{"id":"court_sdny_612_6","court":"SDNY","case_no":"","doc_number":612,"sub_number":null,"doc_type":"DOC","filed_date":null,"title":"SDNY ECF 612","summary_zh":null,"summary_en":null,"body_en":"CasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-76- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 11 ooff 1145\nBy Email to bradford.geyer@formerfedsgroup.com\nBradford L. Geyer\nFormerFedsGroup.Com LLC,\n141 I Route 130 South\nSuite 303\nCinnaminson, NJ 08077\n21 December 2023\nDear Sir\nHimalaya International Clearing Limited (\"Himalaya Exchange\")\nWe refer to our letter dated 12 December 2023. As you know, we act for Himalaya Exchange.\nAs foreshadowed by that letter, please find enclosed herein: (1) an independent expert report dated 21\nDecember 2023 produced by Mazars LLP; and (2) a witness statement from Sam H Claydon, a Partner\nin this firm, to file with the Court today.\nIf you have any questions, please do not hesitate to contact us.\nFor the avoidance of doubt, if and to the extent that this letter or its enclosures are disclosed to any\nthird party, nothing in this letter or those enclosures is intended to nor does it waive any applicable\nprivilege. Further, if and to the extent that this letter or its enclosures is disclosed to any third party, and\nto the extent that it is later determined that this letter or any of its enclosures does contain a waiver of\nprivilege in relation to the information above, we do not intend to nor do we make any wider waiver of\nany applicable privilege in relation to our instructions or our work product.\nYours faithfully\nCANDEY\nEncl.\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-76- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 12 ooff 9145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-76- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 23 ooff 9145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-76- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 34 ooff 9145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-76- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 45 ooff 9145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-76- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 56 ooff 9145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-76- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 67 ooff 9145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-76- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 78 ooff 9145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-76- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 89 ooff 9145\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-67 - 3 F Fileilde d0 41/20/42/12/52 3 PPaaggee 190 o of f9 145\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 1 F Fileilde d0 41/20/42/12/52 3 PPaaggee 111 o of f5 145\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 1 F Fileilde d0 41/20/42/12/52 3 PPaaggee 122 o of f5 145\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 1 F Fileilde d0 41/20/42/12/52 3 PPaaggee 133 o of f5 145\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 1 F Fileilde d0 41/20/42/12/52 3 PPaaggee 144 o of f5 145\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 1 F Fileilde d0 41/20/42/12/52 3 PPaaggee 155 o of f5 145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 11 6o fo 1f 0145\nDemonstration of the\nClient Onboarding\nand Compliance Process\nJune 2022\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 21 7o fo 1f 0145\nOur Team Our CDD Process\nHere at Himalaya Exchange, we are committed to protect  Customer Registration Process\nour customers and crypto community.\n\nIdentification and Verification\nHimalaya Exchange aims to set the crypto industry standard\nfor Know Your Customers.\n\nName Screening\nOur compliance teams are located in United Kingdom and\n\nRisk Assessment\nAustralia and provide compliance services to the group.\nMost of our compliance team members have more than 5  Auto Approval, Auto Rejection and Manual Risk Review\nyears compliance experience in leading international banks\nand crypto companies.  Ongoing Due Diligence\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 31 8o fo 1f 0145\nCustomer Risk Approval and On Going\nID&V Screening\nRegistration Assessment Escalation Monitoring\nCustomer Registration Process (Individual)\nDocument and\nCreate User Security Email & SMS KYC\nFacial\nAccount Questions Setup Verification Questionnaire\nVerification\n Create Username  Create Security Questions  Send One Time Password  KYC Questionnaire for  ID Document submission\n(OTP) to both registered customer to provide\n Customer Info  Security Questions add an email address and phone customer profiles.  AI verification on the\n (Name, DOB ) extra layer of customer number to authorise the customer’s identity and\nprotection to the account creation  Provides the basis for initial biometric information\n Residence and citizenship. authentication process. Financial Crime Risk Rating. (facial recognition).\n Risk Based Approach for\nfurther verification e.g.\nbank statements / SoW /\nSoF.\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 41 9o fo 1f 0145\nCustomer Risk Approval and On Going\nID&V Screening\nRegistration Assessment Escalation Monitoring\nCustomer Registration Process (Corporate)\nCompany\nAcceptable Customer Document\nAppointed Manual Review (EDD)\nType Check List\nRepresentative\n Appointed Representative  Based on the result of the Business  Due Diligence is conducted on the  Every Corporate customers undergoes\nregisters an account with Risk Analysis, Himalaya Exchange corporate entity. EDD regardless of their initial Financial\nemail address, password. only accepts the following legal Crime Risk Rating.\nentities:  Key documents to verify the\n Same registration process as ultimate ownership structure and  In addition to the main party (the legal\n- Personal Investment\nIndividual including Security legal status like: entity), the connected parties have to\n- Companies (PIC)\nQuestions setup. go through complete KYC process and\n- Corporate and Partnerships\n- Certificate of Incumbency provide POA. For example, UBO with\n- Trusts\n- Board Resolution\n10% or above ownership, Directors,\n- Funds\n- Organisation Chart, etc .\nAuthorised Representative. For Trust -\nSettlor, Protector, Beneficiary, etc.\n For merchant account, an extra due-\ndiligence process will be adopted due\nto the high risk nature.\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 52 0o fo 1f 0145\nCustomer Risk Approval and On Going\nID&V Screening\nRegistration Assessment Escalation Monitoring\nIdentification and Verification (ID&V) , Screening\n\nIdentification and Verification. Customer provides\nname, address and relevant data from our secured\nonline portal. Customer’s identity is verified against\nthe government issued ID card. AI powered facial\nrecognition is used to ensure the picture in ID\nmatches selfie picture.\n\nProof of Address. Customer address is manually\nverified against the bank statement, government ID,\nand utility bills\n\nName Screening is performed against PEP\n(Politically Exposed Person), Sanctions, Adverse\nMedia to fully compliant with AML regulations.\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 62 1o fo 1f 0145\nCustomer Risk Approval and On Going\nID&V Screening\nRegistration Assessment Escalation Monitoring\nBusiness Risk\nRisk Identified Description Controls in Place Reflected in Customer Risk Model\nProduct Risk • Crypto Exchange • Identification, verification, full KYC data required for • Expected deposit level\n• Payment App all users\n• Merchant\nCustomer Type Risk Individual Customers • Identification, verification, full KYC data required for • Risk factors include employment, business sectors\n• Individuals across the globe all users\n• High Net Worth Individuals • Additional risk loading for customer for investment\n• PEPs • Name Screening against sanctions, PEP, adverse vehicles and complex structures.\nmedia\nCorporate Customers\n• Personal Holding Companies • Enhanced due diligence for higher risk customers\n• Trusts (verification of employment, source of funds)\n• Funds\n• Investment Vehicles\n• Complex Structures\nDelivery Channel Risk Non-Face-to-Face • Jumio –Biometric verification against ID photo and\nselfie taken during onboarding\nGeographical Risk Clients with linkage to countries • Certain countries prohibited from registration • Residence country, citizenship, expected country of\nsubject to: origin of funds\n• Sanctions • Risk level assigned to each country according to\n• AML deficiencies listed by recognised global organisations (e.g. FATF\nFATF countries, Transparency International) and regularly\n• High level of corruption updated country risk score based on Corruption\nPerceptions Index (CPI).\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 72 2o fo 1f 0145\nCustomer Risk Approval and On Going\nID&V Screening\nRegistration Assessment Escalation Monitoring\nRisk Model Assessment\nGeography Risk Product Risk Transaction Risk Customer Risk\n Resident Country  Crypto Exchange  Planned annual deposit  Occupation Status\n Citizenship  Payment Product  Transaction Monitoring  Individual or Business\n Fund deposit to / receive from  Merchant / Peer-to-Peer Activity Areas\nAutomated Risk Assessment\nFraud Signals\nFinal Financial Crime Risk Rating\n Sanction List\nScore Classification  PEP Risk\n Adverse Media Coverage\n0-30 Low Manual Adjustment  Red flags from Manual Review\n31-59 Medium\n60-75 High\n75-99 Ultra-High\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 82 3o fo 1f 0145\nCustomer Risk Approval and On Going\nID&V Screening\nRegistration Assessment Escalation Monitoring\nApproval and Escalation Process\nMedium /  Monthly based sampling\nLow Risk  Review completed cases\nQuality Control\n Remediate Case or Offboard\n(Sampled Review)\ncustomers if needed\nAuto Approval  Identify thematic issues and\nsuggest correction measures\n(e.g. training / system\nenhancement )\nHigh\nRisk\nSelf Approval\nCompleted KYC\nManual Review\nProfiles\nUltra-High /\nProhibited Risk\nCustomer Review and\n Conduct EDD\nOnboarding (CRO) review\n Customer outreach to obtain\nSenior Manager\ndocuments to support\nReview\n- Source of Wealth  Consists of senior stakeholders of\n- Source of Funds\nHimalaya Exchange\n Provides guidelines for approval\n 4 eyes checking\nrequests and steers the risk appetite\n For PEP, special situations like\nAuto-Rejected of the firm\ncharity escalate to CRO\ncommittee review and approval\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 2 F Filieledd 0 142/0/241/2/253 PPaaggee 92 4o fo 1f 0145\nCustomer Risk Approval and On Going\nID&V Screening\nRegistration Assessment Escalation Monitoring\nOnboarded\nCustomers\nReverse Screening\nTransaction\nPeriodic Review\nMonitoring\nOngoing Due Diligence\nEvent Trigger\nSAR Reporting\nRefreshed KYC\nOffboarding Profiles\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-2 FFiilleedd 0142//0241//2253 P Paaggee 1 205 o of f1 1045\nDemonstration of the\nClient Onboarding and Compliance Process\nThank you.\nJune 2022\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 12 6o fo 5f 0145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 22 7o fo 5f 0145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 32 8o fo 5f 0145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 42 9o fo 5f 0145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 53 0o fo 5f 0145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 63 1o fo 5f 0145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 73 2o fo 5f 0145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 83 3o fo 5f 0145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 3 F Filieledd 0 142/0/241/2/253 PPaaggee 93 4o fo 5f 0145\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 305 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 316 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 327 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 338 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 349 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 450 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 461 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 472 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 483 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 1 494 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 405 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 416 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 427 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 438 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 449 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 550 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 561 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 572 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 583 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 2 594 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 505 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 516 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 527 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 538 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 549 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 650 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 661 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 672 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 683 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 3 694 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 605 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 616 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 627 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 638 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 649 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 750 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 761 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 772 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 783 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 4 794 o of f5 1045\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-3 FFiilleedd 0142//0241//2253 P Paaggee 5 705 o of f5 1045\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 17 6o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 27 7o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 37 8o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 47 9o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 58 0o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 68 1o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 78 2o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 88 3o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmumenetn 6t 1220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 98 4o fo 4f 4145\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 805 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 816 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 827 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 838 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 849 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 950 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 961 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 972 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 983 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 1 994 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 2 905 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 2 916 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 2 927 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 2 938 o of f4 1445\n\nCaCsea s1e: 213:2-c3r--c0r0-0101181-A8T-A T D Doocucummeennt 6t 21028-6-4 FFiilleedd 0142//0241//2253 P Paaggee 2 949 o of f4 1445\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 2150 0o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 2160 1o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 2170 2o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 2180 3o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 2190 4o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3100 5o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3110 6o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3120 7o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3130 8o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3140 9o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3151 0o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3161 1o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3171 2o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3181 3o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 3191 4o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 4101 5o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 4111 6o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 4121 7o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 4131 8o fo 4f 4145\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 4 F Filieledd 0 142/0/241/2/253 PPaaggee 4141 9o fo 4f 4145\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 112 o0f o2f0 145\nMERCANTILE BANK\nINTERNATIONAL CORP.\nONLINE CUSTODY & BANKING SERVICES AGREEMENT\nALL CLIENTS OF MERCANTILE BANK INTERNATIONAL CORP. (“MBI”)\nTHAT OPEN ACCOUNTS SHALL BE SUBJECT TO, AND SHALL BE BOUND\nBY, THIS ONLINE CUSTODY & BANKING SERVICES AGREEMENT.\nTHIS ONLINE CUSTODY & BANKING SERVICES AGREEMENT IS SUBJECT\nTO MODIFICATION BY MBI AT ANY TIME. REVISED TERMS SHALL BE\nEFFECTIVE IMMEDIATELY UPON PUBLICATION IN ELECTRONIC FORM ON\nMBI’S WEBSITE OR RECEIPT BY CLIENT VIA EMAIL.\nVERSION 2022-09\nLAST REVISED: 2020-06\n1\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 122 o1f o2f0 145\nTABLE OF CONTENTS\n1. DEFINITIONS\n2. OVERVIEW OF ONLINE BANKING SERVICES\n2.1. ACCOUNT APPLICATION AND APPROVAL\n2.2. INFORMATION YOU GIVE US AT ACCOUNT OPENING\n2.3. ACCOUNT INFORMATION\n2.4. NOT FDIC INSURED\n2.5. CHANGES TO THIS AGREEMENT\n2.6. ACCOUNT CLOSURES\n3. E-SIGN DISCLOSURE AND CONSENT\n3.1. INTRODUCTION\n3.2. ADDITIONAL DEFINITIONS THAT APPLY TO THIS SECTION\n3.3. RECORDS AND COMMUNICATIONS MAY BE PROVIDED IN ELECTRONIC FORM\n3.4. REQUESTING PAPER COPIES\n3.5. SYSTEM REQUIREMENTS\n3.6. WITHDRAWAL OF YOUR CONSENT\n3.7. UPDATING YOUR INFORMATION\n3.8 FEDERAL LAW\n3.9. TERMINATION OF THE E-SIGN DISCLOSURE PROVISION\n3.10. CONSENT TO RECEIVE ELECTRONIC RECORDS\n4. PRIVACY POLICY\n4.1. IN GENERAL\n4.2. THIRD PARTY DISCLOSURES\n4.3. ANONYMIZED CLIENT DATA\n4.4. DATA PROTECTION\n5. GENERAL TERMS\n5.1. ACCOUNT OPENING AND OWNERSHIP\n5.2. RELIANCE ON INFORMATION\n5.3. MANAGEMENT OF YOUR ACCOUNT\n5.4. ASSIGNMENT OF YOUR ACCOUNT\n6. CUSTODY ACCOUNT SERVICES\n6.1. OUR RELATIONSHIP WITH YOU\n6.2. INSTRUCTIONS REGARDING MANAGEMENT OF CUSTODIAL FUNDS\n6.3. MANAGEMENT OF FUNDS HELD IN CUSTODY\n6.4. ADDITIONAL CUSTODY ACCOUNT FEATURES\n6.5. NOT FDIC INSURED\n2\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 132 o2f o2f0 145\n6.6. LIMITATIONS ON WITHDRAWALS\n7. TRANSFER SERVICES\n7.1. FUNDING YOUR ACCOUNT\n7.2. LINKING EXTERNAL ACCOUNTS; EXTERNAL ACCOUNT TRANSFERS\n8. FUNDS AVAILABILITY\n8.1. WHEN ARE FUNDS AVAILABLE?\n8.2. PROCESSING TRANSACTIONS\n9. INSUFFICIENT FUNDS AND OVERDRAFT PROTECTION\n10. FEES & SET-OFF\n11. OTHER TERMS AND CONDITIONS\n11.1. ADDITIONAL DEFINITIONS THAT APPLY TO THIS SECTION\n11.2 BANK SECRECY ACT COMPLIANCE\n11.3. SUSPENSION OF SERVICES\n11.4 INVESTIGATIONS, GOVERNMENTAL AUTHORITIES AND LEGAL PROCEEDINGS\n11.5 SETOFF AND SECURITY INTEREST\n11.6. LIMITS ON LIABILITY\n11.7. CLIENT RESPONSIBILITIES, REPRESENTATIONS AND WARRANTIES\n11.8. CHOICE OF LAW AND DISPUTE RESOLUTION\n11.9. UNRETURNED OR ABANDONED PROPERTY\n11.10. TAXES\n11.11. MISCELLANEOUS\nSCHEDULE OF FEES\n3\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 142 o3f o2f0 145\n1. DEFINITIONS\nThe following terms and definitions apply when used in this Online Custody & Banking Services Agreement. Terms used but not\ndefined below shall have the meaning assigned to them in the Uniform Commercial Code. References to the Uniform Commercial\nCode are to the Uniform Commercial Code in the State of New York.\n“ACH” means the Automated Clearing House electronic funds transfer network.\n“Affiliates” means, with respect to any specified Person any other Person that controls, is controlled by, or is under common\ncontrol with such specified Person. As used herein, the term “control” means, with respect to any Person, the power, directly or\nindirectly, to direct or cause the direction of the management and policies of such Person, whether through the ability to exercise\nvoting power, by contract or otherwise.\n“Agreement” means this Online Custody & Banking Services Agreement, as amended, modified and supplemented from time\nto time.\n“Authorized Persons” means any Person authorized in writing by a Client of MBI pursuant to this Agreement to act as an agent\non the Client’s behalf in dealing with MBI.\n“Available Account Balance” means, the balance of funds in your Account available for transfer to an External Account subject\nto the limitations described in this Agreement. The Available Account Balance may be more or less than the amount of your\nposted balance. Please consult Section 8 of this Agreement for additional information on how we calculate the Available Account\nBalance.\n“Business Day” means any day in which financial institutions of the United States are open for business, unless otherwise\nspecified.\n“Cash Equivalents” means (a) securities issued, or directly, unconditionally and fully guaranteed or insured, by the United\nStates or any agency or instrumentality thereof (provided that the full faith and credit of the United States is pledged in support\nthereof) having maturities of not more than one year from the date of acquisition; (b) time deposits and certificates of deposit of\nany commercial bank having, or which is the principal banking subsidiary of a bank holding company organized under the laws\nof the United States, any state or province thereof or the District of Columbia having, capital and surplus aggregating in excess\nof $500,000,000 and a rating of \"A\" (or such other similar equivalent rating) or higher by at least one nationally recognized\nstatistical rating organization with maturities of not more than one year from the date of acquisition; (c) repurchase obligations\nwith a term of not more than 30 days for underlying securities of the types described in clause (a) above entered into with any\nbank meeting the qualifications specified in clause (b) above, which repurchase obligations are secured by a valid perfected\nsecurity interest in the underlying securities; (d) commercial paper issued by any Person incorporated in the United States rated\nat least A-1 or the equivalent thereof by Standard & Poor's Rating Service or at least P-1 or the equivalent thereof by Moody's\nInvestors Service Inc., and in each case maturing not more than one year after the date of acquisition; and, (e) investments in\nmoney market funds substantially all of whose assets are comprised of securities of the types described in clauses (a) through\n(d) above.\n“Client” means, at any time, a Person who is recorded in the books and records of MBI as the owner of an active Custody\nAccount.\n“Client Data” means, with respect to any Client, (i) data from or about such Client, and (ii) data about such Client’s use of the\nServices.\n“Custodian” means MBI in the capacity of Client’s appointed Custodian pursuant to this Agreement.\n“Custody Account” or “Account” means the record maintained on the books and records of Custodian of the Fiat Currencies\nand Digital Assets that Client has placed into the custody and possession of Custodian pursuant to the terms and conditions of\nthis Agreement subject to the direction of the Client and/or its Authorized Persons.\n“Custody Account Statements” means, with respect to any Client, statements of account for such Client’s Custody Account.\n“Custodial Funds” has the meaning given to such term in Section 6.2.\n“Digital Assets” means any virtual currency, token or other digital asset approved by MBI for deposit into Custody Accounts\nand as identified on MBI’s website or as otherwise notified to Client as “approved” pursuant to this Agreement.\n4\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 152 o4f o2f0 145\n“Domestic Person” has the meaning given to such term in Section 2.1.\n“E-SIGN Disclosure and Consent Agreement” has the meaning given to such term in Section 3.\n“External Client Account” means, with respect to any Client, any account maintained by such Client at a third party that is\napproved by MBI as a source or destination for transfers of Fiat Currencies or Digital Assets.\n“Fedwire” has the meaning given to such term in Section 7.1.\n“Fiat Currencies” means U.S. dollars and any other government-backed fiat currencies approved by MBI for deposit into\nCustody Accounts and as identified on MBI’s website or as otherwise notified to Client.\n“MBI” means Mercantile Bank International Corp., a Puerto Rico corporation, and its successors and permitted assigns.\n“Omnibus Account” has the meaning given to such term in Section 6.3.\n“Law” means any applicable constitutional provision, statute, act, code (including the Code), law, regulation, rule, ordinance,\norder, decree, ruling, proclamation, resolution, judgment, decision, declaration, writ, injunction, arbitral award or interpretative or\nadvisory opinion or letter of any Governmental Authority.\n“Patriot Act” has the meaning given to such term in Section 11.2.\n“Person” means any individual, company, corporation (including a non-profit corporation), sole proprietorship, general or limited\npartnership, limited liability company, joint venture, syndicate, estate, trust, association, organization, Governmental Authority,\nor other entity.\n“Posted Balance” means the balance of funds in an Account based solely on items that have been posted as credits or debits.\nUnlike the available balance, the posted balance does not reflect any holds placed on the Account. The posted balance may be\nmore or less than the amount of your Available Balance.\n“Services” has the meaning given to such term in Section 2.\n“SWIFT Payment” has the meaning given to such term in Section 8.1.\n“Subcustodians” has the meaning given to it in Section 6.2.\nThe words “we,” “our,” and “us” mean Mercantile Bank International Corp., affiliates, successors, and assigns.\nThe words “The words “you” and “your” mean each applicant, account owner and anyone else with access to the account. If\nthere is more than one owner, then these words mean each account owner separately, and all account owners jointly.\n2. OVERVIEW OF ONLINE CUSTODY AND BANKING SERVICES\nThank you for choosing to work with MBI to meet your online custodial, trust, and banking needs. MBI is an International Financial\nEntity headquartered in San Juan, Puerto Rico, a territory of the United States of America, and supervised by the Office of the\nCommissioner of Financial Institutions of Puerto Rico. MBI IS NOT A MEMBER OF THE FDIC AT THIS TIME, AND AMOUNTS\nHELD AT MBI ARE NOT ELIGIBLE FOR U.S. FEDERAL DEPOSIT INSURANCE\nThis Agreement between you and MBI applies to your use of MBI online custody and banking services described herein. By\nopening or maintaining an Account with us, you accept and agree to be bound by the terms and conditions of this Agreement\nand terms of services described herein. The term “Services” as used in this Agreement means any service provided by MBI\npursuant to this Agreement, including, but not limited to, Custody Account and transfer services, or any other financial product\nor service made available to you by MBI through its website or by other means.\nThis Agreement includes the following disclosures applicable to the Services that MBI may agree to provide to you, including:\n(1) Account features and fees; (2) privacy policies; (3) E-SIGN consent; (4) electronic fund transfer services; (5) funds availability\nand transaction posting policies; and (6) additional disclosures regarding your Account(s). Fees mentioned throughout this\nAgreement can be found on www.mercantile-bank.com.\n5\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 162 o5f o2f0 145\nMBI, in its sole discretion, may from time to time choose to work with third-party financial institutions or other service providers.\nYou acknowledge and agree that additional terms may apply to your use of MBI’s Services if we offer them in connection with\nservices provided by third-party service providers. You acknowledge and agree that additional terms will apply to your use of\nMBI’s Services if you choose to access them in conjunction with an independent relationship of yours with a third-party with\nwhom we work.\nMBI, in its sole discretion, may provide you with a foreign-language translation of this Agreement, and any related agreements,\nin order to help you better understand the material terms and conditions pursuant to which we offer the Services as well as your\nobligations hereunder. Foreign-language translations provided by MBI are provided for your convenience, only. In the event of\na discrepancy between this English-language Agreement and any foreign-language translation of it, whether provided to you by\nMBI or otherwise, this English-language Agreement shall control.\n2.1 Account Application and Approval\nIn order to open an Account at MBI, eligible persons are required to (i) complete an application by providing such information as\nMBI may require, in its discretion, to comply with applicable BSA/AML Requirements (as defined in Section 11.2. below), and\n(ii) if such Account application is approved by MBI, enter into one or more agreements with MBI on terms acceptable to MBI,\nincluding this Agreement. MBI may reject any application and MBI may decline to enter into an Agreement with any person, for\nany reason.\nPersons that meet the definition of “domestic person” under Section 2(j) of the International Financial Center Regulatory Act of\nPuerto Rico are not legally permitted to become a client of MBI. “Domestic Person” means any natural person who is a resident\nof Puerto Rico, or a person incorporated or organized under the laws of Puerto Rico, or a person whose principal place of\nbusiness is located in Puerto Rico, or a foreign corporation with offices, in accordance with the provisions of the Puerto Rico\nInternal Revenue Code, considered to be doing business in Puerto Rico, and the Government of Puerto Rico and the agencies,\ninstrumentalities, political subdivision, and public corporations thereof or other entities of the Government of Puerto Rico.\n2.2. Information You Give Us at Account Opening\nUSA Patriot Act Notice. To help the government fight the funding of terrorism and money laundering activities, the federal laws\nof the United States of America, including the USA PATRIOT Act, require all financial institutions to obtain, verify and record\ninformation that identifies each person or business that opens an account with a financial institution. What this means for you:\nWhen you use our services, we will ask for your name, address, date of birth, and other information that will allows us to identify\nyou. For all applicants, we will ask to see a form of identification with your photograph, and we may also ask to see other\nidentifying documents, such as a social security card, if applicable, passport, driver’s license or other government-issued form\nof identification. Clients from non-US jurisdictions may be asked for different or additional identification information, in the\ndiscretion of MBI.\nBusiness Accounts. When you apply for an Account as a business, we will ask for your business name, address, Tax\nIdentification Number (TIN), and information about the business’s beneficial owners. We will also ask for the name, address,\ndate of birth and social security number or similar documents sufficient for us, in our sole discretion, to establish the identity of\nthe natural Person(s) opening the Account as well as the beneficial owners and/or officers of the legal entity. We may seek to\nvalidate the information you provide to us using third-party services or other means to ensure we have a reasonable belief of\nyour identity and your business. If we are not able to verify your identity or the identity of the business to our satisfaction, we\nmay decline your application or we may close the Account if it was previously opened.\nVerification of Your Information. You understand and agree that we may share any information you submit to us in connection\nwith your Account with our affiliates, subsidiaries or other third parties for the purposes of verifying your identity, verifying other\ninformation in your application, or for on-going account monitoring. You understand and agree that we may also seek to obtain\na credit report in connection with your application, or any other of our Services that your request to receive. Sharing this\ninformation is necessary to evaluating your application and providing transaction-related services in compliance with MBI’s\nBSA/AML Requirements.\nFalse Information. You understand and acknowledge that the submission of false information at account opening, or failure to\ntimely update us with respect to material changes, may expose MBI to liability because of its BSA/AML Requirements, among\nother potential sources of legal and regulatory liability. You understand further that your willful or negligent submission of false\ninformation at account opening, or any time after becoming a Client, may result in costs to MBI in any form, including, but not\n6\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 172 o6f o2f0 145\nlimited to, the costs of defending MBI against legal or regulatory actions brought by competent authorities, or civil and/or criminal\nmonetary penalties. To the fullest extent of the law, you agree to indemnify against such costs as are demonstrably and directly\nincurred by MBI as a result of your willful or negligent submission of information at account opening or at any time after becoming\na Client of MBI. You may also be billed in advance for legal and compliance costs that we reasonably believe may be incurred\nin connection with government inquiries relating to any Account you control with us. Advance billing for legal and compliance\ncosts shall not exceed 50% of your Account value at the time we receive notice of legal or regulatory actions. Monthly summary\ninvoices shall be provided to you of costs actually incurred by MBI. If you believe that the amounts billed to your Account are in\nerror, you agree that your exclusive remedy is to seek arbitration of your dispute pursuant to the dispute resolution provisions\ncontained in Section 11.8 of this Agreement.\n2.3. Account Information\nIn General. MBI shall make available information about a Client’s Account to the Client through MBI’s website, including the\ncurrent balance and a summary of recent transactions.\nAccount Statements. MBI shall provide or make available to Clients statements summarizing the balances and transaction\nactivity in their Accounts on a monthly basis exclusively by Electronic Means (as defined in Section 3). Account Statements for\na Client account shall reflect all activities involving the Account during the preceding calendar month, including posted and\npending transfers. Clients are responsible for promptly examining each Account Statement and notifying MBI of any potential\nerrors discrepancies. MBI WILL NOT BE RESPONSIBLE FOR ERRORS OF WHICH YOU DO NOT NOTIFY US WITHIN\nTHIRTY (30) DAYS AFTER THE DATE OF THE ACCOUNT STATEMENT.\n2.4. Not FDIC Insured.\nYour Custody Account with MBI is NOT INSURED by the U.S. Federal Deposit Insurance Corporation nor by any government-\nsponsored or non-government sponsored insurance scheme or product in the United States of America, Puerto Rico or any\nother jurisdiction.\n2.5. Changes to This Agreement\nWe may change this Agreement at any time. We may add new terms, delete or amend existing terms, or add new types of\naccounts and services and discontinue existing types of accounts or services. We may convert existing accounts and services\ninto new accounts and services. We will give you reasonable notice in writing or by any method permitted by law of an adverse\nchange to you in this Agreement. However, we may make changes without prior notice unless otherwise required by law. We\nmay, but do not have to, notify you of changes that we make for security reasons or that we believe are either beneficial or not\nadverse to you.\nWhen we change this Agreement, the then-current version of this Agreement supersedes all prior versions and governs your\nAccount. If you continue to use your Account or keep it open, you are deemed to accept and agree to the change and are bound\nby the change. If you do not agree with a change, you may close your account as provided in Section 2.6. below.\n2.6. Account Closures\nYou or we may close your Account at any time without prior advance notice. Any amounts held at MBI at the time your Account\nis closed will be returned to you, subject to the terms, conditions, limitations and fees outlined in this Agreement.\nMBI may, in its sole discretion and without notice to you, to the extent permissible under applicable law and other governing\ndocuments applicable to your Account, decline, delay, cancel and/or reverse your orders, transactions or instructions, and/or\nplace disbursement and other restrictions on any of your accounts. MBI may close your Account or convert your Account to\nanother account type at its discretion. MBI need not give any advance notice of Account closure initiated by MBI for any reason.\nIf an account was closed and then we reopen it, the account is subject to our standard terms and fees for that type of account.\nAny waiver that applied before the account was closed does not apply when we reopen the account.\n7\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 182 o7f o2f0 145\nIf your Account reaches a zero balance, or you apply for an account but never deposit funds into it, we may either keep the\nAccount open or close the Account without notice. MBI may also charge you an inactive account fee in the amounts set forth in\nMBI’s fee schedule if there is no activity in your account for a period of three months.\n3. E-SIGN DISCLOSURE AND CONSENT\n3.1 Introduction\nThis E-SIGN Disclosure and Consent Agreement (the “E-Sign Agreement”) allows us to provide you with electronic versions of\nimportant documents and notices associated with opening an Account at MBI as well as all other information that we may be\nrequired to provide to you in writing by law. YOU MUST AGREE TO THIS E-SIGN AGREEMENT TO OPEN AN ACCOUNT\nWITH MBI AND USE ITS SERVICES.\n3.2 Additional Definitions That Apply to This Section\n“Electronic Means” means a form of electronic communication reasonably accessible to the Client, including, but not limited\nto, records and communications transmitted (i) by email, (ii) by posting to a website designated in email from MBI to you, or (iii)\nto the extent permissible by law, by access to a website generally designed in advance for such a purpose.\n“Records and Communications” includes, but is not limited to, all legal and regulatory disclosures, notices or disclosures\nrelated to opening an Account at MBI or changes to its terms governing your use of its services, all notices regarding our policies,\nand any other information we may be required to provide you in writing by law or regulation.\n3.3. Records and Communications May be Provided in Electronic Form\nYou agree that we may provide you with Records and Communications by Electronic Means. Your agreement does not mean\nthat we must provide Records and Communications electronically, but instead that we may deliver some or all of those\ndocuments electronically in our sole discretion.\n3.4. Requesting Paper Copies\nYour consent to receive Records and Communications electronically means that we will not send your paper copies of any\nRecords and Communications transmitted electronically unless you request it or we otherwise deem it appropriate to do so. To\nrequest that a paper copy of any particular electronic Records and Communications be mailed to you, please contact us at\nbankops@mercantile-bank.com. Please specify in your email that you are requesting a paper copy of electronically transmitted\nRecords and Communications and state the title(s) and date(s) of the particular Records and Communications that you are\nrequested. We may charge a fee for mailing you a paper copy of Records and Communications.\n3.5. System Requirements\nIn order to access, view and retain electronic Records and Communications, your access device must meet the following\nminimum hardware and software requirements:\ni. An internet browser that we support, which include Internet Explorer 10.x or higher, Safari 3.2.x or higher, Firefox\n32.x or higher and Chrome 38.x or higher, Mac OSX Safari 5 and higher, Safari for iOS 6 and higher, Chrome for\niOS, and Chrome for Android;\nii. Local, electronic storage capacity to retain Records and Communications or a printer to print them;\niii. A valid email account and software to access that email account;\niv. An up-to-date device or devices (e.g., computer, tablet, mobile phone, etc.) suitable for connecting to the Internet\nand supported by MBI;\nv. An operating system capable of receiving, accessing and displaying Records and Communications from us in\nelectronic form via text-formatted email or access to our website using a supported browser;\nvi. A printer that can interface with your devices, if you want to print paper copies of Records and Communications\nsent to you in Electronic Form.\n8\n\nCasCe a1s:e2 31-:c2r3-0-c0r1-01081-A1T8 - A T D o Dcuomcuemnet 6n1t 220-68 - 5 F Fileilde d0 41/20/42/12/52 3 PPaaggee 192 o8f o2f0 145\nBy viewing this information in electronic form on any access device that meets the minimum system requirements, you are\nreasonably demonstrating your ability to access Records and Communications using Electronic Means.\nPlease contact us at bankops@mercantile-bank.com if you have difficulties accessing or viewing documents by\nElectronic Means on an access device.\n3.6 Withdrawal of Your Consent\nYou may withdraw your consent to receive Records and Communications by Electronic Means at any time. To withdraw your\nconsent prior to completing the application, simply exit this session prior to acknowledging your acceptance of this agreement.\nTo withdraw your consent after you have submitted your application or opened an Account, please contact us at\nonboarding@mercantile-bank.com. Please note that withdrawal of your consent to received Records and Communications by\nElectronic Means will result in the revocation of your access to MBI’s services and the termination of our business relationship\nwith you. Such termination will only take effect after a reasonable period to process your withdrawal.\n3.7. Updating Your Information\nIt is important that you provide us with true, accurate and complete email address, contact and other information related to this\nE-Sign Agreement so that we may contact you with Records and Communications regarding your Account. You agree to\nmaintain a valid email address and to promptly notify us of any changes to your email address, contact or other information. You\nmay update your email address, contact and other information through our website.\n3.8. Federal Law\nYou acknowledge and agree that this E-Sign Agreement is being provided to you in connection with a transaction that is subject\nto the federal Electronic Signatures in Global and National Commerce Act, and that you and MBI both intend that the Act apply\nto the fullest extent possible to validate our ability to conduct business affecting interstate commerce with you by electronic\nmeans.\n3.9. Termination of the E-SIGN Disclosure Provision\nMBI reserves the right, in its sole discretion, to discontinue the provision of electric Records and Communications, or to change\nthe terms and condition under which we provide Records and Communications in electronic form. We will provide you with notice\nof any such termination or changes as required by law.\n3.10. Consent to Receive Electronic Records\nYou hereby give your affirmative assent to receiving electronic Records and Communications as described in this E-Sign\nAgreement. You further agree your computer, mobile phone, tablet or other access device meets the system requirements\nspecified above and that you are able to receive, retain and view electronic Records and Communications, and that you have\nan active and valid email address at which we may send you electronic Records and Communications.\n4. PRIVACY POLICY\n4.1. In General\nIn connection with providing the Services to Clients, you understand and agree that MBI may collect and use Client Data to (i)\nprovide, operate and improve the Services; (ii) comply with any requirement of applicable Laws; (iii) respond or cooperate with\nrequests from regulators or law enforcement about your Account; (iv) personalize the Services; and, (iv) engage in other\nlegitimate business activities, such as sending marketing communications about products, services and offers of MBI and/or its\naffiliates.\n9\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1102 9o fo 2f 0145\n4.2. Third Party Disclosures\nConsumer Accounts. Our privacy policy for consumers is described in MBI’s Privacy Disclosure, which is available on MBI’s\nhtt We provide this Privacy Disclosure to consumers who open an Account with us for personal\nuse. The Privacy Disclosure describes how we handle personal consumer financial information we collect in the course of our\ndealings with you and the circumstances under which we may disclose that information to affiliated companies. Except as noted\nin Section 4.1, MBI does not expect to share information collected from you during the application process with third parties,\nexcept as required to verify your identifying information or credit history. Please consult the Privacy Disclosure for more detail\non the circumstances in which we may share information collected in the course of our dealings with you after opening an\nAccount and becoming a Client.\nBusiness Accounts. We may share information about our experiences with you with affiliated companies and selected third\nparties. We may also share information that you have provided to us on applications or that we receive from outside sources\namong MBI Affiliates.\n4.3. Anonymized Client Data\nMBI will own and have the right to use the Client Data of any Client for any purpose without its consent if such Client Data is (i)\ncombined or aggregated with information relating to other Clients or information derived from other sources, or (ii) is anonymized\nin a way that reasonably prevents the identification or attribution of such Client Data to such Client.\n4.4. Data Protection\nMBI shall take commercially reasonable precautions to protect the confidentiality of all Client Data, including by implementing\nand maintain a written information security program that provides appropriate security measures to safeguard Client Data that\nis received by MBI in connection with providing Services to Clients.\n5. GENERAL TERMS\n5.1. Account Opening and Ownership\nWe will rely on information you give us in order to open an Account and determine its legal and beneficial ownership. You agree\nand acknowledge that we may rely on the information in our books and records to determine the owner(s) of your Account.\nIf the Account owner is a corporation, unincorporated association, limited liability company, limited liability partnership, fiduciary,\npartnership, sole proprietorship or other legal entity applying in any capacity other than an individual capacity, each person\nsigning the signature card or completing other application requirements represents and agrees that they:\n• are fully authorized to execute all documents or otherwise complete our requirements in their stated capacity;\n• have furnished all documents or other information necessary to demonstrate that authority; and\n• will furnish other documents and complete other requirements as we may request from time to time.\nWe may refuse to recognize any resolution affecting the Account that is not on any form with which we provide you or that\nappears to us to be incomplete or improperly executed.\nChanges to Account Information. When you ask us to make a change to this information or your Account, and we agree to the\nchange, the change is not effective until we have had a reasonable time to act on the new information.\n5.2. Reliance on Information\nWhen we process transfers to and from an Account, we may rely upon our records regarding the ownership of the Account and\nthe terms of this Agreement at the time we process the transaction. We do not have to inquire about the source or ownership of\nany funds we receive or about the destination of any withdrawal from an Account. When we permit a withdrawal from an Account\nat the request of any signer, or the agent of any signer, in accordance with the terms of this Agreement, the withdrawal is a\ncomplete release and discharge of MBI from all claims regarding the withdrawal.\n10\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1113 0o fo 2f 0145\n5.3. Management of Your Account\nYou agree that you are solely responsible for the security of your account password and login credentials. To the extent you\nshare this information with an authorized agent(s), or if the integrity of your account password and login credentials is\ncompromised due to actions outside the control of MBI, you specifically agree to assume the risk of any unauthorized acts by\nyour authorized agent(s) or others, You specifically assume the risk of any loss, costs, or expenses caused or incurred thereby\nif you do not maintain adequate control of and properly manage your Account, including any failure to change or update\npasswords and login credentials on a reasonable and timely basis.\nWe may rely conclusively on the validity and binding effect of any item signed, drawn, endorsed, executed, delivered, presented,\nissued, or otherwise transferred by you or any authorized agent, and you are expressly estopped from denying the validity of\nany such item and binding effect and authorization of any such action. We shall be under no duty to investigate the authority for\nthe execution and/or delivery of any item or document or the application of any proceeds thereof.\n5.4. Assignment of Your Account.\nNo pledge, assignment, or other transfer of any Account by you, whether by purchase and assumption, assignment, sale,\nmerger, acquisition, gift or otherwise, shall be binding on us unless acknowledged by us in writing. Unless we agree otherwise\nin writing, the Account will remain subject to our rights of set off even after we receive notice of the transfer.\nWe reserve the right not to acknowledge or accept any attempted transfer of an Account. We are not required to accept or\nrecognize an attempted assignment of your Account or any interest in it, including a notice of security interest, or deposit account\ncontrol agreement, except as required by law. If you have granted to us a security interest in your Account to secure debt you\nowe to us, we will be deemed to have control of your Account under the Uniform Commercial Code.\n6. CUSTODY ACCOUNT SERVICES\n6.1 Our Relationship with You\nAppointment of Custodian. Client hereby appoints MBI as custodian (the “Custodian”) of all Fiat Currency and Digital Asset\namounts Client transfers to the possession of Custodian for safekeeping in the Client’s Custody Account, and MBI hereby agrees\nto serve as custodian of all assets held in the Client’s Custody Account. In its capacity as Custodian, MBI shall hold, possess\nand administer the Client’s Account in accordance with (i) the Client’s instructions; and (ii) the instructions of Client’s Authorized\nPersons; and, (iii) the terms of this Agreement. MBI shall identify on its books and records the Fiat Currencies and Digital Assets\nbelonging to its Clients, whether held directly or indirectly through Subcustodians, which MBI may employ to hold Client assets\nin its sole discretion. Fiat Currency and Digital Asset amounts held at MBI through its Subcustodians may be subject to the terms\nand conditions of MBI’s agreements with such Subcustodians. MBI may, at any time, cease utilizing any Subcustodian and/or\nmay replace a Subcustodian with a different Subcustodian.\nStandard of Care. In performing its duties under this Agreement (other than its duties as a custodian), MBI shall exercise the\ndegree of care of a reasonable person. In performing its duties as custodian, Custodian will exercise the degree of care that a\nreasonable person having responsibility for safekeeping such assets as it has been appointed to hold and possess would\nexercise under the circumstances.\n6.2. Instructions Regarding Management of Custodial Funds\nIn furtherance of its responsibilities as Custodian, and subject to the limitations and qualifications of this Agreement, Client\ninstructs Custodian to:\n(i) Safekeep Fiat Currency and Digital Asset amounts transferred into the Custody Account (the “Custodial\nFunds”)\n(ii) Monitor and maintain the Custodial Funds;\n(iii) Manage the Custodial Funds in accordance with Section 6.3 of this Agreement;\n(iv) Keep timely and accurate records regarding the deposit, disbursement and investment of the Custodial Funds;\nand,\n(v) Prepare such periodic statements regarding and access to information pertaining to the Custodial Funds in the\nfrequency and manner contemplated in this Agreement.\n11\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1123 1o fo 2f 0145\n6.3. Management of Funds Held in Custody\nUnless otherwise required by applicable Laws, Fiat Currencies and Digital Assets transferred to the Custody Account shall be\nheld (i) in a legally segregated, operationally commingled account (an “Omnibus Account”) at one more commercial banks or\nother financial institutions selected by MBI, in its sole discretion, to act as a subcustodian (each a “Subcustodian”). Omnibus\nAccounts will be in the name of MBI acting as Custodian for the benefit of Clients. Fiat Currencies transferred to a Custody\nAccount may be held in cash or invested in Cash Equivalents. MBI is capable of identifying on its books and records the cash\nand Cash Equivalents held for the benefit of Clients, whether held directly or indirectly through Subcustodians, in a manner\nconsistent with 12 C.F.R. § 330.5(a)(2).\nManagement Fee. Cash and Cash Equivalents held in Omnibus Accounts with our Subcustodians may (or may not) generate\ninterest earnings in MBI’s Subcustodial accounts. Except as otherwise provided in this Agreement, all interest earned on any\nFiat Currencies held by Custodian on behalf of Client shall be payable to Custodian as consideration for the custody services\nprovided to such Client.\n6.4. Additional Custody Account Features\nThe minimum balance required to open an account is $500.00 USD, or its equivalent in other Fiat\nInitial Balance\nCurrencies or Digital Assets.\nInterest Rate 0.00%\nAnnual\n0.00%\nPercentage Yield\nMBI charges a management fee, as described in Section 6.3. Additional fees are detailed in MBI’s\nFees to MBI\nSchedule of Fees.\nTransaction\nLimitations The transaction limitations for your Accounts are set forth in Section 6.2.\nAdditional Fee As noted above, you are not responsible for paying any fees to MBI for opening and maintaining this\nDisclosure Account, although we may deduct certain interest earnings in consideration for our custodial services.\n6.5. Not FDIC Insured\nFiat Currencies placed with MBI are NOT INSURED by the Federal Deposit Insurance Corporation nor by any government-\nsponsored or non-government sponsored insurance scheme or product in the United States or in Puerto Rico.\n7. TRANSFER SERVICES\nYou may direct certain transfers of funds to and from your Custody Account, as described in this Section 7, subject to the\nlimitations in Section 7. From time to time, without prior notice, MBI may add or eliminate its transfer Services, or otherwise\nmodify the terms or features of any of its Services.\nIn addition to its Custody Account services, MBI currently offers the following transfer Services:\na. Wire Transfer Services\nFor transfer transactions, your request will be completed only if you have sufficient funds in the account from which you wish to\ntransfer funds and, in the case of like-titled accounts, the accounts are linked for transfer capabilities. Dollar limitations may be\nset according to the account type and/or the type of online transfer service you are utilizing to transfer funds. These limitations\nare set for security reasons and may not be disclosed for that reason. Transfers may be delayed based on the time of transaction\n12\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1133 2o fo 2f 0145\nand the type of transfer service you are utilizing to process the transfer. Certain types of transfers are subject to additional terms\nand conditions set forth below.\n7.1. Funding Your Account\nYou can fund your Account with MBI by linking an External Account and initiating a transfer. MBI accepts Society for Worldwide\nInterbank Telecommunications Payments (“SWIFT Payments”) and the Federal Reserve Wire Network (“Fedwire”) transfers\nfor Fiat Currencies. Transfers of Fiat Currencies will not be credited to a Custody Account until the transfer of such Fiat Currency\nto such Custody Account has been settled, as determined by MBI.\n7.2. Linking External Accounts; External Account Transfers\nA Client may connect or link an External Client Account to its Account for the purposes of making transfers to, and withdrawals\nfrom, such Custody Account; provided, however, that no External Client Account will be connected or linked to a Client’s MBI\nAccount unless MBI, in its sole discretion, approves the External Client Account for use in connection with transfers to and from\nthe Custody Account. MBI may rescind its approval of any External Client Account at any time. With respect to each transfer to\nand from the Custody Account, Client must designate an approved External Client Account as the source of the transfer into the\nCustody Account or the destination for the transfer out of it.\nBy utilizing this transfer service, you authorize MBI to initiate ACH debits and credits on your behalf, for your convenience, in\nany amount you authorize. MBI may impose limits on the amounts for risk management purposes which restrict these amounts\non a daily, weekly, monthly or other periodic basis. MBI may terminate this service at any time for any reason.\nTo revoke this authorization, delete the linked account from your MBI Account and notify us of the revocation in writing. You\nagree that the revocation of authorization is not effective until MBI has opportunity to receive and act on the notification. In all\ncases, we will consider the revocation of authorization effective upon our receipt and confirmation in writing to you of said\ninstructions.\nLimitations on Transfers to External Accounts\nRight to require advance notice of withdrawals. For all amounts held in Custody Accounts, MBI reserves the right to require at\nleast seven (7) days’ prior written notice of your intent to make a withdrawal. Although we usually process withdrawals without\nprior notice on our Custody Accounts, doing so does not mean that we give up that right to require prior written notice of seven\n(7) days’ or more.\nRight to limit certain types of transfers. MBI reserves the right to impose limits on the number of certain types of transfers you\ncan make each month from your Custody Account. Although we typically do not limit the number of certain types of transfers\nyou can make each month, we may decline to process more than six (6) electronic transfer requests from your Custody Account\nto an External Account in any one 30-day period. If you exceed the transfer limits on more than an occasional basis, we may\nclose your Account, with or without prior notice to you.\nUnfunded Transfers. MBI does not offer or provide overdraft services and, therefore, cannot process unfunded transfers. All\ntransfer requests to an External Account exceeding your current Available Balance will be declined without liability to MBI.\nLimitation on Liability. We may refuse to allow any transfers without creating liability to you if we have a concern that one or\nmore transactions in your Account may have been unauthorized or fraudulent, if there is a dispute concerning the Account that\nmakes us uncertain regarding the instructions that have been given, the account is garnished or attached, the Account has been\npledged to MBI as collateral for a debt, the availability of the funds held at MBI cannot be verified, any required documentation\nhas not been presented, or you have failed to repay an obligation to us on time.\n8. FUNDS AVAILABILITY\nAlthough MBI does not offer transaction accounts, it is generally our policy to follow U.S. federal guidelines for funds availability\nwhere applicable to our Service. As described above, the only method of funds transfer accepted by MBI for its Custody Accounts\nat this time is wire transfer via SWIFT or Fedwire.\n13\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1143 3o fo 2f 0145\n8.1. When Are Funds Available?\nFor determining the availability of your funds, every day is a “business day,” except Saturdays, Sundays, and federal holidays.\nIf you make a deposit before 3:45 PM EST on a business day that we are open, we will consider that day to be the day of your\ndeposit. However, if you make a deposit after 3:45 PM EST or on a day we are not open, we will consider that the deposit was\nmade on the next business day we are open.\nWire Transfers\nFunds from the following transfers to established Custody Accounts are available on the first business day after the day of your\ntransfer:\n• Wire Transfers\n8.2. Processing Transactions\nPosting transactions to your Account impacts your Account balance. Posting a credit increases your balance. Posting a debit or\nhold reduces your balance. Transfers into your Custody Accounts will credit your Account. Transfers out of your Custody Account\nwill debit it. Your Account may also be debited for the payment of fees, including fees owed to MBI for its Services.\nIt is generally not the policy of MBI to process more than one transaction in your Account in a single day. To the extent MBI\ndeviates from this policy, you agree that we may in our discretion determine our posting orders for the transactions, as well as\nthe order in which we post debits and credits to your Account.\n9. INSUFFICIENT FUNDS AND OVERDRAFT PROTECTION\nWe do not authorize overdrafts on your Account under any circumstances or extend credit on your behalf to cover them. All\ntransfer requests must be fully funded by your Available Balance.\n10. FEES & SET-OFF\nYour Account is subject to the fees described in this Agreement and detailed in the Schedule of Fees, which is available at\nhtt The Schedule of Fees that applies to your Account is a binding part of this Agreement. By\nentering this Agreement and becoming a Client, you agree to pay any fees listed in MBI’s Fee Schedule, as updated from time\nto time by MBI in its sole discretion and published to its website or communicated to you by Electronic Means. Client agrees to\npay Account fees in a timely manner, and hereby authorizes and directs Custodian to direct a deduction from the Custodial\nAccount in an amount equal to the value of the then-outstanding amount owed to MBI. If there are not enough funds in your\naccount to cover the amounts you owe us, we may deduct up to the full remaining amount and close your Account, without being\nliable to you. If you or any of your Affiliates owe money to MBI, or to any Affiliate of MBI (including Affiliates that provide services\nto MBI), we reserve the right to deduct all amounts owed by you or your Affiliate from any Account you control with us. If you\nbelieve the amounts withheld from any of your Accounts are in error, you agree that your exclusive remedy is to seek arbitration\nof your dispute pursuant to the dispute resolution provisions contained in Section 11.8 of this Agreement.\n11. OTHER TERMS AND CONDITIONS\n11.1. Additional Definitions That Apply to This Section\n“Arbitration” has the meaning given to such term in Section 11.8.\n“Arbitrator” has the meaning given to such term in Section 11.8.\n“BSA/AML Requirements” has the meaning given to such term in Section 11.2.\n14\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1153 4o fo 2f 0145\n“Consequential Damages” means (i) consequential, incidental, punitive, exemplary damages, (ii) any loss of revenue and of\nloss of profit, including any loss arising from use of the Services, and (iii) any similar type of damages or losses.\n“Dispute” means any disagreement between the Parties regarding, related to, or arising from this Agreement (including any\ndisagreement regarding (i) any act or omission by a Party, or (ii) the interpretation or enforceability of any provision of this\nAgreement.\n“FinCEN” means the Financial Crimes Enforcement Network.\n“Force Majeure Event” means any event, condition or circumstance beyond the reasonable control of MBI, including\ncircumstances caused, directly or indirectly, by: acts of God; wars; hurricanes, earthquakes; fires; floods; any disruption or failure\nof any utility; civil disturbances; pandemics; any disruption or failure of any technology; any failure or disruption of any service\nor service provider; or any changes in applicable Laws.\n“Governmental Authority” means any federal, state, local or foreign governmental authority; a state, province, commonwealth,\nterritory or district thereof; a county or parish; a city, town, township, village or other municipality; a district, ward or other\nsubdivision of any of the foregoing; any executive, legislative or other governing body of any of the foregoing; any agency,\nauthority, board, department, system, service, office, commission, committee, council or other administrative body of any of the\nforegoing; any court or other judicial body; and any officer, official or other representative of any of the foregoing.\n“Losses” means any and all damages, fines, fees, penalties, deficiencies, liabilities, claims, losses, damages demands,\njudgments, settlements, obligations, costs and expenses (whether actual, special, consequential, or punitive), including interest,\ncourt costs and fees, costs of attorneys, accountants and other experts, and other expenses of litigation or other proceedings or\nof any claim, default or assessment.\n“OCIF” means the Office of the Commissioner of Financial Institutions for Puerto Rico.\n“OFAC” means the Office of Foreign Assets Control of the United States Department of the Treasury.\n“MBI Intellectual Property” means all of the MBI Software Assets, MBI Proprietary Interests and MBI General Know-How.\n“MBI Proprietary Interests\" means all patents, copyrights, trade secrets and trademarks, whether issued or pending, and other\nintellectual property rights of MBI.\n\"MBI Software\" means all software owned by or licensed to MBI.\n\"MBI Software Assets\" means (a) the MBI Software, (b) all documents used in the design, development, operation,\nmaintenance or installation of the MBI Software, or principally describing any MBI Software or its use, and (c) all copies of MBI\nSoftware.\n11.2. BSA/AML/OFAC Requirements\nMBI is subject to the U.S. Bank Secrecy Act, as amended by the USA Patriot Act of 2001, and its implementing regulations, as\nadministered by FinCEN, as well as the anti-money laundering laws and regulations administered by OCIF (collectively, MBI’s\n“BSA/AML Requirements”). In addition, MBI must comply with the regulations issued by OFAC (“OFAC Requirements”). In\norder to ensure that MBI provides safe and reputable Services in full compliance with its BSA/AML Requirements and OFAC\nRequirements, it is MBI’s policy to monitor for suspicious transactions and comply with mandatory reporting of suspicious\ntransactions to appropriate regulators in addition to collecting information at about its prospective clients during the application\nprocess.\nDuring the application process and at all times thereafter, Clients are required to provide MBI with all information that MBI\ndetermines, in its sole discretion, is necessary to meet its obligations under its BSA/AML Requirements and OFAC\nRequirements. MBI reserves the right to refuse opening an Account to, or to bar transactions from or to, or terminate any\nrelationship with, any Client for any reason (or for no reason) at any time. MBI shall have the right to suspend Client’s Account\nand the Services where it concludes that doing so is needed to comply with its responsibilities under the BSA/AML Requirements\nand OFAC Requirements. Client agrees to excuse MBI from performance of its obligations relating to Client or the Custody\n15\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1163 5o fo 2f 0145\nAccount under the Client Agreement and this Agreement if MBI reasonably determines that performance might cause it to violate\nits obligations under the BSA/AML Requirements and OFAC Requirements.\nClient acknowledges that it may be required to forfeit any and all Client Assets in its Accounts to the appropriate authorities. As\npart of the BSA/AML Requirements and OFAC Requirements, MBI is required to obtain, verify, and record information that\nidentifies each Client (and the related User(s)) who opens an Account. Each new Client (and related Authorized Persons) shall\nbe required to provide their name, physical address, mailing address, date of birth, and other information to MBI. Furthermore,\nMBI may require each Client (and related Authorized Persons) to provide additional information to MBI or undergo a background\ncheck prior to being authorized to open a Client Account and access the Services or at any point thereafter in accordance with\napplicable Laws. MBI hereby expressly reserves the right to keep and share such information and documentation with its\nregulators and law enforcement, even when the Account relationship is terminated or the application to open an Account has\nnot been completed.\n11.3. Suspension of Services\nIn the event of any Force Majeure Event or any other event that would make providing any Service to Clients commercially\nunreasonable for MBI, MBI may, in its sole discretion and without any liability to any Client, with or without notice, suspend or\nlimit any or all of the Services provided to Clients.\nIn the event that any Client breaches any terms of this Agreement, MBI may, in its sole discretion and without any liability to\nsuch Client, with or without notice, suspend or limit any or all of the Services provided to such Client.\n11.4. Investigations, Governmental Authorities and Legal Proceedings\nMBI may initiate and carry out an investigation into any matter related to this Agreement or the use of any Service.\nMBI may disclose any information and documents received by MBI regarding any Client, its Custody Account and its use of\nServices to any Governmental Authority (i) to the extent required by applicable Laws, and (ii) in connection with any investigation,\nrequest, inquiry or proceedings by such Governmental Authority.\nMBI will strictly comply with any order or writ of attachment issued by any Governmental Authority (including the Treasury\nDepartment and the Internal Revenue Service). As a result, MBI could among other things be obligated to (i) freeze access to\nClient Assets, or (ii) deliver Client Assets to a Governmental Authority or other Person. Regardless of the terms of such\nattachment, garnishment, levy or other state or federal process, we have first claim to all funds in your Account. To the extent\nnot prohibited by applicable Laws, MBI will provide a Client with prompt written notice of any order or writ of attachment or other\nlegal process affecting any Client Assets of such Client.\nMBI will be under no obligation to contest, challenge, or question the terms of such order or writ, or to raise any defense that a\nClient may have against the Person seeking any order or writ against any Client Assets of such Client. We may take action to\ncomply with such legal process as we determine to be appropriate in the circumstances without liability to you, even if the legal\nprocess purports to affect the interest of only one owner of a joint account and even if any funds we may be required to pay out\nleaves insufficient funds to pay a transaction you have authorized. If we incur any expenses, including without limitation,\nreasonable attorney fees, in connection with any such legal process, we may charge any expenses and fees to your Account or\nany other Account you may have with us without prior notice to you, or we may bill you directly for such expenses and fees. Any\ngarnishment or other levy against your account is subject to our right of setoff and security interest. MBI will only be obligated to\nrelease affected Client Assets when it has been served with an order that such Client Assets may be released. Presentment to\nMBI of any other evidence will not be sufficient for MBI to release any affected Client Assets.\nIf any Client Assets of any Client become subject to any actual or potential legal proceeding, MBI may refuse to honor any\ninstructions from such Client with respect to such Client Assets until such proceeding has been resolved. MBI will not be liable\nto Client for amounts paid pursuant to any order, attachment, or notice of levy in any circumstances.\n11.5 Setoff and Security Interest Rights\nYou hereby grant to MBI as agent and representative of its Affiliates, a security interest in all of your Accounts and all of the\nCustodial Funds, investment property, financial assets, securities, instruments, general intangibles, or cash and other funds that\nmay be deposited and held in such Accounts whether now existing or hereafter arising or deposited therein in the future together\n16\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1173 6o fo 2f 0145\nwith all proceeds thereof as security for obligations now or in the future owing to MBI or its Affiliates by you or your Affiliates.\nThese obligations include both secured and unsecured debts. We may take or set off funds in any or all of your Accounts with\nus for direct, indirect and acquired obligations that you or your Affiliates owe us or our Affiliates. These rights are in addition to\nother rights we have to take or charge funds in your Account for obligations you or your Affiliates owe us or our Affiliates. You\nand your Affiliates and MBI hereby agree that each item of property (whether investment property, financial asset, security,\ninstrument, general intangible, Custodial Funds or cash) credited to an Account shall be treated as a “financial asset” within the\nmeaning of Section 8-102(a)(9) of the Uniform Commercial Code as in effect in the State of New York from time to time (the\n”UCC”). MBI hereby represents and warrants and agrees that it is and will at all times be acting as a “securities intermediary”\nwithin the meaning of Section 8-102(a)(14) of the UCC and that each Account is a “securities account” within the meaning of\nSection 8-501 of the UCC As used herein, the terms “Financial Asset,” “Investment Property,” “Proceeds,” and “Security\nEntitlement” shall have the meanings set forth in Article 8 and 9 of the UCC. You for yourself and on behalf of your Affiliates\nagree that MBI as secured party for itself and its Affiliates may issue entitlement orders to MBI as securities intermediary with\nrespect to an Account and the financial assets credited thereto and that MBI is authorized to act on such entitlement orders\nwithout your consent or the consent of your Affiliates upon the failure of you or your Affiliates to make timely payment of any\nobligations owed by you or your Affiliates to MBI or its Affiliates. MBI as agent and representative of it Affiliates and as secured\nparty is entitled to exercise all remedies available under the UCC.\nIf the law restricts our ability to take or setoff funds in your Account or the Account of your Affiliates, or if some government\npayments are protected from attachment, levy or legal process, to the extent that you may do so by contract, you waive those\nconditions and limits and authorize us to apply funds in any or all of your Accounts with us or our Affiliates to obligations you or\nyour Affiliates owe us or our Affiliates.\nExercising these rights may result in early withdrawal penalties or may cause us to dishonor items should our action result in\nnon-sufficient funds in your Account.\nIn the case of a joint account, Business Account with joint owners/authorized users we may exercise these rights against the\nAccount and all owners. These rights exist no matter who contributed funds to the joint account. Similarly, each joint owner\nagrees that we may use the money in their individual accounts to satisfy obligations in their joint accounts.\n11.6. Limits on Liability\n(a) MBI DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS OR IMPLIED,\nREGARDING ANY SERVICE, OR TECHNOLOGY, OR THE RESULTS OBTAINED BY USE OF ANY SERVICE OR\nTECHNOLOGY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.\nCLIENT EXPRESSLY ACKNOWLEDGES AND AGREES THAT (I) ALL OF THE SERVICES AND TECHNOLOGIES ARE\nPROVIDED ON AN “AS IS” BASIS AND (II) MBI DOES NOT GUARANTEE THE ADEQUACY, ACCURACY, TIMELINESS OR\nCOMPLETENESS OF ANY RESULTS OBTAINED BY OR THROUGH THE USE OF ANY SERVICE OR TECHNOLOGY.\n(b) MBI DOES NOT MAKE ANY REPRESENTATION OR WARRANTY (A) THAT THE AVAILABILITY OR USE OF\nANY SERVICE OR TECHNOLOGY WILL BE UNINTERRUPTED, ERROR FREE OR SECURE; (B) REGARDING ANY\nTECHNOLOGY OR SERVICE PROVIDED BY ANY THIRD PARTY, INCLUDING SJMX; OR (C) REGARDING THE QUALITY,\nACCURACY OR COMPLETENESS OF ANY DATA OR TECHNOLOGY.\n(c) INFORMATION STORED OR TRANSFERRED BY CLIENT IN CONNECTION WITH USE OF ANY SERVICE MAY\nBECOME IRRETRIEVABLY LOST OR CORRUPTED OR TEMPORARILY UNAVAILABLE DUE TO A VARIETY OF CAUSES,\nINCLUDING VIRUSES OR OTHER DESTRUCTIVE CODE, SOFTWARE FAILURES, PROTOCOL CHANGES BY THIRD\nPARTY PROVIDERS, INTERNET OUTAGES, A FORCE MAJEURE EVENT OR OTHER DISASTERS, SCHEDULED OR\nUNSCHEDULED MAINTENANCE, OR OTHER CAUSES, EITHER WITHIN OR OUTSIDE OF MBI’S CONTROL. CLIENT IS\nSOLELY RESPONSIBLE FOR BACKING UP AND MAINTAINING DUPLICATE COPIES OF ANY INFORMATION CLIENT\nSTORES OR TRANSFERS THROUGH THE SERVICE.\n(d) Under no circumstances shall MBI be liable for any Consequential Damages incurred or suffered by Client in\nconnection with, or arising from, this Agreement or any use of the Services.\n(e) MBI shall have no liability for any Losses arising from (i) any Force Majeure Event, (ii) any error or failure related to,\nor arising from, any technology, (iii) any service provided by any Third Party, or (iv) any action or omission by any Third Party.\nWith respect to any Losses incurred by a Client as a result of the acts or the failure to act by any Third Party, MBI shall take\nsuch action as it deems appropriate after consulting with Client to recover such Losses from such Third Party; provided, however,\nthat (x) MBI shall not be obligated to incur any costs to recover such Losses unless Client has agreed to reimburse MBI for such\n17\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1183 7o fo 2f 0145\ncosts on terms acceptable to MBI, and (y) MBI’s sole responsibility and liability to Client shall be limited to amounts received\nfrom such Third Party for Client (excluding costs and expenses incurred by MBI).\n(f) MBI shall have no liability for any act or omission other than liabilities arising from its fraud, gross negligence or\nwillful misconduct.\n(g) No Person (other than the Parties) shall have any liability or obligation under this Agreement, and neither Party shall\nallege or assert any claim regarding this Agreement or the Services against any Person (other than the other Party).\n(h). Notwithstanding anything to the contrary in this Agreement, MBI’s liability to Client for any and all claims made by\nClient against MBI regarding this Agreement, the Terms of Service and use of the Services shall be limited to the total amount\nof Fees (exclusive of interest generated or earned from Cash and Cash Equivalents held in Omnibus Accounts with our\nSubcustodians in MBI’s Subcustodial accounts) paid by Client to MBI during the six (6) months preceding the first date on which\nany claim is asserted against the other party. These limitations apply to all causes of action in the aggregate, including, but not\nby way of limitation, breach of contract, breach of warranty, negligence, strict liability and other torts. You and your Affiliates\nwaive, to the fullest extent of the law, all speculative, consequential and punitive damages whether incurred directly or indirectly.\n11.7 Client Responsibilities, Representations and Warranties\n(a) Client will comply in all material respects with (i) the terms of this Agreement, (ii) the instructions given by MBI to\nClient regarding its Account and the Services, and (iii) the Laws applicable to Client regarding its Account and its use of Services.\n(b) Client shall promptly provide MBI with such information and documents as may be requested by MBI regarding\nClient and its use of the Services to the extent deemed necessary or appropriate by MBI to determine whether or not Client is\nin compliance with this Agreement and all Laws applicable to Client regarding its Account and its use of Services, all of which\nshall be provided in such manner or format as may be reasonably requested by MBI.\n(c) Client shall promptly provide MBI with written notice of any breach of this Agreement by Client or any event,\ncircumstance or development that could reasonably be expected to result in any breach of this Agreement.\n(e) Client will not use, or permit the use of, any of the Services in any manner that would (i) violate any applicable Laws,\n(ii) breach any contract, intellectual property right or other Third Party right to which it is a party or subject, (iii) adversely affect\nor interfere with the ability of MBI to provide any Service to any of its clients, (iv) create Accounts or access data (including Client\nor other client information) through unauthorized means, or (v) breach any of the terms of this Agreement.\n(f) Client represents and warrants that: (i) it has full power and authority to execute, deliver, and perform this Agreement,\n(ii) if an entity, Client is duly organized and validly existing under the laws of the jurisdiction of its organization, (iii) Client has\nobtained all consents, authorizations, and approvals, and has made all filings and registrations and given all notices that it is\nrequired to obtain, make, or give in order to execute, deliver, and perform this Agreement, and (iv) the execution, delivery, and\nperformance of this Agreement by Client does not breach any contract to which Client is a party nor violate any applicable Laws.\n11.8. Choice of Law and Dispute Resolution\n(a) This Agreement and the Terms of Service shall be governed by, and construed in accordance with, the Laws of the\nState of New York, without regard to any conflict of law provisions. This Agreement shall be deemed to have been executed in\nSan Juan, Puerto Rico.\n(b) (i) Any Dispute among the Parties shall be determined by arbitration in San Juan, Puerto Rico (an “Arbitration”),\nwhich shall be administered by JAMS (or any like successor organization thereto) pursuant to its Comprehensive Arbitration\nRules and Procedures and in accordance with the Expedited Procedures in those Rules or pursuant to JAMS’ Streamlined\nArbitration Rules and Procedures. The language used in any Arbitration shall be English.\n(c) An Arbitration shall be presided over by one arbitrator (the “Arbitrator”) who shall be mutually agreed to by the\nParties. If the Parties are unable to agree upon an Arbitrator within thirty (30) days of the commencement of the Arbitration, then\nthe Arbitrator shall be determined in accordance with the applicable rules and procedures of JAMS.\n18\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 1193 8o fo 2f 0145\n(d). The Arbitrator shall apply the Federal laws of the United States of America and the State laws of New York.\nJudgment on the award may be entered in any court having jurisdiction.\n(e). This Section 11.8 shall not preclude the Parties from seeking provisional remedies in aid of arbitration from a court\nof appropriate jurisdiction. The Parties further understand and agree that the decision of the Arbitrator shall be final and binding\nto the fullest extent permitted by law and enforceable by any court having jurisdiction thereof.\n(f). The Parties shall maintain the confidential nature of any Arbitration proceeding and the award, if any, including the\nprivacy of the hearing, except as may be necessary to prepare for or conduct the arbitration hearing on the merits, or except as\nmay be necessary in connection with a court application for a preliminary remedy, a judicial challenge to an award or its\nenforcement, or unless otherwise required by law or judicial decision.\n(g) The prevailing party in any Dispute shall be entitled to be reimbursed for all reasonably costs incurred by such party\nin such Dispute by the non-prevailing party.\nTHE REMEDIES AVAILABLE TO THE PARTIES PURSUANT TO SECTIONS 11.5 & 11.7 SHALL BE THE SOLE AND\nEXCLUSIVE REMEDIES AVAILABLE TO THE PARTIES WITH RESPECT TO ANY DISPUTE ARISING OUT OF OR\nRELATING TO THIS AGREEMENT.\n11.9. Unreturned or Abandoned Property\nIf for any reason MBI is unable to return any Client Assets to a Client’s designated External Client Account, then MBI will report\nand remit such Client Assets in accordance with applicable unclaimed property laws, including the laws of Puerto Rico, if\napplicable.\n11.10. Taxes\nEach Client is solely responsible for determining what, if any, taxes apply to transactions processed by such Client through the\nServices, and it is each Client’s responsibility to report and remit the correct tax to the appropriate tax authority. MBI will not be\nresponsible for determining whether taxes apply to any Client’s transactions or for collecting, reporting, withholding or remitting\nany taxes arising from any transactions.\nAny failure by Client to satisfy its tax obligations that result in Losses to MBI, including legal expense relating to potential\nsubpoenas by taxing authorities, shall be promptly reimbursed by Client upon request by MBI.\n11.11. Miscellaneous\n(a) Entire Agreement. This Agreement and the Terms of Service (i) contains the entire agreement among the Parties\nwith respect to the subject matter hereof, and (ii) supersedes all prior agreements and arrangements (oral and written) among\nthe Parties with respect to the subject matter hereof.\n(b) Amendment. This Agreement may only be amended, modified, or supplemented pursuant to an agreement in writing\nthat has been executed and delivered by both Parties. MBI may amend, supplement or modify the Terms of Service at any time\nwithout any consent upon giving Client written notice of such amendment, supplement or modification.\n(c) Waiver. No Party shall be deemed to have waived any of its rights under this Agreement unless such waiver is\npursuant to an agreement that has been executed and delivered by such Party, and such waiver shall be limited to the terms of\nsuch agreement. No waiver of any provision of this Agreement by any Party shall be deemed a waiver of (i) such provision in\nthe future, or (ii) any other matter by such Party.\n(d) Severability. The invalidity and unenforceability of any provision of this Agreement in any jurisdiction shall not affect\nthe interpretation of (i) the other provisions of this Agreement in such jurisdiction, and this Agreement shall be construed in all\nrespects as if such invalid or unenforceable provision were omitted, and (ii) this Agreement in any other jurisdiction.\nNotwithstanding the foregoing, if any provision of this Agreement is determined to be unenforceable, this Agreement shall be\ninterpreted in a manner consistent with such provision to the fullest extent permitted by applicable Laws.\n19\n\nCasCea 1se:2 13:-2c3r--0c0r-101081-1A8T- A T D oDcoucmuemnet n6t1 220-86- 5 F Filieledd 0 142/0/241/2/253 PPaaggee 2103 9o fo 2f 0145\n(e) Assignment. Client may not assign or transfer any of its rights or obligations under this Agreement without prior\nwritten consent from MBI, including by operation of law or in connection with any change of control. MBI may assign or transfer\nany or all of its rights under this Agreement, in whole or in part, upon providing Client prior written notice.\n(f) Intellectual Property. MBI or its third-party licensors are and shall be the owners of the MBI Intellectual Property and\nClients shall not have any ownership rights, express or implied, in the MBI Intellectual Property.\n(g) Interpretation. Except as otherwise provided in this Agreement or the Terms of Service, this Agreement will be\nsubject to the following clauses of interpretation: (i) the gender (or lack of gender) of all words used includes the masculine,\nfeminine, and neuter; (ii) the meanings of all words used shall be applicable equally to the singular or plural, as applicable; (iii)\nthe words “include” and “including” shall be without limitation; (iv) the words “based on” shall mean based on, related to, or\nderived from, (v) references to Sections, Annexes and Schedules refer to the Sections, Annexes and Schedules of this\nAgreement or the Term of Service, as applicable; (vi) references to laws refer to such laws as they may be amended from time\nto time, and references to particular provisions of a laws include any corresponding provisions of any succeeding laws; (vii)\nreferences to any agreement refers to such agreement as it may be amended, modified, supplemented, or replaced (including\nby any consent or waiver) from time to time, (viii) all headings and captions contained in this Agreement are inserted for\nconvenience of reference only and shall not be deemed to interpret or modify the provisions of this Agreement; (ix) references\nto money refer to legal currency of the United States of America unless otherwise stated; and, (x) any acts or omissions of MBI\npursuant to, or in connection with, this Agreement or the Terms of Service, shall be in the sole and absolute discretion of MBI.\n(h) Counterparts. This Agreement may be executed in counterparts (including by electronic signature), each of which\nshall constitute an original and all of which, when taken together, shall constitute one agreement.\n[********]\n20\n\nCaseC 1a:s2e3 1-c:2r-30-0c1r-1080-1A1T8 - A TD o cDuomceunmt e6n1t2 2-068 - 6 F ilFeidle 0d4 1/024/2/215/2 3 P Paaggee 1 14 0o fo 1f 145\nAtachment Descrip�on of Annex Title/Relevant Cita�on/Page\nNumber\nAtachment A Government response to the Mo�on (ECF 188) - Case 1:23-cr-00118-AT\nfor Return of Property (7 Dec 2023) Document 188\nPage 1 and Page 2\nAtachment B Leter in reply to the trustee n/a\nobjec�ons to the mo�on for the\nreturn of property – Brad Geyar.\nAtachment C The Debters Mo�on for relief from (DOC 561 ) - Case 22-50073 (JAM)\norder Appoin�ng Luc Despins. Doc 561\nBankruptcy Trustee’s lawyer (Paul (ECF 189) - Case 1:23-cr-00118-AT\nAtachment D Has�ngs leter) filed on behalf of Luc\nDespins on 8 Dec 2023\nAtachment E Luc Despins/ Paul Hastings fees and Case 22-50073 Doc 2256 Pg 3\nExpenses. Onwards\nAtachment E1 Transcript (highlighted) (ECF 151-3) Case 1:23-cr-00118-AT\nAugust 29, 2023\nAtachment F Governments Forfeiture Bill of (ECF 38) - Case 1:23-cr-00118-AT\nParticulars Document 38\nAtachment G Letter from Candeys Solicitors\nDecember 12, 2023\nAtachment G1 Transcript Case 22-50073 Doc 1985\nJune 29, 2023\nAtachment H Bankruptcy counsel represen�ng (ECF 2425) - Case 22-50073 Doc\nChapter 11 trustee Luc Despins 2425\nAtachment I Transcript (ECF 2174) - Case 22-50073 Doc\nAugust 29, 2023 2174\nPages 24- 29\nAtachment J Aramino Audit\nDecember 20, 2021\nAtachment K Aramino Audit\nAugust 10, 2022\n\nCaseC 1a:s2e3 1-c:2r-30-0c1r-1080-1A1T8 - A TD o cDuomceunmt e6n1t2 2-068 - 7 F ilFeidle 0d4 1/024/2/215/2 3 P Paaggee 1 14 1o fo 5f 145\nBusiness Account Application\nBusiness Legal Name\nHimalaya International Reserves Ltd\nAuthorized person completing this application\nGeorgette Adonis-Roberts\nAs the person completing this application, I am a\nEmployee/Executive\nPlease upload the Corporate Resolution of the company authorizing you to open and manage an\naccount for the entity.\nBusiness Address\nCommerce House, Cay 1, Tortola, Tortola VG1110, Virgin Islands (British)\nEmail of the authorized person completing the Phone\napplication 07464803316\nGeorgette.Adonis-Roberts@Hamilton-CH.com\nBusiness Registration Number Business Tax ID (EIN for USA Entity)\n2047670 n/a\nDate Company registered Country of business registration\n11/9/2020 Virgin Islands (British)\nAbout your business\nPlease describe your business and who your customers are.\nThe Himalaya Dollar (HDO) is an Ethereum-based ERC-1404 token that has backward compatibility to the\nERC-20. Our stable coin fixed to the United States Dollar (USD) with the backing of a Reserve consisting\nof USD and cash-equivalent assets.\nWhat is the purpose of opening a bank account with FV Bank? Please describe how you will use\nthe account.\nTo hold the proceeds of the sale of our Himalaya Dollar.\nHas the Applicant, its owners or principals, been subject to any regulatory investigation, penalty or\nenforcement in the last 5 years?\nNo\nIs your business involved in any of the following (check all that apply)\nDoes your business have a written business plan?\nNo\nExpected Account Activity\n\nCaseC 1a:s2e3 1-c:2r-30-0c1r-1080-1A1T8 - A TD o cDuomceunmt e6n1t2 2-068 - 7 F ilFeidle 0d4 1/024/2/215/2 3 P Paaggee 1 24 2o fo 5f 145\nExpected amount of initial deposit Expected average balance\n$300,000,000.00 $500,000,000.00\nExpected number of monthly ACH deposits Expected amount of monthly ACH deposits\n0 $0.00\nExpected number of monthly ACH payments Expected amount of monthly ACH payments\n0 $0.00\nExpected number of monthly Domestic Wire Expected amount of monthly Domestic Wire\ndeposits deposits\n0 $0.00\nExpected number of monthly Domestic Wire Expected amount of monthly Domestic Wire\npayments payments\n3 $100,000,000.00\nExpected number of monthly International Wire Expected amount of monthly Interntional Wire\ndeposits deposits\n3 $1,000,000.00\nExpected number of monthly International Wire Expected amount of monthly International Wire\npayments payments\n3 $20,000,000.00\nEntity Type\nLimited Liability Company\nWebsite Please provide any \"Doing Business As \" names you also operate\nhttp under if any.\nHimalaya Dollar\nPlease provide the name and valid identification (passport) for an individual in your organization who has\nsignificant responsibility to control, manage or direct the company? This may include an executive officer\nor senior manager such as a Chief Executive Officer, Chief Financial Officer, Chief Operating Officer,\nPresident, or any other individual who regularly performs similar functions.\nName\nKin Ming Je\nRole Controller Identity Document\nPresident WJ passport.pdf\nHow many other officers are in your organization, not including the above, such as Chief Executive Officer,\nChief Financial Officer and/or Chief Operating Officer that exert control over the business? If so, please list\ntheir names. below.\nNumber of additional Officers\n1\nName Role\nEhsan Masud President\n\nCaseC 1a:s2e3 1-c:2r-30-0c1r-1080-1A1T8 - A TD o cDuomceunmt e6n1t2 2-068 - 7 F ilFeidle 0d4 1/024/2/215/2 3 P Paaggee 1 34 3o fo 5f 145\nWho are your shareholders or members who control 25% or more of the entity?\nEntities\nHow many entity shareholders with 25% or more\nownership?\n1\nName of entity shareholder #1 Please list all shareholders who own 25% or\nMajor Leaad International Limited more of the entity\nPercentage of ownership of entity #1\n100.00%\nHow many directors does your company have?\n2\nDirector #1\nJesse Brown\nPlease upload a valid govenment issued photo ID of the Director #1\nJesse-Passport.pdf\nDirector #2\nHee-Seup Shin\nPlease upload a valid govenment issued photo ID of the Director #2\nHee-Seup Shin Passport (1).pdf\nPlease upload your certificate of incorporation or equivalent\nCert of Incorporation - HIR.pdf\nPlease upload your articles of association or operating agreement.\nHIR M&A 908995 - 09 Nov 2020(1).pdf\nPlease upload a register of shareholders, members or partners.\nHIR Members Register REG 908997 - 18 Nov 2020.pdf\nPlease upload a proof of address for the business. (Utility bill, rental contract, bank statement or\nsimiliar)\nPlease upload a source of funds, like a bank statement, trading account, invoice or contract.\nDoes Your Company deal in crypto currency?\nYes\nIs your company a Money Servcies Business or\nMoney Transmitter?\nNo\nDo you require a license to operate your business model in your jurisdiction of registration?\nNo\n\nCaseC 1a:s2e3 1-c:2r-30-0c1r-1080-1A1T8 - A TD o cDuomceunmt e6n1t2 2-068 - 7 F ilFeidle 0d4 1/024/2/215/2 3 P Paaggee 1 44 4o fo 5f 145\nWhat type of crypto currency does your organization work with?\nOther\nPlease list other cryptocurrencies offered since you selected \"Other\" above.\nHDO and HCN\nWhat is your business model in the crypto/blockchain industry?\nOther\nPlease explain your crypto business model if you selected \"Other\" above.\nThe Himalaya Dollar (HDO) is an Ethereum-based ERC-1404 token that has backward compatibility to the\nERC-20. Our stable coin fixed to the United States Dollar (USD) with the backing of a Reserve consisting\nof USD and cash-equivalent assets.\nWho are your primary business partners involved in the crypto currency transactions (liquidity\nproviders, OTC, Exchanges etc.)?\nHimalaya Exchange\nDoes your organization have an AML/CFT Program (Policies and Procedures)?\nYes\nPlease upload your AML/CFT Program (policies and procedures).\nAML Policy_V3.0.pdf\nHas your organization AML/CFT Compliance Program been reviewed by an independent third\nparty?\nNo\nDoes your organization have a Complaints policy?\nNo\nPlease upload your complaints policy.\nDoes your organization have a business agreement or terms and conditions with your customer?\nYes\nPlease upload your buiness agreement or terms and conditions.\nHimalaya Exchange Terms & Conditions (16) New- 17.11.2021.pdf\nDo your customers have direct access to their wallet or account with your service?\nNo\nIMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING AN ACCOUNT:\nTo help the government fight the funding of terrorism and money laundering activities, federal law requires\nall financial institutions to obtain, verify, and record information that identifies each person who opens an\naccount. What this means for you: When you open an account, we will ask for your company formation\ndocuments, business licenses, business address, tax identification number, and other information that will\nallow us to identify your business. We may ask to see your other identifying or ownership documents.\nAcknowledgement of Receipt\n\nCaseC 1a:s2e3 1-c:2r-30-0c1r-1080-1A1T8 - A TD o cDuomceunmt e6n1t2 2-068 - 7 F ilFeidle 0d4 1/024/2/215/2 3 P Paaggee 1 54 5o fo 5f 145\nI hereby acknowledge receipt of this Business Customer Identification Program Notice and\nfurther acknowledge that I understand its contents.\nAcknowledgement and Agreement\nI hereby acknowledge the information provided in this application is true and accurate as of the date set\nforth opposite my signature below. I consent to the use of information contained herein for the\nsole purpose of verifying the identity of my business and preventing fraud and understand that this\ninformation will not be used or shared for any other purpose with any other party. I further represent that I\nam an authorized representative of the business.\nRegulation GG – Unlawful Internet Gambling Disclosure\nI hereby acknowledge receipt of FV Bank International Inc’s Regulation GG Unlawful Internet Gambling\nDisclosure. By signing below, I certify that I am not now engaged in, and during the life of the Account,\nshall not engage in any activity or business that is unlawful under the Unlawful Internet Gambling\nEnforcement Act of 2006, 31 USG 5361, et seq., (the “UIGEA”). I understand that I may not use\nthis Account or any other service to receive any funds, transfer, credit, instrument, or proceeds that arise\nfrom a business that is unlawful under the UIGEA. I agree that if I am asked to process a transaction that I\nbelieve is restricted under the UIGEA, I am block the transaction and take any other action deemed to be\nreasonable under the UIGEA.\nMarijuana Related Business Disclosure\nI hereby acknowledge receipt of FV Bank International Inc’s Marijuana Related Business Disclosure.\nBy signing below, I certify that I am not now engage in, and during the life of the Account, will not\nconduct any marijuana related business activity, as outlined in the Marijuana Related Business Disclosure.\nFailing to alert FV Bank International Inc. that a Beneficial Owner(s) own or directly control a marijuana\nrelated business or are utilizing FV Bank International, Inc. to receive, accept, hold or maintain funds\nderived from a directly marijuana-related business are grounds for immediate termination of all banking\nservices.\nSignature Name of Signer\nGeorgette Adonis-Roberts\nDate of Application\n11/17/2021","body_zh":null,"key_entities":[],"ecf_references":[],"word_count":17166,"status":"published","published_at":null,"created_at":null,"updated_at":"2026-07-06 20:54:56"}