Privileged and confidential

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These Terms of Use (“Terms”) govern the services provided and operated by SUI Group Holdings (“SUIG”, the “Company,” “we”, “us” or “our”) via the website at https://suig.io/ (the “Website”), including the use of the Website itself (collectively, the “Services”).

These Terms constitute a legal agreement between you (the user of the Services) and SUIG, and shall apply to your use of the Services. These Terms still apply even after you have ceased to use the Services. By accessing, viewing or using the information and materials available on or through the Website, you indicate that you understand and intend these Terms to be the legal equivalent of a signed, written contract. Your continued use of the Website will signify your agreement with and understanding of any additional or modified terms, conditions or notices applicable to the Website.

This Website is intended to provide general information regarding the services and/or products offered by SUIG. We are not providing recommendations, investment advice or any other advice to you or any other party through the Website, and no information or material at the Website is to be relied upon for the purpose of making or communicating investment or other decisions. In addition, it should not be assumed that any information concerning past performances of any investment products is any indication of future performance in any way as there is always a risk of loss. Certain investment strategies are subject to significant risks and therefore, not suitable for all investors.

1. Structure of Our Terms and Conditions
   
   1. These Terms contain the terms and conditions that apply to the Services. Please read these Terms carefully before using the Services. By accessing and using our Services, you confirm that:
      
      1. you are at least 18 years old; and
      2. you accept and agree to be bound and abide by these Terms and you acknowledge our Privacy Policy, which is found on [link to be inserted] and incorporated into these Terms by reference. 
   2. If you have any questions, comments or concerns regarding these Terms or our Services, please contact us via the details set out at https://suig.io/investor-relations#contact.
   3. The Services are intended for those who are over the age of 18. If you are not at least 18 years old or do not agree to be bound by these Terms, you must not use the Services.
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2. Changes to the Terms and Services
   
   1. SUIG reserves the right to, at any time and at its full discretion:
      
      1. change the terms of these Terms;
      2. make changes to the Services, including by eliminating or discontinuing any content or feature of the Services, changing the terms of eligibility for the Services, restricting the hours of availability of the Services, or limiting the amount of use of the Services permitted by the user;
      3. change any fees or charges associated with use of the Services, including instituting new or increased fees or charges for the use of the Services or any features, products or services offered through use of the Services.
   2. The most recent version of these Terms will be posted on the [link to page where the Terms will live on the website to be inserted]. It is your responsibility to review and become familiar with these Terms any such modifications thereto. Use of the Services by you after any modification to the Terms constitutes your acceptance of the Terms as modified. We encourage you to check these Terms from time to time so that you are aware of any changes to them.
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3. Accessing the Website
   
   1. SUIG reserves the right to withdraw or amend the Website, and any service or material provided via the Website, in its sole discretion without notice. SUIG will not be liable in the event that all or any part of the Website is unavailable for any reason, or at any time (for any period). From time to time, SUIG may restrict access to any part(s) of the Website, or the entire Website.
   2. It is your responsibility to make all arrangements necessary for you your access to the Website.
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4. Intellectual Property
   
   1. The Website and its entire contents, features, and functionality, including but not limited to all information, documents, materials, trademarks, branding, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof (collectively, “SUIG IP”) are exclusively owned by SUIG, SUIG’s licensors, or other providers of such SUIG IP and are protected by United States and international copyright, trademark, patent, trade secret, and/or other intellectual property or proprietary rights laws and regulations. You must not use SUIG IP without the express prior written permission of SUIG.
   2. The Website and the information and materials available on or through it are provided by SUIG as a service to you under a license. These Terms permit you to use the Website for your personal, non-commercial use only. You must not reproduce, copy, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, frame, transmit or otherwise exploit for any commercial purpose any of the material on the Website without the express prior written permission of SUIG. Additionally, and without prejudice to the foregoing restrictions, you must not, directly or indirectly:
      
      1. modify copies of any material from the Website;
      2. use any illustrations, photographs, video or audio sequences, or any graphics separately from the accompanying text; or
      3. delete or alter any copyright, trademark, or other proprietary rights notices from copies of materials from the Website.
   3. If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Website in breach of the Terms, your right to use the Website will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Website or any content on the Website is transferred to you, and all rights not expressly granted are reserved by SUIG or SUIG’s licensors. Any use of the Website not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark, and/or other laws and regulations.
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5. Links to Third Party Sites and Online Services
   
   1. The Website may contain links to third-party websites or online services or may give you access to applications, software, or products provided by third parties. Those third-party websites, online services, applications, software and products may have different terms of use and privacy policies to the Website, and SUIG does not control and is not responsible for the content of such websites, online services, applications, software and products or the privacy practices of such third parties. The information collected by such third-parties is not covered by SUIG’s Privacy Policy.
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6. Security and Restrictions
   
   1. While SUIG has endeavored to create a secure and reliable Website, please be advised that the confidentiality of any communication or material transmitted to/from the Website over the internet cannot be guaranteed. Accordingly, SUIG shall not be responsible for the security of any information transmitted via the internet or for the consequences of any reliance on such information. You assume the sole and complete risk for using the Website and must make your own determination as to these matters.  
   2. You are prohibited from violating or attempting to violate the security of the Website, including, without limitation, by (a) accessing data not intended for such user or logging onto a server or an account which the user is not authorized to access; (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; (c) accessing or using the Website or any portion thereof without authorization; or (d) introducing any viruses, Trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
   3. You agree not to:
      
      1. use the Website in any way that violates any applicable law, including any national, international, federal, state or local law or regulation;
      2. use the Website to engage in any conduct that restricts or inhibits anyone’s use or enjoyment of the Website, or which, as determined by SUIG, may harm SUIG or users of the Website or expose them to liability;
      3. use the Websites in any manner that could disable, overburden, damage, or impair the Website or interfere with any other party’s use of the Website;
      4. use any robot, spider or other automatic device, process or means to access the Website for any purpose, including monitoring, scaping, mining, or copying any of the materials on the Website;
      5. use any manual process to monitor or copy any of the materials on the Website or for any other unauthorized purpose without our prior written consent;
      6. use any device, software or routine that interferes with the proper working of the Website; or
      7. otherwise attempt to interfere with the proper working of the Website.
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7. Copyright Information

We respect the intellectual property of others, and we ask you to do the same. We may, in appropriate circumstances and in our discretion, terminate your right to use our Websites (or any part thereof) if you infringe the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If you believe that your work has been copied in a way that constitutes copyright infringement or are aware of someone doing so, please contact us via the details set out at https://suig.io/investor-relations#contact and include the following information:

1. a physical or electronic signature of the owner of the copyright or a person authorized to act on behalf of the owner;
2. identification of the copyrighted work claimed to have been infringed (or if multiple copyrighted works located on this Websites are covered by a single notification, a representative list of such works);
3. identification of the material that is claimed to be infringing or the subject of infringing activity;
4. information reasonably sufficient to allow us to locate the material on our Websites;
5. your name, mailing address, telephone number and email address;
6. a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and
7. a statement by you that the information in your notification is accurate, and that you attest under penalty of perjury, that you are the copyright owner or that you are authorized to act on the copyright owner’s behalf.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you to send us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA; see https://www.copyright.gov/ for details. Notices and counter-notices with respect to this Websites should be sent to the contact details set out at https://suig.io/investor-relations#contact for notice of claims of copyright infringement.

8. Disclaimer of Warranties 
   
   1. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Website will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our Website for any reconstruction of any lost data. To the fullest extent permitted by law, we will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses, or other technologically harmful material that may infect your computer equipment, computer programs, data, or other proprietary material due to your use of the websites or any services or items obtained through the websites or to your downloading of any material posted on it, or on any websites linked to it.
   2. YOUR USE OF THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR MATERIALS OBTAINED THROUGH THE WEBSITE IS AT YOUR OWN RISK. THE WEBSITE, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER SUIG NOR ANY PERSON ASSOCIATED WITH SUIG MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE WEBSITE. WITHOUT LIMITING THE FOREGOING, NEITHER SUIG NOR ANYONE ASSOCIATED WITH SUIG REPRESENTS OR WARRANTS THAT THE WEBSITE, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE WEBSITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE WEBSITE, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE WEBSITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.
   3. SUIG MAKES NO REPRESENTATIONS AND WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE SERVICES OR THE OPERATION OF THE WEBSITE OR THE INFORMATION, CONTENT, MATERIALS, SERVICES, OR PRODUCTS INCLUDED IN THE WEBSITE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE OR AS TO THE CORRECTNESS, ACCURACY, TIMELINESS OR RELIABILITY OF THE INFORMATION, CONTENT OR MATERIALS PROVIDED THROUGH THE SERVICES OR THE WEBSITE. ANY CONTENT, WHETHER PUBLICLY POSTED OR PRIVATELY TRANSMITTED, IS THE SOLE RESPONSIBILITY OF THE INDIVIDUAL WHO ORIGINATED SUCH CONTENT. SUIG SHALL HAVE NO LIABILITY FOR THE TRUTH, ACCURACY, TIMELINESS OR COMPLETENESS OF ANY INFORMATION MADE AVAILABLE THROUGH THE WEBSITE OR FOR ERRORS, MISTAKES OR OMISSIONS IN THAT INFORMATION OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU EXPRESSLY AGREE THAT YOU ARE USING THE SERVICES AND THE WEBSITE, AND RELYING ON ANY CONTENT OR MATERIALS POSTED OR OBTAINED VIA THE WEBSITES OR SERVICES, AT YOUR SOLE RISK.

TO THE FULLEST EXTENT PERMITTED BY LAW, SUIG HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.  IN NO EVENT WILL SUIG OR ITS DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE WEBSITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9. Limitation on Liability 
   
   1. To the fullest extent permitted by law, in no event will SUIG, its affiliates, or their licensors, service providers, employees, agents, officers, or directors (“SUIG Parties”) be liable for damages of any kind, under any legal theory, arising out of or in connection with your use, or inability to use, the Website, any sites linked to it, any content on the Website or such other sites, or for any losses or damages of any kind to you, another individual or any third party (including, without limitation, any incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption) that may arise or result from your, another individual’s or a third party’s use or access to, or inability to use or access, the Website or the Services, whether based in warranty, contract, tort (including negligence), or any other legal theory even if the SUIG Parties have been advised of the possibility of such damages. 
   2. Notwithstanding the foregoing disclaimer, if a court or arbitrator determines that a SUIG Party is liable for losses or damages, such SUIG Party’s total liability shall not exceed the amount of the fees paid to SUIG by the party to which that liability is owed during the three (3) months preceding the initial event giving rise to such liability.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

10. No consumers

The Services are provided solely for business, commercial and professional purposes. The Services are not intended for use by consumers acting in a personal capacity, and no consumer protections or consumer rights are intended to apply. You represent and warrant that you are accessing and using the Services in the course of a business, trade or profession, and not as a consumer. To the extent permitted by applicable law, any consumer protection legislation shall not apply to your use of the Services.

11. Indemnification
    
    1. You agree to indemnify, defend, and hold harmless SUIG and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to your use or misuse of the Website or your breach of these Terms, including but not limited to the content you submit or make available through the Website.
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12. Governing Law; Jurisdiction
    
    1. These Terms and any disputes directly or indirectly arising from or relating to the same or the Website shall be governed by and construed in accordance with the laws of the State of Minnesota, without regard to principles of conflicts of law. By using this Website, you hereby consent and agree to the exclusive jurisdiction of the state and federal courts located in the State of Minnesota for all suits, actions, or proceedings directly or indirectly arising out of or relating to these Terms or Website, and waive any and all objections to such courts, including, but not limited to, objections based on improper venue or inconvenient forum, and you hereby irrevocably submits to the jurisdiction of such courts in any suits, actions, or proceedings arising out of or relating to these Terms.
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13. Miscellaneous
    
    1. You represent and warrant that you shall comply with all laws and regulations that apply to your access to the Website and use of the Services, including, but not limited to, any applicable national laws that prohibit the export or transmission of technical data or software to certain territories or jurisdictions.
    2. We reserve the right to seek all remedies available at law and in equity for violations of these Terms, including the right to remove your account and any contents generated by you on the Website, block your access to the Website, and block IP addresses.
    3. If any provision of these Terms is held to be unenforceable, the remaining Terms shall remain in full force and effect, and the unenforceable provision shall be replaced by an enforceable provision that comes closest to the intention underlying the unenforceable provision.
    4. No waiver by us of any term or condition set forth in these Terms shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Our failure to insist upon or enforce strict performance of any provision of these Terms shall not be construed as a waiver of any right.