GREENLIGHT INVESTMENT ADVISORS, LLC NON-DISCRETIONARY ASSET MANAGEMENT AGREEMENT

This Non-Discretionary Asset Management Agreement (“Advisory Agreement”) is made by and between Greenlight Investment Advisors, LLC (“Greenlight”, “we”, “us”, “our”, or “Advisor”), a Delaware limited liability company and SEC registered investment adviser, and you (“you”, “your”, or “Client”), the person (i) accessing or otherwise making use of the segregated Invest module (the “Invest Application”) within the Greenlight application for mobile phone, tablet or other portable device (the “Greenlight Application”), which Invest module includes, without limitation, portfolio details and amounts, investment profile information, limited ETF recommendation, access to investment research, Invest Account transaction history, tax information and trade details; (ii) registering for a Greenlight Account (as defined below) through the Greenlight Financial Technology, Inc. (“Greenlight Financial” or “GFT”) website located at www.greenlight.com (the “Site”) or the Greenlight Application, and/or (iii) otherwise accessing or making use of our Service (as defined below). This Advisory Agreement concerns the Invest Account (defined below), managed by Greenlight for the Client on a non-discretionary basis and pursuant to the Client’s authorization (“Invest Account”). This Advisory Agreement shall become effective whenever accepted by you by clicking through the online Advisory Agreement made available during the Invest Account registration process which will signify your assent to the terms and conditions contained herein. Client and Greenlight may each be referred to herein individually as a “Party” and together as the “Parties” as context so requires.

1. Acceptance of this Advisory Agreement.

1. Acceptance. When you use the Site or the Greenlight Application to register for an Invest Account in order to make use of the Service (defined below) or when you otherwise access or make use of your Invest Account or the Service, you acknowledge, agree to, and are bound by, the terms and conditions of this Advisory Agreement and Greenlight Investment Advisors Terms of Service for Invest Account Services (the “Terms of Service”) published at https://greenlight.com/invest-account-safety-features-other-products-and-services.  If you do not agree to be bound by this Advisory Agreement and the Terms of Service, you should not continue to access or otherwise make use of the Invest Application or Service. Please note that  you cannot use all of the tools included in the Invest Application or Service  without first entering  separate agreements with third parties such as the Custodian and Morningstar that will be provided to you prior to such use.

2. Restrictions on Acceptance. When you access or otherwise make use of the Invest Application or the Service, you acknowledge and agree that:

(a) if you are accepting this Advisory Agreement on behalf of any legal entity, including any company, organization, government, or governmental agency, you have been authorized to do so and to act on behalf of such legal entity;

(b) you have read and understand all of the provisions, terms and conditions set forth in this Advisory Agreement and the Terms of Service;

(c) you will be bound by all of the provisions, terms and conditions set forth in this Advisory Agreement and the Terms of Service;

(d) you are at least eighteen (18) years of age;

(e) you have the right, authority and capacity to enter into this Advisory Agreement and the Terms of Service and to abide by all terms and conditions of this Advisory Agreement and the Terms of Service;

(f) you have not previously used the Service through a Card Account which Greenlight has terminated or suspended in accordance with the terms and conditions of this Advisory Agreement and the Terms of Service;

(g) you have a valid U.S. email address;

(h) you have a valid and active deposit account with a U.S. financial institution that serves as your funding account for your Card Account;

(i) you are a resident of one of the fifty (50) states of the United States, or a resident of Washington D.C. and have a valid postal mailing address confirming the same; and

(j) this Advisory Agreement and the Terms of Service, which are accepted by checking a box or clicking an online acknowledgement, are the legal equivalent of a signed, written contract between you and Greenlight.

If you are unable or unwilling to confirm the above statements, then you must not accept this Advisory Agreement or otherwise access or make use of the Invest Application or Service.

2. Definitions:

1. Unless the context requires otherwise, capitalized terms appearing in the Advisory Agreement shall have the following meanings:

A. “Card Account” means the Greenlight Prepaid Mastercard account issued to Client by Community Federal Savings Bank that you authorize Greenlight to access in order to provide the Service.

B. “Card Account Credentials” means the User Information related to the Card Account you maintain with Community Federal Savings Bank, as card issuer, and includes, without limitation, the Card Account number and other relevant User Information as may be necessary for Greenlight to provide the Service.

C. “Client”, “you”, or “your” means the person over 18 years of age or entity using or accessing the Invest Application or Service under this Advisory Agreement, and who is a party to this Advisory Agreement.

D. “Custodian” means DriveWealth, LLC.

E. “Greenlight”, “we”, “our”, or “us” shall mean Greenlight Investment Advisors, LLC, a Delaware limited liability company and SEC registered investment adviser.

F. “Greenlight Account” means your user account in the Greenlight Application for which you must register through the Site or the Greenlight Application in order to use the Service.

G. “Invest Account” means your brokerage account held by DriveWealth, LLC and linked to your Card Account for the purpose of receiving and holding transferred funds according to your Settings. Your Invest Account can hold both cash and securities (including fractional shares of exchange traded funds (“ETFs”) and publicly listed companies).

H. “Invest Application” means the segregated Invest module within the Greenlight application for mobile phone, tablet or other device, which includes, without limitation, portfolio details and amounts, investment profile information, ETF recommendations, investment research, Invest Account history, tax information and trade details.

I. “Personal Information” may include your name, email address, phone number, banking information, User Information, and other information that identifies you.

J. “Service” means the Greenlight interactive Invest module through which Clients receive non-discretionary investment advisory services and investment recommendations, which consists of a single ETF recommendation based on a Client’s investment profile.

K. “Settings” means the instructions that you provide through the Invest Application and/or your Greenlight Account that authorize Greenlight to take certain automated actions including, without limitation, (i) monitor your Card Account to assess the availability of funds for investment, (ii) transfer funds from your Card Account to your Invest Account for the purchase of securities; or (iii) sell some or all of your securities and use the proceeds to purchase other securities and/or transfer the proceeds from the sale of securities from your Invest Account to your Card Account.

L. “Site” means the Greenlight Financial Technology, Inc. website located at www.greenlight.com.

M. “Terms of Service” means the Greenlight Investment Advisors Terms of Service for Invest Account Services.

N. “User Information” means your personal information and may include your name, date of birth, social security number, tax identification number (if applicable), home or other physical address, email address, telephone number, banking information, and information concerning your financial goals and preferences, as such information is required to open an Invest Account and access or otherwise make use of the Service.

3. Interpretation. References to Sections and applicable appendices (i.e., Privacy Statement) are to be construed as references to the Sections of, and Appendices to, this Advisory Agreement, unless otherwise indicated. The singular includes the plural, and the plural includes the singular. All references to “hereof,” “herein,” “hereunder” and other similar compounds of the word “here” shall mean and refer to this Advisory Agreement as a whole rather than any particular part of the same. The terms “include” and “including” are not limiting.

4. Terms and Conditions.

1. Appointment. You hereby appoint Greenlight as your investment adviser to perform the Service on your behalf on a non-discretionary basis, and Greenlight accepts such appointment under the terms and conditions of this Advisory Agreement. Greenlight shall be responsible for reviewing and/or providing an assessment of your present level of financial risk tolerance based on responses to onboarding/suitability questions and shall provide you with investment advice through the Service based solely upon your Settings. Investment advice provided by Greenlight through the Service may include advice concerning the short-term and long-term goals that you establish through the Settings on your Greenlight Account. Such Settings will be subject to this Advisory Agreement in accordance with your needs, goals and objectives.

2. Limited Investment Advice. You acknowledge and agree that Greenlight will provide only limited investment advice focused upon the Service described in this Advisory Agreement. You acknowledge and agree that, at this time, Greenlight provides only limited advice and discrete investment options and delivers the Service pursuant to the Settings you establish through your Greenlight Account. You acknowledge and agree that Greenlight will not provide investment advice in person or over the phone, but will only provide investment advice through the Service in accordance with this Advisory Agreement and the Terms of Service. You agree and acknowledge that Greenlight does not provide investment advice outside of the single ETF  recommendation for each Invest Account based on your investment profile. You acknowledge and agree that you will not be entitled to transfer funds between or otherwise transact with your Card Account and Invest Account other than in cash. You further acknowledge and agree that Greenlight may in the future provide you with information regarding additional third-party services which you, in your sole discretion, may elect to participate in independently from the Service and you understand that Greenlight does not endorse or warrant such third-party services by providing you with information related to such third-party service providers. 

   You further acknowledge and agree that the Service (i) is not a complete investment program, (ii) does not consider outside assets, consideration, debt or other accounts you may have with Greenlight or with any third parties, (iii) is not suitable for all investors, and (iv) relies on the information provided by you, including the accuracy thereof, in providing investment advice and does not verify the completeness or accuracy of such information.

   NOTE THAT, AT THIS TIME, GREENLIGHT DOES NOT ACCEPT INVEST ACCOUNTS THAT ARE GOVERNED BY ERISA.

5. Limited Authority. Generally, you will be responsible for the transfer of funds through the Service by: (i) carefully reviewing the information about the investment options suggested on the Invest Application and Service; (ii) carefully considering the ETF recommendation that Greenlight generates for you through the Invest Application and Service based on your Settings; and (iii) providing Greenlight with accurate personal financial information, goals and instructions through your Settings. Moreover, it is your responsibility to continually monitor the transfer of funds between your Card Account and Invest Account by using the Invest Application, the Service and Settings to initiate, schedule, automate, and monitor such funds transfers. However, Greenlight shall have discretion over assets in your Invest Account to the limited extent necessary for Greenlight to manage deposits and withdrawals (and transfers between your Invest Account and your Card Account) and to exercise securities trades according to your Settings or pursuant to your request.

6. Custodian of Invest Account. Greenlight shall not maintain physical custody of any assets in your Invest Account; instead the assets in your Invest Account will be held in the custody of DriveWealth, LLC, as Custodian. We will, however, assist you with obtaining disbursements from your Invest Account held with the Custodian, from time-to-time as you request.

7. Your Rights and Obligations. You retain sole ownership of your Card Account and your Invest Account. You may request that Greenlight make transfers between your Card Account and Invest Account at any time, subject to any maintenance requirements of the Custodian. You should allow up to five (5) business days for Greenlight to process the instructions you have provided and for the funds transfers to be processed although funds transfers could occur much quicker in practice.

8. Account Connections. In order to make use of the Service, you will be required to connect your Invest Account to your Card Account by providing true, accurate, current, and complete Card Account Credentials. You acknowledge and agree that your Invest Account will not be connected to your Card Account unless and until Greenlight receives confirmation through the Service that you have successfully connected your Invest Account and Card Account. If you register for any other account(s) provided through the Greenlight Application that you wish to connect to the Service, then you will be required to provide true, accurate, current, and complete credentials for such account(s). You further agree that, if your Card Account is temporarily closed or restricted after it is successfully connected to your Invest Account, you will have no right under this Advisory Agreement or the Terms of Service to transfer funds between your Card Account or Invest Account through the Service until: (i) your Card Account is reopened or unrestricted; or (ii) you have successfully connected an alternative Card Account to your Invest Account. If your Card Account is permanently closed for any reason, Greenlight reserves the right to close your Invest Account and direct the Custodian to sell all securities registered in your name through the Service and remit the sales proceeds to you after paying any past due fees under this Advisory Agreement, and the Cardholder Agreement between you and Community Federal Savings Bank.

9. Funds Transfer. You acknowledge and agree that Greenlight will use the Service to initiate funds transfers between your Card Account (or any new account provided in the future through the Greenlight Application) and your Invest Account according to your Settings. You acknowledge and agree that nothing in this Advisory Agreement or our Terms of Service gives you any right to instruct Greenlight to transfer funds between your Card Account (or any new account provided in the future through the Greenlight Application) and your Invest Account by any manner other than through an Automated Clearing House (“ACH”) transfer in accordance with your Settings and pursuant to this Advisory Agreement or our Terms of Service; provided, however, that Greenlight, in its sole discretion, may decide to utilize faster methods of funds transfer from time to time.

10. Withdrawals and Sales. You may transfer funds from your Invest Account to your Card Account by initiating a withdrawal request through the Service at any time. You acknowledge and agree that, notwithstanding anything in this Advisory Agreement or the Terms of Service to the contrary, you will not be able to request withdrawals unless and until you have successfully connected your Card Account to your Invest Account through the Service. Greenlight will send any withdrawal request to the Custodian. You acknowledge and agree that, by requesting a withdrawal, you authorize Greenlight to request that the Custodian transfer the amount requested (or less if the money remaining in your Invest Account after deducting any fees due is less) to your Card Account.  In some limited cases, such as when your Card Account is already closed or when the amount of the transfer exceeds the Card Account transfer limits set forth in the Cardholder Agreement or on the Site, you may be required to receive a check, wire or ACH transfer directly from the Custodian, but such transfers must be coordinated by Greenlight through the Settings.  Certain fees may be charged by Greenlight on a pass through basis or directly by the Custodian for these other transfer methods as set forth in Schedule 1.

11. Termination. This Advisory Agreement will continue in effect until terminated (i) by either party by delivering written notice of termination to the other party, via email or regular mail to the address of record, or (ii) by Client if Client downgrades the monthly subscription plan on its Card Account to a monthly subscription plan that doesn’t include Invest Account Services. In the event the Advisory Agreement is terminated, any fees that are due, but have not been paid, are due and payable immediately, and may be deducted by Greenlight from the proceeds of any sale of securities from your Invest Account prior to the disbursement of any proceeds either to your Card Account or otherwise.

1. You understand and agree that, except where prohibited under applicable law, the cancellation or termination of this Advisory Agreement is your sole right and remedy with respect to any dispute with us including, without limitation, any dispute related to, or arising out of: (i) any terms of this Advisory Agreement or our enforcement or application of this Advisory Agreement; (ii) any practice or policy of Greenlight, including our Terms of Service and Privacy Policy, or our enforcement or application of these policies; (iii) the content available through our Service or any change in content provided through the Service; (iv) your ability to access and/or use the Invest Account, Invest Application, or Service; or (v) the amount or types of our fees or charges, surcharges, applicable taxes, or billing methods, or any change to our fees or charges, applicable taxes, or billing methods. Upon cancellation or termination of this Advisory Agreement, we may immediately deactivate your Invest Account and all related information and/or files in your Invest Account and/or bar any further access to such information and/or files, our Invest Application (or part thereof) and/or our Service, except as we may otherwise provide from time to time. Notwithstanding the foregoing, the cancellation of your Invest Account will not, by itself without any other factors present, cause the automatic cancellation of your Card Account.

2. We will attempt to process all cancellation requests within five (5) business days of receiving such request. However, after a cancellation request has been processed, you may continue to receive the Service until the end of your current monthly subscription period (e.g., less than 30-days), but you will not be entitled to receive a refund of any monthly subscription fees paid in advance as those fees will be applied to cover our reasonable costs to maintain your Greenlight Account and Invest Account until the termination date. We reserve the right to collect fees, surcharges, or costs incurred before your cancellation takes effect at the end of your then current monthly subscription period.

3. Termination of this Advisory Agreement will not affect (i) the validity of any action previously taken by the Advisor under this Advisory Agreement; (ii) liabilities or obligations of the parties from transactions initiated before termination of this Advisory Agreement; or (iii) your obligation to pay any advisory fees (pro-rated through the end of the monthly subscription period occurring on or immediately following the date of termination). Upon the termination of this Advisory Agreement, the Advisor will have no obligation to recommend or take any action with regard to the securities, cash or other investments in the Invest Account except to process the sale of any securities in your Invest Account and disburse any proceeds to your Card Account.

4. The death or incapacity of the Client shall not terminate the authority of the Advisor granted herein until the Advisor receives a written termination notice from the Client’s executor, guardian, attorney-in-fact or other authorized representative.

Notwithstanding the foregoing or anything to the contrary in this Advisory Agreement, in no event shall this Advisory Agreement constitute a waiver or limitation of any rights that Client may have under federal or state securities laws if and to the extent such rights cannot be waived or limited.

12. Legal Capacity. If this Advisory Agreement is established by the undersigned Client, or the Client's authorized representative in a fiduciary capacity, the Client hereby certifies that they are legally empowered to enter into or perform this Advisory Agreement in such a capacity.

13. Representation. It is understood by the Client that the Advisor is licensed/registered with all of the appropriate regulatory jurisdictions that the Advisor believes it has a duty to be licensed/registered. It is understood and acknowledged by the Client that the Advisor is not engaged in the practice of law or accounting, and as such, will not render any legal or accounting, including tax, advice hereunder, nor prepare any legal or accounting, including tax, documents for the implementation of any of the Client's financial or investment plans.

14. Fees.

1.  Fees. Greenlight charges Client $0.02 per month for investment advisory services (the “Monthly Advisory Fee”), which is collected by Community Federal Savings Bank (the “Bank”) through its monthly subscription fees on certain card plans (the “Monthly Cardholder Fees”) that the Bank charges Greenlight Mastercard Prepaid cardholders who can elect to become Clients under this Advisory Agreement. The Bank charges primary accountholders a monthly subscription fee at different price points for each card plan, including, without limitation, the Greenlight Core Plan, the Greenlight + Invest Plan, the Greenlight Max Plan, the Greenlight Infinity Plan and any new card plans introduced in the future, which plans include the optional investment advisory services provided by Greenlight as well as a variety of other services (collectively, the “Card Plans”). Although Greenlight charges each Client the Monthly Advisory Fee, the Bank collects such fee for Greenlight through its Monthly Cardholder Fees assessed under the Card Plans, and it remits an amount equal to the Monthly Advisory Fee to Greenlight on a monthly basis. Greenlight neither sponsors any wrap fee program nor manages assets for any wrap fee programs sponsored by other investment advisers. However, the non-negotiable Monthly Advisory Fee includes investment advice regarding a single ETF recommendation for each Invest Account , brokerage commissions, certain other fees charged by DriveWealth, LLC, and certain administrative expenses. 

   The Monthly Advisory Fee is only charged to the primary accountholder under each Card Plan and not the up to five additional secondary cardholders. Monthly Cardholder Fees and the related Monthly Advisory Fee  may be waived for new Invest Account customers for varying periods of time; however, once Monthly Advisory Fees are charged, they will be no more than $0.02 per month. GFT might also enter into agreements with marketing partners from time to time in which the marketing partner may offer their customers a monthly subscription to a Card Plan, including an Invest Account,  for varying periods of time.  In these cases, the marketing partner may pay a customer’s Monthly Cardholder Fees or a portion thereof, including the Monthly Advisory Fee.

2.  Additional Fees. In addition to the Monthly Advisory Fee, there are a variety of miscellaneous charges described on Schedule 1 (the “Miscellaneous Charges”), which are assessed to Client based on affirmative requests by the Client. Each of the Miscellaneous Charges will be assessed by Greenlight on a direct pass-through basis, without mark-up, or by Custodian directly. The Bank will deduct Monthly Cardholder Fees from the Card Account on each monthly anniversary of the date when a Client signs up for the Card Account, and will collect the Monthly Advisory Fee for Greenlight at the same time. The Monthly Advisory Fee is non-refundable. In addition to the Monthly Advisory Fee and any Miscellaneous Charges, any Client who invests in ETFs may also pay management fees and other expenses to the ETF. These management fees and additional fees are deducted directly by the ETF and are reflected in the ETF’s net asset value.  In the event a Client’s Invest Account is canceled, closed, or terminated for any reason (either by the Client or by Greenlight Advisors), a wind-down fee of $1.00 or less may be charged to Invest Accounts with a balance of less than $1.00. The wind-down fee will be deducted from the Client’s Invest Account balance(s).

Greenlight Advisors does not have a revenue sharing arrangement with any of the ETFs recommended to Clients. Client understands that Client can purchase ETFs that Greenlight recommends through other brokers or agents that are not affiliated with Greenlight and that Client does not need to subscribe to Greenlight’s Service to trade ETFs. 

Client is responsible for all charges and fees associated with connecting to our Service, including, without limitation, all internet service provider fees, data charges, sales taxes and any other fees and charges necessary to access our Service via your mobile device or other personal electronic devices.

15. Non-Exclusive Management. It is understood that the Advisor performs financial planning services for other clients. The Client agrees that the Advisor may give advice and act with respect to any of its other clients, which may differ from the advice given or the timing or nature of action taken with respect to the Client's Greenlight Account and Invest Account.

16. Confidential Relationship. All information and advice furnished by either party to the other, including their respective agents and employees, shall be treated as confidential and shall not be disclosed to third parties, except as required by law or necessary to carry out designated powers or as granted by the Client.

17. Notices and Communication. Communications will be sent to you at the contact information you provide during registration for your Greenlight Account. Pursuant to the “Disclosure and Consent to Electronic Communications” section set forth in our Terms of Service you have agreed to receive electronic communications from Greenlight concerning your Greenlight Account, Invest Account and the Service. You further agree that any such electronic communications will be deemed to have been received by you no later than five (5) business days after Greenlight sends such communication to you by email or posts such Communication on the Invest Application or through the Service, whether or not you have received the email or retrieved the Communication from the Invest Application or Service. An electronic Communication by email is considered to be sent at the time that it is directed by Greenlight's email server to your email address. You agree that these are reasonable procedures for sending and receiving electronic Communications. We encourage you to read the “Disclosure and Consent to Electronic Communications” section of our Terms of Service carefully.

18. You acknowledge that the Service is provided through an electronic platform and, therefore, acknowledge that voicemail, email, fax, and other similar means of communication may not come to our attention in a timely manner. Accordingly, you acknowledge and agree that if you use such means of communication to make account requests or provide us with account instructions, such requests or instructions shall not bind us unless or until we confirm such requests or instructions in writing; therefore, you should direct time-sensitive account requests or instructions to us through the electronic platform, and your failure to do so may result in delayed implementation of your requests or instructions.

19. Acknowledgement of Receipt of Form ADV Part 2A and Form CRS. We will provide you with a Form ADV Part 2A and a Form CRS for your records contemporaneously with your registration. Pursuant to Section 17 above and the “Disclosure and Consent to Electronic Communications” section set forth in our Terms of Service, you acknowledge and agree that the Form ADV Part 2A and the Form CRS will be sent to you by electronic communications and will be deemed to have been received by you no later than five (5) Business Days after Greenlight sends them to you by email. In addition, the latest versions of the Form ADV Part 2A and Form CRS will be available on the Site. You hereby acknowledge the receipt of Form ADV Part 2A and Form CRS as provided in accordance with this Advisory Agreement.

20. Proxies and Class Action Lawsuits. The Advisor will not vote proxies on behalf of the Client's Invest Account. Further, the Advisor will not take any action or render any advice with respect to any securities which are named in or subject to class action lawsuits.

21. Risk Acknowledgement. The Advisor does not guarantee the future performance of any recommendations or any specific level of performance, or the success of the Advisor's overall management of the Invest Account. All recommendations will be based on information from sources believed to be reliable, but are not guaranteed by Greenlight as to their accuracy or completeness. Client understands that Advisor's recommendations are subject to various market, currency, economic, political, and business risks, and will not always be profitable. Advisor will provide advice only with regard to the Service and the Invest Account and will not make recommendations with regard to other securities, cash, or other investments owned by Client.

22. Entire Agreement, Severability and Amendments. All agreements, covenants, representations and warranties, express and implied, of the parties hereto concerning the subject matter hereof are contained herein. No other agreements, covenants, representations or warranties, express or implied, are made a part hereof. All prior and contemporaneous conversations, negotiations, possible and alleged agreements, representations, covenants and warranties concerning the subject matter hereof are merged herein. If any provision hereof shall be held or made unenforceable by statute, rule, regulation, decision of a tribunal or otherwise, such provision shall be automatically reformed and construed so as to be valid, operative and enforceable to the maximum extent by law or equity while most nearly preserving its original intent. The invalidity of any part of this Advisory Agreement shall not render invalid the remainder of the agreement and, to that extent, the provisions of this Advisory Agreement shall be deemed to be severable. Greenlight has the right to amend this Advisory Agreement upon written notice to the Client. Any such amendment will be effective as of the date specified by Greenlight. Notwithstanding anything to the contrary contained in this Advisory Agreement, Greenlight shall not increase the Monthly Advisory Fees, or make any material modifications, substitutions or deletions to the Service without providing Client with at least 30 days’ prior written notice of any such fee increase or material change.

23. Governing Law. Except to the extent that it is preempted by federal law, the internal law of the State of Delaware 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.

24. Standard of Care. Subject to the terms and conditions of this Advisory Agreement and without limiting any rights you may have under the Investment Advisers Act of 1940 and other applicable United States federal or state securities law, Greenlight shall exercise the level of care in providing the Advisory Services that is customary and reasonable in the industry for investment advisers providing investment advice solely through internet-accessed computer applications.

25. Waiver. Failure of either party at any time to declare breach and termination of this Advisory Agreement due to any violation or violations by the other party of the provisions hereof shall 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.

26. Assignment of Advisory Agreement. No assignment, as that term is defined in the Investment Advisers Act of 1940, of this Advisory Agreement shall be made (a) by the Advisor without the prior written consent of the Client or (b) by the Client without the prior written consent of the Advisor. The Client acknowledges and agrees that transactions that do not result in a change of actual control of the Advisor shall not be considered an assignment pursuant to Rule 202(a)(1)-1 under the Investment Advisers Act of 1940.

27. Binding Arbitration. In the event of any dispute concerning or arising under this Advisory Agreement and to the extent not prohibited by the Investment Advisers Act of 1940 or other federal or state securities laws, such dispute shall be arbitrated, subject to certain limitations set forth in this section. Arbitration shall be conducted by and submitted to a single arbitrator (“Arbitrator”) selected from and administered by the Atlanta, GA office of JAMS (“JAMS”), in accordance with its then- existing Comprehensive Arbitration Rules & Procedures. The arbitration shall be conducted by a licensed attorney or retired judge who is admitted in both federal and state courts, with experience in securities law. Each party shall bear its, his or her own attorneys' fees, costs and disbursements arising out of the arbitration, and shall pay an equal share of the fees and costs of the Arbitrator and JAMS; however, the Arbitrator may award to the prevailing party reimbursement of its reasonable attorneys' fees and costs (including, for example, expert witness fees and travel expenses), and/or the fees and costs of the Arbitrator. To the extent allowed by law, the award shall be final, binding, and non-appealable. Within fifteen (15) calendar days after conclusion of the arbitration, the Arbitrator shall issue a written award and a written statement of decision describing the material factual findings and conclusions on which the award is based, including the calculation of any damages awarded. Each party shall fully perform and satisfy the arbitration award within fifteen (15) days of the service of the award. Judgment on the award may be entered by any court of competent jurisdiction. 

Notwithstanding the foregoing or anything to the contrary in this Advisory Agreement, in no event shall this Advisory Agreement constitute a waiver or limitation of any rights that the Client may have under federal or state securities laws if and to the extent such rights cannot be waived or limited.

28. Acknowledgements.

1. Client acknowledges receipt of Part 2A Appendix 1 of Form ADV, Form CRS and the Advisor's Privacy Statement. 

2. Client agrees to notify us promptly via the Greenlight Application, Invest Application or Service of any change in Client's circumstances that might affect the Client's Greenlight Account or Invest Account. 

3. Client agrees to notify us promptly via the Greenlight Application, Invest Application or Service if any of their User Information changes.

4. Client acknowledges that the Advisor has its, his or her express permission to deliver all documents relating to the Greenlight Account and the Invest Account electronically. This includes the Advisor's Privacy Policy, ADV Part 2A Appendix 1 Wrap Fee Brochure, Form CRS and any updates to such forms, any forms requiring Client's acknowledgement, responses to Client's requests, and notification of the availability of such document(s) on a website. Client agrees that such notification will constitute “delivery.” Client further agrees to provide Advisor with Client's email address and to keep this information current at all times by promptly notifying Advisor of any change in email address.

THE CLIENT WILL CAREFULLY READ, UNDERSTAND AND ACCEPT THE TERMS AND CONDITIONS OF THIS ADVISORY AGREEMENT BEFORE CLICKING ON THE “I AGREE” BUTTON DURING THE REGISTRATION PROCESS. IF CLIENT HAS ANY QUESTIONS ABOUT ANY OF THE PROVISIONS IN THIS ADVISORY AGREEMENT, CLIENT WILL ADDRESS THEM WITH THE ADVISOR BEFORE AGREEING TO IT. CLIENT UNDERSTANDS THAT CLICKING OR CHECKING “I AGREE” OR TYPING CLIENT'S NAME IN THE ELECTRONIC SIGNATURE FIELD (IF ANY) IS THE LEGAL EQUIVALENT OF MANUALLY SIGNING THIS ADVISORY AGREEMENT AND CLIENT WILL BE LEGALLY BOUND BY ITS TERMS AND CONDITIONS. CLIENT AGREES TO CHECK THE SITE FOR UPDATES TO THIS ADVISORY AGREEMENT. 

Federal and state securities laws may 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.

CONTACTING US. If you have any questions about this Advisory Agreement, please contact us as described on the website under “Help Center” or at the mailing address provided below. We will attempt to respond to your questions or concerns promptly after we receive them.

Greenlight Investment Advisors, LLC 

303 Peachtree Street, NE, Suite 4300-Floor 45

Atlanta, GA 30308 

Attn: Compliance