CCMX Supplemental Terms to the Secondary Trading Request Form

These CCMX Supplemental Terms shall apply to and are incorporated by reference into the Secondary Trading Request Form. These terms shall also supplement, as applicable the terms and conditions of the CCMX Brokerage Account Agreement entered into and agreed with Customer.
Customer represents and warrants that, in connection with an order or indication of interest to trade unregistered securities of a company (the “Company”), it (i) is not presently an affiliate or company insider nor has been an affiliate or company insider of the Company in the prior three months; (ii) acquired the investment position in the Company for investment purposes and not with a view to distribute such position on behalf of the Company or otherwise; (iii) is an “accredited investor” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933, as amended (the “Securities Act”) or is a “qualified institutional buyer” as defined in Rule 144A under the Securities Act; (iv) will not solicit offers for, or offer or sell, its investment position in any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and (v) is not aware or in possession of any material non-public information concerning the Company or the unregistered securities covered by the Secondary Trading Request Form. Customer further represents and warrants that any order or indication of interest to trade unregistered securities of a Company shall not be to gain a short, increase a short or otherwise cover a short position in such securities. If Customer is selling securities, Customer has the necessary valid title to the securities free and clear of any mortgage, deed of trust, pledge, hypothecation, security interest, encumbrance, claim or lien, except as fully complied with or waived as of closing of any transaction. Customer shall provide CCMX such documentation as is reasonably necessary to establish its sole ownership and any transfer restrictions associated therewith.
Customer is solely responsible for any and all orders or indications of interests placed with CCMX and all orders or indications submitted by Customer or on Customer’s behalf are unsolicited and based on Customer’s own investment decisions or the investment decisions of any duly authorized representative or agent of Customer. Customer understands and agrees that Customer has not received and does not expect to receive any investment, legal, tax or accounting advice from CCMX or its affiliates in connection with the account Customer opens with CCMX (the “Account”) . To the extent that CCMX may provide any research materials, analysis, news or other information, Customer understands that these materials are intended for informational and educational purposes only and do not constitute a recommendation to enter into any transactions in unregistered securities or to engage in any investment strategies. Customer further understands that any research, analysis, news, or other information made available through the Service is not in any way tailored to reflect Customer’s personal financial circumstances or investment objectives, and the securities and investment strategies discussed may not be suitable for Customer.
Customer understands and agrees that CCMX does not guarantee that any order that Customer places will be filled. CCMX reserves the right to cancel any order or part of an order if such order violates the terms of the Secondary Trading Request From, these Supplemental Terms, the CCMX Brokerage Agreement or the Supplemental Disclosures https://carta.com/private-companies/liquidity/documents/ or as CCMX may otherwise deem necessary or appropriate.
Investment in unregistered securities has certain risks. Please review the CCMX Use of Services and Risk Disclosure Statement for relevant risk disclosure which is also available at https://carta.com/private-companies/liquidity/documents/.
Customer understands that Customer’s unregistered securities are reflected on the Company’s capitalization table maintained by Carta, Inc., as transfer agent for each Company. By electing to sell unregistered securities via CCMX, Customer authorizes CCMX to instruct Carta, Inc., as transfer agent for the Company to accept such instruction to transfer the unregistered securities required for the transaction from the Account to the purchaser of such unregistered securities. By electing to purchase unregistered securities via CCMX, Customer authorizes CCMX to transfer the funds required for the transaction from the Account to a seller. Customer acknowledges that legal title to any transferred (i) unregistered securities or (ii) funds will pass to such purchaser or seller, as applicable, at settlement and that CCMX does not have the ability to recall the unregistered securities or funds after the transfer is made. Customer agrees to hold CCMX and Carta, Inc. harmless with respect to their accepting and following Customer instructions to transfer the unregistered securities or funds. Customer may revoke this authorization by terminating the Secondary Trading Request Form, the Brokerage Agreement and closing the Account upon thirty (30) days’ written notice to CCMX. For the avoidance of doubt, Customer understands that any unregistered securities holdings shown in the Account reflect the information on the Company’s capitalization table maintained by Carta, Inc. and are not held at CCMX.
Any offer or sale of the securities that is the subject of the Secondary Trading Request From shall be exempt from registration under the Securities Act and such securities have not and will not be registered with the SEC or the securities authorities of any U.S. state or territory or foreign jurisdiction in connection with a transaction, and are intended to be offered and sold in reliance upon applicable registration exemptions, including, without limitation, Section 4(a)(1) or Section 4(a)(7) of the Securities Act, Rule 144 or Rule 144A under the Securities Act, or the “Section 4(a)(1½) exemption,” as developed through case law and interpretation, or applicable state “blue sky” law (collectively, the “Resale Exemptions”). Neither Customer nor any person acting on behalf of Customer shall offer or sell securities by any means or in any manner inconsistent with applicable law or the Resale Exemptions, and if requested by CCMX, Customer shall provide a written certification from a licensed attorney, CPA, broker-dealer or investment advisor certifying the same. In connection with the transaction, Customer shall not take any action or omit to take action that could cause CCMX to violate applicable laws or any agreement with CCMX. Customer shall be solely responsible for ensuring that any transaction and closing complies with all applicable law, including, without limitation, in connection with the purchase or sale of securities, a Resale Exemption, and any contractual provisions with respect to which a transaction or the securities are subject.
Customer understands that CCMX reserves the right to adjust, cancel, correct or take any other appropriate action when, at its good-faith discretion, if it deems such transaction to be an erroneous transaction or a potential fraudulent event, even if such action is not required under applicable law.
None of Customer nor, if an entity, any of Customer’s officers, directors, employees, agents or beneficial owners of 20% or more of outstanding voting equity securities of Customer, is or has been, in any domestic or foreign jurisdiction: (a) indicted for or convicted of any felony or any securities or investment related offense of any kind; (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking; or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of Customer nor any of Customer’s representatives, advisors or agents participating in a transaction nor any promoter (as that term is defined in Rule 405 under the Exchange Act) connected with Customer in any capacity at the time of sale (each, a “Customer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the Securities Act (a “Disqualification Event”). Customer has exercised reasonable care to determine whether any Customer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to CCMX.
Pursuant to the economic sanctions programs administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (“OFAC”), CCMX is prohibited from providing services or entering into relationships with certain individuals and institutions. Customer understands that in accordance with such sanctions programs CCMX may be required to block funds associated with the Account and may (i) suspend the Account; (ii) terminate the Account; (iii) return funds to the destination of their origin or to an account specified by authorities; or (iv) require that Customer withdraw funds from the Account within a certain period of time.
This provision is applicable if Customer is a U.S. person (including a U.S. resident alien) as such term is defined in section 7701(a) of the Internal Revenue Code of 1986, as amended (“U.S. Person”). Customer certifies that the taxpayer identification number that Customer has provided or will provide to CCMX in connection with the Account opening (including any taxpayer identification number on any Form W-9 that Customer has provided or will provide) is Customer’s correct taxpayer identification number. Customer further certifies that Customer is not subject to backup withholding and that if a correct Taxpayer Identification Number is not provided to CCMX, Customer may be subject to backup withholding tax at the appropriate rate on all dividends, interest, and gross proceeds paid to Customer. Backup withholding taxes are sent to the IRS and cannot be refunded by CCMX or any of its Affiliates. Customer further understands that if Customer waives tax withholding and fails to pay sufficient estimated taxes to the IRS, Customer may be subject to tax penalties.
CUSTOMER UNDERSTANDS AND AGREES THAT CUSTOMER’S USE OF CCMX’S SERVICES AND THE SECONDARY TRADING REQUEST FORM, OR ANY OTHER SERVICE PROVIDED BY CCMX OR ANY OF ITS AFFILIATES IS AT CUSTOMER’S SOLE RISK AND IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. NEITHER CCMX NOR ANY OF ITS AFFILIATES OR THIRD PARTIES MAKE ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT WILL CCMX OR ANY THIRD PARTY BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY DEFECT IN OR USE OF THESE SERVICES.
In no event shall CCMX, its affiliates and/or agents (“Indemnified Parties”) be liable for any losses, claims, demands, actions, costs, expenses or liabilities (collectively, “Losses”) arising from or in connection with this form, any completed or unfulfilled transaction unless such Loss is the result of CCMX’s fraud, willful or intentional misconduct, or gross negligence. In no event will CCMX or its affiliates be liable to anyone for any lost revenue, lost profits, lost savings, loss of opportunity, market loss, loss of use, or damage to goodwill, or for any consequential, incidental, special, exemplary, punitive, or indirect damages under any theory (including contract, tort, negligence, strict liability, or otherwise).
In addition, Customer agrees that CCMX and its affiliates shall have no liability for, and Customer agrees to indemnify, defend, and hold harmless Indemnified Parties from, all Losses that result from: (i) Customer’s misrepresentation or alleged misrepresentation, error of judgment, or act or omission; (ii) Customer’s breach of this Agreement, (iii) Indemnified Parties following Customer’s directions or instructions, or failing to follow your unlawful or unreasonable directions or instructions; (iv) any activities or services of the Indemnified Parties in connection with the Account (including any technology services, reporting, trading, research or capital introduction services); or (v) the failure by any person not controlled by the Indemnified Parties to perform any obligations to Customer.
In no event will CCMX or its affiliates be liable to Customer, the Company, buyer, seller, shareholder, or any other person in connection with this Secondary Trading Request Form or the Brokerage Agreement for lost revenue, lost profits, lost savings, loss of opportunity, market loss, loss of use, or damage to goodwill, or for any consequential, incidental, special, exemplary, punitive, or indirect damages under any theory (including contract, tort, negligence, strict liability, or otherwise) arising from or relating to such forms or agreements.
This CCMX Supplement Terms to the Secondary Trading Request Form contains a pre-dispute arbitration clause. By signing an arbitration agreement, the Customer agree as follows:
1. All parties are giving up the right to sue each other in court, including the right to a trial by jury, except as provided by the rules of the arbitration forum in which a claim is filed.
2. Arbitration awards are generally final and binding; a party’s ability to have a court reverse or modify an arbitration award is very limited.
3. The ability of the parties to obtain documents, witness statements, and other discovery is generally more limited in arbitration than in court proceedings.
4. The arbitrators do not have to explain the reason(s) for their award unless, in an eligible case, a joint request for an explained decision has been submitted by all parties to the panel at least 20 days prior to the first scheduled hearing date.
5. The panel of arbitrators may include a minority of arbitrators who were or are affiliated with the securities industry.
6. The rules of some arbitration forums may impose time limits for bringing a claim in arbitration. In some cases, a claim that is ineligible for arbitration may be brought in court.
7. The rules of the arbitration forum in which the claim is filed, and any amendments thereto, shall be incorporated into the CCMX Supplemental Terms.
All controversies that may arise between Customer and CCMX concerning any subject matter, issue or circumstance whatsoever (including, but not limited to, controversies concerning any account, order, distribution, rollover, advice interaction, or transaction, or the continuation, performance, interpretation or breach of this or any other agreement between Customer and CCMX, whether entered into or arising before, on or after the date of the Account is opened) shall be determined by arbitration through the Financial Industry Regulatory Authority (FINRA) or any United States securities exchange that provides a forum for the arbitration of disputes, provided that CCMX is a member of such national securities exchange at the time the arbitration is initiated. Arbitration must be commenced by service upon the other party of a written demand for arbitration or a written notice of intention to arbitrate, therein electing the arbitration tribunal. In the event Customer does not make such election within five (5) days of such demand or notice, then Customer authorizes CCMX to do so on behalf of Customer. The commencement of arbitration through a particular self-regulatory organization or securities exchange is not integral to the underlying agreement to arbitrate. Customer understands that judgment upon any arbitration award may be entered in any court of competent jurisdiction.

No person shall bring a putative or certified class action to arbitration, nor seek to enforce any predispute arbitration agreement against any person who has initiated in court a putative class action; or who is a member of a putative class action who has not opted out of the class with respect to any claims encompassed by the putative class action until: (i) the class certification is denied; or (ii) the class is decertified; or (iii) the customer is excluded from the class by the court. Such forbearance to enforce an agreement to arbitrate shall not constitute a waiver of any rights under the CCMX Supplemental Terms and/or the Secondary Trading Request Form except to the extent stated herein.