1.  Broker Dealer

To comply with Applicable Law, your Advisor is affiliated with Finalis which is acting hereunder as only a broker-dealer registered with the SEC and applicable state regulators and a member of FINRA. You agree (a) to conduct your Transactions through Finalis when required under Applicable Law to be conducted through a broker-dealer registered with the SEC or applicable state regulators or a member of FINRA, and, in such cases, Finalis may, in its sole discretion, act as such broker-dealer of record in respect of such Transactions and, except for Broker Dealer Services required by Applicable Law to be provided by Finalis, Finalis, an Affiliate of Finalis or Third-Party Providers of Finalis may, in Finalis’ sole discretion, provide the Broker Dealer Services in respect of a Transaction, (b) that each Transaction conducted through Finalis shall be subject to the professional services of, and be managed by, Advisor (who shall, for clarity, provide the Transaction Services and not the Broker Dealer Services), (c) that all billings of Fees under and in connection with a Transaction and each Letter Agreement will be made by, and all payments of Fees thereunder remitted to, Finalis to its Wire Instructions in Dollars (or other Finalis-approved currency) without deduction or setoff of any kind, and neither Advisor nor Firm shall be paid any Success Fee under or in connection with a Transaction or a Letter Agreement and (d) that, in respect of a Transaction, you shall make and require applicable Persons to make such changes to any materials (including User Information) or make disclosures to Persons as Finalis requires to comply with Applicable Law. You acknowledge and agree that, in its discretion, Finalis reserves the right at any time to accept or decline to accept your Transaction or provide or cease to provide Broker Dealer Services for any reason or no reason. As consideration for the Transaction Services provided under and in connection herewith, User shall pay Finalis and Advisor, as applicable, the Fees pursuant hereto. If more than one Transaction is consummated under or in connection with a Letter Agreement, Finalis shall be compensated based on each such Transaction. For purposes hereof, “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. If any part of the Aggregate Consideration in connection with the closing of a Transaction is deferred, including amounts paid from escrow or earnout payments, then such portion of the Success Fee shall be paid to Finalis when and if actually earned by, released and/or paid to User, as applicable. You acknowledge and agree that in Finalis’ discretion, (a) Transaction Services under and in connection with your Transaction may be conducted by a Representative and not Finalis and (b) Advisor may be a Representative, and, if applicable, the term “Advisor” hereunder applies to an individual acting in a role that may not entail providing investment advisory services. Subject to Finalis’ prior written consent, one or more Representatives may collaborate on your Transactions and any and all Success Fees under and in connection therewith shall be paid to Finalis. You hereby irrevocably designate and appoint Finalis as your authorized agent to receive any and all information and documents under and in connection with a Transaction notwithstanding the terms of any NDA that you and/or any other Person are a signatory to (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). If a Letter Agreement is assigned to Finalis by an Assigning Broker Dealer, User hereby expressly accepts such assignment and consents to the transfer to Finalis of the rights, title, duties and interests of such Assigning Broker Dealer thereunder as of the Effective Date. If a Letter Agreement requires consent by any party to such Letter Agreement for such assignment, User acknowledges and agrees that: (a) the validity of such assignment is contingent upon obtaining the requisite consent as set forth in such Letter Agreement; and (b) such consent from such other parties will be separately documented and not hereby. User further acknowledges and agrees that this Agreement supersede and amend any conflicting or inconsistent terms in any Letter Agreement to which Finalis is a party or that is assigned to, which Letter Agreement shall otherwise continue to apply to the applicable parties and remain in full force and effect to the extent not in conflict or inconsistent herewith, mutatis mutandis. For the avoidance of doubt, terms of a Letter Agreement that are inconsistent or in conflict herewith, including, but not limited to, confidentiality, jurisdiction, governing law, venue, arbitration, wire information, representations and warranties, and indemnification in favor of Persons that are not in favor of the Assigning Broker Dealer are hereby amended and restated hereby. If User has provided AML or KYC documentation required by Applicable Law to the Assigning Broker Dealer, User hereby attests that such documentation is true, accurate, complete and in compliance with Applicable Law. Notwithstanding anything to the contrary herein or in a Letter Agreement, Finalis reserves the right to accept or deny such documentation and request any and all information and documentation to ensure compliance with Applicable Law.

2. Disclosureckage Upgrades

If applicable, you and/or your Transaction have been referred to Finalis by aReferral Partner, your Transaction has been assigned to Finalis by an Assigning Broker Dealer and/or your Transaction is being co-brokered with a Co-Broker Dealer, as applicable, and, in case of any of the foregoing, you, Advisor and Firm, as applicable, acknowledge and agree that, unless otherwise expressly agreed to by Finalis in writing, any agreement to include any NDA by and between (a) you and such (i) Referral Partner, (ii) Assigning Broker Dealer and/or (iii) Co-Broker Dealer, as applicable, shall not apply to Finalis or hereto and/or (b) Finalis and such (i) Referral Partner, (ii) Assigning Broker Dealer and/or (iii) Co-Broker Dealer, as applicable, shall not apply to Finalis or hereto. You acknowledge and agree that, in its discretion, Finalis may pay or receive from such Referral Partner, Assigning Broker Dealer and/or Co-Broker Dealer fees and/or all or a portion of a Success Fee and/or Tail Fee under or in connection with your Transaction. You acknowledge and agree that (a) Finalis may collaborate with one or more Co-Broker Dealers on your Transactions and vice versa in exchange for all or a portion of Fees, (b) Finalis, in its discretion, may assign this Agreement without your consent, (c) Finalis may apply FINRA and SIPC fees to any Fees that it receives or sends under or in connection herewith, (d) Finalis may transfer or assign Fees under and in connection herewith to another Person, (e) Finalis may enter into similar arrangements and agreements with other Persons, (f) Finalis, Finalis Affiliated Persons, Referral Partners, Co-Broker Dealers and/or Assigning Broker Dealers may be located, domiciled, operate, be  registered, solicit and/or nationalized outside of the U.S. Territory and (g) any matter under and in connection herewith may be disclosed by Finalis to Authorities.

3. Finalis’ Role

You acknowledge and agree that, except as required by Applicable Law, (a) Finalis shall not be responsible for or assume any duties of Advisor or Firm to include under a Letter Agreement, (b) Finalis Affiliated Persons shall not be deemed included within the meaning of “Advisor” or “Firm” for any purpose hereunder (or similar terms under a Letter Agreement), and that Finalis, Advisor and Firm are separate persons and their respective rights, titles, obligations, liabilities, duties and interests hereunder (and thereunder) are separate and not joint and several, (c) Finalis does not assume any responsibility to conduct any due diligence for any Person with respect to your Transactions or any potential party thereto and (d) Finalis and Advisor shall rely, without independent verification, on the accuracy and completeness of all information directly or indirectly furnished to them by you, on your behalf, or by any Transaction Party. You agree that all such information made available to Advisor or Finalis is complete and correct in all respects and will not contain any untrue statement of fact or omit to state a fact. You acknowledge and agree that Advisor and Finalis shall not be responsible for the accuracy or completeness of such information and shall not be liable for any inaccuracies or omissions therein. You will promptly notify Advisor and Finalis in writing of any inaccuracy or misstatement in, or omission from, any information previously delivered to, or discussed with, Advisor or Finalis, or any materials provided to any Person. You acknowledge and agree that Advisor and Finalis have no obligation to conduct any appraisal of any assets or liabilities of any Transaction Party or to evaluate the solvency of any Person under any Applicable Law or relating to bankruptcy, insolvency or similar matters. You are responsible for ensuring that your Transactions comply with Applicable Law. Advisor and Finalis have no obligation to enter into any agreement and reserve 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 may request information from you prior to acting with respect to any matter under or in connection herewith and may defer action thereon pending receipt of such information. Any action taken by a Finalis Affiliated Person 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. Your use of the Broker Dealer Services is subject to Finalis’ prior review and written approval of your Transaction, and the Broker Dealer Services may be suspended or terminated by Finalis in its discretion at any time and such action shall not be deemed a breach hereof. Finalis will determine in its discretion the method, details and means of performing and making available the Broker Dealer Services. Finalis may use Affiliates, Finalis Affiliated Persons and/or Third Party Providers to provide the Broker Dealer Services, and Finalis reserves the right to engage and substitute Affiliates, Finalis Affiliated Persons and/or Third-Party Providers in its discretion. You shall promptly provide Finalis and Advisor with the information requested by either of them in their discretion to provide the Broker Dealer Services. You shall be vicariously responsible for the obligations herein to be observed or performed by your User Affiliated Persons. If you request Finalis to provide, or Finalis provides, Broker Dealer Services to a Person that you own, is under common ownership or is otherwise associated with you, you agree that this Agreement shall apply to such Person and that you shall indemnify, hold harmless, pay and reimburse Finalis Affiliated Persons pursuant to the indemnification terms herein against any Claims made by such entity. Nothing herein shall prohibit Finalis Affiliated Persons or Finalis Third-Party Providers from providing Broker Dealer Services to any other Person. You shall not circumvent, avoid, bypass or obviate Finalis, directly or indirectly, to avoid payment of amounts due to Finalis in respect of a Transaction or pursuant to a Letter Agreement, and there will be no refund or cancellation of any of the amounts due to Finalis. No Finalis Affiliated Person shall be responsible for any fees or expenses incurred by you or a User Affiliated Person arising under or in connection with a Transaction. There are no fees to be paid by Finalis to you, a User Affiliated Person or a third party under or in connection with the Transaction Documents. You agree and covenant with Finalis that you shall comply with the User Obligations. You acknowledge and agree to the Confidentiality Terms, the User Acknowledgement and the Covenants, which provisions shall survive the termination hereof. As a condition to the closing of a Transaction, (a) you are required to comply with Applicable Law including as it relates to KYC and AML requirements, (b) Finalis shall have the right to conduct its own KYC and AML due diligence on you and any Persons involved in a Transaction, and (c) you shall promptly provide to Finalis all information, including and not limited to the Deal Onboarding Form, Banker Match Form and Letter Agreement (or details in form and substance similar to each of them), necessary to comply with Applicable Law and Finalis’ policies and procedures. Notwithstanding anything to the contrary herein, any Transaction Document or any document or agreement under or in connection therewith, except for the Banker Match Form, 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 Person under or in connection with any Letter Agreement, and, unless expressly set forth herein or agreed to by Finalis in writing, under no circumstances shall this Agreement be construed to be a novation, amendment or modification of a Letter Agreement. This Agreement shall control and supersede any inconsistency, conflict or ambiguity under or in connection with a Letter Agreement and this Agreement. 

4. Transaction Terms

All amounts payable by User hereunder shall be made in accordance herewith, and User shall provide contemporaneous written notice of each such payment to Finalis. All payments hereunder shall be exclusive of any Taxes. All payments received by Advisor and Finalis pursuant hereto shall become their property without restriction. No payments received by them pursuant hereto shall be put into a trust or other segregated account. With prior written notice from Advisor or Finalis, User shall promptly (but in any event no later than five business days following such written notice) provide them or their representatives the books and records that pertain to the calculation of Fee and allow them and their representatives at any time to audit the books and records that pertain to Fees. If User is required to deduct or withhold any Tax, or if any Tax is required to be paid by Advisor or Finalis on account of the Transaction Services rendered, User shall pay them (as applicable) such additional amounts as required so that the net amount received by them from User after such deduction, withholding or payment equals the amounts otherwise due to them. If any Tax is payable in respect of fees paid or payable to Advisor and Finalis for Transaction Services rendered, Advisor and Finalis, as applicable, may add such Tax to their invoices and User shall pay them such Tax as set forth therein. User agrees to promptly provide Advisor and Finalis with all materials necessary for them to ascertain and timely collect their Fees. Any advice (whether written or oral) rendered by Advisor or Finalis under or in connection herewith is intended solely for the use of the board of directors of User in evaluating a Transaction, and such advice may not be relied upon by any other Person or used for any other purpose. Any advice rendered by, or other materials prepared by, or any communication from, Advisor may not be disclosed to any third party without the prior written consent of Advisor (other than to User’s third-party advisors and representatives who have a need to know such information in connection with a Transaction; provided, however, that they agree to the confidentiality with respect to such information set forth herein, that neither Advisor nor Finalis nor any of their respective Affiliates have any duty, liability or obligation to them in connection therewith and that User shall be responsible and liable for any breach by them of the provisions herein). Neither Advisor nor Finalis nor the terms hereof may be referred to without Advisor’s and Finalis’ prior written consent. User acknowledges and agrees that the Advisor Group engages in providing products and services to a wide range of Persons. In the ordinary course of business, the Advisor Group and certain of its employees, as well as investment funds in which they may have financial interests or with which they may co-invest, may acquire, sell or trade or otherwise effect transactions in debt, equity and other securities and financial instruments (including bank loans and other obligations) of, or investments in, User or any other Person that may be involved in the matters contemplated hereby or have other relationships with such Persons. All rights in respect of such securities, financial instruments and investments, including any voting rights, shall be exercised by the holder of the rights in their sole discretion. In addition, the Advisor Group may in the past have had, and may currently or in the future have, financial advisory or other investment banking or consulting relationships with Persons involved in the matters contemplated under or in connection herewith, including Persons that may have interests with respect to User, a Transaction or other Persons involved in a Transaction, from which conflicting interests or duties may arise. Although the Advisor Group in the course of such other activities and relationships or otherwise may have acquired or may in the future acquire information about User, a Transaction or such other parties, or that otherwise may be of interest to User, the Advisor Group shall have no obligation to, and may not be contractually permitted to, disclose such information, or the fact that the Advisor Group is in possession of such information, to User. In order to enable Advisor and Finalis to bring relevant resources to bear on their engagement hereunder, User agrees that they may share information obtained from User and other parties under or in connection herewith with members of their respective Advisor Group and may perform the Transaction Services in conjunction with such Persons.

5. Acceptable Use

The Broker Dealer Services are offered only for your use and not for the use or benefit of any third-party unless otherwise agreed to in writing by Finalis. We may, in our sole discretion, refuse to offer the Broker Dealer Services to any Person and to change our eligibility criteria at any time. You are responsible for ensuring that your use of the Broker Dealer Services comply herewith and Applicable Law. Your right to access the Broker Dealer Services will be immediately revoked: (i) if this Agreement, or your use of the Broker Dealer Services, is prohibited by Applicable Law; (ii) you breach this Agreement; (iii) if anything under or in connection herewith conflicts with Applicable Law; or (iv) as otherwise contemplated herein. If you do not agree hereto, you are not authorized to access or use the Broker Dealer Services and in that case your use of the Broker Dealer Services shall constitute a breach hereof. In order to leverage the Broker Dealer Services, you represent and warrant that you are at least 18 years of age and, if not, you are not permitted to access or use the Broker Dealer Services. You must notify us of any change in your eligibility to use the Broker Dealer Services, (including any corporate change and changes to or revocation of any licenses required by any Authority). You agree not to (and shall not permit any other Person to): (a) engage in fraudulent activity of any kind; (b) make available information in violation of Applicable Law or contractual or fiduciary relationship (such as ‘inside information’, proprietary or confidential information learned or disclosed pursuant to an employment or consulting relationship, or subject to an NDA); or (c) infringe a patent, trademark, trade secret, copyright, right of publicity or other proprietary rights of any Person or violate any law or contractual duty. Neither User nor their User Affiliated Persons may, directly or indirectly, including by means of third parties, in whole or in part, (a) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source, source code, object codes, sequences, instructions, algorithms, underlying ideas of any part of the Broker Dealer Services (even if any such actions are found to be necessary or convenient to ensure Broker Dealer Services use), (b) remove, circumvent, tamper with, bypass or attempt to bypass any measures for the protection of the Broker Dealer Services or to prevent or restrict access to the Broker Dealer Services (or the accounts, systems or networks connected to the Broker Dealer Services), (c) dissemble, decompile, duplicate, copy, incorporate into other programs, compile, modify, create derivative works of, distribute, reproduce, reverse engineer, transform, adapt, improve, create successive versions, develop updates, adapt, assign any rights to, license or reuse all or any portion of the Broker Dealer Services, or visual designs, elements or concepts thereof (or correct any of their errors) without Finalis’ prior written consent, which consent shall not be withheld, conditioned or delayed, (d) take actions that impose or may impose (as determined by us) an unreasonable or large load or burden on our (or our third-party providers’) infrastructure; (e) interfere or attempt to interfere with the working of the Broker Dealer Services or any activities conducted on the Broker Dealer Services; (f) use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Finalis Website; (g) harvest or scrape any content from the Broker Dealer Services; (h) modify, translate, or otherwise create derivative works of any part of the Broker Dealer Services; (i) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder; or (j) otherwise take any action in violation of this Agreement.

6. Independent Contractor

Finalis and Advisor shall perform their respective obligations hereunder as an independent contractor and nothing hereunder or under a Letter Agreement shall create an employer / employee relationship. Neither User nor a User Affiliated Person shall have a Claim against Finalis or Advisor 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 or Advisor, (a) Finalis is not involved in the negotiation or closing of a Transaction, and (b) User authorizes Finalis Affiliated Persons to communicate with any of the Principals of User. 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 solely with respect to 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.

7. Ending this Agreement

These Terms and Conditions shall automatically terminate concurrently with the termination of the applicable Letter Agreement or completion of all phases of the applicable Transaction, subject to any provisions herein that expressly survive such termination. At any time in its discretion, Finalis may terminate or suspend this Agreement or your use or its provision of the Broker Dealer Services with or without notice and for any reason or for no reason, including due to Material Breach, or if User is insolvent or bankrupt or if Finalis deems that you have violated this Agreement. You may not use the Broker Dealer Services and this Agreement shall automatically terminate if, in Finalis’ discretion, you are a competitor of Finalis or an Affiliate of Finalis or Affiliated with a competitor of Finalis or an Affiliate of Finalis or if you access or use the Broker Dealer Services for purposes of monitoring their availability, performance or functionality or for benchmarking or competitive purposes. Finalis will have no liability to you for any termination or suspension, nor will such action limit any other rights or remedies that Finalis has or may have. This Agreement shall automatically terminate if any Authority prohibits the ability of a Party to perform its obligations hereunder. This Agreement will continue to be binding upon you and User Affiliated Persons in respect of your and their prior use of the Broker Dealer Services and any Finalis-permitted further use thereof. Except for your right to access and use the Broker Dealer Services, the other terms therein will survive termination hereof. Notwithstanding the termination hereof, Advisor and Finalis shall be entitled to full payment of all Fees to include the Tail Fee during the Tail Period. In the event User proposes to close or closes a Transaction and User is not to be the surviving or resulting entity, User will make provision so that its obligations hereunder are expressly assumed by the applicable Persons to the Transaction.

8. Representations and Warranties

You hereby represent and warrant to Finalis that each User Representation and Warranty is true and correct as of the Effective Date and throughout the Term and you agree that you will promptly notify Finalis in writing and discontinue any activity under or in connection herewith if any of the User Representations and Warranties is untrue. You acknowledge and agree that each User Representation and Warranty is deemed reaffirmed by you daily throughout the Term, and that any breach thereof constitutes a Material Breach hereof.

9. Intellectual Property

All ownership and right, title and interest to the Broker Dealer Services, 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 owned by Finalis, Inc. and is protected by Applicable Law, including U.S. and international intellectual property laws. The look and feel of the Broker Dealer Services is copyright © of Finalis, Inc. d/b/a Finalis, all rights reserved. Users and User Affiliated Persons may use the Broker Dealer Services solely pursuant to this Agreement. We may manually or automatically update the Broker Dealer Services at any time and without notice. User, on behalf of itself and User Affiliated Persons, grants Finalis a non-exclusive, royalty-free, perpetual, irrevocable, worldwide and fully sublicensable license to ingest, retain, copy and modify any User Data and User-Generated Content provided through the Broker Dealer Services or to any Finalis Affiliated Person. Finalis shall have the right to retain User Data and User-Generated Content as required by Applicable Law or Finalis’ retention practice or policies. If you provide, submit, send or post to the Broker Dealer Services or Finalis Affiliated Persons any content, review, comment, photo, video, feedback, idea, communication or other information, you grant us a non-exclusive, royalty-free, perpetual, irrevocable, worldwide and fully sublicensable right to use, reproduce, modify, adapt, publish, perform, translate, create derivative works therefrom, and distribute and display such content globally in any media and medium. User and User Affiliated Persons will not sub-license, assign or otherwise transfer our rights hereunder. User and User Affiliated Persons shall not, as of the Effective Date 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 Broker Dealer Services or other product or service of Finalis. If you are a U.S. Government end user, we are licensing the Broker Dealer Services to you as a “Commercial Item” as defined in the U.S. Code of Federal Regulations.

10. Data

This Agreement includes a requirement for Users outside of the U.S. Territory to transfer data into the U.S. territory and for Users inside of the U.S. territory to transfer data outside the U.S. Territory. The Broker Dealer Services may provide us with information about your use of the Broker Dealer Services and other content. User unconditionally grants Finalis Affiliated Persons an exclusive, irrevocable, perpetual, worldwide, royalty free and sublicensable license to (i) use, collect, copy, modify, create, incorporate, process, distribute, share, maintain and store User-Generated Content and User Data, (ii) use, copy, modify or incorporate into the Broker Dealer Services any suggestions, enhancement requests, recommendations and other feedback provided by User or a User Affiliated Person relating to the Broker Dealer Services or its operation and (iii) use, host, store, reproduce, modify, adapt, transmit, communicate, publish, publicly perform, publicly display, distribute, and create derivative works of User Data and User-Generated Content without attribution. We may also share User Data and User-Generated Content with our Third-Party Providers and partners that assist us in providing and improving the Broker Dealer Services, provided that such sharing is in compliance with our Privacy Policy. Manufacturers of the Broker Dealer Services may also provide us with similar information. The Broker Dealer Services and information provided to us may be processed in the cloud and may be stored on servers outside the country in which you reside or are located. 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. You may post content, send communications and submit information on and through the Broker Dealer Services if the foregoing is not illegal, obscene, threatening, defamatory, invasive of privacy, infringing of the rights of other Persons (including intellectual and property rights), or otherwise injurious or objectionable, and if it does not consist of or contain software viruses, political campaigning, chain letters, commercial solicitation, mass mailings or any “spam.” You may not use a false email address, impersonate any Person or otherwise mislead as to the origin of User Data or User-Generated Content. We reserve the right, but not the obligation, to remove or edit any content on the Broker Dealer Services, but do not regularly review such content. Finalis may use User Data and User-Generated Content to conduct research, create reports and perform analyses and compile, use and disclose anonymous, aggregated statistics, provided that such use is in compliance with our Privacy Policy. 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, Broker Dealer Services users and the public.

11. 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 Broker Dealer Services 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 Brand Features for our marketing materials, website and the Broker Dealer Services. 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 by contacting Finalis to customer-success@finalis.com.

12. MRB Terms

In addition to and without limiting any provision hereof, if a Transaction involves, if 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.

13. Indemnification of Finalis

In addition to indemnification available to Finalis Affiliated Persons under Applicable Law, User, on behalf of itself and each of its User Affiliated Persons, agrees that User 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 Transaction; (c) each Transaction Document; (d) Finalis’ performance of, or failure to provide, the Broker Dealer Services; (e) any penalty or enforcement action taken by an Authority (i) against a User or a User Affiliated Person, (ii) against a Finalis Affiliated Person in connection with a User, a User Affiliated Person, the Broker Dealer Services or this Agreement, a Transaction Agreement or a Transaction or (iii) in connection with any activity or matter of a User or User Affiliated Person outside the scope hereof; (f) the breach hereof by any User or User Affiliated Person or any other agreement or any failure by any of them to perform any of their obligations under any of the foregoing agreements; (g) any matter under or in connection with this Agreement outside the express control of Finalis; (h) any agreement involving User or a User Affiliated Person; (i) any act, omission, neglect or default by a User or a User Affiliated Person or any Person acting on their behalf; (j) User or a User Affiliated Person or any Person acting on their behalf overriding or differing with Finalis’ recommendation or comments; (k) User’s or a User Affiliated Person’s violation of Applicable Law; (l) breach or potential breach of security or unauthorized access to a User’s or a User Affiliated Person’s Account to include misuse or wrongful disclosure of their credentials, other authorization or Confidential Information or failure by a User or a User Affiliated Person to protect against fraudulent, inappropriate or unauthorized use of, or access to, the Broker Dealer Services, in each case even if User or a User Affiliated Person was aware or unaware of such incident; (m) agreement by Finalis to perform activities or services customarily conducted by User, Advisor or Firm; (n) any document or agreement under or in connection with a Transaction, including if a User’s or User Affiliated Person’s reneges or fails to meet its obligations thereunder; (o) third-party equipment, software, data or systems that User or a User Affiliated Person combine, operate and/or use with and/or independently of the Broker Dealer Services; (p) acts, omission, neglect or default of a User or User Affiliated Person with respect to their use of third-party software, systems and/or Broker Dealer Servicess; (q) wire and/or other financial transactions conducted by Finalis and/or its designee or Third-Party Provider, including, without limitation, with respect to Transactions involving MRB Activities, MRB Services and/or an MRB Party; (r) any Claim by or against a User 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 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 or User Affiliated Person to include prior to the Effective Date; (s) any fees, commissions or other amounts required to be returned by Finalis, its designee or Third-Party Provider and/or amounts paid by Finalis, its designee or Third-Party Provider in connection with a User’s activities to include with respect to a Transaction and (t) any Losses paid by Finalis, its designee or a Third-Party Provider on behalf of, under or in connection with a User or User Affiliated Person to include any insurance carrier, provider or broker. User shall be vicariously responsible for the obligations herein to be observed or performed by any Person acting on their behalf. If you request Finalis to provide the Broker Dealer Services to a Person that you Control, is under common Control or is otherwise Affiliated or associated with you, as an authorized agent of such Person, you agree that this Agreement shall apply to such Person as if it were a “User” for all purposes hereunder and represent and warrant that such Person is at least 18 years of age, and you shall indemnify, hold harmless, pay and reimburse Finalis Affiliated Persons pursuant to this section against any Claims made by any Person under or in connection therewith. 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. 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 Use or a User Affiliated Person is a party to, User 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. 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 and its 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 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. 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 BROKER DEALER SERVICES, 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. FINALIS AFFILIATED PERSONS DO NOT REPRESENT OR WARRANT THAT THE BROKER DEALER SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT ANY OF ITS DEFECTS WILL BE CORRECTED OR THAT THEY, OR THE SERVERS THAT MAKE THEM AVAILABLE, WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT ANY DESCRIPTION OF THE Broker Dealer Services IS ACCURATE, RELIABLE, CURRENT OR COMPLETE. 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 Broker Dealer Services, 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.

15. 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 User Affiliated Persons, (ii) User and other users of the Broker Dealer Services; or (iii) User and their current, present or prospective client or employer in whatever capacity; (d) changes to the Broker Dealer Services by anyone other than Finalis (and Finalis shall not be liable if Finalis Affiliated Persons make modifications using specifications or materials submitted by User or User Affiliated Persons); (e) modification, use, combination or operation of the Broker Dealer Services with equipment, devices, software, systems or data other than as expressly authorized by Finalis and this Agreement; (f) use of the Broker Dealer Services in violation hereof; (g) User’s or a User Affiliated Person’s continued use of any version of the Broker Dealer Services other than the then-current, unaltered version; (h) where User or a User Affiliated Person continues to use the Broker Dealer Services after being notified by us of infringing activity or allegedly infringing activity or being informed of modifications that would have avoided such infringement or alleged infringement; (i) third-party products, software, services, Broker Dealer Servicess, User Data, User-Generated Content or User software; (j) acts or omissions of third parties to include in respect of Transactions, including Transactions posted to third-party Broker Dealer Servicess; (k) Finalis Affiliated Persons accessing or transferring User Data, User-Generated Content or user information while inside or outside of the U.S. Territory; (l) 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; (m) 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); (n) 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; (o) 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; (p) User Data or User-Generated Data that is accessed by or processed by third-parties including Finalis Third-Party Providers; (q) Claims and Losses relating to Beta Services, Demonstration, Free Trial and/or View Only modes of the Broker Dealer Services and (r) wire or other financial transactions conducted by Finalis Affiliated Persons or their designees for Transaction Services or Transactions, including, without limitation, Transactions involving MRB Activities, MRB Services or an MRB Party. None of the information submitted to or contact in the Broker Dealer Services with respect to any Transaction constitutes a solicitation, offer, opinion, or recommendation by a Finalis Affiliated Person to buy or sell any assets or securities or other financial instruments or to provide legal, tax, accounting, or investment advice or services regarding the suitability or profitability of any security, investment or Transaction. Finalis makes no recommendations and offers no opinion in connection with the merit of any Transaction or the recommendation of any Transaction. User agrees to be responsible for conducting their own due diligence and their own legal and regulatory review of any Transaction that is sourced or otherwise identified through the Broker Dealer Services. Finalis is not responsible for the accuracy or completeness of any information or material made available through the Broker Dealer Services. Information shared through the Broker Dealer Services is not necessarily reviewed by Finalis Affiliated Persons prior to sharing, or at any time. If we elect, in our discretion, or it is required by Applicable Law to monitor information related to any Transaction, Finalis (a) assumes no responsibility for its accuracy or completeness; (b) assumes no obligation to modify or remove any inappropriate or inaccurate content on the Broker Dealer Services (however submitted); (c) exercises no direct control over the conduct of the Persons submitting such information; and (d) assumes no responsibility to monitor information posted by any other Person. Notwithstanding the foregoing, Users may be asked, from time to time, to certify certain information regarding their Accounts, including their information, information on Transactions they are working on and information relating to Transactions. If we make such a request, you shall respond promptly, accurately and completely. If Finalis Affiliated Persons suffer Losses because you provided incorrect information or you violate this Agreement or Applicable Law, you agree to pay such Losses to Finalis pursuant to the indemnification provisions herein. 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, we may suspend access to the Broker Dealer Services until User remedies a User Default, and Finalis may rely on a User Default to relieve Finalis from the performance of its obligations hereunder in each case. Finalis does not make any representation or warranty that the Broker Dealer Services, Confidential Information or any material or information provided through the Broker Dealer Services is appropriate or available in locations inside or outside of the U.S. Territory. IN NO EVENT WILL A FINALIS AFFILIATED PERSON BE LIABLE TO ANY PERSON FOR ANY DAMAGES OF ANY KIND ARISING FROM THE Broker Dealer Services, CONFIDENTIAL INFORMATION OR FROM ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE THROUGH THE BROKER DEALER SERVICES OR USER’S OR USER AFFILIATED PERSON’S USE OF THE Broker Dealer Services, CONFIDENTIAL INFORMATION OR ANY INFORMATION, CONTENT, MATERIALS, PRODUCTS (INCLUDING SOFTWARE) OR OTHER SERVICES INCLUDED ON OR OTHERWISE MADE AVAILABLE TO USER OR A USER AFFILIATED PERSON THROUGH THE BROKER DEALER SERVICES. 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 BROKER DEALER SERVICES, 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 and User Affiliated Persons under or in connection herewith exceed fifty Dollars. 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, or if a User or User Affiliated Person chooses to use third parties’ services, Broker Dealer Services or applications, and we are in no way obliged to grant, ensure or maintain access, interoperability or functionality of said third parties’ services, Broker Dealer Services or applications, (2) in no event will our licensors’, independent contractors’ and Third-Party Providers’ aggregate liability with respect to any Claim arising under ir connection herewith 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 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 we would not enter into this Agreement without the risk allocation and limitation of liability herein. 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 and our provision of the Broker Dealer Services pursuant hereto, 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 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. 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.

16. 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. User acknowledges and agrees that it has read this Agreement in their entirety, understands all of their terms, knowingly, freely and voluntarily assents to all of its terms, has had an opportunity to ask questions and consult with an attorney of their choice before signing it, is signing this Agreement voluntarily in exchange for good and valuable consideration in addition to anything of value to which it is otherwise entitled, and that its acceptance 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. This Agreement shall not terminate and survive your cease of use of the Broker Dealer Services indefinitely. There shall be no construction of any provision against Finalis because this Agreement was prepared by Finalis.

17. Third-Party Beneficiaries; 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.

18. Modifications

Finalis reserves the right to modify this Agreement at any time in its discretion and without notice. By (i) submitting a Deal Onboarding Form to Finalis or entering into a Banker Match Form, (ii) submitting your Transaction details to Finalis in form and substance similar to the Deal Onboarding Form or Banker Match Form, (iii) consenting to your Advisor marketing your Transactions and/or (iv) using the Finalis Broker Dealer Services and/or the Broker Dealer Services after this Agreement has been modified, you agree to be bound by the modified Agreement, and such modified Agreement shall apply to you, the User Affiliated Persons, all of your Transactions conducted through Finalis and, if applicable, Advisor and Firm. If you do not agree to the modifications, your sole remedy shall be to cease using the Broker Dealer Services and to comply with your termination obligations herein. You acknowledge that it is your responsibility to regularly check this Agreement for any changes. Finalis shall not be liable to User or any other Person for any such modifications.

19. 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. 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. User agrees that if it is the losing party in respect of a proceeding, our Losses shall be paid by User. 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.

20. 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. 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 Third-Party Provider 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 to its successors and assigns permitted by us in writing at our discretion.

21.Electronic Signature and Communications

This Agreement may be electronically signed and are 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 and logging in and using the Broker Dealer Services. 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 Broker Dealer Services 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 Broker Dealer Services, 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.

22. 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.

“Advisor”: as applicable, (a) the meaning set forth in the Deal Onboarding Form or the Banker Match Form, as applicable, or as otherwise submitted to Finalis in a form and substance similar to the Deal Onboarding Form or the Banker Match Form; (b) a Representative; and (c) a Foreign Associated Person; provided, that, “you” and “User” hereunder shall also refer to Advisor if the context applies.

“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.

“Advisor Group”: as applicable, (a) Finalis and its Affiliates and their respective Finalis Affiliated Persons and (b) Advisor and its Affiliates.

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

“Aggregate Consideration”: unless otherwise agreed to in writing between User and Advisor, in addition to any other amounts agreed to in writing between User and Advisor, the total proceeds and other consideration (before any offset for the Success Fee or any fees payable to any other advisors in connection with a Transaction) paid to, received or to be received by User, User’s current and former equity holders (or equivalent), management, employees and creditors, directly or indirectly, in connection with or in anticipation of a Transaction (which consideration shall include amounts paid or to be paid in escrow).

“Agreement”: these Terms and Conditions, the Terms and, if applicable, the Deal Onboarding Form and the Banker Match Form (in each case together with any attachments thereto), as amended.

“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 successor provisions.

“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.

“Assigning Broker Dealer”: the SEC-registered and member FINRA/SIPC broker-dealer who assigns a Transaction to Finalis.

“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).

“Bad Actor Rules”: a “Disqualifying Event” as described in Rule 506(d) under the Securities Act.

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

“Banker Match Form”: a document or online form completed by each User, Finalis, an Advisor and, if applicable, the Advisor’s Firm, and accepted by Finalis, and any amendment, joinder and attachments thereto.

“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, as applicable.

“Break Up Fee” in connection with the termination or abandonment of a proposed Transaction, if User receives any termination, topping, break-up or other similar fee or payment in relation to such termination or abandonment, then Finalis shall be paid an amount equal to Break Up Fee amount set forth in the Letter Agreement of such fee or payment promptly following User’s receipt thereof.

“Broker Dealer Services”: as applicable, (a) broker-dealer services of an SEC registered and FINRA member broker-dealer provided by Finalis Securities LLC that are customary for the Transaction as determined by Finalis in its sole discretion and in accordance with Applicable Law, and (b) 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 or a Finalis Affiliated Person from time to time in its discretion to include through the Finalis Website, other websites or application programs through which Finalis makes its products and services available, including updates to each from time to time.

“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.

“Closing Document”:  any closing documents or instruments executed in connection with a consummated Transaction.

“Co-Broker Dealer”: an SEC registered and FINRA member broker-dealer with whom Finalis co-brokers a Transaction.

“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) this Agreement, (ii) all agreements Finalis is a party to; (iii) the Broker Dealer Services; (iv) Account information; (v) the identity of, and information relating to, Finalis’ customers or Finalis Affiliated Persons or Finalis Third-Party Providers and (vi) 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 as of the date hereof and for an indefinite period thereafter:

(a) disparage any Finalis Affiliated Person in any way;

(b)   directly or indirectly solicit, induce, recruit or encourage or attempt to solicit, induce,recruit or encourage a customer of a Finalis Affiliated
Person to terminate their relationship with such Finalis Affiliated Person or cancel, surrender, lapse or not renew any agreement for any Broker Dealer Services;

(c)   become a competitor of a Finalis Affiliated Persons with respect to the Broker DealerServices or any product or service of a Finalis Affiliated Persons, or become an Affiliate, director, officer, owner, part-owner, joint venturer, agent or otherwise of a competitor of a Finalis Affiliated Person with respect thereto; or

(d)   engage in any Unfair Competition.

“Deal Onboarding Form”: a document or online form completed by each User and accepted by Finalis, and any amendment, joinder and attachments thereto.

“Deal Opportunity” means: (A) a transaction whereby a proposes to issue or issues any securities, including equity, debt and/or hybrid securities, warrants, debt offerings convertible to equity, or the right or option to purchase any of the foregoing, in each case whether in a private or public offering; (C) the opportunity to purchase all or part of User or its assets, or to receive funding or capital through the purchase of stock or other equity for value, services, money or other property; (D) the receipt loans or provide a credit or lending facility; or (E) any similar opportunity to invest in User.

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

“Effective Date”: the date of User’s first agreement of these Terms and Conditions pursuant to its terms.

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

“Exclusivity” User agrees that neither it nor its User Affiliated Persons shall initiate any discussions regarding a Transaction during the Term, except with prior consultation with Advisor, and in the event User or User Affiliated Persons receives any inquiry regarding a Transaction from any Person, User shall promptly inform Advisor in writing of such inquiry so that Advisor can assist User in evaluating such Person and its interest in a Transaction and in any resulting negotiations.

“Exempt M&A Transaction”: a Transaction that, as applicable (1) satisfies the Consolidated Appropriations Act of 2023, as amended or supplemented, and (2) with respect to the Representative under such Transaction, 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 Finalis, 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.

“FCPA”: the Foreign Corrupt Practices Act of 1977, as amended.

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

“Fees”: in addition to the other fees set forth in the applicable Letter Agreement, as applicable, the following fees, none of which shall be be reduced by any Reimbursable Expenses to Advisor: (a) the Success Fee, which shall be payable to Finalis for the duration of the Term and the Tail Period, (b) Retainers, which shall be payable to Finalis for the duration of the Term unless otherwise agreed to in writing between you and Advisor, (c), Break Up Fee and (d) Reimbursable Expenses, which shall be reimbursed as agreed to in writing between you and Advisor.
“Finalis” Finalis Securities LLC, and only its Affiliates that it designates to provide the Broker Dealer Services pursuant hereto.
“Finalis Affiliated Persons” Finalis and its Affiliates, 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 Broker Dealer Services, including, in Finalis’ discretion, Finalis Third-Party Providers; provided, that, Finalis Affiliated Persons shall not include registered representatives, 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, Inc. d/b/a Finalis® and a part of the https://www.finalis.com website.

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

“Firm”: the meaning set forth in the Banker Match Form or as otherwise submitted to Finalis in a form and substance similar to the Banker Match Form; provided, that, “you” hereunder shall also refer to Firm if the context applies.

“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 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.

“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 Official”: has the meaning set forth in the FCPA.

“Indication of Interest”: 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.

“KYC”: “know your customer” verifications pursuant to Applicable Law.

“Letter Agreement”: as applicable, (a) a Banker Match Form, (b) a letter agreement (as amended from time to time) by and among, as applicable, User, Advisor Firm, Assigning Broker Dealer and/or Co-Broker Dealer, and (c) any letter agreement accepted by Finalis in its sole discretion, each in respect of a Transaction submitted to and/or conducted through Finalis together with any annexes, schedules, exhibits or other attachments, as amended from time to time.

“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; (iv) civil judgments or criminal activity; (vi) actions leading to statutory disqualification; and (vii) providing false or misleading information to a Finalis Affiliated Person; and (b) any circumstance that, in Finalis’ sole discretion, would materially adversely affect Finalis’ relationship with User.

“Minimum Success Fee”: the Success Fee shall be subject to the Minimum Success Fee amount (or similar provision) set forth in the Letter Agreement with respect to each Transaction.

“Minority Transaction”: a Transaction for less than 50% of the equity of User.

“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) 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 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 NonFederal MRB Laws, and shall furnish Finalis information and access it requests in relation thereto.

(e)   User agrees 1 that it (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 NonFederal MRB Laws as a result of this Agreement.

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

“New Money”: the total proceeds received by User in a Minority Transaction minus any amount of the total Minority Transaction received from the existing equity holders of User.

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

“Parties”: User, Finalis, Advisor and/or Firm, as applicable.

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

“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.

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

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

“Reimbursable Expenses”: regardless of whether a Transaction is consummated, User shall reimburse Advisor, within 10 business days of receipt of an invoice from Advisor, for Advisor’s reasonable expenses incurred from time to time in connection with the Transaction Services; provided, that, if so agreed with Advisor in the Letter Agreement, Advisor shall provide User with written notice as promptly as practicable and receive User’s prior written consent if such expenses are reasonably expected to exceed the amount agreed to in the Letter Agreement in the aggregate.

“Referral Partner”: the Person that referred and/or introduced you and/or your Transaction to Finalis.

“Representative”: the natural person providing professional services for the Transaction who is (a) a principal of Firm and/or (b) a duly-licensed registered representative of Finalis pursuant to a Form U4 filed with FINRA under Finalis’ registration with FINRA.

“Retainers”: as consideration for the Transaction Services, User shall pay Finalis a nonrefundable cash retainer in the recurrent amount set forth in the Letter Agreement commencing on the Effective Date and on each such recurrent anniversary date thereof agreed to in the Letter Agreement, which Retainer shall not be credited against any Fee when paid, and User agrees to pay the Retainer regardless of whether or not a Transaction is consummated.

“Right of First Refusal”: in the event that User pursues a transaction that is not deemed to be a Transaction for which Transaction Services are provided hereunder, User shall offer or cause to be offered to Finalis and Advisor the right to provide Transaction Services in respect of such transaction; provided, that, (a) if Finalis and Advisor agree to do so, this Agreement shall apply thereto and (b) User understands that this Agreement is not a commitment by Finalis or Advisor to do so in any such transaction.

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

“Sale Transaction”: a Transaction for more than or equal to 50% of the equity of User.

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

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

“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.

“Tail Fee”: the entirety or portion of the Success Fee in connection with a User’s Transaction to be paid to, as applicable, (a) Finalis’ Wire Instructions during the Tail Period and/or (b) the Assigning Broker Dealer during the Tail Period pursuant to a letter agreement with Finalis; provided, that, Finalis’ right to the Tail Fee shall survive termination hereof.

“Tail Period”: the period of time in respect of a Tail Fee set forth in, as applicable, (a) a Letter Agreement or (b) a letter agreement between Finalis and the Assigning Broker Dealer.

“Tax”: any tax or charge of any Authority.

“Term”: the term of this Agreement as of the Effective Date through to the date of termination of this Agreement pursuant to its terms.

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

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

“Third-Party Provider” Finalis’ or its Affiliates’ third-party providers, as applicable.

“Transaction”: as applicable, (a) a Deal Opportunity; (b) an Exempt Transaction; (c) an Exempt M&A Transaction; (c) a transaction in securities for
the account of others (including primary and secondary offerings) in the context of private placements under the Securities Act; (c) an Acquisition Transaction and (d) any type of transaction under or in connection with a Letter Agreement conducted through Finalis; provided, that, in each case, Finalis agrees to accept such Transaction, which shall be subject to this Agreement, any other terms and conditions required by Finalis.

“Transaction Documents”: the applicable Letter Agreement, and any other documents under or in connection therewith, including, but not limited to, any Indications of Interest, fee sharing agreements, engagement letters, confidentiality agreements, due diligence questionnaires, compliance certifications, and Closing Documents.

“Transaction Party” Persons that are a party to a Transaction.

“Transaction Services”: services customary for a Transaction permitted by Applicable Law and the WSPs provided, as applicable, (a) by a Representative (and such financial and investment banking services shall be so agreed to in writing from time to time during the Term between you and the Representative) and/or (b) Finalis Affiliated Persons through the Broker Dealer Services.
“Unfair Competition”: the sale or unauthorized use or disclosure, directly or indirectly, of any Confidential Information by any means whatsoever.

“U.S. Institutional Investor”: a Person that is: (i) an investment company registered with the SEC under Section 8 of the United States Investment Company Act of 1940 or (ii) a bank, savings and loan association, insurance company, business development company, small business investment company, or employee benefit plan defined in Rule 501(a)(1) of Regulation D under the Securities Act; a private business development company as defined in Rule 501(a)(2) of the Securities Act; an organization described in Section 501(c)3 of the Internal Revenue Code, as defined in Rule 501(a)(3) of the Securities Act; or a trust described in Rule 501(a)(7) of the Securities Act.

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

“User”: as applicable, (a) if an individual accepts this Agreement on behalf of a legal entity, such entity; (b) the meaning set forth in the Deal Onboarding Form or Banker Match Form, as applicable, or your Transaction details submitted to Finalis in a form and substance similar to the Deal Onboarding Form or Banker Match Form, as applicable, including, without limitation, the Person under the term “Company”, “company”, “Entity” or “entity” thereunder; (c) the Person consenting to the Advisor marketing their Transactions, and/or (d) the Person (that is not the Advisor or Firm) using the Finalis Broker Dealer Services to conduct their Transaction through Finalis; provided, that, in each case, (a) User acknowledges and agrees that “User” hereunder shall mean to include the direct and indirect subsidiaries and Affiliates of User for all purposes hereunder and under the Deal Onboarding Form or Banker Match Form, as applicable, and (b) “you” and “your” shall also refer to User for all purposes hereunder.

“User Information”: (a) all material facts regarding a Transaction; any offering document, marketing materials and other documents prepared by the User or a User Affiliated Persons in connection with a Transaction or intended to be completed by investors in connection therewith; (b) all information necessary for Finalis to complete KYC and AML verifications; (c) information concerning the business and financial condition of each Transaction, User and User Affiliated Persons as Finalis may request in its discretion; and (d) all facts required to effectively service a User, understand the authority of each Person acting on behalf of a User and comply with Applicable Law.

“User Acknowledgement” User’s agreement hereby and with the Terms and to Finalis’ right to provide the Broker Dealer Services from locations, and/or through the use of Third-Party Providers and agents worldwide.

“User Affiliated Persons”: collectively, principals, employees, consultants, directors, partners, contractors, officers, agents, representatives, advisors, management, equity holders, executors, administrators, assigns and authorized Persons of 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 Broker Dealer Services, a Finalis Affiliated Person or a Finalis Third-Party Provider.

“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 Broker Dealer Services or via a Finalis Affiliated Person or a Finalis Third-Party Provider; 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” You, on behalf of yourself and your User Affiliated Persons, acknowledge and agree that you and your User Affiliated Persons shall:

(a)   promptly notify Finalis in writing of any order, action or notice (and provide Finaliscopies thereof) that involve your activities or would affect your ability to use the Broker Dealer Services and cooperate with any Finalis inquiry;

(b)   comply with, and exercise best efforts to ensure that Transactions comply with,
Applicable Law, which obligation is not subject to any of Finalis’ obligations under this Agreement, and exercise best efforts to ensure that all activities in non-U.S. jurisdictions will be conducted to comply with the Applicable Law of such non-U.S. jurisdictions as if such activity were undertaken in the U.S. Territory;

(c)   promptly notify Finalis in writing of any development that impacts the Broker Dealer
Services or the delivery of the Broker Dealer Services hereunder;

(d)   ensure Fees and other compensation required hereby to be paid to Finalis or its respective designee are so paid;

(e)   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;

(f) keep records up to date per Applicable Law;

(g)   refrain from engaging in Transactions involving Success Fees and other compensation required to be paid to Finalis (or its designee) that are not conducted through Finalis;

(h)   consult Finalis regarding any event implicating a Transaction and the Broker DealerServices;

(i) review with Finalis progress with, and permit the inspection of, all work accomplished orin progress in connection with a Transaction as required by Finalis;

(j) immediately notify Finalis in writing of any event or condition that would make or threaten to make you ineligible to conduct Transactions and cease all activity until Finalis determines to be appropriate in its sole discretion;

(k)   take all actions to ensure that all necessary consents in connection with the securities to be sold in Transactions have been obtained to include by Finalis;

(l) cooperate with Finalis in all matters relating to the Broker Dealer Services;

(m) promptly provide Finalis any and all information concerning your business or affairs and access to any and all information to enable Finalis to provide the Broker Dealer Services;

(n)   ensure that any information supplied to Finalis by User, a User Affiliated Person or a third party at User’s or a User Affiliated Person’s
request are true, fair, accurate and not misleading and do not omit any material facts, matters or information, and if anything occurs to render such facts, matters or information untrue, unfair, or misleading, User shall promptly notify Finalis and such third party in writing;

(o)   promptly, and without charge, provide all reasonable assistance required by Finalis to enable Finalis to provide the Broker Dealer Services pursuant to this Agreement;

(p)   not contact, solicit or deal with any party already introduced to any of them by Advisor,directly or indirectly, in connection with a Transaction without the prior express written authorization of Advisor;

(q)   not circumvent, avoid, bypass or obviate Advisor, directly or indirectly, to avoid payment of fees, commissions or any other form of compensation to Advisor;

(r) upon and as a condition of the closing of a Transaction, as a cost of such Transaction,pay Finalis by wire transfer of immediately available funds, prior to or concurrently with the consummation of such Transaction, a non-refundable Success Fee immediately and directly from the gross proceeds of such Transaction equal to the amount set forth in the applicable Letter Agreement;

(s)  make reasonable best efforts to covenant in the definitive documentation in connection with a Transaction that the applicable counterparty(ies) in such Transaction shall, at the sole option of Advisor, (a) deduct from any amounts payable to User or User’s current and former equity holders (or equivalent), management, employees and creditors in connection with such Transaction the amount of any Success Fee payable to Finalis hereunder and to pay such amount directly to Finalis, and (b) allow the Advisor with the reasonable opportunity, in manner that does not unreasonably interfere with the businesses and operations of the applicable counterparty(ies) to a Transaction to review all the books and records used in calculating the Success Fee and all components thereof; provided, that, in the event that Advisor identifies an underpayment and communicates such underpayment in writing to the applicable counterparty(ies) by submitting to the applicable counterparty(ies) supporting documentation, the applicable counterparty(ies) shall promptly issue a wire transfer of immediately available funds to Finalis for the full amount of such underpayment;

(t) if so agreed in the Banker Match Form, comply with the terms of (a) Exclusivity and (b) Right of First Refusal; and

(u)   commit reasonable time and resources to a Transaction and furnish Advisor and Finaliswith such information and access as is customary, appropriate and/or necessary for them to perform the Transaction Services.

“User Representations and Warranties” You, on behalf of yourself and your User Affiliated Persons, represent and warrant to Finalis the below representations and warranties throughout the Term and you shall promptly notify Finalis in writing of any deviation thereof:

(a)          If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the Party that you represent.

(b)         You have the power and authority to bind User and, as applicable, its User AffiliatedPersons to this Agreement and each shall be bound by the terms and conditions of this Agreement as if they were a party hereto.

(a) All information (including User Information) provided by User to Finalis and Advisor is complete, true and accurate in all respects.

(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 and Advisor 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 or Advisor information (including User 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 and shall be, in compliance with Applicable Law, and you shall not take any actions that would cause you, Advisor or Finalis to violate Applicable Law.

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

(i) Finalis Affiliated Persons may assume that any instruction, notice or request (however communicated) is authorized by you and you shall indemnify, hold harmless, pay and reimburse each of them pursuant to the indemnification terms hereof for all Losses, as they are incurred by any of them, resulting from its response to such instruction, notice or request.

(j) User is able to independently assess the merits of Finalis and the TransactionDocuments.

(k)   User is solely responsible for (i) all financial and other obligations associated with their business, (ii) risks incurred in the operation of their business, (iii) risks under and in connection with a Transaction and (iv) its own expenses under and in connection with this Agreement and will
not be entitled to reimbursement of any such expenses by Finalis.

(l) User conducts their business in their own name and in accordance with the highest standards, acting dutifully and in good faith and have not and shall not perform any act that would or might reflect adversely upon Finalis or Advisor or their respective business, integrity or goodwill.

(m) User will submit all filings and obtain all approvals that may be necessary to perform your obligations under this Agreement.

(n)   User is not a party with whom Finalis or Advisor is prohibited from doing business under Applicable Law.

(o)   Unless previously agreed to Finalis in writing, you did not, have no obligation to, and will not, directly or indirectly, give, offer, pay, promise to pay, or authorize the payment of money or anything of value to any Person under or in connection with this Agreement.

(p)   Neither you, your Affiliates nor any User Affiliated Person is a competitor of Finalis.

(q)   User does not have pending bankruptcy, reorganization or similar proceedings under any provision of the U.S. Bankruptcy Code, similar law or Applicable Law, and no receiver or trustee has been appointed relative to such a proceeding.

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

(s)  Except as has been duly and fully disclosed to Finalis in writing prior to the date hereof, no Foreign Official or Politically Exposed Person has any direct or indirect ownership interest in User or in the relationship established by this Agreement, or any direct or indirect legal or beneficial interest in this Agreement or in payments to be made under or in connection with this Agreement.

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

(u) 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.

(v) 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.

(w) 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.

(x) 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.

(y) 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.

(z) User hereby certifies daily on behalf of itself and User Affiliated Persons that neither it nor any of its User Affiliated Persons 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.

“Wire Instructions”: unless otherwise specified in writing by Finalis, all Fees are required to be delivered to the following bank account:

Bank: Webster Bank, N.A.
Address: One Jericho Plaza Suite 304, Jericho, NY 11753
Beneficiary: Finalis Securities LLC
Account Number: 7462861652
Routing Number (ACH + wires): 021913655
Swift Code: STETUS33

“WSP”: Finalis’ manual of written supervisory procedures, as amended.