Common use of Appointment, Term, and Termination Clause in Contracts

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 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of the offering by the Issuer post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed within this agreement, not to exceed $30,000. Notwithstanding anything to contrary, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then Rialto shall be entitled to retain 100% of the Signing Payment (defined below), which shall be Rialto’s sole and absolute right and remedy for such early termination. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal.

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 – Dealer On Boarding Agent for 1A (SEC) and5110 ), 5110 (FINRA) and Blue-Sky (States & Territories) filings’ b. Review investor information, including KYC (Know Your Customer) details, conduct AML (Anti-Money Laundering) Provide introductions and other compliance background checks, coordination with engaging additional parties and provide a recommendation to Issuer whether or not to accept investor as a customer of the Issuer;service providers 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 assist with use of an “Issuer Reg A Raise” website where potential and current investors begin the subscription agreement for the Investor participationprocess of onboarding/investing by entering their interest, required personal information and review and sign all offering related documentation; d. Manage exceptions with Investor subscription agreements, personal details or fundsperforming AML/KYC on all investors; e. Reconcile Investor subscription agreements and investment funds; f. Not provide any investment advice nor any investment recommendations to any investor; g. Coordinate coordination with Legal Counsel/Prep Services, Registered Transfer Agent of the Issuer, Blue Sky filing and monitoring Service and ; f. coordination with the escrow agent of the Issuer for offering if applicablefunds raised; g. coordination with the Issuer’s legal partners; and h. Maintain investor details securely providing other financial advisory services normal and not disclose to any third-party except customary for similar transactions and as required may be mutually agreed upon by regulators or in Rialto’s execution of services as listed in this agreement;Rialto Markets LLC and the Issuer (collectively, the “Services”). i. Review of the landing page and any marketing material related to the Offering.Investment Applicant Services (see Schedule B for associated fees) j. Provide investment technology “Payment Rails” for the use of providing investors with the ability to onboard invest in the offering using ACH and qualify potential investors (“InvestNow Technology”). including the “Invest Now” button link for Issuer’s websiteif available, credit cards. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) monthsmonths 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 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 Rialto 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 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of the offering by the Issuer post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed to within this agreement, not to exceed $30,000. Notwithstanding anything to contraryAs Rialto does not charge any fees up front, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then fee is to cover costs associated with the services and work performed by Rialto shall be entitled up to retain 100% the point of the Signing Payment (defined below), which shall be Rialto’s sole early termination and absolute right and remedy for such early terminationany regulatory type requirements after. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreementAgreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal. The Issuer shall not be responsible for paying the termination fee unless an offering or other type of transaction (as set forth in this agreement) is consummated within two years of the date of the engagement is terminated by the Issuer.

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 ), 5110 (FINRA) and Blue­Sky (States & Territories) filings’ b. Review investor information, including KYC (Know Your Customer) details, conduct AML (Anti-Money Laundering) Provide introductions and other compliance background checks, coordination with engaging additional parties and provide a recommendation to Issuer whether or not to accept investor as a customer of the Issuer;service providers 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 assist with use of an “Issuer Reg A Raise” website where potential and current investors begin the subscription agreement for the Investor participationprocess of onboarding/investing by entering their interest, required personal information and review and sign all Offering related documentation; d. Manage exceptions with Investor subscription agreements, personal details or fundsperforming AML/KYC on all investors; e. Reconcile Investor subscription agreements and investment funds; f. Not provide any investment advice nor any investment recommendations to any investor; g. Coordinate coordination with Legal Counsel/Prep Services, Registered Transfer Agent of the Issuer, Blue Sky filing and monitoring Service and ; f. coordination with the escrow agent of the Issuer for offering if applicablefunds raised; g. coordination with the Issuer’s legal partners; and h. Maintain investor details securely providing other financial advisory services normal and not disclose to any third-party except customary for similar transactions and as required may be mutually agreed upon by regulators or in Rialto’s execution of services as listed in this agreement;Rxxxxx and the Issuer (collectively, the “Services”). i. Review of the landing page and any marketing material related to the Offering.Investment Applicant Services (see Schedule B for associated fees) j. Provide investment technology “Payment Rails” for the use of providing investors with the ability to onboard invest in the Offering using ACH and qualify potential investors (“InvestNow Technology”). including the “Invest Now” button link for Issuer’s websiteif available, credit cards. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) months. months and will renew automatically for successive renewal terms of twelve (12) months each unless any party provides notice to the other party of non­renewal at least sixty (60) days prior to the expiration of the current term.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 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of In the offering by event that Issuer elects to terminate the Issuer post Offer after the issuance of the FINRA No Objection Letter will be and qualification of the greater Offering, but prior to making a good faith effort at offering and selling the securities, Issuer agrees to pay Rxxxxx a termination fee in the amount of $30,000 or 30,000. If Issuer terminates this offering after issuer makes a good faith effort to offer and sell the securities, then issuer shall pay Rialto the percentage owed to Rialto as agreed to within this agreement, . The early termination fee is only payable in the event that the offering is qualified by the SEC and Issuer does not make a good faith effort to exceed $30,000. Notwithstanding anything sell the securities and shall be used to contrary, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement cover costs associated with the SEC (Form 1-A services and accompanying Offering Circular). If Issuer exercises this work performed by Rialto up to the point of early termination right, then and any regulatory type of requirements that need to be performed by Rialto shall be entitled to retain 100% of the Signing Payment (defined below), which shall be Rialto’s sole and absolute right and remedy for after such early termination. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreementAgreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee. The Issuer shall not be responsible for paying the termination fee unless an offering or provision other type of any right transaction (as set forth in this Agreement) is consummated within two years of first refusalthe date of the engagement is terminated by the Issuer.

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 ), 5110 (FINRA) and Blue-Sky (States & Territories) 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 coordinate with Legal Counsel/Prep Services, Registered Transfer Agent of the Issuer, Blue Sky filing and monitoring Service Issuer 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. offering The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) monthsmonths 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 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 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of the offering by the Issuer post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed to within this agreement, not to exceed $30,000. Notwithstanding anything to contraryAs Rialto does not charge any fees up front, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then fee is to cover costs associated with the services and work performed by Rialto shall be entitled up to retain 100% the point of the Signing Payment (defined below), which shall be Rialto’s sole early termination and absolute right and remedy for such early terminationany regulatory type requirements after. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal.

Appointment, Term, and Termination. Issuer hereby engages a. The Company retains Dalmore to act as the Company’s intermediary for the Offering. The Company will furnish to Dalmore, among other things, the information required to complete the SEC Form C, including designating the signatories to such form. The Company authorizes and retains Rialto instructs Dalmore or its agents to file the Form C, amendments thereto, and one or more Form C¬Us (as necessary) relating to the Offering upon written sign-off from a single Company officer to be identified to Dalmore in writing. The Company authorizes Dalmore, its affiliates, agents and contractors, to review and perform due diligence in order to meet the obligations of Dalmore under applicable securities law including Reg CF and agrees to provide operations such parties with all reasonably necessary documents and compliance services information (the “Information”) reasonably necessary to perform such services. The Company acknowledges and agrees that Dalmore or its agents will use the Information provided by the Company and other sources to perform or obtain reviews of the Company and the Securities as listed: a. Act well as required reviews of the Investor Onboarding Agent/Broker background of Record for 1A Company, its affiliates and predecessors and its officers, directors and 20 percent shareholders (Bad Actor checks). The Company agrees that Dalmore and its personnel or agents, including legal counsel, will have sufficient opportunity to review the Information and the Form C prior to filing Form C with the SEC) and5110 (FINRA) filings’. Dalmore shall incorporate all comments from the Company into Form C prior to filing Form C with the SEC. Once Form C is filed with the SEC, Dalmore will make the Site available to the Company to commence the Offering. The Company agrees that the posting of any content on its Site shall be at Dalmore’s sole and absolute discretion. 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 This Agreement will commence on the Effective Date and will remain in effect for twelve (12) a period of 12 months. If Issuer defaults in performing the obligations under this Agreement, the This Agreement may be terminated (i) by the Company upon sixty thirty (6030) days written notice to Dalmore (ii) by Dalmore upon thirty (30) days written notice to Company if Issuer Company 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, unremedied for such thirty (ii30) 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 respectday period, (iii) by either party in order to comply with a Legal Requirement, provision of law or regulation if compliance cannot be timely achieved using commercially reasonable efforts, after providing as much notice as practicable, or (iv) by either party upon thirty (30) 30 days’ written notice if Issuer Company or Rialto 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 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer Company 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 this Agreement, which should reasonably survive termination, shall so survive, including, without limitation, confidentiality and non-use, notices, effects of termination, limitations of liability and indemnities, and the obligation to pay Fees relating to Services provided in accordance with this Agreement prior to termination. Fees for early termination of the offering by the Issuer post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed within this agreement, not to exceed $30,000. Notwithstanding anything to contrary, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then Rialto shall be entitled to retain 100% of the Signing Payment (defined below), which shall be Rialto’s sole and absolute right and remedy for such early termination. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal.

Appointment, Term, and Termination. Issuer Client 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 Xxxxxx xxx 0X (SECXXX), 0000 (XXXXX) and5110 and Blue-Sky (FINRAStates & Territories) filings’ b. Review investor information, including KYC (Know Your Customer) details, conduct AML (Anti-Money Laundering) Provide introductions and other compliance background checks, coordination with engaging additional parties and provide a recommendation to Issuer whether or not to accept investor as a customer of the Issuer;service providers 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 assist with use of an “Issuer Reg A Raise” website where potential and current investors begin the subscription agreement for the Investor participationprocess of onboarding/investing by entering their interest, required personal information and review and sign all offering related documentation; d. Manage exceptions with Investor subscription agreements, personal details or fundsperforming AML/KYC on all investors; e. Reconcile Investor subscription agreements and investment funds; f. Not provide any investment advice nor any investment recommendations to any investor; g. Coordinate coordination with Legal Counsel/Prep Services, Registered Transfer Agent of the Issuer, Blue Sky filing and monitoring Service and Company; f. coordination with the escrow agent of the Company for offering if applicablefunds raised; g. coordination with the Company’s legal partners; and h. Maintain investor details securely providing other financial advisory services normal and not disclose to any third-party except customary for similar transactions and as required may be mutually agreed upon by regulators or in Rialto’s execution of services as listed in this agreement;Rialto Markets LLC and the Company (collectively, the “Services”). i. Review of the landing page and any marketing material related to the Offering.Investment Applicant Services (see Schedule B for associated fees) j. Provide investment technology “Payment Rails” for the use of providing investors with the ability to onboard and qualify potential investors (“InvestNow Technology”). including invest in the “Invest Now” button link for Issuer’s websiteoffering using credit cards and/or ACH. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) monthsmonths 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 Issuer Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Issuer 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 Issuer 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 Issuer Client or Rialto 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of the offering by the Issuer Client post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed to within this agreement. As Rialto does not charge any fees up front, not to exceed $30,000. Notwithstanding anything to contrary, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then fee is to cover costs associated with the services and work performed by Rialto shall be entitled up to retain 100% the point of the Signing Payment (defined below), which shall be Rialto’s sole early termination and absolute right and remedy for such early terminationany regulatory type requirements after. The Issuer Client has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An IssuerA Client’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal. The Client shall not be responsible for paying the termination fee unless an offering or other type of transaction (as set forth in this agreement) is consummated within two years of the date of the engagement is terminated by the Client.

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 websiteoffering. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) monthsmonths 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 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 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of the offering by the Issuer post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed within this agreement, not to exceed $30,000. Notwithstanding anything to contrary, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then Rialto shall be entitled to retain 100% of the Signing Payment (defined below), which shall be Rialto’s sole and absolute right and remedy for such early termination5,000. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal.

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 Xxxxxx xxx 0X (SECXXX), 0000 (XXXXX) and5110 and Blue-Sky (FINRAStates & Territories) 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 coordinate with Legal Counsel/Prep Services, Registered Transfer Agent of the Issuer, Blue Sky filing and monitoring Service Company 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. offering The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) monthsmonths 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 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 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of the offering by the Issuer post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed to within this agreement, not to exceed $30,000. Notwithstanding anything to contraryAs Rialto does not charge any fees up front, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then fee is to cover costs associated with the services and work performed by Rialto shall be entitled up to retain 100% the point of the Signing Payment (defined below), which shall be Rialto’s sole early termination and absolute right and remedy for such early terminationany regulatory type requirements after. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal.

Appointment, Term, and Termination. Issuer Client hereby engages and retains Rialto to provide operations and compliance services as listed: a. Act as the Investor Onboarding Agent/Broker of Record Agent for 1A (SEC) and5110 ), 5110 (FINRA) and Blue-Sky (States & Territories) filings’ b. Review investor information, including KYC (Know Your Customer) details, conduct AML (Anti-Money Laundering) Provide introductions and other compliance background checks, coordination with engaging additional parties and provide a recommendation to Issuer whether or not to accept investor as a customer of the Issuer;service providers 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 assist with use of an “Issuer Reg A Raise” website where potential and current investors begin the subscription agreement for the Investor participationprocess of onboarding/investing by entering their interest, required personal information and review and sign all offering related documentation; d. Manage exceptions with Investor subscription agreements, personal details or fundsperforming AML/KYC on all investors; e. Reconcile Investor subscription agreements and investment funds; f. Not provide any investment advice nor any investment recommendations to any investor; g. Coordinate coordination with Legal Counsel/Prep Services, Registered Transfer Agent of the Issuer, Blue Sky filing and monitoring Service and Company or Cap Table Manager; f. coordination with the escrow agent of the Company for offering if applicablefunds raised; g. coordination with the Company’s legal partners; and h. Maintain investor details securely providing other financial advisory services normal and not disclose to any third-party except customary for similar transactions and as required may be mutually agreed upon by regulators or in Rialto’s execution of services as listed in this agreement;Rialto Markets LLC and the Company (collectively, the “Services”). i. Review of the landing page and any marketing material related to the Offering.Investment Applicant Services (see Schedule B for associated fees) j. Provide investment technology Connecting “Payment Rails” for the use of providing investors with the ability to onboard invest in the offering using ACH and qualify potential investors (“InvestNow Technology”). including the “Invest Now” button link for Issuer’s websiteif available, credit cards. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) monthsmonths 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 Issuer Client defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Issuer 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 Rialto or Issuer 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 Issuer Client or Rialto 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of the offering by the Issuer Client post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed to within this agreement, not to exceed $30,000. Notwithstanding anything to contraryAs Rialto does not charge any fees up front, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then fee is to cover costs associated with the services and work performed by Rialto shall be entitled up to retain 100% the point of the Signing Payment (defined below), which shall be Rialto’s sole early termination and absolute right and remedy for such early terminationany regulatory type requirements after. The Issuer Client has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An IssuerA Client’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal. The Client shall not be responsible for paying the termination fee unless an offering or other type of transaction (as set forth in this agreement) is consummated within two (2) years of the date of the engagement is terminated by the Client.

Appointment, Term, and Termination. Issuer a. Client hereby engages and retains Rialto Dalmore to provide operations technology and compliance services as listed: a. Act as the Investor Onboarding Agent/Broker of Record for 1A (SEC) and5110 (FINRA) filings’at Client’s discretion. 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 a period ending on the earlier of: (12i) monthsthe final closing of the Offering for a Series for which Dalmore acts as broker-of-record, or (ii) the last date under which securities are permitted by applicable SEC rules to be offered and sold by Client under Client’s Offering Statement on Form 1-A that was initially filed by Client with the SEC on or about August 16, 2022 (the “Term”). If Issuer either Party defaults in performing the obligations under this Agreement, the Agreement may be terminated (i) upon sixty (60) days written notice if Issuer 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 thirty (30) days written notice if Dalmore fails to perform or observe any material term, covenant of condition to be performed or observed by it under this Agreement and such failure is uncured within the thirty days, (iii) upon written notice, if any material DocuSign Envelope ID: 5BAFF36D-8B91-42A0-BF1B-295C022CF437 representation or warranty made by either Provider Dalmore or Issuer Client proves to be incorrect at any time in any material respect, (iiiiv) 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 (ivv) upon thirty (30) days’ days written notice from Client for convenience, or (vi) upon thirty (30) days written notice if Issuer Client or Rialto 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 unappealable order for relief, under any bankruptcy, insolvency or other similar law, or either party 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 Issuer 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 in accordance with this Agreement prior to termination. Fees for early termination of the offering by the Issuer post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed within this agreement, not to exceed $30,000. Notwithstanding anything to contrary, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC (Form 1-A and accompanying Offering Circular). If Issuer exercises this early termination right, then Rialto shall be entitled to retain 100% of the Signing Payment (defined below), which shall be Rialto’s sole and absolute right and remedy for such early termination. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal.

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 websiteoffering. The Agreement will commence on the Effective Date and will remain in effect for a period of twelve (12) monthsmonths 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 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 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 description in this section of specific remedies will not exclude the availability of any other remedies. Any delay or failure by Issuer 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. Fees for early termination of the offering by the Issuer post the issuance of the FINRA No Objection Letter will be the greater of $30,000 or the percentage owed to Rialto as agreed within this agreement, not to exceed $30,000. Notwithstanding anything Early termination fees apply to contrary, Issuer has the right to terminate this Agreement upon written notice thereof to Rialto if the FINRA No Objection Letter is not obtained within 42 days following the date of filing by Issuer of its Offering Statement with the SEC initial term (Form 1-A and accompanying Offering Circular12 months). If Issuer exercises As Rialto does not charge any fees up front, this early termination right, then fee is to cover costs associated with the services and work performed by Rialto shall be entitled up to retain 100% the point of the Signing Payment (defined below), which shall be Rialto’s sole early termination and absolute right and remedy for such early terminationany regulatory type requirements after. The Issuer has a right of “termination for cause” which includes the material failure of Rialto Markets to provide the services outlined in this agreement. An Issuer’s exercise of its right of “termination for cause” eliminates any obligations with respect to the payment of any termination fee or provision of any right of first refusal.