Common use of OFFERING AND SALE OF THE SHARES Clause in Contracts

OFFERING AND SALE OF THE SHARES. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints you as its exclusive Dealer Manager to solicit and to cause other dealers (as described in Section 2(a) hereof) to solicit subscriptions for the Shares at the subscription price to be paid and otherwise upon the other terms and conditions set forth in the Prospectus and in the Subscription Agreement. You agree to use your best efforts to procure subscribers for the Shares, during the period commencing with the Effective Date (as defined in Section 9(a)(i) hereof) and ending on the Termination Date (the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer (as defined below) may be decided by the mutual agreement, from time to time, of you and the Company. In the absence of mutual agreement, the Company shall, subject to the provisions of Section 2(b) hereof, accept Subscription Agreements based upon a first come, first accepted reservation or other similar method. Nothing contained in this Section 2 shall be construed to impose upon the Company the responsibility of assuring that prospective purchasers meet the suitability standards contained in the Prospectus or to relieve you or any Soliciting Dealer of the responsibility of complying with the rules of the NASD or, if applicable, Canadian provincial and territorial securities laws.

OFFERING AND SALE OF THE SHARES. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints you as its exclusive Dealer Manager to solicit and to cause other dealers (as described in Section SECTION 2(a) hereof) to solicit subscriptions for the Shares at the subscription price to be paid and otherwise upon the other terms and conditions set forth in the Prospectus and in the Subscription Agreement. You agree to use your best efforts to procure subscribers for the Shares, during the period commencing with the Effective Date (as defined in Section SECTION 9(a)(i) hereof) and ending on the Termination Date (the “"Offering Period”"). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer (as defined below) may be decided by the mutual agreement, from time to time, of you and the Company. In the absence of mutual agreement, the Company shall, subject to the provisions of Section SECTION 2(b) hereof, accept Subscription Agreements based upon a first come, first accepted reservation or other similar method. Nothing contained in this Section SECTION 2 shall be construed to impose upon the Company the responsibility of assuring that prospective purchasers meet the suitability standards contained in the Prospectus or to relieve you or any Soliciting Dealer of the responsibility of complying with the rules of the NASD or, if applicable, Canadian provincial and territorial securities laws.

OFFERING AND SALE OF THE SHARES. On the basis of the representations, warranties and agreements herein contained, and subject to the terms and conditions herein set forth, the Company hereby appoints you as its exclusive Dealer Manager to solicit and to cause other dealers (as described in Section 2(a) hereof) to solicit subscriptions for the Shares at the subscription price to be paid and otherwise upon the other terms and conditions set forth in the Prospectus and in the Subscription Agreement. You hereby agree to use your best efforts to procure subscribers for the Shares, act as Dealer Manager during the period commencing with the Effective Date (as defined in Section 9(a)(i) hereof) and ending on the Termination Date (the “Offering Period”). The number of Shares, if any, to be reserved for sale by each Soliciting Dealer (as defined below) may be decided by the mutual agreement, from time to time, of you and the Company. In the absence of mutual agreement, the Company shall, subject to the provisions of Section 2(b) hereof, accept Subscription Agreements based upon a first come, first accepted reservation or other similar method. Nothing contained in this Section 2 shall be construed to impose upon the Company the responsibility of assuring that prospective purchasers meet the suitability standards contained in the Prospectus or to relieve you or any Soliciting Dealer of the responsibility of complying with the rules of the NASD FINRA or, if applicable, the laws of any foreign jurisdiction, including without limitation Canadian provincial and territorial securities laws.