Tied Agent Agreement

b e t w e e n

[COMPANY]

[ADDRESS]- hereinafter referred to as"[COMPANY]"-

a n d

[name of tied agent]

[address of tied agent]

- hereinafter referred to as "[abbreviation of the tied agent]" or "Tied Agent" -

Preamble

Tied Agent's business model is amongst other activities to provide investment brokerage or solicitation services (together “investment brokerage services”) concerning financial instruments predominantly to institutional investors. Institutional investors in this sense include all investors who are not retail clients within the meaning of the German Securities Trading Act (Wertpapierhandelsgesetz; “WpHG”). This activity constitutes investment brokerage pursuant to Section 2 clause 2 no. 3 of the German Securities Institutions Act ("WpIG") and can therefore only be provided with the corresponding permission of the German Federal Financial Supervisory Authority ("BaFin"). [COMPANY] and the Tied Agent intend to cooperate in the expansion of the business model. The Tied Agent will therefore provide this activity as a tied agent of [COMPANY] from its location in Germany. In addition, the Tied Agent may provide other services which are not investment services within the meaning of the WpIG and therefore do not fall under the duty to obtain a licence pursuant to section 15 clause 1 WpIG in conjunction with section 2 clause 2 no. 3 WpIG. The provision of these services is not subject of this Tied Agent Agreement ("Agreement").

Basis of the contractual relationship

The Tied Agent shall act as a tied agent within the meaning of Section 3 clause 2 WpIG in investment brokerage exclusively for the account and under the liability of [COMPANY]. [COMPANY] shall notify BaFin of the Tied Agent as its contractually tied agent by registering it in the MVP database (https://portal.mvp.bafin.de/ database/VGVInfo/).

In advance of providing investment brokerage services, the Tied Agent shall inform clients of its status as a tied agent of [COMPANY] in an appropriate manner - in particular by using the following reference on websites, on marketing or information materials, in correspondence and in e-mail disclaimers: "By providing investment brokerage services concerning financial instruments pursuant to Section 2 clause 2 no. 3 of the German Securities Institutions Act ("WpIG") [Tied Agent's company] is acting as a tied agent pursuant to Section 3 clause 2 WpIG exclusively for the account and under the liability of [COMPANY], [ADDRESS]". It will also inform clients immediately of the termination of their tied agent status. Pursuant to Section 28 clause 2 WpIG, [COMPANY] is obliged to provide evidence of the Tied Agent's fulfilment of the above-mentioned obligations to disclose its status as a tied agent to clients and its termination. The Tied Agent must therefore provide [COMPANY] with evidence in a suitable form documenting the disclosures made.