FinVest Sub-Broker
Client Agreement

1.1 Thamani is registered with the Securities and Exchange Commission ("SEC") as a Digital Sub-Broker, sponsored by a SEC-registered dealing member designated by the Company from time to time ("our sponsoring Broker/Dealer"), through which the Company maintains active registration and routing privileges on any relevant securities exchange. 1.2 These Terms govern your use of FinVest, the service through which we give you access to buy, sell and deal in securities. 1.3 By opening a FinVest account or placing an Order, you agree to these Terms, together with the general Thamani Investment Platform Terms of Use, the applicable Product Terms, our Risk Disclosure, and any terms of our sponsoring Broker/Dealer that apply to your account. 1.4 If there is any conflict between these Terms and the General Terms of Use, these specific Terms will take priority.

In these Terms: 2.1 "Broker/Dealer" or "Sponsoring Broker/Dealer" means any SEC-registered dealing member designated by the Company from time to time that sponsors our Sub-Broker registration and through whom your Orders are executed. 2.2 "CSCS" means the Central Securities Clearing System, or any successor responsible for clearing, settlement and depository functions in the Nigerian capital market. 2.3 "Order" means an instruction you give us to buy, sell or otherwise deal in security. 2.4 "Securities" means shares, bonds and other instruments made available through FinVest, in line with our sponsoring Broker/Dealer's licence and applicable law. 2.5 "Sub-Broker" means us, a party that is not itself a dealing member of an exchange, acting as agent for our sponsoring Broker/Dealer to help you buy, sell or deal in securities through them. 2.6 "You", "User", or "Investor" means any individual or corporate entity accessing the Service, specifically representing working professionals, diaspora investors, and High Net Worth Individuals (HNIs) who require short to mid term liquidity paired with consistent yields.

3.1 Thamani acts as your Sub-Broker: we take your Orders, check them, and pass them to our sponsoring Broker/Dealer for execution. We are not a dealing member ourselves as we do not sit on the exchange floor, they do. 3.2 Your securities relationship runs through both of us: Thamani handles onboarding, your interface, and your day-to-day experience; our sponsoring Broker/Dealer handles execution, clearing and settlement under exchange rules. 3.3 We do not promise that every Order gets accepted, gets filled, gets filled at the price you wanted, or gets filled instantly. Markets are always moving; in fact, that movement is the core of investing. 3.4 If we are ever sponsored by more than one Broker/Dealer, we will tell you which one is handling your particular transaction, either in the Product Terms or right there in the app.

4.1 To use FinVest, you need to meet the standard eligibility bar: • A. 18 or older; • B. KYC complete; • C. Minimum investment of ₦300,000 (Three Hundred Thousand Naira); • D. Plus anything extra our sponsoring Broker/Dealer or the law requires. 4.2 We, or our sponsoring Broker/Dealer, can decline to onboard you or pause your access if something in your eligibility check does not add up or cannot be verified.

5.1 You are responsible for getting your Order right: Security, Quantity, Price, and Order type. We do not guess your investment goals; we simply execute the orders you submit to us. 5.2 We (or our sponsoring Broker/Dealer) may set limits on how much funds you can place in a single Order or overall, whether as a general policy or specific to your account. 5.3 Submitting an Order is not the same as it being done. It only becomes binding once our sponsoring Broker/Dealer accepts and, where applicable, executes it. 5.4 We or our sponsoring Broker/Dealer may reject, delay, cancel or amend an Order for legal, regulatory, operational, risk or security reasons, including if it looks like a mistake, breaches a limit, or cannot be verified. 5.5 If an Order gets executed or recorded in error, we and our sponsoring Broker/Dealer may take reasonable corrective steps under exchange rules and the sponsoring Broker/Dealer's error trade policy, which is available to you on request. 5.6 Prices move fast. Placing an Order does not lock in a price until it actually executes.

6.1 Your funds are placed into managed liquidity pools based on the timeframe you choose, ranging from 3 to 24 months. These pools are handled by licensed, SEC-registered fund managers and processed through our sponsoring Broker/Dealer. 6.2 We do not hold your funds or securities in custody. Anything we receive from or on your behalf gets passed to our sponsoring Broker/Dealer within two (2) working days, as SEC rules require. 6.3 We do not take deposits from you as principal for FinVest as your funds are handled exactly as disclosed in the applicable Product Terms, nothing more, nothing hidden.

7.1 FinVest transactions include fees. These cover our commission as a Sub-Broker, along with charges from our sponsoring Broker/Dealer, the exchange, or the CSCS. We will always display the exact breakdown clearly on your screen before you confirm an order; never hidden in footnotes or added as a surprise later. 7.2 When depositing funds into your wallet, you may incur standard third-party transfer or processing charges. These fees are determined and collected directly by our payment gateway providers at the point of deposit, and will be clearly displayed before you complete the transaction. 7.3 Fees can vary by security, transaction size or sponsoring Broker/Dealer, and will be set out in the applicable Product Terms or fee schedule.

8.1 Investing in securities is genuinely risky. You could lose some or all of what you put in and we would rather you hear that from us plainly than find out the hard way. 8.2 Prices move because of markets, company performance, the economy, currency swings, regulation, liquidity, and a dozen other things none of us control. 8.3 Past results of any stock, fund, or market report do not guarantee future success. No investment returns are guaranteed unless they are clearly written in a legally binding contract or official product document. 8.4 Read the Risk Disclosure before you use our service. It matters more than this sentence does.

9.1 We and our sponsoring Broker/Dealer keep records of your transactions as SEC rules require, and we will make periodic statements or contract notes available to you. 9.2 Thamani will provide you with periodic reports and statements detailing your transaction history, portfolio performance, and active account balances. These reports will be made available digitally through your account dashboard or via your registered email address. 9.3 Review your statements regularly. If you notice any discrepancies, notify us as soon as possible so we can quickly resolve them.

10.1 Your login and authentication details are your responsibility, as is any Order placed using them, unless it occurred due to a security breach on our platform. 10.2 See anything odd? Unauthorised access, an Order you did not place? Tell us immediately. 10.3 We maintain the technical and organisational safeguards our Digital Sub-Broker status requires, to keep the platform infrastructure secure.

11.1 Unless we have agreed otherwise in writing, we do not give you personalised investment advice or manage your portfolio for you, and we do not tell you a given security is right for you. 11.2 Anything Mani AI tells you is general information, not investment, legal or tax advice; however confident they sound. 11.3 The decisions on FinVest are yours. We give you the access and the tools; you have the autonomy to navigate.

12.1 Please do not: manipulate the market; break securities law; place Orders you cannot actually fund or settle; try to avoid order limits; risk controls or KYC; use the service on someone else's behalf without authorisation to do so; or use FinVest in any way that breaches securities law or exchange rules. 12.2 If we reasonably believe you have broken this clause, we can suspend or end your FinVest access, and we may report suspected unlawful conduct to the SEC, our sponsoring Broker/Dealer, the exchange, or other authorities.

13.1 We or our sponsoring Broker/Dealer can suspend or restrict your access where it is genuinely necessary: legal or regulatory compliance; investigating suspected fraud or market abuse; security concerns; or enforcing these Terms. 13.2 You can stop using FinVest whenever you like, once any open Orders or obligations are settled. 13.3 Closing your FinVest account does not touch the securities you already hold as those stay recorded in our depository arrangements.

14.1 In our capacity as your Sub-Broker, we accept full liability for all obligations explicitly committed to under these Terms. 14.2 To the extent the law allows, we are not responsible for losses that come: purely from market movements; something our sponsoring Broker/Dealer, the exchange or CSCS did or did not do; or events genuinely outside our control. 14.3 Nothing here limits liability the law says cannot be limited including our own negligence, fraud, or breach of SEC rules.

15.1 Got a complaint about FinVest? Start with our designated complaints channel, as we would rather hear it from you first. 15.2 You can also go to the relevant exchange, or the SEC's investor complaints mechanism, whichever you choose to act on.

We, and our sponsoring Broker/Dealer where relevant, handle your personal data connected with FinVest under applicable data protection law and our Privacy Notice.

17.1 All intellectual property rights in the Platform and its contents, including the Thamani name, trademarks, logos, software, designs, graphics, text and other materials, are owned by or licensed to Thamani unless otherwise stated. 17.2 You may access and use the Platform for its intended purpose, but you may not copy, reproduce, modify, distribute, publish, sell, or commercially exploit any part of it without Thamani's prior written consent, except where permitted by law.

18.1 We may update these Terms on new products; a new sponsoring Broker/Dealer; and changes in the law or industry. 18.2 If a change is material, we will tell you through the Platform, email, or another viable channel before it becomes effective.

19.1 Any output, insight, or recommendation generated by an artificial intelligence tool (including Mani AI) forms part of Thamani's informational services and does not constitute investment advice, a guarantee of accuracy, or a recommendation to transact. 19.2 Thamani shall not be liable for losses arising from reliance on AI-generated output, save where such output was negligently or knowingly relied upon by Thamani in breach of its duty of care. 19.3 Where an AI tool is provided by a third party, Thamani's liability shall be limited accordingly, and users are encouraged to exercise independent judgment.

These Terms are governed by the laws of the Federal Republic of Nigeria, including the Investments and Securities Act and applicable SEC Rules and Regulations, unless a specific agreement with our sponsoring Broker/Dealer says otherwise on a matter within its scope.

21.1 If any part of this Agreement is found invalid or unenforceable, that part shall first be adjusted no more than necessary to make it valid, while staying as close as possible to what it originally meant. If it cannot be adjusted, it shall be removed, and the rest of this Agreement remains in force. 21.2 A party's failure or delay in enforcing any right, power, or remedy under this Agreement does not mean they are giving up that right. Any waiver of a breach or a right must be explicitly stated in a written document signed by the party granting the waiver. A waiver given in one instance applies only to that specific event and does not act as a continuing waiver for future breaches.

These Terms, together with the General Terms of Use, Crowdfunding Terms of Use (which will come live soon), applicable Product Terms, Risk Disclosure, and our agreement with our sponsoring Broker/Dealer, make up the full agreement governing your use of FinVest.

Any notice under this Agreement shall be in writing and may be delivered by email, courier, or other electronic means to the address last notified by the receiving Party. Notice sent by email shall be deemed received on the date of transmission, provided no delivery failure notice is received. Physical delivery remains valid but is not required.

Thamani Email: Help@thamani.com Address: 21 Covenant Estate, Chief Yesufu Abiodun Road, Oniru, Victoria Island, Lagos State Telephone: +234 806 232 5844