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Contract Request Form Overview

The purpose of this form is to provide a mechanism to:

Request a customized Agreement for a variety of Client or counterparty engagements
Convey the required pre-contract information related to such prospective engagements

For the sake of clarity, this Term Sheet Form and subsequent final contracting DOES NOT complete onboarding. Client and/or counterparty engagements are only considered approved after:

The relevant Agreement is executed by all parties
Any required Mandate Onboarding Form is submitted, and all associated diligence and onboarding is complete.

Discretion with respect to the approval of any Client or counterparty engagement lies entirely with Stonehaven.

Stonehaven's goal is to manage Client and counterparty contracting and on-boarding processes as expediently as possible while maintaining proper standards to maintain the integrity of the platform. We greatly appreciate your help facilitating this process professionally.

While Stonehaven is generally aligned with Affiliate Partners in achieving fair and sound contract terms, Stonehaven, it's internal counsel and Stonehaven's external counsel (collectively, "Stonehaven Counsel") formally represent Stonehaven only, and do not represent Affiliate Partners with respect to the agreement associated with this submission or any other agreement. Affiliate Partner acknowledges that it has not received and is not relying upon any purported legal advice of Stonehaven Counsel in connection with the agreement associated with this submission, and it will not rely upon any purported legal advice of Stonehaven’s Counsel in connection with any third-party agreements or otherwise. Stonehaven is not a law firm or legal services provider and does not provide legal advice, and Affiliate Partners shall not assert that they relied upon advice of Stonehaven in connection with the agreement associated with this submission or any other third-party agreement.

Please note: Stonehaven's diligence review for regular primary Mandates will only commence upon substantive completion of final contracting and the receipt of complete and accurate Mandate Onboarding Forms.

Do you understand and acknowledge Stonehaven's policies and procedures outlined above?

Yes

Account ID

Email Address

ResponseEmail

Contract Request Form

Submitting Affiliate Partner Information

Your Name

Company Name

What is the type of engagement/agreement are you seeking to establish?

Client/Counterparty Info

Please enter information for prospective Client, whether that be an Issuer (Operating Company, Sponsor or Manager), Buyer or Seller. DO NOT ENTER INFORMATION RELATED TO ANY PARTICIPATING BROKER DEALER. Broker Dealer info to be entered elsewhere in this form.

Company Name

Website

Company LinkedIn URL

Country

Street

City

State / Province

Postal Code

Brief History of Relationship Between Affiliate Partner & Client

Client/Counterparty Primary Point(s) of Contact

For any Mandate that is being accessed via another Broker Dealer, you should enter the Mandate information here and the Broker Dealer information below.

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

Is it expected that the Primary Point of Contact will be a/the Signatory to any Engagement Agreement?

Expected Agreement Signatory

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

Prospective Non-Securities Real Estate Joint Venture Transaction Test

Please complete this section with the information known at the time of submission with consideration for 1) the nature of the contemplated transaction and 2) the targeted prospective investor audience.

Is it expected that the joint venture or investment agreement allow the joint venturer(s) or investor(s) to remove or replace the Sponsor, whether with or without cause?

YesNo

Are the Sponsor’s skills such that it could be readily replaced by another commercial professional offering similar services on similar terms?

YesNo

Is it expected that the joint venturer(s) will have the skills necessary to operate the contemplated joint venture or locate and hire a manager if the Sponsor was terminated?

YesNo

Is it expected that the approval of a least a majority of the joint venturers will be required for:

a. Adoption of, and amendments to, the business plan?

YesNo

b. Adoption of the annual budget?

YesNo

c. Appointment of a replacement Sponsor?

YesNo

d. Material deviations from the business plan or annual budget?

YesNo

e. The sale or merger of the joint venture or sale of substantially all of its assets?

YesNo

f. Adoption of and changes to the leasing guidelines (if properties are leased)?

YesNo

g. Lending or borrowing by the joint venture?

YesNo

h. Changes in accounting policies and selection of the auditor?

YesNo

i. Dissolution, bankruptcy, and initiation or resolution of litigation?

YesNo

j. Material Contracts (e.g. services providers)?

YesNo

k. For any venturer to transfer its interest in the opportunity?

YesNo

Are the prospective joint venturer(s) generally sophisticated in business and finance?

YesNo

Are the prospective joint venturers specifically sophisticated in or knowledgeable about real estate investing?

YesNo

Do the prospective joint venturers have experience with investments in real estate of the type that are contemplated in the joint venture's business plan?

YesNo

Is it expected that there be fewer than 20 joint venturers or investors in the opportunity?

YesNo

Is it expected that each joint venturer will be given the contact information of all other joint venturers?

YesNo

Is it expected that each joint venturer will be given detailed financial and operational data regarding the joint venture, including all information necessary to make a meaningful decision when exercising their management and voting rights?

YesNo

ATTENTION: Answering "No" to any of the above questions means that this does NOT qualify as a "non-securities" Real Estate Joint Venture engagement. Please restart the form, selecting the appropriate "Securities Related" engagement type at the top of this form. Please provide an explanation if you desire to discuss with Stonehaven's counsel.

Does the Affiliate Partner agree to notify Stonehaven if there are any changes to the answers to the above questions in relation to any Client related/sponsored transactions?

Yes

Do you require a contract template for this engagement?

YesNo

What is the status of the engagement agreement?

Please attach copy of the executed contract agreement, final term sheet or draft agreement or term sheet as applicable

Please note that this does not set the final determination of a transaction being a securities vs. non-securities transaction.

Is this a new Mandate or an existing Mandate that is being assigned from another broker dealer?

Is there another broker dealer or agent involved in this engagement or transaction with whom fees will be shared?

How will the engagement be contracted?

Please attach copy of other BD's Agreement

Economic & Commercial Terms

Client Type (The "Client Type" for most Co-Investments, Fundless Sponsors and Real Estate Sponsors should be submitted as a "Manager". Operating Companies raising seed through late stage should be submitted as a Direct.)

Hold down Control to select multiple items. The "Client Type" for most sponsor driven direct deals should be a "Manager" type.

Expected Start Date of Engagement

What is the scope of the prospective capital raising engagement

The Placement Agent is being engaged to solicit, or otherwise provide referrals and introductions of potential investors to the Client. To the extent that the Client does not already know such Approved Prospects the Client should be responsible for paying Referral Fees (as discussed below) regardless of what investment vehicle that the Client invests into. The Placement Agent and Client can mutually agree to focus on only certain products. However, in executing on a sales effort, the Placement Agent is “selling” both the Client as a “firm” (their pedigree, experience, track record, infrastructure, etc.) as well as the focus product (the relevant investment, whether that be a fund, strategy, co-investment or direct deal opportunity). As such, in practice, even if the Placement Agent and Client agree to focus on only certain products, the subject investors may become interested in the capabilities of the Client’s beyond the agreed focus. To the extent that the Client and relevant investor endeavor in such discussion, the Client ultimately invests in an investment opportunity outside of the agreed focus and the Client earns fees with respect to such investments, then the Client is benefitting from the introduction made by the Placement Agent, and the Placement Agent should be compensated for such introduction.

Please Provide Details Related to the Scope of the Engagement:

Retainer

Does the engagement includes a Retainer / fixed payment(s) component?

Retainer Structure (Click all that apply)

Hold down Control to select multiple items.

Up Front Payments

Upfront Payment Amount

Retainer Structure

Upfront Payment Further Explanation

Monthly Retainer Payments

Monthly Payment Amount

Retainer Structure

Monthly Retainer Further Explanation

Other Retainer/Fixed Payments

Payment Amount

Retainer Structure

Other Retainer/Fixed Payment Further Explanation

Please attach any document related to contract terms here.

Additional Contract Notes

Fund Mandate Fee Detail

Answers to this section pertain to the base fees. Fees related to any subsequent investment or re-ups should be addressed further below.

Which if the following fee components will be included (Click all that apply)?

Hold down Control to select multiple items.

Placement Fee as a % of Capital Placed (aka "Points") Detail

Private Equity / Investment Banking "Points"

i.e. % "points" for capital raised

Nature of "Points"

"Points" Further Explanation, including payout period for any points paid:

i.e. Paid upfront, Paid Over 2 Years, Paid over 3 Years, etc.

Management Fee Component Detail

Management Fee Share %

i.e. % share of management fees

With respect to a given investment, is the Management Fee Share to be paid in perpetuity?

Management Fee Shared % Further Explanation

Please elaborate on any limits to duration, step downs, etc., and related conditions.

Performance Fee Component Detail

Performance Fee / Carry %

i.e. % of performance fees

With respect to a given investment, is the Performance Fee Share to be paid in perpetuity?

Performance Fee / Carry % Further Explanation:

Please elaborate on any relevant conditions.

Warrant/Equity Fee Detail

Nature of Award:

Hold down Control to select multiple items

Warrant or Equity % of capital placed

i.e. % "points" for capital raised

Warrant or Equity % awarded upfront

i.e. % "points" for capital raised

Warrant/Equity Further Explanation:

Please elaborate on any relevant conditions.

Please elaborate on any other Referral Fee components:

Other Fee Detail

Please elaborate on any other Referral Fee components (excluding subsequent investments or Re-ups):

Subsequent Investments / Re-ups

Will all future, follow-on investments made by Introduced Investors (i.e. Approved Prospect who invest during the life of the engagement) be subject to the fees above or reduced fees?

Please elaborate on how Referral Fees will be reduced for subsequent investments / re-ups.:

Historically placement agent agreements would tie step downs to investments in subsequent “Funds”; i.e. Fund II, Fund III, etc. However, given the prevalence of direct deal and co-investment offerings, separate accounts, derivative/side car strategies etc., tying the step downs to identifiable “Funds” can get complicated and leave material exposure for the Placement Agent. As such, we typically tie step downs to periods of time, where the Referral Fee rate applies to all investments for X years (typically a duration to match the investment period of the given strategy or opportunity), then incurs one or more subsequent step down periods, each of the same duration. For example, you might set the scale such that Referral Fees step down on subsequent investments as follows: i) Full Referral Fee applicable to all investments made for a period of [X] years from each Introduced Investor’s initial investment (the “Initial Period”), ii) Referral Fees [set at Y% or reduced by X%] for investment made in the [X] year period following the Initial Period (the “Subsequent Period”), and iii) Referral Fees set at Y% or reduced by X%] for investment made in the [X] year period following the Subsequent Period.

Direct Deal Fee Detail

Answers to this section pertain to the full, headline fees. Fees related to any subsequent investment or re-ups should be addressed further below.

Which of the following fee components will be included (Click all that apply)?

Hold down Control to select multiple items.

Placement Fee as a % of Capital Placed (aka "Points") Detail

Private Equity / Investment Banking "Points"

i.e. % "points" for capital raised

Nature of "Points"

"Points" Further Explanation, including payout period for any points paid:

Warrant/Equity Fee Detail

Nature of Award:

Hold down Control to select multiple items

Warrant or Equity % of capital placed

i.e. % "points" for capital raised

Warrant or Equity % awarded upfront

i.e. % "points" for capital raised

Warrant/Equity Further Explanation:

Please elaborate on any relevant conditions.

Please elaborate on any other Referral Fee components:

Other Fee Detail

Please elaborate on any other Referral Fee components (excluding subsequent investments or Re-ups):

Subsequent Investments / Re-ups

Will all future, follow-on investments made by Introduced Investors (i.e. Approved Prospect who invest during the life of the engagement) be subject to the fees above or reduced fees?

Please elaborate on how Referral Fees will be reduced for subsequent investments / re-ups.:

M&A Fee Detail

Which if the following fee components will be included (Click all that apply)?

Hold down Control to select multiple items.

Placement Fee as a % of Transaction Size (aka "Points") Detail

Private Equity / Investment Banking "Points"

i.e. % "points" for capital raised

Nature of "Points"

"Points" Further Explanation, including payout period for any points paid:

Warrant/Equity Fee Detail

Nature of Award:

Hold down Control to select multiple items

Warrant or Equity % of transaction size

i.e. % "points" for capital raised

Warrant or Equity % awarded upfront

i.e. % "points" for capital raised

Warrant/Equity Further Explanation:

Please elaborate on any relevant conditions.

Please elaborate on any other Referral Fee components:

Other Fee Detail

Please elaborate on any other Referral Fee components (excluding subsequent investments or Re-ups):

Non Securities Mandate Fee Detail

Which if the following fee components will be included (Click all that apply)?

Hold down Control to select multiple items.

Placement Fee as a % of Transaction Size (aka "Points") Detail

Private Equity / Investment Banking "Points"

i.e. % "points" for capital raised

Nature of "Points"

"Points" Further Explanation, including payout period for any points paid:

Warrant/Equity Fee Detail

Nature of Award:

Hold down Control to select multiple items

Warrant or Equity % of transaction size

i.e. % "points" for capital raised

Warrant or Equity % awarded upfront

i.e. % "points" for capital raised

Warrant/Equity Further Explanation:

Please elaborate on any relevant conditions.

Please elaborate on any other Referral Fee components:

Other Fee Detail

Please elaborate on any other Referral Fee components (excluding subsequent investments or Re-ups):

Approved Prospect / Coverage Framework

Answers to this section pertain nature of the prospect coverage list only. Information related to Sunset Period allowances should be addressed further below.

Prospect Coverage Type

Please elaborate the prospect coverage dynamics.

Is the retention of Approved Prospects subject to performance/coverage thresholds?

Approved Prospect Retention Further Detail

Are you to get paid on Client's Carve-out list?

Please elaborate on the Referral Fee that shall apply to Client's Carve-Out list.

Will your Approved Prospects and Introduced Investors be treated in the same manner as the Client treats all other similarly situated investors?

The concern here relates to Clients who may reduce, terminate, reject additional capital commitments or capital contributions from any Introduced Investor, solely based on the Referral Fee, particularly where/when capacity in the investment Opportunity is limited. Stonehaven’s position is that Placement Agents cannot be in a position where our Approved Prospects or Introduced Investors are discriminated against, and most importantly prohibited from investing, purely because they are sourced investors, and therefore carry Referral Fees (i.e. are more expensive to the Client). Such an action would be a bad faith move on the part of a Client and would also be incredibly damaging to our relationships with investors, and ultimately damaging to our business model. This language does not tie the Client’s hands with respect to maintaining control of who they do or don’t let into any opportunity; instead it simply states that you won’t discriminate against our investors. This is a very important provision.

Please elaborate on the the treatment of Approved Prospects and/or Introduced Investors.

Do you have coverage for 2nd Tier introductions, such that you get credit in the event that an Approved Prospect or Introduced Investor introduces another investor?

Please elaborate on the the treatment of Approved Prospects and/or Introduced Investors.

Term & Termination

What is the term structure of the engagement?

What is the minimum Contract Term?

Client can cancel following minimum term.

Please explain minimum term

What is the cancellation notice period?

Client can cancel following minimum term.

Please explain the cancellation notice requirements.

What the fixed term?

Client can cancel following minimum term.

Please explain the fixed term.

What is the duration of the initial term?

Client can cancel following minimum term.

Please elaborate on the initial term of the contract.

What is the notice prior period required to cancel an autorenewal?

Client can cancel following minimum term.

Please elaborate on the notice period.

Will the engagement have a Sunset Period following Termination; i.e. a period for Approved Prospects to invest where you still get paid?

Client can cancel following minimum term.

Please explain the Sunset Period duration terms.

For which investors does the Sunset Period apply?

Client can cancel following minimum term.

Please explain the conditions that determine how the Sunset Period applies to investors.

Non-US, Non-BD Mandate Qualifications

Will any Stonehaven Registered Representatives participate in this mandate?

Does the Client have a physical location or legal entity in the U.S.?

If a Stonehaven Registered Representative will participate in marketing this mandate, then please restart this Form as a normal Primary Capital Raising Mandate. If you believe further analysis is necessary, please explain below.

Please confirm that no marketing will be directed toward continental U.S. or U.S. investors.

Yes

Please upload a copy of the underlying mandate agreement. If the agreement is not yet finalized, please upload a current term sheet or MOU.

Buy-Side or Sell-Side Secondary Engagements

Is the counterparty indicated above the Buyer or Seller?

Client can cancel following minimum term.

What is the character of the asset that will the subject of the transaction?

Client can cancel following minimum term.

What is the nature of the SPV shares?

Client can cancel following minimum term.

What is the name of the underlying Operating company whose shares are to be traded?:

Fund or SPV Manager / GP Information

Company Name; what is the name of the GP / Fund Sponsor of the vehicle that is the subject of the transaction, whether it be a Hedge, Private Equity, Venture, Private Credit?:

Company Website

Company LinkedIn URL

Country

Street

City

State / Province

Postal Code

Primary Point of Contact

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

What is the name of the Fund entity that is the subject of the transaction, whether it be a Hedge, Private Equity, Venture, Private Credit?:

Please upload all available relevant information on Fund Manager/GP and Fund

Real Estate Transaction

Please describe the contemplated Real Estate Transaction:

Company Name

Company Website

Company LinkedIn URL

Country

Street

City

State / Province

Postal Code

Primary Point of Contact

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

Please upload all available relevant information on Fund Manager/GP and Fund

Other Transaction

Please describe the contemplated Transaction:

Company Name

Company Website

Company LinkedIn URL

Country

Street

City

State / Province

Postal Code

Primary Point of Contact

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

Please upload all available relevant information on Fund Manager/GP and Fund

Which if the following fee components will be included (Click all that apply)?

Hold down Control to select multiple items.

What is the fee as a % of Transaction size?

What is the source of the fees?

Client can cancel following minimum term.

Secondary transaction fees, further explanation.

What is the period within which, starting from the date of any introduction, the counterparty will owe fees should they transact with any introduced parties?

Are any elements of the Seller identity know?

Client can cancel following minimum term.

Seller Information

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

Company Name

Company Website

Company LinkedIn URL

Country

Street

City

State / Province

Postal Code

Are any elements of the Buyer identity know?

Client can cancel following minimum term.

Buyer Information

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

Company Name

Company Website

Company LinkedIn URL

Country

Street

City

State / Province

Postal Code

Inter Broker or Foreign Finder Fee Share

Please describe the nature of the business engagement you are contemplating with the other broker dealer or agent.

Broker Dealer / Agent Information

Please provide information on the Broker Dealer or Agent who is either originated the mandate or with whom you wish to share fees

Company Name

Company Website

Company LinkedIn URL

Country

Street

City

State / Province

Postal Code

Primary Point of Contact

First Name

Last Name

Title

Work Phone

Mobile Phone

Email Address

LinkedIn URL

Provide web address from LinkedIn profile

Is the dealer / agent a FINRA registered Broker Dealer?

Please provide a link to Broker Dealer's Brokercheck, which can be found here: Brokercheck Search.

Is the dealer / agent regulated in their local jurisdiction?

Please attach a copy relevant license or regulatory compliance

Do you need to put an Inter BD Agreement in place, in addition to the Buy Side or Sell Side Agreement (as applicable)?

Please describe how Fees will be shared with such other Broker Dealer.

Please attach a copy of the Agreement between such other Broker Dealer and Client.

Non-Securities Related Debt Transactions

Will any of the instruments listed below be issued, assigned, transferred, purchased, or sold in connection with the Transaction?

Bond (promissory, convertible, redeemable, etc.)
Stock (common, preferred, treasury, etc.)
Partnership interest in a limited partnership
Membership interest in a limited liability company
Futures contract
Security-based swap
Debenture
Certificate of interest
Participation right
Certificate of interest or participation right in an oil, gas, or other mineral royalty or lease
Collateral-trust certificate
Preorganization certificate or subscription
Transferable share
Voting-trust certificate
Certificate of deposit
Put, call, straddle, option, or privilege on a security
Group or index of securities (including any interest therein or based on the value thereof)
Put, call, straddle, option, or privilege entered into on a national securities exchange relating to foreign currency
Any other instrument that is referred to in Transaction-related documentation as a security
Certificate of interest or participation right in, temporary or interim certificate for, receipt for, or option, warrant or right to subscribe to or purchase, any of the above.

In relation to the contemplated notes or private direct loans, will the instrument include anything OTHER than the following?

Note delivered in consumer financing
Note secured by a mortgage on a home
Short-term note, secured by an assignment of accounts receivable
Note which simply formalizes an open-account debt incurred in the ordinary course of business (particularly if, as in the case of the customer of a broker, it is collateralized)
A refinancing of an existing loan with substantially similar terms and features
A loan to facilitate the purchase of minor assets or consumer goods, or to aid the issuers’ cash flows and balances only (excluding new investments or new profit seeking endeavors)

Is the issuers purpose to finance a new profit seeking endeavor?

Will Investors in the note or private direct loan be passive (i.e. will the profits and losses that accrue to the Investor(s) from the Transaction result from the direct or indirect efforts of the other persons - such as the promoters, employees of the issuer, general partner, managing member or investment manager)?

Is it the expectation that the investment's return will exclusively be derived through the efforts of others?

Is it expected that the Investor's rights be so limited that they could NOT impact the investment's return?

Is it not expected that the investor would have the skill to manage the new profit seeking endeavor?

Do any of the documents related to the Transaction that have been provided to you reference the Transaction and/or an issuer being subject to, or exempt from, U.S. federal or state securities laws (such as the Securities Act of 1933, the Securities Act of 1934, a state uniform securities act, etc.?

Do Investors have (or could they have) a reasonable expectation that the note(s) will be offered/sold pursuant to U.S. federal or state securities laws and/or that the Investors will be protected by the anti-fraud provisions of federal or state securities laws?

Non Disclosure and/or Non Circumvent Agreements

What is the nature of the Agreement needed?

Please describe nature of the business discussions with the counterparty.

Who is the counterparty?

Please describe the counterparty.

Who is the recipient of the confidential information (click all that apply)?

Hold down CTRL to select multiple items.

Please describe the recipient of the confidential information.

Generally Stonehaven prefers to use two-way, mutual NDAs. Do you believe there is rationale for a one-way, asymmetrical NDA?

Please describe rationale for one-way, asymmetrical NDA.

Investor Acknowledgement / "Big Boy" Agreements

Please describe nature of the business discussions with the counterparty.

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