Exchange Listing Agreement
This listing agreement (“Listing Agreement”) should be executed and submitted by Companies seeking initial listing on the Cboe BZX Exchange, Inc. (collectively, with its affiliates, the “Exchange”) or current Companies changing their name.
COMPANY NAME
ESOTERICA CAPITAL LLC
(“Company”), in consideration for the listing of its securities on the Exchange, hereby agrees with the Exchange that:
| 1. | Company certifies that it understands and agrees to comply with all Exchange rules, as they may be amended from time to time, and pay all applicable listing fees when due. |
| 2. | Company agrees to promptly notify the Exchange in writing of any corporate action or other event that will cause Company to cease to be in compliance with Exchange listing requirements. |
| 3. | Company understands that the Exchange may remove its securities, pursuant to applicable procedures, if it fails to meet one or more requirements of Paragraphs 1-2. |
| 4. | Company understands that if an exception to any of the provisions of any of the Exchange rules has been granted by the Exchange, such exception shall, during the time it is in effect, supersede any conflicting provision of this Listing Agreement. |
| 5. | Company certifies that, no officer, board member or investment advisor has been convicted of a felony or misdemeanor relating to financial issues (e.g., embezzlement, fraud, theft) in the past ten (10) years. The term “officer” in the foregoing sentence is used as such term is defined by the Securities and Exchange Commission in Rule 16a-1(f) under the Securities Exchange Act of 1934, or any successor rule. |
Exchange Warranties; Disclaimers of Warranties
| 6. | For any goods or services provided to Company, the Exchange shall endeavor to provide them in a good and workmanlike manner. Beyond the warranties stated in this section, there are no other warranties of any kind, express, implied or statutory (including the implied warranties of merchantability or fitness for a particular use or purpose). |
Limitation of Liability
| 7. | In no event will the Exchange be liable for any trading losses, loss of profits, indirect, special, punitive, consequential, or incidental loss or damage, even if the Exchange has been advised of the possibility of such damages. If the Exchange is, for any reason, held liable for any of the above, the liability of the Exchange is limited: |
| a) | for goods and services for which Company is specifically charged, to the amount paid by Company for those goods or services during the twelve (12) months preceding the accrual of the claim; and |
| b) | in all other instances, to the amount of the annual listing fee paid by Company during the twelve (12) months preceding the accrual of the claim. |
| 8. | Notwithstanding the foregoing, the Exchange shall not be relieved from liability for damages that result from the Exchange’s gross negligence or willful tortious misconduct, or from personal injury or wrongful death claims. |
| 9. | For goods and services provided under a separate written agreement, the limitation of liability provisions in that agreement shall govern any claims relating to or arising from the provision of those goods and services. |
| 10. | Under no circumstances shall the Exchange have any liability for any third party’s goods and/or services. |
| 11. | Company and the Exchange agree that these terms reflect a reasonable allocation of risk and limitation of liability. |
| 12. | The Listing Agreement shall be deemed to have been made in the United States, in the State of New York, and shall be construed and enforced in accordance with the laws of the State of New York, without reference to principles of conflicts of laws. |
|
AUTHORIZATION BY CORPORATE OFFICER As an officer of the Company, I am authorized to execute this agreement on the Company’s behalf. | |
Signature: /s/ Qindong Liu
|
Date: 02/13/2020 |
Name: Qindong Liu
|
Title: CEO |
Note: Companies changing their name must also concurrently submit the Notification: Change in Company Record.