Prospectuses, Sales Literature, Educational Literature and Advertising Clause Samples

Prospectuses, Sales Literature, Educational Literature and Advertising. In accordance with the requirements of the laws of several states, and rules of FINRA and the SEC, Principal Underwriter will act in conformity with final disclosure documents describing the CDAs. Principal Underwriter will file sales materials developed by Merit in relation to the CDAs with FINRA, and work with Merit to meet any concerns raised by FINRA in relation to such filings. Principal Execution version Underwriter will not give any information or make any representations or statements on behalf of or concerning Merit in connection with the CDAs other than information or representations contained in the registration statement, prospectus or statement of additional information pertaining to the CDAs, as such materials may be amended from time to time or as may be contained in sales literature or materials to be used for education of prospective applicants for CDAs prepared and approved by Merit. Principal Underwriter will not use, and will take reasonable steps to ensure that no Selling Firm, and no Financial Firm making referrals directly to Principal Underwriter, uses any sales promotion, educational or advertising materials in connection with the offering and issuance of the CDAs which has not been approved in writing by Merit prior to such use.