Cloud Toronto\u00a0Primary LLC (\u201cwe<\/strong>\u201d, \u201cus<\/strong>\u201d, \u201cour<\/strong>\u201d, \u201cSE Primary<\/strong>\u201d) is a registered broker-dealer with the U.S. Securities and Exchange Commission (\u201cSEC<\/strong>\u201d), and a member of the Financial Industry Regulatory Authority (\u201cFINRA<\/strong>\u201d) and the Securities Investor Protection Corporation (\u201cSIPC<\/strong>\u201d).<\/p>\n\n\n\n Brokerage and investment advisory services and fees differ, and it is important for you to understand the differences. Free and simple tools are available to research firms and financial professionals at Investor.gov\/CRS<\/a>, which also provides educational materials about broker-dealers, investment advisers, and investing.<\/p>\n\n\n\n Relationships and Services<\/strong><\/p>\n\n\n\n SE Primary facilitates the offerings of investments to retail investors through our online platform,\u00a0CloudToronto.com<\/a>. The investments available to you are primarily Regulation A+ and less frequently, Regulation D 506(c) offerings. A particular risk to our business model is that we do not offer a diversified menu of investments; we only make available to you Regulation A+ and private securities offerings with respect to which we serve as managing dealer or placement agent, and the scope of our product offering is therefore limited. Additional information about what a Regulation A+ offering is can be found at:\u00a0https:\/\/www.sec.gov\/smallbusiness\/exemptofferings\/rega<\/a>.<\/p>\n\n\n\n SE Primary also offers the ability for retail investors to buy and sell securities through Cloud Toronto\u00a0Secondary, an alternative trading system, regulated by the SEC and operated by SE Primary. Additional information about Cloud Toronto\u00a0Secondary can be found at:\u00a0https:\/\/www.cloudtoronto.com\/investor-faq.<\/a>\u00a0In addition, SE Primary offers a bulletin board platform (\u201cSE Bulletin Board<\/strong>\u201d) on which users can indicate interests to buy or sell shares of companies that previously offered shares through Reg CF or Reg A offerings and can communicate with each other regarding the same. The SE Bulletin Board is distinct and separate from Cloud Toronto\u00a0Secondary. In order to access Cloud Toronto\u00a0Secondary or the SE Bulletin Board, you may need to be a member of the Cloud Toronto\u00a0Owner\u2019s Bonus program which has a $275 annual fee (\u201cSE Owner\u2019s Bonus<\/strong>\u201d).<\/p>\n\n\n\n Investments in all securities that we can make available to you through our various services are speculative, illiquid, and involve a high degree of risk, including the possible loss of your entire investment.<\/p>\n\n\n\n SE Primary may provide recommendations to you in certain instances; however we will not provide you with personalized advice based on your portfolio as to whether you should make or continue to hold a particular investment or as to which type of investments may be better suited for you. We will also not monitor any investments made or held by you, including on Cloud Toronto\u00a0 Secondary.<\/p>\n\n\n\n Conversation Starters. Ask your SE Primary financial professional:<\/strong><\/p>\n\n\n\n Fees, Costs, Conflicts and Standard of Conduct<\/strong><\/p>\n\n\n\n You will pay fees and costs whether you make or lose money on your investments. Fees and costs will reduce any amount of money you make on investments over time. Please make sure you understand what fees and costs you are paying.<\/p>\n\n\n\n If I invest in Regulation A+ or Regulation D offerings through SE Primary, what will I pay:<\/em>\u00a0The\u00a0Offering Circular<\/strong>\u00a0or\u00a0Private Placement Memorandum<\/strong>\u00a0provided with each issuer\u2019s offering has valuable information about fees, a company\u2019s history, financial statements, conflicts of interest, and other important facts. It is highly recommended for you to read the\u00a0Offering Circular<\/strong>\u00a0or\u00a0Private Placement Memorandum<\/strong>, as applicable, prior to investing with any issuer listed on the Cloud Toronto\u00a0website.<\/p>\n\n\n\n The fees charged by SE Primary in connection with each Regulation A+ and Regulation D offering are often paid for by the issuer out of the proceeds of the offering. In certain cases, investors may pay a convenience fee to SE Primary in excess of their investment amount of up to 3.5% of their investment. For example, if an offering is charging this fee, an investment of $100 will cost the investor $103.50. Whether or not this fee is being charged for a given offering can be found in the Offering Circular<\/strong> or Private Placement Memorandum<\/strong>, as applicable.<\/p>\n\n\n\n If I buy or sell securities on Cloud Toronto\u00a0Secondary or SE Bulletin Board through SE Primary, what will I pay:<\/em>\u00a0The Subscriber Agreement that is signed during the investment account creation process has valuable information about fees and terms of use of Cloud Toronto\u00a0Secondary. It is highly recommended for you to read the Subscriber Agreement prior to buying or selling shares on Cloud Toronto\u00a0Secondary.<\/p>\n\n\n\n The fees charged by SE Primary in connection with either the purchase or sale of securities on Cloud Toronto\u00a0Secondary or SE Bulletin Board may be up to 5% of the transaction for both the buyer and the seller. In addition, membership in the SE Owner\u2019s Bonus program, which has an annual fee of $275, may be required for access to both Cloud Toronto\u00a0Secondary and the SE Bulletin Board.<\/p>\n\n\n\n Conversation Starters. Ask your SE Primary financial professional:<\/strong><\/p>\n\n\n\n What are your legal obligations to me when providing recommendations? How else does your firm make money and what conflicts of interest do you have?<\/strong><\/p>\n\n\n\n When we provide you with a recommendation<\/strong>, we have to act in your best interest and not put our interest ahead of yours. At the same time, the way we make money creates some conflicts with your interests. You should understand and ask us about these conflicts because they can affect the recommendations we provide you. Here are some examples to help you understand what this means.<\/p>\n\n\n\n Conversation Starters. Ask your SE Primary financial professional:<\/strong><\/p>\n\n\n\n How do your financial professionals make money?<\/strong><\/p>\n\n\n\n Our financial professionals earn a salary and a bonus based on performance. The amount of the bonus is based on a variety of factors\u2014such as the performance the financial professional, the performance of SE Primary\u2019s business and the growth in revenue. The receipt of compensation influences the advice or recommendations that our financial professionals make to clients. Our financial professionals do not receive any type of transaction-based compensation.<\/p>\n\n\n\n Although your financial professional must make recommendations and provide advice that is in your best interest, their bonus structure may encourage your financial professional to act in a way that maximizes his or her compensation.<\/p>\n\n\n\n Do you or any of your associated persons have legal or disciplinary history?<\/strong><\/p>\n\n\n\n No. Visit Investor.gov\/CRS<\/a> for a free and simple search tool to research us and our financial professionals.<\/p>\n\n\n\n Conversation Starters. Ask your SE Primary financial professional:<\/strong><\/p>\n\n\n\n Additional Information<\/strong><\/p>\n\n\n\n If you would like additional, up to date information or a copy of the most recent Form CRS, please visit our website at\u00a0https:\/\/www.cloudtoronto.com\/form-crs<\/a>. SE Primary\u2019s Form CRS is available upon request by calling 1-800-861-1536.<\/p>\n\n\n\n Conversation Starters. Ask your SE Primary financial professional:<\/strong><\/p>\n\n\n\n\n
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Revenue Item<\/th> Item Description<\/th> Incentives or Conflicts Created<\/th><\/tr><\/thead> Revenue:
<\/strong>We receive fees from Regulation A+ and
Regulation D sales<\/td>Placement fees received from an issuer
selling securities through SE Primary <\/td>We receive placement fees from issuers
when you invest in Regulation A+ or
Regulation D offerings. Higher sales
increase the placement fees we receive. <\/td><\/tr> Additional Compensation:
<\/strong>We may receive warrants of up to 5%
from an offering.
The amount of warrants we receive from
an issuer is based upon the total amount
raised by SE Primary<\/td> The Offering Circular<\/strong> for each issuer
marketed on our website describes
additional compensation (warrants) we
may receive.
READ<\/strong> the Offering Circular<\/strong> before
investing<\/td>Warrants we may receive have a holding
period for a specified time frame. If we
exercise (purchase) those warrants after
the holding period, dilution occurs for all
shareholders. <\/td><\/tr>Revenue:
<\/strong>You will pay us commission fees from
the secondary sale of securities on
Cloud Toronto\u00a0Secondary or the SE
Bulletin Board\u00a0<\/td>Up to 5% of the price of the
securities sold on Cloud Toronto\u00a0
Secondary from the buyer and seller
each.\u00a0<\/td>SE Primary offers Regulation A+ offerings
which may later trade on Cloud Toronto\u00a0
Secondary or the SE Bulletin Board, and
we will receive fees from their trading
activity.\u00a0<\/td><\/tr><\/tbody><\/table><\/figure>\n\n\n\n\n
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