1. Status and Incorporation

This Addendum is incorporated by reference into the Financely Terms of Service and every Engagement Agreement that incorporates or is governed by those Terms. Capitalized terms not separately defined in this Addendum have the definitions given to them in the Terms of Service.

This Addendum records the parties' agreed allocation of transaction risk. It applies to every stage of the Services, including assessment, underwriting support, structuring, packaging, market sounding, lender or investor outreach, due diligence, credit review, negotiation, documentation, syndication, closing and post-approval conditions.

2. Defined Terms

3. Best Efforts and No Guaranteed Outcome

Financely provides professional advisory, arrangement, structuring, packaging, market-sounding, introduction and transaction-coordination Services on a best-efforts basis. Financely does not guarantee and has no obligation to procure any credit approval, investment commitment, term sheet, financial instrument, syndication, closing, funding amount, pricing, timeline or other Transaction outcome.

Financely is not a bank, direct lender, issuing bank, deposit-taking institution or registered securities broker-dealer. Where regulated activity is required, the relevant work may be performed by or referred to an appropriately authorized third party acting under its own terms, permissions and independent professional judgment.

4. Transaction Failure Events

A Transaction Failure Event includes any of the following, whether occurring before or after a term sheet, indicative offer, conditional approval, investment committee discussion, credit committee submission, mandate, appraisal, field examination, legal review or draft financing document:

• A Capital Provider declines the Transaction or refuses to proceed.
• A credit, investment, risk, compliance or underwriting committee withholds approval.
• The Client or any Counterparty withdraws, delays, changes strategy or ceases cooperation.
• The financing amount is reduced or the commercial terms become unacceptable to the Client.
• The Transaction cannot satisfy diligence, collateral, equity, documentation or compliance requirements.
• A term sheet, approval, commitment, mandate or instrument expires, is withdrawn or is not converted into funding.
• The Transaction cannot close within a required commercial, contractual or regulatory deadline.
• A syndication, participation, insurance placement or risk distribution process is unsuccessful.
• The parties do not execute definitive documents or satisfy all conditions precedent.

A Transaction may be commercially unsuccessful even where Financely has properly performed all Services and delivered all Committed Deliverables.

5. Non-Exhaustive Causes of Transaction Failure

The following risks are illustrative and not exhaustive. The occurrence of one or more of these circumstances does not establish breach, negligence, misrepresentation or non-performance by Financely.

6. Preliminary Communications and Conditional Approvals

Market interest, lender feedback, an introduction, a meeting, a data-room request, an indicative proposal, a draft term sheet, an expression of interest, a letter of intent, a credit submission or a conditional approval is not final approval and is not a binding commitment by Financely or any Capital Provider.

No Transaction is funded until all required parties have executed definitive documents, all conditions precedent have been satisfied or waived by the party entitled to waive them, and cleared funds have actually been disbursed. The Client shall not describe a preliminary or conditional communication as guaranteed, committed, approved or funded.

7. Committed Work and Outcome-Dependent Events

Financely's contractual performance is assessed by reference to the Committed Deliverables and Services expressly identified in the applicable Engagement Agreement. Outcome-dependent events include lender approval, investor participation, term sheet issuance, financial instrument issuance, third-party responsiveness, acceptable pricing, closing and funding.

A Transaction Failure Event does not convert an outcome-dependent event into a Committed Deliverable. It also does not retroactively convert advisory, structuring, packaging, outreach, diligence coordination or negotiation work into a guarantee of financing.

8. Fees and Failed Transactions

Fees compensate professional time, assessment, analysis, structuring, preparation, packaging, market mapping, outreach, coordination and other work performed. Unless a signed Engagement Agreement expressly states otherwise, Fees are not contingent upon a Transaction outcome and are non-refundable.

A Transaction Failure Event does not create a right to a refund, chargeback, payment reversal, set-off, withholding or cancellation of Fees already earned or payable. Success fees, if any, become payable only upon the trigger stated in the applicable Engagement Agreement.

Nothing in this section permits Financely to charge a success fee where the contractual success trigger has not occurred or overrides any express fee provision in a signed Engagement Agreement.

9. Client Responsibilities

The Client shall:

• Provide complete, accurate, current and verifiable information and promptly correct any inaccuracy.
• Disclose material adverse facts before engagement and throughout the Transaction.
• Respond promptly to diligence, documentation and compliance requests.
• Maintain decision-maker availability and follow the agreed execution process.
• Provide required equity, liquidity, closing costs and third-party professional fees.
• Refrain from unauthorized direct contact with introduced Counterparties.
• Notify Financely immediately of any change in structure, ownership, parties, funding need, use of proceeds or timing.
• Obtain its own legal, tax, accounting, technical and regulatory advice where appropriate.

Client delay, non-cooperation, inaccurate disclosure, changed instructions, non-payment or interference with the agreed process may cause a Transaction Failure Event and may also constitute a material breach under the Terms of Service.

10. Assumption of Risk and Release

To the fullest extent permitted by applicable law, the Client knowingly assumes the commercial risk of every Transaction Failure Event, including lost time, lost opportunity, third-party costs, changes in financing terms and the failure to complete an acquisition, project, trade or other underlying transaction.

Subject to liability that cannot lawfully be excluded, a Transaction Failure Event caused by or arising from the Client, a Counterparty, a Capital Provider, market conditions, compliance requirements, deal fundamentals or another matter outside Financely's reasonable control does not constitute breach, negligence, misrepresentation or failure of consideration by Financely.

The waivers, releases, indemnities, exclusions of damages and liability cap in Sections 18 through 21 of the Terms of Service apply fully to every Transaction Failure Event. Nothing in this Addendum excludes liability for fraud or any other liability that cannot lawfully be excluded.

11. Financely Rights During Execution

Where Financely identifies a material execution obstacle, it may recommend or require a revised structure, reduced financing amount, additional collateral, additional sponsor equity, a different instrument, revised pricing, a new timeline or a different category of Capital Provider.

Subject to the Terms of Service and the applicable Engagement Agreement, Financely may pause outreach, suspend work, narrow the scope or terminate the Engagement where continued execution would be commercially futile, legally restricted, non-compliant, reputationally harmful or materially different from the Transaction originally assessed.

12. Contractual Priority, Governing Law and Disputes

If this Addendum conflicts with the general Terms of Service on a matter specifically concerning Transaction Failure Events, this Addendum controls. A signed Engagement Agreement controls over this Addendum only where it expressly identifies the provision being varied and clearly records the parties' intention to override it. In all other respects, the Terms of Service remain in full force.

This Addendum is governed by the laws of England and Wales. Every dispute arising from or related to this Addendum is subject to the mandatory escalation, mediation, LCIA arbitration, time bar, confidentiality, remedies and other dispute provisions in Section 24 of the Terms of Service.

If any provision of this Addendum is held invalid or unenforceable, it shall be modified to the minimum extent required to make it enforceable or severed if modification is not possible. The remaining provisions continue in full force.

13. Client Acknowledgment

This page forms part of the Financely contractual framework. It does not provide legal, tax, accounting, investment or regulatory advice to the Client. All Transactions remain subject to diligence, independent approvals, definitive documentation and compliance screening.