Initial Order Form and Agreement

ORDER FORM AND AGREEMENT

MARKET DATA DISTRIBUTION AGREEMENT

THIS AGREEMENT, dated as of the date executed by OTC Markets Group Inc., a Delaware corporation with an office located at 304 Hudson Street, 2nd Floor, New York, New York 10013 (“OTC Markets Group”), is made by and between OTC Markets Group and the Distributor, as identified below.

Distributor's receipt and use of the Information provided by OTC Markets Group is more fully defined in, and is governed by, the Market Data Distribution Agreement, which, together with all attachments, addenda, cover sheets, amendments, exhibits, schedules and other materials referenced therein including, but not limited to, the Market Data Policies, as any of these items may be added to, deleted from or amended from time-to-time(collectively, including this Order Form and Agreement, the “Agreement”), is attached hereto and incorporated herein by reference in its entirety. In the event of any claim of conflict between the terms and conditions of this Addendum and the terms and conditions of any other part of the Agreement, the interpretation given to such terms and conditions in the Market Data Distribution Agreement shall control the meaning thereof.

Distributor requests the following Licenses as evidenced by an authorized officer of Distributor initialing and dating below next to the License being requested; provided, however, that in the event Distributor requests a Broker-Dealer Enterprise License, Distributor hereby represents and warrants that it is a broker-dealer registered under the Securities Exchange Act of 1934 and a member of the Financial Industry Regulatory Authority, Inc. (“FINRA”):

Enterprise (Mass Distribution) Licenses / Initials / Date
OTC Markets Level 1+ Broker-Dealer Enterprise License: OTC
Real-time Display Usage, Non-Display Usage and Derived Data Usage of OTC Markets Level 1+, Display Usage of OTC Markets Real-Time Reference Prices, and Display Usage of OTC Markets Delayed Level 1+ for distribution to all (i) employees of Distributor and (ii) customers of Distributor that are Subscribers; provided that (i) OTC Markets Level 1+ Information may be distributed under such license only to Subscribers that maintain a securities brokerage (customer) account with the Distributor and (ii) none of such Subscribers may view OTC Markets Level 1+ Information except as an integral part of the password protected display devices, password protected trading applications or password protected Internet sites of the Distributor.
OTC Markets Level 2+ Broker-Dealer Enterprise License: OTC
Real-time Display Usage, Non-Display Usage and Derived Data Usage of OTC Markets Level 2+, Display Usage of OTC Markets Real-Time Reference Prices, and Display Usage of OTC Markets Delayed Level 1+ for distribution to all (i) employees of Distributor and (ii) customers of Distributor that are Subscribers; provided that (i) OTC Markets Level 2+ Information may be distributed under such license only to Subscribers that maintain a securities brokerage (customer) account with the Distributor and (ii) none of such Subscribers may view OTC Markets Level 2+ Information except as an integral part of the password protected display devices, password protected trading applications or password protected Internet sites of the Distributor.
OTC Markets Level 1+ Internal Systems/Applications Enterprise License: Non-Display Usage of OTC Markets Level 1+; provided that the applications and services that use the Information are not available to any person that is not a User.

Category 1—Non-Display Trading Platform Usage (OTC Link Participant). Applies to Non-Display Usage by a Distributor or Recipient who is an OTC Link Participant when the Distributor or Recipient uses the Information in an Electronic Trading System, whether the system trades on the Distributor’s or Recipient’s own behalf or on behalf of its customers.

Category 2—Non-Display Trading Platform Usage (Non-OTC Link Participant). Applies to Non-Display Usage by a Distributor or Recipient who is not an OTC Link Participant when the Distributor or Recipient uses the Information in an Electronic Trading System, whether the system trades on the Distributor’s or Recipient’s own behalf or on behalf of its customers.

Category 3—All Other Non-Display Usage. Applies to all Non-Display Usage other than as set forth in Categories 1 or 2 above.

OTC Markets Level 2+ Internal Systems/Applications Enterprise License: Non-Display Usage of OTC Markets Level 2+;provided that the applications and services that use the Information are not available to any person that is not a User.

Category 1—Non-Display Trading Platform Usage (OTC Link Participant). Applies to Non-Display Usage by a Distributor or Recipient who is an OTC Link Participant when the Distributor or Recipient uses the Information in an Electronic Trading System, whether the system trades on the Distributor’s or Recipient’s own behalf or on behalf of its customers.

Category 2—Non-Display Trading Platform Usage (Non-OTC Link Participant). Applies to Non-Display Usage by a Distributor or Recipient who is not an OTC Link Participant when the Distributor or Recipient uses the Information in an Electronic Trading System, whether the system trades on the Distributor’s or Recipient’s own behalf or on behalf of its customers.

Category 3—All Other Non-Display Usage. Applies to all Non-Display Usage other than as set forth in Categories 1 or 2 above.

OTC Markets Level 1+ Internal Derived Data License: Derived Data Usage of OTC Markets Level 1+ by the Distributor; provided that thedata derived from the Information may not be distributed to any person that is not a User.
OTC Markets Level 1+ External Derived Data License: Derived Data Usage of OTC Markets Level 1+ by the Distributor and the data derived from the Information may be distributed to any person.
OTC Markets Level 2+ Internal Derived Data License: Derived Data Usage of OTC Markets Level 2+ by the Distributor; provided that thedata derived from the Information may not be distributed to any person that is not a User.
OTC Markets Level 2+ External Derived Data License: Derived Data Usage of OTC Markets Level 2+ by the Distributor and the data derived from the Information may be distributed to any person.
OTC Markets Delayed Level 1+ License: Display of OTC Markets Level 1+, on a 15 minute delayed basis, continuously updated from 6:00 AM to 5:00 PM Eastern Standard Time, on Distributor’s websites and use of such Information on Distributor’s Internal Applications or External Applications.
OTC Markets Level 1+ for OTC Issuer Website License: License to publish OTC Markets Level 1+ relating to over-the-counter securities of a particular Issuer that are quoted on OTC Link on a website owned and operated by such Issuer or the Distributor, and to provide such Information to such Issuer for its use in the ordinary course of the Issuer’s business, and for no other purpose; provided, however, that this license shall not be used to publish Information relating to the securities of any Issuer whose OTC Market Tier is “Caveat Emptor”.
OTC Markets Level 2+ for OTC Issuer Website License: License to publish OTC Markets Level 2+ relating to over-the-counter securities of a particular Issuer that are quoted on OTC Link on a website owned and operated by such Issuer or the Distributor, and to provide such Information to such Issuer for its use in the ordinary course of the Issuer’s business, and for no other purpose; provided, however, that this license shall not be used to publish Information relating to the securities of any Issuer whose OTC Market Tier is “Caveat Emptor”.
OTC Markets Real-Time Reference Prices License: Display Usage of highest bid price and lowest offer price, but no quote size Information, security information and OTC Markets Trade Prices, for a security quoted in the Information.
Subscriber Distribution Licenses
OTC Markets Level 1+ License:All bid and offer price information and aggregate size information (aggregated by size at each respective bid or offer price),security information and OTC Markets Trade Prices, for a security quoted in the Information,on a real time basis, continuously updated from 6:00AM to 5:00PM Eastern Standard Time.
OTC Markets Level 2+ License: All bid and offer prices and size information, market maker identifiers and contact information, security information and OTC Markets Trade Prices, for a security quoted in the Information, on a real time basis, continuously updated from 6:00AM to 5:00PM Eastern Standard Time.
OTC Markets End-of-Day Pricing Service: Information consisting of a snapshot of the Inside Market Quote taken at the close of regular trading hours, received from OTC Markets Group or a data vendor to be used for (i) Investment Accounting, (ii) valuation, (iii) settlement, clearing and custody, and (iv) information, research or analysis. Requires an End-of-Day Pricing Service Addendum.
OTC Markets Web Access License for Company Data File:
Display of theOTC Markets Company Data File received from a secured FTP interface or secured website interface on Distributor’s Internet Properties (“External Display”) and use of such Information on Distributor’s Internal Applications (“Internal Use”).

Category 1 – InternalUse only

Category 2 – Internal Use plus External Display

OTC Markets Web Access License for Compliance Data File:
Display of the OTC Markets Compliance Data File received from a secured FTP interface or secured website interface on Distributor’s Internet Properties (“External Display”) and use of such Information on Distributor’s Internal Applications (“Internal Use”). This requires a Web Access License Addendum.

Category 1 – Internal Use only

Category 2 – Internal Use plus External Display

OTC Markets Web Access License for Compliance Analytics Data:
Display of the OTC Markets Compliance Analytics Data received from a secured FTP interface or secured website interface on Distributor’s Internet Properties (“External Display”) and use of such Information on Distributor’s Internal Applications (“Internal Use”). This requires a Web Access License Addendum

Category 1 – Internal Use only

Category 2 – Internal Use plus External Display

OTC Markets Web Access License for Promotion Data File:
Display of the OTC Markets Promotion Data File received from a secured FTP interface or secured website interface on Distributor’s Internet Properties (“External Display”) and use of such Information on Distributor’s Internal Applications (“Internal Use”). This requires a Web Access License Addendum

Category 1 – Internal Use only

Category 2 – Internal Use plus External Display

OTC Markets Web Access License for OTC Quote History Data File:
Display of the OTC Markets Quote History Data File received from a secured FTP interface or secured website interface on Distributor’s Internet Properties (“External Display”) and use of such Information on Distributor’s Internal Applications (“Internal Use”). This requires a Web Access License Addendum.

Category 1 – Internal Use only

Category 2 – Internal Use plus External Display

OTC Markets Web Access License for Q Score Data File:
Display of the OTC Markets Q Score Data File received from a secured FTP interface or secured website interface on Distributor’s Internet Properties (“External Display”) and use of such Information on Distributor’s Internal Applications (“Internal Use”). This requires a Web Access License Addendum.

Category 1 – Internal Use only

Category 2 – Internal Use plus External Display

OTC Markets Web Access License for Security Data File:
Display of the OTC Markets Security Data File received from a secured FTP interface or secured website interface on Distributor’s Internet Properties (“External Display”) and use of such Information on Distributor’s Internal Applications (“Internal Use”). This requires a Web Access License Addendum.

Category 1 – Internal Use only

Category 2 – Internal Use plus External Display

OTC Markets Web Access License for Unsolicited Quote Security File:
Display of the OTC Markets Unsolicited Quote Security File received from a secured FTP interface or secured website interface on Distributor’s Internet Properties (“External Display”) and use of such Information on Distributor’s Internal Applications (“Internal Use”). This requires a Web Access License Addendum.

Category 1 – Internal Use only

Category 2 – Internal Use plus External Display

OTC Markets Web Access License Files Back History:
Indicate File name (OTC Quote History, Security Data, etc.):
Number of months:
OTC Markets Execution Quality Report Service: (Requires Execution Quality Addendum)
License for use of Information consisting of OTC Markets Execution Quality Report.
Includes 1 authorized login.
Additional authorized logins required:
OTC Markets RSS Feed: (Requires RSS Feed Addendum)
Use of the OTC Markets RSS Feed on Distributor’s Internal Applications and External Applications.

Distributor requests the following type of connection in order to access Information under the requested License, as evidenced by an authorized officer of Distributor initialing and dating below next to the connection being requested:

Connection Type/Source /

Initials

Date

Connecting via Market Data Provider(May Incur In-Direct Access Fee)
Market Data Provider Name:
Connecting via Extranet Provider
Extranet Provider Name (if known):
Direct Connection with OTC Markets Group(Requires Direct Connectivity Addendum)
Number of Ports:
Inter-Data Center Connectivity with OTC Markets Group
(Requires Inter-Data Center Connectivity Addendum)

All notices and other communications (except for invoices) required to be given in writing under the Agreement shall be delivered to the individuals identified in subsections (a) and (b) below and shall be deemed to have been duly provided at the time of delivery, if sent by certified mail, return receipt requested, or any other delivery method that actually obtains a signed delivery receipt, to the following addresses or to such other address as any party hereto shall hereafter specify by prior written notice to the other party or parties below. If an email address is provided, OTC Markets Group may, in lieu of the above, give notice to or communicate with Distributor by email addressed to the persons identified in subsection (b) or to such other email address or persons as Distributor shall hereafter specify by prior written notice. Distributor agrees that any receipt received by OTC Markets Group from Distributor's service provider or Internet computer server indicating that the email was received at the address provided by Distributor shall be deemed proof that Distributor received the message.

(a)If to OTC Markets Group,
Mrs. Teresa Bowie
Vice President
304 Hudson Street, 2nd Floor
New York, NY 10013
Email: / (b)If to Distributor,
Name:
Title:
Address:
Telephone:
Email:
with a copy to,
Mr. Daniel Zinn, Esq.
General Counsel
304 Hudson Street, 2nd Floor
New York, NY 10013
Fax: (212) 652-5913
Email: / with a copy to,

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officers. Signature on this cover sheet is in lieu of and has the same effect as signature on each document noted herein.

OTC Markets Group Inc.Distributor (Firm Name):

By: By: ______

Name: Matthew FuchsName:

Title:Executive Vice PresidentTitle:

Date of Execution by OTC Markets Group Inc.:

OTC Markets Group Inc. Page 1 of 6

OTC Markets Group Market Data Distribution Order Form(January 1, 2018)