Common use of Representations and Warranties of the Consultants Clause in Contracts

Representations and Warranties of the Consultants. The Consultants represent and warrant to the Fund as follows: a. The Consultants are corporations duly organized and validly existing under the laws of the State of Arkansas and are qualified to do business and are in good standing in each other jurisdiction in which the nature or conduct of their business requires such qualification and the failure to so qualify would materially adversely affect the Fund. The Consultants have full power and authority to perform their obligations under the Agreement. b. This Agreement has been duly and validly authorized, executed and delivered on behalf of the Consultants and is a valid and binding agreement of the Consultants enforceable in accordance with its terms. c. The Consultants and each principal of the Consultants have all federal and state governmental, regulatory and exchange licenses and approvals and have effected all filings and registrations with federal and state governmental and regulatory and self-regulatory agencies required to conduct their business and to perform their obligations under this Agreement. The CTA Consultant is registered as a commodity trading advisor under the CEA and is a member of the NFA in such capacity, and its principals are duly identified as such on the Consultants’ Form 7-R, as amended. The CPO Consultant is properly exempt from registration as an investment adviser under Section 203(b)(3) of the Investment Advisers Act of 1940, as amended, and is registered pursuant to the investment adviser laws of each state in which it conducts business unless in each case it has a valid exemption from such registration. The CPO Consultant is registered as a commodity trading adviser under the CEA and is a member of the NFA or is properly exempt from such registration and membership. The Consultants acknowledge that the Fund is an advisory client of the Consultants under federal and state securities laws. d. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not violate, or constitute a breach of, or default under, the constituent documents of the Consultants or any order, rule, law or regulation binding on the Consultants of any court or any governmental body, administrative agency or self-regulatory organization having jurisdiction over the Consultants. e. There is not pending or, to the best of the Consultants’ knowledge, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Consultants are parties, or to which any of the assets of the Consultants are subject, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, of the Consultants. Neither of the Consultants nor any principals of the Consultants have received any notice of an investigation by the NFA, the CFTC or any securities regulatory agency regarding non-compliance by the Consultants or any of the Consultants’ principals with the CEA or any securities laws.

Representations and Warranties of the Consultants. The Consultants represent Each Consultant and warrant each Consultant Representative hereby represents and warrants as of the date hereof to the Fund Company as follows: a. The Consultants are corporations (a) Such Consultant, if an entity, is duly organized and organized, validly existing and in good standing under the laws of the State jurisdiction of Arkansas and are qualified to do business and are in good standing in each other jurisdiction in which the nature its organization with full right, corporate or conduct of their business requires such qualification and the failure to so qualify would materially adversely affect the Fund. The Consultants have full partnership power and authority to perform their enter into and to consummate the transactions contemplated by this Agreement and otherwise to carry out its obligations under hereunder. Such Consultant, if an individual, has legal capacity and authority to enter into and consummate the Agreement. b. transactions contemplated by this Agreement and otherwise to carry out its, his or her obligations hereunder. The execution, delivery and performance by such Consultant of the transactions contemplated by this Agreement have been duly authorized by all necessary corporate or similar action on the part of such Consultant. This Agreement has been duly and validly authorized, executed and delivered on behalf of constitutes the Consultants and is a valid and legally binding agreement obligation of the Consultants such Consultant and such Consultant Representative, enforceable against it in accordance with its terms. c. The Consultants (b) Such Consultant understands that the Warrants and each the Warrant Shares (collectively, the “Securities”) are “restricted securities” and have not been registered under the Securities Act or any applicable state securities law and is acquiring the Securities as principal for its own account and not with a view to or for distributing or reselling such Securities or any part thereof in violation of the Consultants have all federal Securities Act or any applicable state securities law, has no present intention of distributing any of such Securities in violation of the Securities Act or any applicable state securities law and has no direct or indirect arrangement or understandings with any other persons to distribute or regarding the distribution of such Securities in violation of the Securities Act or any applicable state governmentalsecurities law. Such Consultant is acquiring the Securities hereunder in the ordinary course of its business. (c) At the time such Consultant was offered the Securities, regulatory it was, and exchange licenses at the date hereof it is, and approvals and have effected all filings and registrations with federal and state governmental and regulatory and self-regulatory agencies on each date on which it exercises any Warrants, it will be either: (i) an “accredited investor” as defined in Rule 501(a)(1), (a)(2), (a)(3), (a)(7) or (a)(8) under the Securities Act or (ii) a “qualified institutional buyer” as defined in Rule 144A(a) under the Securities Act. Such Consultant is not required to conduct their business and to perform their obligations under this Agreement. The CTA Consultant is be registered as a commodity trading advisor broker-dealer under the CEA and is a member Section 15 of the NFA Exchange Act. (d) Such Consultant, either alone or together with its representatives, has such knowledge, sophistication and experience in such capacitybusiness and financial matters so as to be capable of evaluating the merits and risks of the prospective investment in the Securities, and its principals are duly identified as has so evaluated the merits and risks of such on the Consultants’ Form 7-R, as amendedinvestment. The CPO Such Consultant is properly exempt from registration as able to bear the economic risk of an investment adviser under Section 203(b)(3) in the Securities and, at the present time, is able to afford a complete loss of such investment. Such Consultant has been given the opportunity to ask questions of, and receive answers from, the Company concerning the terms and conditions of the Investment Advisers Act offer of 1940the Securities and other matters pertaining to such investment. (e) To the Consultant’s knowledge, as amended, and is registered pursuant to the investment adviser laws of each state in which it conducts business unless in each case it has a valid exemption from such registration. The CPO Consultant is registered not acquiring the Securities as a commodity trading adviser under result of any advertisement, article, notice or other communication regarding the CEA and is a member of the NFA Securities published in any newspaper, magazine or is properly exempt from such registration and membership. The Consultants acknowledge that the Fund is an advisory client of the Consultants under federal and state securities laws. d. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not violate, similar media or constitute a breach of, broadcast over television or default under, the constituent documents of the Consultants radio or presented at any seminar or any order, rule, law other general solicitation or regulation binding on the Consultants of any court or any governmental body, administrative agency or self-regulatory organization having jurisdiction over the Consultantsgeneral advertisement. e. There is not pending or, to the best of the Consultants’ knowledge, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Consultants are parties, or to which any of the assets of the Consultants are subject, which might reasonably be expected to result in any material adverse change in the condition, financial or otherwise, of the Consultants. Neither of the Consultants nor any principals of the Consultants have received any notice of an investigation by the NFA, the CFTC or any securities regulatory agency regarding non-compliance by the Consultants or any of the Consultants’ principals with the CEA or any securities laws.

Representations and Warranties of the Consultants. The a. Each of the Consultants represent acknowledges and warrant agrees that the Shares will be offered and sold to the Fund as follows: a. The Consultants are corporations duly organized Consultant without such offer and validly existing sale being registered under the Securities Act of 1933, as amended (the “Securities Act”), or under any state securities or “blue sky” laws of any state of the State U.S., and will be issued to the Consultant in an offshore transaction outside of Arkansas the United States in accordance with a safe harbour from the registration requirements of the Securities Act provided by Regulation S, promulgated thereunder. As such, each of the Consultants further acknowledges and are qualified agrees that the Shares will, upon issuance, be “restricted securities” within the meaning of the Securities Act. Each of the Consultants understands that the Shares may not be offered or sold in the U.S. or, directly or indirectly, to do business U.S. Persons, as that term is defined in Regulation S, except in accordance with the provisions of Regulation S, pursuant to an effective registration statement under the Securities Act, or pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and are in good standing in each case in accordance with applicable state and federal securities laws.. Neither the SEC nor any other jurisdiction in which securities commission or similar regulatory authority has reviewed or passed on the nature or conduct merits of their business requires such qualification and the failure to so qualify would materially adversely affect the FundShares. The Consultants have full power statutory and authority regulatory basis for the exemption claimed for the offer of the Shares, although in technical compliance with Regulation S, would not be available if the offering is part of a plan or scheme to perform their obligations under evade the Agreementregistration provisions of the Securities Act or any applicable state and federal securities laws. b. This Neither of the Consultants is a U.S. Person. Neither of the Consultants is acquiring the Shares for the account or benefit of, directly or indirectly, any U.S. Person. c. Each of the Consultants understands that the Company is making this Agreement with the Consultant in reliance upon the Consultant’s representation to the Company, which by the Consultant’s execution of this Agreement the Consultant hereby confirms, that the Consultant is outside the United States when receiving and executing this Agreement and is acquiring the Shares as principal for the Consultant’s own account, not as a nominee or agent, and not with a view to the resale or distribution of any part thereof, and that the Consultant has no present intention of selling, granting any participation in, or otherwise distributing the same. By executing this Agreement, the Consultant further represents that the Consultant does not have any contract, undertaking, agreement or arrangement with any person to sell, transfer or grant participations to such person or to any third person, with respect to any of the Shares. d. Neither of the Consultants is an underwriter of, or dealer in, the common shares of the Company, nor is the Consultant participating, pursuant to a contractual agreement or otherwise, in the distribution of the Shares. e. Each of the Consultants acknowledges that it is able to fend for itself, can bear the economic risk of its investment and has such knowledge and experience in financial or business matters that it is capable of evaluating the merits and risks of the investment in the Shares and has the ability to bear the economic risks of its prospective investment and can afford the complete loss of such investment. f. Each of the Consultants acknowledges that it has not acquired the Shares as a result of, and will not itself engage in, any “directed selling efforts” (as defined in Regulation S under the Securities Act) in the U.S. in respect of the Shares which would include any activities undertaken for the purpose of, or that could reasonably be expected to have the effect of, conditioning the market in the U.S. for the resale of the Shares; provided, however, that the Consultant may sell or otherwise dispose of the Shares pursuant to registration of the Shares pursuant to the Securities Act and any applicable state and federal securities laws or under an exemption from such registration requirements and as otherwise provided herein. g. Neither of the Consultants is aware of any advertisement of any of the Shares and is not acquiring the Shares as a result of any form of general solicitation or general advertising including advertisements, articles, notices or other communications published in any newspaper, magazine or similar media or broadcast over radio or television, or any seminar or meeting whose attendees have been duly invited by general solicitation or general advertising. h. The decision to execute this Agreement and validly authorized, executed and delivered acquire the Shares hereunder has not been based upon any oral or written representation as to fact or otherwise made by or on behalf of the Consultants Company, and such decision is based entirely upon a valid review of information (the receipt of which is hereby acknowledged) which has been filed by the Company with the Securities and binding agreement Exchange Commission (the “SEC”). Each Consultant’s advisor(s) have had a reasonable opportunity to ask questions of and receive answers from the Company in connection with the distribution of the Shares hereunder, and to obtain additional information, to the extent possessed or obtainable without unreasonable effort or expense, necessary to verify the accuracy of the information about the Company. Each of the Consultants enforceable in accordance with its termsacknowledges that it has had access to all the information it considers necessary or appropriate for deciding whether to acquire the Shares. c. The Consultants and each principal i. Each of the Consultants have is acquiring the Shares pursuant to an exemption from the registration and prospectus requirements of applicable securities legislation in all federal jurisdictions relevant to this subscription, and, as a consequence, the Consultant will not be entitled to use most of the civil remedies available under applicable securities legislation and state governmental, regulatory and exchange licenses and approvals and have effected all filings and registrations with federal and state governmental and regulatory and self-regulatory agencies the Consultant will not receive information that would otherwise be required to conduct their business be provided to the Consultant pursuant to applicable securities legislation. j. No person has made to the Consultants any written or oral representations: a. that any person will resell or repurchase any of the Shares; b. that any person will refund the purchase price of any of the Shares; c. as to the future price or value of any of the Shares; or d. that any of the Shares will be listed and posted for trading on any stock exchange or automated dealer quotation system or that application has been made to perform their obligations under this Agreement. The CTA Consultant is registered as a commodity trading advisor list and post any of the Shares of the Company on any stock exchange or automated dealer quotation system. k. Each of the Consultants acknowledges that the Company has not undertaken, and will have no obligation, to register any of Shares under the CEA and is a member Securities Act. l. Each of the NFA Consultants will indemnify and hold harmless the Company and, where applicable, its directors, officers, employees, agents, advisors and shareholders, from and against any and all loss, liability, claim, damage and expense whatsoever (including, but not limited to, any and all fees, costs and expenses whatsoever reasonably incurred in such capacityinvestigating, and its principals are duly identified as such on the Consultants’ Form 7-Rpreparing or defending against any claim, as amended. The CPO Consultant is properly exempt from registration as an investment adviser under Section 203(b)(3lawsuit, administrative proceeding or investigation whether commenced or threatened) arising out of or based upon any representation or warranty of the Investment Advisers Act of 1940, as amended, and is registered pursuant Consultant contained herein or in any document furnished by the Consultant to the investment adviser laws of each state Company in which it conducts business unless connection herewith being untrue in each case it has a valid exemption from such registration. The CPO any material respect or any breach or failure by the Consultant is registered as a commodity trading adviser under to comply with any covenant or agreement made by the CEA and is a member of Consultant to the NFA or is properly exempt from such registration and membership. Company in connection therewith. m. The Consultants acknowledge that the Fund is an advisory client of the Consultants under federal Shares are not listed on any stock exchange or automated dealer quotation system and state securities laws. d. The execution and delivery of this Agreement, the incurrence of the obligations herein set forth and the consummation of the transactions contemplated herein will not violate, or constitute a breach of, or default under, the constituent documents of the Consultants or any order, rule, law or regulation binding on the Consultants of any court or any governmental body, administrative agency or self-regulatory organization having jurisdiction over the Consultants. e. There is not pending or, no representation has been made to the best of the Consultants’ knowledge, threatened, any action, suit or proceeding before or by any court or other governmental body to which the Consultants are parties, or to which Consultant that any of the assets of Shares will become listed on any stock exchange or automated dealer quotation system, except that currently market makers make a market for the Consultants are subject, which might reasonably be expected to result in any material adverse change in Company’s common shares on the condition, financial or otherwise, of the Consultants. Neither of the Consultants nor any principals NASD’s OTC Bulletin Board. n. Both of the Consultants have received any notice been advised to consult their own legal, tax and other advisors with respect to the merits and risks of an investigation investment in the Shares and with respect to applicable resale restrictions, and it is solely responsible (and the Company is not in any way responsible) for compliance with: a. any applicable laws of the jurisdiction in which the Consultant is resident in connection with the distribution of the Shares hereunder, and b. applicable resale restrictions; and c. this Agreement is not enforceable by the NFAConsultant unless it has been accepted by the Company, and the CFTC Consultant acknowledges and agrees that the Company reserves the right to reject any subscription for any reason. o. Each of the Consultants acknowledges and agrees that all certificates representing the Shares will be endorsed with the following legend, or such similar legend as deemed advisable by legal counsel for the Company, to ensure compliance with Regulation S and to reflect the status of the Shares as restricted securities: a. “THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), AND HAVE BEEN ISSUED IN RELIANCE UPON AN EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE ACT PROVIDED BY REGULATION S PROMULGATED UNDER THE ACT. SUCH SECURITIES MAY NOT BE REOFFERED FOR SALE OR RESOLD OR OTHERWISE TRANSFERRED EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF REGULATION S, PURSUANT TO AN EFFECTIVE REGISTRATION UNDER THE ACT, OR PURSUANT TO AN AVAILABLE EXEMPTION FROM REGISTRATION UNDER THE ACT. HEDGING TRANSACTIONS INVOLVING THE SECURITIES MAY NOT BE CONDUCTED UNLESS IN COMPLIANCE WITH THE ACT.” b. Any legend required by the laws of any securities regulatory agency regarding non-compliance State, including any legend required by the California Department of Corporations and Sections 417 and 418 of the California Corporations Code. p. Each of the Consultants hereby confirm and covenant to the Company that they are not connected directly or indirectly or in any manner whatsoever with the Company or the management or shareholders of the Company and that nothing herein contained shall constitute a violation of the law or of the legal rights of any party. q. The Company hereby warrants to the Consultants that all information parted to and received by the Consultants in the course of their services will, by the nature of the information itself and/or via conduct(s) of the Company upon compliance of various applicable laws and regulations, cease to be price sensitive in nature and that any dealings of such securities, whether issued to the Consultants hereunder or otherwise, after their service period has expired according to the Agreement shall not in any respect whatsoever violate the laws of the domicile of the Company or any jurisdiction whatsoever. r. Neither of the Consultants, nor any director, manager, officer, agent or employee of either of them, or any Affiliate of any of the Consultants’ principals foregoing, has or will during the course of or in connection with the CEA provision of services to the Company under this Agreement: (a) made any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity for or on behalf of the Company; (b) made any payment in violation of applicable Law to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, for or on behalf of the Company; or (c) made any other payment in violation of applicable Law for or on behalf of the Company.” s. Neither of the Consultants, nor any director, manager, officer, agent or employee of either of them, or any securities lawsAffiliate of any of the foregoing, has or will during the course of or in connection with the provision of services to the Company under this Agreement: (a) made any unlawful contributions, gifts, entertainment or other unlawful expenses relating to political activity for or on behalf of the Company; (b) made any payment in violation of applicable Law to foreign or domestic government officials or employees or to foreign or domestic political parties or campaigns or violated any provision of the Foreign Corrupt Practices Act of 1977, as amended, for or on behalf of the Company; or (c) made any other payment in violation of applicable Law for or on behalf of the Company.