Broker-Dealer Matters

Effective Date: 24 February 2026

Investor Access and Introduction Framework

This Annex forms part of the Terms of Service (the “Agreement”) between Customer and MoonshotNX, Inc. (“MoonshotNX”).

1. Platform Nature of Investor Access

1.1 Passive Infrastructure Only.
Any investor access functionality within the Services is limited to agreement-enabled infrastructure. MoonshotNX does not solicit investors in the following fashion outside of this infrastructure:

  • recommend securities;

  • recommend investors;

  • solicit purchases or sales of securities;

  • structure transactions;

  • negotiate terms;

  • arrange securities transactions;

  • effect securities transactions;

  • receive transaction-based compensation.

1.2 No Transaction Execution.
MoonshotNX does not participate in the execution, closing, documentation, or settlement of any securities transaction. They are specifically handles by our professional SPV third party entity.

1.3 No Compensation Tied to Transactions.
MoonshotNX does not receive commissions, success fees, carried interest, transaction-based compensation, or other compensation contingent upon a securities transaction closing.

Customer acknowledges that subscription fees are for access to software and operational infrastructure only.

2. Nature of “Introductions”

2.1 Definition of Introduction.
An “Introduction” means the enabling of visibility, communication functionality, or transmission of Customer materials through the Services to an investor selected or enabled by Customer or matched by internal workflow criteria.

2.2 No Endorsement.
Any Introduction does not constitute:

  • a recommendation;

  • an endorsement;

  • an opinion on suitability;

  • a representation that an investor is appropriate;

  • a representation that Customer is appropriate for any investor.

2.3 No Fiduciary Relationship.
MoonshotNX does not owe fiduciary duties to Customer or to any investor in connection with any Introduction.

3. Customer Responsibility for Securities Compliance

3.1 Offering Compliance.
Customer is solely responsible for:

  • determining whether an offering is private or public;

  • determining exemption availability;

  • preparing offering documents;

  • ensuring regulatory compliance;

  • investor qualification procedures;

  • disclosure obligations.

3.2 No Review Obligation.
MoonshotNX has no duty to review Customer materials for legal sufficiency, regulatory compliance, or accuracy.

3.3 Investor Qualification.
Customer is solely responsible for verifying accredited investor status, suitability, or any other legal requirement.

4. Communications Framework

4.1 Customer-Directed Communications.
All materials transmitted through the Services are transmitted at Customer’s direction.

4.2 No Solicitation by MoonshotNX.
Transmission of Customer materials through the Services does not constitute a solicitation by MoonshotNX.

4.3 No Negotiation Role.
MoonshotNX does not negotiate deal terms between Customer and investors.

5. Investor Autonomy

5.1 Independent Decision-Making.
Investors make independent investment decisions. MoonshotNX does not advise investors.

5.2 No Liability for Investor Conduct.
MoonshotNX is not liable for:

  • investor decisions;

  • investor due diligence;

  • investor communications;

  • investor misconduct;

  • investor withdrawal or delay.

6. Regulatory Safeguard Clause

Customer acknowledges that this document is intended to clarify that MoonshotNX operates as a capital access platform and not as a broker-dealer or placement agent under U.S. federal or state securities laws.

If any regulatory authority asserts that MoonshotNX’s activities constitute broker-dealer activity due to Customer’s conduct or representations, Customer agrees to cooperate in clarifying the operational structure and to indemnify MoonshotNX to the extent permitted under the Agreement.