This Pricing and Valuation Disclosure (“Disclosure”) has been prepared by Brean Capital, LLC (“Brean”) and is being provided at the specific request of the recipient (the “Recipient”). By reviewing or relying on the information contained herein (the “Information”), the Recipient acknowledges and agrees to the following terms and conditions:

  1. Nature of Information
    2. The Information reflects Brean’s views as of the date provided and is subject to change or withdrawal at any time without notice. It may rely on outdated data, subjective estimates, and proprietary models that differ from those used by others. Brean is under no obligation to update or revise the Information.

  2. Limitations and Use
    3. The Information:
    • May not align with Brean’s internal books, records, or theoretical valuation models;
    • May omit key valuation inputs, assumptions, or adjustments;
    • Does not represent firm bids, offers, executed prices, or actionable quotations;
    • May vary materially from prices available from other sources;
    • Is not indicative of liquidation value, market price, or transaction terms.
    The Information does not account for liquidity, position size, volatility, hedging costs, bid-ask spreads, or credit considerations. Actual market values may differ significantly from the estimates provided.

  3. No Offer or Solicitation
    4. The Information is provided for informational purposes only and does not constitute an offer to sell, or a solicitation of an offer to buy, any securities or financial instruments. It should not form the basis of any investment decision.

  4. Modeling and Assumptions
    5. The Information may not reflect all structural or economic features of the referenced securities, including, without limitation, cash flow priorities, call features, or prepayment scenarios. Brean reserves the right to revise assumptions or methodologies at its sole discretion. Any reliance on the Information for valuation purposes is solely at the risk of the Recipient.

  5. Fees and Conflicts of Interest
    6. The value of the securities described may be adversely impacted by structuring fees, placement fees, or other compensation paid or payable to Brean in connection with the transaction.

  6. No Reliance or Liability
    7. Brean does not accept responsibility for the use of this Information, including its use in preparing financial statements, regulatory reports, or internal books and records. The Information is not intended to serve as accounting, legal, tax, or regulatory advice. Recipients are encouraged to consult with their own advisors before relying on the Information for any purpose.
    Brean, its affiliates, and personnel disclaim all liability for any losses, damages, or expenses (whether direct, indirect, or consequential) arising from the use of or reliance on the Information. No reliance may be placed on Brean or the Information for any purpose.

  7. No Fiduciary Duty
    8. Unless expressly agreed to in writing, Brean does not act as a fiduciary or advisor. Brean, its affiliates, and associated persons may hold positions in, or provide investment banking or advisory services to, the issuers of securities referenced herein.

  8. Confidentiality
    9. This document is confidential and may not be reproduced, distributed, or disclosed to any third party without the prior written consent of Brean.

  9. Termination of Access
    10. Brean reserves the right to discontinue the provision of Information to any Recipient at any time, without notice or obligation.
Brean Capital, LLC is a registered U.S. broker-dealer, a member of FINRA and SIPC, and is licensed with various state securities regulatory authorities.