Common use of Representations, Warranties and Covenants of Dealer Clause in Contracts

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not sell or distribute Shares or otherwise make any such Shares available in any jurisdiction outside of the United States unless Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify the Dealer Manager, promptly in writing, of any written claim or complaint or any claim, complaint, investigation, enforcement action or other proceeding with respect to Shares Sxxxxx offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not sell or distribute Shares or otherwise make any such Shares available in any jurisdiction outside of the United States unless Dealer receives prior written consent from the Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not offer, sell or distribute Shares Shares, or otherwise make any such Shares available available, in any jurisdiction outside of the United States or United States territories unless the Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer. (viii) The Dealer agrees to be bound by the terms of any escrow agreement applicable to the Offering, and the Dealer further agrees that it will not represent or imply that the escrow agent identified in the Prospectus has investigated the desirability or advisability of an investment in the Company or has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will the Dealer use the name of said escrow agent in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgment that it has agreed to serve as escrow agent.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not sell or distribute Shares or otherwise make any such Shares available in any jurisdiction outside of the United States unless the Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer. (viii) Dealer agrees to be bound by the terms of any escrow agreement applicable to an Offering, if any, and Dealer agrees that it will not represent or imply that the escrow agent identified in the Prospectus, has investigated the desirability or advisability of any investment in the Company or has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will Dealer use the name of said escrow agent in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgement that it has agreed to serve as escrow agent.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and covenants: (a) Dealer will cause to be delivered to each prospective investor, at or prior to such prospective investor making an investment decision, a complete and current version of the Prospectus and, upon request, the SAI. Dealer will not: (i) make any oral or written representation which is not contained in the Prospectus or SAI in furnishing services and performing its obligations under this Agreement; (ii) distribute or use any materials in furnishing services and performing its obligations under this Agreement other than the Prospectus, the SAI and such other materials as the Fund, the Adviser, the Underwriter and AAM shall provide or approve in writing; or (iii) offer and sell Shares or solicit offers therefor except in a manner consistent with this Agreement, the Prospectus and SAI, and instructions of AAM, the Fund, the Transfer Agent and the Underwriter, and in compliance with all applicable laws, rules and regulations. (b) Dealer shall deliver, or cause to be delivered, to each Customer that purchases Shares copies of all annual and interim reports and any other information and materials relating to the Fund and prepared by or on behalf of the Fund or its investment adviser, custodian, transfer agent or dividend disbursing agent. (c) Dealer agrees that it will not sell or offer for sale Shares in any state or jurisdiction where the Shares have not been qualified for sale. Upon request, AAM will provide to Dealer a current list of the jurisdictions in which the Shares are qualified for sale, but the Fund shall have no obligation or responsibility to make Shares available for sale in any jurisdiction. (d) Dealer will (i) maintain all records required by law to be kept by Dealer relating to transactions in Shares of the Fund and shall promptly make available such records and other records as the Fund, the Underwriter or AAM may reasonably request and (ii) promptly notify the Fund, the Underwriter and AAM if Dealer experiences any difficulty in maintaining the records described in the foregoing clause in an accurate and complete manner. If Dealer holds Shares as record owner for its Customers, it will be responsible for maintaining all necessary books and records which reflect their beneficial ownership of Shares, which records shall specifically reflect that Dealer is holding Shares as agent, custodian or nominee for its Customers. This provision will survive the termination of this Agreement. (e) Dealer will use its best efforts to cooperate with the Fund, the Underwriter and AAM in assuring compliance with current money laundering laws, rules and regulations. Dealer is and will remain in full compliance with all applicable anti-money laundering laws, rules and regulations, including the U.S. Bank Secrecy Act (the “BSA”), its implementing regulations, and the Uniting and Strengthening America by Providing Appropriate Tools to Intercept and Obstruct Terrorism Act of 2001 (the “USA PATRIOT Act”), which amends certain sections of the BSA and sets forth certain other anti-money laundering requirements. To facilitate compliance with the BSA, the USA PATRIOT Act and related statutes and implementing regulations, Dealer has developed, implemented and will maintain a written anti-money laundering prevention program, including, but not limited to, a customer identification program consistent with the rules under Section 326 of the USA PATRIOT Act, that satisfies the requirements of all such laws, rules and regulations and Dealer will comply with all applicable laws, rules and regulations designed to guard against money laundering activities set out in such program. In addition, Dealer complies with the Know Your Customer requirements of the securities self-regulatory organizations, as well as with the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”) list of specially designated nationals, blocked persons and sanctioned governments. In that regard, Dealer has systems in place to monitor wire transfers and other financial transactions against the OFAC list, and Dealer shall review potential investors in the Shares against the OFAC list and shall not refer such investors to the Fund in the event there is a match with the OFAC list. (f) Dealer agrees to treat confidentially any information which is furnished to Dealer (or to parties acting on its behalf) relating to the Fund, the Underwriter, AAM or the Adviser (the “Fund Information”), provided, however, “Fund Information” shall not include information that is (i) in or becomes part of the public domain other than by disclosure by the receiving party in violation of this Agreement; (ii) demonstrably known to the receiving party before it is disclosed pursuant to this Agreement; or (iii) independently developed or obtained by the receiving party from sources that were not subject to any contractual or statutory requirement to maintain the confidentiality of such information. Dealer agrees that it will use the Fund Information only for the purposes related to its Customers’ investments in the Funds, and that the Fund Information will be kept confidential by Dealer and its partners, stockholders, members, managers, officers, directors, employees, representatives, attorneys, accountants, agents, and other affiliates (collectively, the “Related Persons”), and that Dealer and the Related Persons shall not disclose the Fund Information to any person; provided, however, that the Fund Information may be disclosed: (i) to Dealer and Related Persons who require the Fund Information for the purpose of evaluating or providing services in connection with Customers’ investments in the Fund; (ii) pursuant to prior written consent of the Fund, the Underwriter AAM and the Adviser, to any federal or state regulatory agency and their employees, agents, and attorneys for the purpose of making any filings or disclosures required by law; (iii) in response to any inquiry, subpoena or other request for information from any federal or state court, regulatory agency, or other governmental agent, provided that:, to the extent permitted by applicable law and reasonably possible under the circumstances, Dealer provides prior written notice to the Fund, the Underwriter AAM and the Adviser of the information to be disclosed; and (d) to any other person the disclosure to whom AAM, the Underwriter, the Adviser and the Fund previously authorize in writing. Dealer will be liable for any breach of this Section 3(f) by any of its Related Persons. This provision will survive the termination of this Agreement. (g) Any privacy notice that Dealer delivers to Customers will comply with all applicable laws, rules and regulations, including, but not limited to, Title V of the Xxxxx-Xxxxx-Xxxxxx Act and Regulation S-P of the SEC, as each may be amended. Dealer will notify Customers that non-public personal information may be provided to financial service providers such as security broker-dealers or investment companies and as permitted by law. This provision will survive the termination of this Agreement. (h) Dealer shall not offer or recommend the purchase of Shares to any investor unless Dealer has reasonable grounds to believe that the Shares are suitable for the investor, including, but not limited to, under NASD Conduct Rule 2310 or FINRA Rule 2111, as applicable, and the investor (i) has sufficient financial knowledge and experience to be capable of evaluating the risks and merits of an investment in the Fund and (ii) meets any eligibility and investment requirements described in the Prospectus and SAI. (i) It Dealer shall not engage any sub-agent to offer or sell or assist it in offering or selling Shares. (j) Dealer represents and warrants to AAM that it is a broker-dealer properly registered with the SEC, is qualified to act as a broker-dealer in the states where it transacts business and is a member in good standing of FINRA. (k) Dealer shall fully comply and conduct its activities in accordance with (i) the terms and conditions set forth in the Prospectus and SAI, (ii) all applicable laws, rules, regulations and orders of any governmental entity (including, without limitation, any branch, department, agency or political subdivision thereof and the rules and regulations of FINRA or any self-regulating body of similar standing in any jurisdiction in which it will offer or sell Shares); (iii) the instructions of AAM, the Underwriter and the Fund; and (iv) the terms of this Agreement. (l) Dealer and all of its personnel involved in the activities contemplated hereunder have all governmental, regulatory, and self-regulatory registrations, approvals, memberships, and licenses required to perform its obligations under this Agreement and to receive any compensation hereunder, and will maintain all relevant registrations, approvals, memberships, and licenses during the term of this Agreement. (m) Dealer is duly organized and organized, validly existing and in good standing under the laws of its jurisdiction of organization, with full corporate or similar power and authority to engage in the stateactivities described in, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Dealer provided for herein and that there are no impedimentsits obligations under, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iiin) This Agreement has been duly and validly authorized, executed and delivered by Dealer, and constitutes a binding and enforceable obligation of Dealer in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors’ rights generally. (o) The execution, delivery, execution and performance delivery of this Agreement; , the incurrence of the its obligations herein set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, herein will not constitute a breach of, or default under, its constituent documents, any agreement or instrument by which Dealer it is bound, bound or to which any of its assets are subject, or under any order, rule, rule or regulation applicable to it of any court, court or any governmental body, body or administrative agency having jurisdiction over it. (ivp) All requisite actions have been taken to authorize Dealer to enter into will immediately advise AAM in writing if any of the foregoing representations, warranties and perform this Agreementcovenants are not true and correct or complied with in all material respects. (vq) It shall notify Dealer ManagerThe foregoing representations, promptly in writing, warranties and covenants will be deemed repeated as of any written claim or complaint or any enforcement action or other proceeding with respect each closing date for the sale of Shares to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Actan investor and will be deemed to survive each such closing. (vi) Dealer will not sell or distribute Shares or otherwise make any such Shares available in any jurisdiction outside of the United States unless Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not sell or distribute Shares or otherwise make any such Shares available in any jurisdiction outside of the United States unless Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer. (viii) Dealer agrees to be bound by the terms of any escrow agreement applicable to an Offering, if any, and Dealer agrees that it will not represent or imply that the escrow agent identified in the Prospectus, has investigated the desirability or advisability of any investment in the Company or has approved, endorsed or passed upon the merits of the Shares or of the Company, nor will Dealer use the name of said escrow agent in any manner whatsoever in connection with the offer or sale of the Shares other than by acknowledgement that it has agreed to serve as escrow agent.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any claim, complaint, investigation, enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not sell or distribute Shares or otherwise make any such Shares available in any jurisdiction outside of the United States unless Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Intermediary Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not sell or distribute Shares or otherwise make any such Shares available in any jurisdiction outside of the United States unless Dealer receives prior written consent from Dealer Intermediary Manager. (vii) Dealer acknowledges that the Dealer Intermediary Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer. (viii) Dealer represents that it is a broker-dealer registered with FINRA and subject to FINRA Rule 2030 (“Rule 2030”). Dealer represents that it has policies and procedures to ensure compliance with Rule 2030 and is currently in compliance with Rule 2030. Moreover, Dealer represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of Dealer, as well as any person with a similar status or function, (ii) any associated person of Dealer who engages in distribution or solicitation activities with a government entity, (iii) any associated person of Dealer who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by Dealer or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit Dealer from engaging in solicitation activities for compensation under Rule 2030 (a “Triggering Contribution”). Dealer hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate Rule 2030 while engaged hereunder. If Dealer breaches this provision and becomes aware of a Triggering Contribution or a violation of Rule 2030, it shall promptly provide written notice to the Intermediary Manager of the nature of the ban or violation. (ix) Dealer represents that Dealer is acting solely as an agent for its customers with respect to their purchase or sale of Shares and is not acting for Dealer’s own account. Any transaction or other fees, including upfront placement fees or brokerage commissions, charged by Dealer in connection with its sale of Shares will be charged in a manner consistent with the Prospectus and applicable law and FINRA rules. (x) Dealer further represents, warrants and covenants that neither Dealer, nor any person associated with Dealer, shall offer or sell Shares in any jurisdiction except to investors who satisfy the investor suitability standards and minimum investment requirements under the most restrictive of the following: (a) applicable provisions described in the Prospectus, including minimum income and net worth standards; (b) applicable laws of the jurisdiction of which such investor is a resident; (c) applicable provisions of Regulation Best Interest; or (d) applicable FINRA rules. The Intermediary Manager agrees to ensure that, in recommending the purchase, sale or exchange of Shares to an investor, Dealer, or a person associated with the Dealer, shall have reasonable grounds to believe, on the basis of information obtained from the investor (and thereafter maintained in the manner and for the period required by the SEC, any state securities commission, FINRA or the Company, and as described in Section IX below) concerning his or her age, investment objectives, other investments, financial situation and needs and any other information known to the Dealer, or person associated with the Dealer, that (i) the investor can reasonably benefit from an investment in the Shares based on the investor’s overall investment objectives and portfolio structure, (ii) the investor is able to bear the economic risk of the investment based on the investor’s overall financial situation and (iii) the investor has an apparent understanding of (A) the fundamental risks of the investment, (B) the risk that the investor may lose his or her entire investment in the Shares, (C) the lack of liquidity of the Shares, (D) the background and qualifications of the Advisor or the persons responsible for directing and managing the Company and (E) the tax consequences of an investment in the Shares. In the case of sales to fiduciary accounts, the suitability standards must be met by the person who directly or indirectly supplied the funds for the purchase of the Shares or by the beneficiary of such fiduciary account. The Dealer further represents, warrants and covenants that the Dealer, or a person associated with the Dealer, will make every reasonable effort to determine the suitability and appropriateness of an investment in Shares of each proposed investor by reviewing documents and records disclosing the basis upon which the determination as to suitability was reached as to each purchaser of Shares pursuant to a subscription solicited by the Dealer, whether such documents and records relate to accounts which have been closed, accounts which are currently maintained or accounts hereafter established.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) 1. It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) 2. It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) 3. The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) 4. All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) 5. It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) 6. Except for those jurisdictions listed on Schedule III hereto, Dealer will not offer, sell or distribute Shares Shares, or otherwise make any such Shares available available, in any jurisdiction outside of the United States or United States territories unless the Dealer receives prior written consent from Dealer Manager. (vii) 7. Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer. 8. Dealer represents that it is a broker-dealer registered with FINRA and subject to FINRA Rule 2030 (the “Rule”). Dealer represents that it has policies and procedures to ensure compliance with the Rule and is currently in compliance with the Rule. Moreover, Dealer represents that neither it nor any of its “Covered Associates” (i.e., any (i) general partner, managing member or executive officer of Dealer, as well as any person with a similar status or function, (ii) any associated person of Dealer who engages in distribution or solicitation activities with a government entity, (iii) any associated person of Dealer who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by Dealer or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit Dealer from engaging in solicitation activities for compensation under the Rule (a “Triggering Contribution”). Dealer hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate the Rule while engaged hereunder. If Dealer breaches this provision and becomes aware of a Triggering Contribution or a violation of the Rule, it shall promptly provide written notice to the Dealer Manager of the nature of the ban or violation.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It Dealer is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It Dealer is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, delivery and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It Dealer shall promptly notify Dealer Manager, promptly Manager in writing, writing of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not sell or distribute Shares or otherwise make any such Shares available in any jurisdiction outside of the United States unless Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Except for those jurisdictions listed on Schedule III hereto, Dealer will not offer, sell or distribute Shares Shares, or otherwise make any such Shares available available, in any jurisdiction outside of the United States or United States territories unless the Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer. (viii) Dealer represents that it is a broker-dealer registered with FINRA and (effective August 20, 2017) subject to FINRA Rule 2030 (the “Rule”). Dealer represents that it has policies and procedures to ensure compliance with the Rule and is currently in compliance with the Rule. Moreover, Dealer represents that neither it nor any of its Covered Associates (i.e., any (i) general partner, managing member or executive officer of Dealer, as well as any person with a similar status or function, (ii) any associated person of Dealer who engages in distribution or solicitation activities with a government entity, (iii) any associated person of Dealer who supervises, directly or indirectly, the government entity distribution or solicitation activities of a person in (ii) above, and (iv) any political action committee controlled by Dealer or one of its Covered Associates) has made, directly or indirectly, any contributions that prohibit Dealer from engaging in solicitation activities for compensation under the Rule (a “Triggering Contribution”). Dealer hereby agrees that neither it nor its Covered Associates will make a Triggering Contribution or violate the Rule while engaged hereunder. If Dealer breaches this provision and becomes aware of a Triggering Contribution or a violation of the Rule, it shall promptly provide written notice to the Dealer Manager of the nature of the ban or violation.

Representations, Warranties and Covenants of Dealer. a. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not offer, sell or distribute Shares Shares, or otherwise make any such Shares available available, in any jurisdiction outside of the United States or United States territories unless the Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer.

Representations, Warranties and Covenants of Dealer. In addition to the representations and warranties found elsewhere in this Agreement, Dealer represents, warrants and agrees that: (i) It is duly organized and existing and in good standing under the laws of the state, commonwealth or other jurisdiction in which Dealer is organized. (ii) It is empowered under applicable laws and by Dealer’s organizational documents to enter into this Agreement and perform all activities and services of the Dealer provided for herein and that there are no impediments, prior or existing, or regulatory, self-regulatory, administrative, civil or criminal matters affecting Dealer’s ability to perform under this Agreement. (iii) The execution, delivery, and performance of this Agreement; the incurrence of the obligations set forth herein; and the consummation of the transactions contemplated herein, including the issuance and sale of the Shares, will not constitute a breach of, or default under, any agreement or instrument by which Dealer is bound, or to which any of its assets are subject, or any order, rule, or regulation applicable to it of any court, governmental body, or administrative agency having jurisdiction over it. (iv) All requisite actions have been taken to authorize Dealer to enter into and perform this Agreement. (v) It shall notify Dealer Manager, promptly in writing, of any written claim or complaint or any enforcement action or other proceeding with respect to Shares offered hereunder against Dealer or its principals, affiliates, officers, directors, employees or agents, or any person who controls Dealer, within the meaning of Section 15 of the Securities Act. (vi) Dealer will not offer, sell or distribute Shares Shares, or otherwise make any such Shares available available, in any jurisdiction outside of the United States or United States territories unless the Dealer receives prior written consent from Dealer Manager. (vii) Dealer acknowledges that the Dealer Manager will enter into similar agreements with other broker-dealers, which does not require the consent of Dealer.