This page provides important regulatory disclosures regarding the operations of Second Chair Advisory LLC ("Second Chair Advisory") and the Exit Lab platform network.
About Second Chair Advisory LLC
Second Chair Advisory LLC is a technology and marketing company that operates the Exit Lab platform network (including exitlab.com, exitlabhvac.com, exitlabhomecare.com, and associated subdomains). The Platform is a lead generation, educational content, and advisor introduction service. Second Chair Advisory LLC is not a broker-dealer, an M&A broker, a registered investment advisor, or a financial services firm. Second Chair Advisory LLC is a software and marketing platform operator.
This disclosure page exists because the Platform facilitates introductions between business owners and licensed M&A professionals, and because the regulatory framework governing those professionals is relevant to users of the Platform.
The M&A Broker Exemption: Why It Matters to You
The subscribing advisory firms that receive lead data through the Exit Lab platform may include M&A brokers who operate under the M&A Broker Exemption established by Section 15(b)(13) of the Securities Exchange Act of 1934, as amended by the Consolidated Appropriations Act of 2023 (effective March 29, 2023). [1]
This federal exemption permits qualifying M&A brokers to facilitate the transfer of ownership of eligible privately held companies without registering as broker-dealers with the U.S. Securities and Exchange Commission ("SEC"), provided certain conditions are met. [2]
We provide this disclosure so that business owners who use the Platform understand the regulatory context in which the advisory firms they may be connected with operate.
Role of Second Chair Advisory LLC
Operating the Platform Infrastructure
Second Chair Advisory LLC builds, maintains, and operates the technology infrastructure that powers the Exit Lab platform network, including content management, scanner tools, report generation, email delivery, and lead routing systems.
Generating and Routing Leads
The Platform generates leads through organic content marketing, valuation scanners, and educational resources. When a business owner completes the scanner and consents to data sharing, their information is routed to the subscribing advisory firm that holds the exclusive territory for that owner's region and industry vertical. Second Chair Advisory LLC receives subscription fees from advisory firms for this service.
Providing Educational Resources
The Platform provides valuation scanners, exit readiness assessments, financial calculators, industry guides, and related educational content. These tools generate educational estimates only and do not constitute professional valuations, appraisals, or opinions of value.
Facilitating Introductions
When a business owner requests a connection with an M&A advisor through the Platform, Second Chair Advisory LLC introduces the owner to the subscribing advisory firm assigned to their territory. Second Chair Advisory LLC does not participate in, manage, or direct any subsequent advisory engagement or transaction.
What Second Chair Advisory LLC Does Not Do
To ensure clarity regarding our role and regulatory position, Second Chair Advisory LLC does not:
| Activity | Status |
|---|---|
| Act as an M&A broker or facilitate the sale or transfer of any business | Not performed |
| Receive, hold, transmit, or have custody of funds or securities exchanged in any transaction | Not performed |
| Provide financing related to the transfer of ownership of any business | Not performed |
| Bind any party to a transfer of ownership | Not performed |
| Act as a registered broker-dealer | Not applicable |
| Provide investment advice or act as a registered investment advisor | Not performed |
| Negotiate transaction terms on behalf of any party | Not performed |
| Represent either buyer or seller in any transaction | Not performed |
| Receive transaction-based compensation, success fees, or commissions tied to the closing of any deal | Not performed |
| Facilitate transactions involving publicly traded companies | Not performed |
Compensation Disclosure
Second Chair Advisory LLC receives revenue through the following channels:
(a) Subscription Fees. Advisory firms, M&A brokerages, and private equity groups pay recurring subscription fees for exclusive access to lead data within assigned territories and industry verticals.
(b) Platform Fees. Fees for premium assessments, enhanced reports, or other paid services offered through the Platform.
(c) Data Licensing. Revenue from the licensing of anonymized, aggregate data for market research and industry reporting purposes.
Second Chair Advisory LLC does not receive transaction-based compensation, success fees, finder's fees, or commissions tied to the closing of any M&A transaction. The subscription fees paid by advisory firms are for access to the Platform and lead data, not for brokerage services.
Subscribing Advisory Firms
The M&A professionals introduced through the Exit Lab platform are independent subscribing firms that maintain their own regulatory compliance, licensing, and professional obligations. Second Chair Advisory LLC does not control, direct, or supervise the professional activities of subscribing firms.
Subscribing firms that engage in M&A brokerage activities are independently responsible for their own compliance with applicable federal and state securities laws, including but not limited to:
(a) The M&A Broker Exemption under Section 15(b)(13) of the Securities Exchange Act of 1934, if applicable to their activities.
(b) State broker-dealer registration requirements ("blue sky" laws) in each state where they operate.
(c) All applicable anti-fraud provisions of the federal securities acts, including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder.
(d) The Telephone Consumer Protection Act ("TCPA") and CAN-SPAM Act with respect to their communications with leads received through the Platform.
(e) All applicable state consumer protection and privacy laws, including the California Consumer Privacy Act as amended by the California Privacy Rights Act ("CCPA/CPRA").
An introduction facilitated by the Exit Lab platform does not constitute an endorsement, recommendation, or guarantee of any subscribing firm's regulatory status, qualifications, or competence. Business owners are responsible for conducting their own due diligence before engaging any advisory firm.
Eligible Privately Held Companies
For reference, the M&A Broker Exemption applies to transactions involving "eligible privately held companies," defined under the statute as companies that: [3]
(a) Do not have any class of securities registered, or required to be registered, under Section 12 of the Securities Exchange Act of 1934, and are not subject to reporting requirements under Section 15(d) of the Exchange Act.
(b) In the fiscal year ending immediately before the fiscal year in which the M&A broker is engaged, had either earnings before interest, taxes, and amortization ("EBITA") of less than $25 million, or gross revenues of less than $250 million. These thresholds are subject to adjustment every five years for inflation.
The Exit Lab platform is designed to serve business owners who own privately held companies. The Platform does not facilitate transactions involving publicly traded companies.
Important Limitations
State Securities Laws. The federal M&A Broker Exemption does not preempt state securities laws. M&A brokers, including subscribing advisory firms introduced through the Platform, may be subject to additional registration or licensing requirements under the securities laws of individual states. [4]
Anti-Fraud Provisions. The anti-fraud provisions of the federal securities acts, including Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, continue to apply to all parties, including M&A brokers operating under the exemption.
No Legal Advice. This disclosure is provided for informational purposes only and does not constitute legal advice. Business owners and advisory firms should consult their own legal counsel regarding the applicability of the M&A Broker Exemption and compliance with applicable securities laws.
Platform Limitation. Second Chair Advisory LLC does not verify, audit, or guarantee the regulatory status of any subscribing advisory firm. The Platform routes leads based on territory and industry assignments. It is the responsibility of each subscribing firm to maintain its own regulatory compliance.
Contact Information
If you have questions about this disclosure or the regulatory framework under which Second Chair Advisory LLC operates, contact us at:
References
[1] Consolidated Appropriations Act, 2023, Pub. L. No. 117-328, Section 15(b)(13) of the Securities Exchange Act of 1934.
[2] Phelps Dunbar LLP, "Who Qualifies Under the New Exemption for M&A Brokers?" (March 21, 2023). phelps.com
[3] Foster Swift Collins & Smith PC, "New Federal Registration Exemption for M&A Brokers of Eligible Privately Held Companies" (October 4, 2023). fosterswift.com
[4] Finalis Inc., "Spotlight on the New M&A Broker Exemption" (February 9, 2026). finalis.com
This M&A Broker Exemption Disclosure applies to all websites and services operated under the Exit Lab brand by Second Chair Advisory LLC, including exitlab.com, exitlabhvac.com, exitlabhomecare.com, and all associated subdomains.