Massachusetts Securities Division Consent Order against John W. Sullivan

1 COMMONWEA LTH OF MASSAC HUSETTS OFFICE OF THE SECR ETARY OF THE COMM ONWEALTH SECURIT IES DI VISION ONE ASHB URTON PLACE, RO OM 17 01 BOSTO N, MASSACHUSE TTS 02 108) IN THE MATTER OF:)) JOHN W. SULLIVAN,) JAVE LIN SECURITIES, LLC, and) OZONE CAP ITAL MARKETS, LLC)) Docket No. E-2025-0575 RESPONDENT S.)) CONSENT O RDER I. PRELIMINARY S TATEMENT This Consent Order (the “Order”) is entered into b y the Securities Division of the Office o f the Se creta r y of the Co mmonw ealth of Mass achusett s (the “Divi si on”) and J ohn W. Sullivan (“Sullivan”), Javelin Securities, LLC (“Javelin Securities”), and Ozone Capital Markets, LLC (“OZCM”) (collectivel y, Sullivan, Javelin Securities, and OZCM, “Respondents”) with respect to the above - captioned investigation by the Enforcement Section of the Division into whether Responde nt s’ acts and practi ces cons titu ted vio lat ions of the Mas sach usetts Uni form S ecuriti es Act, M ass. G en. L aws c. 110A (th e “Act ”), and the regulations promulgated thereunder at 950 CMR 10.00-14.413 (the “Regulation s”). Th e Division conc luded that Respondents engaged in acts and pr actices in violation of Section 204 of the Act where by Respondents (1) failed to make prope r disclosures in connection with certain marketing ef forts; (2) employed and failed to adequate l y supervise an

2 individual ba rred fro m the securities industry; and (3) faile d to maintai n proper books and records. On August 22, 2025, Respondents submitted an Offer of Settlement (the “Offer”) to the Division. Respondent s a dmit the Statement of Facts s et forth in Section V I below and neither admit nor deny the Violations of Law set forth in Section V I I below, and consent to the entry of this Order by the Division, consistent with the language and terms of the Offer, settling the above - captione d investigation, E- 2025-0575, with prejudice. Pursuant to M ass. G en. L aws c. 110A, § 412(b), this Order “ is necess ar y or approp riate in the public interest or for the prote ction of investors and consistent with the purpose s fairly intended by the policy and provisions of [the Act ].” II. JURISDICTI ON AND AUTH ORITY 1. The Division has j urisdiction over matte rs rela ted to secur ities pursua nt to the Ac t and Regulations. 2. The Offe r was made and this Order is en tered in accordan ce with t he Act and Section 10.10 of the Regulations. III. RELEVANT TI ME PER IOD 3. Excep t as oth erwis e exp ressl y stated, the a cts and pra ctices des cribed herei n occurred during the approx imate time period of January 1, 2021 to January 31, 2024 (the “Relevan t Time P eriod”). IV. RESPONDENT S 4. Javel in Secu riti es, LLC (“Javelin Se curities”) is a limited liabili ty company organized under the la ws of Delaware on August 22, 2000. Javelin Securities has a Financial Industry Regulatory Authority (“FINRA”) Central Registration Depository

3 (“CRD”) number of 107473. J avelin Securities has a principal place of business located in Massachuse tts. Ja veli n Securi ties b ecame regist ered as a brok er - de aler in Mass achusett s on June 15, 2020. 5. John W. S ullivan (“Sullivan”) is an individual residing in Massac husetts. Sullivan has a FINRA CRD number of 2417280. Sullivan was registered with multiple firms as a broker- dealer agent in Massachusetts from 2000 t o 2013. Sullivan was registered with Javel in Secu riti es as a b roker - dealer agent in Massachusetts from June 15, 2020, until January 31, 2024. Sullivan is the sole owner of JWS Properties, LLC. Sullivan contro ls JWS Properties LLC, Ozone Capital Markets, LLC, and Javelin Securities. 6. Ozone C apital Markets, LLC (“OZCM”) is a limited liab ility c ompany org anized under the laws of Delaware on June 14, 2020. OZCM has a principal place of business located i n Mass achus etts. Since September 2019, OZCM owned 100% of J avelin Securit ies. V. RELATED P ARTIES 7. JWS Properties, LLC (“JWS”) is a limited liab ility company organized u nder the laws of Massachusetts on February 27, 2017. JWS owns 50% of OZCM. 8. Related LLC (“Relat ed LLC”) is a limited liabili ty c ompany organize d under the laws of Delaware on November 4, 2019. Related LLC owns 50% of OZCM. 9. Register ed Pers on (“Re gist ered Pers on”) is an individual residing in Connecticut. Register ed Pers on was registere d with multiple firms as a broker - dealer agen t in Massachu setts at various times between 1996 and 2004. Registered Person w as regis tered with J avelin S ecurit ies as a broker - dealer agent in Massac husetts from March 21, 2023 until January 31, 2024.

4 VI. STATEMENT OF F ACTS A. OZCM and Javelin Securities Engaged Investors in Certain Tax Advan taged S ecurit ies Tra nsacti ons 10. Javelin Securities is an introducing securities broker- dealer. J aveli n Securi ti es was a FINRA member firm throughout the entirety of the Relevant Time Period. Javelin S ecuritie s withdrew its registra tion with FI NRA, effective April 1, 2024. 11. On May 8, 2014, Sullivan became Javelin Securit ies’ designated principal. During the Rel evant Ti me Peri od, he was als o its chief c omp liance off icer. 12. Javelin Secur ities is wholly - own ed b y OZCM. Sullivan owns 50% of OZCM through JWS. Registered Person owns the remaining 50% through Related LLC. 13. Sometime in 2019, Javelin Securities’ business model started to focus on private placements that could take advantage of certain incentives provided under the 2017 Tax Cuts and Jobs Act. 14. The 2017 Tax Cuts and Jobs Act established a program which aimed to increase long- term priv ate investment in certa in economically - distres sed areas ref erred t o as opportunity zones (“Opportunity Zones”). 15. Since 2019, Jav elin S ecuriti es’ sol e source of rev enue h as been commi ssion s earned on the s ale of pri vate p lacem ents. 16. In June 2020, Respondents beg an using a website managed by OZCM to inform investors about the Opportunity Zone program and the tax advantages of inv esting in Opportunity Zone projects.

5 B. Respo ndents Used OZCM to Mark et Jav elin S ecuriti es’ Deal s Without Adequat e Dis closur es 17. During the Relevant Time Period, OZ CM’s websi te (OzoneCapMarkets.com) listed information concerning private placement and Opportuni t y Zone de als, including initially certain deals with no relationship to Javelin and then later deals connected to Javelin. 18. The website characterized OZCM as “an independent consultin g firm helping individuals identify and connect with Qualified Opportunity Zone (QOZ) projects.” 19. The website also described OZCM as providing “unbiased project listings.” 20. On the OZCM website, visitors could submit a contact form to request further information and be contacted by a representative. 21. The OZCM w ebsite fa iled to adequatel y discl ose th e relatio nship between J aveli n Securit ies and OZCM o r that Jav elin S ecuriti es woul d receiv e commi ssio ns on cert ain deals liste d on the OZCM w ebsite. C. Respo ndents P erm itted an I ndi vidual Barred from the S ecurit ies Industry to be Involve d wi th its Securi ties Bu siness 1. Consultant is Convicted and Sentenc ed for Federal Securities Fraud 22. In 20 18, following a jury trial in the Unite d States Distr ict Court f or the District o f Massachusetts, Consultant was convicted of (1) Cons piracy to Commit Offenses Against the United States; (2) Securities Fraud; and (3) Wire Fraud and sentenced to eighteen (18) months in prison, to be followed by two years of supervised release. 23. The special conditions of Consultant’s supervised release prohibited him from engaging in any business that would allow him to act as a financial broker or trader or “otherwise place an employer and/or client at risk” based on his offenses.

6 24. In 2020, the United States Court of Appeals for the First Circuit affirmed Consultant’s convictions. 25. Consultant was subsequently ordered to begin servi ng the incarceration portion of his sen tence. 26. After being incarcerated for appr oximatel y six (6) months, in early 2021, Consultant was released to home confinement due to the COVID-19 pa ndemi c. 27. In e arl y 2021, Consultant was barred from associating with any broker - deal er b y the United States Secu rities and E xchange Commissio n. 2. Consultant’s Role at Javelin Securities 28. In the Spring of 2021, Consultant began working with OZCM to provide consulting serv ices and the n later starte d to provide ser vices to Javelin Sec urities with h is responsib ilities gr adually incre asing over time. 29. On September 21, 2021, Consultant entered into a consulting agreement with Javel in Secu riti es accordi ng to wh ich h e was to pr ovide “IT and other services.” 30. Consultant’s role was not limited to IT services and Consultant soon became involved in the day - to - day operations of Javelin Securities, working closely with Sullivan to manage de als, co ordin ate with register ed repr esent atives, and eng age wit h manag ement at differ ent i ssuers. 31. Consultant became the highest- paid individu al aff iliated with Javelin Sec urities.

7 D. Javeli n Secu rities Fai led to Esta blish a nd Mai ntain Supervisory Syste m s Reasonably Des igned to Achieve Compl iance with Applica ble Securi ties La ws, Regulations, and FINRA Rules 1. Javelin Securities Faile d to Properly Superv ise the Activities of an Individual Barred from the Securities Industry 32. Respondents were aware of Consultant’s conviction for crimes related t o securities fraud at the time he began providing services to OZCM and later Javelin Securities. 33. Respondents failed to take meaningful steps to determine whether Consultant’s growing duties and responsi bilities were appropriate or establish policies related to the supervision of Consultant. 34. Respondents provided Consultant with nearly unre stricted access to Javelin Securitie s’ informa tion systems, in cluding inve stors’ pe rsonal identifia ble informatio n. 35. Respondents failed to implement a reasona ble system to l imit or monitor Consultant’s activities in connection with services he provided to Javelin Securities. 2. Javelin Securities Failed to Ensure an Agent Was Properly Regist ered 36. A Jav elin S ecuriti es regis tered repr esentat ive on thre e sep arate o ccasi ons conducted securities transactions with a single Massachusetts investor (“Investor A”) without being registered as a broker- dealer a gent i n Mass achuset ts. 37. Javelin Securities earned approx imately $73,500 in commissions on these transact ions. 38. Javel in Secu riti es’ writt en s upervis or y procedu res r equired that each n ew cu sto mer relationship be evaluated to ensure the representative involved in the transaction was properly registered.

8 39. Javel in Secu riti es failed to adequatel y p erfor m these ev aluati ons in connecti on with Investor A. 3. Respondents Failed to Maintain Accurate Books and Records and Properly Surveil Communications 40. During the Relevant Time Period, Javelin Securities did not adequately monitor its regist ered rep resent ati ves co nducti ng bus iness thr ough tex t mess ages on pers onal dev ices. 41. Registered representatives and other individuals working on behalf of Javelin Securit ies ex chan ged fre quent t ext m essages concern ing t he busi ness of J a velin S ecurit ies using personal devices. 42. Javelin Se curities’ written sup ervi sory procedures did not contain procedur es related t o the us e or ret en tion of tex t mess ages on p ersonal devic es. 43. Respondents did not maintain adequate s ystems to archive or monitor text messages. 44. When certain communications were requested by the Division, Respondents were unable to produce complete rec ords due to their failure to adequately archive business - related t ext m essages. VII. VIOLATIO NS OF LAW Count I – V iolations of Mass. Gen. Laws c. 110A, § 204(a)(2)(G) 45. Section 204 of the Act provides: The [S ]ecret ary ma y b y order imp ose an adm inis trativ e fine o r cens ure o r deny, suspend, or revoke an y registration or take any other appropriate action if he finds (1) that the order is in the public interest and (2) that the .. . registrant . . . :—. . . . (G) has enga ged in any unethical or dishonest conduct or practi ces in the securities . . . business . . . .

9 Mass. Gen. La ws c. 110A, § 204(a)(2)(G). 46. Respondents’ acts and practices, as described abo ve, constitute multiple violations of Section 204(a)(2)(G) of the Act. Count II – Violations of Mass. Gen. Laws c. 110A, § 204(a)(2)(J) 47. Section 204 of the Act provides: The [S ] ecretary ma y by order deny, suspend, or revoke an y registration if he finds (1) that the ord er is in the public inter est and (2) that th e. . . registrant. . . . (J) ha s failed reasonably to supervise agents, investment adviser repres entativ es or ot her em plo yees to assu re com pliance w ith [the Act] . . . . Mass. Gen. La ws c. 110A, § 204 (a)(2)(J). 48. Respondents’ acts an d pr actices, as d escrib ed abo ve, co nsti tute multiple violations of Section 204(a)(2)(J) of the Act. VIII. STATUT ORY BASIS FOR RE LIEF Section 407A of the Act provides: If t he [S ] ecretar y det ermines, after notice and opportuni ty for hearing, that any person has engaged in or is about to engage in any act or practice constituting a violation of any provision of [the Act] or any rule or o rder issued thereunder, he may order such person to ce ase an d des ist fro m such unlawful act or pra ctice and may take such aff irmat ive action, including the imposition of an administrative fine, the issuance of an order for an accounting, disgorgement or rescission or an y other such relief as in his judgment may be necessary to carry out the purposes of [the Act]. Mass. Gen. La ws c. 110A, § 407A(a).

10 IX. ORDER IT IS H EREBY ORDERED: A. Respondents are censured by the Division; B. Respondents shal l perm a nentl y cease and des ist f rom further acts and p ract ices in violation of the Act and Regulations; C. Re spondent John W. Sullivan shall not, for a period no less than one (1) year after the entry this Order, seek re gistration in Massachusetts as a(n) broker - deale r, broker deal er agent, investment adviser, investment advisor repr esen tativ e, and shall not associat e with, or act as a(n) brok er - dealer, broker dealer agent, investment adviser, investment advisor repres entativ e, Secu riti es and Ex chang e Comm issi on - registered investment adviser, an investment a dviser e xempted from r egist ration, a pe rson relying on an exclusion from the definition of investment adviser in any capacity, issuer, issuer agent, or as a partner, officer, director, or control person of any of the foregoing; D. Respondent Javelin Securities shal l be perm anentl y barred from offerin g or selli ng securitie s from or within Massachu setts; E. Respondents shall pay an a dministrative fine in the amount of two -hundred thousand dollars ($200,000.00 USD), for which they shall be jointly and severa ll y liable, to the Commonwealth of M assachus etts. The fi ne s hall be pai d in t wo pa yments as follows: the first p ayment in the amount of one hundred thousand dollars ($100,000.00 USD) shal l be paid w ithin fourteen (14) da y s of the entry this Order, and the second payment in the amount of one hundred t housand dollars ($100,000.00 USD) sh all be paid w ithin one hundred eighty (180) d ays of the entr y of this Ord er. Each p a yment s hall b e: (1) m ade b y United States postal money order, certified check, bank cashier’s check, bank money order,

11 or wire tr ansfer; (2) made pa yable to the Commonwealth of Massachusetts; (3) either hand - delivered or mailed to One Ashburton Place, Roo m 1701, Boston, Massachusetts 02108, or wired per Division instructions; and (4) submitted under cover letter or other document ation tha t identifies the payor making the payment and the docket number of the proceedings. Additionally, Respondents shall provide the Division with noti ce no less than forty -eight (48) hours prior to each p a ym e nt; F. Respondent s shall not claim, a ssert, or apply for a tax deduction or tax credit with regard t o an y state, federal, or lo cal t ax for any amounts that Respondents shall pa y pursuant to this Order; G. Respondents shall not seek or accept, directly or indirectly, reimbursement or indemnification, including, but not limited to, an y payments made pursuant to any insurance policy, with regard to any amount that Respondent s shall pay pursuant to this Order; H. An y Respondent who is the subject of a voluntary or involuntary bankruptcy petition within one (1) y ear of th e entr y of this Order shall provide w ritten notic e to the Division within five (5) days of the date of the petition; I. Any fine, pe nalt y, a nd/or money that an y R espondent shall pay in accordance with this Order is intended b y Respondent s and the Division to be a contemporaneous exchange for new value given to Respondents pursuant to 11 U.S.C. § 547(c)(1) (A) and is, in fact, a substantially contemporaneous exchange pursuant to 11 U.S.C. § 547(c)(1)(B); J. If Respondents fail to comply with a n y o f t he t e rms set forth in this Order, the Division may institute an action to have this ag reement declared null and void. Additionally, after notice and an oppor tunity for hearing, a nd the issuance of an order

12 finding that Respondent s have not complie d with the Ord er, the Division may move to have this Order declared null and void, in whole or in part, and re - institute the ass ociated investigation into Respondents’ acts and p ractic es; K. It is a violation of the Act and Regulations for Respondents to fail to compl y with any of the terms se t forth in this Order; and L. For good cause shown, the Division ma y agree to extend any of the procedural dates set forth above. Respondent s s hall make any requests for ex tensi ons of the d ates set f o rth above in writing to the Division. WILLIAM FRANCIS GALVIN SECRET ARY OF THE COMMONWEAL TH