Private and Confidential

July 2019

STANDARD FEE SHARING AGREEMENT

Investor Introduction

This Standard Fee Sharing Agreement (the “Agreement”), which includes the terms of the acceptance letter, together with its Schedule 1 (the ”Acceptance Letter”) governs the terms under which the undersigned (the “Introducer”) may introduce one or more investors (each, an “Investor”) to IANUA Markets Limited (“IANUA”) as operator of the IANUA Community (the “Introduction”).
IANUA Market Limited is a limited liability company registered in the United Kingdom with registration number 10947868. IANUA is an appointed representative of Thornbridge Investment Management LLP which is authorised and regulated by the Financial Conduct Authority.

I. Interpretation

(a) Inconsistency. In the event of any inconsistency between the provisions of the Acceptance Letter and the provisions of this Agreement, the terms of this Acceptance Letter shall prevail.

II. Obligations

II.1 Introductions

(a) The Introducer wishes to introduce [an] investor[s] (the “Investor(s)”) to IANUA who have an interest in providing debt or equity capital to Investment Opportunity Providers and or Investment Opportunities (each, a “Transaction”) in accordance with the terms set forth in this Agreement. If [any] such Investor[s] invest in any such Investment Opportunity (“IANUA IO Fees”), IANUA will share such Fees with the Introducer as set forth in Schedule 1 of the Acceptance Letter.
(b) When making an introduction to IANUA the Introducer shall provide IANUA with the names and details of each prospective Investor in writing in advance and such other information as IANUA may reasonably request regarding such Investor. IANUA shall accept such introduction in principle within 10 days and will notify the Introducer of its decision in writing.
(c) If IANUA accepts an introduction in principle, IANUA will add the name of such accepted Investor to a list maintained in Schedule 1 of the Acceptance Letter. The Investor shall then provide IANUA with such financial and other information as IANUA may reasonably require to assess the Investor’s suitability to invest in the relevant Investment Opportunity and to fulfill its Know Your Client and Anti-Money Laundering obligations
(d) The Introducer shall make all and any Introductions at all times in accordance with the relevant laws and regulations.
(e) The Introducer shall immediately notify IANUA of any change in the Introducer’s or the Investor’s legal status or registration with any federal or state securities regulator that could impact IANUA or the Introduction.

II.2 IANUA

(a) IANUA shall immediately notify Introducer of any change in IANUA’s legal status or registration with any federal or state securities regulator that could impact Introducer or the provision of the IANUA Services.

III. Fees

III.1 IANUA and the Introducer will share all Fees earned by IANUA resulting from Investors investments in Transactions and/or directly or indirectly as a result of the introduction of [an] [the] Investor by the Introducer in the proportion set out in Schedule 1 of the Acceptance Letter or as otherwise agreed by the parties in writing.

III.2 Payments due to the Introducer under this Agreement will be made within 14 days of receipt of such Fees by IANUA in the case of cash fees or commissions.
Each party shall be responsible for its own costs and expenses in connection with the execution of this Agreement and any Transaction unless otherwise agreed in writing. Such costs shall include all professional fees and legal costs, travel and accommodation, data and communications charges, research material, courier services etc. and any VAT or sales tax on such costs and expenses incurred by it.

IV. Non-Reliance

IV.1 The Introducer acknowledges that the IANUA Services do not include the rendering of legal advice or financial advisory services to either Introducer or the Investor and IANUA will not have a customer relationship with the Introducer or any Investor.

IV.2 The Introducer also acknowledges that IANUA: (i) will be relying without investigation upon information that is available from public sources or other information supplied to it by, or on behalf of, the Introducer or the Investment Opportunity Provider, and (ii) will not in any respect be responsible for the accuracy or completeness of, or have any obligation to verify said information or to perform any due diligence or financial analysis in connection with a Transaction.

V. Force Majeure/Regulatory Approval

V.1 Any failure, in whole or in part, by either of the Parties to perform its obligations hereunder shall be excused to the extent that such failure is caused by (a) any circumstance which is not within its reasonable control, including, without limitation, any act of God, flood, fire, explosion, labor dispute, riot, civil disorder, accident, war or act of terrorism (such circumstance being hereinafter referred to as, a “Force Majeure Event”) or (b) any failure by either of the Parties from obtaining all required regulatory approvals to perform the services hereunder or as a result of any applicable and conflicting regulations, statutory or otherwise, which such laws or regulations shall prevail to the extent necessary to avoid conflict (such failure being hereinafter referred to as, a “Regulatory Event” and, together with a Force Majeure Event, a “Termination Event”). If affected by a Termination Event, the affected Party shall give prompt written notice of such Termination Event to the other Party. The time for performance by the affected Party of those obligations affected by the Termination Event shall be extended by the number of working days which the affected Party, acting with reasonable diligence and in good faith, is prevented from performing hereunder. In the event of a Termination Event, the Term shall be extended the same number of days as the duration of the Termination Event.

VI. Representations and Undertakings

VI.1 The Introducer represents and warrants to IANUA that:

(a) it is validly existing, duly empowered and authorised to execute, deliver and perform this Agreement and to give effect to the transactions contemplated hereby;
(b) it has obtained all applicable governmental and regulatory licenses, authorisations, approvals and consents required by law and regulations as may be necessary to operate in compliance with the terms of this Agreement;
(c) it has completed, obtained and performed all registrations, filings and approvals required to carry out the activities contemplated in this Agreement and will make such additional registrations, filings and obtain such approvals as may be necessary to carry out the activities contemplated;
(d) As of the date hereof, the Introducer is not subject to any order or a subject of any finding of the Financial Conduct Authority or any other agency or court with respect to any violation of laws relating to financial promotion. The Introducer agrees that in performing its obligations under this Agreement, it will comply in all respects with all applicable laws and regulations in each jurisdiction in which Introducer operates.
(e) The execution and delivery of this Agreement and the performance of its obligations hereunder by the Introducer will not conflict with any provision of any law or regulation to which the Introducer is subject or by which any of its assets may be bound or conflict with or result in a breach of or constitute a default under any of the terms, conditions or provisions of any agreement or instrument to which the Introducer is a party or by which it or any of its assets may be bound, or any order or decree applicable to the Introducer.

VI.2 IANUA represents and warrants to the Introducer that:

(a) it is validly existing, duly empowered and authorised to execute, deliver and perform this Agreement and to give effect to the transactions contemplated hereby;
(b) it has obtained all applicable governmental and regulatory licenses, authorisations, approvals and consents required by law and regulations as may be necessary to operate in compliance with the terms of this Agreement;
(c) it has completed, obtained and performed all registrations, filings and approvals required to carry out the activities contemplated in this Agreement and will make such additional registrations, filings and obtain such approvals as may be necessary to carry out the activities contemplated;
(d) As of the date hereof, IANUA is not subject to any order or a subject of any finding of the Financial Conduct Authority or any other agency or court with respect to any violation of laws relating to financial promotion. IANUA agrees that in performing its obligations under this Agreement, it will comply in all respects with all applicable laws and regulations in each jurisdiction in which IANUA operates.

VII. Commencement, Term and Termination

VII.1 Subject to 8.2 and 8.3 below, this engagement shall run from the Effective Date of this Agreement and shall continue in full force and effect until terminated as provided in this Clause 8 (the “Termination”).

VII.2 Either party shall be entitled to terminate this Agreement by providing not less than 30 days’ written notice to the other party at any time.

VII.3 IANUA shall also be entitled to terminate this Agreement either forthwith or by written notice to the Introducer if any of the following shall occur:

(a) if the Introducer commits any material breach of this Agreement which is not capable of being remedied or which if capable of remedy is not remedied to the satisfaction of IANUA within 30 days of receipt by the Introducer of a notice to specify such breach;
(b) if the Introducer goes into liquidation (except for a voluntary liquidation for the purposes of reconstruction or amalgamation upon terms previously approved in writing by IANUA), or makes an arrangement or composition with its creditors, or a receiver, administrator, administrative receiver or similar official is appointed in respect of it or any of its assets, whether in the jurisdiction of its incorporation, domicile, residency or elsewhere;
(c) if any authorisation by a relevant regulator of the Introducer is revoked or refused or in the reasonable opinion of IANUA the Introducer requires to be authorised or regulated to carry on business in a relevant jurisdiction but has no requisite authorisation or license; or
(d) if any of the representations given in Clause 5 of this Agreement are untrue, inaccurate or misleading at any time during the course of this Agreement or when any remuneration is due or payable or is paid to IANUA or the Introducer, as the case may be.

VII.4 The Introducer shall also be entitled to terminate this Agreement either forthwith or by written notice to IANUA if any of the following shall occur:

(a) if IANUA commits any material breach of this Agreement which is not capable of being remedied or which if capable of remedy is not remedied to the satisfaction of the Introducer within 30 days of receipt by IANUA of a notice to remedy such breach;
(b) if IANUA goes into liquidation (except for a voluntary liquidation for the purposes of reconstruction or amalgamation upon terms previously approved in writing by the Introducer), or makes an arrangement or composition with its creditors, or a receiver, administrator, administrative receiver or similar official is appointed in respect of it or any of its assets, whether in the jurisdiction of its incorporation, domicile, residency or elsewhere;
(c) if any authorisation by the relevant regulator is revoked or refused or, in the reasonable opinion of the Introducer’s legal advisers (as evidenced in writing to IANUA), IANUA requires to be authorised or regulated to carry on business in a relevant jurisdiction but has no requisite authorisation or license; or
(d) if any of the representations given in Clause 5 of this Agreement are untrue, inaccurate or misleading at any time during the course of this Agreement or when any remuneration is due or payable or is paid to IANUA or the Introducer, as the case may be.

VIII. Limitation of Liabilities and Indemnification

VIII.1 The Introducer agrees to indemnify and hold harmless IANUA and/or each of its controlling persons, partners, directors, officers, employees, agents, managers, affiliates and representatives (hereinafter collectively referred to as the “IANUA Indemnified Parties”, or separately as the “IANUA Indemnified Party”) and hold each of them harmless against any losses, claims, damages, expenses (including the reasonable fees and expenses of their respective attorneys), liabilities, actions, proceedings, investigations (formal or informal), or inquiries or threats thereof (all of the above being hereinafter collectively referred to as “Liabilities”) to which any of the IANUA Indemnified Parties may become subject arising in any manner out of or in connection with this Agreement, provided, however, that such indemnity shall not apply to claims which are determined by a final judgment of a court of competent jurisdiction (not subject to further appeal) to have resulted directly from the fraud or willful misconduct of a IANUA Indemnified Party. In the event that any action shall be brought against any of the IANUA Indemnified Parties with respect to which indemnity applies pursuant to this Agreement, IANUA shall promptly notify Introducer in writing and Introducer shall assume the costs of defense thereof, including the employment of counsel reasonably satisfactory to IANUA and payment of all fees and expenses up to the amount of net cash fees actually received by Introducer. Failure to notify Introducer of any Liabilities shall not relieve Introducer from any obligation or liability which it may have to any of the IANUA Indemnified Parties under this Agreement or otherwise.

VIII.2 IANUA agrees to indemnify and hold harmless the Introducer, its affiliates, directors, officers, agents and employees (hereinafter collectively referred to as the “IANUA Indemnified Parties”, or separately as the “IANUA Indemnified Party”), from and against losses, claims, demands, damages or liabilities of any kind relating to or arising out of the performance of this Agreement. The Introducer will not, however, be responsible for any such losses, claims, demands, damages or liabilities of any kind to the extent that they are finally judicially determined to have resulted primarily from IANUA’s bad faith, gross negligence or wilful misconduct or fraud or material breach of this Agreement.

IX. Confidentiality

IX.1 All information heretofore and hereafter disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”) orally or in writing concerning the other Party or an Investment Opportunity or an Investment Opportunity Provider and each of their respective procedures, policies, techniques, technology, legal proceedings, clients (including information concerning such clients), prospects, accounts, and personnel, information that is otherwise confidential or proprietary to a third party and is in the possession of Disclosing Party; and the existence and terms of this Agreement; shall be deemed to be confidential information (“Confidential Information”) and shall be the property of Disclosing Party and not used otherwise than as agreed between the Parties in writing and for the intended purposes of this Agreement and the proposed IANUA Services.

IX.2 Confidential Information shall not include: (i) information, which is now in or hereafter enters the public domain except where such publication is made in violation of this Agreement; (ii) information which was lawfully known to Receiving Party prior to the time of disclosure by Disclosing Party; (iii) information disclosed in good faith to Receiving Party by a third party that Receiving Party reasonably believed legally entitled to disclose the same.

IX.3 Receiving Party shall retain all Confidential Information in strict confidence exercising the same standard of care used by Receiving Party to protect its own confidential and proprietary information, but in any event not less that reasonable care to prevent the disclosure of Confidential Information for any purpose other than that contemplated hereunder.

IX.4 Receiving Party may disclose the Disclosing Party’s Confidential Information:

(a) to its respective employees, officers, directors members, lawful representatives and professional advisers to the extent necessary for the Purpose, provided that, in every such instance, prior to disclosure the Recipient has taken steps to ensure that such employees, officers, directors and professional advisers are aware of the confidential nature of such Confidential Information and the obligations of the Recipient under this Agreement and the Recipient procures their agreement to comply with the terms of this Agreement as if they were a party to it;
(b) where IANUA is the Receiving Party and has entered into General Member Terms and Conditions with the Investment Opportunity Provider, to its agents and professional advisers and such other persons who have a need to know such information in connection with a proposed Transaction or to whom it is otherwise agreed in writing such information may be provided;
(c) where the Introducer is the Receiving Party, to the Investment Opportunity Provider(s) or to its employees, agents and professional advisers and such other persons who have a need to know such information in connection with the proposed provision of the IANUA Service or to whom it is otherwise agreed in writing such information may be provided; and
(d) to the extent that this is required to be disclosed by law, by or to any governmental, judicial or other supervisory or regulatory authority or body (including, without limitation, the Financial Conduct Authority or where required by the rules of any stock exchange or by the laws or regulations of any country with jurisdiction over the relevant Party’s affairs) or by a court or other authority of competent jurisdiction.

IX.5 Upon termination of this Agreement, the Receiving Party shall return to the Disclosing Party upon request all written Confidential Information which belongs to it and shall either destroy all written reports and calculation results prepared by Receiving Party based upon or incorporating such Confidential Information, and all copies thereof but may retain a copy where required for legal or regulatory purposes.

IX.6 The obligations of IANUA and the Introducer under this Agreement shall survive the termination of this Agreement for a period of two (2) years regardless of the manner of such termination, and shall be binding upon their successors and assigns.

IX.7 IANUA and the Introducer acknowledge that in the event of a breach by either party any of the terms contained in this Agreement, the other party would 1) suffer irreparable harm for which immediate remedies at law would be inadequate and 2) be entitled to equitable relief therefore by injunction, in addition to any and all rights and remedies available to it.

X. Non-Circumvention and Exclusivity

X.1 IANUA’s relationship with the Investment Opportunity Providers shall be considered proprietary and the Introducer shall not use its knowledge of any such proprietary relationship (a) for any purpose other than to operate under this Agreement, (b) for its own advantage or economic benefit outside the scope of this Agreement or (c) in any manner that would harm or otherwise be a detriment to IANUA. The Introducer further agrees, on behalf of itself and its affiliates, that it will not initiate or maintain contact, solicit or attempt to enter into any contract, arrangement or relationship, directly or indirectly, with any of the Investment Opportunity Provider, or any of the officers, directors, representatives, subsidiaries, affiliates, shareholders or employees of any of the Investment Opportunity Providers or IANUA without the prior written consent of IANUA for a period of 12 months following termination of this Agreement.
X.2 IANUA agrees, on behalf of itself and its affiliates, that it will not initiate or maintain contact, solicit or attempt to enter into any contract, arrangement or relationship, directly or indirectly, with the Investor with respect to the Investment Opportunity save as envisaged hereunder or any of the Investor’s officers, directors, representatives, subsidiaries, affiliates, shareholders or employees, without the prior written consent of the Introducer for a period of 12 months following termination of this Agreement.

XI. IANUA Access to Information

IANUA and the Introducer jointly agree to cooperate fully in any securities regulatory investigation or proceeding or judicial proceeding arising in connection with IANUA’s Services, the Investment Opportunity, the Investment Opportunity Provider, the Transaction or the Investor. Each Party, upon receipt, will notify the other Party of any complaint or notice of any regulatory investigation or proceeding or judicial proceeding in connection with this Agreement. Each Party shall furnish applicable federal and state regulatory authorities with any information or reports which such authorities may request in order to ascertain whether the other Party’s operations are being conducted in a manner consistent with any applicable law or regulation. Each Party shall bear its own costs and expenses of complying with any regulatory requests.

XII. Compliance

XII.1 This Agreement and all transactions undertaken in accordance with it shall be subject to:

XII.2 All applicable United Kingdom and overseas laws and in particular the Financial Services and Markets Act 2000 of the United Kingdom and all orders and other delegated legislation made thereunder.

XII.3 All applicable rules, statements of principle and directives of applicable authorities including the Handbook of the Financial Conduct Authority (FCA) of the United Kingdom as amended from time to time.

XII.4 All applicable statutory and other requirements relating to money laundering, including, inter alia, the United Kingdom Proceeds of Crime Act 2002, the Money Laundering Regulations 2007 and the Joint Money Laundering Steering Group Guidance notes for wholesale, institutional and private client investment business as amended from time to time (together the Money Laundering Requirements).

XII.5 Applicable acceptable market practice, standards and customs.

XIII. General Provisions

XIII.1 Authority. The persons executing this Agreement on behalf of IANUA and the Introducer each warrant that they have full authority to do so and IANUA and the Introducer each agree that they shall not claim lack of corporate authority as a defense in any proceeding in connection with the Agreement.

XIII.2 Choice of Law. This agreement and any non-contractual obligations arising out of or in relation to it shall be governed by, and construed in accordance with, the laws of England and Wales. Each of the parties hereby irrevocably agrees to submit to the exclusive jurisdiction of the English courts to settle any disputes arising out of or in connection with this agreement (including, without limitation disputes relating to any non-contractual obligations which may arise out of or in connection with this agreement) and that accordingly any such proceedings shall be brought in such courts.

XIII.3 Assignment. This Agreement shall not be assigned by either Party without the written consent of the other.

XIII.4 Notices. All communications under the Agreement shall be in writing and shall be deemed delivered when mailed by certified mail, postage prepaid. Alternatively, communications shall be deemed delivered on the day the written notice was sent to the last known electronic mail address of the Party, provided that a copy of the notice, delivery charges prepaid, was also sent to the Party via a third party company or governmental entity providing delivery services in the ordinary course of business, which guarantees delivery to the other Party on the next business day. Notices shall be sent to the addresses set forth in the signature page of this Agreement, unless and until the addressee notifies the other Party of a change in address according to the terms of this Section.

XIII.5 No Partnership or Joint Venture. Nothing herein contained shall constitute a partnership between or joint venture by the parties hereto or constitute any party the agent of the others. No party shall hold itself out contrary to the terms of this Section and no party shall become liable by any representation, act or omission of the other contrary to the provisions hereof. This Agreement is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.

XIII.6 Severability; Integration. If any portion of this Agreement shall be determined to be invalid, the remainder of this Agreement shall remain in full force and effect. This Agreement sets forth the entire agreement between the parties as to the subject matter contained herein and supersedes all prior and contemporaneous communications, representations or agreements, whether verbal or written. This Agreement shall be binding upon and inure to the benefit of the Parties, and their respective heirs, successors and permitted assigns, as appropriate.

XIII.7 Survival. The provisions of Sections 3, 7 and 9 through 13 shall survive the termination or expiration of this Agreement.