Interest Financial, LLC

Advisory Agreement

‍Interest Financial, LLC (“we”, “us”, “our”), a Florida limited liability company and registered investment adviser registered with the United States Securities and Exchange Commission, offers the investment program described below (the “Program”) through a mobile app and website (the “Grifin Platform”) that provides tools designed to aid you in automatic purchases of securities and that is operated by Grifin LLC , a Florida limited liability company (“Grifin”). Both we and Grifin are wholly-owned by Interest Investment, Inc., a Delaware corporation. To use the Program, you must agree to the provisions of this Interest Financial, LLC Advisory Agreement (the “Advisory Agreement” or “Agreement”), including all related documents referred to in this Advisory Agreement. This Advisory Agreement is effective on the date you indicate your acceptance electronically.

THIS ADVISORY AGREEMENT CONTAINS AN ARBITRATION PROVISION. SEE SECTION 16 FOR AN IMPORTANT NOTICE CONCERNING YOUR RIGHTS.

PLEASE NOTE: This Advisory Agreement creates a binding contract between you and Interest Financial, LLC. Please review the Advisory Agreement and all related documents carefully. Contact us at hello@interestfinancial.com if you have any questions. By accepting this Advisory Agreement, you are acknowledging that you are aware that your electronic signature has the same legal effect as signing a paper agreement.

1. Program Description

The Program is intended for natural persons who are citizens of the United States, who have a valid social security number or tax identification number, and who are of legal age to enter into this Advisory Agreement. We do not offer the Program or any products or services outside of the United States.

You appoint us as your investment adviser and as your limited attorney-in-fact to perform the services described in this Advisory Agreement, including the authority to execute securities transactions on your behalf and as directed by you. We accept this appointment under the terms and conditions in this Advisory Agreement.

You are solely responsible for evaluating the merits and risks associated with any securities investments made through the Grifin Platform. We do not provide any investment advice other than as outlined in this Advisory Agreement. Our services are provided solely through the Grifin Platform. We do not provide investment advice in person, over the telephone, or through any other medium. We, or the Broker (defined below), do not provide any legal, accounting, or tax advice.

To use the Grifin Platform, you will need to complete a risk profile to determine your risk tolerance. Based upon your responses, we use this information to assign you to a risk profile of “Conservative,” “Moderate,” or “Aggressive.” We categorize the securities that are available for purchase in the Program as being “Conservative,” “Moderate,” or “Aggressive.” We will provide an alert if you attempt to purchase a security that does not fit your risk profile; however, you have the ability to approve that security. In that case, all future transactions involving that security are allowed. You can opt out of purchasing a security at any time. The accuracy of your risk profile selection will affect the alert functionality of the Grifin Platform. If your risk profile changes, you agree to update your risk profile in the Grifin Platform promptly. If you choose to make an investment in a security that is outside of your risk profile, it is possible that the investment is not suitable for you based on your risk tolerance.

We provide investment advice regarding specific securities, but only in the form of algorithmic outputs based on standardized rules linked to your spending habits and disclosed risk profiles. For automated trades (those triggered by your spending habits), the timing of purchases of securities is at our discretion, using the proprietary algorithm of the Grifin Platform. Automated trades are not executed in real time concurrent with your purchase transactions, but are processed through or weekly batch system. Non-automated trades (those not triggered by your spending habits but entered by you manually) are transmitted immediately to the Broker for execution.

You understand that you are purchasing your stock with your money. Each time you make a purchase transaction, your designated stock purchase amount, which is set at one dollar ($1.00) by default, will be debited from your bank account and transferred to your Grifin Account (as described below). The designated stock purchase amount is set by the user and can range from $1 to $99. The Grifin Platform works as follows: During the week when you shop or pay for any transactions with your credit card/debit card, such as getting gas in your car, the Grifin Platform recognizes these transactions through our algorithm.

For each transaction, the Grifin Platform automatically withdraws your designated stock purchase amount, which is set at one dollar ($1.00) by default, from your bank account to buy you stock in a publicly traded company. For example, during a given week, if you use your linked credit card/debit card to make ten purchases at Starbucks, one at the gas station, one at Lululemon, and two on Amazon, and then also pay your auto insurance, you will have 15 transactions. If your designated stock purchase amount is $1, that means $15 will be pulled from your bank account in that week and transferred to your Grifin Account. If transactions have been made at publicly-traded companies (that is, a company in which you can buy stock), then your $1 from your bank account will be allocated to purchase stock in that company.

You can also elect to transfer $1 of cash from your bank account to your Grifin Account when you shop at companies that are not publicly-traded (for example, privately-owned businesses, such as your local café). If you elect to do so, then your $1 will be held in cash in your account. (Note that this feature is disabled by default at account setup, but you have the option to turn on the functionality in the Grifin Platform. Currently, transfers to be held in cash in your Grifin Account are limited to those transfers associated with your transactions at companies that are not publicly-traded.

To use the Grifin Platform you will need to open a brokerage account (your “Grifin Account”) with either Alpaca Securities, LLC or Apex Clearing Corporation (the “Broker”) and provide limited discretionary trading authority to us over your Grifin Account. The Broker is the party that executes the stock transactions for you. To establish a Grifin Account you are required by law to provide your taxpayer identification number such as a social security number. The Broker needs this information to verify your identity and to report your dividend, interest and stock sales to the Internal Revenue Service. The Broker will provide custody, clearing, and settlement services for your Grifin Account. All account opening functionalities, including identity verification and approval, are handled digitally by the Broker. The Broker shall provide all brokerage services to you. Accordingly, you must agree to the terms of the Broker’s Customer Account Agreement to establish an account with the Broker. Only individuals will be permitted to establish accounts with the Broker, which shall be in their own name; accounts for legal entities are not supported in the Grifin Platform. You will be required to complete all applicable Broker forms and agreements, including a limited power of attorney, which: (i) authorizes the Grifin Platform to place trades on your behalf, and; (ii) authorizes the Broker to deduct our fees, including those for the Grifin Platform, from your Grifin Account pursuant to this Advisory Agreement. You are not charged commission fees for using the Grifin Platform, but see Section 6 below for a description of our fees. The Broker reserves the right to reject any account application for any reason whatsoever.

Additionally, you will need to securely link your bank account to the Grifin Platform as this is how you pay for your stock transactions. Because there is a cost to us associated with each bank account link, we currently only allow you to link one bank account. You will also need to securely link your debit and/or credit cards to the Grifin Platform. To do this, you will select the financial institution which holds the debit and/or credit cards you use most often. You will then be prompted to select which debit and/or credit cards under that financial institution to link for purposes of monitoring your shopping/transaction history. Because there is a cost associated with each financial institution link, we currently only allow up to two financial institutions to be connected. The third-party that links your bank account and debit/credit cards is Plaid. You will need your online user ID and password for both your bank account and financial institution to enable Plaid to link your accounts. Plaid provides support for over 9,000 financial institutions and banks; however, connections are not available for all financial institutions and banks. If Plaid does not currently connect with your financial institution and/or your bank, you will not be able to use the Grifin Platform. The third-party that provides billing services is Strip, Inc., which provides billing and payment processing services for us and for the Grifin Platform.

We are not responsible for your connections to your bank and financial institution. You will need to periodically reverify your connections for security reasons and the Grifin Platform will not work for you until that re-verification process is completed. Additionally, in some instances, Plaid is unable to make some connections due to issues with the bank and/or financial institution, changes in your login credentials, or for other reasons. If you continue to have problems with your connections, contact our customer service through the Grifin Platform. Our customer service team will use its best efforts with Plaid to resolve connection issues, but we cannot guarantee that all connections will be available.

All purchase transactions that you make using the linked debit/credit cards will be monitored and analyzed by the Grifin Platform using proprietary algorithms. If your linked bank account is closed or restricted, no additional deposits or withdrawals can be made until you reopen/unrestrict the account or link a new bank account.

By using the Grifin Platform, you give your approval for the Grifin Platform to automatically withdraw from your bank account the funds to purchase your stock or to add to a cash account. Your bank account will be debited once a week on your designated debit day, which you can change from the Profile & Settings page in your app. You can opt out of purchasing stock for the week by disabling the purchase before 3:30 pm ET on the business day prior to your designated debit day. The bank account that you will use to fund your investment in stock must have sufficient funds to pay for your investment in stock and to put additional money in your cash account. The Grifin Platform lets you know how much money will be pulled from your bank account each week and you can decide whether to invest during that week. Additionally, you can set a personal limit on how much you want to deposit into the Grifin Platform each month and can choose not to put cash in your cash account. The deadline to decide whether to invest for the week is every 3:30 pm ET on the business day prior to your designated debit day.

It is important that you check your bank account before 3:30 pm ET on the business day prior to your designated debit day to see if you will have sufficient funds to invest for the week so that you do not overdraft your bank account. Overdrafting means trying to remove money greater than the amount of money you have. Although we do not charge overdraft fees, the Broker charges a $15 fee for failed transfers. This fee is deducted from the cash available in your account. If insufficient cash is available, securities will be sold to cover the fee. Additionally, your bank can charge an overdraft fee.

We attempt to help you prevent overdrafts by checking your bank balance to see if you have at least 150% of the amount needed to invest and a bank account balance of at least $5.00. If not, we do not process the transfer. For example, if you have 10 transactions for the week and your designated stock purchase amount is $1, we will verify that you have at least $15 in your bank account. If you do not have $15, we will not process your transfer for the week. Due to technical limitations, we cannot guarantee that we will always check your bank balance, that the calculation of the transfer amount will be correct, or that we can prevent an overdraft. In addition, we cannot control the timing of other withdrawals from your account, so it is possible that you have other withdrawals occurring between the time we check your balance and when we request your transfer. It is your responsibility to make sure you have enough money in your bank account. If we see that you have overdrafted your account more than once we are authorized to close your account. Although we have measures in place to help avoid overdrafts, we cannot control the timing of other transactions against your linked bank account nor can we guarantee that you will not overdraft. It is your responsibility to make sure that sufficient funds are available in your linked bank account to support your participation in the Program.

By initiating or directing a withdrawal or a deposit, you authorize your bank to facilitate the use of the Automated Clearing House (“ACH”) payment system for the transfer of money to or from the Broker. You agree and acknowledge that you are responsible for any fees, charges, or expenses imposed by your bank in connection with any deposit or transfer of money to or from your Grifin Account. You will further be responsible for all fees associated with failed ACH transfers. Here are some reasons why your transactions might not go through for the week:

1. You do not have 150% of the amount needed.
2. You do not have more than $5.00 in your bank account.
3. Plaid requires your bank account to be reconnected.
4. Plaid requires your financial institution for your debit/credit card to be reconnected.
5. Plaid has allowed you to connect an account, but Plaid does not recognize it as a bank account, such as a brokerage cash account or a neo-bank account. We recommend that you use an alternative bank account.

When you make a purchase transaction at a publicly-traded company, this signals an instruction to us to purchase, using your money, your designated stock purchase amount or one dollar’s ($1.00) by default, worth of a share of that publicly-traded company’s stock. You have the ability to place restrictions on the securities that are purchased by opting out of buying those securities. When you make a purchase transaction at a private company, you are instructing us to deposit your designated stock purchase amount or one dollar ($1.00)by default in cash in your Grifin Account, if you opt-in to do that. You can restrict the amount of cash deposited in your Grifin Account. (Please see important disclosures about our fees in Section 6 and how they are affected by the cash balance in your Grifin Account.) The securities available in the Program are a limited universe of publicly-traded stocks, which is subject to change. All users have access to the same universe of securities.

We aggregate the amounts that we receive from your bank account, and use those funds to purchase shares of the publicly-traded companies at which you’ve shopped, or deposit cash in your Grifin Account. For automated trades (those based in your spending habits, the timing of the purchases of securities is at our discretion, and will be made during normal trading hours using the proprietary algorithm of the Grifin Platform. We then distribute the securities of the publicly-traded companies to your brokerage account. We pay all brokerage and transaction costs for stock purchase. Automated trades are not executed in real time concurrent with your purchase transactions, but are processed through our weekly batch system. Your non-automated trades are transmitted immediately to the Broker for execution.

You can withdraw funds in an amount up to the available cash in your Grifin Account by initiating a withdrawal request through the Grifin Platform. Cash withdrawals do not occur instantaneously. Keep in mind that the Broker requires time to process these requests. You must have a bank account linked to your Grifin Account to process a withdrawal request. By requesting a withdrawal, you authorize the Broker to transfer funds in the amount you request to your bank account. If securities need to be liquidated to generate cash for your requested withdrawal, the proceeds of the sale need to settle before the withdrawal can be processed. If you have problems with receiving your withdrawal, first please check that your bank account is correctly linked. If it is, then please contact our customer service through the Grifin Platform and we will check the status with the Broker.

You can request the sale of any security in your Grifin Account at any time by initiating a sell order through the Grifin Platform. We have the discretion to determine the timing of such sale, and any sale will be made during normal trading hours using the proprietary trading algorithm. The proceeds of such sale will be held as cash in your Grifin Account.

You acknowledge and agree that we place orders to buy and sell securities on your behalf for your Grifin Account, only at your direction, during distinct trading windows during normal market trading hours. The frequency of these distinct trading windows may be limited during adverse market conditions or during shortened trading sessions or otherwise changed in our sole discretion. There is no guarantee that any order you place will be executed during any particular trading window. The Grifin Platform is not designed to support real-time trading.

1. Trading Authority and Your Instructions

You direct the investments in securities and deposits of cash in your Grifin Account based upon your buying activities and your interaction with the Grifin Platform. You are responsible for monitoring the activities in your Grifin Account via the Grifin Platform.

We have discretion over your Grifin Account to the limited extent that we have the authority to determine:

• the securities available in the Program;
• the timing of purchases of securities in your account in relation to deposits
• the timing of sales and withdrawals in relation to requests for withdrawals or transfers; and
• the action taken in response to a corporate action related to securities held in your Grifin Account, provided that no proxy is required to do so and the action taken by us is deemed to be in your best interest.

1. Scope of Securities

The Broker has the sole discretion to determine the securities available on the Platform, and may add or remove any security from the Platform at any time. The platform provides access to a subset of this stock universe. If a security is removed from the Platform, the Broker will limit transactions in that particular security to the liquidation of positions only. The Broker will not be responsible for any losses resulting from a security being removed from the list of available securities.

1. Brokerage and Custody

By using the Grifin Platform, you authorize and direct us to place all trades in your Grifin Account through the Broker. All orders to purchase or sell securities are made by you through the Grifin Platform. No other method exists for placing orders for transactions. We aggregate the amounts that we receive from your bank account and use those funds to purchase shares of the publicly-traded companies at which you’ve shopped, or deposit cash in your brokerage account. All orders are executed during normal market hours. We have discretion over the timing of execution of all orders, except for any self-directed trades which are conveyed directly to Alpaca for execution.

As noted above, your participation in the Program requires that you open a Grifin Account with the Broker. The Broker is generally responsible for: (i) maintaining and recording transactions in cash and securities (including fractional shares) in your Grifin Account; (ii) executing, clearing, and settling orders placed through the Grifin Platform; and (iii) providing you with statements, confirmations, other required documentation, and other information about your Grifin Account and transactions therein.

We will have no authority to initiate any withdrawal or otherwise transfer any securities or money out of your Grifin Account other than fee deductions. Failures and delays, and/or interruptions in processing requests to withdraw funds or transfer of cash or securities can occur. These processes are handled by the Broker. You acknowledge and agree that the Broker can require additional information before processing any request for withdrawal or transfer, and that such requests could cause delays. We can help facilitate your requests for withdrawals or transfers with the Broker but we are not responsible for such delays as these matters are handled by the Broker.

You retain sole ownership of your Grifin Account, including the right to withdraw securities or cash, exercise or delegate proxy voting, take action directly as a security holder against the issuer of any security in your Grifin Account, and receive transaction confirmations.

1. Termination

You may terminate this Advisory Agreement at any time for any reason by clicking the CLOSE MY ACCOUNT button or by contacting us through the chat service in the app or on the website. We may terminate this Advisory Agreement at any time for any reason by sending you a notice of termination by email or other means of notification via the Grifin Platform. Termination of this Advisory Agreement following notice by You or Us shall be effective as of the end of the Billing Period in which such notice was given. We may terminate this Advisory Agreement immediately and without notice if you breach the terms of this Advisory Agreement. In the event we terminate this Agreement without notice in the event you breach the terms of this Advisory Agreement, no refund shall be due.

You agree that we may suspend the provision of services to you or delay, limit, restrict, or refuse any transaction for you at any time for any length of time without prior notice to you if we believe in good faith that such suspension or delay is necessary or appropriate: (i) to ensure compliance with, or to avoid, violating any law or regulation applicable to us or a transaction relating to the Grifin Platform; (ii) to comply with a request or guidance from a regulatory or law enforcement authority with jurisdiction over us or a transaction relating to the Grifin Platform; (iii) to remediate or otherwise address problems with technology; (iv) due to interruptions in the access to or operation of any technology that we directly or indirectly use in connection with the Grifin Platform; (v) to prevent a breach or violation of any term, condition, or other provision of this Advisory Agreement; or (vi) to obtain from you any additional information that we, in our reasonable discretion, deem necessary for advisory services to be provided to you pursuant to this Advisory Agreement. Notwithstanding anything to the contrary in this Agreement, including, without limitation, in Sections 1 and 2, we reserve the right, at any time and without notice, to delay or manage the trading of your orders if we determine it is appropriate and consistent with its obligations under this Advisory Agreement.

Upon the termination of this Advisory Agreement, your Grifin Accounts will be deemed to be simultaneously terminated. Upon termination, your brokerage account will be moved to "Liquidate Only" status and you authorize us to instruct the Broker to sell all shares in your Grifin Account and any distributions generated by such shares following such request, and to send the cash to the bank account linked to your Grifin Account. Any unpaid fees will be deducted from your Grifin Account. If you request that shares be transferred to another custodian or broker-dealer, all withdrawals, transfers or other brokerage account functionalities will be facilitated by the third-party custodian or broker-dealer, in accordance with your instructions and subject to such new custodian or broker-dealer’s policies and procedures with respect to fractional shares, the shares remaining after each of the following are paid for with the proceeds of a sale: (i) any withdrawals pending when the termination notice was received or sent; (ii) the fees charged for processing the in-kind transfer to another custodian or broker-dealer; and (iii) any other fees due. You understand that you may not be able to transfer any fractional shares from your Grifin Account and may have to sell any fractional shares upon termination or transfer of your Grifin Account.

Please note that the Broker handles the withdrawal of funds to your bank account. Typically, this should occur within one to three business days after your request for the proceeds to arrive at your linked bank account. The Broker has the ultimate control over fund withdrawals and may restrict withdrawals if there is reasonable suspicion of fraud or inappropriate activity. The Broker may require additional information from you before processing a withdrawal request, and failure to promptly provide such information could lead to delays or cancellations of the requested withdrawal. Although we cannot control the actions of the Broker, we will use our best efforts to assist you.

Upon termination of this Advisory Agreement and upon the processing of any liquidations or other transactions in your Grifin Account, we may immediately deactivate your Grifin Account and bar any further access to the Investment Platform, except as we may otherwise provide from time to time.

Your death or incapacity shall not terminate any authorizations you grant to us in this Advisory Agreement until we receive written termination notice thereof from your executor, guardian, attorney-in-fact or other authorized legal representative.

1. Fees and Compensation

Grifin charges a total Subscription Fee of $5 per month or $60 annually for use of the Grifin Platform and its suite of services, which are provided independently from our advisory services:

• Educational content, including the 14-day onboarding educational campaign and ongoing educational content and newsletters.
• Continuous insights into spending habits, which the app user can utilize to decide if activating the automated investment feature is in their interest.
• Access to public company information, including financial data and, importantly, subsidiaries. Identifying such subsidiaries is a valuable service, as it provides the user a way to identify how certain retail venues may be owned by listed companies (e.g. Whole Foods by Amazon). This is another element the user can use to decide if activating the automated investment feature is in their interest.
• Eligibility to participate in and receive bonuses under the referral program (subject to the user having a brokerage account in good standing).
• The option to rapidly activate the auto-investing features of the app, as well as the advisory services, at their convenience.

The Subscription Fee is composed of a Platform Fee (for access to the Grifin Platform and its services) and our Advisory Fee if you choose to become our client and use our advisory services. Typically, the Platform fee is $5 per moth (or $60 annually); if a user elects to become our client, the Platform Fee is discounted to $4.90 per month (or $58.80 annually), and the Advisory Fee is $0.10 per month ($1.20 annually). Grifin collects our Advisory Fee as part of the total Subscription Fee and allocates $0.10 per month to us for each user that becomes a client and receives our advisory services.

The Advisory Fee covers both our fee for advisory services and the Broker’s transaction costs. The primary method for payment of the Subscription Fee is to charge the debit or credit card you designate for this purpose in the Manage Subscription feature in Settings. If Grifin is unable to charge the designated card, Grifin will deduct the fee from the cash in your brokerage account, and if there is insufficient cash in your account, we will charge any other funding source connected to your account. If you do not have sufficient securities or cash, we will apply the remaining balance of your account to your subscription fee. If we can no longer charge your designated card, and if your account balance is zero, we can no longer collect your subscription fee and may close your account. When you deposit additional funds or securities in your account, the subscription fee will resume. If you no longer wish to use the program, you will need to cancel your subscription and close your account. See Section 5 above.

At our sole discretion, we can waive fees from time to time and/or offer discounts due to special promotions or based on individual client circumstances. As long as you are not in breach of the Advisory Agreement, upon termination of your Advisory Agreement and if you have paid the annual subscription fee, we will refund you for any portion of the annual fee for which we have not provided our services, i.e., for any month beyond that Billing Period in which the Advisory Agreement has been terminated.

In addition to our fee, you can incur additional service fees from the Broker for items such as ACH transfers, overdraft fees, paper statements or trade confirmations, or account transfer/termination fees. See Commissions and Fees. We can change our fees by amending this Advisory Agreement. Amendments will be communicated to you as described in Section 13 below.

Note that Alpaca Securities LLC, as compensation for providing its brokerage services, collects the interest generated on the uninvested cash in your brokerage account. A portion of that interest is shared with us as compensation for our services. The arrangement is considered a platform cost offset and does not deprive you of any benefit you would have received, as the interest collected would otherwise have been entirely retained by Alpaca Securities LLC.

1. Notices and Communication

By accepting this Advisory Agreement, you are providing your consent for us to provide communications to you electronically to the email you provide, your cell number, or by posting on the Grifin Platform. All communications sent to you by any of these methods will be treated as if they were given to you personally, whether or not you receive and read them. You agree that you have the necessary hardware, software, mobile applications, or other technology required to receive and review communications, including internet access, a valid telephone number and a valid email address. You agree to promptly update your email address if it changes.

We will periodically send you emails that we hope you will read. We send you emails for the following reasons:

• To notify you about an update to the Grifin Platform and how to use it.
• To ask you to re-verify your bank account and/or financial institution for your debit/credit card.
• To inform you that we have identified an issue that we are in the process of fixing.
• To help educate you on financial or other areas we think you might find interesting.

1. Platform Availability Complaint Reporting

We will make best efforts that the Grifin Platform is available during 9:30 am ET to 4:00 pm ET on any Monday through Friday (New York time), excluding federal holidays in the United States and any day on which banking institutions and stock market exchanges in the United States are required by law or other government action to close. However, it is understood and agreed that the Grifin Platform utilizes multiple third-party resources and APIs. Therefore, the functionality of the Grifin Platform is dependent on the operation of those services.

We encourage you to provide us feedback from time to time regarding the Grifin Platform and the Program. In the event of any feedback or complaint received, we reserve the right to forward such communications to the appropriate party to address the communication, including, without limit, the Broker. We reserve the right to contact you about any communication received.

1. Proxies and Legal Proceedings

We will not vote proxies on your behalf. Additionally, we will not be required to take any action or render any advice with respect to voting of proxies solicited by or with respect to the issuers of securities held in your Grifin Account. We will not take any action or render any advice, or otherwise be responsible, with respect to any securities held in or formerly held in your Grifin Account, which are named in or subject to legal proceedings, including bankruptcies or class action lawsuits.

1. Investment Risks and Risk Acknowledgment

All investments involve a certain amount of risk and losses are possible, including the potential loss of all amounts invested. Past performance does not indicate future performance. We do not guarantee that you will meet your financial goals and objectives by using our Program, or that your investments will be profitable. Not all investments are suitable for all investors. You should be aware of a number of factors that could affect your account, including the following:

Risks of Investing in Securities. Security prices can be volatile, and investing in securities involves risk of loss. The price of a security fluctuates, possibly significantly, in a short period of time. Your account will be subject to general movements in the stock market and the value fluctuations of each particular security. Security prices fluctuate for several reasons, including changes in the financial condition of a particular issuer, investors’ perceptions of the issuer’s industry, the general condition of the relevant stock market, changes in interest rates, or when political or economic events affecting the issuers occur.

Concentration of Investments. Client accounts in the Program may hold a relatively small number of securities, which may expose the account to the particular industry or market sector the security represents and the value of the specific company. Because your purchases of securities are driven by your buying habits, it is possible that your account could be heavily concentrated in one particular security or one particular market sector. Losses in one or more positions, or a downturn in an industry or market sector in which the company participates, could adversely affect the account performance in a particular period. In addition, holding a significant position in cash is not suitable for all risk profiles.

Long-Term Purchases. We encourage you to consider your account to be a long-term investment purchased with the expectation that the value of those securities will grow over a relatively long period of time, generally greater than one year. Using a long-term purchase strategy generally assumes the financial markets will go up in the long-term, which is not always the case. There is also the risk that the segment of the market that you are invested in or the particular investment will go down over time even if the overall financial markets advance. Long-term purchases create an opportunity cost by "locking-up" assets that could be better utilized in the short-term in other investments.

Research Materials. Any research materials we provide are based on current public information that we consider reliable, but we do not represent that any research materials are accurate or complete, and you should not rely on them as your sole source of information. The views and opinions expressed in our research materials are as of the date published and are subject to change. Financial metrics presented in research materials change over time and are subject to future adjustment and revision; therefore, any forecasted metrics do not reflect actual future results. Research materials are for informational purposes only, and any mention of a specific security should not be considered an investment recommendation. Not all securities are suitable for all investors. You should not assume that investments made in the future will be profitable or will equal the performance of any securities referenced in our research materials.

Investment Program Risks. We provide investment advice regarding specific securities, but only in the form of algorithmic outputs based on standardized rules linked to your spending and disclosed risk profiles. We do not provide comprehensive financial planning services. This Program is not a complete investment program. You are encouraged to consider additional asset classes, strategies and investments to supplement your overall plan. You should not use the Program as the sole component of your investment plan. Not all publicly-traded securities are available in the Program.

Client Restrictions. You have the ability to place limited restrictions by opting in or out of automated investing and putting money in your Grifin Account based upon your purchase transactions. However, since investment is executed through the automated Grifin Platform, your restrictions on the portfolio are limited.

Fractional Share Trading: Fractional share trading allows you to purchase securities in dollar amounts rather than share quantities. Trading in fractional shares has unique risks and limitations that you should understand prior to participation in fractional share trading. Fractional shares are generally not transferable. If you close your Grifin Account or transfer your account to another firm, the fractional shares held in your account may need to be liquidated. Fractional shares cannot be put into certificate form and mailed. Liquidations of fractional shares can result in additional charges. Trading is rounded to not more than eight decimal places.

Certain Trading Not in Real Time: Automated trade execution does not occur in real time. Self-Directed Trades do occur in real time. Automated trades that you set up through the Grifin Platform are not executed in real time. We determine the cadence of such trades through a weekly batch process. Self-directed trades are transmitted immediately to Alpaca for execution. All automated trades will be placed during normal market hours. Customer orders may be batched and executed with other customer orders. We only allow market orders, and we do not allow for limit or stop orders. The price you receive for the purchase of a security or for the sale of a security may be different from the price at the time the buy or sell order is placed.

Reliance on Algorithms: We use proprietary algorithms to analyze your purchase transactions. We cannot guarantee that the algorithms used will indeed function as intended. The Grifin Platform has inherent limitations, including the possibility of human error in the design, data input or implementation process. The risk of errors, malfunctions and anomalies is inherent in each component of the programming process, how those components function together, and how the program absorbs data points provided by you and interpreted by the Grifin Platform.

‍

This list of risks is not a complete explanation of all the risks involved in investing with this Program. You should read the entire Wrap Fee Brochure, Advisory Agreement, Terms of Use, Privacy Policy and other materials that we provide in the Grifin Platform. We encourage you to consult with professionals such as tax, accounting, legal, or financial advisers as you deem necessary prior to engaging our services.

1. Cybersecurity

The Broker maintains all firm records and has archiving and backup procedures of records to maintain complete and accurate books and records in compliance with SEC Rules 17a-3 and 17a-4 and Applicable Law. In the event that a cybersecurity incident caused by the Grifin Platform puts your information at risk including, but not limited to, Distributed Denial of Service (“DDoS”) attacks, account intrusions, and loss of Personally Identifiable Information (“PII”), either we or the Broker will take reasonable efforts to contain the cybersecurity threat and provide any notification as required under Applicable Law.

Your security is important to us. We have our own security protocols, and the Broker and Plaid each have their own security protocols. Almost all financial companies use third-party providers to process your transactions. Your social security number, user ID and passwords for your bank account and your financial institution are not held on our servers. We take reasonable steps to secure your private information. However, most security issues are caused by user actions such as engaging in phishing schemes or accessing secure websites on unsecured public wi-fi networks. We encourage you to exercise appropriate security measures to protect your personal information.

1. Limitation of Liability; Non-Waiver and No Limitation of Liability with Regard to Our Fiduciary Duty

Federal and state securities laws impose liability under certain circumstances on persons who act in good faith. Consequently, nothing in this Advisory Agreement shall waive or limit any rights that you may have under Federal or state securities laws regarding us or otherwise, including but not limited to our fiduciary duty that we owe to you under Federal or state securities laws. And, nothing in this Advisory Agreement or otherwise is intended to suggest that you have waived any right or remedy that you cannot waive by law.

If Grifin or any of its affiliates is served with levies, attachments, garnishments, summons, subpoenas, court orders, or other legal process which name you as a debtor or otherwise, Grifin or such affiliate shall be entitled to rely upon the representations, warranties, and statements made in such legal process. You hereby agree that Grifin or any affiliate may respond to any such legal process in its own discretion without regard to jurisdiction or forward such legal process to Alpaca or such other party as may be appropriate. You hereby agree to hold harmless and indemnify Grifin and its affiliates for any losses, expenses, and costs, including attorneys’ fees, incurred as a result of responding to such legal process or forwarding such legal process to the appropriate entity.

If Grifin or any affiliate receives written notice from a personal representative, executor or administrator purporting to represent your interests, Grifin or such affiliate shall be entitled to rely on all figures supplied and representations made in such written notice if Grifin or such affiliate is provided with letters of appointment bearing a duly recognized court seal without regard to jurisdiction.

Grifin shall not be liable for (i) force majeure or other events beyond the control of Grifin, including without limitation any failure, default, or delay in performance resulting from computer or other electronic or mechanical equipment failure, malfunction or unavailability, unauthorized access, theft, operator errors, governmental, judicial, or regulatory restrictions, exchange or market rulings or suspension of trading, strikes, failure of a common carrier or utility services, severe weather, or breakdown in communications not reasonably within the control of Grifin or other causes commonly known as “acts of God,” whether or not any such cause was reasonably foreseeable, or (ii) general market conditions unrelated to any violation of this Advisory Agreement by Grifin.

1. Entire Agreement, Amendments, and Notice

This Advisory Agreement, as amended from time to time, including any other documents provided on the Grifin Platform, reflects the entire agreement between the parties. This Advisory Agreement supersedes any prior Advisory Agreement you entered into with us. We reserve the right to amend this Advisory Agreement at any time and in our sole discretion, including provisions that describe our services or fees. In the event this Advisory Agreement is modified, we will provide you with notice of the amended Agreement at least thirty (30) days prior to the effective date of the change(s). The amended Advisory Agreement will be posted via the Grifin Platform. Your continued use of the Grifin Platform after the effective date of an amended Advisory Agreement will be considered your acceptance and consent to the terms and conditions of the amended Advisory Agreement.

1. Governing Law

Except to the extent that it is preempted by federal law, the law of the State of Florida (without regard for conflicts of law principles) will govern the construction, validity, and administration of this Advisory Agreement. However, nothing in this Advisory Agreement will be construed contrary to the Investment Advisers Act of 1940, as amended.

1. Assignment of Agreement

You cannot assign your rights or obligations under this Advisory Agreement without our prior express written consent. We shall not assign (within the meaning of the Advisers Act) our rights or obligations under this Advisory Agreement without your consent, provided however that you will be deemed to have consented to an assignment if you do not object to such assignment within 30 calendar days of being notified through the Grifin Platform or by email of our intent to assign such rights or obligations. Any reorganization, restructuring, or other transaction affecting our ownership will not be deemed to be an assignment (within the meaning of the Advisers Act) of this Advisory Agreement, so long as such reorganization, restructuring, or transaction does not result in a change of actual control or management.

1. Arbitration Agreement

ALL PARTIES TO THIS ADVISORY AGREEMENT AGREE THAT UPON THE ELECTION OF ANY OF THEM, ANY DISPUTE RELATING IN ANY WAY TO THIS AGREEMENT, YOUR ACCOUNT(S), OR TRANSACTIONS WILL BE RESOLVED BY BINDING ARBITRATION AS DISCUSSED BELOW, AND NOT THROUGH LITIGATION IN ANY COURT. THIS ARBITRATION AGREEMENT IS ENTERED INTO PURSUANT TO THE FEDERAL ARBITRATION ACT, 9 U.S.C. §§ 1-16:

● ALL PARTIES TO THIS ADVISORY AGREEMENT 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;

● ALL PARTIES TO THIS ADVISORY AGREEMENT WAIVE ANY ABILITY TO PARTICIPATE IN A CLASS OR REPRESENTATIVE BASIS IN COURT OR IN ARBITRATION. ALL DISPUTES MUST BE RESOLVED BY BINDING ARBITRATION, ON AN INDIVIDUAL BASIS, WHEN EITHER YOU OR WE REQUEST IT;

● ARBITRATION AWARDS ARE GENERALLY FINAL AND BINDING; A PARTY'S ABILITY TO HAVE A COURT REVERSE OR MODIFY AN ARBITRATION AWARD IS VERY LIMITED;

● THE ABILITY OF THE PARTIES TO OBTAIN DOCUMENTS, WITNESS STATEMENTS AND OTHER DISCOVERY IS GENERALLY MORE LIMITED IN ARBITRATION THAN IN COURT PROCEEDINGS;

● THE ARBITRATORS DO NOT HAVE TO EXPLAIN THE REASON(S) FOR THEIR AWARD EXCEPT IN VERY LIMITED CIRCUMSTANCES;

● THE PANEL OF ARBITRATORS WILL TYPICALLY INCLUDE A MINORITY OF ARBITRATORS WHO WERE OR ARE AFFILIATED WITH THE SECURITIES INDUSTRY;

● THE RULES OF SOME ARBITRATION FORUMS CAN IMPOSE TIME LIMITS FOR BRINGING A CLAIM IN ARBITRATION; AND

● THE RULES OF THE ARBITRATION FORUM IN WHICH THE CLAIM IS FILED, AND ANY AMENDMENTS THERETO, SHALL BE INCORPORATED INTO THIS ADVISORY AGREEMENT.

THIS ARBITRATION PROVISION SHOULD BE READ IN CONJUNCTION WITH THE DISCLOSURES IN THIS ADVISORY AGREEMENT. ANY AND ALL CONTROVERSIES, DISPUTES OR CLAIMS BETWEEN INTEREST FINANCIAL, LLC AND THE CLIENT OR THEIR REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS, ARISING OUT OF, IN CONNECTION WITH, FROM, OR WITH RESPECT TO (a)ANY PROVISIONS OF OR THE VALIDITY OF THIS ADVISORY AGREEMENT OR OTHER AGREEMENTS RELATING TO YOUR PARTICIPATION IN THE PROGRAM, (b) THE RELATIONSHIP OF THE PARTIES HERETO, (c) ANY CONTROVERSY ARISING OUT OF INTEREST FINANCIAL, LLC'S BUSINESS OR THE CLIENT'S INDIVIDUAL ACCOUNT OR INTEREST FINANCIAL, LLC ACCOUNT (COLLECTIVELY, "CLAIMS"), OR (d) ANY TRANSACTIONS IN YOUR INTEREST FINANCIAL, LLC ACCOUNT SHALL BE CONDUCTED SOLELY BY ARBITRATION PURSUANT TO THE RULES THEN IN EFFECT OF THE AMERICAN ARBITRATION ASSOCIATION. ARBITRATION MUST BE COMMENCED BY SERVICE OF A WRITTEN DEMAND FOR ARBITRATION OR A WRITTEN NOTICE OF INTENTION TO ARBITRATE UPON THE OTHER PARTY. THE DECISION AND AWARD OF THE ARBITRATOR(S) SHALL BE CONCLUSIVE AND BINDING UPON ALL PARTIES. EACH SIDE IS RESPONSIBLE FOR ITS OWN SHARE OF ARBITRATOR FEES ASSESSED BY THE ARBITRATOR UNDER THE ARBITRATION ADMINISTRATOR’S RULES OF PROCEDURE. IF YOU BELIEVE THAT YOU ARE UNABLE TO AFFORD ANY FEES THAT WOULD BE YOURS TO PAY, YOU CAN REQUEST THAT WE PAY OR REIMBURSE THEM, AND WE WILL CONSIDER YOUR REQUEST IN GOOD FAITH.

THE PARTIES AGREE THAT THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS, AND THE CLIENT EXPRESSLY WAIVES ANY RIGHT TO BRING A CLASS ACTION LAWSUIT OR ARBITRATION AGAINST INTEREST FINANCIAL, LLC OR ITS REPRESENTATIVES, EMPLOYEES, DIRECTORS, OFFICERS, OR CONTROL PERSONS WITH RESPECT TO ANY CLAIMS.

Notwithstanding the foregoing or anything to the contrary in this Advisory Agreement, in no way shall this Advisory Agreement constitute a waiver or limitation of rights that the Client has under federal or state securities laws to pursue a remedy by other means if and to the extent such laws guaranty such right to the Client and do not permit the waiver thereof.

1. Terms of Use

You acknowledge receipt of our Terms of Use, delivered electronically and available on the Grifin Platform, which sets forth the conditions for use of the Grifin Platform, all of which can be amended from time to time. The Terms of Use document is considered part of this Advisory Agreement.

1. Disclosure Documents

You acknowledge receipt of our Wrap Fee Program Brochure (the “Brochure”) and our Client Relationship Summary (“Form CRS”), delivered electronically and available on the Grifin Platform, which documents contain certain disclosures concerning brokerage practices, risk factors and potential conflicts of interest, all of which can be amended from time to time subject to law. The Brochure and Form CRS are also available on Securities and Exchange Commission’s Investment Adviser Public Disclosure page on www.adviserinfo.sec.gov.

1. Privacy Policy

Your privacy is important to us. The information you provide to us, including your personal information, is subject to the terms of our Privacy Policy, which is available on the Grifin Platform. By entering into this Advisory Agreement, you acknowledge receipt of the Privacy Policy, which we can amend from time to time by posting new versions on the Grifin Platform.

For the Grifin Platform to work, we must share information between our companies, the Broker, Plaid and other third party providers as necessary for the functioning of the Grifin Platform. We do not share your personal information with other outside sources.

Except as required by law or requested by regulatory authorities, we agree to maintain in strict confidence all of your nonpublic personal and financial information that you furnish to us, except for information that you explicitly agree to share publicly. You agree that you shall not use confidential information you receive from us for developing a service that competes with the Grifin Platform.

You consent to us recording and/or monitoring your telephone calls and electronic communications with our representatives and associated persons without further notice. You expressly authorize our representatives or associated persons to contact you for purposes of evaluating the offering of the advisory services, the Program, and other products and services by calling, writing, or emailing at the telephone number(s), mailing address, and/or email address(es) you provide, including any additional or updated telephone numbers, mailing addresses, or email addresses.

The authorization in the preceding sentence will remain in effect unless and until you specifically revoke it by notifying us.

1. Headings

Headings in this Advisory Agreement are descriptive and for convenience only and shall not be construed as altering the scope of the rights and obligations created by this Advisory Agreement.

1. Waiver

Failure of either party at any time to declare breach and termination of the Advisory Agreement due to any violation or violations by the other party of the provisions hereof will not be deemed a waiver on the part of such party. Any subsequent violations by the other party following a demand for strict compliance shall not be deemed a waiver, expressed or implied, and notice of breach thereafter, need not be served on the other party.

1. Severability

If any provision of any of this Advisory Agreement or other agreement related to the Program and your Grifin Account is held unenforceable or invalid under any law, rule, or administrative or judicial order or decision, that holding shall not alter the enforceability or validity of this Advisory Agreement’s remaining provisions.

Electronic Signature

v.08

10/27/2025