Below is a brief summary of the key terms of the Marketplace Access Agreement (“MAA”). This summary is not intended to be a full and complete overview of all terms of the MAA and should not be relied upon as such. You are advised to review the entire MAA and related documents incorporated therein, including the Trading Terms and Conditions before signing the MAA.

Authorization

The Xclaim Marketplace (the “Marketplace”) currently charges no initiation or subscription fees.  When you sign the MAA, Xclaim will authorize you (along with any affiliates or managed funds you designate) as an Investor, and your authorized representatives as Users, to access the Marketplace and to use the Marketplace to source, bid on, purchase and sell Claims. 

Xclaim vets all Investors to ensure that Marketplace participants can transact with confidence. By signing the MAA, you agree that Xclaim has the right to conduct basic background diligence on your Investor entity (and any affiliates or managed funds you designate) based on information and documents you provide to us. In addition to basic contact information, we ask for a completed W-9 for each legal entity that you will use to trade Claims and, if applicable, investment management agreements for any managed funds you will use to trade Claims or fund purchases. 

Trading and Commissions

There are two types of trades you can complete on the Marketplace:

• A “Primary Trade” is any transaction between the Initial Creditor (the individual or entity that held the Claim as of the Petition Date (or such later date if the Claim arose postpetition)) and a Buyer (i.e., any other party).
• A “Secondary Trade” is any transaction between a Secondary Seller (an individual or entity that purchased a Claim from an Initial Creditor) and a Buyer. 

The MAA authorizes you to act as a “Buyer” with respect to Primary Trades and Secondary Trades and a “Secondary Seller” with respect to Secondary Trades.

Xclaim collects commissions on all trades originated through the use of the Marketplace. Commissions are due at the time of closing and are calculated as follows:

• For Primary Trades: 1.00% of the Claim Face Amount, paid by the Buyer. When the purchase price is less than 10% of the Claim Face Amount, the Commission is equal to 10% of the purchase price. 
• For Secondary Trades: 0.25% of Claim Face Amount, paid by the Buyer and 0.25% of the Claim face amount, paid by the Secondary Seller. Commissions similarly scale down when the purchase price is less than 10% of the Claim Face Amount.
• The Claim Face Amount is the total dollar amount claimed by the holder, whether such amount is disputed, contingent or the subject of an unresolved objection, but excluding any additional unstated, unliquidated or potential additional claim amounts

Any offer may be withdrawn at any time prior to acceptance and entry into a transaction. 

Other Terms

The MAA expressly incorporates the Xclaim Marketplace Trading Terms and Conditions, and certain other general policies which are posted on Xclaim’s public website. These other agreements may be modified by Xclaim at any time and you may refuse any such modifications by voluntarily terminating the MAA pursuant to its terms.  

Xclaim populates the Marketplace with data it retrieves or receives from certain third party information providers, including data and information used to list Claims and related information on the Marketplace. Xclaim accurately displays data from Information Providers but does not make any representations about the accuracy or completeness of the data it receives.

By signing the MAA, you agree that your decision to engage in trading activity using the Marketplace is based solely on your own investigation and that of your legal, tax and other advisors. You accept sole responsibility for examining and investigating a potential transaction.

The MAA includes other customary boilerplate language including but not limited to: terms related to confidentiality, authority, reps and warranties, severability, legal compliance, dispute resolution and other standard terms and conditions.