The following agreements, collectively referred to as the “WHALE CUSTOMER AGREEMENT”, govern the relationship between Whale and {companyName}: WHALE INVESTABLE ACCOUNT AGREEMENT, SECURITIES ACCOUNT AND DEPOSIT ACCOUNT CONTROL AGREEMENT, AND TRANSFER OF SECURITY DEPOSIT TO INVESTABLE ACCOUNT ADDENDUM. These agreements, taken together, set forth the terms, conditions, rights, and obligations of the parties with respect to the use of Build Whale, Inc.’s platform and services.

WHALE INVESTABLE ACCOUNT AGREEMENT

This WHALE INVESTABLE ACCOUNT AGREEMENT (the “Agreement”) is effective as of {todaysDate} (the “Effective Date”) by and between {companyName} (the “Landlord”) of the properties listed and described in Exhibit A attached hereto and incorporated herein (the “Project”) and Build Whale, Inc., a Delaware limited liability company (the “Independent Service Provider”).

WHEREAS, Landlord is the landlord of certain tenants (“Tenants”) at the Property that have executed that certain lease agreement by and between Landlord and Tenants, a copy of which is attached hereto and incorporated herein as Exhibit B;

WHEREAS, Tenants shall execute that certain investment advisory agreement by and between Build Whale, Inc. and Tenants;

WHEREAS, Tenants shall execute that certain security account and deposit control agreement (“Deposit Control Agreement”) by and between Tenants, Landlord, Build Whale, Inc., and Alpaca Securities LLC (“Broker”) that is substantially similar to the attached in Exhibit C, and transfer that certain investable deposit in connection with the lease agreement to Broker under that certain carrying agreement by and between Tenants and Broker;

WHEREAS, Tenants shall complete a transfer initiation form (“TIF”) to Broker;

NOW, THEREFORE, the Landlord desires to engage the Independent Service Provider to manage and remit any applicable funds in the Investable Account (as defined below) with respect to damages inflicted upon the Project by Tenants, and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Commencement and Termination Dates.

1.1. Commencement and Termination. The Independent Service Provider’s duties and responsibilities under this Agreement shall begin on the Effective Date.

1.2 Termination. This Agreement shall terminate pursuant to the termination provision as provided in Section 10.  Notwithstanding the aforementioned, the Landlord and the Independent Service Provider may elect to extend this Agreement beyond the term set forth above by mutual written agreement.

2. Independent Service Provider’s Responsibilities.

2.1 Status of the Independent Service Provider. The Landlord and the Independent Service Provider do not intend to form a principal-agent, joint venture, partnership, or similar relationship. Instead, the parties intend that the Independent Service Provider shall act solely in the capacity of an independent contractor in relation to the Landlord. Nothing in this Agreement shall cause the Independent Service Provider and the Landlord to be a principal-agent, joint venturers or partners of each other, and neither shall have the power to bind, obligate, control or direct the other party, except as expressly provided in this Agreement. The parties shall operate independently of each other, and make decisions without one party exercising any control or authority over the other.  Nothing in this Agreement shall imply any fiduciary duties between the parties.  This Agreement shall not deprive or otherwise affect the right of the parties to this Agreement to own, invest in, manage or operate, or to conduct business activities that compete with the business of the Project.

2.2 Services to be Provided.

2.2.1 Pursuant to that certain investment advisory agreement (“Advisory Agreement”) by and between Build Whale, Inc. and Tenants (“Advisory Clients”), the Independent Service Provider shall open, a separate account(s) at Broker for the purpose of segregating such investment advisory assets pertaining to the Lease Agreement (“Investable Account”). The Independent Service Provider shall maintain, and have certain access and/or authority with respect to, such account in accordance with applicable law and/or the Advisory Agreement. The Independent Service Provider shall require the Broker or to hold the Investable Account for the benefit of such Advisory Client. Upon written request by the Landlord under this Agreement and the Deposit Control Agreement, the Independent Service Provider shall remit any applicable funds to the Landlord from the Investable Account in the ordinary course of business in accordance with the terms of the Lease Agreement and this Agreement.

2.2.2 Access to Account. The Independent Service Provider shall have access to all funds in the accounts described in Sections 2.2 as authorized by the Advisory Agreement,  without the approval of the Landlord.  The Landlord may not withdraw funds from such accounts without the Independent Service Provider’s prior written consent, except following the Independent Service Provider’s default after expiration of any applicable notice and cure periods or the termination of this Agreement.

2.2.3 Employees/Independent Contractors of Independent Service Provider. The Independent Service Provider may employ employees and/or independent contractors to enable the Independent Service Provider to provide the services under this Agreement. All matters pertaining to the supervision of such employees and independent contractors shall be the responsibility of the Independent Service Provider.  

2.4 Compliance with Laws and Other Matters.

2.4.1. The Independent Service Provider shall comply with all applicable local, state and federal laws (collectively “Laws”). The Independent Service Provider may implement such procedures with respect to the Investable Account as the Independent Service Provider may deem advisable for the efficient and economic management and operation thereof.  

2.5 Leases.

2.5.1 The Landlord hereby approves the all Lease Agreements.

2.6 Miscellaneous Duties. The Independent Service Provider shall (a) maintain at the Independent Service Provider’s office address as set forth in Section 12, and readily accessible to the Landlord, orderly files containing documents and papers pertaining to the Investable Account applicable to the Landlord; and (b) provide information about the Investable Account necessary for the preparation and filing by the Landlord of its income or other tax returns required by any governmental authority, including annual statements. All such records will be made available to the Landlord upon request.

3. Insurance.

3.1 Insurance.

3.1.1. The Independent Service Provider, will maintain professional liability, errors and omissions insurance, director and officers insurance and employment practices insurance with at least $1,000,000 of coverage per incident and $1,00,000 in aggregate.

3.2 Waiver of Subrogation. To the extent available at commercially reasonable rates, all property damage insurance policies required hereunder shall contain language whereby the insurance carrier thereunder waives any right of subrogation it may have with respect to the Landlord or the Independent Service Provider.

4. Record Keeping.

4.1 Books of Accounts. The Independent Service Provider shall maintain adequate and separate books and records for the Investable Account with the entries supported by sufficient documentation to ascertain their accuracy with respect to the Investable Account.  The Independent Service Provider shall maintain such books and records at the Independent Service Provider’s office as set forth in Section 12.  The Independent Service Provider shall bear the losses arising from the fraud or gross negligence of the Independent Service Provider or any of its employees or agents, including, without limitation, the following: (a) theft of assets by the Independent Service Provider’s employees, principals, or officers or those individuals associated or affiliated with the Independent Service Provider or (b) overpayment or duplicate payment of Investable Account to the Advisory Client arising from either fraud or gross negligence, unless such Investable Account is subsequently received by the Landlord within 30 days of such overpayment or duplicate payment.

4.2. Tax Information. The Independent Service Provider shall provide the Landlord with sufficient information so that the Landlord can prepare its income tax returns on the cash method of accounting or, if requested, with appropriate adjustment to convert the information to an accrual basis.

5. Audits. The Landlord and its representatives, including the lender under the Loan Documents, may examine all books, records and files maintained that are related to the Investable Account by the Independent Service Provider.  Any such party may request in writing to perform any audit or investigations relating to such books, records, and files, subject to the Independent Service Provider’s written consent.  Should the Landlord discover defects in internal controls or errors in record keeping, the Independent Service Provider shall undertake all appropriate diligence to correct such discrepancies either upon discovery or within a reasonable period of time.  The Independent Service Provider shall inform the Landlord in writing of the action taken to correct any audit discrepancies.  Any audit or investigation performed by the Landlord will be conducted at the Landlord’s sole expense.

6. Independent Service Provider’s Costs Not To Be Reimbursed.

6.1 Non-Reimbursable Costs. Costs attributable to losses arising from the gross negligence or fraud on the part of the Independent Service Provider, the Independent Service Provider’s agents or employees shall be at the sole cost and expense of the Independent Service Provider and shall not be reimbursed by the Landlord.

6.2 Litigation. The Independent Service Provider will be responsible for and hold the Landlord harmless from, all fees, costs, expenses, and damages relating to criminal activity involving employees, disputes with employees for worker’s compensation (to the extent not covered by insurance), discrimination or wrongful termination, including legal fees and other expenses, where it is determined by final judicial determination that such loss, cost or expense was the fault of the Independent Service Provider.
7. Compensation. The Independent Service Provider and its Affiliates will receive the compensation set forth on Schedule 1.

8. Termination.

8.1. Either party shall have the right to terminate this Agreement upon thirty (30) days prior written notice indicating its termination of the Agreement.

8.2 Final Accounting. Within 45 days after termination of this Agreement, the Independent Service Provider shall deliver to the Landlord the following: (a) a final accounting, setting forth the applicable Investable Account to the Landlord as of the date of termination, and (b) transfer to any account indicated by the Landlord with respect to any applicable Investable Account held by the Independent Service Provider.

9. Notices. All notices, demands, consents, approvals, reports and other communications to the Landlord as provided for in this Agreement shall be in writing and shall be given to the Landlord as set forth below, or at such other address as they may specify hereafter in writing.  All notices, demands, consents, approvals, reports, and other communications to the Independent Service Provider provided for in this Agreement shall be in writing and shall be given to the Independent Service Provider at the address set forth below or at such other address as it may specify hereafter in writing:

To the Independent Service Provider at: Build Whale, Inc. 332 S Michigan Ave - Suite #121-2234 - Chicago, IL 60604

To the Landlord: {companyName} {companyAddress}

10. Miscellaneous.  The Independent Service Provider will comply with the Data Protection, Security, and Privacy requirements set forth in Exhibit D.

11. Miscellaneous.

11.1 Assignment. The Independent Service Provider may not assign this Agreement without the prior written consent of the Landlord, which consent may be withheld in the Landlord’s sole and absolute discretion, except with respect to an assignment to an affiliate, including, but not limited to a wholly-owned subsidiary, which shall be permissible under this Agreement.

11.2 Amendments. Each amendment, addition or deletion to this Agreement shall not be effective unless approved by the parties in writing, except as otherwise provided herein.

11.3 Attorneys’ Fees. In any action or proceeding between the Independent Service Provider and the Landlord arising from or relating to this Agreement or the enforcement or interpretation hereof, the party prevailing in such action or proceeding shall be entitled to recover from the other party all of its reasonable attorneys’ fees and other costs and expenses of the action or proceeding.

11.4 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Delaware without regard to any choice of law rules.  Any action relating to or arising out of this Agreement shall be brought only in a court of competent jurisdiction located in Delaware.

11.5 Headings. All headings are only for convenience and ease of reference and are irrelevant to the construction or interpretation of any provision of this Agreement.

11.6 Representations. The Independent Service Provider represents and warrants that it is or shall become fully qualified and licensed, to the extent required by applicable Law, to manage perform all obligations assumed by the Independent Service Provider hereunder.  The Independent Service Provider shall use reasonable efforts to comply with all such laws now or hereafter in effect.  If at any time it is determined that the Independent Service Provider does not have all applicable licenses or qualifications, the Independent Service Provider shall be given a reasonable opportunity to cure such deficiency by obtaining any required licenses or permits.

11.7 Indemnification by Independent Service Provider. The Independent Service Provider shall indemnify, defend and hold the Landlord and its shareholders, officers, directors, members, partners and employees harmless from any and all claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs and expenses, including reasonable attorneys’ fees and court costs, sustained or incurred by or asserted against the Landlord where it is determined by final judicial determination that such loss, cost or expense was the result of the acts of the Independent Service Provider which arise out of the gross negligence, willful misconduct or fraud of the Independent Service Provider, its agents or employees or the Independent Service Provider’s material breach of this Agreement. If any person or entity makes a claim or institutes a suit against the Landlord on a matter for which the Landlord claims the benefit of the foregoing indemnification, then (a) the Landlord shall give the Independent Service Provider prompt notice thereof in writing; (b) the Independent Service Provider may defend such claim or action by counsel of its own choosing provided such counsel is reasonably satisfactory to the Landlord; and (c) neither the Landlord nor the Independent Service Provider shall settle any claim without the other’s written consent.

11.8 Indemnification by the Landlord. The Landlord shall indemnify, defend and hold the Independent Service Provider and its shareholders, members, partners, officers, directors, managers and employees harmless from any and all claims, demands, causes of action, losses, damages, fines, penalties, liabilities, costs and expenses, including reasonable attorneys’ fees and court costs, sustained or incurred by or asserted against the Independent Service Provider by reason of the Independent Service Provider’s obligations under this Agreement, except those which arise from the Independent Service Provider’s gross negligence, willful misconduct or fraud. If any person or entity makes a claim or institutes a suit against the Independent Service Provider on matters for which the Independent Service Provider claims the benefit of the foregoing indemnification, then (a) the Independent Service Provider shall give the Landlord prompt notice thereof in writing; (b) the Landlord may defend such claim or action by counsel of its own choosing provided such counsel is reasonably satisfactory to the Independent Service Provider; (c) neither the Independent Service Provider nor the Landlord shall settle any claim without the other’s written consent; and (d) this subsection shall not be so construed as to release the Landlord or the Independent Service Provider from any liability to the other for a breach of any of the covenants agreed to be performed under the terms of this Agreement.

11.9 Complete Agreement. This Agreement shall supersede and take the place of any and all previous agreements entered into between the parties with respect to the the Investable Account.

11.10 Severability. If any provisions of this Agreement or application to any party or circumstances shall be determined by any court of competent jurisdiction to be invalid and unenforceable to any extent, the remainder of this Agreement, where the application of such provisions or circumstances other than those as to which it is determined to be invalid or unenforceable shall not be affected thereby, and each provision hereof shall be valid and shall be enforced to the fullest extent permitted by law.

11.11 No Waiver. The failure by any party to insist upon the strict performance of, or to seek remedy of, any one of the terms or conditions of this Agreement or to exercise any right, remedy, or election set forth herein or permitted by law shall not constitute or be construed as a waiver or relinquishment for the future of such term, condition, right, remedy or election, but such item shall continue and remain in full force and effect. All rights or remedies of the parties specified in this Agreement and all other rights or remedies that they may have at law, in equity or otherwise shall be distinct, separate and cumulative rights or remedies, and no one of them, whether exercised or not, shall be deemed to be in exclusion of any other right or remedy of the parties.

11.12 Binding Effect. This Agreement shall be binding and inure to the benefit of the parties and their respective successors and assigns.

11.13 Counterparts. This Agreement may be executed in several counterparts, which when executed shall constitute one Agreement, binding on all of the parties hereto, notwithstanding that all of the parties are not signatory to the original or the same counterpart.

11.14 Waiver of Right to Jury Trial.  THE LANDLORD AND THE Independent Service Provider EACH KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE TO THE EXTENT PERMITTED BY LAW, TRIAL BY JURY IN ANY ACTIONS BROUGHT BY OR AGAINST THE LANDLORD OR THE Independent Service Provider IN CONNECTION WITH THIS AGREEMENT.
 

IN WITNESS WHEREOF the parties hereby execute this Agreement to be effective as of the date set forth above.

Independent Service Provider:

Build Whale, Inc.

By: 
Name: Arthur J. Petraglia
Title: Founder & CEO

LANDLORD:

{companyName}

By: Signed electronically on {todaysDate} {time} by {firstName} {lastName}

Name: {firstName} {lastName}

Title: {title}

SCHEDULE 1
FEES TO Independent Service Provider & AFFILIATES

The Independent Service Provider and its Affiliates will receive the following compensation:

[N/A - DESCRIPTION]

EXHIBIT A
LEGAL DESCRIPTION

Property Owner(s) and/or Property Manager(s), the "Landlord", will provide a list of properties to Build Whale, Inc., "Independent Service Provider" in writing or by providing access to their Property Management System. Properties can be added or removed any time in writing.

EXHIBIT B
LEASE AGREEMENT

EXHIBIT C
SECURITY ACCOUNT AND DEPOSIT CONTROL AGREEMENT

 

EXHIBIT D
DATA PROTECTION, SECURITY, AND PRIVACY REQUIREMENTS

Definitions.
1.1 "Customer Data" means any and all type of information, facts, figures, statistics, details, information, insights, automations, metadata, and any other data of any kind regarding or pertaining to {companyName} (“Customer”), the Customer-owned properties wherein the residential units covered by this Agreement are contained ("Properties"), or the residents of the Properties ("Tenants"), including, without limitation: (i) data that is transmitted, stored, retrieved, or processed by Customer, a Tenant, or Independent Service Provider in, to, or through the Services (as defined below); (ii) data provided to Independent Service Provider by Customer at its direction in connection with this Agreement, (ii) data made available to, or otherwise obtained by, Independent Service Provider through the Services; and (iii) data made available to, or otherwise obtained by, Independent Service Provider in the course of providing the Services.

1.2 "Documentation" means any user guide, help information, and other documentation and information regarding the Services that is delivered by Independent Service Provider to Customer in electronic or other form, including any updates, modifications, or upgrades provided by Independent Service Provider from time to time; provided, however, if any updates, modifications, or upgrades require Customer to follow updated instructions, Customer shall have 45 days from receipt of any new Documentation from Independent Service Provider to begin compliance.

1.3 "Tenant Data" means any or all information in any way regarding or pertaining to any Tenant, including any such information (i) provided to Independent Service Provider by Customer or at its direction in connection with this Agreement or the Property at which the Tenant resides, (ii) provided to Independent Service Provider by any Tenant or at its direction in connection with this Agreement or the Property at which the Tenant resides, or (iii) made available to, or otherwise obtained by, Independent Service Provider during the course of Independent Service Provider's performance under this Agreement.  Tenant Data includes any information that (a) identifies or can be used to identify or locate an individual (including, without limitation, names, signatures, addresses, telephone numbers, e-mail addresses and other unique identifiers), (b) can be used to authenticate an individual (including, without limitation, employee identification numbers, government-issued identification numbers, passwords or PINs, financial account numbers, credit report information, answers to security questions and other personal identifiers), (c) can be used to access or control any assets, accounts, credit, funds, payments or other transfers of value by or on behalf of any individual, or (d) records any action or election of any individual and is collected by, or transmitted to, Independent Service Provider through the Services.  

1.4 "Services" means collectively, Independent Service Provider’s proprietary, Software-as-a-Service ("SaaS") solution for multi-source data analysis and management of business information, Documentation, and all software applications, databases, modules, source code, development tools, libraries, and utilities that UDP uses, creates, and/or maintains in order to provide the Services set forth in the Order Form to Customer.  The Services includes any change, improvement, extension, or other new version thereof that is developed or otherwise made available to Customer.

1.5 "Services Data" means Tenant Data and Customer Data, collectively.

1.6 "Data Subject" means an identified or identifiable natural person.

1.7 "Processing" (including "Processed" and similar terms) means any operation or set of operations which is performed on Services Data or on sets of Services Data, whether or not by automated means, such as collection, recording, organization, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, or otherwise making available, alignment or combination, restriction, erasure, or destruction.

1.8 "Authorized Employees" means Independent Service Provider's employees who have a need to know or otherwise access Services Data to enable Independent Service Provider to perform its obligations under the Agreement. 

1.9 "Security Breach" means an actual or attempted act, omission, or event that compromises the security, confidentiality, availability, or integrity of Confidential Information and/or Services Data or the physical, technical, administrative, or organizational safeguards put in place by Independent Service Provider or its Non-Employees that relate to the protection of the security, confidentiality, or integrity of Confidential Information and/or Services Data.  Security Breach includes, without limitation, any physical trespass on a secure facility or computing systems, intrusion/hacking, or theft of any information storage device or printed materials, exploitation of a vulnerability in Independent Service Provider's computing systems, unauthorized access to or use of any Services Data, accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Services Data transmitted, stored, or otherwise processed.

1.10 "Supervisory Authority" means a public authority which regulates Applicable Laws (as defined below) in any jurisdiction in which the Independent Service Provider provides goods or services.

Data Collection; Usage, Data Security.
2.1 Data Ownership.  Customer owns all right, title, and interest in and to the Services Data, including all intellectual property rights therein, and Independent Service Provider hereby disclaims any interest the Services Data.  If Independent Service Provider is deemed to have any ownership interest in any Services Data, including any derivative works thereof, then Independent Service Provider shall assign, and hereby does assign, irrevocably and on a royalty-free basis, all such ownership interest or other rights exclusively to Customer.

2.2 Data Usage.  Customer hereby grants to Independent Service Provider during the Term of this Agreement the right to use Services Data in order to perform the Services and for no other purpose whatsoever.  Independent Service Provider's right to use such information terminates concurrent with Independent Service Provider's right to provide Services.  Independent Service Provider shall hold, and cause all Non-Employees to hold, Services Data, including, without limitation, all Services Data, and any information derived from such data or the Services, in strictest confidence, and Independent Service Provider may disclose such data only to Authorized Employees solely for purposes of performing the Services contemplated under this Agreement (“Confidential Information”).  Independent Service Provider may not transfer Services Data to any location outside the U.S. unless agreed to in writing by Customer.  Only duly Authorized Employees or non-employees, including contractors or sub-contractors, are permitted to access Services Data, and only to fulfill the obligations of this Agreement.  Independent Service Provider shall not distribute, repurpose, sell, or share Services Data (i) across other applications, environments, or business units of Independent Service Provider, or (ii) to third parties.  

2.3 Restrictions.  Customer will not (and will not to allow any third party to): (i) access the Services for any benchmarking, penetration testing, or competitive purposes without Independent Service Provider’s express written consent; (ii) encumber, rent, market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit or make the Services available to any third party, except to a third party that manages Customer's computing environment or asset portfolio; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Services, or any of their components; (iv) use or allow the transmission, transfer, export, re-export, or other transfer of any product, technology, or information Customer obtains or learns of pursuant to this Agreement (or any direct product thereof) in violation of any export control or other laws and regulations of the United States or any other relevant jurisdiction; or (v) use the Services other than in accordance with this Agreement and in compliance with all applicable current or future local, state, and federal laws, rules, regulations, orders, writs, ordinances, requirements, restrictions, and codes, and future modifications thereto, including all applicable federal, state, local privacy and data protection laws and export laws (collectively, "Applicable Laws").

2.3 Data Security.  Independent Service Provider shall, taking into account those matters which are required to be considered under Applicable Laws, take, implement, and maintain security measures ("Data Security Standards"), which shall include industry-standard administrative, technical, and physical safeguards, to protect Confidential Information and Services Data from any Security Breach and to prevent any unauthorized control or monitoring of the Services by any person or entity other than Customer.  Such Data Security Standards shall also include administrative permissions, access controls, server security, encryption, and other means, where appropriate.  At a minimum, such Data Security Standards shall include: (i) limiting access to Confidential Information and Services Data to Authorized Employees, (ii) securing business facilities, data centers, paper files, servers, back-up systems, and computing equipment, including, but not limited to, all mobile devices and other equipment with information storage capability, (iii) implementing network, device application, database, and platform security, (iv) securing information transmission, storage, and disposal, (v) implementing authentication and access controls within media, applications, operating systems, and equipment, (vi) encrypting Services Data stored on any mobile media, (vii) encrypting Services Data in transit, (viii) strictly segregating Services Data from Independent Service Provider's information or information of Independent Service Provider's other customers so that Services Data is not commingled with any other types of information; (ix) implementing appropriate personnel security and integrity procedures and practices, including, but not limited to, conducting background checks consistent with Applicable Laws, and (x) providing appropriate privacy and information security training to Independent Service Provider's employees.  In addition, Independent Service Provider shall diligently work toward obtaining SOC 2 Type I and SOC 2 Type II data privacy certifications as soon a reasonably practicable following the effective date of the Agreement, and Independent Service Provider shall provide notice to Customer upon receipt of either such certification.  Should Independent Service Provider fail to obtain, or otherwise stop pursuing, either its SOC 2 Type I certification or SOC 2 Type II certification, Independent Service Provider shall promptly notify Customer of same.  At any time, upon 30 days' prior notice but not more than once per any 12-month period, Customer shall have the right (at its sole cost) to conduct, and Independent Service Provider shall facilitate, an audit with respect to Independent Service Provider's encryption, collection, transmittal, and storage of information obtained by Independent Service Provider through the Services or otherwise in connection with this Agreement.  Independent Service Provider agrees that Customer shall have the right to periodically evaluate, validate and monitor, through its security questionnaire process and requests for additional information ("Periodic Security Evaluations"), that the Services, system configurations, and processes, including that of Independent Service Provider's Non-Employees, are in compliance with this Agreement.

2.4 Data Storage.  The Independent Service Provider data center and disaster recovery site that contain Confidential Information must be located in the continental United States.  Independent Service Provider shall ensure that any facilities in which Confidential Information is processed, including Independent Service Provider's data center and disaster recovery site, shall remain compliant with SOC 2 Type II subject to Section 2.3 above, or with a similar successor standard that may be in effect from time to time, for the Term and will provide Customer, upon request, with a copy of its SOC 2 Type II attestation and a bridge letter that covers the period after the date of the applicable SOC 2 Type II report date.

2.5 Usage of Services Data in Compliance with Applicable Laws.  Independent Service Provider covenants, represents, and warrants that its collection, access, use, storage, disposal, and disclosure of Services Data and that of its Non-Employees, will comply with Applicable Laws and regulations pertaining to privacy and data security, and the collection, Processing, disclosure, and storage of such Services Data.

2.6 Data Security Breach.  In the event of a Security Breach, Independent Service Provider shall notify Customer of the Security Breach as soon reasonably practical (and, in no event later than 24 hours thereafter) and use its best efforts to resolve the Security Breach and remediate the effects of the breach or potential breach to the reasonable satisfaction of Customer and in conformity with all Applicable Laws.  Further, Independent Service Provider shall reimburse Customer for the actual reasonable costs incurred by Customer in providing notice to any individuals affected by any Security Breach.  Notwithstanding anything to the contrary herein, Independent Service Provider shall have committed an event of default for which Customer may exercise all rights and remedies available hereunder, at law or in equity, without further notice or opportunity to cure, upon any default of its obligations under this Section 2.6.  Customer agrees to notify Independent Service Provider immediately of any unauthorized use of the Services and/or any unauthorized use or disclosure of any Services Data.

2.7 PCI DSS Compliance.  To the extent Independent Service Provider or its Non-Employees collect or handle information printed on the front or back of a debit, credit, or other payment card ("Cardholder Data") in connection with its Services, Independent Service Provider and its Non-Employees shall comply with Payment Card Industry Data Security Standard ("PCI DSS") requirements for Cardholder Data, as prescribed by the PCI Security Standards Council from time to time. 

2.8 Secure Coding Practices.  All software, websites, mobile applications, or other technologies developed by Independent Service Provider and used by Independent Service Provider (including the Services under the Agreement) as part of the Agreement or Services or to help perform or provide the Services shall work as intended and be free of security vulnerabilities, malicious code, ad-supported software, Trojan Horses, root kits, worms, key-loggers, backdoors, viruses, corrupted files, and any similar code, file, or vulnerability that may damage the operation of or compromise the integrity and security of another computer, system (including the Properties' property management systems), or service or that may compromise the privacy or data security of individuals or end-users to whom the Customer owes legal duties.  Additionally, Independent Service Provider represents and warrants that any website, web application, mobile application, IoT service, or similar technology that it creates as part of the Services or to help perform or provide the Services shall meet the requirements set forth in Level 2 of the most recent Application Security Verification Standard published by the Open Web Application Security Project to the extent that the requirements are applicable to providing the Services without creating material adverse security risks.

2.9 Return/Destruction of Services Data.  Upon expiration or earlier termination of this Agreement for any reason, Independent Service Provider, with respect to Services Data received from Customer, or created, maintained, or received by Independent Service Provider on behalf of Customer, shall return and destroy remaining Services Data maintained in any form as follows.  Within 30 days of such expiration or earlier termination of this Agreement, Independent Service Provider shall: (a) deliver to Customer a flat file, in a format reasonably acceptable to Customer, with all Services Data; and (b) ensure that all encryption keys for and copies of Services Data maintained in any form in Independent Service Provider's possession (and that of its employees, agents, and Non-Employees) is permanently destroyed.

3. Data Privacy.
3.1 In relation to any Tenant Data or any Confidential Information of Customer's and its employees, contractors, agents, invitees, or Tenants Processed hereunder, Independent Service Provider shall act only on the instructions of Customer in Processing any such data and information. 

3.2 Independent Service Provider shall not use Services Data in connection with unsolicited or solicited direct marketing or offers.

3.3 Independent Service Provider shall ensure that it has appropriate consents and/or notices in place to enable Customer to receive the products and Services under this Agreement.  This includes but is not limited to when Services Data is being transferred outside of the jurisdiction in which it is collected.

3.4 Independent Service Provider shall take reasonable steps to verify the reliability of any persons authorized by Independent Service Provider to Process any Services Data, and it shall ensure that all such persons are subject to binding agreements with Independent Service Provider which contain substantially similar data protection provisions as those set forth herein.

3.5 Independent Service Provider shall provide reasonable support to Customer in complying with any legally mandated request for access to or correction or deletion of any Services Data by any Services Data Subject or access or demand made by any court or Supervisory Authority, and where such request or demand is submitted to Independent Service Provider, promptly notify Customer of it; and take any actions reasonably requested by Customer so that any such request is redirected directly to Customer.  Independent Service Provider shall not, without the prior written consent of Customer, respond to such request or demand, including a request or demand by a Supervisory Authority, unless Independent Service Provider is required to do so under Applicable Laws.

3.6 Independent Service Provider shall provide reasonable assistance to Customer to assist Customer's obligation to respond to requests by any Data Subject exercising rights under Applicable Laws. 

3.7 Independent Service Provider shall provide reasonable assistance to Customer in connection with Customer's compliance with any other Customer obligations under Applicable Laws in connection with this Agreement, including the circulation by Customer of data protection notices to Data Subjects, and Customer's privacy policy as updated from time to time.

3.8 Independent Service Provider shall make available to Customer all information necessary to demonstrate compliance with these data protection obligations.

4. California Consumer Privacy.
4.1 Definitions.  Except as otherwise defined in this Agreement, all capitalized terms in this Section 4 will have the meanings given to them under the California Consumer Privacy Act of 2018 and regulations promulgated thereunder (as amended, supplemented, or replaced, the "CCPA").

4.2 Information.  Customer and its representatives may disclose limited Personal Information to Independent Service Provider, from time to time ("Customer-supplied Information").  Independent Service Provider may also have or obtain Personal Information, other than Customer-supplied Information ("Other Information").  All Customer-supplied Information is disclosed solely for purposes of maintaining or servicing accounts, providing customer service, maintaining quality and safety of services, processing or fulfilling orders, and protecting against malicious, deceptive, fraudulent, or illegal activity, as specified in this Agreement, and Independent Service Provider shall not retain, use, or disclose Customer-supplied Information for any other purpose.  Independent Service Provider shall not Sell Customer-supplied Information or use Customer-supplied Information for any Commercial Purpose.  Independent Service Provider certifies that it understands the restrictions in this Section 4 and will comply with them.

4.3 Compliance.  Independent Service Provider shall: (i) fully comply with the CCPA with respect to Customer-supplied Information and Other Information; (ii) implement and maintain reasonable security procedures and practices to protect Customer-supplied Information and Other Information; (iii) promptly and timely comply with Customer requests with respect to Customer-supplied Information (e.g., disclosure, deletion, opt-out) that are communicated to Independent Service Provider by Customer; and (iv) indemnify, defend, and hold harmless Customer, its management companies, and their respective shareholders, members, partners, managers, affiliates, directors, employees, and agents against any civil or enforcement action arising, or alleged to arise from, Independent Service Provider's failure to comply with the requirements of this Section 4.

5. Equitable Relief.  Independent Service Provider acknowledges that any breach of its covenants or obligations set forth in this Exhibit D may cause Customer irreparable harm for which monetary damages would not be adequate compensation and agrees that, in the event of such breach or threatened breach, Customer is entitled to seek equitable relief, including a restraining order, injunctive relief, specific performance, and any other relief that may be available from any court, in addition to any other remedy to which Customer may be entitled at law or in equity.  Such remedies shall not be deemed to be exclusive but shall be in addition to all other remedies available at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.

SECURITIES ACCOUNT AND DEPOSIT ACCOUNT CONTROL AGREEMENT

This Securities Account and Deposit Account Control Agreement (as amended, supplemented or otherwise modified from time to time, this "Agreement"), dated as of {todaysDate}, is entered into by and among {companyName} (the "Secured Party"), {renterName} (the "Pledgor"), Build Whale, Inc. ("Adviser") and Alpaca Securities LLC ("Broker").

WHEREAS, the Pledgor has entered into an Alpaca Customer Agreement (the "Brokerage Agreement") with the Broker pursuant to which the Broker has agreed to act as a securities intermediary for Pledgor and, in that capacity, maintain a Securities Account (as defined below) for the Pledgor described on Schedule A hereto (together with any substitute, replacement or renumbering of such account, the "Brokerage Account") to which certain Financial Assets (as defined below) may be credited from time to time;

WHEREAS, the Pledgor has granted to the Secured Party a security interest in and lien upon the Brokerage Account, the Financial Assets contained therein, and any and all Proceeds (as defined below) of any thereof, whether now or hereafter existing or arising (collectively, the "Collateral") to secure all obligations of the Pledgor under the Lease Agreement (the "Lease Agreement"); and

WHEREAS, the Secured Party and the Pledgor have requested that the Broker enter into this Agreement with them to perfect the security interest of the Secured Party in the Collateral, and Broker is willing to do so upon the terms contained in this Agreement;

NOW, THEREFORE, for good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the parties to this Agreement hereby agree as follows:

1. Definitions
The following terms shall have the meanings indicated below:

"Business Day" means any day other than a Saturday, Sunday or day on which banks are authorized or required by law to close.

"Code" means the Uniform Commercial Code of the State of Delaware.

"Court Order" has the meaning set forth in Section 11.

"Effective Time" means, with respect to any Notice, a reasonable period of time not to exceed two Business Days after Delivery of a Notice to Broker.

"Entitlement Order" has the meaning given in Section 8-102(a)(8) of the Code.

"Fees" has the meaning set forth in Section 9.

"Financial Assets" has the meaning given in Article 8 of the Code.

"Instructions" means, with respect to the Brokerage Account and the Financial Assets, Entitlement Orders and other instructions given by or on behalf of Pledgor to Broker concerning the Brokerage Account in accordance with the Brokerage Agreement and Entitlement Orders and other instructions of Secured Party concerning the Brokerage Account given in the manner required by this Agreement.

"Item" has the meaning set forth in Section 8.

"Losses" has the meaning set forth in Section 13(a).

"Notice" means a Notice of Exclusive Control or a Notice of Termination, as applicable.

"Notice of Exclusive Control" means a notice, substantially in the form of Exhibit A hereto, stating that the Secured Party is exercising control over the Collateral.

"Notice of Termination" means a notice, substantially in the form of Exhibit B hereto, stating that the Secured Party's security in the Collateral has been released and that this Agreement is terminated.

"Proceeds" has the meaning given in Section 9-102(a)(64) of the Code.

"Securities Account" has the meaning given in Section 8-501(a) of the Code.

2. Broker Representations
(a) The Broker hereby represents and warrants to the Secured Party and the Pledgor that: (a) the Brokerage Account has been established in the name of the Pledgor as described on Schedule A, (b) Broker has not entered into any currently effective agreement with any person relating to the Brokerage Account and/or any Collateral under which Broker may be obligated to comply with instructions originated by a person other than the Pledgor or the Secured Party, (c) in the ordinary course of its business, Broker maintains Securities Accounts for others and is acting in that capacity in connection with the Brokerage Account and this Agreement; (d) Broker is a "broker" within the meaning of § 8-102(a)(3) of the Code; (e) the Brokerage Account is and will be maintained by the Broker as a Securities Account with respect to Financial Assets credited thereto; and (f) for purposes of Article 8 of the Code, the State of Delaware is Broker's securities intermediary jurisdiction.

3. Pledgor Representations
Pledgor represents and warrants to the Secured Party that it has granted a security interest in the Collateral to Secured Party and has not assigned or granted a security interest in the Collateral that is currently effective except to the Secured Party.

4. Secured Party Representations
The Secured Party represents to Broker that the Pledgor has granted a security interest in the Collateral in favor of the Secured Party to secure Pledgor's obligations to Secured Party under the Lease Agreement.

5. Confirmation of Other Matters
All parties acknowledge and agree that: (i) this Agreement is intended to constitute an authenticated record for purposes of § 9104 of the Code, (ii) Broker has not reviewed the Lease Agreement, and neither of them makes any representation or warranty as to the sufficiency or effectiveness of such agreements, and (iii) Broker may hold Financial Assets credited to the Brokerage Account in the name of Broker or its nominee and may utilize any subcustodian, securities depository or clearing corporation to the extent it deems appropriate, subject to the rules, terms and conditions of such subcustodian, securities depository or clearing corporation and provided that Broker identifies on its records as belonging to Pledgor and pledged to Secured Party a quantity of securities as part of a fungible bulk of securities held in Broker's account at such subcustodian, securities depository or clearing corporation and represented in accounts which include only assets held by Broker for its customers. Unless required by law, Broker will not agree with any third party that Broker will comply with instructions originated by such third party directing disposition of the Collateral without the prior written consent of the Secured Party and the Pledgor. The Secured Party acknowledges and agrees that Broker is not responsible for the validity, priority or enforceability of the Secured Party's security interest in the Collateral or any other assets of the Pledgor.

6. Control
Secured Party may exercise sole and exclusive control of the Collateral necessary to secure all obligations of the Pledgor under the Lease Agreement at any time by delivering to Broker a Notice of Exclusive Control. From and after the Effective Time of a Notice of Exclusive Control received by Broker, Broker shall, without inquiry and in reliance upon such Notice of Exclusive Control, comply with Instructions, including Entitlement Orders, solely from Secured Party with respect to the Collateral. Secured Party agrees that Secured Party will only issue a Notice of Exclusive Control if Secured Party has determined in good faith that an event of default or other similar event has occurred under the Lease Agreement which entitles Secured Party to exercise its rights as a secured party with respect to the Collateral. Broker shall not have any liability to Secured Party or Pledgor for complying with a Notice of Exclusive Control or Instructions (including Entitlement Orders) originated by Secured Party. Broker will be fully protected in complying with a Notice of Exclusive Control (and any instructions, including Entitlement Orders, originated by Secured Party) whether or not Pledgor may allege that no rights of Secured Party exist to provide such instructions or to issue the Notice of Exclusive Control. For avoidance of doubt, each Instruction or Notice of Exclusive Control shall apply to the Brokerage Account listed on Schedule A.

7. Subordination of Rights
Except as provided in this Agreement, Broker agrees it shall not setoff, charge, deduct or otherwise withdraw funds from the Brokerage Account. The parties agree that any security interest in or lien on, or right of set-off against any of the Collateral that Broker may have now or in the future is hereby waived other than with respect to (a) with respect to Broker, any advances that Broker may from time to time make to, or for the benefit of, Pledgor for purposes of clearing or settling purchases or sales of securities in the Brokerage Account and (b) any fees, charges, expenses and other amounts not described in clause (a) above owed to Broker and incurred in connection with the performance of its duties hereunder or pursuant to the Brokerage Agreement related to the maintenance and operation of the Brokerage Account, for which Broker shall have a prior claim to the Collateral having priority over the interest of Secured Party.

8. Fees
At any time, Broker is permitted to charge the Brokerage Account for all of its fees and expenses for the maintenance and administration of such account and the services provided hereunder (collectively, "Fees"). If the Financial Assets and cash credited to the Brokerage Account are insufficient to cover such Fees, the amount thereof or the shortfall, as applicable, will be paid by the Pledgor to Broker, as the case may be, upon demand therefor. After the delivery of a Notice of Exclusive Control, the Secured Party agrees to pay such Fees within 15 calendar days after demand, without setoff or counterclaim, to the extent such Fees are not timely paid in full by the Pledgor. Any failure of the Pledgor or the Secured Party to make such payment shall be deemed a breach of this Agreement.

9. Statements, Confirmations and Notices of Adverse Claims
The Pledgor agrees that Broker may furnish to the Secured Party copies of all statements and confirmations concerning the Brokerage Account to the Secured Party upon the written request and at the sole expense of the Secured Party. If Broker receives written notice of any lien, encumbrance or adverse claim against the Collateral, if not prohibited by law, then the part receiving such notice will use commercially reasonable efforts to promptly notify the Secured Party and the Pledgor thereof.

10. No Responsibility or Liability Except for Gross Negligence or Willful Misconduct
Broker shall not have any obligations hereunder including any claims, causes of action, liabilities, lawsuits, demands and damages of any kind or nature between the Pledgor and the Secured Party, which shall be entirely governed by that certain lease agreement entered by and between the Pledgor and the Secured Party, except for those expressly set forth herein. Without limiting the foregoing, Broker shall not (i) have any responsibility or liability to the Pledgor or the Secured Party for any Losses except to the extent determined by a court of competent jurisdiction in a final nonappealable judgment to have resulted from its own gross negligence or willful misconduct, (ii) be charged with knowledge of any provisions of the Lease Agreement or of any other agreements or arrangements entered into between Pledgor and Secured Party, (iii) have any responsibility or liability to the Pledgor or Secured Party with respect to the Collateral or the value or sufficiency of the Collateral, (iv) have any liability for any action or inaction of any subcustodian, securities depository or clearing corporation, (v) have any fiduciary duties under this Agreement to any other party. Broker shall be entitled to rely, and shall be fully protected in relying, upon any Instruction or Notice received by it that it reasonably believes to be from an authorized person and shall have no duty to investigate the genuineness, validity or appropriateness of any Instruction or Notice, and (vii) may, with respect to questions of law, obtain the advice of counsel and shall bear no liability with respect to anything done or omitted by it in good faith in conformity with such advice. The substantial compliance by Broker with its standard procedures for provision of the services required under this Agreement shall be deemed to constitute the exercise of ordinary care. In the event Broker acts with gross negligence or willful misconduct, the Pledgor and the Secured Party expressly agree that the its liability shall be limited to actual damages directly caused by such breach, and in no event shall Broker be liable for any incidental, indirect, special, punitive or consequential damages or attorneys' fees regardless of whether or not it knew of the likelihood or was made aware of the possibility of any such damages. [In addition, Broker shall not have any responsibility or liability to the Secured Party for complying with Instructions concerning the Collateral from the Pledgor which are received by it before the Effective Time of a Notice of Exclusive Control.] [To be updated to reflect operation of accounts] Broker shall not have any responsibility or liability to the Pledgor for complying with a Notice of Exclusive Control or complying with Instructions concerning the Brokerage Account or the Collateral originated by the Secured Party, and neither of them shall have any responsibility to investigate the appropriateness of any such Instructions, Notice of Exclusive Control or the existence or enforceability of the Pledgor's obligations to the Secured Party, even if Pledgor notifies them that the Secured Party is not legally entitled to originate any such Instruction or Notice of Exclusive Control, unless Broker has been served with an injunction, restraining order or other legal process issued by a court of competent jurisdiction (a "Court Order") enjoining it from complying and has had a reasonable opportunity to act on such Court Order. Broker shall not have any responsibility or liability to the Pledgor or Secured Party with respect to the Brokerage Account or the value of the Collateral, including damages arising from complying with a court order or injunction.

11. Legal Restrictions to Performance of Obligations
Whether prior or subsequent to the receipt by Broker of a Notice of Exclusive Control, in the event that Pledgor becomes subject to a voluntary or involuntary proceeding under the United States Bankruptcy Code, if Broker is otherwise served with a Court Order which it in good faith believes affects the Collateral, or Broker is of the opinion that acting upon the instructions of either the Pledgor or the Secured Party would result in the violation of any applicable law, rule or regulation, then it may cease acting upon the Instructions of both the Pledgor and the Secured Party otherwise required by the terms hereof or other Account Agreement (as defined below) or such Notice of Exclusive Control until such time as it receives a Court Order or other assurances satisfactory to it establishing that it may act on any such Instructions.

12. Indemnification
(a) The Pledgor hereby agrees to indemnify and hold harmless Broker, and each of their respective directors, officers, agents and employees against any and all losses, claims, causes of action, liabilities, lawsuits, demands and damages of any kind or nature, including without limitation, any and all court costs and reasonable attorney's fees and expenses (collectively, "Losses"), in any way related to or arising out of or in connection with this Agreement or any action taken or not taken by Broker pursuant hereto; provided that a party and its respective directors, officers, agents and employees shall not be entitled to indemnification hereunder to the extent of Losses that a court of competent jurisdiction has determined in a final nonappealable judgment resulted from for such party's own gross negligence or willful misconduct.

(b) To the extent that the Pledgor has failed to satisfy its obligations under subsection (a) above, the Secured Party hereby agrees to indemnify and hold harmless Broker and each of their respective directors, officers, agents and employees against any and all Losses, provided that in the case of Losses arising prior to the delivery of a Notice of Exclusive Control to Broker, the Secured Party's indemnity obligations to Broker hereunder shall be limited to only those Losses which arise from Instructions issued to Broker by the Secured Party and, provided, further, that Broker shall be entitled to indemnification to the extent that such Losses are determined by a court of competent jurisdiction by final and nonappealable judgment to have resulted from its own gross negligence or willful misconduct.

(c) The provisions of this Section 13 shall survive the termination of this Agreement.

13. Customer Agreement
In the event of a conflict between this Agreement, the Brokerage Account Agreement, or any other agreement between Broker, on the one hand, and the Pledgor, on the other hand, affecting the Brokerage Account (each an "Account Agreement"), the terms of this Agreement will prevail. However, this Agreement will not interfere, negatively affect or otherwise obstruct or prevent Broker from raising any claim or defense against the Pledgor available to it under any Account Agreement or create any third party beneficiary rights under any Account Agreement in favor of the Secured Party.

14. Termination
Unless earlier terminated pursuant to this Section, this Agreement shall continue in effect until the Secured Party has delivered a Notice of Termination to each of Broker and Pledgor. Upon receipt of such Notice of Termination, the obligations of Broker to the Secured Party with respect to the operation and maintenance of the Broker Account shall terminate, and the Secured Party shall have no further right to originate Instructions concerning the Custody Account.

15. Complete Agreement
This Agreement and the instructions and notices required or permitted to be executed and delivered hereunder set forth the entire agreement of the parties with respect to the subject matter hereof, and subject to Section 14 above supersede any prior agreement and contemporaneous oral agreements of the parties concerning its subject matter.

16. Amendments
No amendment, modification or termination of this Agreement (except as otherwise specified in Section 15 above), nor any assignment of any rights hereunder (except to the extent contemplated by Section 19 below), shall be binding on any party hereto unless it is in writing and is signed by each of the parties hereto, and any attempt to so amend, modify, terminate or assign except pursuant to such a writing shall be null and void. No waiver of any rights hereunder shall be binding on any party hereto unless such waiver is in writing and signed by the party against whom the enforcement is sought.

17. Severability
If any term or provision set forth in this Agreement shall be invalid or unenforceable, the remainder of this Agreement, other than the term or provision held invalid or unenforceable, shall be construed in all respects as if such invalid or unenforceable term or provision were omitted.

18. Successors
The terms of this Agreement shall be binding upon, and shall inure to the benefit of, the parties hereto and their respective corporate successors or assigns. This Agreement may be assigned by the Secured Party to any successor of the Secured Party under its Financing Agreements with the Pledgor, provided that written notice thereof is given by the Secured Party to Broker and the Pledgor in accordance with Section 19 of this Agreement.

19. Notices
All notices (except a Notice of Exclusive Control and Notice of Termination which shall be delivered to Broker by Build Whale, Inc. solely for administrative convenience at the addresses set out on Exhibit A and Exhibit B, respectively) shall be delivered to the parties as follows:

(a) if to Broker, to it at:

Alpaca Securities LLC
42881 Lake Babcock Dr, Suite 200, Babcock Ranch, FL 33982 USA
Attn: Broker Support
Tel: 9412314093
Email: brokersupport@alpaca.markets

(b) if to the Pledgor, to it at:

{renterName}
{renterAddress}
Tel: {renterPhone}
Email: {renterEmail}

(c) if to the Secured Party, to it at:

{companyName}
{companyAddress}
Attn: Finance / Accounting Department
Tel: {phone}
Email: {email}

Except as otherwise expressly provided herein, any notice, order, instruction, request, or other communication required or permitted to be given hereunder shall be in writing and deemed to have been properly given when delivered in person, or when sent by telecopy or other electronic means and electronic confirmation of error free receipt is received or upon receipt of notice sent by certified or registered United States mail, return receipt requested, postage prepaid, addressed, as set out in this Section 20. Any party may change its address for notices in the manner set forth above.

20. Counterparts
This Agreement may be executed in any number of counterparts, all of which shall constitute one and the same instrument, and any party hereto may execute this Agreement by signing and delivering one or more counterparts. Delivery by telecopy, electronic transmission or portable document format (.pdf) of an executed counterpart of a signature page to this Agreement shall be effective as delivery of an original executed counterpart hereof.

21. Governing Law and Waiver of Jury Trial
This Agreement shall be governed by, and construed in accordance with, federal law and, to the extent not preempted by federal law, the internal laws of the State of Delaware. To the extent permitted by applicable law, each party waives all rights to trial by jury in any action, claim or proceeding (including any counterclaim) of any type arising out of or directly or indirectly relating to this Agreement.

22. Force Majeure
Notwithstanding any other provision in this Agreement to the contrary, Broker shall not be liable for any failure to perform, or delay in performance hereunder, if (i) such failure, inability or delay is due to acts of god, terrorism, war, civil commotion, governmental action, fire, explosion, strikes, other industrial disturbances, equipment malfunction, action, nonaction, or delayed action on the part of the Pledgor, the Secured Party, or any other entity, or any other events or circumstances that are beyond the reasonable control of Broker, or (ii) such failure or delay resulted from Broker's reasonable belief that the action would violate any law, order, decree, guideline, rule or regulation of any governmental authority or court.

23. USA PATRIOT ACT NOTICE
Pledgor and Secured Party hereby acknowledge that Broker is subject to federal laws, including the Customer Identification Program (CIP) requirements under the USA PATRIOT Act and its implementing regulations, pursuant to which Broker must obtain, verify and record information that allow them to identify each of Pledgor and Secured Party. Accordingly, prior to opening an account, Broker may ask Pledgor and/or Secured Party to provide certain information including, but not limited to, Pledgor's and/or Secured Party's name, physical address, tax identification number and other information that will help Broker to identify and verify each of Pledgor's and Secured Party's identity such as organizational documents, certificate of good standing, license to do business or other pertinent identifying information.

Signatures
IN WITNESS WHEREOF, the parties hereto have executed or caused this Deposit Account Control Agreement to be executed by their respective officers thereunto duly authorized, as of the date written above and it shall take effect as a sealed instrument.

{renterName}

{signatureRenter}

{companyName}

Signed electronically on {todaysDate} {time} by {firstName} {lastName}

Alpaca Securities LLC

Name: Tony Lee

Title: President

 

Build Whale, Inc.

Name: Jamie Petraglia

Title: Founder & CEO

TRANSFER OF SECURITY DEPOSIT TO INVESTABLE ACCOUNT ADDENDUM

This Transfer of Security Deposit to Investable Account Addendum ("Deposit Transfer Addendum") is attached to and made a part of the lease agreement {leaseSignedDate} (the "Lease") by and between {companyName}, as agent for Owner ("Landlord"), and {renterName} (individually and collectively referred to herein as "Resident") for the rental of the premises located at {unitAddress} (the "Premises" or "Unit") within the community commonly known {propertyMarketingName} (the "Community" or "Property"). All terms not specifically defined herein shall have the same definition as found in the Lease. Resident and Landlord agree as follows:

In accordance with the Lease, Tenant was required to provide a security deposit to protect Landlord from any damage or other losses that may occur during the Term. The security deposit on hand and currently held as written in the terms of the Lease is {DepositAmount}.

By signing this Deposit Transfer Addendum, Tenant has elected to convert the security deposit currently being held by Landlord to an investable account ("Investable Account") to be held by an alternative entity pursuant to a separate investment advisory agreement between Tenant and Build Whale, Inc. Tenant authorizes Landlord to transfer currently held funds of {DepositAmount} to Build Whale, Inc. on its behalf and releases Landlord from further liability and responsibility of security deposit funds.

The investable account will be available to Landlord for recovery of any amounts outstanding, including, but not limited to: damages, unpaid rents, unpaid balances, fines, fees, or other loss. The agreement between Tenant and Build Whale, Inc. will not be part of this lease agreement.

Tenant will have obligations to the Investable Account that are separate and independent from the duties it has to Landlord under this Lease Contract. TENANT WILL NOT BE RELEASED FROM ITS OBLIGATIONS TO LANDLORD.

Signatures

Tenant:

{signatureRenter}

Landlord or Landlord's Representative:

Signed electronically on {todaysDate} {time} by {firstName} {lastName}

Acknowledgement of Equal Treatment Responsibility Addendum

This Acknowledgement of Equal Treatment Responsibility Addendum ("Equal Treatment Addendum") is attached to and made a part of the lease agreement {leaseSignedDate}(the "Lease") by and between {companyName}, as agent for Owner ("Landlord"), and {renterName} (individually and collectively referred to herein as "Tenant") for the rental of the premises located at {unitAddress} (the "Premises" or "Unit") within the community commonly known {propertyMarketingName} (the "Community" or "Property"). All terms not specifically defined herein shall have the same definition as found in the Lease. Tenant and Landlord agree as follows:

In accordance with the Lease, Tenant is required to provide a security deposit to protect Landlord from any damage or other losses that may occur during the Term. The security deposit as written in the terms of the Lease is {depositAmount}. It will be held by Alpaca Securities LLC, 11 W. Monroe Street, Chicago, IL 60603. By opening a Build Whale, Inc. ("Whale") account and funding with {depositAmount} as a locked deposit obligation for this Lease, the Landlord acknowledges the Tenant has satisfied their security deposit requirement as written in the terms of the Lease and no additional action is required by the Tenant to fulfill their security deposit obligation.

By signing this Equal Treatment Addendum, the undersigned Tenant affirms and represents that:

1. They provide their own consent, and affirm they have collected the prior written consent of all other lease-signing tenants ("Co-Tenants") named in the Lease, to act as the designated holder of the Investable Account on behalf of all Co-Tenants and that no physical check for the return any funds from the Investable Account at Lease end will be mailed, as any such refund shall be unlocked and released directly into the designated holder's Whale account.
2. They will ensure that all Co-Tenants receive an equal share of the security deposit and any interest earned thereon at the conclusion of the lease, unless a different distribution is mutually agreed upon by Tenant and Co-Tenants.
3. They understand and acknowledge that Landlord and Build Whale, Inc. are not responsible for enforcing or overseeing any agreements between Co-Tenants regarding the allocation or division of deposit funds or interest.
4. All Co-Tenants remain jointly and severally liable for any and all obligations under the Lease, including but not limited to damages, unpaid rent, fees, fines, or any other loss incurred by the Landlord. This means that each Co-Tenants is individually responsible for the full amount of any such obligations, regardless of any agreements between Co-Tenants regarding payment or responsibility.

The undersigned Tenant further acknowledges that this affirmation is made to ensure compliance with all applicable equal treatment and fair housing laws, and they accept full responsibility for ensuring that all Co-Tenants are treated fairly in relation to the security deposit, further damages owed, and any associated earnings.

The investable account will be available to Landlord for recovery of any amounts outstanding, including, but not limited to: damages, unpaid rents, unpaid balances, fines, fees, or other loss. The agreement between Tenant and Build Whale, Inc. will not be part of this lease agreement.

Tenant will have obligations to the Investable Account that are separate and independent from the duties it has to Landlord under this Lease Contract. TENANT WILL NOT BE RELEASED FROM ITS OBLIGATIONS TO LANDLORD.

For Tenants in Florida ONLY
Notices from a landlord may contain time-sensitive information about a tenant's housing. The election to receive notices from the landlord by e-mail is voluntary.

I, {renterName}, the Tenant, agree to receive notices required by the rental agreement or under part II of chapter 83, Florida Statutes, from the landlord by e-mail. I designate the following e-mail address for receipt of notices from the landlord: {renterEmail}

I may revoke my agreement to receive notices by e-mail by providing written notice to the landlord which is effective upon delivery of such written notice and does not affect the validity of any notice that was previously sent by e-mail.

I may update my e-mail address designated for electronic delivery at any time by providing written notice to the landlord specifying the new e-mail address, which takes effect upon delivery of such notice.

The undersigned Tenant further acknowledges that this affirmation is made to ensure compliance with all applicable equal treatment and fair housing laws, and they accept full responsibility for ensuring that all Co-Tenants are treated fairly in relation to the security deposit, further damages owed, and any associated earnings.

The investable account will be available to Landlord for recovery of any amounts outstanding, including, but not limited to: damages, unpaid rents, unpaid balances, fines, fees, or other loss. The agreement between Tenant and Build Whale, Inc. will not be part of this lease agreement.

Tenant will have obligations to the Investable Account that are separate and independent from the duties it has to Landlord under this Lease Contract. TENANT WILL NOT BE RELEASED FROM ITS OBLIGATIONS TO LANDLORD.

Signatures
Tenant:

{signatureRenter}

Landlord or Landlord's Representative:

Signed electronically on {todaysDate} {time} by {firstName} {lastName}