Common use of NMS RESPONSIBILITIES Clause in Contracts

NMS RESPONSIBILITIES. NMS hereby agrees to: (i) Accept investor data from Issuer, generally via Issuer’s website portal and software system, but also via other means as may be established by mutual agreement of the Parties; (ii) Review and process information from potential investors, including but not limited to running reasonable background checks for anti-money laundering (“AML”), IRS tax fraud identification and USA PATRIOT Act purposes, and gather and review responses to customer identification information; (iii) Review subscription agreements received from prospective investors to confirm they are complete; (iv) Contact Issuer if needed, to gather additional information or clarification from prospective investors; (v) Advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 2; (vi) Provide Issuer with prompt notice about inconsistent, incorrect or otherwise flagged (e.g. for underage or AML reasons) subscriptions; Serve as registered agent where required for state blue sky requirements; (vii) Transmit data to transfer agent as book-entry data for maintaining Issuer’s responsibilities for managing investors (investor relationship management, aka “IRM”) and for maintaining future good-delivery and recordkeeping; and (viii) Keep investor details and data confidential and not disclose to any third-party except as required by regulators, by law or in our performance under this Agreement (e.g. as needed for AML); (ix) Except for Participating Dealer Agreements, no agreement will be made by NMS with any person permitting the resale, repurchase or distribution of any Shares purchased by such person. ; (x) Except as otherwise consented to by the Company, NMS has not and will not use or distribute any written offering materials other than the Offering Circular. NMS has not and will not use any “broker-dealer use only” materials with members of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Circular in connection with offers or sales of the Shares.

NMS RESPONSIBILITIES. NMS hereby agrees to: (i) Accept investor data from Issuer, generally via Issuer’s website portal and software system, but also via other means as may be established by mutual agreement of the Parties; (ii) Review and process information from potential investors, including but not limited to running reasonable background checks for anti-money laundering (“AML”), IRS tax fraud identification and USA PATRIOT Act purposes, and gather and review responses to customer identification information; (iii) Review subscription agreements received from prospective investors to confirm they are complete; (iv) Contact Issuer if needed, to gather additional information or clarification from prospective investors; (v) Advise Issuer as to permitted investment limits for investors pursuant to Regulation A, Tier 21; (vi) Provide Issuer with prompt notice about inconsistent, incorrect or otherwise flagged (e.g. for underage or AML reasons) subscriptions; Serve as registered agent where required for state blue sky requirements; (vii) Transmit data to transfer agent as book-entry data for maintaining Issuer’s responsibilities for managing investors (investor relationship management, aka “IRM”) and for maintaining future good-delivery and recordkeeping; and (viii) Keep investor details and data confidential and not disclose to any third-party except as required by regulators, by law or in our performance under this Agreement (e.g. as needed for AML); (ix) Except for Participating Dealer Agreements, no agreement will be made by NMS with any person permitting the resale, repurchase or distribution of any Shares purchased by such person. ; (x) Except as otherwise consented to by the Company, NMS has not and will not use or distribute any written offering materials other than the Offering Circular. NMS has not and will not use any “broker-dealer use only” materials with members of the public, or has not and will not make any unauthorized verbal representations or verbal representations which contradict or are inconsistent with the statements made in the Offering Circular in connection with offers or sales of the Shares.