Appointment, Term, and Termination a. Client hereby engages and retains Dalmore to provide operations and compliance services at Client’s discretion.
b. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Client proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if Client or Dalmore commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappeable order for relief, under any bankruptcy, insolvency or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors. The description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Client to exercise any right, power, remedy or privilege will not be construed to be a waiver of such right, power, remedy or privilege or to limit the exercise of such right, power, remedy or privilege. No single, partial or other exercise of any such right, power, remedy or privilege will preclude the further exercise thereof or the exercise of any other right, power, remedy or privilege. All terms of the Agreement, which should reasonably survive termination, shall so survive, including, without limitation, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided prior to termination.
Appointment, Term, and Termination. Issuer hereby engages and retains Rialto to provide operations and compliance services as listed:
a. Act as the Investor Onboarding Agent/Broker of Record for 1A (SEC) and5110 (FINRA) filings’
b. Review investor information, including KYC (Know Your Customer) details, conduct AML (Anti-Money Laundering) and other compliance background checks, and provide a recommendation to Issuer whether or not to accept investor as a customer of the Issuer;
c. Review each investors subscription agreement to confirm such Investors participation in the offering, and provide a determination to Issuer whether or not to accept the use of the subscription agreement for the Investor participation;
d. Manage exceptions with Investor subscription agreements, personal details or funds;
e. Reconcile Investor subscription agreements and investment funds;
f. Not provide any investment advice nor any investment recommendations to any investor;
g. Coordinate with Legal Counsel/Prep Services, Registered Transfer Agent of the Issuer, Blue Sky filing and monitoring Service and escrow agent for offering if applicable;
h. Maintain investor details securely and not disclose to any third-party except as required by regulators or in Rialto’s execution of services as listed in this agreement;
i. Review of the landing page and any marketing material related to the Offering.
j. Provide investment technology to onboard and qualify potential investors (“InvestNow Technology”). including the “Invest Now” button link for Issuer’s website. The Agreement will commence on the Effective Date and will remain in effect for twelve (12) months. If Issuer defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Issuer fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Issuer proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty (30) days’ written notice if Issuer or Rialto commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a f...
Appointment, Term, and Termination a. Client hereby engages and retains Cultivate to provide operations and compliance services at Client’s discretion.
b. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non-renewal at least sixty (60) days prior to the expiration of the current term. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied,
Appointment, Term, and Termination. Issuer hereby engages and retains Rialto to provide operations and compliance services as listed:
a. Act as the Broker – Dealer On Boarding Agent for 1A (SEC), 5110 (FINRA) and Blue-Sky (States & Territories) filings’
b. Provide introductions and coordination with engaging additional parties and service providers
c. assist with use of an “Issuer Reg A Raise” website where potential and current investors begin the process of onboarding/investing by entering their interest, required personal information and review and sign all offering related documentation;
d. performing AML/KYC on all investors;
e. coordination with Registered Transfer Agent of the Issuer;
f. coordination with the escrow agent of the Issuer for funds raised;
g. coordination with the Issuer’s legal partners; and
h. providing other financial advisory services normal and customary for similar transactions and as may be mutually agreed upon by Rialto Markets LLC and the Issuer (collectively, the “Services”).
i. Investment Applicant Services (see Schedule B for associated fees)
Appointment, Term, and Termination. 7.3.1. The Consensus Body shall strive to consist of no fewer than 7 and no more t h a n 25 members. The Consensus Body shall be sufficiently diverse to e n su r e reasonable balance in accordance with the ANSI Essential Requirements. No more than one third of the members of a Consensus Body shall be representatives of any one interest category, as delineated in the latest version of Academy Standards Board Procedures for the Development of American National Standards.
7.3.2. Any interested person may submit an application to the Secretariat for membership on the Consensus Body. Members of the Consensus Body shall consist of persons or individuals representing entities from various interest categories, including but not limited to organizations, companies, government agencies, and individuals having interest in the activities of the Academy, forensic sciences, law enforcement, legal and/or other actions impacted by forensics and forensic standards.
7.3.3. The Academy Standards Board will oversee the initial establishment of the Consensus Body and periodically review the composition of the Consensus Bodies. It shall direct remedial actions if it deems that there is insufficient balance among the current members of the Consensus Body or if there is perceived dominance in any Consensus Body. The Academy Standards Board will strive to achieve balance and avoid dominance in or across interest categories in the process. The Academy Standards Board, after taking into account recommendations of the Secretariat, shall appoint the initial members of the Consensus Body.
7.3.4. The selection and addition of members following the establishment of the initial Consensus Body shall be subject to the review of the Secretariat and a majority vote of the total number of voting members of the Academy Standards Board. The termination of any member of a Consensus Body shall be subject to the review of the Secretariat and majority vote of the voting members of the Academy Standards Board.
7.3.5. The Consensus Body shall at all times be constituted to ensure conformance with ANSI Essential Requirements and the latest version of the Academy Standards Board Procedures for the Development of American National Standards. In designating members of the Consensus Body, the Academy Standards Board will consider:
i. The need for active participation by each interest category;
ii. the potential for achieving or maintaining balance and non- dominance in representation;
iii. the extent of in...
Appointment, Term, and Termination a. Client hereby engages and retains DMS to provide consulting, operations and compliance services at Client’s discretion.
b. If Client elects to carry out a Regulation CF Offering, Client retains DMS to act as the Client’s Intermediary for the Offering, as defined by 17 C.F.R. Part 227.
c. The Agreement will remain in effect for a period of the earlier of: 1) twelve (12) months from the signing of the Order Form (“Term”) and will renew automatically for successive renewal terms of sixty (60) days prior to the expiration of the current term or 2) the closing of the Offering. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Clients fails to perform or observe any material term, covenant, or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice if any material representation or warranty made by Client proves to be incorrect at any time in any material respect, (iii) upon written notice, in order to comply with a legal requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or, (iv) without limiting the foregoing, at any time if, after the commencement of DMS’s due diligence of the Client, DMS believes that is not advisable to proceed with the contemplated Offering. If Client or DMS commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappealable order for relief, under any bankruptcy, insolvency, or other similar law, or either party executes and delivers a general assignment for the benefit of its creditors, the Agreement may be terminated upon thirty (30) days’ written notice.
d. The termination of this Agreement as described herein shall not exclude the availability of any other remedies. Any delay or failure by either party to exercise, in whole or in part, any right, power, remedy or privilege shall not be construed as a waiver or limitation to exercise, in whole or in part, such right, power, remedy or privilege.
e. All terms of the Agreement, which should reasonably survive termination, shall survive, including, without limitation, confidentiality, limitations of liability and indemnities, arbitration and the obligation to pay Fees relating to Services provided prior to termination.
Appointment, Term, and Termination a. Client hereby engages and retains Dalmore to provide sales, operations and compliance services at Client’s discretion.
b. The Agreement will commence on the Effective Date and will remain in effect for a maximum period of twelve (12) months. The Agreement will automatically terminate if the offering raises the maximum amount or if Client chooses to close the offering early, or if the client decide to close the offering before reaching the maximum amount. If Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Client fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement and such failure continues to be unremedied, (ii) upon written notice, if any material representation or warranty made by either Provider or Client proves to be incorrect at any time in any material respect, (iii) in order to comply with a Legal Requirement, if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) upon thirty
Appointment, Term, and Termination a. Client hereby engages and retains Dxxxxxx as the broker of record for each Offering, providing operations and compliance services at Client’s discretion.
b. The Agreement will commence on the Effective Date and will remain in effect for a period ending on the earlier of (i) the final closing of an Offering; or (ii) twelve (12) months from the date hereof (the “Term”). This Agreement may be terminated upon any of the following events (each, an “Event of Default”):
i. If either party fails to perform or observe any material term, covenant or condition to be performed or observed by it under this Agreement, and such failure continues to be unremedied for a period of thirty (30) days after receipt of written notice from the other party;
ii. If any material representation or warranty made by either party proves to be incorrect at any time in any material respect, and if curable, continues uncured for a period of thirty
Appointment, Term, and Termination a. Issuer hereby engages Dalmore to serve as the broker of record in connection with the Offering. The Parties agree that Dalmore shall provide only those services listed on Exhibit A attached hereto (the “Services”), unless otherwise agreed to in writing by the Parties. It is expressly understood and acknowledged that Dalmore’s services hereunder shall be subject to, among other things, satisfactory completion of due diligence by Dalmore and such other conditions that Dalmore may deem appropriate in light of the Services being provided. Except as provided hereunder, Dalmore will not have any authority to act as agent for Issuer.
b. This Agreement shall continue in effect until terminated in accordance with the following:
(i) in writing by mutual consent of the Parties; or
(ii) by Issuer, if as of the eighteen (18) month anniversary of the Effective Date, the Offering has not had its final Closing; or
(iii) the SEC has issued an order granting the Issuer’s request to withdraw its Offering Statement on Form 1-A or other offering document; or
(iv) by Dalmore, at any time upon sixty (60) days’ notice to Issuer; or
(v) by either Party, upon ten (10) days’ written notice, if the other Party commences a voluntary proceeding seeking liquidation, reorganization or other relief, or is adjudged bankrupt or insolvent or has entered against it a final and unappealable order for relief, under any bankruptcy, insolvency or other similar law, or such Party executes and delivers a general assignment for the benefit of its creditors; or
(vi) by either Party, upon ten (10) days’ written notice, upon a material breach of the terms hereof by the other Party, or in the event that the other Party becomes subject to any regulatory or governmental proceeding or other litigation that is likely to have a material adverse effect on the ability of such Party to perform its obligations hereunder or otherwise is reasonably likely to cause harm to the reputation of such Party.
Appointment, Term, and Termination
