Common use of Prohibited Services Clause in Contracts

Prohibited Services. The Advisor shall not: (i) discuss, advise and/or negotiate any of the terms of any securities transaction (“Offering”); (ii) participate in any advertisement, endorsement, or general solicitation in connection with any Offering; (iii) participate in the preparation of any materials in connection with any Offering; (iv) perform any independent analysis of any Offering; (v) engage in any “due diligence” activities in connection with any Offering; (vi) assist with or provide financing for the Company (to consummate an Offering); (vii) provide advice as to the valuation or financial advisability in connection with any Offering; or (viii) handle any funds or securities in connection with any Offering. Nothing in this Agreement permits the Advisor to act, nor will the Advisor 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 Advisor is not a securities “dealer,” “broker/dealer” or “underwriter” as defined by the Laws.

Prohibited Services. The Advisor shall not: (ia) discuss, advise and/or negotiate any of the terms of any securities transaction (“Offering”AOffering@); (iib) participate in any advertisement, endorsement, or general solicitation in connection with any Offering; (iiic) participate in the preparation of any materials in connection with any Offering; (ivd) perform any independent analysis of any Offering; (ve) engage in any “due diligence” Adue diligence@ activities in connection with any Offering; (vif) assist with or provide financing for the Company (to consummate an Offering); (viig) provide advice as to the valuation or financial advisability in connection with any Offering; or (viiih) handle any funds or securities in connection with any Offering. Nothing in this Agreement permits the Advisor to act, nor will the Advisor act, as a securities “dealer,” “broker/dealer” Adealer,@ Abroker-dealer@ or “underwriter” Aunderwriter@ as defined by the Federal and State securities laws (collectively, “Laws”ALaws@). The Company acknowledges that the Advisor is not a securities “dealer,” “broker/dealer” Adealer,@ Abroker-dealer@ or “underwriter” Aunderwriter@ as defined by the Laws.