 4.4 The Managing Broker-Broker Dealer is, and during the term of this Agreement will be, duly registered as a broker-broker dealer pursuant to the provisions of the Exchange Act, a member in good standing of with FINRA, and a broker or dealer duly registered as such a broker dealer in any state where offers are made by the Managing Broker-Broker Dealer. The Managing Broker-Broker Dealer will comply with all applicable federal and state securities laws, the published rules and regulations thereunder, and requirements of the Securities Act, the Exchange Act, applicable state law and FINRA. The Managing Broker-Dealer has all required licenses and permitsFINRA rules. 5.5 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Offering Statement and provide an adequate basis for evaluating an investment in the Shares. 5.6 4.5 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SECSEC or FINRA, if such filing should be required, and may be filed with, with and may be subject to the approval of, any of applicable federal and applicable state securities regulatory agencies, if required. 5.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares purchased by such person. 5.8 4.6 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Broker Dealer has established and implemented anti-money-money laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the SharesSecurities. 5.9 4.7 Neither the Managing Broker Dealer nor any of its executive officers, directors, general partners, managing members, or officers involved in the offering, registered representatives acting on behalf of the Managing Broker Dealer or persons who own 20.0% or more of the Managing Broker Dealer or any person receiving any direct or indirect compensation from the Managing Broker Dealer with respect to the Offering: 4.7.1 Has been convicted, within ten (10) years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving or making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities. 4.7.2 Is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five (5) years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities. 4.7.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission, or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency, or officer; (ii) Engaging in the business of securities, insurance, or banking; or (iii) Engaging in savings association or credit union activities. (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within ten (10) years before any Applicable Date. 4.7.4 Is subject to an order of the SEC pursuant to Section 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act, that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer, or investment adviser; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pexxx xtock. 4.7.5 Is subject to any order of the SEC entered within five (5) years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and 17 CFR 240.10b-5, Section 15(c)(1) of the Exchange Act, and Section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 4.7.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 4.7.7 Has filed (as a registrant or issuer), or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five (5) years of any Applicable Date, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 4.7.8 Is subject to a United States Postal Service false representation order entered within five (5) years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 4.8 There are no actions, suits or proceedings pending or to the knowledge of the Managing Broker Dealer, threatened against the Managing Broker Dealer at law or in equity or before or by any federal or state commission, regulatory body or administrative agency or other governmental body, domestic or foreign, which could be reasonably expected to have a material adverse effect on the Managing Broker Dealer or the ability of the Managing Broker Dealer to perform its obligations under this Agreement or to participate in the Offering as contemplated by the Offering Circular. 4.9 The representations and warranties made in this Section 4 are made as of the Effective Date and shall be continuing representations and warranties throughout the term of the Offering Period. In the event the Managing Broker-Dealer that any of these representations or warranties becomes a Selling Group Memberuntrue, the Managing Broker-Broker Dealer shall comply with all requirements will immediately notify the Issuer in writing of the Selling Group Members as set forth in fact which makes the Soliciting Dealer Agreementrepresentation or warranty untrue.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Dealer represents and warrants to the Company that: 5.1 4.1 The Managing Broker-Dealer is a duly organized Utah limited liability companycompany in good standing and has all requisite power and authority to enter into this Agreement. 5.2 4.2 This Agreement, when executed by the Managing Broker-Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Dealer, enforceable in accordance with its terms. 5.3 4.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement Memorandum will not result in a breach or violation of any order, rule or regulation directed to the Managing Broker-Dealer by any court court, FINRA or any federal or state regulatory body or administrative agency having jurisdiction over the Managing Broker-Dealer or its affiliates. 5.4 4.4 The Managing Broker-Dealer is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, hereby confirms that it (i) is a member in good standing of FINRA, (ii) is qualified and fully registered to act as a broker or broker-dealer within all states in which it will sell the Securities, (iii) is a broker-dealer duly registered as with the SEC pursuant to the Exchange Act and (iv) will maintain all such registrations and qualifications in any state where offers are made by good standing for the duration of the Managing Broker-Dealer’s involvement in the Offering. The Managing Broker-Dealer agrees to immediately notify the Issuer if it ceases to be a member of FINRA in good standing. The Managing Broker-Dealer will comply with all applicable laws, regulations regulations, requirements and requirements rules of the Securities Act, the Exchange Act, applicable state law and FINRA. The Managing Broker-Dealer has all required licenses and permits. 5.5 4.5 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the CompanyIssuer, that all material facts are adequately and accurately disclosed in the Offering Statement Memorandum and provide an adequate basis for evaluating an investment in the SharesSecurities. 5.6 4.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company Issuer with the SECSEC or FINRA, if such filing should be required, and may be filed with, and may be subject to the approval of, of any applicable federal and applicable state securities regulatory agencies, if required. 5.7 4.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares Securities purchased by such person. 5.8 4.8 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Dealer has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001. 4.9 As of any Applicable Date, which are reasonably expected to detect and cause reporting that none of suspicious transactions (i) the Managing Broker-Dealer, (ii) any general partner or managing member of the Managing Broker-Dealer, (iii) any director, executive officer, other officer participating in the Offering, general partner or managing member of the Managing Broker-Dealer or (iv) any person associated with the Managing Broker-Dealer that has been or will be paid (directly or indirectly) remuneration for solicitation of Investors in connection with the sale of the Shares. 5.9 In the event Securities and directly paid by the Managing Broker-Dealer becomes and specifically excluding payments pursuant to or through a Selling Group Member, the Managing Broker-Dealer shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement: 4.9.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 4.9.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 4.9.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 4.9.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment adviser; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any xxxxx stock. 4.9.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 4.9.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 4.9.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 4.9.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Dealer represents and warrants to the Company Issuer that: 5.1 4.1 The Managing Broker-Dealer is a duly organized Utah limited liability companyOhio corporation in good standing and has all requisite power and authority to enter into this Agreement. 5.2 4.2 This Agreement, when executed by the Managing Broker-Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Dealer, enforceable in accordance with its terms, except as may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and subject to the qualification that the availability of equitable remedies is subject to the discretion of the court before which any proceeding therefore may be brought. 5.3 4.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement Circular will not result in a breach or violation of any order, rule or regulation directed to the Managing Broker-Dealer by any court court, FINRA or any federal or state regulatory body or administrative agency having jurisdiction over the Managing Broker-Dealer or its affiliates. 5.4 The 4.4 Managing Broker-Dealer is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, hereby confirms that it (i) is a member in good standing of FINRA, (ii) is qualified and fully registered to act as a broker or broker-dealer within all states in which it will sell the Securities, (iii) is a broker-dealer duly registered with the Securities and Exchange Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (iv) will maintain all such registrations and qualifications in any state where offers are made by good standing for the duration of the Managing Broker-Dealer’s involvement in the Offering. The Managing Broker-Dealer agrees to immediately notify the Issuer if it ceases to be a member of FINRA in good standing. The Managing Broker-Dealer will comply with all applicable laws, regulations regulations, requirements and requirements rules of the Securities Act, the Exchange Act, applicable state law and FINRA. The Managing Broker-Dealer has all required licenses and permits. 5.5 4.5 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Offering Statement and provide an adequate basis for evaluating an investment in the Shares. 5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company with the SEC, if such should be required, and may be filed with, and may be subject to the approval of, any applicable federal and applicable state securities regulatory agencies, if required. 5.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares purchased by such person. 5.8 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Dealer has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001. 4.6 As of any Applicable Date, which are reasonably expected to detect and cause reporting none of suspicious transactions (i) the Managing Broker-Dealer, (ii) any general partner or managing member of the Managing Broker-Dealer, (iii) any director, executive officer, other officer participating in the Offering, general partner or managing member of the Managing Broker-Dealer or (iv) any person associated with the Managing Broker-Dealer that has been or will be paid (directly or indirectly) remuneration for solicitation of Investors in connection with the sale of the Shares. 5.9 In the event Securities and directly paid by the Managing Broker-Dealer and specifically excluding payments pursuant to or through a Soliciting Dealer Agreement: 4.6.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities. 4.6.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities. 4.6.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 4.6.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 4.6.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 4.6.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 4.6.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 4.6.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations. 4.7 The representations and warranties made in this Section 4 are and shall be continuing representations and warranties throughout the Offering Period. In the event that any of these representations or warranties becomes a Selling Group Memberuntrue, the Managing Broker-Dealer shall comply with all requirements will immediately notify the Issuer in writing of the Selling Group Members as set forth in fact which makes the Soliciting Dealer Agreementrepresentation or warranty untrue.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Broker Dealer represents and warrants to the Company Issuer and the Selling Group Members that: 5.1 4.1 The Managing Broker-Broker Dealer is a duly organized Utah and validly exists as a limited liability companycompany in good standing under the laws of the State of Massachusetts and has all requisite power and authority to enter into this Agreement. 5.2 4.2 This Agreement, when executed by the Managing Broker-Broker Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Broker Dealer, enforceable in accordance with its terms. 5.3 4.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement Memorandum will not result in a breach or violation of any order, rule rule, or regulation directed to the Managing Broker-Broker Dealer by any court or court, any federal or state regulatory body body, FINRA, or any administrative agency having jurisdiction over the Managing Broker-Broker Dealer or its affiliates. 5.4 4.4 The Managing Broker-Broker Dealer is, and during the term of this Agreement will be, duly registered as a broker-broker dealer pursuant to the provisions of the Exchange Act, a member in good standing of with FINRA, and a broker or dealer duly registered as such a broker dealer in any state where offers are made by the Managing Broker-Broker Dealer. The Managing Broker-Broker Dealer will comply with all applicable laws, regulations regulations, and requirements of the Securities Act, the Exchange Act, applicable state law securities law, the published rules and FINRAregulations thereunder, and FINRA rules. The Managing Broker-Broker Dealer has all required licenses and permits. 5.5 4.5 The Managing Broker-Broker Dealer has reasonable grounds to believe, based on information made available to it by the CompanyIssuer, that all material facts are adequately and accurately disclosed in the Offering Statement Memorandum and provide an adequate basis for evaluating an investment in the SharesSecurities. 5.6 4.6 No agreement will be made by the Managing Broker Dealer with any person permitting the resale, repurchase or distribution of the Securities purchased by such person. 4.7 This Agreement, or any supplement or amendment hereto, may be filed by the Company Issuer with the SECSEC or FINRA, if such filing should be required, and may be filed with, with and may be subject to the approval of, any of applicable federal and applicable state securities regulatory agencies, if required. 5.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares purchased by such person. 5.8 4.8 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Broker Dealer has established and implemented anti-money-money laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001. 4.9 As of any Applicable Date, which are reasonably expected none of the Managing Broker Dealer, its executive officers, directors, general partners, managing members, or officers participating in the Offering or any of its employees receiving a commission with respect to detect and cause reporting the Offering: 4.9.1 Has been convicted, within ten (10) years of suspicious transactions in any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving or making of any false filing with the SharesSEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser, or paid solicitor of purchasers of securities. 5.9 4.9.2 Is subject to any order, judgment, or decree of any court of competent jurisdiction, entered within five (5) years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the event purchase or sale of any security; (b) Involving the Managing Broker-Dealer becomes making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 4.9.3 Is subject to a Selling Group Memberfinal order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the Managing Broker-Dealer shall comply U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with all requirements an entity regulated by such commission, authority, agency, or officer; (ii) Engaging in the business of securities, insurance or banking; or (iii) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within ten (10) years before any Applicable Date. 4.9.4 Is subject to an order of the Selling Group Members SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or Section 203(e) or (f) of the Investment Advisers Act, as set forth of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment adviser; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the Soliciting Dealer Agreementoffering of any xxxxx stock. 4.9.5 Is subject to any order of the SEC entered within five (5) years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and 17 CFR 240.10b-5, Section 15(c)(1) of the Exchange Act, and Section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 4.9.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 4.9.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five (5) years of any Applicable Date, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 4.9.8 Is subject to a United States Postal Service false representation order entered within five (5) years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Dealer represents and warrants to the Company that: 5.1 5.1. The Managing Broker-Dealer is a duly organized Utah limited liability companyand is validly existing as a corporation in good standing under the laws of the State of Texas, has all requisite authority to enter into this Agreement, and has all requisite authority to conduct its business as described herein. 5.2 5.2. This Agreement, when executed and delivered by the Managing Broker-Dealer, will shall have been duly authorized and will shall be a valid and binding agreement of the Prospera Financial Services Inc. January 17, 2008 Page 8 Managing Broker-Dealer, enforceable in accordance with its termsthe terms and conditions hereof. 5.3 The 5.3. To the best of the knowledge and belief of the Managing broker-Dealer, the consummation of the transactions contemplated herein and those contemplated by the Prospectus and the Other Offering Statement Materials (to the extent the same have been approved by the Managing Broker-Dealer pursuant to Section 4.5) will not result in a breach or violation of any order, rule rule, or regulation directed to the Managing Broker-Dealer by any court or any federal or state regulatory body or administrative agency having jurisdiction over the Managing Broker-Dealer or its affiliatesDealer. 5.4 5.4. The Managing Broker-Dealer presently is, and during the term of this Agreement will shall be, duly registered as a broker-dealer pursuant to the provisions of the Exchange ‘34 Act, a member in good standing of with FINRA, and a broker or broker-dealer duly registered as such in any each state where offers are made by the Managing Broker-DealerDealer and such registration is required. The Company and the Company Sponsor hereby acknowledge that the Managing Broker-Dealer will comply with all applicable laws, regulations and requirements is not registered as a broker-dealer in the Commonwealth of the Securities Act, the Exchange Act, applicable state law and FINRA. The Managing Broker-Dealer has all required licenses and permitsPuerto Rico. 5.5 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the Company, that all material facts are adequately and accurately disclosed in the Offering Statement and provide an adequate basis for evaluating an investment in the Shares. 5.6 5.5. This Agreement, or and any supplement or and/or amendment hereto, may be filed by the Company with the SEC, if such should be required, and may be filed with, and may be subject to the approval of, any applicable federal and applicable or state securities regulatory agencies, if required. 5.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares purchased by such person. 5.8 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Dealer has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares. 5.9 In the event the Managing Broker-Dealer becomes a Selling Group Member, the Managing Broker-Dealer shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Dealer represents and warrants to the Company Issuer that: 5.1 The Managing Broker-Dealer is a duly organized Utah California limited liability companycompany in good standing and has all requisite power and authority to enter into this Agreement. 5.2 This Agreement, when executed by the Managing Broker-Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Dealer, enforceable in accordance with its terms. 5.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement Memorandum will not result in a breach or violation of any order, rule or regulation directed to the Managing Broker-Dealer by any court court, FINRA or any federal or state regulatory body or administrative agency having jurisdiction over the Managing Broker-Dealer or its affiliates. 5.4 The Managing Broker-Dealer is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing of with FINRA, and a broker or dealer duly registered as such a broker-dealer in any state where offers are made by the Managing Broker-Dealer. The Managing Broker-Dealer will comply with all applicable laws, regulations regulations, requirements and requirements rules of the Securities Act, the Exchange Act, applicable state law and FINRA. The Managing Broker-Dealer has all required licenses and permits. 5.5 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the CompanyIssuer, that all material facts are adequately and accurately disclosed in the Offering Statement Memorandum and provide an adequate basis for evaluating an investment in the SharesSecurities. 5.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company Issuer with the SECSEC or FINRA, if such filing should be required, and may be filed with, and may be subject to the approval of, of any applicable federal and applicable state securities regulatory agencies, if required. 5.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares Securities purchased by such person. 5.8 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Dealer has established and implemented anti-money-money- laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale of the Shares. 5.9 In the event the Managing Broker-Dealer becomes a Selling Group Member, the Managing Broker-Dealer shall comply with all requirements of the Selling Group Members as set forth in the Soliciting Dealer Agreement. 5.10 As of any Applicable Date, that none of the Managing Broker-Dealer, its executive officers, directors, general partners, managing members or officers participating in the Offering or any person receiving a commission with respect to the Offering: 5.10.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 5.10.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 5.10.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (i) Association with an entity regulated by such commission, authority, agency or officer; (ii) Engaging in the business of securities, insurance or banking; or activities; or (iii) Engaging in savings association or credit union (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 5.10.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any pxxxx stock. 5.10.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 5.10.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 5.10.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 5.10.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Dealer represents and warrants to the Company that: 5.1 4.1 The Managing Broker-Dealer is a duly organized Utah limited liability companycompany in good standing and has all requisite power and authority to enter into this Agreement. 5.2 4.2 This Agreement, when executed by the Managing Broker-Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Dealer, enforceable in accordance with its terms. 5.3 4.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement Memorandum will not result in a breach or violation of any order, rule or regulation directed to the Managing Broker-Dealer by any court court, FINRA or any federal or state regulatory body or administrative agency having jurisdiction over the Managing Broker-Dealer or its affiliates. 5.4 4.4 The Managing Broker-Dealer is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing of with FINRA, and a broker or dealer duly registered as such a broker-dealer in any state where offers are made by the Managing Broker-Dealer. The Managing Broker-Dealer will comply with all applicable laws, regulations regulations, requirements and requirements rules of the Securities Act, the Exchange Act, applicable state law and FINRA. The Managing Broker-Dealer has all required licenses and permits. 5.5 4.5 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the CompanyIssuer, that all material facts are adequately and accurately disclosed in the Offering Statement Memorandum and provide an adequate basis for evaluating an investment in the SharesSecurities. 5.6 4.6 This Agreement, or any supplement or amendment hereto, may be filed by the Company Issuer with the SECSEC or FINRA, if such filing should be required, and may be filed with, and may be subject to the approval of, of any applicable federal and applicable state securities regulatory agencies, if required. 5.7 4.7 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares Securities purchased by such person. 5.8 4.8 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company that the Managing Broker-Dealer has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001. 4.9 As of any Applicable Date, which are reasonably expected to detect and cause reporting of suspicious transactions in connection with the sale that none of the Shares. 5.9 In Managing Broker-Dealer, its executive officers, directors, general partners, managing members or officers participating in the event Offering or any person receiving a commission directly paid by the Managing Broker-Dealer becomes and specifically excluding payments pursuant to or through a Selling Group MemberSoliciting Dealer Agreement with respect to the Offering: 4.9.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 4.9.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within 5 years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 4.9.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the Managing Broker-Dealer shall comply U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (1) Association with all requirements an entity regulated by such commission, authority, agency or officer; (2) Engaging in the business of securities, insurance or banking; or (3) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 4.9.4 Is subject to an order of the Selling Group Members SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as set forth of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the Soliciting Dealer Agreementoffering of any xxxxx stock. 4.9.5 Is subject to any order of the SEC entered within 5 years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 4.9.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 4.9.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within 5 years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 4.9.8 Is subject to a United States Postal Service false representation order entered within 5 years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.

Representations and Warranties of the Managing Broker-Dealer. The Managing Broker-Dealer represents and warrants to the Company that: 5.1 The Managing Broker-Dealer is a duly organized Utah limited liability companyNew York general partnership in good standing and has all requisite power and authority to enter into this Agreement. 5.2 This Agreement, when executed by the Managing Broker-Dealer, will have been duly authorized and will be a valid and binding agreement of the Managing Broker-Dealer, enforceable in accordance with its terms. 5.3 The consummation of the transactions contemplated herein and those contemplated by the Offering Statement Memorandum will not result in a material breach or material violation of any order, rule or regulation directed to the Managing Broker-Dealer by any court court, FINRA or any federal or state regulatory body or administrative agency having jurisdiction over the Managing Broker-Dealer or its affiliates. 5.4 The Managing Broker-Dealer is, and during the term of this Agreement will be, duly registered as a broker-dealer pursuant to the provisions of the Exchange Act, a member in good standing of with FINRA, and a broker or dealer duly registered as such a broker-dealer in any state where offers are made by the Managing Broker-DealerDealer as required for the Offering. The Managing Broker-Dealer will comply with all applicable laws, regulations regulations, requirements and requirements rules of the Securities Act, the Exchange Act, applicable state law and FINRAFINRA with respect to the Offering. The Managing Broker-Dealer has all required licenses and permitspermits required to engage in the activities required in this Agreement. 5.5 Any independent contractors and registered representatives acting on behalf of the Managing Broker-Dealer have the appropriate securities registrations and licenses to offer and solicit purchasers for the Securities. The Managing Broker-Dealer will provide to the Issuer an updated list of registered representatives approved to offer and solicit purchasers for the Securities upon request. 5.6 The Managing Broker-Dealer has reasonable grounds to believe, based on information made available to it by the CompanyIssuer, that all material facts are adequately and accurately disclosed in the Offering Statement Memorandum and provide an adequate basis for evaluating an investment in the SharesSecurities. 5.6 5.7 This Agreement, or any supplement or amendment hereto, may be filed by the Company Issuer with the SECSEC or FINRA, if such filing should be required, and may be filed with, and may be subject to the approval of, of any applicable federal and applicable state securities regulatory agencies, if required. 5.7 5.8 No agreement will be made by the Managing Broker-Dealer with any person permitting the resale, repurchase or distribution of the Shares Securities purchased by such personperson that could cause a violation of the Rule 506 exemption being relied upon by the Issuer. 5.8 5.9 The Managing Broker-Dealer’s acceptance of this Agreement constitutes a representation to the Company Issuer that the Managing Broker-Dealer has established and implemented anti-money-laundering compliance programs, in accordance with FINRA Rule 3310 and Section 352 of the Money Laundering Abatement Act and Section 326 of the Patriot Act of 2001, which are reasonably expected to detect and cause reporting of suspicious transactions in . 5.10 In connection with the sale of the Shares. 5.9 In the event the Managing Broker-Dealer becomes a Selling Group MemberOffering, the Managing Broker-Dealer and its registered representatives, agents and employees shall comply with all requirements not, and shall cause or direct each Selling Group Member and its registered representatives, agents and employees to not (a) use or distribute any information other than the Memorandum and Approved Sales Literature, or (b) make any representations to Investors other than those contained in the Memorandum. 5.11 As of any Applicable Date, that none of the Selling Group Members as set forth Managing Broker-Dealer, its executive officers, directors, general partners, managing members or officers participating in the Soliciting Dealer AgreementOffering or any person receiving a commission with respect to the Offering: 5.11.1 Has been convicted, within 10 years of any Applicable Date of any felony or misdemeanor that was: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 5.11.2 Is subject to any order, judgment or decree of any court of competent jurisdiction, entered within five years before any Applicable Date, that, as of such Applicable Date, restrains or enjoins such person from engaging or continuing in any conduct or practice: (a) In connection with the purchase or sale of any security; (b) Involving the making of any false filing with the SEC; or (c) Arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities. 5.11.3 Is subject to a final order of a state securities commission (or an agency or officer of a state performing like functions), a state authority that supervises or examines banks, savings associations or credit unions, a state insurance commission (or an agency or officer of a state performing like functions), an appropriate federal banking agency, the U.S. Commodity Futures Trading Commission or the National Credit Union Administration that: (a) As of any Applicable Date, bars the person from: (1) Association with an entity regulated by such commission, authority, agency or officer; (2) Engaging in the business of securities, insurance or banking; or (3) Engaging in savings association or credit union activities; or (b) Constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct entered within 10 years before any Applicable Date. 5.11.4 Is subject to an order of the SEC pursuant to sections 15(b) or 15B(c) of the Exchange Act or section 203(e) or (f) of the Investment Advisers Act that, as of any Applicable Date: (a) Suspends or revokes such person’s registration as a broker, dealer, municipal securities dealer or investment advisor; (b) Places limitations on the activities, functions or operations of such person; or (c) Bars such person from being associated with any entity or from participating in the offering of any xxxxx stock. 5.11.5 Is subject to any order of the SEC entered within five years before any Applicable Date, that, as of such Applicable Date, orders the person to cease and desist from committing or causing a violation or future violation of: (a) Any scienter-based anti-fraud provisions of the federal securities laws including, without limitation, section 17(a)(1) of the Securities Act, section 10(b) of the Exchange Act and 17 CFR 240.10b-5, section 15(c)(1) of the Exchange Act and section 206(1) of the Investment Advisers Act, or any other rule or regulation thereunder; or (b) Section 5 of the Securities Act. 5.11.6 Is suspended or expelled from membership in, or suspended or barred from association with, a member of a registered national securities exchange or a registered national or affiliated securities association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade. 5.11.7 Has filed (as a registrant or issuer), or was or was named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within five years of any Applicable Date, was the subject of a refusal order, stop order or order suspending the Regulation A exemption or, is, as of any Applicable Date, the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued. 5.11.8 Is subject to a United States Postal Service false representation order entered within five years before any Applicable Date, or is, as of any Applicable Date, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.