Common use of BAD ACTOR QUESTIONNAIRE Clause in Contracts

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes o No o 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes o No o 3. Are you subject to any final order of any governmental commission, authority, agency or officer(2) related to any securities, insurance or banking matter? a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating 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? Yes o No o ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes o No o 4. Are you subject to any SEC disciplinary order?(3) a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any ▇▇▇▇▇ stock? 5. Are you subject to any SEC cease and desist order entered within the past five years? a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws or (ii) Section 5 of the Securities Act? Yes o No o 6. Have you been 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? 7. Have you registered a securities offering with the SEC, made an offering under Regulation A or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC? a) If your answer to Question 7 was “yes”: i) During the past five years, was any such registration statement or Regulation A offering statement the subject of a refusal order, stop order or order suspending the Regulation A exemption? Yes ¨ No ¨ ii) Is any such registration statement or Regulation A offering statement currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? Yes ¨ No ¨ 8. Are you subject to a U.S. Postal Service false representation order entered within the past five years? 9. Are you currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations? 10. In the space provided below, describe any facts or circumstances that caused you to answer “yes” to any Question (indicating the corresponding Question number). Attach additional pages if necessary. A. FOR EXECUTION BY AN INDIVIDUAL: B. FOR EXECUTION BY AN ENTITY: C. ADDITIONAL SIGNATURES (if required by partnership, corporation or trust document):

BAD ACTOR QUESTIONNAIRE. 1. During the past ten years, have you been convicted of any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the Securities and Exchange Commission (the “SEC”); or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes o No o 2. Are you subject to any court injunction or restraining order entered during the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction or restraining order currently restrain or enjoin you from engaging or continuing to engage in any conduct or practice related to: (i) the purchase or sale of any security; (ii) the making of any false filing with the SEC; or (iii) the conduct of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities? Yes o No o 3. Are you subject to any final order of any governmental commission, authority, agency or officer(2) related to any securities, insurance or banking matter? a) If your answer to Question 3 was “yes”: i) Does the order currently bar you from: (i) associating 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? Yes o No o ii) Was the order (i) entered within the past ten years and (ii) based on a violation of any law or regulation that prohibits fraudulent, manipulative or deceptive conduct? Yes o No o 4. Are you subject to any SEC disciplinary order?(3) a) If your answer to Question 4 was “yes”, does the order currently: (i) suspend or revoke your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place limitations on your activities, functions or operations; or (iii) bar you from being associated with any particular entity or class of entities or from participating in the offering of any ▇p▇▇▇▇ stock? 5. Are you subject to any SEC cease and desist order entered within the past five years? a) If your answer to Question 5 was “yes”, does the order currently require you to cease and desist from committing or causing a violation or future violation of (i) any knowledge-based anti-fraud provision of the U.S. federal securities laws or (ii) Section 5 of the Securities Act? Yes o No o 6. Have you been 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? 7. Have you registered a securities offering with the SEC, made an offering under Regulation A or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC? a) If your answer to Question 7 was “yes”: i) During the past five years, was any such registration statement or Regulation A offering statement the subject of a refusal order, stop order or order suspending the Regulation A exemption? Yes ¨ No ¨ ii) Is any such registration statement or Regulation A offering statement currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued? Yes ¨ No ¨ 8. Are you subject to a U.S. Postal Service false representation order entered within the past five years? 9. Are you currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations? 10. In the space provided below, describe Describe any facts or circumstances that caused you to answer “yes” to any Question (indicating the corresponding Question number). Attach additional pages if necessary. A. FOR EXECUTION BY AN INDIVIDUAL: By: Print Name: B. FOR EXECUTION BY AN ENTITY: Entity Name: By: Print Name: Title: C. ADDITIONAL SIGNATURES (if required by partnership, corporation or trust document):): Entity Name: By: Print Name: Title: Entity Name: By: Print Name: Title:

BAD ACTOR QUESTIONNAIRE. If your answer to a question is “Yes,” please attach a page with the details surrounding such answer. 1. During the past ten years, have Have you been convicted in a criminal proceeding, or are you a named subject of a criminal proceeding which is presently pending (excluding traffic violations and other minor offenses) including, but not limited to, any felony or misdemeanor that is related to any securities matter? a) If your answer to Question 1 was “yes”, was the conviction related to: (i) in connection with the purchase or sale of any security; (ii) involving the making of any false filing with the U.S. Securities and Exchange Commission (the “SEC”); , or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser advisor or paid solicitor of purchasers of securities? Yes o No oYes___ No___ 2. Are you subject to any court injunction order, judgment or restraining order decree entered during into within the past five years that is related to any securities matter? a) If your answer to Question 2 was “yes”, does the court injunction restrains or restraining order currently restrain or enjoin enjoins you from engaging or continuing to engage in any conduct or practice related topractice: (i) in connection with the purchase or sale of any security; , (ii) involving the making of any false filing with the SEC; or (iii) arising out of the conduct of the business of an underwriter, broker, dealer, dealer or municipal securities dealer, investment adviser advisor or paid solicitor of purchasers of securities? Yes o No oYes___ No___ 3. Are you subject to any a final order of any governmental commission, authority, a state securities commission (or an agency or officer(2) related to any securitiesofficer 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 matter? a) If your answer to Question 3 was “yes”: i) Does agency; the order currently bar you from: Commodity Futures Trading Commission; or the National Credit Union Administration that (i) associating on the date hereof, bars you from 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? Yes o No o ii, or (b) Was the order (i) constitutes a final order, entered within the past ten years and (ii) of the date hereof, that is based on a violation of any law or regulation that prohibits fraudulent, manipulative manipulative, or deceptive conduct? Yes o No oA "final order" is a written directive or declaratory statement issued by any of the regulators listed in this Question 4 under applicable statutory authority that provides for notice and an opportunity for a hearing, which constitutes a final disposition or action by that regulator. Yes___ No___ 4. Are you subject to any an order of the SEC disciplinary order?(3) aentered pursuant to Section 15(b) If your answer to Question 4 was or 15B(c) of the Securities Exchange Act of 1934 (the “yesExchange Act”, does ) or Section 203(e) or (f) of the order currently: Investment Advisers Act of 1940 that (i) suspend suspends or revoke revokes your registration as a broker, dealer, municipal securities dealer or investment adviser; (ii) place places limitations on your activities, functions or operations; or (iii) bar bars you from being associated with any particular entity or class of entities or from participating in the offering of any ▇p▇▇▇▇ stock?? Yes___ No___ 5. Are you subject to any order of the SEC cease and desist order entered within the past five years? a) If your answer to Question 5 was “yes”, does the order currently require years that orders you to cease and desist from committing or causing a violation or future violation of (i) any knowledgescienter-based anti-fraud provision of the U.S. federal securities laws laws, including without limitation Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5, Section 15(c)(1) of the Exchange Act and Section 206(1) of the Investment Advisers Act of 1940, or any other rule or regulation thereunder; or (ii) Section 5 of the Securities Act? Yes o No oYes___ No___ 6. Have you ever been 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?association for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade? Yes___ No___ 7. Have Are you registered a securities offering with the SEC, made an offering under Regulation A or been named as an underwriter in any registration statement or Regulation A offering statement filed with the SEC? a) If your answer to Question 7 was “yes”: i) During the past five years, was any such registration statement or Regulation A offering statement the subject of a refusal order, stop order or order suspending the Regulation A exemption? Yes ¨ No ¨ ii) Is any such registration statement or Regulation A offering statement currently the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issuedissued in connection with any registration statement or Regulation A offering statement filed with the SEC? Yes ¨ No ¨Yes___ No___ 8. Have you filed (as a registrant or issuer), or were or were named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the past five years, was the subject of a refusal order, stop order, or order suspending the Regulation A exemption? Yes___ No___ 9. Are you subject to a U.S. United States Postal Service false representation order entered within five years of the past five years? 9. Are you currently date hereof, or are you, on the date hereof, subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the U.S. United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations? 10. In the space provided below, describe any facts or circumstances that caused you to answer “yes” to any Question (indicating the corresponding Question number). Attach additional pages if necessary. A. FOR EXECUTION BY AN INDIVIDUAL: B. FOR EXECUTION BY AN ENTITY: C. ADDITIONAL SIGNATURES (if required by partnership, corporation or trust document):? Yes___ No___