Issuer Agreement

By listing your company or business opportunity (each, an “Issuer”) on the Site you represent and warrant to Colorado Invest as follows:

1. The Issuer is conducting any offer to sell or solicitation of any offer to buy any security either (1) pursuant to a registration of such offer under the Securities Act of 1933 or other applicable law, or (2) pursuant to an exemption from registration, and in compliance with all applicable securities laws.
2. State and federal securities laws are complex. We anticipate that most users of this Site will be seeking investors through a private placement, usually in reliance on Section 4(a)(2) of the Securities Act of 1933 and Rule 506 of Regulation D under the Securities Act. Rule 506 has two commonly used options:
   1. Rule 506(b), which prohibits general advertising or general solicitation for of the offering (Section 4(a)(2) also prohibits any form of public offering), and
   2. Rule 506(c), which allows general advertising and general solicitation for investors if specific requirements are met.

   You acknowledge and understand that listing your company, offer or business opportunity on the Site may be deemed to be general advertising or general solicitation of your private placement, which could cause you to lose the right to rely on the private placement exemptions in Section 4(a)(2) of the Securities Act and Rule 506(b) of Regulation D, but will not prohibit you from relying on Rule 506(c) of Regulation D, so long as you otherwise comply with that rule. If you are conducting a private placement you should seek legal advice before listing your company, offer or business opportunity on the Site, to ensure you remain in compliance with the applicable private placement exemption.

3. All information and offering materials provided by you to any person using this Site will not, when delivered nor at any time before or at the closing of an investment, contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.
4. By using the Site you agree to indemnify and hold harmless Colorado Invest and its officers, directors, partners, counsel, employees and agents, to the fullest extent lawful, from and against all claims, liabilities, losses, damages and expenses (or actions in respect thereof), as incurred, related to or arising from any third party claim to which such indemnified person may become subject under the Securities Act of 1933 or the Securities Exchange Act of 1934, or other federal or state statutory law or regulation, or at common law or otherwise (including in settlement of any litigation), to the extent such indemnifiable losses arise out of, or are based upon, or relate to, in whole or in part, (a) any untrue statement or alleged untrue statement of a material fact contained in any information (whether written or oral) or documents executed in favor of, furnished or made available to any person by the Issuer, or (b) any omission or alleged omission to state in any information (whether written or oral) or documents executed in favor of, furnished or made available to any person by the Issuer of a material fact required to be stated therein or necessary to make the statements therein not misleading.
5. The Issuer and any “covered person” as defined in Rule 506(d) of Regulation D, including the Issuer’s directors, general partners, managing members, executive officers and beneficial owners of 20% or more of the Issuer:

(a) Have not been convicted, within ten (10) years before the sale of the securities (or five (5) years, in the case of Issuers, their predecessors and affiliated issuers), of any felony or misdemeanor: (1) in connection with the purchase or sale of any security; (2) involving the making of any false filing with the SEC; or (3) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment advisor or paid solicitor of purchasers of securities.

(b) Are not subject to any order, judgment or decree of any court of competent jurisdiction, entered within the past five years that restrains or enjoins you from engaging or continuing to engage in any conduct or practice: (1) in connection with the purchase or sale of any security; (2) involving the making of any false filing with the SEC; or (3) arising out of the conduct of the business of an underwriter, broker, dealer, municipal securities dealer, investment adviser or paid solicitor of purchasers of securities.

(c) Are not subject to a final order of a state securities commission (or an agency of officer 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 agency; the Commodity Futures Trading Commission; or the National Credit Union Administration that:

bars you from: (1) association with an entity regulated by such commission, authority, agency or officer; (2) engaging in the business of securities, insurance or banking; or (3) engaging in savings association or credit union activities;

or

constitutes a final order based on a violation of any law or regulation that prohibits fraudulent, manipulative, or deceptive conduct entered within the last ten (10) years.

(d) Are not subject to an order of the SEC entered pursuant to section 15(b) or 15(B)(c) of the Securities Exchange Act of 1934 (the “Exchange Act”) or section 203(e) or 203(f) of the Investment Advisers Act of 1940 (the “Advisers Act”) that: (1) suspends or revokes your registration as a broker, dealer, municipal securities dealer or investment adviser; (2) places limitations on the activities, functions or operations of, or imposes civil money penalties on, such person; or (3) bars you from being associated with any entity or from participating in the offering of any penny stock.

(e) Are not subject to any order of the SEC, entered within the past five (5) years that orders you to cease and desist from committing or causing a future violation of: (1) any scienter-based anti-fraud provision of the federal securities laws, including, by way of example and not of limitation, to, Section 17(a)(1) of the Securities Act, Section 10(b) of the Exchange Act and Rule 10b-5 thereunder, Section 15(c)1 of the Securities Exchange Act and Section 206(1) of the Advisers Act or any other rule or regulation thereunder; or (2) Have not been suspended or expelled from membership in, or suspended or barred from association with a member of, a securities self-regulatory organization (e.g., a registered national securities exchange or a registered national or affiliated securities association) for any act or omission to act constituting conduct inconsistent with just and equitable principles of trade.

(f) Have not filed (as a registrant or issuer), and were not named as an underwriter in, any registration statement or Regulation A offering statement filed with the SEC that, within the last five years, that was the subject of a refusal order, stop order, or order suspending the Regulation A exemption, or is the subject of an investigation or proceeding to determine whether a stop order or suspension order should be issued.

(g) Are not subject to a United States Postal Service false representation order entered within the past five years, and are not currently subject to a temporary restraining order or preliminary injunction with respect to conduct alleged by the United States Postal Service to constitute a scheme or device for obtaining money or property through the mail by means of false representations.