1. Agreement Structure; Incorporated Annexes.

This Agreement, together with the Order Forms and any other agreements entered into by the parties from time to time (collectively, the “Agreements”), governs the terms and conditions under which Finalis provides services to the Firm and its Users. Each annex identified by title and attached hereto (each, an “Annex”) is incorporated by reference and applies in full to the extent the corresponding service is enabled, accessed or used by User (or any User Affiliated Person),or is required by Applicable Law.

2. Finalis Platform.

During the Term and subject to User’s compliance with this Agreement, Finalis® (“Finalis” is a registered trademark of Finalis, Inc.) may make available to User a revocable, limited, non-exclusive, non-transferable and non-sublicensable Account to access and/or use all or a part of the Platform solely pursuant to this Agreement. Notwithstanding anything to the contrary herein, the availability of, access to and use by a User of the Platform is subject to Finalis’ prior review and written approval and may be suspended or terminated by Finalis in its discretion at any time without notice and such action shall not be deemed a breach hereof and Finalis is not responsible or liable therefor. User agrees to use the Platform, including to conduct Transactions and provide Transaction Services. Each User shall abide by the confidentiality requirements hereof and shall not allow other Persons to use the Platform without the prior written consent of Finalis, which consent shall not be withheld, conditioned or delayed. Reselling or leasing of Accounts or access to or use of the Platform is forbidden. Nothing herein shall prohibit Finalis from providing access to or use of the Platform to any Person.

3. Package Upgrades.

User may change the selected Package during the Term only with Finalis’ prior written approval; provided, that, notwithstanding anything to the contrary herein, with such new Package the term hereof shall automatically renew into a new Subsequent Term and such User shall execute a new Order Form satisfactory to Finalis under such new Package. Additionally, a “Foreign Firm” may convert to a “Licensed Firm - Foreign Headquarters” Package once it satisfies all licensing and Finalis’ then-effective WSPs; if it later no longer satisfies those criteria, the Package will automatically revert to the Foreign Firm Package.

4. Billing and Payment.

(a) General.  As consideration for User’s access to and use of the Platform pursuant hereto, as applicable, (i) Commission Payments to Broker Dealer (subject to the Fees, as applicable) from Transaction Commissions shall be deducted by Broker Dealer prior to Commission Payments by Broker Dealer to User and (ii) User shall pay Finalis (or its designee) the Fees as set forth herein. There will be no refund or cancellation of any of the compensation due to Finalis hereunder or pursuant to Applicable Law. User shall not circumvent, avoid, bypass or obviate Finalis, directly or indirectly, to avoid payment of compensation due to Finalis hereunder or pursuant to Applicable Law. User agrees to pay the Fees in full, without deduction or setoff of any kind, in Dollars or, subject to Finalis’ prior written consent (which consent shall not be withheld, conditioned or delayed), in another currency permitted under Applicable Law.  Fees accrue as of the Effective Date and continue to accrue even if User has not successfully passed required FINRA exams or consummated a Transaction or Broker Dealer has not received a Commission Payment. User agrees to promptly provide Finalis in writing with all information necessary for Finalis to ascertain and timely collect its Fees. Finalis retains the right to reassess at any time the number of Users and invoice User accordingly pursuant to this Agreement. No Finalis Affiliated Person shall be responsible for any fees, expenses or Losses incurred by User or a User Affiliated Person arising under or in relation to this Agreement, a Letter Agreement or Transaction. Except as expressly set forth herein, there are no fees to be paid by Finalis to a User, User Affiliated Person or third party. With respect to payment to User or a User Affiliated Person of any compensation, User, on behalf of itself and its User Affiliated Persons, hereby (a) waives demand of payment of the same until Finalis has received payment of the same and the requirements of Applicable Law have been satisfied, (b) acknowledges and agrees to maintain up-to-date written payment instructions with Finalis to include on the Platform, (c) acknowledges and agrees that the Person remitting payment to Finalis may deduct or apply fees to include FINRA and SIPC fees, thereby reducing the amount received by Finalis, (d) acknowledges and agrees that Finalis may deduct or apply fees to include FINRA and SIPC fees, thereby reducing the amount payable by Finalis, (e) acknowledges and agrees that the Person remitting payment on behalf of Finalis may deduct or apply fees, thereby reducing the amount actually received by a User (or their designee) and (f) forever releases and disclaims Finalis Affiliated Persons from any Claims at any time arising out of or with respect to payments by Finalis Affiliated Persons (or their designees) of any fees or compensation hereunder or in connection herewith to include to payment instructions provided to Finalis Affiliated Persons by a User, and agrees to defend, hold harmless, pay and reimburse Finalis Affiliated Persons (pursuant to the indemnification terms hereof) from and against all Losses with respect to Claims under and in relation herewith and therewith. Should any amounts under or in connection with a Transaction or the Transaction Services be required to be repaid or refunded by Finalis, User agrees to promptly do so and indemnify Finalis for all amounts (including Losses associated therewith) Finalis is obligated to return, refund or pay thereunder or in connection therewith irrespective of any amounts payable to User or User Affiliated Persons hereunder or thereunder. All fees related to a User’s and User Affiliated Persons’ activities under or in connection with this Agreement, any Letter Agreement and any Transaction shall be the sole responsibility of such User and User Affiliated Persons.
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(b) Package.  Except as otherwise agreed to by the Parties, the Fees during the applicable Term shall be based on the Package selected by User. Together with or promptly following the execution of the Order Form, Finalis has issued an initial invoice to User which is the portion of the first month’s Fees that apply from the Effective Date through to the end of the calendar month of the Effective Date. Notwithstanding anything to the contrary herein or in any other agreement with Finalis, extension or renewal of this Agreement for each Term shall be at Finalis’ pricing in effect at such extension or renewal and Finalis reserves the right to change its pricing to include the Fees and Commission Tier pursuant to the terms hereof.
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(c) Invoices. User shall be responsible for paying the Fees as set forth herein. Payment of invoices is due by the first day of the month of an invoice. Finalis may permit a User to defer payment of all or part of any Fee due to Finalis hereunder; provided, that (i) any such deferral shall accrue for the duration of only the Initial Term or the applicable Subsequent Term and be payable no later than at the end of such Term, as applicable, and (ii) such User shall remain liable for paying such Fees as otherwise set forth herein. Except as agreed by Finalis in writing, if payment is not received by the due date, Finalis reserves the right to, in addition to taking any other action permitted under Applicable Law, (i) charge interest on past due amounts at the highest interest rate permitted under Applicable Law, and to charge User any and all Losses and expenses of recovery and (ii) suspend User’s access to the Platform until overdue amounts are paid. Notwithstanding anything to the contrary hereunder or under any other agreement with Finalis, to the maximum extent permitted under Applicable Law, Finalis shall have a first priority lien on, and security interest in, all of User’s rights to and interest in compensation and other amounts due to them under or in connection herewith to satisfy overdue amounts due to Finalis hereunder, and, in connection therewith, User hereby assigns to Finalis, per Applicable Law, such compensation and amounts due to User, and such lien and assignment, whether accrued before or after termination hereof, shall survive the termination hereof. User agrees that Finalis may appoint any Person to collect amounts due by User to Finalis, grants any collection agent engaged by Finalis the right to contact them globally by any means in connection therewith and agrees to indemnify Affiliated Persons and be responsible for any and all Losses, as they are incurred by any Affiliated Persons or such agent, for that purpose on each such occasion.
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(d) Payment Method.  User payment of Fees shall be made monthly through credit card, debit card, automatic withdrawals or wire transfer. If there is an issue charging your selected payment method, we may charge any other payment method associated with your Account. Finalis may employ third parties for the processing or payment of Fees and give them information provided by User (or their designees) to Finalis to process such payments and each may retain such payment details. User represents and warrants on behalf of itself and its designees that its payment details are true, accurate and correct when provided to Finalis or its designees. User shall promptly update any change in billing and payment information. All payments received by Finalis or its designee shall be the property of Finalis without restriction. Finalis accepts no responsibility or liability for when User or its designee makes an erroneous payment otherwise meant for Finalis or its designee. Fee payments made by credit card shall be assessed a credit card processing fee per transaction. If User delegates to another Person the payment to Finalis of fees hereunder, each User agrees that, while such Person may pay such fees, such User shall nonetheless be responsible for such fees due to Finalis if not satisfied by such delegated Person, and Finalis may collect fees from such User as set forth herein.

5. Execute Product.

(a) Representatives. If User is a Representative or User or User’s OBA employs or engages Representatives, User agrees on behalf of itself, its Representatives and its User Affiliated Persons that the Execute Terms shall apply to this Agreement,such User, Representatives and User Affiliated Persons, as applicable, andtheir Transactions and Transaction Services, as applicable.

6. Payments Product

If Finalis provides User or its UserAffiliated Persons with the Payments Product, the Payment Terms shall apply to such Payments Product, User and its User Affiliated Persons, as applicable, and their Transactions and Transaction Services,as applicable.

7. Bad Actor Certification

User hereby certifies daily on behalf of itself, its User Affiliated Persons and its OBAs that neither it nor any of its User Affiliated Persons nor OBAs nor any of their respective controlling parties (including their respective officers, directors, contractors, agents and other personnel) or 20% or greater direct or indirect beneficial owners, nor any other “covered person” (as determined under Rule 506(d)) of the Securities Act), is subject to any of the disqualifying sanctions identified in 506(d) of the Securities Act and/or listed in the Bad Actor Terms, as applicable, which certification each of them agrees is reasonable and shall survive the termination of this Agreement. User and User Affiliated Persons will immediately notify Finalis in writing of any change, inaccuracy or misstatement in the foregoing certification.

8. Broker Dealer

Notwithstanding anything to the contrary herein or in any other agreement with Finalis, User, on behalf of itself, its OBAs and its User Affiliated Persons, agrees that Broker Dealer may, in its sole judgment, determine that a Transaction, Transaction Service, Letter Agreement and/or any other matter hereunder or thereunder is required under Applicable Law to be conducted through a registered broker-dealer or FINRA member. In that case, with no further action by User, its OBAs, any User Affiliated Person or any other Person, User, on behalf of itself, its OBAs and its User Affiliated Person, agrees (a) that such Transaction, Transaction Service, Letter Agreement or other matter shall be conducted through Broker Dealer as determined by Broker Dealer in its sole discretion and (b) if so determined by Broker Dealer, (i) User, who shall be a Representative, shall enter into a written or other agreement satisfactory to Broker Dealer with Broker Dealer and the applicable Persons in Broker Dealer’s discretion to conduct such Transaction, Transaction Service, Letter Agreement or other matter through Broker Dealer, (ii) as required by Applicable Law, the rights and interests of such User (including to receive compensation and/or fees) thereunder will be assigned and transferred to Broker Dealer, and Broker Dealer shall be deemed to have assumed the duties of such User and be acting through such User pursuant hereto and such agreement to which Broker Dealer is a party, and such User will manage the matter whether it remains with such User or is assigned to Broker Dealer pursuant hereto and such agreement to which Broker Dealer is a party, (iii) all billings by such User and any applicable Person in connection with such matter will, to the maximum extent permitted under Applicable Law, be made by, and all payments thereunder remitted to, Broker Dealer and (iv) such User agrees to make, and shall require the applicable Persons to make, such changes as Broker Dealer may require in its discretion to any materials to be circulated to any Person or make disclosures to any Person to comply with Applicable Law. Transactions involving solicitation of Persons outside of the U.S. Territory shall require a written attestation to Finalis that such Transactions comply with the Applicable Law of such jurisdictions and be subject to Finalis’ KYC and AML reviews in form and substance satisfactory to Finalis. Notwithstanding anything to the contrary herein or other agreement with Finalis, Finalis shall not be obligated to pay User any compensation due hereunder until Finalis is in receipt of the applicable compensation. In the sole discretion of Finalis or its Affiliate, User may provide services to Finalis or its Affiliate as agreed to in writing by Finalis or such Affiliate in connection with transactions or other matters, including those conducted through Finalis or its Affiliate, in exchange for a portion of the fees or compensation (to be agreed to with Finalis or its Affiliate) actually received by Finalis or its Affiliate in connection with such transaction or matter, which fees or compensation payable to such User shall be net of applicable withholdings by Finalis or its Affiliate, including, without limitation, fees retained by Finalis or its Affiliate pursuant hereto (including the fees set forth in the Fee Schedule), applicable FINRA and SIPC fees, fees incurred by Finalis or its Affiliate in connection with payments to User, fees payable by Finalis or its Affiliate to other parties in connection with such transaction or matter and any amounts that may be retained by Finalis or its Affiliate in connection therewith. Notwithstanding anything to the contrary herein or other agreement with Finalis, Persons supporting User Transactions and Transaction Services shall be limited to only clerical or ministerial functions on behalf of Users and Users shall provide Finalis with written specification of such functions in Finalis’ discretion.

9. MRB Terms

In addition to and without limiting any provision hereof, if a Transaction involves, Transaction Services involve, a User provides or a User Affiliated Person provides products or services in relation to, or in respect of, an MRB Party that is, directly or indirectly, engaged in, provides products or goods to and/or services to Persons with respect to, and/or conducts business with, any Person that engages in MRB Services, then the MRB Terms shall apply to this Agreement and such User and User Affiliated Persons. This section shall survive termination hereof.

10. Independent Contractor Relationship

Finalis shall perform its obligations hereunder as an independent contractor of User, and, except as required by applicable FINRA rules, User shall be deemed an independent contractor of Finalis and nothing hereunder or thereunder shall create an employer/employee relationship. Neither User nor a User Affiliated Person shall have a Claim against Finalis for employee benefits, and User shall be responsible for its and its User Affiliated Persons’ benefits, taxes, insurance and social security payments. No Party may bind the other or make representations, warranties or agreements on their behalf. Notwithstanding anything to the contrary herein or other agreement with Finalis, (a) Finalis is not involved in the negotiation or closing of a transaction sourced, circulated, evaluated or transacted through the Platform, (b) no confidentiality obligation or agreement between the User (or User Affiliated Persons) and their client or prospective client shall apply to a Finalis Affiliated Person and (c) User authorizes Finalis Affiliated Persons to communicate with any of the Principals of User’s OBA, in its sole discretion, and agrees that they may do so to include with Principals that manage User’s OBA. Finalis is not acting as an agent or fiduciary of User or any other Person, and User waives any claim of such relationship. User agrees that it is relying on its own advisors and that Finalis Affiliated Persons are not undertaking to provide, do not provide and will not provide any legal, investment, regulatory, accounting, insurance, tax or other advice, and are not assuming any responsibility for User’s or other Person’s decisions with respect to a Transaction, Transaction Services or Letter Agreement. Except as required by Applicable Law with respect to only SEC-registered and FINRA-member broker dealers, Finalis is not assuming any responsibility to conduct any due diligence for any Person with respect to a Transaction or any potential party thereto. User is solely responsible for ensuring that Transactions comply with Applicable Law. Finalis has no obligation to enter into any agreement and reserves the right to deny working with any Person. Nothing herein shall prevent Finalis from complying with the rules of any relevant body of which it is or may become a member. Finalis Affiliated Persons may request information from User prior to acting with respect to any matter and may defer action thereon pending receipt thereof. Actions taken by Finalis Affiliated Persons in accordance therewith, or their failure to act pending the receipt of such information, shall be deemed to be proper conduct and not a breach hereof.

11. Term; Termination

(a) Term. Subject to only the Opt Out Right and User’s option at the end of the applicable Term to switch Packages then offered by Finalis as set forth herein, the term of this Agreement with respect to a User commences on the Effective Date and, unless otherwise agreed to in writing by Finalis or terminated earlier as provided herein, shall remain in effect for the Initial Term and automatically renew for consecutive Subsequent Terms. Upon termination hereof, this Agreement will continue to apply and be binding upon you and User Affiliated Persons in respect of your and their prior use of the Platform and any Finalis-permitted further use thereof, including payment of any Fees and any other charges accrued in connection therewith. If your use of the Platform is terminated or suspended for any reason, any and all amounts owned to Finalis hereunder shall remain due and payable, and shall accrue interest as set forth herein, as though this Agreement remained in effect.

(b) Termination of Representative. Finalis may, in its discretion, terminate this Agreement with respect to any User that is a Representative, including in case of a Termination; provided, that, this Agreement shall remain in effect for the remaining Users under an Order Form and such terminated User shall remain liable to pay Finalis its Fees for the remainder of the Term as if such User had not been terminated and, only after such Fees are paid, a new User that is a Representative may replace such terminated User and such new User shall not be required to pay the Subscription Fees for the then-current Term but shall be required to pay them for each Term thereafter; provided, further, that, if a User that is a Representative is terminated by Finalis for non-payment of Fees, Commissions or Commission Payments payable to Broker Dealer, such User agrees that Broker Dealer may, in its discretion and pursuant to Applicable Law, note that reason for termination in such Representative’s Form U5 filed with FINRA.
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(c) Termination of Agreement. A User may terminate this Agreement solely in respect of such User with written notice to Finalis at least 30 days prior to the end of the applicable Term; provided, that, this Agreement shall remain in full force and effect for the other Users under an Order Form and their respective OBAs and User Affiliated Persons. Notwithstanding anything to the contrary herein, a User cannot terminate this Agreement until all its unpaid Fees that accrue through to the final date of the Term have been paid in full. Subject to applicable FINRA rules, Finalis shall not be required to file a Form U5 with FINRA in respect of a Representative until all of its Fees hereunder have been paid in full. Finalis may in its discretion immediately terminate for Material Breach (and, in such case, immediately terminate access to the Platform) (a) this Agreement in its entirety, which shall terminate this Agreement for all Users under the applicable Order Form and (b) with respect to a specific User (in such case, this Agreement shall remain in full force and effect for the other Users under an Order Form and their respective OBAs and User Affiliated Persons). This Agreement shall terminate automatically in respect of only a User upon the institution by or against such User of insolvency, receivership, liquidation or bankruptcy proceedings or an assignment for the benefit of creditors, or if such User is in default under any agreement governing indebtedness, but shall remain in full force and effect for the remaining Users under the applicable Order Form. This Agreement shall terminate automatically in respect of a User that is a Representative in case of their death, Impairment or Retirement, but shall remain in full force and effect for the remaining Users under the applicable Order Form. This Agreement shall terminate automatically upon the institution by or against Finalis of insolvency, receivership or bankruptcy proceedings, or if any Authority adopts any Applicable Law that prohibits the ability of Finalis to perform its obligations hereunder.  
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(d) Termination of Transaction. Finalis may, in its discretion, terminate all or a part of the Platform under or in connection with a User Transaction or Transaction Services: (i) for Material Breach by a User or a User Affiliated Person under or in connection with the Transaction or Transaction Services; (ii) material breach by User’s or a User Affiliated Person’s prospective client or client under or in connection with a Transaction or Transaction Services; (iii) on the date that is the earlier of (1) Finalis ceasing to provide the Platform in connection with a Transaction or Transaction Services, (2) fees no longer remaining due to be paid to Finalis under or in connection with a Transaction, Transaction Services or pursuant to this Agreement and (3) the User that is a Representative in respect of a Transaction or Transaction Services ceases to be a non-sanctioned FINRA-licensed registered representative of Finalis; or (iv) upon the institution by or against any Person under or in connection with a Transaction or Transaction Service of insolvency, receivership, liquidation or bankruptcy proceedings or an assignment for the benefit of creditors, or if such Person is in default under any agreement governing indebtedness. Each Transaction and Transaction Service is separate and independent and termination of all or any one Transaction or Transaction Service shall not result in the termination hereof or any other then-current Transaction or Transaction Service.
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(e) Effect of Termination. Any termination hereof will not affect (i) Commissions and Commission Payments due to Finalis hereunder which shall be payable for all Transactions that consummated prior to such termination, (ii) User's obligation to pay to Finalis any Fees owed to Finalis that accrue or would have accrued during the remainder of the applicable Term and (iii) User’s obligation to pay to Finalis any Tail Fees pursuant hereto. Upon such termination with respect to a User other than in the case of a User that is a Representative upon their death, such User shall promptly notify their clients in writing that User is not a Representative of Broker Dealer and that Broker Dealer is no longer its, as applicable, broker-dealer or U.S. chaperone broker-dealer, and User shall provide Finalis with evidence of such notices within two weeks after such termination; provided, that, in the event such evidence is not timely provided to Finalis, Finalis shall have the right to provide such notice to such clients. Promptly following the termination hereof, such User shall sign, and shall require their clients with Transactions approved by Finalis to sign, an assignment or termination agreement in form that is acceptable to Finalis in respect of each such Transaction, which agreement shall include a recognition of Finalis’ Tail Fee during the Tail Period and a release and discharge of Finalis Affiliated Persons by User and the applicable client and their respective successors and assigns. Following the termination hereof, User shall be responsible for engaging a new FINRA member broker-dealer with requisite approvals listed in FINRA’s BrokerCheck. If such User is not so appropriately registered and does not evidence the same in writing to Broker Dealer, Broker Dealer may hold Commissions received by Broker Dealer after the Tail Period for the Holding Period after which such Commissions are deemed abandoned and shall become the exclusive property of Finalis. Following the death, Impairment or Retirement of a User that is a Representative, Broker Dealer agrees to pay continuing payments as set forth herein to such User or, pursuant to Applicable Law, their estate, successors, assignees or legal representatives, as applicable.
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(f) Tail. During the Tail Period of a Transaction, any Commission payments in connection with such Transaction (or if such Transaction is terminated, a similar Transaction) is subject to the Tail Fee to be paid to Broker Dealer by the succeeding FINRA member broker-dealer.

12. Representation and Warranties

User hereby represents and warrants to Finalis that each User Representation and Warranty is true and correct as of the Effective Date and throughout the Term and agrees that it will promptly notify Finalis in writing and discontinue any activity or matter under or in connection herewith if any of them becomes untrue. User acknowledges and agrees that each User Representation and Warranty is deemed reaffirmed by User on a daily basis throughout the Term, and that any breach of the User Representations and Warranties constitutes a Material Breach of this Agreement.

13. Indemnification of Finalis

In addition to indemnification available to Finalis Affiliated Persons under Applicable Law, User, on behalf of itself, their OBAs (if applicable) and each of its User Affiliated Persons, agrees that User, each of its OBAs (as applicable) and each User Affiliated Person, jointly and severally, shall indemnify, hold harmless, pay and reimburse all Finalis Affiliated Persons (in cash  equal to the full amount to be indemnified) from and against all Losses, as they are incurred by any of them, from, under and in connection with (irrespective of any amounts payable to User hereunder or other agreement): (a) this Agreement; (b) each Letter Agreement; (c) each Transaction; (d) each Transaction Service, (e) Finalis’ performance of, or failure to provide, the Platform, including the payment of compensation hereunder to User to payment instructions provided to Finalis by User or a User Affiliated Person; (f) any penalty or enforcement action taken by any Authority (i) against a User, OBA or a User Affiliated Person, (ii) against a Finalis Affiliated Person in connection with a User, a User Affiliated Person, an OBA, the Platform or this Agreement, a Letter Agreement, a Transaction or Transaction Service or (iii) in connection with any activity or matter of a User, OBA or User Affiliated Person outside the scope hereof; (g) the breach by any User’s, OBA’s or User Affiliated Person’s obligations hereunder, under a Letter Agreement or any other agreement or any failure by any of them to perform any of their obligations under any of the foregoing agreements; (h) any matter under or in connection with this Agreement outside the express control of Finalis; (i) any agreement involving User, its OBA or a User Affiliated Person; (j) any act, omission, neglect or default by a User, an OBA or a User Affiliated Person or any Person acting on their behalf; (k) User, an OBA or a User Affiliated Person or any Person acting on their behalf overriding or differing with Finalis’ recommendation or comments with respect to any an agreement (or language therein) to which Finalis or Broker Dealer is referenced or is a party; (l) User’s, an OBA’s or a User Affiliated Person’s violation of Applicable Law; (m) agreement by Finalis to perform Transaction Services customarily conducted by a Representative or Foreign Associated Person, including fundraising and/or investor procurement activities; (n) a Transaction or the Transaction Services, and any document or agreement under or in connection therewith, including if a User’s or User Affiliated Person’s client reneges or fails to meet its obligations; (o) wire and/or other financial transactions conducted by Finalis and/or its designee or Vendor, including, without limitation, with respect to Transactions and/or Transaction Services involving MRB Activities, MRB Services and/or an MRB Party; (p) any Claim by or against a User, an OBA or a User Affiliated Person, including, without limitation, a current, former or prospective client, broker dealer or employer (in whatever capacity, including a contractor relationship) of such User, OBA or User Affiliated Person, or by an Authority arising under or in connection with activities of such current, former or prospective client, broker dealer or employer or User, OBA or User Affiliated Person to include prior to the Effective Date; (q) any fees, commissions or other amounts required to be returned by Finalis, its designee or Vendor and/or amounts paid by Finalis, its designee or Vendor in connection with a User’s activities to include with respect to a Transaction or Transaction Service and (r) any Losses paid by Finalis, its designee or a Vendor on behalf of, under or in connection with a User, OBA or User Affiliated Person to include to any insurance carrier, provider or broker; provided, however, that User shall not be liable per this section if a court of competent jurisdiction determines by a non-appealable judgment that the applicable Losses shall have resulted from the gross negligence or fraud of Finalis, Inc. User shall be vicariously responsible for the obligations herein to be observed or performed by any Person acting on their behalf. In the event of a Claim, User shall advance to Finalis (or, in its sole discretion, to its professional advisors) a retainer for any and all professional advisors to include legal counsel (which advisors shall be selected at Finalis’ sole discretion), and such retainer amount shall be equal to 50% of the fees estimated by the applicable advisors to be incurred for such Claim; provided, that, such retainer shall not reduce or offset any indemnification in favor of Finalis Affiliated Persons pursuant hereto. Finalis Affiliated Persons shall have the exclusive option to defend, settle or compromise any Claim instituted by any Person against a Finalis Affiliated Person regardless if: (1) such Claim gives or may give rise to the indemnification of a Finalis Affiliated Person hereunder; or (2) a Finalis Affiliated Person has exercised its right of set off. Finalis Affiliated Persons shall have the exclusive right to commence and maintain an action pursuant to Applicable Law against any Person for any Claim that a Finalis Affiliated Person may have at any time to include arising out of or in connection with this Agreement regardless of whether: (1) a Claim gives or may give rise to the indemnification of a Finalis Affiliated Person hereunder; or (2) a Finalis Affiliated Person has exercised its right of set off. User, on behalf of itself, its OBAs and User Affiliated Persons, hereby waives any right that any of them may have to defend, settle or compromise a Claim and agree to cooperate with Finalis Affiliated Persons in respect thereof, and Finalis Affiliated Persons may, in their discretion, authorize and require such User, OBA and/or User Affiliated Person to defend, settle or compromise any such Claim and bear the costs and expenses of same should it be determined at any time that Finalis Affiliated Person are without fault. This section shall survive the termination hereof.

14. Indemnification of User

Finalis, Inc. shall indemnify the User that is a signatory to the Order Form against only third-party Losses that a court of competent jurisdiction determines by a final non-appealable judgment that such User incurred under U.S. federal and state securities laws that directly resulted from Finalis, Inc.’s grossly negligent performance of its obligations hereunder; provided, however, that it shall not be liable to indemnify under this section to the extent that such Losses resulted from (a) such User, their OBA or User Affiliated Persons or (b) the failure of such User, their OBA or User Affiliated Persons to perform any of their obligations hereunder or any other agreement to which they are a party. User will notify Finalis promptly in writing of any circumstance or Claim to which this indemnity relates, and will provide Finalis with all information in relation therewith, its subject matter and amount. If a Claim is brought against a User, their OBA or User Affiliated Persons under or in connection herewith, such User, OBA and User Affiliated Person shall at their expense provide Finalis, in Finalis’ discretion, with any and all assistance requested by it to enable Finalis to resist a Claim, including access to any and all documentation and attending meetings with Finalis, its insurers and its representatives.

15. Indemnification Procedure

The indemnifying party hereunder may not settle a Claim without the indemnified party’s written consent unless such settlement: (a) includes a release of all covered Claims pending against the indemnified party; (b) contains no admission of liability or wrongdoing by the indemnified party; and (c) imposes no obligations upon the indemnified party other than an obligation to stop infringing activities or using infringing items. If any Finalis Affiliated Person is requested or required to appear as a witness or subpoenaed to produce documents in any Claim in which User, its OBA or a User Affiliated Person is a party to, User, its OBA and its User Affiliated Persons shall jointly and severally indemnify such Finalis Affiliated Person for Losses, per the indemnification provisions herein, for preparing and appearing as a witness or producing documents.

16. Disclaimer

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, FINALIS AFFILIATED PERSONS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, FOR NON-INFRINGEMENT, SATISFACTORY QUALITY, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE, WITH RESPECT TO THE PLATFORM, THE CONFIDENTIAL INFORMATION AND ALL CONTENT, INFORMATION, MATERIALS, PRODUCTS AND SERVICES INCLUDED OR OTHERWISE MADE AVAILABLE TO USER OR A USER AFFILIATED PERSON, EACH OF WHICH ARE PROVIDED ON AN "AS IS," “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AT USER’S AND USER AFFILIATED PERSONS’ OPTION AND RISK, AND FINALIS AFFILIATED PERSONS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AND DO NOT GUARANTEE ANY RESULTS, ACCURACY, COMPLETENESS OR PERFORMANCE. Under no circumstances shall a Finalis Affiliated Person be liable to a User or any other Person for any losses, damages or expenses that any of them may suffer, sustain, pay or incur by reason of any use of, or reliance upon, the Platform, the Confidential Information or any information, content, materials, products or services included or otherwise made available to any of them under or in connection herewith.

17. Intellectual Property

All ownership and right, title and interest to the Platform, the Confidential Information and all intellectual property rights in, arising out of or in connection with this Agreement (other than intellectual property rights in any materials expressly provided by User to Finalis or those of third-parties used by Finalis under license, which shall remain, as applicable, the property of such User or third parties except as set forth herein or to enable Finalis to exercise the rights granted to it hereunder) shall be owed by Finalis, Inc. and is protected by Applicable Law, including U.S. and international intellectual property laws. Finalis shall have the right to retain User Data and User-Generated Content as required by Applicable Law or Finalis’ retention practice or policies. User and User Affiliated Persons will not sub-license, assign or otherwise transfer our rights hereunder. User and User Affiliated Persons shall not, during the term hereof and indefinitely thereafter, directly or indirectly, create any application, artificial intelligence, content, document, event, feature, form, functionality, information, interface, model, product, program, service, support, system, template, tool, workflow or website that is, in whole or in part, identical, similar to, or in competition with all or any part of the Platform or other product or service of Finalis.

18. Data

User unconditionally grants Finalis Affiliated Persons an exclusive, irrevocable, perpetual, worldwide, royalty free and sublicensable license to use, collect, copy, modify, create, incorporate, process, distribute, share, maintain and store User-Generated Content and User Data, User and User Affiliated Persons are solely responsible for all User Data and User-Generated Content, and for ensuring that User and User Affiliated Persons have obtained all consents and made all disclosures in connection with the foregoing grant, and User and User Affiliated Persons (and not Finalis) shall have the sole responsibility for the accuracy, quality, integrity, legality, reliability and copyright of all User Data and User-Generated Content. User agrees that User Data and User-Generated Content may be accessed, transferred or processed inside and outside the U.S. Territory, including if User, User Affiliated Persons or Finalis Affiliated Persons access or transfer User Data and User-Generated Content while inside or outside the U.S. Territory. You agree that you are solely responsible for compliance with Applicable Law that applies to User Data and User-Generated Content and you will indemnify, hold harmless, pay and reimburse Finalis Affiliated Persons per the indemnification terms hereof for all Losses from and against any Claim from, arising out of or relating to your User Data and User-Generated Content. You agree that jurisdictions outside of the U.S. Territory may not provide the same privacy protection to User-Generated Content and User Data as U.S. Territory Applicable Laws. We reserve the right to access, read, preserve, and disclose information to the extent necessary to: (a) satisfy Applicable Law, legal process or Authority request; (b) enforce this Agreement, including without limitation, investigating potential violations; (c) detect, prevent, or otherwise address fraud, security and technical issues; (d) respond to User requests; or (e) protect the rights, property or safety of Finalis, our Accounts, Platform users and the public.

19. Acceptable Use

You are responsible for ensuring that your activities on the Platform comply with this Agreement and Applicable Law. You are solely responsible for the activity that occurs through your Account and for keeping your credentials secure. You agree not to: (a) provide false information about a User or Person; (b) misrepresent your relationship with other users or a Transaction; (c) provide false or misleading information to Finalis or any Platform user; or (d) engage in fraudulent activity of any kind..

20. User Obligations

User agrees and covenants with Finalis that it shall comply with, and shall cause each User Affiliated Person to comply with, the User Obligations, as applicable.

21. User Acknowledgement

User, on behalf of itself and each User Affiliated Person, acknowledges and agrees to the User Acknowledgement and that time is of the essence of this Agreement.

22. Confidentiality

User, on behalf of itself and each User Affiliated Person, acknowledges and agrees to the Confidentiality Terms, which provisions shall apply to this Agreement, such User and each User Affiliated Person and shall survive the termination of this Agreement. The Confidentiality Terms shall govern and supersede any NDA to which User or any User Affiliated Person is a party. Neither Finalis nor Finalis Affiliated Persons shall be liable to any Persons for violation by User or a User Affiliated Person of such confidentiality obligations, and User and User Affiliated Persons agree to indemnify Finalis Affiliated Persons in accordance with the indemnification terms herein for any violation thereof.

23. Covenants

User, on behalf of itself and each User Affiliated Person, acknowledges and agrees to the Covenants, which provisions shall apply to this Agreement, such User and User Affiliated Persons and shall survive the termination of this Agreement.

24. Member Program

Useragrees to participate in the Member Program and may opt out within 90 days ofthe Initial Term by contacting us at customer-success@finalis.com.

25. Brand Features

Each Party owns all rights, title and interest to its Brand Features. User shall not use, or allow others to use, Finalis’ Brand Features in any manner without Finalis’ prior written consent or in any manner that is likely to cause confusion or that disparages or discredits Finalis Affiliated Persons. All Brand Features, content and compilation of all content included in or made available through the Platform is the property of, as applicable, Finalis and its content suppliers and protected by Applicable Law. You grant us a non-exclusive, irrevocable, perpetual, royalty-free, worldwide and sublicensable license to your and your OBAs’ Brand Features for our marketing materials, website and the Platform. After a Transaction closing, Finalis may place announcements that include such Brand Features on our materials, website and publications describing our role therewith. User may opt out of this license within 90 days as of the Effective Date of the Initial Term by contacting Finalis at customer-success@finalis.com.

26. Force Majeure

In the event that Finalis is unable to perform any of its obligations under this Agreement due to a Force Majeure Event, Finalis shall give notice to User and shall take commercially reasonable steps to resume performance; provided, that, upon delivery of such notice, the obligations of Finalis hereunder shall be immediately suspended.

27. Limitation of Liability

Notwithstanding anything to the contrary herein or any other agreement with Finalis, User, on behalf of itself and its User Affiliated Persons, agrees that Finalis and Finalis Affiliated Persons shall have no liability to User or a User Affiliated Person for (a) when Finalis does not follow their instructions if Finalis believes that their instructions would expose Finalis to potential liability or conflict; (b) circumstances beyond Finalis’ control, which shall include, but not be limited to, a Force Majeure Event and the acts or omissions of any Person; (c) disputes, including regarding compensation, between (i) User and Representative and/or other Users hereunder, (ii) User and User Affiliated Persons, (iii) User and other users of the Platform; (iv) User and their OBA or with the Principals of their OBA, (v) User and their current, present or prospective client or employer in whatever capacity or (vi) User and another Syndicate Member; (d) Finalis failing or declining to place securities of Issuers marketed by User or accepting or rejecting any order or subscription with respect to such Issuers (and Finalis may make decisions as it deems appropriate with respect thereto), and User shall have no right to any Claim against Finalis Affiliated Persons for lost compensation in connection with any such actions; (e) User Data, User-Generated Content or User software; (f) acts or omissions of third parties to include in respect of Transactions, including Transactions posted to third-party platforms; (g) Finalis Affiliated Persons accessing or transferring User Data, User-Generated Content or user information while inside or outside of the U.S. Territory; (h) currency conversions effected by financial institutions, deductions of bank charges, taxes or withholdings from monies held or payments made hereunder or in connection herewith applied by financial institutions or others, or shortfalls in amounts payable hereunder or other loss, cost or liability caused by any deduction, tax or withholding of any nature; (i) wire or other financial transactions conducted by Finalis Affiliated Persons or their designee to or on behalf of User or a User Affiliated Person to wire instructions provided to Finalis Affiliated Persons by User or a User Affiliated Person (or their respective designees); (j) the act, omission, fraud, delay, negligence, insolvency or default of any financial institution or clearing system or of any director, officer, employee, agent or representative of any of the foregoing; (k) the inadvertent disclosure or exposure of User Data or User-Generated Content or unauthorized access to, use of, or alteration of User Data or User-Generated Content; (l) User Data or User-Generated Data that is accessed by or processed by third-parties including Finalis Vendors; (m) wire or other financial transactions conducted by Finalis Affiliated Persons or their designees for Transaction Services or Transactions, including, without limitation, Transactions or Transaction Services involving MRB Activities, MRB Services or an MRB Party. Finalis shall not be liable for any Losses sustained by any Person due to User Default. Without limiting or affecting any remedy available to it,  Finalis may rely on a User Default to relieve Finalis from the performance of its obligations hereunder.  IN NO EVENT WILL FINALIS AFFILIATED PERSONS BE LIABLE TO ANY PERSON FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, SPECIAL, CONSEQUENTIAL, INCIDENTAL OR SPECIAL DAMAGES, OR FOR DAMAGES FOR LOSS OF REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE USE OR INABILITY TO USE THE PLATFORM, REGARDLESS OF CAUSE. Notwithstanding anything to the contrary herein or any other agreement with Finalis, in no event will the total amount to be contributed by all Finalis Affiliated Persons towards all Losses incurred by all Users under an Order Form and their respective OBAs and User Affiliated Persons exceed the lesser of (i) Commission Payments retained by Broker Dealer hereunder and (ii) Subscription Fees received by Finalis hereunder, in each case in the preceding three months of the date of a Claim. Without limiting the disclaimers and limitation of liability terms herein, (1) Finalis shall not have any obligation to indemnify, hold harmless, pay or otherwise reimburse any User or User Affiliated Person for third parties’ actions or lack of action (2) in no event will our licensors’, independent contractors’ and Vendors’ aggregate liability with respect to any Claim arising from or related to this Agreement or your use of the Platform exceed fifty Dollars and (3) we do not make warranties or representations about third-party links, references, webpages or resources. Notwithstanding anything to the contrary herein or other agreement with or statement by Finalis Affiliated Persons, we shall have no obligation to file a Claim on behalf of User, an OBA or User Affiliated Person, including, without limitation, a Claim with an insurance carrier, insurance provider or insurance broker, but may do so in our sole discretion. The terms hereof fairly allocate the risks between us and User and User Affiliated Persons. User, on behalf of itself and its User Affiliated Persons, acknowledges and agrees that the pricing hereof reflects this allocation of risk and the limitation of liability herein, and that we would not enter into this Agreement without such allocation and limitation. Limitation and/or exclusion of liability and warranties may be limited in certain jurisdictions; to the extent that the limitations and exclusions herein cannot be enforced or are considered void or illegal, either in whole or in part, said provisions shall be construed and enforced in the sense of limiting the scope, duration and/or extent of the liability, warranty, limitation and/or exclusion at issue to maximize such limitations or exclusions. Notwithstanding anything to the contrary herein or other agreement with Finalis, as consideration for our execution hereof, our provision of the Platform pursuant hereto and the pricing hereunder agreed to by the Parties, each User, on behalf of itself and each User Affiliated Person and anyone else claiming by or through any of them, to the maximum extent allowed under Applicable Law, irrevocably and unconditionally fully and forever waives, releases and discharges globally Finalis Affiliated Persons, to the maximum extent permitted by Applicable Law, from any and all Claims that any of them had, has or may hereafter have or claim to have against any Finalis Affiliated Person, by reason of any actual or alleged act, omission, transaction, practice, conduct, occurrence and any matter from the beginning of time up to and including the date hereof. User, on behalf of itself and each User Affiliated Persons and anyone else claiming by or through any of them, hereby represents and warrants to each Finalis Affiliated Person that they have not initiated or filed, and they agree that they shall not hereafter initiate or file, or cause to be initiated or filed, any Claim against any Finalis Affiliated Person relating to a Claim that is subject to the release set forth herein. User, on behalf of itself and each User Affiliated Person, acknowledges and agrees that nothing in this Agreement shall be construed as an admission by a Finalis Affiliated Person of any wrongdoing, liability or noncompliance with Applicable Law and that each of them disclaims and denies any wrongdoing or liability to User and User Affiliated Persons.

28. Entire Agreement; Severability

This Agreement represents the entire agreement between the Parties and supersedes any written or oral prior, conflicting, contemporaneous or additional communications between the Parties or between you and any Finalis Affiliated Person. If a court or arbitrator of competent jurisdiction determines that any part of this Agreement is unenforceable or invalid, such court or arbitrator may reform any such provision to make it legal and enforceable, and the remainder hereof will continue to be valid and enforceable. Each User acknowledges and agrees that it has read this Agreement in its entirety, understands all of its terms, knowingly, freely and voluntarily assents to all of its terms including, without limitation, the waiver and release contained herein, has had an opportunity to ask questions and consult with an attorney of their choice before signing it, is signing this Agreement, including the waiver and release, voluntarily in exchange for good and valuable consideration in addition to anything of value to which it is otherwise entitled, and that its signature hereof is an agreement to release Finalis Affiliated Persons from any and all Claims that can be released hereunder and by Applicable Law. There shall be no construction of any provision against us because this Agreement was prepared by us. All sections (including the indemnification of Finalis herein) except for Sections 2, 3 and 14 hereof shall survive termination hereof. All rights, remedies and licenses granted to us herein shall survive termination hereof.

29. Third-Party Beneficiaries; Remedies; Waiver.

Except as otherwise expressly provided herein, there are no third-party beneficiaries hereunder or in connection herewith. No failure or delay by Finalis in exercising any right hereunder will constitute a waiver of that right. In the event of a breach or threatened breach by any User or User Affiliated Person of any provision hereof, each User, on behalf of itself and each of its User Affiliated Persons, hereby consents and agrees that money damages would not afford an adequate remedy and that we shall be entitled to seek a temporary or permanent injunction or other equitable relief against such breach or threatened breach from any court of competent jurisdiction, without the necessity of showing any actual damages, and without the necessity of posting any bond or other security. Any equitable relief shall be in addition to, not in lieu of, legal remedies, monetary damages or other available relief. The Parties agree that this Agreement can be specifically enforced in any court or proceeding globally and can be cited as evidence therein alleging breach hereof. Nothing herein shall constitute an exclusive remedy or course of action for the collection of any amounts due to us hereunder.

30. Modifications

Finalis reserves the right to modify (a) this Agreement, (b) the Packages and (c) and its fees to include the Fees and Commission Tiers at any time in its sole discretion and without notice; provided, that, with respect to clauses (a) and (b), any modifications will not take effect until posting the revised Agreement or Package, as applicable, on the Finalis Website; provided, further, that, with respect to clause (c), any modification shall not take effect until the commencement of a new Term. Finalis will attempt to use commercially reasonable efforts to provide notice of any modifications to this Agreement, the Packages or its fees to User through email or by posting a notification on the Finalis Website or on the Platform. By continuing to log in to the Finalis Website or use the Platform after this Agreement has been modified or after we modify our fees, you agree to be bound by the applicable modification. If User does not agree to the modifications, User’s sole remedy shall be to cease logging into the Finalis Website and cease using the Platform and to comply with User’s termination obligations herein. User acknowledges and agrees that it is their sole responsibility to regularly check this Agreement, the Packages and our fees for modifications. Finalis shall not be liable to User or any other Person for any of the foregoing modifications.

31. Governing Law; Jurisdiction; Waiver of Jury Trial

This Agreement will be controlled by and construed under the laws of the State of New York without giving effect to any principles of conflicts of law. Subject to the following sentence, each Party irrevocably consents and agrees that any Claim between the Parties arising out of or relating to this Agreement shall be brought and maintained in any federal or state court of competent jurisdiction sitting in New York, New York. Only if required by applicable FINRA rules, any Claim involving the Parties arising out of or relating to this Agreement that cannot be resolved between the Parties that is required by such FINRA rules to be submitted to FINRA arbitration will be determined, upon the written demand of a Party, by binding arbitration administered by FINRA in New York, New York, before a sole arbitrator with relevant experience in accordance with the then-current rules of FINRA. User agrees that if it is the losing party in respect of a proceeding, our Losses may be offset by us against any compensation or other amounts due to User hereunder. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods or the Uniform Computer Information Transactions Act. Each Party on behalf of itself and its affiliates waives any right to trial by jury in any matter related to or arising out of this Agreement. Any proceeding to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. User will not seek to have any dispute heard as a class action, private attorney general action, or in any proceeding in which it acts or proposes to act in a representative capacity. No proceeding will be combined with another without the prior written consent of Finalis.

32. KYC and AML

To help combat the funding of terrorism and money laundering activities and ensure investor protection, Applicable Law requires all financial institutions to obtain, verify and record information that identifies each Person with whom they do business as a condition to doing business with that Person. Accordingly, as a condition to the closing of a Transaction, (a) you shall be required to comply with Applicable Law including as it relates to KYC and AML requirements, (b) we shall have the right to conduct our own KYC and AML due diligence on each User and any Person involved in a Transaction, (c) you shall promptly provide to Finalis all information necessary to comply with Applicable Law and our policies and procedures and (d) you shall ensure that all information provided to us is true, accurate and complete, and shall promptly notify us of any changes to such information.

33. Transfer

This Agreement, and any rights granted herein, are only applicable to User and shall not be assigned, delegated, sublicensed, subcontracted, encumbered or otherwise transferred by User absent Finalis’ prior written consent. Any purported assignment by any User shall be null and void as of the purported assignment. Finalis may assign its rights and/or obligations hereunder to any Affiliate or Finalis Vendor or to any Person that succeeds to all or substantially all of its business through merger, consolidation, corporate reorganization or by acquisition of all or substantially all of its assets. This Agreement shall bind and inure to the benefit of the parties hereto, their respective successors and permitted assigns. Notwithstanding anything to the contrary herein, in the event that a User that is a legal entity bound hereby dissolves, all of the duties, obligations and liabilities of such legal entity hereunder shall be transferred, first, to its successors and assigns permitted by us in writing in our discretion and, second, if such legal entity has no such permitted successors or assigns, to the Representatives that are Users hereunder in joint and several form that were employed or engaged (in whatever capacity) by such legal entity prior to its dissolution, and each such Representative signatory hereto hereby acknowledges and agrees and covenants with Finalis to the foregoing.

34. Electronic Signature and Communications

This Agreement may be electronically signed and is the same as handwritten signatures for the purposes of validity, enforceability and admissibility. An electronic signature means any symbol, sound or process that is executed or adopted by a Party with the intent to sign this Agreement, including, but not limited to, clicking a box indicating acceptance, executing an Order Form that references this Master Agreement and logging in and using the Platform. Each User agrees to use commercially reasonable efforts to authenticate the identity of a signatory, and to retain and store all records and signatures in a manner that is secure, reliable and accurate. By electronically signing or accepting this Agreement you represent and warrant that you have read, understand and agree to the terms hereof. When you use the Platform or send communications from your desktop or device to us, you may be communicating with us electronically. You consent to receive communications from us electronically to include on the Finalis Website or through the Platform, and Finalis can retain copies thereof. You agree that all agreements, notices, disclosures and other communications that we provide you electronically satisfy legal requirements that communications be in writing. Under no circumstance will we have liability for communicating with you. You may contact us at customer-success@finalis.com.

35. Definitions; Interpretation

For the purposes hereof, the following terms have the meanings set forth below. The neuter includes the feminine and masculine; wherever a singular expression is used herein, that expression is deemed as including the plural or the body corporate where required by the context. Section and subsection titles are for convenience of reference only and shall not affect in any way the interpretation hereof. All references to the term of this Agreement or the Agreement term shall include any extensions of such term.

“Account”: the Finalis-provided account to access the Platform.
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“Accredited Investor” as defined in Regulation D of the Securities Act.
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“Accredited Investor Certification”: in order to use the Platform as an investor or lender you must be an Accredited Investor, and you hereby represent and warrant to Finalis that you are an Accredited Investor.

“Acquisition Transaction”: as applicable, (a) a transaction, or series of related transactions, in which more than 25% of the selling entity’s equity and/or voting power is transferred, or the sale, lease, transfer, exclusive license or other disposition, in a single transaction or series of related transactions, by the selling party or any subsidiary thereof, of all or substantially all the assets or intellectual property of such party (whether by merger, consolidation or otherwise), of one or more subsidiaries of such party if substantially all of the assets of the selling party and its subsidiaries taken as a whole are held by such subsidiary(ies); (b) any sale, lease, transfer, exclusive license or other disposition, in one or a series of related transactions, by the selling party, or any subsidiary of such party, of all or substantially all of a selling party’s assets or intellectual property; or (c) any of the foregoing that results in the sale, transfer or change in ownership or control of a division or business unit of a selling party.

“Administrative Fees”: for a User under an Order Form, fees and expenses associated with: (1) fees assessed by FINRA and OFAC on behalf of a User (including, but not limited to, individual registration, amendment and termination fees, continuing education fees, member disclosure processing fees, state license fees, FBI fingerprinting fees, branch registration and processing fees, and exam registration, late and no-show fees); (2) fees associated with the registrations and renewals of any Authority; (3) license waiver filings; (4) international regulatory and registration fees; (5) payroll, bank and wire transfer fees; (6) fees assessed by professional advisors of Finalis where, in Finalis’ sole discretion, support or assistance outside of its in-house expertise is needed; (7) for Users availing themselves of Chaperoning Services hereunder, any costs, fees and expenses incurred by Finalis in connection with the Permitted Activities; and (8) costs, fees and expenses of Finalis in connection with providing products and/or services in-person, including compliance-related supervision of User or User Affiliated Persons.

“Advisors”: Finalis-affiliated professionals and advisors listed in Finalis Connect℠.

“Affiliate”: any entity that, directly or indirectly, Controls, is Controlled by or is under common Control with the subject entity.

“Agreement”: collectively, this MasterAgreement, the Terms and the Order Form (together with any attachments thereto), each as modified from time to time.

“AML”: anti-money laundering verifications pursuant to Applicable Law.

“Applicable Law”: all applicable provisions of constitutions, laws, statutes, ordinances, rules, treaties, regulations, permits and orders of any Authority, including any success or provisions.

“Approval”: approval by FINRA of User’s NMA to be a FINRA member broker-dealer.

“Approved State”: a U.S. state that has adopted the M&A broker registration exemption pursuant to applicable U.S. state law, rule or regulation.

“Authority”: the government of any nation or of any political subdivision thereof, whether federal, state or local, and any entity or agency exercising executive, legislative, judicial, taxing, regulatory or administrative or self-regulatory powers or functions of or pertaining to government (including any supra-national bodies such as the European Union or European Central Bank).

"Authorized User": a User Affiliated Person of User’s OBA (excluding other entities that are part of the User’s group of companies and any User’s contractors or externals) expressly authorized in writing by both User and Finalis to use the Platform through an Account solely to assist such User with Transactions and Transaction Services as set forth in this Agreement and pursuant to Applicable Law; provided, that, Authorized Users may not include, absent Finalis’ prior written consent, agents, employees, directors, officers, consultants, representatives, partners, contractors, advisors, management, owner, part-owner equity holders or Foreign Associated Persons of a competitor of Finalis or of an Affiliate or subsidiary of a competitor of Finalis or any Finalis Affiliate.

“Bad Actor Rules”: collectively, a “Disqualifying Event” as described in Rule 506(d) under the Securities Act or in paragraph (a)(3)(ii)(B) of Rule 15a-6.

“Bad Actor Terms”: the Regulation D “Bad Actors” Certification in the Terms of Service.

“Beneficiary”: a User or User Affiliated Person, as applicable, who receives and pursues Transactions referred to them by an Originator.

“Beta Services”: all or part of the Platform made available by Finalis to a User to try.

“Brand Features”: a Party’s domain name, logos, name, graphics, service marks, testimonial, trade names, patents, copyrights, trade dress and trademarks, and each of the foregoing of a User’s OBAs and Firms, as applicable.

“Broker Dealer”: Finalis Securities LLC, an SEC-registered broker-dealer and member of FINRA/SIPC.

“Broker of Record”: the Representative that is the broker and/or registered representative under a Transaction letter agreement.

“Chosen Transaction”: a transaction (including an applicable asset or debt transaction) that, in the judgment of Broker Dealer, is not required under Applicable Law to be conducted through an SEC registered broker-dealer or FINRA member broker-dealer.

“Chosen Transaction Fee”: the Chosen Transaction Fee set forth on the Fee Schedule on the gross Commissions processed through Finalis in connection with a Chosen Transaction; provided that FINRA and SIPC fees shall be deducted from such gross Commissions even if such fees have been assessed by another broker dealer or other Person. In the event that the Fee Schedule does not specify a Chosen Transaction Fee, the applicable fee shall default to the rate corresponding to the Commission Tier.

“Claim”: any reasonably expected, potential, threatened, pending or completed claim, action, suit, proceeding, demand, loss, liability, damage, dispute, cause of action, right, fee, debt, obligation, inquiry, investigation, judgment, settlement, infringement, violation, expense (including attorneys’ expenses and fees), fine or other liability of any kind or nature whatsoever or misappropriation of copyright, patent, trademark or other proprietary rights of any third parties, whether known or unknown, at law or in equity.

“Collaboration Option”: subject to Finalis’ written approval to include following a background check of User in Finalis’ discretion, the option of a User under the “Associate” Package to switch to the “Partner” Package then offered by Finalis under an automatic and irrevocable new Subsequent Term upon such User’s execution of a fee sharing agreement or similar agreement in Finalis’ discretion with another User.

“Commission Payments”: the payment of Commissions to User and Broker Dealer pursuant to the Order Form (and, if applicable, pursuant to the applicable Tier) if a User’s Transaction, in Finalis’ sole judgment, is not an Exempt Transaction or Exempt M&A Transaction; provided, that, (i) notwithstanding anything to the contrary herein, in an Order Form or any document in connection herewith or an Order Form, the payment of Commissions to such User and Broker Dealer shall be pursuant to the Order Form (and, if applicable, pursuant to the applicable Commission Tier) in effect at the time the applicable Transaction is approved by Broker Dealer or posted on the Finalis Marketplace in the case of a Finalis Marketplace Transaction and a new Order Form and the fee terms thereunder shall not apply to such Transaction; (ii) applicable FINRA and SIPC fees shall be deducted from such gross Commissions; (iii) the payment of Commissions to Broker Dealer will be calculated with respect to Commission amounts above any Subscription Fees already paid by the applicable User during the applicable Term provided that this shall not affect Finalis’ right to deduct other fees or amounts pursuant hereto from the gross amount of Commissions; (iv) all fees hereunder applied by Finalis against Commissions shall be on the basis of the gross amount of such Commissions; and (v) the obligation of Finalis to pay User its Commission Payment shall be subject to User (1) complying with Applicable Law, the WSPs and Finalis’ Client Suitability Questionnaire and KYC and AML reviews in form and substance satisfactory to Finalis and (2) not being in breach of this Agreement.  For the avoidance of doubt, notwithstanding anything to the contrary herein, other Fees set forth herein shall not offset Commission Payments (including, if applicable, under the applicable Tier).

“Commission Tier”: the fixed percentage or agreed upon compensation, including but not limited to Commissions, Retainers, or other forms of payment, that shall be paid to Finalis upon the closing of a Transaction, under or in connection with Transaction Services or as required by Applicable Law; provided, that, the Commission Tier is determined by the terms specified in the Order Form in effect on the effective date of the Letter Agreement or agreement pertaining to the applicable compensation, and no other Order Form shall apply.

“Commissions”: any compensation paid, directly or indirectly, from any source in connection with, or as a result of, Transaction Services or a Transaction, including, without limitation, (i) Transaction-related cash, interest and non-cash compensation, whether fixed or a percentage of a Transaction; (ii) finder’s fees; (iii) securities or rights to acquire securities; (iv) rights of participation in profits, tax benefits, or dissolution proceeds, as a partner or member of an entity or otherwise and (v) Sourcing Fees, (vi) Distribution Fees, (vii) Syndicate Manager Fees, (viii) administrative fees in connection with the U.S. Citizenship and Immigration Services’ Employment-Based Immigration: Fifth Preference Program; provided, that, Finalis shall, if applicable, assess FINRA and SIPC fees on the gross value of Commissions (even if such fees are of have been assessed by another broker dealer or other Person) and each shall be subject to its prior review, approval and record-keeping; provided, further, that, Finalis reserves the right to request supporting documentation to substantiate Commissions and User shall provide it within 7 days of such request or as it becomes available.

“Confidential Information”: any information belonging to Finalis Affiliated Persons, in any form, in whole or in part, that is not generally available to the public, furnished to User or User Affiliated Person prior to, on or after the Effective Date, directly or indirectly, including but not limited to (i) the Order Form, the Fee Schedule and any attachments thereto, (ii) all agreements Finalis is a party to; (iii) the Platform; (iv) fee, pricing, commission and compensation agreements; (v) Account information; (vi) sales and distribution information, data, records, development, marketing, organizational, financial, management, administrative, production, specifications and processes presently owned or at any time in the future developed by Finalis; (vii) the identity of, and information relating to, Finalis’ customers or Finalis Affiliated Persons or Finalis Vendors and (viii) any information User or User Affiliated Persons knew, or reasonably should have known, was or is the confidential or proprietary information of Finalis, and User, on behalf of itself and User Affiliated Persons, acknowledges and agrees that neither User or User Affiliated Persons shall compete with Finalis in the use of any Confidential Information.

“Confidentiality Terms”: any Confidential Information is acknowledged by User to be proprietary information and will be maintained in a confidential manner by User; User agrees not to use, directly or indirectly, in whole or in part, any Confidential Information for any purpose except for this Agreement; User agrees to, at its expense, prevent and protect the Confidential Information, or any part thereof, from disclosure by or to any Person other than User Affiliated Persons provided that User (1) informs them of the confidential nature of the information and the terms hereof; (2) directs them to treat the Confidential Information in confidence and not to use it other than for this Agreement and (3) is responsible for the improper use of the Confidential Information (including by former User Affiliated Persons); provided, that, User shall not be subject to the foregoing restrictions where: (1) the information is now or becomes public through no violation of this Agreement or (2) the disclosure is required by Applicable Law, in which case, to the extent permitted by Applicable Law, User will promptly notify Finalis in writing and permit Finalis to seek a protective order or to take other appropriate action and User will use reasonable efforts to obtain confidential treatment of related disclosures; provided, further, that, User agrees that any breach or threatened breach of the Confidentiality Terms (which User agrees are reasonable in scope and content) may cause irreparable harm to Finalis that may be inadequately measurable or compensable in damages at law or equity, in which case Finalis may (1) seek an immediate injunction or restraining order to preclude any unauthorized disclosure or breach, without the requirement of posting a bond or other security and (2) pursue other legal or equitable remedy that may be available to Finalis.

“Control”: direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Covenants”: User, on behalf of itself and each User Affiliated Person, agrees that it and each User Affiliated Person will not, directly or indirectly, before and during the term hereof and for an indefinite period thereafter:

(a) take, support, encourage, induce or voluntarily participate in any communication, action or attempted action that would negatively comment on, disparage or call into question the business operations, policies or conduct of Finalis or a Finalis Affiliated Person, or act in any way with the respect to such business operations, policies or conduct that would likely damage the reputation or business relationships of Finalis or any Finalis Affiliated Person or their respective present or future business with any third party.
(b) (1) solicit, induce, recruit or encourage or attempt to solicit, induce, recruit or encourage a Finalis Affiliated Person or Finalis customer or consultant to terminate their relationship with Finalis or (2) induce, attempt to induce or knowingly encourage any Finalis customer or consultant to cancel, surrender, lapse or not renew any agreement with Finalis.
(c) become a competitor of Finalis with respect to the Platform or any product or service of Finalis, or become an Affiliate, director, officer, owner, part-owner, joint venturer, agent or otherwise of a competitor of Finalis with respect thereto.
(d) engage in any Unfair Competition.
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“CRD”: FINRA’s Central Registration Depository.

“Dealers”: a Person who is (a) a broker or dealer (as defined by FINRA) actually engaged in the investment banking or securities business and that has not been sanctioned by FINRA.

“Dollar”: the lawful currency of the United States of America.

“Effective Date”: with respect to each User and Firm under an Order Form, the date of such Order Form.

“Exam Date”: the date that, following the filing of a Form U4 by Broker Dealer with FINRA, User  successfully passes the FINRA qualification exams required by Broker Dealer.

“Exchange Act”: the United States Securities Exchange Act of 1934, as amended.

“ERA”: an exempt reporting advisor per applicable U.S. law, rules and regulations.

“Execute Terms”: as applicable:
(a) User agrees that only natural persons may be Representatives. Finalis will issue User a 1099 tax form naming User as a natural person, not as an entity, for compensation received hereunder.

(b) At Finalis’ discretion, on or prior to the Effective Date, each Representative shall provide Finalis in writing their legal name, date of birth and contact information and hereby authorizes Finalis to access their FINRA Web CRD records for registration considerations. If a User is a resident of the State of Nevada, User must provide Finalis their residential address to be filed as a Branch Office pursuant to FINRA Form BR for the CRD.

(c) As of the Effective Date and through to the Exam Date, Representative shall not provide Transaction Services or conduct Transactions, and, only on or after the Exam Date, shall they be permitted do so as a Representative, and they shall advise all clients and prospective clients that they are acting as a Representative of Broker Dealer. If there is more than one Representative party hereto, the obligations of the Representatives hereunder are joint and several except as otherwise provided herein. Unless otherwise agreed by the Parties in writing and consistent with Applicable Law, all Transaction Services and Transactions shall (i) occur in the United States and (ii) be performed on behalf of, and directed to, U.S. Persons.

(d) User agrees (i) to conduct through Broker Dealer the Transactions contemplated by any Letter Agreement that are required under Applicable Law to be conducted through an SEC registered broker-dealer or FINRA member and, in such case, Broker Dealer shall be the broker-dealer of record in respect of such Transactions and provide the Platform in its discretion, (ii) each Transaction conducted through Broker Dealer shall be managed by the Representative under the Letter Agreement, (iii) all billings of Success Fees in connection with the applicable Letter Agreement will be made by, and all payments of Success Fees thereunder remitted to, Broker Dealer to Broker Dealer’s Wire Instructions in Dollars without deduction or setoff of any kind and (iv) in respect of a Transaction, User agrees to make, and shall require the applicable Persons to make, such changes to any materials (including Client Information) or make disclosures to counterparties as Broker Dealer may require to comply with Applicable Law.

(e) Notwithstanding anything to the contrary herein, under a Letter Agreement or any document or agreement by and between a User and their prospective client or client, you agree that Finalis is not a party to any Letter Agreement nor does this Agreement create constructive or actual contractual privity between Finalis and you or any other party or Person under or in connection with any Letter Agreement, and under no circumstances shall this Agreement be construed to constitute a novation, amendment or other modification of any Letter Agreement. This Agreement shall control and supersede any inconsistency, conflict or ambiguity under or in connection with a Letter Agreement or any document or agreement by and between a User and their prospective client or client.

(f) Representative determines the method, details and means of the Transaction Services and conducts the Transactions subject to Broker Dealer’s supervisory controls per applicable U.S. law, rules, regulations and the WSPs, which Representative shall at all times comply with and promptly provide Broker Dealer with all information to perform its supervisory controls. User will comply with the recordkeeping provisions of the SEC and Exchange Act by facilitating email archiving with Broker Dealer’s designated service provider to include the email domain that is approved by Finalis in writing and will, in addition, furnish Broker Dealer with a contemporary copy of all written material directed to potential investors. All agreements involving a Representative that include a Success Fee or where a Transaction is contemplated must be accepted by Broker Dealer. All Success Fees shall be paid through Broker Dealer pursuant to documentation satisfactory to Broker Dealer and be subject to the fees hereunder. Transactions not involving a Success Fee must be approved by Broker Dealer in writing as a PST and shall be subject to Broker Dealer’s required documentation and the fees hereunder to include the PST Fee. Subject to prior written notice to and review by Finalis, a User may provide a fairness opinion for a Transaction if it complies with Applicable Law, is based on Finalis’ form fairness opinion and such User does not provide Transaction Services for a client on a sell-side engagement.

(g) Subject to the Cap, Representative, under the supervision of Broker Dealer, will engage in providing Transaction Services and conducting Transactions where Representative receives Commissions to be paid to Broker Dealer and then by Broker Dealer to the Representative less any Commission Payment and fees due Finalis hereunder. Unless otherwise agreed by Finalis in writing, Commissions in the form of cash shall be paid to the Representative in Dollars. A Representative engaged in an Exempt M&A Transaction shall be required to conduct such Transaction through Finalis and such Transaction shall be assessed the Supervisory Fee.

(h) User shall prepay all Administrative Fees and Subscription Fees for the applicable Term for each Representative (i) that has no license to provide Transaction Services and conduct Transactions and requires Finalis sponsorship for such licenses; (ii) that requires Finalis to submit to FINRA a license waiver on their behalf; and (iii) whose FINRA licenses were otherwise due to lapse, terminate or expire within 90 days of the Effective Date. If Retainers or Commissions are received by Broker Dealer while Administrative Fees or Subscription Fees are due or incurred, Finalis reserves the right to deduct such Subscription Fees and Administrative Fees from such Retainers and Commissions.

(i) Any Retainers processed through Broker Dealer are subject to the Commission Payments and any amounts deducted by Broker Dealer from any Retainers pursuant hereto are non-refundable in any circumstance even if a Transaction letter agreement provides that User or Representative must refund or return paid Retainers in the event of the termination of such letter agreement. If a Transaction in connection with any such Retainer closes and such Transaction contemplates such Retainer as part of the Commission in the Transaction letter agreement, Broker Dealer shall apply its Commission Payment on the net Commission for purposes of calculating the Commission Payments. In the event that any Retainers are not processed through Broker Dealer pursuant to a Transaction that contemplates such Retainer as part of the overall Commission in the corresponding Transaction letter agreement, Broker Dealer shall apply its Commission Payment on the gross Commission for such Transaction and the applicable Commission Payments will be applied on such gross Commission. Notwithstanding the foregoing, Retainers processed through Broker Dealer shall be subject to Broker Dealer’s prior review, approval and record-keeping requirements and FINRA and SIPC fees (at User’s expense and even if such fees are of have been assessed by another broker-dealer or other person) on the gross value of such Retainers.  

(j) Any expense reimbursements processed through Broker Dealer pursuant to the terms of a corresponding Transaction letter agreement are not subject to any fees hereunder; provided, that, upon request, User shall provide Finalis an itemized accounting of any such expenses.

(k) For accounting purposes, revenue to Broker Dealer hereunder will be booked on its books and records pursuant to the applicable business line and payments to applicable Users as an expense, and, if required for tax purposes, Broker Dealer will report applicable amounts payable to User on a Form 1099.

(l) If a User is engaged by a publicly-traded company or if an immediate family member is an officer, director of 10% (or more) shareholder of a publicly-traded company, such User is, and its User Affiliated Persons are, prohibited from buying or selling the securities of such company, as applicable, to include via other Persons or third parties.

(m) Finalis shall not be deemed an underwriter (as defined in the Securities Act) hereunder or for any Transaction or any documentation thereunder. Without the written consent of Finalis, User is prohibited from acting as a registered representative of any other broker dealer.

(n) A Representative may be registered with an RIA or ERA, but such registrations shall be deemed OBAs, required to be reported to Broker Dealer in writing, subject to Broker Dealer’s supervisory requirements and assessed the PST Fee.

(o) Non-cash Commissions shall be issued to Broker Dealer and then assigned by Broker Dealer to Representative net of Finalis’ Commission Payment on the gross value of such non-cash Commission, in each case in compliance with Applicable Law and pursuant to documentation satisfactory to Broker Dealer.

(q) All Persons listed on the website of the OBA of User where User is a control person of such OBA and through which such User conducts Transactions and Transaction Services must be (i) a registered representative of Broker Dealer; (ii) an NRF of Broker Dealer, (iii) solely registered with Broker Dealer (and not any other broker-dealer) except as otherwise agreed to by Finalis in writing and (iv) an individual approved by Broker Dealer in writing who satisfies an applicable FINRA licensing exemption and who is clearly listed on such website as operating in such an authorized unlicensed capacity.

(r) You agree that the Broker of Record under a Transaction letter agreement shall remain the Broker of Record in respect of such Transaction to include in the event of a Termination unless otherwise agreed to by such Broker of Record per the terms of such letter agreement.

(s) You agree to be licensed as required by Broker Dealer (i) in the state where your client is located upon execution of a Letter Agreement with such client, (ii) in the state where your client’s institutional counterparty is located upon the execution of a Transaction letter of interest or indication of interest and (iii) in the states where solicitation of natural persons occurs.

(t) You agree that Finalis may send, but shall not be required to send, a demand letter for overdue fees due to you by your client in connection with a Transaction that Finalis is a party to.

(u) You agree to communicate any matter under or in relation with this Agreement with the Principals of your Firm and OBA, including, without limitation, Principals that manage your Firm and OBA.

“Exempt M&A Transaction”: a Transaction (1) that satisfies the Consolidated Appropriations Act of 2023, as amended or supplemented, and (2) where the Broker of Record, the acquirer and the target’s principal places of business are each in an Approved State.

“Exempt Transaction”: a transaction that, in the judgment of Broker Dealer, is subject to an exemption from broker-dealer registration requirements per the latest guidance set forth by the SEC, FINRA and applicable U.S. state securities regulators.

“Family of Investment Companies”: (i) except for insurance company separate accounts, any two or more separately registered investment companies under the Investment Advisers Act that share the same investment adviser or principal underwriter and hold themselves out to investors as related companies for purposes of investment and investor services; and (ii) with respect to insurance company separate account, any two or more separately registered separate accounts under the Investment Advisers Act that share the same investment adviser or principal underwriter and function under operational or account or control systems that are substantially similar.

“Federal MRB Law”: federal laws, statutes, rules, orders, regulations and restrictions related to MRB, including the Controlled Substances Act of 1970, as amended.

“Fee Schedule”: the Fee Schedule, as applicable, provided to User by Finalis on or prior to the date hereof, a current version of which may be made available to User at  https://my.finalis.com/my-account/payments/fee-schedule, via email, or other electronic means in Finalis’ discretion.

“Fees”: in addition to the other fees due Finalis or its designee hereunder to include fees agreed to by the Parties from time to time, the Administrative Fees, Onboarding Fees, Referral Fees, Syndicate Manager Fees, Sourcing Fees, Subscription Fees, Supervisory Fee, Tail Fees, and fees associated with Chosen Transactions, each payable pursuant to the terms hereof and which shall survive the termination hereof.

“Finalis”: Finalis, Inc., and only its subsidiaries that it Controls that it designates to provide the Platform pursuant hereto.

“Finalis Affiliated Persons”: Finalis and its Affiliates, including, without limitation, Broker Dealer, and their respective officers, directors, employees, partners, agents, controlling persons, owners, advisors, contractors and other Persons, including Persons employed or contracted by Finalis or an Affiliate of Finalis that provides the Platform, including, in Finalis’ discretion, Finalis Vendors; provided, that, Finalis Affiliated Persons shall not include registered representatives of Broker Dealer, customers of Finalis or any of its Affiliates, Users or User Affiliated Persons even if engaged as an officer, director, employee, partner, agent, controlling person, owner, advisor, contractor or any other capacity; provided, further, that, “our” shall also refer to Finalis Affiliated Persons, as applicable, for all purposes hereunder.

“Finalis Website”: all web pages and subdomains owned and operated by Finalis and a part of the https://www.finalis.com website, including, but not limited to, https://my.finalis.com.

“FINRA”: the Financial Industry Regulatory Authority, Inc.

“Firm”: has the meaning set forth in the Order Form.

“Force Majeure Event”: a natural disaster, war, act of terror or aggression, actions or decrees of Authorities, communication line or internet failure, any event outside of the control of Finalis or actions or omissions of third-parties.

“Foreign Associated Persons”: A User who is a natural person domiciled outside the U.S. Territory that is an associated person (as defined in Section 3(a)(18) of the Exchange Act) of a Foreign Broker and who participates in the solicitation of Permitted Investors pursuant to this Agreement.

“Foreign Broker”: a non-U.S. Territory resident person (including any U.S. person engaged in business as a broker or dealer entirely outside of the U.S. Territory, except as otherwise permitted by Rule 15a-6) that is not an office or branch of, or a natural person associated with, a registered broker or dealer, whose securities activities, if conducted in the U.S. Territory, would be described by the definition of “broker” or “dealer” under the Exchange Act.

“Foreign Issuers”: foreign issuers of securities who engage User as a placement agent or otherwise to solicit investors in the U.S. Territory to purchase such securities; this may include entities involved in mergers and acquisitions activity.

“Holding Period”: the period of 12 months following the Tail Period.

“Impairment”: the permanent inability of the applicable User (who is a natural person Representative) to perform the essential functions of the Transaction Services.

“Initial Term”: any remaining days until the end of the month of the Effective Date of the Order Form plus 12 months thereafter, unless otherwise specified on the Order Form.

“Investment Advisers Act”: the United States Investment Advisers Act of 1940, as amended.

“Issuer”: as applicable, a Foreign Issuer or a U.S. Issuer.

“Issuer Information”: (i) all material facts regarding the Transaction; any offering document, marketing materials and other documents prepared by the Issuer in connection with the Transaction or intended to be completed by Permitted Investors in connection therewith; (ii) all information necessary for Broker Dealer to complete KYC and AML verifications; (iii) information concerning the business and financial condition of each Transaction and Issuer for which User or User Affiliated Persons perform Transaction Services and as Broker Dealer may request in its discretion; and (iv) all facts required to effectively service an Issuer, understand the authority of each Person acting on behalf of an Issuer and comply with Applicable Law.

“Issuer Representations”: the following representations and warranties from an Issuer and the express agreement by such Issuer that Broker Dealer will be an intended third-party beneficiary of the Issuer Representations: (a) that the Issuer Information does not contain any untrue statement of fact or omit to state a fact necessary to make the statements therein not misleading; (b) that if the Issuer becomes aware of any fact that would render any Issuer Information untrue, incomplete or misleading, the Issuer will promptly notify User and Broker Dealer in writing of such fact; and (c) that the Issuer will inform User and Broker Dealer in writing of any changes in the business and operations of the Issuer.

“KYC”: “know your customer” verifications required by Applicable Law.

“Lead Party”: the Person (who may be a Representative) that is engaged by clients in connection with a Transaction pursuant to a signed letter agreement.

“Letter Agreement”: each letter agreement, as applicable, (a) by and between the applicable User(s) and their client (who may be an Issuer) and/or (b) by and between Finalis and the applicable User’s client (who may be an Issuer), in each case in respect of a Transaction.

“Losses”: collectively, losses, liabilities, Claims, causes of action, penalties, interest, fees, costs, premiums, deductibles and expenses, including any fees, costs and expenses of legal counsel arising under or in connection with any Claim.

“Major U.S. Institutional Investors”: as defined in Rule 15a-6.

“Material Breach”: (a) in respect of each User and User Affiliated Person: (i) fraud; (ii) material breach of any term, covenant or representation in this Agreement; (iii) violation of Applicable Law or the WSPs; (iv) background checks with a negative finding, (v) civil judgments or criminal activity; (vi) actions leading to statutory disqualification; (vii) failure to pay fees due hereunder; (viii) if User is a prospective Representative, failure to exercise best efforts to file a Form U4 with FINRA within 20 days of the Effective Date; (ix) if User is a Representative, failure to pass the FINRA SIE and Series 63 exams prior to completing Finalis’ onboarding process; (x) if User is a Representative, failure to pass within 120 days of the Effective Date the FINRA qualification exams required by Broker Dealer; and (xi) providing false or misleading information to a Finalis Affiliated Person; (b) suspension or termination of User’s licenses; (c) any circumstance that, in Finalis’ sole discretion, would materially adversely affect Finalis’ relationship with User; and (d) unauthorized use, disclosure or distribution of the Fee Schedule or fees hereunder.

“Member Program”: User agrees to participate in occasional product feedback sessions with us, surveys regarding the Platform and referral calls from our customers, prospective customers and investors.

“MRB”: “marijuana” as defined in 21 U.S.C. 802(16), as amended.

“MRB Activities”: the business of possessing, storing, cultivating, manufacturing, processing, labeling, distributing, transporting, selling and/or testing MRB and/or its byproducts and/or any product containing MRB and/or its byproducts.

“MRB Services”: conducting business with any Person and/or entity engaged in MRB Activities.

“MRB Party”: a client, deal, transaction, customer or otherwise that is directly or indirectly engaged in MRB Activities and/or provides MRB Services.

“MRB Terms”:

(a) User shall only use an agreement template provided by Finalis for MRB Services engagements and shall pay Finalis for all fees and expenses in connection with Finalis’ diligence of the parties to such agreement.

(b) in addition to User’s indemnification of Finalis Affiliated Persons elsewhere herein, User hereby indemnifies, holds harmless, shall pay and reimburse Finalis Affiliated Persons against all Losses, direct or indirect, as they are incurred by any of them (and this indemnity shall survive any termination hereof) (1) arising under or relating hereto, a Transaction, or any action or inaction taken by them herewith and (2) due to User’s violation of Federal MRB Laws and/or Non-Federal MRB Laws relating to or resulting from the MRB Services and/or MRB Activities.

(c) User represents and warrants and covenants with Finalis that it has verified and shall verify that MRB Parties (i) maintain in good standing approvals required under Non-Federal MRB Laws to conduct business; (ii) comply with (x) federal and/or national (non-U.S.) laws (other than Federal MRB Laws); (y) Non-Federal MRB Laws; and (z) federal, state, provincial, municipal, and local tax laws.

(d) User shall promptly notify Finalis of any actual or threatened notice received by any MRB Party from any Authority alleging a violation of any Federal MRB Laws and/or Non-Federal MRB Laws, and shall furnish Finalis information and access it requests in relation thereto.

(e) User for itself and User Affiliated Persons agrees (1) that neither User nor User Affiliated Persons (i) makes, will make and shall be deemed to make and have made any representation or warranty regarding the compliance of this Agreement (or in any document in connection with the transactions contemplated hereby) with any U.S. federal laws, civil, criminal or otherwise, as such relate, directly or indirectly, to the cultivation, harvesting, production, distribution, sale and possession of MRB and/or Federal MRB Laws, (ii) shall have any right of rescission or amendment arising out of or relating to any non-compliance with Federal MRB Laws unless such non-compliance also constitutes a violation of applicable state or commonwealth law with respect to MRB and (iii) shall seek to enforce this Agreement in a U.S. federal court unless and until the Parties have reasonably determined that applicable Non-Federal MRB Laws with respect to MRB are compliant with Federal MRB Laws; (2) that the transactions hereunder do not violate public policy; and (3) to waive illegality as a defense to Claims hereto.

(f) User agrees that neither Finalis nor any Finalis Affiliated Person is violating, intends to violate, or aid, abet or otherwise facilitate the violation of, Federal MRB Laws and/or Non-Federal MRB Laws as a result of this Agreement.

“NDA”: any non-disclosure, confidentiality or similar agreement, as modified.

“Non-Federal MRB Laws”: all state, provincial, municipal, and local laws, regulations and restrictions related to MRB.

“NMA”: User’s new member application submitted to FINRA.

“NRF”: a Non-Registered Fingerprint Person pursuant to applicable FINRA rules.

“OBA”: (a) each Firm (including the d/b/a for such entity) and (b) conduct described in FINRA Rule 3270; provided, that, notwithstanding anything to the contrary herein, User, on behalf of itself and their respective OBAs, agrees that each OBA of User affiliated with Finalis shall at all times be deemed a Firm hereunder and party hereto and that there shall be no need to amend this Agreement to admit each new User OBA as a party hereunder.

“Offering”: a certain offering and sale of securities managed by Finalis and/or one or more of its Affiliates in accordance with this Agreement and Applicable Law.

“Onboarding Fees”: amounts charged by Finalis for the onboarding of each User, intended to cover the internal costs associated with the onboarding process of such Representative.

“Opt Out Period”: the period of time set by Finalis in connection with any Package or otherwise agreed to by Finalis in writing during which a User may exercise the Opt Out Right.

“Opt Out Right”: a User’s option to terminate this Agreement during the Opt Out Period.

“Order Form”: an ordering document or physical, electronic or online order between User and Finalis, as applicable, and any amendment, joinder, attachments and modifications thereto.

“Originator”: Finalis, User, User Affiliated Person or a user of the Platform, as applicable, who identifies and brings to the attention of a Beneficiary a potential Transaction, and, if applicable, who collaborates with the Beneficiary in pursuing and executing such Transactions.  

“Packages”: the pricing packages set forth from time to time on the Finalis Website.“Parties”: Finalis and each User signatory to an Order Form.

“Payments Product”: at Finalis’ discretion, (a) FINRA Series 27-licensed Finalis Affiliated Persons that provide financial and operations principal services to User (who shall be a non-sanctioned FINRA broker-dealer) to comply with applicable FINRA rules and regulations and/or (b) payments of Transaction-related compensation by Finalis to Persons in accordance with Applicable Law and net of compensation due Finalis hereunder.

“Payment Terms”: notwithstanding anything to the contrary herein, (a) Finalis shall have no obligation to place any amounts received by Finalis on behalf of a User or User Affiliated Person in an interest-bearing account, and, if it does, any interest accrued shall be to the benefit of and be paid to Finalis; (b) Finalis shall have no liability to User or a User Affiliated Person (i) for circumstances beyond Finalis’ control that prevent a transaction or payment, (ii) for the inability or lack of care of any financial institution or third-party, including those that Finalis uses or engages, to collect or process checks or transfer Commission Payments or non-cash Commissions or compensation, (iii) for Finalis not inspecting a check; (iv) for any failed transaction or payment, (v) if Finalis refuses a transfer or payment, or any part thereof and (vi) for any disclosure of Account information to third parties.

“Person”: an individual, a partnership, a corporation, a limited liability company, an association, a joint stock company, a trust, a joint venture, an unincorporated organization and any Authority or any department, agency or political subdivision thereof.

“Platform”: the applications, artificial intelligence, contents, documents, events, features, forms, functionalities, information, interfaces, models, products, programs, services, support, systems, templates, tools, workflows and websites made available, provided or used by Finalis from time to time in its discretion to include through the Finalis Website, which may include the Finalis Hub™ (“Finalis Hub” is a service mark of Finalis, Inc.), the Finalis Marketplace, Finalis Insights, the Chaperoning Product, Connect Product, Finalis Capital Introduction, Finalis Connect, Finalis Syndicate Network Management, Payments Product, Outside Broker Dealer Product any other websites or application programs through which Finalis makes its products and services available, including updates to each from time to time.

“Platforn Terms”: the Finalis Platform Terms located at https://www.finalis.com/.

“Principals”: officers, management team and other personnel responsible for the management and operations or control of the Firm and/or OBA, as applicable.

“Privacy Policy”: Finalis’ Privacy Policy located at https://www.finalis.com/privacy.

“PST”: conduct described in FINRA Rule 3280.

“PST Fee”: (1) applicable FINRA and SIPC Fees and (2) a Finalis administrative processing fee.

“Publishers”: third parties that may upload information to the Platform.

“Referral”: any Person, with whom User had no pre-existing relationship, referred directly or indirectly to User by a user of the Platform.

“Referred Person”: a Person, with whom User had no pre-existing relationship, referred directly or indirectly to User by Finalis.

“Retainers”: retainer fees payable to a User in connection with a Transaction and/or Transaction Services.

“Retirement”: a User’s (who shall be a natural person Representative) permanent retirement and/or withdrawal from the brokerage industry.

“Representative”: as applicable, (a) a duly-licensed registered representative of Broker Dealer (who shall be a “User” hereunder and a natural person and not an entity) pursuant to a Form U4 filed with FINRA under its registration with FINRA; and/or (b) a registered representative of User’s broker-dealer pursuant to a Form U4 filed by User with FINRA.

“RIA”: an investment adviser firm regulated by U.S. Territory Applicable Law.

“Risk Based Adjustment Fee”: a percentage of Commissions, as set forth in the Fee Schedule and in addition to any other amounts payable to Finalis hereunder, that shall be applied to Commissions and be payable to Finalis for Transactions that Finalis in its discretion deems to be high-risk or require heightened scrutiny, including, but not limited to, Transactions involving cryptocurrency, blockchain technologies, token offerings, MRB, gambling or financial services and Transactions involving Persons from jurisdictions deemed by Finalis in its discretion to be high-risk or requiring heightened scrutiny due to regulatory, economic, and/or political reasons.

“Rule 15a-6”: the safe harbor set forth in Rule 15a-6 under the Exchange Act.

“SEC”: the U.S. Securities and Exchange Commission.

“Secondary Party”: the user of the Platform collaborating with the Lead Party in the co-brokerage of a Transaction.

“Securities Act”: the Securities Act of 1933, as amended.

“SIPC”: the Securities Investor Protection Corporation.

“Sourcing Fee”: the Sourcing Fee set forth in the Fee Schedule on any amounts payable to User, Finalis or Broker-Dealer, as applicable, in each case on User’s behalf, for Referrals, Referred Persons who are not Representatives, Transaction Services or Transactions sourced through the Platform or directly by Finalis.

“Special Terms”: terms expressly designated as “Special Terms” in an Order Form among the Parties; provided, that, such Special Terms shall apply only to (a) the Order Form in which they are included and for a term of 12 months as of the date thereof unless otherwise specified in the Order Form, and such Special Terms shall not apply to past or future Order Forms unless otherwise agreed in writing by Finalis; and (b) Transactions executed under the initial term of the applicable Order Form and, if expressly stated in such Order Form, any Subsequent Term, but shall not govern any Transaction executed under a different or new Order Form.

“Subscription Fee”: the fee paid as set forth in the Order Form for each User in the amount set forth in the Order Form for the Initial Term and in an amount in Finalis’ discretion for each Subsequent Term.

“Subsequent Term”: a term of 12 months, unless otherwise specified on the Order Form.

“Success Fee”: any concessions, commissions, compensation, discounts, fees or other allowances from any source, in connection with, or as a result of, a Transaction or Transaction Services required to be paid through an SEC registered and FINRA member broker-dealer pursuant to Applicable Law, including, without limitation, (i) Transaction-related cash, interest and non-cash compensation, whether fixed or a percentage of a Transaction; (ii) finder’s fees; (iii) securities or rights to acquire securities; (iv) rights of participation in profits, tax benefits, or dissolution proceeds, as a partner or member of an entity or otherwise and (v) administrative fees in connection with the U.S. Citizenship and Immigration Services’ Employment-Based Immigration: Fifth Preference Program; provided, that, each shall be subject to Finalis’ prior review, approval and record-keeping; provided, further, that, Finalis reserves the right to request supporting documentation to substantiate Success Fees and User shall provide it within 15 days of such request or as it becomes available; provided, further, that, unless otherwise agreed by Finalis in writing, non-cash Success Fees shall be issued to Finalis by User for no additional consideration, in the name of Finalis, pursuant to documentation acceptable to Finalis which shall include indemnification of Finalis acceptable to Finalis, and User hereby consents to Finalis’ transfer in its discretion of all or part of such non-cash Commission to a Representative.

“Supervisory Fee”: the Supervisory Fee in the Fee Schedule to be paid to Broker Dealer in lieu of the Commission Payment from a gross Commission of a User’s Transaction where that User is the Broker of Record that, in Broker Dealer’s judgment, is an Exempt Transaction or Exempt M&A Transaction; provided, that, (i) a User who is not a Representative engaged in an Exempt M&A Transaction shall not be required to conduct such Transaction through Finalis, but if they agree with Finalis in writing to do so, the gross Commission for such Transaction shall be assessed the Supervisory Fee; (ii) if a Supervisory Fee is not specified in the Order Form, the applicable Commission Payment from a gross Commission of a User’s Transaction shall apply; (iii) the Supervisory Fee shall not be deducted or counted against any compensation due Finalis hereunder including any Commission Payment; and (iv) notwithstanding anything to the contrary herein, in an Order Form or any document in connection herewith or an Order Form, the Supervisory Form shall be the one set forth in the Order Form or similar document between the Parties in effect at the time the applicable Transaction is approved by Broker Dealer or posted on the Finalis Marketplace in the case of a Finalis Marketplace Transaction and the fee terms under a new Order Form or such similar document shall not apply to such Transactions.

“Tail Fee”: the Tail Fee in the Fee Schedule to be paid to Broker Dealer during the Tail Period of Commissions received by a succeeding FINRA member broker-dealer for User Transactions approved by Broker Dealer and assigned to such succeeding broker-dealer. If no Tail Fee is defined in the Fee Schedule, then the Tail Fee shall be equal to the Commission Tier.

“Tail Period”: as applicable, (i) for Transactions approved by Finalis during a Term where a User is the Broker of Record but which was not sourced from the Finalis Marketplace, a period of 3 months following the date of assignment of such Transaction to a succeeding FINRA member broker-dealer or its termination, as applicable, and (ii) a period of 24 months following the termination hereof for Transactions where (A) User is not the Broker of Record but is entitled to compensation under a fee sharing agreement with another user of the Platform, (B) User is the Broker of Record on a Transaction that was sourced from the Connect Product or (C) User is the Broker of Record on a Transaction that was not sourced from the Finalis Marketplace and Finalis directly or indirectly introduced the Referred Person.

“Termination”: the termination of the non-Finalis employment or contractual agreement of a User (who is a Representative) with their OBA through which they provide Transaction Services.

“Term”: as applicable, the Initial Term and each Subsequent Term.

“Terms”: collectively, the Terms of Service, Platform Terms and the Privacy Policy.

“Terms of Service”: the Finalis Terms of Service located at https://www.finalis.com/platform-disclaimers?terms-of-service.

“Tier”: the breakpoint for Commission Payments to a User (and if applicable, a Representative) and Broker Dealer set forth in the Order Form determined, if applicable, by the aggregate Representatives’ and Foreign Associated Persons’ affiliated with a User (inclusive of all such Representatives and Foreign Associated Persons of User) gross production during the applicable, successive 12-month periods following the Effective Date.

“Transaction Information”: information provided by, as applicable, User, User Affiliated Person, Representative or Transaction parties or on their behalf, or that is reviewed by or discussed with such parties.

“Transaction Services”: services permitted by Applicable Law and the WSPs provided by, as applicable, User, Representative, User Foreign Associated Persons or Finalis to include through Finalis, a Finalis Affiliated Person or the Platform.

“Transaction”: as applicable, (a) a Finalis Marketplace Transaction, (b) an Exempt Transaction, (c) an Exempt M&A Transaction, (d) a Syndicate Transaction; (e) a transaction in securities for the account of others (including primary and secondary offerings) in the context of private placements under the Securities Act conducted by, as applicable, User or a Representative or Foreign Associated Person affiliated with a User and/or a User through Finalis as the broker-dealer thereunder pursuant to this Agreement; (f) an Acquisition Transaction and (g) any type of transaction under or in connection with a Letter Agreement conducted through Broker Dealer; provided, that, in each case, Finalis agrees with, as applicable, User and/or their prospective client or client in writing to accept such Transaction, which Transaction shall be subject to this Agreement, any other terms and conditions required by Finalis, Finalis’ prior review, approval, record-keeping requirements and applicable Fees; provided, further, that,  for purposes of this definition, "Transaction" shall include all phases of a Transaction including the closing and any subsequent closings or payments related to a Transaction, regardless of whether the payments are structured as post-closing fees or otherwise.

“Unfair Competition”: the sale or unauthorized use or disclosure, directly or indirectly, of any Confidential Information of Finalis by any means whatsoever.

“U.S. Issuer”: an issuer of securities in the U.S. Territory who engages Broker Dealer as a placement agent or solicits investors in the U.S. Territory to purchase such securities; this may involve entities involved in mergers and acquisitions activity.

“U.S. Institutional Investor”: as defined in rule 15a-6(b)(7) under the Exchange Act and in Finalis’ WSP.

“U.S. Persons”: as defined in the Securities Act.

“U.S. Territory”: the territory of the United States of America.

“User”: as applicable, (a) if an individual accepts this Agreement, such individual (who, if applicable, shall be, if applicable, a “Representative” or “Foreign Associated Person” hereunder, as applicable), (b) if an individual accepts this Agreement on behalf of a legal entity, such entity (which, if applicable, shall include each Firm) and (c) an Authorized User; provided, that, a Person may become a User by signing a joinder (or similar agreement) to an Order Form with Finalis whereby such Person agrees to be a User and be bound by the terms hereof, subject to any terms set forth in such joinder (or similar agreement); provided, further, that, a User may not be, absent Finalis’ prior written consent, an employee, director, officer, agent, consultant, representative, partner, advisor, management, owner, part-owner equity holder or a Foreign Associated Person of a competitor of Finalis or of an Affiliate or subsidiary of a competitor of Finalis; provided, further, that, “you” and “your” shall also refer to User for all purposes hereunder.

“User Acknowledgement”: User’s agreement hereby and with the Terms and to Finalis’ right to provide the Platform from locations, and/or through the use of Vendors and agents worldwide.

“User Affiliated Persons”: collectively, Representatives, principals, employees, consultants, directors, partners, contractors, officers, agents, representatives, advisors, management, equity holders, executors, administrators, assigns and authorized Persons of User and of their respective OBAs as well as the Authorized Users, Representatives, NRFs and Foreign Associated Persons of each User.

“User Data”: any data, information or other materials submitted, uploaded, posted or sent by User or a User Affiliated Person to, through or in connection with the Platform, a Finalis Affiliated Person or a Finalis Vendor.

“User Default”: Finalis’ performance of any of its obligations under this Agreement being prevented or delayed by an act or omission by User or a User Affiliated Person or the failure by User or a User Affiliated Person to perform any obligation under this Agreement.

“User-Generated Content”: content featured, displayed, communicated, transmitted, created or uploaded by User, a User Affiliated Person or a third party through the Platform or via a Finalis Affiliated Person or a Finalis Vendor; provided, that, User agrees that User (a) is solely responsible for the content of, and for any harm resulting from, any User-Generated Content, regardless of its form; (b) will only submit User-Generated Content that it owns or otherwise controls all of the rights to or for which it has rights to post and that such content is accurate; (c) will comply with any third-party licenses relating to such User-Generated Content and the use of such content does not violate this Agreement or Applicable Law and will not cause injury to any Person or entity; and (d) will indemnify, hold harmless, pay and reimburse Finalis Associated Persons for all Losses, as they are incurred by any of them, and Claims from content you supply; provided, further, that, Finalis is not responsible for any public display or misuse of User-Generated Content, it and its sublicensees have the right (but not the obligation) to use the name that you submit in connection with such User-Generated and Finalis and its sublicensees may refuse or remove any User-Generated Content that, in their discretion, violates this Agreement or Applicable Law.

“User Obligations”: User shall:

(a) obtain licensure before providing applicable Transaction Services and conducting Transactions, consult with Finalis regarding changes in Transaction Services that require different licenses and promptly inform Finalis in writing of events that may require licensure.

(b) keep their licenses in good standing and maintain appropriate licensure as required by Applicable Law. (c) promptly notify Finalis in writing of any order, action or notice (and provide Finalis copies thereof) that involve their activities or would affect their ability to offer the Transaction Services, conduct Transactions or use the Platform and cooperate with any Finalis inquiry.

(d) comply with, and ensure that Transaction Services and Transactions comply with, Applicable Law, which obligation is not subject to any of Finalis’ obligations under this Agreement, and ensure that all activities in non-U.S. jurisdictions are conducted in compliance with the Applicable Law of such non-U.S. jurisdictions as if such activity were done in the U.S. Territory regardless of a U.S. Territory Authority’s jurisdiction to govern such activity.

(e) promptly notify Finalis of any development involving User, Representatives or their clients, the Transaction Services or a Transaction that impacts the Platform or Finalis’ delivery of the Platform. (f) ensure Commissions, Success Fees and other compensation required by Finalis or Broker Dealer to be paid to Finalis or Broker Dealer or their respective designee are so paid.
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(g) not, directly or indirectly, provide Transaction Services or conduct Transactions without Finalis’ prior written approval, and require that Transaction documents state that Finalis has not conducted diligence nor is endorsing investments thereunder, that any and all securities offered under such documents are offered through Broker Dealer and that Broker Dealer is the only broker-dealer of record thereunder.

(h) take all actions requested by Finalis and provide Finalis with all information in connection with Finalis' exercise of supervisory and regulatory responsibility in connection with Transactions and Transaction Services, including compliance with Broker Dealer’s WSPs, and communicate such WSPs and Applicable Law to User Affiliated Persons in writing.
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(i) keep records up to date per Applicable Law, including on a Form U4, if applicable. (j) refrain from engaging in Transaction Services or Transactions involving Commissions that are not conducted through Broker Dealer or pre-approved by it as PSTs.

(k) consult Finalis regarding any event implicating the Transaction Services, a Transaction and the Platform.
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(l) review with Finalis progress with, and permit the inspection of, all work accomplished or in progress in connection with any business relationship as required by Finalis.
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(m) immediately notify Finalis of any event or condition that would make or threaten to make them ineligible to provide Transaction Services, conduct Transactions or receive Commissions and cease all activity until Finalis determines to be appropriate in its sole discretion.

(n) ensure that any indemnification it receives pursuant to any engagement or letter or other document in connection with a Transaction or Transaction Services includes Finalis as an indemnified party in no less than equal measure as such indemnification.

(o) take all actions to ensure that all necessary consents of the Issuers of securities to be sold in Transactions have been obtained by Finalis.

(p) submit to Broker Dealer written notices describing all business activities outside the scope of the relationship with Broker Dealer, as described in FINRA Rule 3270 and FINRA Rule 3280, for Finalis’ assessment, which written notice must comply with applicable FINRA rules and regulations and Broker Dealer’s WSPs.

(q) not participate in any OBA or PSTs, directly or indirectly, and not affiliate their OBA with a broker-dealer that is not Broker Dealer without Finalis’ prior written approval.
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(r) promptly notify Finalis in writing following a Termination.

(s) for Transactions involving a Representative who affiliates with a new FINRA broker-dealer and assigns such Transaction to such new broker-dealer, User shall require that any agreement regarding such Transaction assignment require that such new broker-dealer pay Finalis any and all compensation due Finalis in connection with such Transaction under this Agreement.
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(t) cooperate with Finalis in all matters relating to the Platform.
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(u) promptly provide Finalis any and all information concerning its business or affairs and access to any and all information to enable Finalis to provide the Platform.
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(v) ensure that any information supplied to Finalis by User, a User Affiliated Person or a third party at User’s request are true, fair, accurate and not misleading and do not omit any facts, matters or information, and if anything occurs to render such facts, matters or information untrue, unfair, or misleading, User shall promptly notify Finalis in writing.

(w) promptly, and without charge, provide all reasonable assistance required by Finalis to enable Finalis to provide the Platform pursuant to this Agreement.
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(x) provide prompt notice (time being of the essence) to Finalis (1) with respect to any Transaction, (2) a letter of intent, memorandum of understanding, term sheet or the effective equivalent, or the receipt or submission of an inquiry, indication of interest or offer (in each case whether written or oral) for a Transaction (an “Indication of Interest”) and (3) any closing documents or instruments executed in connection with a consummated Transaction (a “Closing Document”, which notice shall include a description of the Transaction, the material terms of such Indication of Interest and/or Closing Documents; provided, further, you hereby irrevocably designate and appoint Broker Dealer as your authorized agent to receive such information and documents notwithstanding the terms of any NDA that you and/or any User Affiliated Person are a signatory (and Finalis shall have no liability therewith or be required to comply with such NDA and Finalis shall be indemnified as set forth herein in connection therewith).
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(y) submit, process and conduct all eligible Transactions through the Platform, refraining from bypassing the Platform to avoid fees hereunder; and, further, User acknowledges and agrees that the Platform is the required medium for Transactions, and failure to adhere to this covenant may result in forfeiture of Commission fees payable to User hereunder.
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(z) ensure all transactions entered in the Platform are accurate, complete and reflective of all transactions; and, further, User shall refrain from omitting any transactions from the Platform, ensuring that all transactions are properly reported in the Platform to maintain the integrity of transaction data.
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(aa) provide Finalis and maintain in the Platform accurate and up-to-date contact information, including all professional email addresses, social media profiles, phone numbers, and text message records, to facilitate efficient supervision and compliance with Applicable Law and this Agreement; and, further, User agrees to cooperate in ensuring the completeness of their data necessary for proper Transaction supervision and receipt and payment of fees hereunder.
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(ab) (i) conduct all business-related communications concerning the Transaction Services, Transactions or the Platform solely through communication systems that have been approved in writing by Finalis; (ii) immediately notify Finalis in writing of, and forward to Finalis copies of, any business-related communication that has occurred through an unapproved channel; and (iii) implement and enforce policies and technological controls reasonably designed to prevent, detect and remediate off-channel communications by User and all User Affiliated Persons.
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“User Representations and Warranties”: User, on behalf of itself and each User Affiliated Person, represents and warrants to Finalis the below representations and warranties throughout the Term and shall promptly notify Finalis in writing of any deviation thereof:

(a) User has the power and authority to bind User and, as applicable, its User Affiliated Persons to this Agreement and each shall be bound by the terms and conditions of this Agreement as if they were a party hereto.
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(b) Neither User nor any User Affiliated Person is a competitor or an Affiliate or subsidiary of a competitor of Finalis or any of Finalis’ Affiliates.
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(c) User will use information provided to and by Finalis and conduct its activities under this Agreement, the Transactions and Transaction Services in compliance with Applicable Law.

(d) (i) User is under no contractual restriction or obligation which is inconsistent with the execution of this Agreement, the performance of their duties hereunder or the other rights of Finalis hereunder; (ii) User’s independent contractor relationship with Finalis is acceptable and consistent, in all respects, with the performance of any other unrelated contractual obligations; (iii) the execution and performance hereof is not inconsistent with, and will not violate, any policies or procedures of any other Person applicable to User; and (iv) User’s execution hereof and the performance of its duties hereunder in no way conflicts with any covenant between User and any third party.

(e) User is not providing Finalis information that is confidential or proprietary of any other Person or the receipt of which may result in any new obligation or liability upon Finalis.

(f) User is, and at all times has been, in compliance with Applicable Law.

(g) Neither User nor its User Affiliated Persons are subject to the Bad Actor Rules, and User shall furnish Finalis and applicable Issuers a written description of any Disqualifying Event which shall be promptly provided by User to investors prior to their participation in Transactions.

(h) There is no action, proceeding or investigation pending or threatened against or affecting User or any User Affiliated Person before any court, arbitrator, agency or Authority.

(i) Finalis may assume that any instruction, notice or request (however communicated) is authorized by, as applicable, User or a User Affiliated Person, and User shall indemnify, hold harmless, pay and reimburse Finalis Affiliated Persons pursuant to the indemnification terms hereof for all Losses resulting from its response to such instruction, notice or request.

(j) User is not and shall not market themselves or User Affiliated Persons under different logos or firms and, if so required by Applicable Law, shall require User Affiliated Persons to obtain and maintain applicable licenses in good standing.

(k) User and User Affiliated Persons shall promptly repay or refund any amounts under and in connection with a Transaction if so required to be repaid or refunded and shall promptly indemnify Finalis Affiliated Persons for all Losses pursuant to the indemnification terms hereof if they are obligated to return, refund or pay in connection therewith irrespective of any amounts payable to User or User Affiliated Persons hereunder.

(l) User and each User Affiliated Person is a sophisticated professional who is able to independently assess the merits of Finalis, this Agreement and each Transaction.

(m) Neither User nor any of their User Affiliated Persons has filed any claim, complaint, or action of any kind against Finalis or any Finalis Affiliated Person with any Authority.

(n) User and each of their User Affiliated Persons has received all compensation due to them from Finalis, as applicable, through and including the date hereof and does not anticipate any additional compensation for activities occurring before the date hereof.

(o) Neither User nor any of their User Affiliated Persons has engaged in and is not aware of any unlawful conduct of any of them relating to Finalis or Finalis Affiliated Persons.

(p) User and each of their User Affiliated Persons has complied with the terms of any prior agreement by and between any of them and Finalis, including, as applicable, a Master Services Agreement and Registered Representative Agreement, and acknowledges and agrees that they shall continue to be subject to the terms of such agreements, as applicable.

(q) User and User Affiliated Persons, as applicable, represents and warrants that they are an Accredited Investor and acknowledges and agrees with the Accredited Investor Certification.

“Vendors”: Finalis’ third-party providers.

“Wire Instructions”: all Success Fees are required to be delivered to the bank account designated by Finalis.

“WSP” means Broker Dealer’s manual of written supervisory procedures, as amended.

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Annex A Chaperoning Product
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1. Rule 15a-6

This Agreement, together with the Order Forms and any other agreements entered into by the parties from time to time (collectively, the “Agreements”), governs the terms and conditions under which Finalis provides services to the Firm and its Users. Each annex identified by title and attached hereto (each, an “Annex”) is incorporated by reference and applies in full to the extent the corresponding service is enabled, accessed or used by User (or any User Affiliated Person), or is required by Applicable Law.

“Chaperoning Product”: subject to Broker Dealer’s sole discretion, the following services performed by Broker Dealer for User for Transactions solely under Rule 15a-6: (a) recording Transactions for Permitted Investors (provided that, except for compensation received by Broker Dealer on behalf of such User in respect of such Transactions, Broker Dealer shall not receive, deliver or safeguard funds and/or securities issued by Issuers to Permitted Investors against payment delivered to the applicable Issuer); (b) maintaining required books and records for such Transactions effected pursuant to this Agreement; and (c) maintaining a written record of information and consents required for User’s activities pursuant hereto with Permitted Investors and providing such records to the SEC upon User’s written request.

“Chaperoning Terms”: User, on behalf of itself and its User Affiliated Persons, agrees that:

(a)     each Foreign Associated Person that facilitates private security investments through activities conducted outside the U.S. Territory wish to avail themselves of the safe harbor under Rule 15a-6 to allow such Foreign Associated Persons to market Transactions on behalf of Issuers to Permitted Investors without registering as a broker-dealer in the U.S. Territory. Broker Dealer agrees to act as chaperoning broker-dealer to such Foreign Associated Persons under Rule 15a-6 for their Permitted Activities. Notwithstanding anything to the contrary herein, User agrees that such Transactions shall not include, nor will Permitted Activities involve, nor will User engage in activities beyond the scope of Broker Dealer’s regulatory approvals, and Broker Dealer shall not be required to provide any services in connection with public securities.

(b)    Subject to Broker Dealer’s discretion, Broker Dealer agrees to perform the Chaperoning Product which User agrees only offer a safe harbor pursuant to Rule 15a-6 through which User may exercise an exemption from U.S. federal broker-dealer registration requirements and does not extend to any U.S. state law broker-dealer registration or similar exemptions from such state requirements. User agrees that, with exception to compensation due to User pursuant to this Agreement, Broker Dealer will not carry customer accounts, extend credit or margin to any Permitted Investor or hold funds, securities or other property on behalf of Permitted Investors.

(c)    User agrees to conduct all activities under this Agreement in accordance with the terms and conditions of the Permitted Activities.

(d) User affirms that each of the following representations and warranties is true and correct as of the Effective Date and throughout the Term and agrees that it will promptly notify Finalis in writing and discontinue any activity pursuant to this Agreement if any such representations and warranties becomes untrue:
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(i)  User has all requisite authority under Applicable Law or the laws and regulations of any national securities association or exchange to which it is subject, and has taken all requisite action, to enter into this Agreement;
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(ii)  User is in compliance and will remain in compliance with the net capital, customer protection and financial reporting requirements of every foreign securities association or exchange and securities clearing agency of which User is a member, and every Authority to which it is subject; and

(iii) All conduct of each User Foreign Associated Person in the U.S. Territory shall constitute only Permitted Activities(iv) User and each Foreign Associated Person have not contacted, and will not contact, solicit, market to, or otherwise communicate with, any person in the United States other than a Permitted Investor in connection with any Transaction or Permitted Activity.

(e) User, on behalf of itself and its User Affiliated Persons, agrees that, in order to perform the Chaperoning Product, Finalis shall rely upon User’s performance of the following duties as a condition to Finalis’ performance of its duties and obligations under this Agreement:

(i) User shall provide Broker Dealer with all onboarding documentation required of User and its Foreign Associated Persons to include as specified in Rule 17a-3(a)(12) of the Exchange Act, all information regarding any sanctions, expulsion, suspension, denial of privileges, registration revocation or conviction (including conviction of acts substantially equivalent to those listed in Section 15(b)(B) to (E) of the Exchange Act) imposed upon User or its Foreign Associated Persons by U.S. or foreign securities regulators (including statutory disqualification under the Exchange Act), Authorities, exchanges or associations, and any other information about User and its Foreign Associated Persons that Broker Dealer may request.

(ii) In order to enable Broker Dealer to fulfill investigative functions mandated by Applicable Law, User will furnish Broker Dealer with all Issuer Information.

(iii) User shall provide Broker Dealer with the activity reports and materials and in the regularity that Broker Dealer shall establish based on User’s intended or actual business activities in the U.S. Territory, including Permitted Visits meeting participants, locations and dates and copies of reports and materials distributed within the U.S. Territory.

(iv) User shall ensure that any securities offered hereunder have not been and will not be registered under the Exchange Act.

(v) User shall inform prospective investors within the U.S. Territory that securities are being offered and sold under the exemption from the registration requirements of the Exchange Act and Securities Act for non-public offerings, and User shall clearly identify Broker Dealer as the chaperoning broker-dealer on documents to Major U.S. Institutional Investors and provide U.S. recipients with such disclaimers as Broker Dealer requests.

(vi) User shall require U.S. purchasers to execute and deliver such representations, warranties and covenants as Broker Dealer requests as a condition of purchase of securities in connection with a Transaction.

(vii) Transactions shall be on a delivery versus payment received / received versus payment basis and neither User nor Broker Dealer shall extend credit or margin to such customers or hold securities or other property on behalf of such customers.

(viii) User will obtain from each Issuer and promptly cause to be furnished to Broker Dealer the Issuer Information with respect to a Transaction subject to this Agreement. User will obtain the Issuer’s permission to disclose the Issuer Information to Broker Dealer. User will disclose to each Issuer the chaperoning relationship between User and Broker Dealer. User will obtain the Issuer’s written permission to disclose their Issuer Information to Broker Dealer, and will obtain from the Issuer its Issuer Representations.

(ix) User will comply with the recordkeeping provisions of the SEC and Exchange Act by facilitating email archiving with Broker Dealer’s designated service provider and will additional furnish Broker Dealer with a contemporary copy of all written material directed to Permitted Investors.

(x) User and each Foreign Associated Person shall provide Broker Dealer written consent to service of process for any action brought by or proceeding before the SEC or a self-regulatory organization (as defined under the Exchange Act) providing that process may be served on them by service on Broker Dealer in the manner set forth on Broker Dealer’s current Form BD.(xi) User and each Foreign Associated Person shall provide Broker Dealer with a completed bad actors questionnaire, written in accordance with Rule 506(d) of Regulation D.

(f) User, on behalf of itself and its User Affiliated Persons, agrees to make, and shall require the applicable parties to make, such changes and inclusions as Broker Dealer may require to letter agreements and other materials in respect of Transaction Services and Transactions conducted pursuant to Rule 15a-6 or as otherwise required by Applicable Law, the WSPs and Finalis’ KYC and AML review in form and substance satisfactory to Finalis, and any Commissions earned from such activities shall be paid to Broker Dealer and be subject to its fees hereunder.

(g) User, on behalf of itself and its User Affiliated Persons, irrevocably consents that service of any process, pleading, subpoena, or other document in any investigation or administrative proceeding before an Authority (which shall include, without limitation, the SEC or any United States self-regulatory organization, as defined in Section 3(a)(36) of the Exchange Act), in connection with the activities contemplated hereby, may be given by registered or certified mail or confirmed telegram to the then-current contact person at the then-current principal business address of Broker Dealer that is indicated on its Form BD (Uniform Application for Broker-Dealer Registration) on file with the SEC.

“Permitted Activities”:

(a) User may conduct the below activities in the U.S. Territory without the Chaperoning Product:

(i) effect “unsolicited” transactions with any U.S. Person (transactions that do not result from User’s activities which were intended to induce securities transactions, develop goodwill, or to ‘make User known’ within the U.S. Territory);

(ii) solicit and effect securities transactions with counterparties contemplated in paragraph (a)(4) of Rule 15a6; and

(iii) effect securities transactions, except to the extent that such transactions are attributable to User recommendations to utilize User to effect such transactions, User-initiated follow-up or other attempt to induce securities transactions by such recipients, or any express or implied understanding that User’s provision of research reports to recipients is conditioned upon directing commission income to User.

(b) User, on behalf of itself and its User Affiliated Persons, agrees that User may solicit and engage in Transactions with potential investors that qualify as Permitted Investors subject to the following conditions:

(i) User shall conduct all securities activities from outside the U.S. Territory, except that User may conduct visits to Major U.S. Institutional Investors within the U.S. Territory provided that the terms and conditions of the definition of Permitted Visits apply thereto.

(ii) other than Permitted Visits, User shall conduct its activities outside the U.S. Territory.

(iii) if Major U.S. Institutional Investors contact User to effect Transactions, then User shall, prior to any sale, engage Broker Dealer to effect such Transactions for, or on behalf of, such Major U.S. Institutional Investors as Broker Dealer’s customers.

(iv) User will not contact any investor in the United States other than Permitted Investors with respect to any Transaction.(v) User may contact from outside the U.S. Territory U.S. Institutional Investors that are not Major U.S. Institutional Investors, provided that such contacts take place outside of the trading hours of the New York Stock Exchange and User does not accept any orders during such contact to effect Transactions other than those involving foreign securities.

(v) if any Permitted Investor contacts User or any User Affiliated Person in connection with a Transaction, then User shall notify Broker Dealer of such contact, and all such communications with such Permitted Investors will be conducted, and all transactions with such Permitted Investor will be effected, in accordance herewith.

(vi) Foreign Associated Persons may engage in verbal communications with Permitted Investors, provided that if the communication is with a Permitted Investor that is not a Major U.S. Institutional Investor, then a Person associated with Broker Dealer must participate in such communications.

“Permitted Investors”: Major U.S. Institutional Investors and U.S. Institutional Investors.

“Permitted Visits”: in-person contacts with Permitted Investors by a Foreign Associated Person during visits to the U.S. Territory, provided that: (a) Broker Dealer be informed in advance of visits and Foreign Associated Persons receive prior written approval of Broker Dealer; (b) each Foreign Associated Person’s in-person visit within the U.S. Territory does not exceed 30 days per calendar year unless accompanied by a Person associated with Broker Dealer, (b) during such in-person visits with Major U.S. Institutional Investors, they shall, at Foreign Associated Person’s expense, be accompanied at all times by an associated Person of Broker Dealer who supervises the Foreign Associated Person’s communications with such Permitted Investors, (c) Foreign Associated Person does not accept orders to effect Transactions discussed during the visit, (d) resulting Transactions are effected only through Broker Dealer per this Agreement.