Common use of Prohibited Services Clause in Contracts

Prohibited Services. The Sales Consultant shall not, as part of the CBD Services, or otherwise on behalf of the Company: (a) discuss, advise and/or negotiate any of the terms of any securities transaction (“Offering”); (b) participate in any advertisement, endorsement, or general solicitation in connection with any Offering; (c) participate in the preparation of any materials in connection with any Offering; (d) perform any independent analysis of any Offering; (e) engage in any “due diligence” activities in connection with any Offering; (f) assist with or provide financing for the Company (to consummate an Offering); (g) provide advice as to the valuation or financial advisability in connection with any Offering; or (h) handle any funds or securities in connection with any Offering. Nothing in this Agreement permits the Sales Consultant to act, nor will the Sales Consultant act, as a securities “dealer,” “broker-dealer” or “underwriter” as defined by the Federal and State securities laws (collectively, “Laws”). The Company acknowledges that the Sales Consultant is not a securities “dealer,” “broker-dealer” or “underwriter” as defined by the Laws.