ISSUER CUSTODY AND SERVICES AGREEMENT

ISSUER CUSTODY AND SERVICES AGREEMENT

This Issuer Custody and Services Agreement (this “Agreement”) is effective this 25th day of August, 2016 (the “Effective Date”) by and among UNATION, LLC (Company Name), a Delaware limited liability company (“Issuer”), and Xxxxx Capital Corporation (“Xxxxx”), a Florida corporation. Issuer and Xxxxx are hereby referred to collectively as the “Parties” or individually as a “Party”.

RECITALS

A. WHEREAS, Xxxxx is a registered introducing broker-dealer that, among other things, provides introduced brokerage services that include but are not limited to custody of non-public/unlisted security interests, holding of customer funds, and other related services for market participants;

B. WHEREAS, Issuer has issued, or intends to issue, certain securities pursuant to SEC Laws in compliance with the Securities Act including but not limited to exemptions such as Rule 506(b), 506(c) and Regulation A as well as intrastate crowd funding rules to the extent described on Schedule A (“Private Security(ies)”);

C. WHEREAS, Issuer wishes to engage Xxxxx, and Xxxxx wishes to accept such engagement, to introduce custody through Xxxxx’x Clearing Firm/Custodian for custody of some or all of the Private Securities held by purchasers thereof and to perform related services with respect thereto.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein, and intending to be legally bound, the Parties hereby agree as follows:

1	DEFINITIONS

	1.1	“Action” shall have the meaning set forth in Section 7.2 of this Agreement.

	1.2	“ACH” means Automated Clearing House.

	1.3	“Affiliate” means any person that is directly or indirectly, through one or more intermediaries, Controlling, Controlled by, or under common Control with, one of the parties hereto. For purposes of this definition,“Control” shall mean possessing, directly or indirectly, the power to direct or cause the direction of the management, policies and operations of a person, whether through ownership of voting securities, by contract or otherwise.

	1.4	“Books and Records” shall have the meaning set forth in Schedule B-1.

	1.5	“Branding” means trademarks, service marks, domain names, logos, links, navigation and other indicators of origin.

	1.6	“Content” means any or all text, images, video, audio, graphics, and other data, products, materials, services, text, pointers, technology, code, language, functions and software, including Branding.

	1.7	“Exchange Act” means the Securities Exchange Act of 1934, as amended.

	1.8	“Fees” shall have the meaning set forth in Section 3.1 of this Agreement.

	1.9	“FINRA” means the Financial Industry Regulatory Authority, Inc. or any successor thereto.

	1.10	“Xxxxx Branding” means all Branding (other than from Issuer) used by Xxxxx and includes any Branding provided by Xxxxx to Issuer for use on the Issuer Site.

Issuer Custody of Private Securities Only Agreement

	1.11	“Xxxxx Content” means the Content owned by, licensed for use by, or otherwise permitted to be used by Xxxxx in any manner, which for the avoidance of doubt shall in no event include Issuer Content.

	1.12	“Xxxxx Customer” means a person that has executed a customer account agreement with Xxxxx and maintains a brokerage account with Xxxxx, whether or not they have purchased the Private Securities.

	1.13	“Xxxxx Indemnified Parties” shall have the meaning set forth in Section 7.2 of this Agreement.

	1.14	“Xxxxx Name” means, and includes, the name of Xxxxx or any of its Affiliates, or the name of any member, stockholder, partner, manager or employee of Xxxxx or any of its Affiliates, or any trade name, trademark, logo, service xxxx, symbol or any abbreviation, contraction or simulation thereof owned or used by Xxxxx or any of its Affiliates.

	1.15	“Custody and introduced services” means services that are introduced by Xxxxx but may be provided by another service provider or company such as a bank or another brokerage and/or clearing firm that actually holds securities and funds, As of the date hereof, all Xxxxx clients are introduced to Xxxxxxx Xxxxx Financial Services although Xxxxx may from time to time, use other clearing firms and custodians of a similar nature, as it, in its discretion, may determine.

	1.16	“Investor(s)” means a Xxxxx Customer who holds the Private Securities in a brokerage account with Xxxxx, excluding the Issuer.

	1.17	“Issuer Branding” means all Branding (other than from Xxxxx) used by Issuer and includes any Branding provided by Issuer to Xxxxx for use on the Xxxxx Site.

	1.18	“Issuer Content” means the Content owned by, licensed for use by, or otherwise permitted to be used by

		Issuer in any manner,which for the avoidance of doubt shall in no event include Xxxxx Content.

	1.19	“Issuer Indemnified Parties” shall have the meaning set forth in Section 7.3 of this Agreement.

	1.20	“Issuer Site” means those internet sites as set forth on Schedule A maintained by the Issuer or an Affiliate of the Issuer for the purpose of offering the Private Securities.

	1.21	“Law” or “Legal Requirement” means any statute, law, ordinance, rule or regulation, or any order, judgment, or plan, of any court, arbitrator, department, agency, authority, instrumentality or other body, whether federal, state, municipal, foreign, self-regulatory or other that governs the activities of either of the Parties.

	1.22	“Losses” shall have the meaning set forth in Section 7.2 of this Agreement.

	1.23	“Offering” means the offering, pursuant to a registration statement under the Securities Act or an exemption therefrom, of Private Securities to Investors.

	1.24	“Private Placements Platform” means such technology owned, operated or made available by Xxxxx or an Affiliate of Xxxxx for Issuer’s use in making the Private Securities available in a direct Offering.

	1.25	“Private Security(ies)” shall have the meaning set forth in the Recitals. This definition does not restrict the Parties to expand the scope of securities that may also include various public offerings.

	1.26	“SEC” means the U.S. Securities and Exchange Commission.

	1.27	“Securities Act” means the Securities Act of 1933, as amended.

	1.28	“Services” shall have the meaning set forth in Section 2.1 of this Agreement.

Issuer Custody of Private Securities Only Agreement

1.29

“Term” shall have the meaning set forth in Section 8.1 of this Agreement.

2	INTRODUCED CUSTODIAL AND RELATED SERVICES

	2.1	Custodial and Related Services. Xxxxx shall introduce custodian to hold, as nominee custodian, the Private Securities and perform related services with respect to the Issuer to the extent explicitly contemplated by specific provisions contained in Schedule B-1 of this Agreement and shall not be responsible for any duties or obligations not specifically allocated to Xxxxx pursuant to this Agreement, which services shall be contingent upon Issuer meeting its obligations as outlined in this Agreement includingSchedule B-2, and as limited by Schedule C of this Agreement (the “Services”). Xxxxx may also, in its sole discretion, take such actions as it reasonably deems necessary to perform due diligence or investigation with respect to the Issuer and/or any Offering at any time and from time to time.

	2.2	Exclusivity. Because confusion and inconsistencies may arise from the use of multiple recordkeeping and custody systems to hold the Private Securities in the U.S or elsewhere., unless otherwise agreed to between the Parties, Issuer shall not, during the Term, establish, maintain or permit any other person to establish or maintain on its behalf a similar relationship with a custodian, clearing broker or transfer agent to perform the Services with respect to the Private Securities.

	2.3	Modifications to Xxxxx Systems, Platforms and Operations. Xxxxx upgrades and enhances its platform and amends, modifies and changes its operations and procedures on a consistent basis. Xxxxx reserves the right, therefore, in its sole discretion, to change or modify the Private Placements Platform at any time and from time to time.

	2.4	No Discretionary Authority. Unless and only to the extent specifically described in any separate agreement between Xxxxx and the Issuer: (a) Xxxxx shall, at all times, act solely in a passive, non-discretionary capacity with respect to the Issuer and each Investor and each brokerage account with Xxxxx maintained by Issuer or each Investor and shall not be responsible or liable for any investment decisions or recommendations with respect to the purchase or disposition of any Private Security or other assets; (b) Xxxxx shall not be responsible for questioning, investigating, analyzing, monitoring, or otherwise evaluating any of the investment decisions of any Investor or reviewing the prudence, merits, viability or suitability of any investment decision made by any Investor, including the decision to purchase or hold the Private Securities or such other investment decisions or direction that may be provided by any individual or entity with authority over the relevant Investor; and (c) Xxxxx shall not be responsible for directing investments or determining whether any investment by an Investor or any person or entity with authority to make investment decisions on Investor’s behalf is acceptable under applicable Law.

		*However, Xxxxx reserves the right to perform due diligence and review suitability on each* *investor as required by regulation. Additionally Xxxxx reserves the right to deny or oppose* *the account opening, or the transaction, if Xxxxx, in its sole discretion, believes or has* *reason to believe that the investment is unsuitable for the investor, or if Xxxxx believes or* *has reason to believe that the investor violated or may violate securities laws, and the issuer* *shall indemnify Xxxxx for any such action taken by Xxxxx.*

	2.5	Book Entry Securities. The Private Securities will be book entry securities on Xxxxx’x Books and Records and held for the benefit of the Investors. Xxxxx will maintain, as part of the Services, information as to amounts owed and paid with respect to the Private Securities to the individual Investors. Accordingly, Xxxxx will accurately maintain its Books and Records and to provide Issuer information from its Books and Records as reasonably requested by Issuer. Issuer shall maintain on its books and records the amount owed and paid to Investors with respect to the Private Securities, which may be in aggregate if permitted by Law and include an omnibus position in the Private Securities at Xxxxx, held and maintained for the benefit of the Investors. Issuer will notify Xxxxx immediately if the amount owed or paid with respect to the Private Securities to Investors or the position held on Issuer’s books and records is different from the amount that Xxxxx reports to Issuer.

Issuer Custody of Private Securities Only Agreement

FEES

	3.1	Fees. Issuer shall pay to Xxxxx the fees specified in Schedule D to this Agreement (collectively, “Fees”). Issuer authorizes Xxxxx to debit the Fees or any other obligation of Issuer to Xxxxx automatically from the Issuer’s account with Xxxxx as such becomes due. Issuer will maintain sufficient cash in, and from time to time and promptly upon request of Xxxxx, deposit sufficient funds in, such account to ensure payment of its obligations, including the Fees, to Xxxxx.

	3.2	Required Fee Changes. Xxxxx reserves the right to increase, amend or change the Fees as a result of: (a) changes in Law; (b) increased costs or fees charged by vendors or third party service providers, including service providers that are Affiliates of Xxxxx, that in Xxxxx’x sole reasonable judgment reasonably requiresQuint to incur new or increased costs to provide the Services; or (c) changes in the Services that result in the performance of additional, duplicative or amended activities by Xxxxx under this Agreement, which, in Xxxxx’x sole judgment reasonably causes Xxxxx to incur new or increased costs.

	3.3	Discretionary Fee Changes. Xxxxx reserves the right to increase, amend or change the Fees as a result of changes in the business environment, internal procedural changes, its determination to increase the profitability of providing the Services, or other matters foreseen or unforeseen.

	3.4	Fee Change Procedure. Prior to debiting the Issuer’s account for Fees that have changed pursuant to this Section 3, Xxxxx promptly will provide Issuer with an amended Schedule D or such other documentation necessary to describe the Fee changes, along with an explanation of any changes. Any amendments or updates to the Fees in Schedule D or otherwise shall become effective upon the expiration of the earlier of thirty (30) days after the date of such notice or, should the Fee change be due to costs or fees from a third party, whether or not the third party is an Affiliate of Xxxxx, then the date on which such third party costs or fees become effective.

4	NAMES, BRANDS, WEBSITES AND CONTENT

	4.1	Use of Xxxxx Name, Xxxxx Brand and Xxxxx Content. Issuer shall not, and shall cause its representatives not to, without the prior written consent of Xxxxx: (a) use in advertising, publicity, or otherwise any Xxxxx Name, Brand or Content, or (b) represent, directly or indirectly, that Issuer, any Affiliate of Issuer, or any representative of Issuer or the Private Securities have been approved, endorsed, or recommended by Xxxxx or any of its Affiliates. In addition, all use of the Xxxxx Name, Branding or Content and all descriptive materials about the Services used by the Issuer on the Issuer Site or elsewhere, must be reviewed and approved by

		Xxxxx, as to appearance, substance and placement, prior to use by Issuer. Xxxxx may also require a “jump” or other interstitial page in connection with any links or references to Xxxxx or any of its websites or otherwise if deemed necessary by Xxxxx to ensure clear demarcation between any websites or content of Xxxxx and any websites or content of Issuer. Issuer understands that any breach hereof may also cause a breach of Law, and Issuer will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.

	4.2	Use of Issuer Name, Issuer Brand and Issuer Content. Xxxxx shall not, and shall cause its representatives not to, without the prior written consent of Issuer use in advertising, publicity, or otherwise any Issuer Name, Brand or Content. In addition, all use of the Issuer Name, Branding or Content on the Xxxxx Site must be reviewed and approved by Issuer, as to appearance, substance and placement, prior to use by Xxxxx. Issuer may also require a “jump” or other interstitial page in connection with any links or references to Issuer or any of its websites or otherwise to ensure clear demarcation between any websites or content of Issuer and any websites or content of Xxxxx. Xxxxx understands that any breach hereof may also cause a breach of Law, and Xxxxx will be liable hereunder for any failure to obtain such prior approval or otherwise comply with these provisions.

Issuer Custody of Private Securities Only Agreement

	4.3	No Responsibility for Issuer Site or Issuer Content. Xxxxx is not preparing, endorsing, adopting, reviewing or approving in any way the Issuer Site or Issuer Content or any offering material, including any offering memorandum, or any other materials of any kind prepared by Issuer or on behalf of Issuer (even if prepared by Xxxxx on behalf of Issuer) wherever it may appear, except to the extent that the Issuer Site, Issuer Content or other material specifically references Xxxxx, and has been approved by Xxxxx in writing, and then only to the limited extent of such reference.

	4.4	No License of Intellectual Property. No license or grant of any intellectual property of any nature whatsoever, including any Branding or Content, or any data, business method, patents or applications thereof or similar material shall be deemed granted, licensed or otherwise from either Party (or any Affiliate thereof) to the other (or any Affiliate thereof) under this Agreement.

5	CONFIDENTIAL INFORMATION

	5.1	Either Party or any Affiliate thereof may disclose to the other or an Affiliate thereof (the recipient being the

		“Receiving Party”) certain technical or other business information that is not generally available to the public, the specific terms of this Agreement, and/or personal information relating to any person (specifically including in the case of Xxxxx, information relating to a Xxxxx Customer). All such information is referred to herein as “Confidential Information”. Notwithstanding the foregoing, the Books and Records as they pertain to the Private Securities (and with the permission of the Investors with respect to any personally identifying information), will be made available to Issuer, and shall be Confidential Information as to Xxxxx, and may only be used by Issuer in accordance with Law or as otherwise authorized by the Xxxxx Customer to whom the information pertains by affirmative or negative consent, as permitted.

	5.2	The Receiving Party agrees to use Confidential Information solely in conjunction with its performance under this Agreement, in conducting an Offering, and or as otherwise authorized by the Xxxxx Customer to whom the information pertains by affirmative or negative consent, as permitted, and not to disclose or otherwise use such information in any other fashion and to maintain such information with at least the standard of care it uses to protect its own Confidential Information, but in no event less than a reasonable standard of care.

	5.3	The Receiving Party will not be required to keep confidential such Confidential Information to the extent that it: (a) becomes generally available without fault on its part; (b) is already rightfully in the Receiving Party’s possession prior to its receipt from the disclosing Party; (c) is independently developed by the Receiving Party; (d) is rightfully obtained by the Receiving Party from third parties; or (e) is otherwise required to be disclosed by law or judicial process.

	5.4	Information related to this Agreement shall be deemed Confidential Information, but in the event either Party wishes to disclose such information, such Party shall seek the prior written consent of the other, and such consent shall not be unreasonably withheld.

	5.5	Unless required by Law, including but not limited to regulatory or judicial requests for information (whether formal or informal), or to assert its rights under this Agreement, and except for disclosure on a “need to know basis” to its own employees, and its legal, investment and financial advisers, other professional advisers or others as authorized by the Xxxxx Customer to whom the information pertains by affirmative or negative consent, as permitted, on a confidential basis (in each case pursuant to written agreements with each such person requiring it to maintain such information as confidential to the same extent as if it were a party to this Agreement), each Party agrees not to disclose the Confidential Information without the prior written consent of the other Party, which consent shall not be unreasonably withheld.

Issuer Custody of Private Securities Only Agreement

5.6

This Section 5 shall survive for a period of three (3) years beyond termination of this Agreement, except with respect to Confidential Information that is personal or identifying information regarding or relating to a Xxxxx Customer, in which case this Section 5 shall be indefinite, unless in the case of Issuer such disclosure is authorized by the relevant Xxxxx Customer in connection with the Private Securities and in the case of Xxxxx, is otherwise permitted by Law.

6	REPRESENTATIONS, WARRANTIES AND COVENANTS

6.1

Mutual Representations and Warranties. Each Party represents and warrants to the other Party that:

	a.	it is duly organized and validly existing under the laws of the jurisdiction of its establishment;

	b.	it has the full power and authority to enter into this Agreement and to perform its obligations under this Agreement;

	c.	it has obtained all material consents and approvals and taken all actions necessary for it to validly enter into and give effect to this Agreement and to engage in the activities contemplated and perform its obligations under this Agreement;

	d.	this Agreement will, when executed, constitute lawful, valid and binding obligations on it, enforceable in accordance with its terms; and

	e.	neither the execution and delivery of this Agreement, nor the performance by such Party of its obligations hereunder will (i) violate any Legal Requirement, (ii) require any authorization, consent, approval, exemption or other action by or notice to any government entity, or (iii) violate or conflict with, or constitute a default (or an event which, with notice or lapse of time, or both, would constitute a default) under the governing documents of such Party or any contract, commitment, understanding, arrangement, agreement or restriction of any kind or character to which such Party is a party or by which such Party or any of its assets or properties may be bound or affected.

6.2

Issuer Representations, Warranties and Covenants. Issuer represents, warrants and covenants to Xxxxx that:

	a.	the Private Securities are, and during the Term shall remain, registered or exempt from the registration requirements of the Securities Act, and the rules and regulations promulgated thereunder, and are, and during the Term shall remain, registered or exempt from the registration requirements of any state where Issuer from time to time will offer such securities;

	b.	it will not, during the Term, either (i) act as a “broker” or “dealer” as those terms are defined under the Exchange Act or otherwise in a capacity under any other Law that is not permitted, unless pursuant to an applicable exemption, or provide investment advice with respect to any Xxxxx Customer or (ii), with respect to any Xxxxx Customer, hold or have access to any funds or securities, or extend credit for the purpose of purchasing securities through Xxxxx, including specifically the Private Securities; and

	c.	Issuer owns the Issuer Brand, Issuer Site and Issuer Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.

6.3

Xxxxx Representations, Warranties and Covenants. Xxxxx represents, warrants and covenants to Issuer that:

	a.	it is, and during the term of this Agreement will remain, duly registered and in good standing as a broker- dealer with the SEC and is a member firm in good standing with FINRA; and

	x.	Xxxxx owns the Xxxxx Brand, Xxxxx Site and Xxxxx Content and/or has the right to grant the licenses and/or rights of use as contemplated by this Agreement.

Issuer Custody of Private Securities Only Agreement

6.4

Disclaimer of Warranties. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. XXXXX SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES FOR THE SERVICES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NEITHER XXXXX NOR ANY AFFILIATE OF XXXXX WARRANTS THAT THE SERVICE WILL MEET ISSUER’S OR ANY INVESTOR’S REQUIREMENTSOR TH AT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. NO ORAL OR WRITTEN INFORMATION GIVEN BY XXXXX OR ITS AFFILIATES SHALL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF XXXXX’X OBLIGATIONS HEREUNDER.

7	LIMITATIONS OF LIABILITY; INDEMNIFICATION

	7.1	Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO ANOTHER PARTY FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY NATURE, EVEN IF SUCH PARTY SHALL HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING SHALL APPLY REGARDLESS OF THE NEGLIGENCE OR OTHER FAULT OF ANY PARTY AND REGARDLESS OF WHETHER SUCH LIABILITY SOUNDS IN CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY OR ANY OTHER THEORY OF LIABILITY.

	7.2	Xxxxx Indemnification. Issuer agrees to indemnify, defend and hold Xxxxx and its Affiliates and their respective officers, directors, agents and employees (each a “Xxxxx Indemnified Party” or, collectively, “Xxxxx Indemnified Parties”) harmless against any investigation, claim, action, or proceeding (including a regulatory inquiry, whether formal or informal or any arbitration or court action) (“Action”) brought by a Xxxxx Customer, court, regulator or self-regulatory organization asserting jurisdiction over the Xxxxx Indemnified Party or by any other party against any Xxxxx Indemnified Party if such Action relates to the Issuer, any Affiliate of Issuer, the Securities, the Offering, the marketing and advertising thereof, or that results from any action, inaction, omission, misstatement or statement of Issuer or any person acting in connection with Issuer or on Issuer’s behalf (other than any misstatement or statement about Xxxxx provided by Xxxxx) arising out of or based upon (a) the Issuer Site or the offering circular, including any amended versions thereof; (b) any material breach or alleged material breach of any of Issuer’s representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (c) any breach or alleged breach of confidentiality or privacy relating to Issuer’s failure or alleged failure to treat any Xxxxx Customer’s personal or identifying information as confidential pursuant to Section 5; and (d) infringement or misappropriation by Issuer of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Issuer shall indemnify and defend the Xxxxx Indemnified Parties against all expenses, fees (including reasonable attorney’s fees and other legal expenses), losses, claims, damages, demands, liabilities, judgments (including fines and settlements), costs of investigation or responding to inquiries or otherwise (“Losses”) incurred by or levied or brought against the Xxxxx Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.2 as such Losses arise.

		Promptly after receipt by a Xxxxx Indemnified Party of notice of any claim or the commencement of any Action with respect to which a Xxxxx Indemnified Party is entitled to indemnity hereunder, Xxxxx will notify Issuer in writing of such claim or of the commencement of such Action, and the Issuer, if requested by the Xxxxx Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Xxxxx Indemnified Party and will pay the fees and expenses of such counsel, provided that any failure to promptly notify Issuer shall not affect the indemnification right of a Xxxxx Indemnified Party except to the extent that the Issuer is materially prejudiced by such failure. Notwithstanding the preceding sentence, the Xxxxx Indemnified Party will be entitled to employ counsel separate from counsel for the Issuer and from any other party in such action if counsel for the Xxxxx Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by the Issuer, in addition to local counsel. If the Xxxxx Indemnified Party elects the Issuer to assume the defense of such Action, Issuer will have the exclusive right to settle the claim or proceeding, provided that Issuer will not settle any such claim or Action without the prior written consent of the Xxxxx Indemnified Party, which consent shall not be unreasonably withheld. If the Xxxxx Indemnified Party assumes the defense (with payment of any related costs and expenses by Issuer), the Xxxxx Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Xxxxx Indemnified Party will not settle any claim or Action without the prior written consent of the Issuer, which consent shall not be unreasonably withheld.

Issuer Custody of Private Securities Only Agreement

	7.3	Issuer Indemnification. Xxxxx agrees to indemnify, defend and hold Issuer and its Affiliates and their respective officers, directors, agents and employees (each an “Issuer Indemnified Party” and, collectively, “Issuer Indemnified Parties”) harmless against any Action brought by an Investor, Xxxxx Customer, court, or regulator asserting jurisdiction over the Issuer Indemnified Party or by any other party against any Issuer Indemnified Party relating to Xxxxx, any Affiliate of Xxxxx or the Services, insofar as the Action arises out of or is based upon (a) the Xxxxx Site; (b) any misstatement or statement about Xxxxx provided by Xxxxx to the Issuein connection with this Agreement; (c)any material breach or alleged material breach of any of Xxxxx’x representations, warranties, covenants or agreements hereunder and including any representations, warranties, covenants or agreements contained in the Schedules to this Agreement; (d) any and all commitments, representations, warranties or statements of any kind by Xxxxx to any third party regarding the use of the Xxxxx Site; and (e) infringement or misappropriation by Xxxxx of any third party’s property and/or intellectual property rights, including, but not limited to, patents, trademarks, copyrights, trade secrets and publicity rights. Further, Xxxxx shall indemnify the Issuer Indemnified Parties against all Losses incurred by or levied or brought against the Issuer Indemnified Parties arising out of, or related to, Actions warranting indemnification pursuant to this Section 7.3 as such Losses arise.

		Promptly after receipt by an Issuer Indemnified Party of notice of any claim or the commencement of any Action with respect to which an Issuer Indemnified Party is entitled to indemnity hereunder, Issuer will notify Xxxxx in writing of such claim or of the commencement of such Action, and Xxxxx, if requested by the Issuer Indemnified Party, will assume the defense of such Action and will employ counsel reasonably satisfactory to the Issuer Indemnified Party and will pay the fees and expenses of such counsel provided that any failure to promptly notify Xxxxx shall not affect the indemnification rights of an Issuer Indemnified Party except to the extent that Xxxxx is materially prejudiced by such failure. Notwithstanding the preceding sentence, the Issuer Indemnified Party will be entitled to employ counsel separate from counsel for Xxxxx and from any other party in such action if counsel for the Issuer Indemnified Party reasonably determines that it would be inappropriate or ill-advised for the same counsel to represent both parties. In such event, the reasonable fees and disbursements of no more than one such separate counsel will be paid by Xxxxx, in addition to local counsel. If the Issuer Indemnified Party elects Xxxxx to assume the defense of such Action, Xxxxx will have the exclusive right to settle the claim or proceeding, provided that Xxxxx will not settle any such claim or Action without the prior written consent of the Issuer Indemnified Party, which consent shall not be unreasonably withheld. If the Issuer Indemnified Party assumes the defense (with payment of any related costs and expenses by Xxxxx), the Issuer Indemnified Party will have the exclusive right to settle the claim or proceeding, provided that the Issuer Indemnified Party will not settle any claim or Action without the prior written consent of Xxxxx, which consent shall not be unreasonably withheld, delayed or conditioned.

	7.4	No Claim Preclusion. Nothing in this Section shall be construed to preclude either Party from making any claim against the other arising out of a failure to perform obligations under this Agreement. Neither Party shall be precluded from claiming or commencing an action for contribution to any amounts the other may be required or otherwise agree to pay to an Investor or other third party, including a regulator, with jurisdiction over the Services.

8	TERM AND TERMINATION

8.1

Term. This Agreement shall be effective on the Effective Date, and continue in force for so long as the Private Securities remain on the Private Placements Platform (the “Term”), unless otherwise terminated pursuant to the provisions of this Section 8.

Issuer Custody of Private Securities Only Agreement

8.2

Termination Without Cause. This Agreement may be terminated without cause:

	a.	by either Party, upon ninety (90) days prior written notice, if there are no Investors or, if there are Investors, after a reasonable time to implement the orderly transition specified in Section 8.7;

	b.	by Issuer, upon providing notice to Xxxxx within thirty (30) days after receipt of an amended Schedule Dreceived pursuant to Section 3.4, in the event of a change in Fees pursuant to Section 3.3 that materially increases either the aggregate Fees paid to Xxxxx by Issuer or the Fees to be paid to Xxxxx by Issuer in the event of a termination.

8.3

Termination for Regulatory, Legal, Reputational or Other Risks.

	a.	In the event that any due diligence or investigation results in findings that would pose regulatory, legal, reputational or other risks to Xxxxx, Xxxxx shall provide Issuer notice of such risks and a reasonable opportunity to cure them. If the risks are not addressed or cured to Xxxxx’x reasonable satisfaction, Xxxxx may terminate this Agreement. Xxxxx will facilitate the orderly transition of the custody of the Private Securities to such person designated by the Issuer in accordance with Section 8.9.

	b.	In Xxxxx’x sole discretion, if the risks described in 8.3(a) are of sufficient size, significance or immediacy that a delay in termination of this Agreement would be inappropriate, Xxxxx may terminate this Agreement immediately.

8.4

Termination for Cause or Insolvency. Either Party may terminate this Agreement immediately if the other Party:

	a.	is in breach of any material obligation herein or in the Schedules attached to this Agreement, and (i) such breach is incapable of being cured, or (ii) if such breach is capable of cure, such breach is not cured within thirty (30) days after receipt of written notice of such breach from the non-breaching Party, or within such additional cure period as the non-breaching Party may authorize;

	b.	voluntarily or involuntarily becomes the subject of a petition in bankruptcy or of any proceeding relating to insolvency, receivership, liquidation or composition for the benefit of creditors; or

	c.	admits in writing its inability to pay its debts as they become due.

	8.5	Termination for Force Majeure. In the event of a force majeure that lasts longer than thirty (30) days, the Party not experiencing the force majeure event may terminate this Agreement upon written notice to the other Party.

	8.6	Compliance with Laws. If at any point during the Term, either Party’s performance under this Agreement conflicts or threatens to conflict with any Legal Requirement, such Party may suspend performance under this

		Agreement and negotiate in good faith to amend this Agreement so that each Party’s performance hereunder complies with such Legal Requirement. If after thirty (30) days, the parties are unable to agree on a mutually acceptable amendment, either Party may immediately terminate this Agreement upon written notice to the other Party.

	8.7	Actions Upon Termination. Upon the termination of this Agreement, Issuer shall remove all references to any Xxxxx Name, Branding and Content from the Issuer Site or Issuer Content and terminate all links on the Issuer Site to any Xxxxx Site. Xxxxx shall remove all references to Issuer Name, Branding and Content and terminate all links on the Xxxxx Site to any Issuer Site. Each Party shall promptly return all Confidential Information, documents, manuals and other materials stored in any form or media (including but not limited to electronic copies) belonging to the other Party, except as may be otherwise provided in this Agreement or required by Law.

Issuer Custody of Private Securities Only Agreement

	8.8	Termination Fee. Termination Feesare set forth in Schedule D.

	8.9	Cooperation. In all events, if there are one or more Investors at the time of termination, the Parties will cooperate in planning and implementing an orderly transition of the custody of the Private Securities to such person designated by the Issuer authorized under applicable Law to assume custody of the securities, or to the Issuer itself if it is authorized to hold such securities in custody, or to such other person selected by Xxxxx if Issuer does not so select such person within a reasonable period not to exceed ninety (90) days. In all events, Issuer shall pay the reasonable costs of such transition. As part of such a transition, the parties agree to seek the affirmative or negative consent of Investors to the sharing of Confidential Information necessary for their transition.

9	ARBITRATION

9.1

Arbitration Proceedings Disclosure. The parties hereby agree that any controversy under or in connection with this Agreement will be subject to arbitration and agree and acknowledge the following with respect to arbitration proceedings:

	a.	Arbitration is final and binding on the parties;

	b.	The parties are waiving their right to seek remedies in court, including the right to a jury trial;

	c.	Pre-arbitration discovery generally is more limited than and different from court proceedings;

	d.	The arbitrators’ award is not required to include factual findings or legal reasoning;

	e.	A Party’s right to appeal or to seek modification of rulings by the arbitrators is strictly limited; and

	f.	The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.

9.2

Arbitration Agreement. Any controversy between the parties arising out of this Agreement shall be submitted to arbitration conducted before FINRA Dispute Resolution before a panel of three arbitrators, and in accordance with FINRA rules. Arbitration must be commenced by service upon the other Party of a written demand for arbitration or a written notice of intention to arbitrate. Proceedings and hearings will take place in New York, New York. Both parties waive any right either of them may have to institute or conduct litigation or arbitration in any other forum or location, or before any other body. Arbitration is final and binding on both parties. An award rendered by the arbitrator(s) may be entered in any court of applicable jurisdiction over the parties. Each party shall bear its own expenses, including legal fees and disbursements, and the costs of that arbitrator shall be borne one half by each party. Each party shall chose one arbitrator and the chosen arbitrators shall select the third arbitrator; provided that if the chosen arbitrator are unable to select the third arbitrator such arbitrator shall be selected in accordance with the rules of FINRA. An awarded render by the arbitrator(s) shall be selected in any court of applicate jurisdiction of the parties.

10	GENERAL TERMS AND CONDITIONS

	10.1	Compliance with Law. Each Party shall comply with any Legal Requirement applicable to the performance of its obligations hereunder.

	10.2	Non-exclusive Xxxxx Relationship. Xxxxx reserves the right, without obligation or liability to the Issuer, to market and provide either directly, through other parties, or through any other type of distribution channel, services to others that are the same as or similar to the Services.

Issuer Custody of Private Securities Only Agreement

	10.3	No Agency. Neither Party is an agent, representative or partner of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for or on behalf of, or to incur any obligation or liability for, or to otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, joint venture, co-ownership, co-authorship, or partnership between the parties or to impose any partnership obligation or liability upon either Party.

	10.4	Amendments and Modifications. No change, amendment or modification of any provision of this Agreement will be valid unless set forth in writing and signed by the Parties.

	10.5	Assignment. Issuer shall not assign, sublicense or otherwise transfer this Agreement or any right, interest or benefit hereunder, except by operation of law, without the prior written consent of Xxxxx, which consent may be withheld in Xxxxx’x sole discretion. Xxxxx shall have the right to assign, sublicense or otherwise transfer this Agreement or any right, interest or benefit hereunder, including an assignment by operation of law, to any affiliate of Xxxxx that is properly authorized under applicable Law to provide the Services by giving notice to Issuer within thirty (30) days of any of the actions listed herein.

	10.6	Governing Law. This Agreement shall be interpreted, construed and enforced in all respects in accordance with the laws of the State of New York, except with respect to the choice of law provisions therein or to the extent inconsistent with FINRA Rules applicable to an arbitration proceeding under Section 9 above.

	10.7	No Waiver. The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather the same shall be and remain in full force and effect.

	10.8	Notice. Any notice required or permitted under this Agreement shall be in writing and delivered to the receiving Party’s principal place of business as set forth on the signature block to this Agreement in a manner contemplated in this Section and addressed to the attention of its General Counsel. Notice shall be deemed duly given (a) if delivered by hand, when received, (b) if transmitted by email, upon confirmation that the entire document has been successfully received, (c) if sent by recognized overnight courier service, on the business day following the date of deposit with such courier service so long as the deposit was made by that overnight courier service’s deadline or on the second business day following the date of deposit if after that overnight courier service’s deadline, or (d) if sent by certified mail, return receipt requested, on the third business day following the date of deposit in the United States mail.

	10.9	Entire Agreement. This Agreement and the Schedules hereto and incorporated herein by reference constitute the entire agreement between the Parties and supersede any and all prior agreements or understandings between the parties with respect to the subject matter hereof. Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision or other condition which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any purchase order, correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.

	10.10	Severability; Survival. In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed or if any such provision is held invalid by a court with jurisdiction over the parties to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable Law, and the remainder of this Agreement shall remain in full force and effect. All provisions herein that by their terms or intent are to survive the termination of this Agreement shall so survive, specifically including Sections 3, 5, 6, 7 and 9.

	10.11	Headings. The headings used in this Agreement are for convenience only and are not to be construed to have legal significance.

Issuer Custody of Private Securities Only Agreement

	10.12	Third Parties. This Agreement is between the Parties hereto and is not intended to confer any benefits on third parties including, but not limited to, Investors.

	10.13	Force Majeure. Neither Party will be liable for delay or default in the performance of its obligations under this Agreement if such delay or default is caused by conditions beyond its reasonable control, including, but not limited to, fire, flood, accident, earthquakes, telecommunications line failures, storm, acts of war, riot, acts of terrorism, government interference, strikes and/or walk-outs. In addition, Xxxxx shall not be responsible for downtime or other problems with any website, including the Xxxxx website, caused by any public or third party private network, including the Internet or any communications carrier network, or computer hardware or software problems regardless of whether they arise in the ordinary course of business or constitute extraordinary events.

[Signature Page Follows]

Issuer Custody of Private Securities Only Agreement

This Agreement contains an arbitration agreement.

IN WITNESS HEREOF, the parties hereto have caused this Agreement to be executed by duly authorized officers or representatives as of the Effective Date.

Xxxxx:	Xxxxx Capital Corporation


	By: _____________________________________
	Xxxxxxxxx X. Xxxxx, Chief Executive Officer
	Address: 000 Xxxx Xxx, Xxxxx 000, Xxx Xxxx, XX 00000


Issuer:	UNATION, LLC


	By: _____________________________________
	Xxxxxx Xxxxxx, Chief Financial Officer
	Address: 00000 Xxxxx Xxxx Xxxxxxxxx, Xxxxx 000, Xxxxx, XX 00000

Issuer Custody of Private Securities Only Agreement

SCHEDULE A – Private Securities and Internet Sites Used for Offering Such Securities

1. Description of the securities.
UNATION, LLC Series C (Reg A+) non-voting membership units

2. URLs for Internet Sites Used for Offering Such Securities or N/A:
xxx.xxxxxxxxxxxxxxx.xxx

Issuer Custody of Private Securities Only Agreement

SCHEDULE B-1 – Custodial and Related Services by Xxxxx

Pursuant to Section 2.1 of the Agreement, Xxxxx agrees to provide, perform or make available the following to Issuer:

	1.	Custody and Transfer of Private Securities. After the Issuer has executed a Xxxxx Customer Account Agreement,

		Xxxxx will, in the ordinary course, and consistent with Xxxxx’x policies and procedures as in existence from time to time, approve, open and maintain an account for the benefit of Issuer to hold the Private Securities, whether in certificated or uncertificated form, for the Issuer’s benefit until such Private Securities are sold to Investors, and any other securities or cash as may be purchased and/or deposited or held by the Issuer in its account with Xxxxx. As custodian, Xxxxx also will:

	a.	maintain books and records identifying each Investor, each Investor’s address, the terms of the Private Securities in which each Investor invests, and a log of all transactions with each Investor (collectively, “Books and Records) in accordance with Law as it does in the ordinary course with respect to any customer of Xxxxx’x holding securities on the Xxxxx platform.

	b.	provide the Issuer with a mechanism for the Issuer to reconcile with Issuer records Investor holdings of the Private Securities from time to time (at the omnibus level and at the individual beneficial holder level, subject to Issuer maintaining the confidentiality of such information as set forth in Section 5 of this Agreement);

	c.	transfer cash and the Private Securities, if permitted, between an Investor account and the account of another Xxxxx Customer;

	d.	record and process a reasonable number of transactions (as determined by Xxxxx in its sole discretion) between the Issuer and Investors in the Private Securities such as cash and securities distributions;

	e.	maintain records of identifying information regarding Investors (subject to Section 5 of this Agreement); and

	f.	process a reasonable number of communications (as determined by Xxxxx in its sole discretion) between the Issuer and Investors regarding the offering of the Private Securities, and other corporate actions.

Private Securities may have restrictions on the transfer of beneficial ownership. Xxxxx will, in good faith, attempt to prevent transfers of the Private Securities without the Issuer’s consent, except as required by or pursuant to operation of Law. It is Issuer’s obligation to ensure compliance with transfer restrictions that may apply to Issuer’s offering of securities.

Use of the Xxxxx Private Placements Platform. Xxxxx will make tools available to Issuer for the Issuer to perform or Xxxxx to perform on behalf of Issuer, the following activities with respect to the Private Placements Platform:

	a.	display information regarding the Offering as provided and instructed by the Issuer or an agent of the Issuer, including, but not limited to the number of units of the Private Securities available, price, and terms;

	b.	enable Investors to open brokerage accounts, notify Investors if their account application is rejected and how to follow-up if desired, perform those processes required by law to open and maintain customer brokerage accounts and accept private security subscriptions, and provide the ability for a Xxxxx Customer, through a link to a third party hosting site or otherwise, to view such documents as the Issuer has created and determines to make available to potential investors relating to the Securities, including, but not limited to, an offering circular or a private placement memorandum and subscription agreement or other similar offering materials

	c.	provide information provided by Xxxxx Customers relating to their qualifications to purchase the Securities, including presenting Issuers with successfully submitted subscription requests for review;;

	d.	verify that a Xxxxx Customer has the appropriate status to purchase the Private Securities based on the status requirements specified by the Issuer on the Private Placement Platform (in connection with such verification, Xxxxx relies solely on the information or documents with respect to net worth or income as provided by such Xxxxx Customer to Xxxxx, on the representation of verified status from a certified public accountant or licensed attorney or other person reasonably capable of providing such attestation, or such other third party services that Xxxxx reasonably believes can provide such verification. Xxxxx cannot and will not represent or warrant that such information or documents are accurate or complete and disclaims liability for any determination by Xxxxx of such status in reliance on such information, documents or representations to the extent that Xxxxx has a reasonable belief that it has relied in good faith on such information or attestation or service); Xxxxx will provide a mechanism for the issuer to review, accept or reject subscribers to its offering, including enabling investors and issuers to confirm that sufficient cash has been deposited into customer accounts to satisfy subscription requests prior to the cash required by date, and notifying users of the cash required by date for an offering prior to subscription;

Issuer Custody of Private Securities Only Agreement

	e.	provide Investors with a mechanism to view the status of their subscription and the date that the issuer has set for cash required for closing

	f.	if requested by the Issuer, seek, on behalf of the Issuer and at the Issuer’s expense (extra fees apply), to make available the Private Securities for purchase in Individual Retirement Accounts (in connection with such request, Xxxxx does not make any assurances that the Private Securities will be approved for holding, or satisfy the requirement to be held in Individual Retirement Accounts, as such accounts are held by a third party custodian who reviews the request and makes a determination in its sole discretion); and Xxxxx shall not provide any valuation of the value of the Private Securities:

	g.	record identifying information regarding Investors and their holdings; and

	h.	transfer cash and the Private Securities between the Issuer’s account and an Investor’s account.

Issuer Custody of Private Securities Only Agreement

SCHEDULE B-2 – Obligations of Issuer in Connection with Custodial and Related Services

Notwithstanding the Services as provided under the Agreement, Issuer solely is responsible for maintaining all records of Private Securities, which, if permitted by Law, may be done by evidencing the number of units of the Private Securities held in the omnibus position by Xxxxx as nominee custodian for Xxxxx Customers, and for maintaining accurate and complete records of the aggregate total units of Private Securities sold and redeemed by Issuer through the Xxxxx platform. Pursuant to its obligations, Issuer shall:

1.	based upon the Books and Records provided by Xxxxx or an Affiliate of Xxxxx from time to time, maintain an accurate and complete record on its official books and records of the number of units (which may be in aggregate if permitted by Law) of Private Securities and, if permitted by Law, as held by Xxxxx as nominee custodian for Xxxxx Customers noting that such units are held by “Xxxxx Capital Corporation for the exclusive benefit of its customers”, or if certificated, deliver to Xxxxxx an original, duly issued and outstanding unit certificate in the name of “Xxxxx Capital Corporation for the exclusive benefit of its customers” in an amount equal to the number of units of Private Securities held by Shareholders;

2.	maintain an accurate and complete record on its official books and records of the number of units of Private Securities, if any, held by Xxxxx for Xxxxx’x own benefit, or if certificated, deliver to Xxxxx an original, duly issued and outstanding unit certificate in the name of “Xxxxx Capital Corporation.” in an amount equal to the number of units of Private Securities held by Xxxxx;

3.	provide to Xxxxx a statement and attestation, in the form and at the time that Xxxxx may reasonably require from time to time each calendar quarter, indicating the number of units of the Private Securities recorded in the Issuer’s records as being held by “Xxxxx Capital Corporation. for the exclusive benefit of its customers” and as being held by Xxxxx itself for its own benefit, if any, as of the last day of such quarter, and, if certificated, attesting to (A) the authenticity of the certificate(s) in Xxxxx’x possession, (B) that the certificate(s) represent(s) the number of units of Private Securities represented in the Issuers records, and (C) that the certificate(s) in Xxxxx’x possession is/are recorded on the Issuer’s official books and records as “Xxxxx Capital Corporation for the exclusive benefit of its customers” and “Xxxxx Capital Corporation”, respectively;

4.	provide Xxxxx with the option and opportunity to audit, or have a third party audit on Xxxxx’x behalf, the Issuer’s books and records to confirm any information maintained by the Issuer under the Agreement and authorize Xxxxx to contact the Issuer’s auditors and request that they provide confirmation of such information, all at Issuer’s sole expense;

5.	provide Xxxxx, no later than January 31st of each year, a written letter of assurance on Issuer’s letterhead (or on the letterhead of Issuer’s counsel on Issuer’s behalf or Issuer’s audit firm) that the Private Securities identified in Issuer’s books and records as held by “Xxxxx Capital Corporation for the exclusive benefit of its customers” and/or “Xxxxx Capital Corporation” or that the units evidenced by certificate(s) in such names are not subject to any right, charge, security interest, lien, or claim of any kind in favor of the Issuer or any person claiming through the Issuer and that all such securities issued and outstanding for the prior year have been validly authorized, duly and validly issued, fully paid and are non-assessable and free of restrictions on transfer other than restrictions on transfer that have been provided to Xxxxx by the Issuer;

6.	provide Xxxxx, pursuant to such methods as Xxxxx may reasonably require (e.g., through a designated website or email to Xxxxx’x operations department), by the end of the first day of each calendar quarter, and at any time and from time to time as soon as reasonably practicable if there is a material change in value, a statement of the per unit value of the Private Securities as set by an authorized executive of the Issuer or the Issuer’s board of directors, which shall constitute an instruction to Xxxxx to communicate to Investors that unit value as the then current value of the Private Securities and to update Investor account values accordingly;

7.	provide Xxxxx, pursuant to such methods as Xxxxx may reasonably require, with the detailsof, and all monies associated with any dividend, interest, principal or other payment due to Investors and a detailed record of the recipients and amounts to be credited thereto and any tax reporting codes in a manner required by Xxxxx from time to time in order for Xxxxx to credit Investors with such payments on a timely basis and to produce relevant tax documentation therefrom (it is agreed that Issuer shall produce or cause to be produced by third parties on behalf of Issuer, at Issuer’s expense, any Schedule K-1’s or similar documents for delivery by Xxxxx to Shareholders); and; and

Issuer Custody of Private Securities Only Agreement

provide to Xxxxx, in such form and at such time as Xxxxx may reasonably request, a copy of any documentation, memoranda, agreements or other documents or information that Xxxxx believes is necessary for it to satisfy any filing, reporting or other applicable legal requirements it may have relating to the custody of the Private Securities.

Issuer Custody of Private Securities Only Agreement

SCHEDULE C – Services Specifically NOT Provided

Notwithstanding anything to the contrary contained in these Schedules or this Agreement, unless otherwise specifically agreed to in this Agreement or in a separate written agreement between the Parties, the following services specifically are NOT provided by Xxxxx or any Affiliate of Xxxxx under this Agreement:

	1.	No Investment Banking, Underwriting, Advice or Advisory Service. Xxxxx is not providing investment banking or underwriter services to Issuer, acting as an underwriter or selling group member and has no role in the issuance of the Private Securities, and Xxxxx is not providing any advice or advisory services in connection with the Services as set forth in Schedule B, is not recommending the Private Securities or the Offering, and is not making any suitability determinations with respect to any Xxxxx Customer. Xxxxx is not committing to and does not intend to purchase any of the Private Securities for its own account or that of an Affiliate.

	2.	No Approval of Issuer Content. Xxxxx is not preparing, endorsing, adopting, or approving in any way any offering memoranda or other offering documents, SEC, state or other regulatory filings, or any sales or marketing material or Issuer Content, specifically including any Issuer Sites, or any other material or Content of any kind wherever they may appear except to the extent that such websites, material or Content specifically reference the Xxxxx Name, Branding, Content, or descriptive materials about the Services, and then only to the extent of such references and specifically not including other portions of such website or materials.

	3.	No Setting, Reviewing or Guaranteeing of Price, Tax or Other Data. Xxxxx is not setting, calculating, creating, approving, endorsing, adopting, reviewing, recommending or guaranteeing any price for the Private Securities, or giving any opinion with respect to the accuracy, reliability or completeness of any data or information about the Private Securities appearing on a Xxxxx Site or elsewhere. Xxxxx is relying on the Issuer for all such data and information. Xxxxx is not preparing or calculating any tax statements or documentation on behalf of Issuer, specifically including Schedule K-1s, except for those tax documents normally and usually included as part of a brokerage account (such as 1099s).

	4.	No Offering of Issuer Securities. Xxxxx is not selling, distributing, offering for sale or marketing, or participating in any sale, distribution, offer or marketing, in any way the Private Securities under this Agreement.

Issuer Custody of Private Securities Only Agreement

SCHEDULE D – Fees and Other Costs

1.	Offering Set-up and Processing Fees. One percent (1%) of the dollar value of the securities issued to Shareholders pursuant to each Offering at the time of closing, with a minimum fee to Xxxxx of the greater of (a) $30 per Shareholder per Offering, or (b) $10,000 per Offering.

2.	Due Diligence Fees. Issuer shall pay Xxxxx fees (whether charged by Xxxxx or by a third party) related to conducting due diligence with respect to the Offering, the Issuer or any principal or other person associated with the Issuer that Xxxxx xxxxx necessary or appropriate, which will generally be $10,000 per Offering but may be greater ifadditional efforts are necessary to conduct adequate due diligence. Xxxxx will consult with the Issuer before deciding to incur additional costs and will only incur such fees with the agreement of both Parties. These Due Diligence Fees are payable even if no securities are issued and are payable $5000 upon execution and delivery of this Agreement and remainder within 10 days after securities are deposited in a Xxxxx Account.

3.	Fee for Termination Prior to Closing. If after Xxxxx has setup an Offering to be displayed on the Private Placements Platform and the Issuer has met the minimum investment amount necessary to perform a closing, the Issuer cancels or decides not to pursue the offering prior to the final closing of the Offering, the Issuer shall immediately pay to Xxxxx the greater of (a) $50,000; (b) all costs incurred by Xxxxx in enabling the Offering to be listed on the Private Placements Platform; or (c) a dollar amount equal to the Offering Processing Fees listed in section 1 of this Schedule D based upon the dollar value of the maximum amount of securities that is offered under the Offering; except that if an Issuer through its best efforts is unable to meet the minimum investment amount necessary to perform a closing, or if circumstances beyond the control of the Issuer make a closing impossible, then this Fee for Termination Prior to Closing will not apply. For the avoidance of doubt, if the Issuer has not made such best efforts and a closing is possible but the Issuer then terminates an Offering, such fee shall apply. Further, if the Issuer wishes to raise capital outside of this Agreement for a period of one (1) year after the final Closing of the Offering, the Issuer must seek and receive written approval from Xxxxx for that offering. If the Issuer fails to obtain that approval, which shall not be unreasonably withheld, Issuer will pay the maximum Fee for Termination Prior to Closing.

4.	Fee for Termination Pursuant to Section 8. For terminations pursuant to Sections 8.2(a), 8.3(a) or 8.4(a), Issuer shall at the date of termination pay the greater of (a) $25,000, or (b) the current number of Shareholders of Private Securities as established at the time of transition, multiplied by $250.

5.	Administrative Expenses. The Issuer shall reimburse Xxxxx for its fees and expenses, including legal fees and expenses incurred in the preparation, negotiation and execution and delivery of this Agreement and shall bear and pay all costs, fees and expenses relating to the preparation, printing, filing and dissemination of information relating to the securities issued to Shareholders pursuant to each Offering and any amendments or supplements thereto, including any federal or state fees imposed on the Issuer or on Xxxxx relating to the Offering, including but not limited to any costs, fees or expenses incurred by Xxxxx in connection with the review and filing of documents with regulatory authorities (such as costs for federal and state filings of the Offering under Regulation D (e.g., Form D) or Regulation A of the Securities Act (e.g., Form 1 -A and FINRA Rule 5110)), and any fees or expenses relating to the issuance and/or delivery of the securities (such as transfer agent fees, certificate fees, DTCC fees, NSCC fees).

6.	Ancillary Issuer Fees. Based upon Issuer request and specific requirements, an Issuer may be charged the following ancillary fees as set forth on a fee schedule published from time to time by Xxxxx, that are subject to change at any time in Xxxxx’x sole discretion:

Proxy, Corporate Action, and Corporate Communication Fees–to the extent the Issuer requests Xxxxx to distribute corporate communications and process Investor voting, Issuer will be charged fees for corporate action and communication process and any resultant tax documents or customer inquiries as published from time to time by Xxxxx on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Xxxxx. Note that such fees are set by securities regulations for publicly traded securities.

Issuer Custody of Private Securities Only Agreement

	b.	Private Securities Dividend, Interest, Principal Payments, Return of Capital and Other Corporate Cash Flows – to the extent the Issuer requests Xxxxx to process and distribute corporate cash flows, Issuer will be charged fees for processing corporate cash flows and any resultant tax documents or customer inquiries per the schedule as published from time to time by Xxxxx on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Xxxxx. Note that such fees only apply to the processing of these actions for Private Securities, not those publicly traded securities for which such actions are processed via DTCC.

	c.	Private Securities Review for Purchase by XXX Accounts – to the extent the Issuer requests that the Private Securities to be available for purchase by XXX accounts, a one-time fee will be charged per Private Security identified on Schedule A for evaluation, which may or may not result in approval. This fee currently is $300 and is subject to change at any time in the sole discretion of Xxxxx.

	d.	Supplemental Tax Document Processing – to the extent the Issuer requests document processing services beyond the activities set forth in Schedule B, including, but not limited to, processing document corrections based on reclassification of disbursements or additional processing of tax documents (e.g., corrected 1099s), additional fees may be charged at the time and at the rate incurred by Xxxxx plus overhead.

	e.	Transfers and Secondary Transactions – to the extent the Issuer requests that Xxxxx maintain any restrictions on the transfer of beneficial ownership, or allows for transfers of its securities, Xxxxx will, in good faith, attempt to prevent transfers of the Private Securities without the Issuer’s consent, except as required by or pursuant to operation of Law. Issuer will be charged fees for processing such transfers per the schedule as published from time to time by Xxxxx on a webpage made available to you, which fees are subject to change at any time in the sole discretion of Xxxxx.

Fees to Xxxxx Customers. Xxxxx in its sole discretion may charge fees to Xxxxx Customers that (a) are related to the brokerage account or activities in the brokerage account with Xxxxx, or (b) are related to the Offering or the Private Securities; for example, for verifying that the Xxxxx Customer has the appropriate status, such as being an “accredited investor” as defined in Rule 501 of Regulation D under the Securities Act or to purchase the Private Securities in the Offering based on requirements established and specified by the Issuer, which can generally be accessed by contacting Xxxxx Capital Corporation.

Issuer Custody of Private Securities Only Agreement

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ISSUER CUSTODY AND SERVICES AGREEMENT

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