Common use of Xxxxxxxx Under Separate Agreement Clause in Contracts

Xxxxxxxx Under Separate Agreement. This Agreement does not address nor authorize DriveWealth to provide, investment banking or underwriter services to Issuer, to act as an underwriter or selling group member, to issue the Securities, to provide advice or advisory services in connection with the services as set forth in Schedule B, to recommend the Securities or the Offering, or to make any suitability determinations with respect to any DriveWealth Customer. DriveWealth is not committing to and does not intend to purchase any of the Securities for its own account or that of an Affiliate. However, Issuer and DriveWealth understand and agree that, in addition to the services provided herein and under a separate agreement (a “Selling Agreement”) which may be entered into between Issuer or sales agent and DriveWealth, DriveWealth may participate in the Offering as a dealer in the sale of the Securities. In its capacity as a dealer, DriveWealth shall be entitled to receive a reallowance on commissions in accordance with the Selling Agreement, which shall be compensation for DriveWealth's portion of the commissions as a Dealer and shall be separate and distinct from the fees set forth in Schedule D of this Agreement.