You (“Account Holder”, “Customer”,“you”, “your”) hereby requests and directs that Prime Trust, LLC (“Prime Trust”,“Custodian”, “we”, “our”, “us”), a Nevada chartered trust company, establish a PrimeAsset Custody Account (“Account”) for and in the name of Account Holder,and to hold as custodian all assets deposited to, or collected with respect to such Account, upon the following terms and conditions:

1. APPOINTMENT OF CUSTODIAN:

Account Holder hereby appoints Prime Trust to be custodian of and to hold or process as directed all securities, currency, cryptocurrency, and other assets of AccountHolder (hereinafter referred to as “Custodial Property”) that are delivered to Custodian by Account Holder or Account Holder’s Agent(s) (as defined below) to the Account in accordance with the terms of this Agreement.

2. SELF-DIRECTED INVESTMENTS:

1. This Account is a self-directedAccount that is managed by Account Holder and/or Account Holder’s Agents. PrimeTrust will act solely as custodian of the Custodial Property and will not exercise any investment or tax planning discretion regarding your Account, as this is solely your responsibility and/or the responsibility of advisors,brokers and others you designate and appoint as your agent for your Account (“Agents”),if any. Prime Trust undertakes to perform only such duties as are expressly set forth herein, all of which are ministerial in nature.
2. As a self-directed Account,you acknowledge and agree that:
   1. The value of your Account will be solely dependent upon the performance of any asset(s)chosen by you and/or your Agents.
   2. PrimeTrust shall have no duty or responsibility to review or perform due diligence on any investments or other Custodial Property and will make absolutely no recommendation of investments, nor to supervise any such investments. You will perform your own due diligence on all investments and take sole responsibility for all decisions made for your Account.
   3. PrimeTrust does not provide any valuation or appraisals of Custodial Property, nor does it hire or seek valuations or appraisals on any Custodial Property, provided,however, it may, at its option and with no obligation or liability, to the extent available for any particular asset, include recent price quotes or value estimates from various third-party sources, including but not limited to SEC-registered exchanges and alternative trading systems, digital asset exchanges, and real estate websites on your statement for any such Custodial Property. Prime Trust will not be expected or obligated to attempt to verify the validity, accuracy or reliability of any such third-party valuation, valuation estimates or price sand you agree that Prime Trust shall in no way be held liable for any such valuation estimates or price quotations. Prime Trust shall simply act in a passive, pass-through capacity in providing such information (if any) on your Account statements and that such valuation estimates or price quotations are neither verified, substantiated nor to be relied upon in any way, for any purpose,including, without limitation, tax reporting purposes. You agree to engage a professional, independent advisor for any valuation opinion(s) you want on anyCustodial Property.
3. Account Holder will not direct or permit its Agents to direct the purchase, sale or transfer of any CustodialProperty which is not permissible under the laws of Account Holder’s place of residence or illegal under US federal, state or local law. Account Holderhereby warrants that neither you nor your Agents will enter into a transactionor series of transactions, or cause a transaction to be entered into, which is prohibited under Section 4975 of the Internal Revenue Code. Pursuant to thedirections of the Account Holder or Agent(s), Prime Trust shall process the investmentand reinvestment of Custodial Property as directed by Account Holder or itsAgents only so long as, in the sole judgment of Prime Trust, such requestedinvestments will not impose an unreasonable administrative burden on PrimeTrust (which such determination by Prime Trust shall not to be construed in anyrespect as a judgment concerning the prudence or advisability of suchinvestment).Custodian may rely upon any notice, instruction, request or other instrumentbelieved by it to have been delivered from the Account Holder or its Agents,not only as to its due execution, validity and effectiveness, but also as tothe truth and accuracy of any information contained therein.
4. Buy and sell orders may,at Custodians discretion, be accepted verbally, including via telephone, orelectronically, including email and internet-enabled devices and systems, provided,however, that Custodian may, but is not required to, require Account Holder orits Agents to promptly provide email, text or other confirmation to verify suchinstructions and any such instructions will not be deemed as received until verifiedin accordance with the Custodians then-in-effect policies and procedures. AccountHolder acknowledges that any request to waive or change any policies orprocedures for asset disbursements is done so at Account Holders risk. PrimeTrust may decline to accept verbal asset transfer or trade instructions in itssole discretion and require written instructions, or instructions triggeredfrom Account Holder or its Agents using tools while logged onto your account(either directly at <a href="http://www.primetrust.com" target="_blank">www.primetrust.com</a> or on any website orapplication that integrates into Prime Trust systems via API’s (“ApplicationProgramming Interfaces”), which may or may not bear the Prime Trust brand. AccountHolder bears complete and absolute responsibility for all buy, sell, transfer,and disbursement instructions for this Account and will immediately notifyPrime Trust of any unauthorized transactions.
5. Account Holderacknowledges and agrees that the custody of digital assets is generally subjectto a high degree of risk, including without limitation, the risk of loss due tothe blockchain or smart contract defects as well as forks and other eventsoutside of the Custodian’s control. Such Custodial Property is not insured bythe Federal Deposit Insurance Corporation or by any Prime Trust insurancepolicies and so you are advised to directly obtain, at your sole cost andexpense, any separate insurance policies you desire for such CustodialProperty. Account Holder agrees that transfer requests, as well as sale andpurchase orders, for digital assets may be delayed due to security protocols,time-zone differences, communication technology delays or fails, and/orenhanced internal compliance reviews. Accordingly, Prime Trust shall not beliable for any losses or damages, including without limitation direct,indirect, consequential, special, exemplary or otherwise, resulting from delaysin processing such transactions.
6. All instructions for thepurchase and sale of securities and/or digital assets shall be executed throughone or more broker-dealers or exchanges selected by either you or your Agents,or by Prime Trust, as an accommodation (and not in any capacity as abroker-dealer) and Prime Trust is hereby authorized to debit your account forany fees associated with such transaction(s) and remit those to the executingparty.

3. SCHEDULE OF FEES:

The Custodian shall receive reasonablecompensation in accordance with its usual Schedule of Fees then in effect atthe time of service. The fees and charges initially connected with this Accountmay include:

• Account Fees: As detailedon Prime Trust’s current fee schedule, which may change from time to time andis published on www.primetrust.com. Changes to the feeschedule shall not affect any charges for prior periods and will only beeffective as of the date the changes were published.
• Statement Fee: $0.00 –there are no fees for electronically delivered and available statements
• Third-Party Fees – in theevent that we are charged any fees by a third party in performing services onyour behalf (e.g. transfer agent fees, legal fees, accounting fees, taxpreparation fees, notary fees, exchange fees, brokerage fees, bank fees,blockchain settlement fees, etc.) then you agree to reimburse us for suchreasonable charges at cost plus 25% (excluding broker-dealer commissions), andthat no prior approval is required from you in incurring such expense.

You agree to pay all fees and expenses associatedwith your Account. Prime Trust is hereby authorized, at its option, in itssole discretion, to electronically debit the Account for payment of fees and expenses,including charging any linked credit or debit card, pulling funds from anylinked bank account, or liquidating any of the Custodial Property without priornotice or liability. Unpaid fees are subject to interest at a rate of 1.50% permonth on the outstanding balance and may be applied as a first lien on anyCustodial Property. Prime Trust reserves the right to make changes to its feesfor custodial services in its sole and absolute discretion.

4. ASSETS AND CUSTODY:

1. Custodial Property which PrimeTrust will generally agree to accept and hold on Account Holder’s behalfincludes: United States Dollars (“USD”), foreign currencies at the solediscretion of Prime Trust, title to real estate, certain digital assets,private equity and debt securities issued pursuant to laws and regulations ofthe United States, as well as equity and debt securities which are listed onany US exchange or alternative trading system (e.g. OTC, NASDAQ, NYSE, AMEX,etc.). Securities which have been issued pursuant to regulations of countriesother than the US or which are listed on non-US trading systems may beacceptable for custody on a case by case basis. Physical assets such as cash, art,coins, and rare books are generally not accepted for custody at Prime Trust. Acceptanceand custody of digital assets such as cryptocurrency and other tokens aresubject to the sole discretion of Prime Trust.
2. USD in the Custodial Account arehereby directed by Account Holder to be invested in Prime Trust’s “Secure CashSweep”, as available, other than as needed for immediate funds availability.Interest paid from the Secure Cash Sweep BT will be credited to your Account.
3. During the term of this Agreement,Custodian is responsible for safekeeping only Custodial Property which isdelivered into its possession and control by the Account Holder or its Agents.Custodian may for convenience take and hold title to Custodial Property or anypart thereof in its own name or in the name of its nominee (commonly known as“street name”), with Account Holder ownership of Custodial Property segregatedon its books and records.
4. Custodian shall keep accuraterecords of segregation of customer accounts to show all receipts,disbursements, and other transactions involving the Account. All such recordsshall be held indefinitely by Custodian.
5. Custodian shall collect and holdall funds when Custodial Property may mature, be redeemed or sold. Custodianshall hold the proceeds of such transaction(s) until receipt of written orelectronic (via our systems) disbursement instructions from Account Holder.
6. Custodian shall process anypurchase, sale, exchange, investment, disbursement or reinvestment of CustodialProperty under this Agreement that Account Holder or its Agents may at any timedirect, provided that sufficient unencumbered, cleared assets are available forsuch transaction.
7. Funds received in any currencyother than USD may, at your direction or as needed to fulfill investmentdirections or pay fees, be converted to USD at exchange rates set at PrimeTrusts discretion.
8. Withoutlimiting the generality of the foregoing, Prime Trust is authorized to collect intocustody all property delivered to Custodian at the time of execution of thisAgreement, as well as all property which is hereafter purchased for your Accountor which may hereafter to be delivered to Custodian for your Account pursuantto this Agreement, together with the income, including but not limited tointerest, dividends, proceeds of sale and all other monies due and collectableattributable to the investment of the Custodial Property.
9. Custodian isauthorized, in its sole discretion, to comply with orders issued or entered byany court with respect to the Custodial Property held hereunder, withoutdetermination by Custodian of such court’s jurisdiction in the matter. If anyportion of the Custodial Property held hereunder is at any time attached,garnished or levied upon under any court order, or in case the payment,assignment, transfer, conveyance or delivery of any such property shall bestayed or enjoined by any court order, or in case any order, judgment or decreeshall be made or entered by any court affecting such property or any partthereof, then and in any such event, Custodian is authorized, in its solediscretion, to rely upon and comply with any such order, writ, judgment ordecree which it is advised by legal counsel selected by it is binding upon itwithout the need for appeal or other action, and if Custodian complies with anysuch order, writ, judgment or decree, it shall not be liable to any of theparties hereto or to any other person or entity by reason of such complianceeven though such order, writ, judgment or decree may be subsequently reversed,modified, annulled, set aside or vacated.
10. Custodian does not warrant orguarantee that any buy or sell order by Account Holder will be executed at thebest posted price or timely executed. Account Holder acknowledges and agreesthat (i) Custodian does not have access to every market or exchange which aparticular product or financial instrument may be traded and Custodian makes norepresentation regarding the best price execution of any instructions, (ii)other orders may trade ahead of Account Holder’s order and exhaust availablevolume at a posted price, (iii) exchanges, market makers or other types ofsellers or purchasers may fail to honor posted or otherwise agreed-upon prices,(iv) exchanges may re-route customer orders out of automated execution systemsfor manual handling (in which case, execution may be substantially delayed),(iv) system delays by exchanges or third-parties executing instructions mayprevent Account Holders order from being executed, may cause a delay inexecution or not to be executed at the best posted price or at all, and, (v)Custodian may not promptly or in a timely manner execute Customers order(s) dueto internal delays, and Custodian makes no representation that its custodyservices are in any way suitable for active trading or any activity requiringprompt or exact execution. The Account is not a brokerage account. Transactionsmay be subject to additional fees and charges by both Custodian and anythird-party service providers or exchanges.

5.ACCOUNT ACCESS AND COMMUNICATIONS:

1. Custodian shall provide youand your Agent(s) with access to your Account via our website at www.primetrust.com, via the “Banq” mobile app, and/or via API’s thatthird-parties can write into (e.g. exchanges, broker-dealers, funding portals,trading platforms, investment advisors, registered transfer agents, banks,consumer and industrial financial application providers, etc.).
2. Your Agent(s) shall beprovided with access to the Account as chosen by you using the tools andsettings provided to you for your Account, which may include Accountinformation such as current and historic statements, transaction history,current asset positions, and account types and beneficiaries. It may, dependingupon the settings and permissions you choose for your particular Agents,include the ability to instruct Prime Trust to take action with respect to theCustodial Property and Account, including without limitation to invest, sell,receive, deliver or transfer Custodial Property. Any actions undertaken by any ofyour Agents are deemed to be those of the Account Holder directly, and youagree to maintain the security of your login credentials and passwords, as wellas Agent access lists and associated permissions, so only your authorizedpersons have access to your Account. Prime Trust shall also be entitled to relyand act upon any instructions, notices, confirmations or orders received fromyour Agent(s) as if such communication was received directly from the AccountHolder without any required further review or approval. Account Holder issolely responsible for monitoring and supervising the actions of your Agentswith respect to the Account and Custodial Property.
3. Statements of assets,along with a ledger of receipts and disbursements of Custodial Property shallbe available online at www.primetrust.com, in your Account, as well as via thewebsites and/or applications of third-party API integrators that you select anduse.
4. Custodian shall be underno obligation to forward any proxies, financial statements or other literaturereceived by it in connection with or relating to Custodial Property held underthis agreement. Custodian shall be under no obligation to take any action withregard to proxies, stock dividends, warrants, rights to subscribe, plans ofreorganization or recapitalization, or plans for exchange of securities.
5. Account Holder agrees thatCustodian may contact you for any reason. No such contact will be deemedunsolicited. Custodian may contact Account Holder at any address, telephonenumber (including cellular numbers) and email addresses as Account Holder mayprovide from time to time. Custodian may use any means of communication,including but not limited to, postal mail, email, telephone, or other technologyto reach Account Holder.

6. ELECTRONIC STATEMENTSELECTION:

   Account Holder agrees thatPrime Trust will make statements available in electronic form only. AccountHolder further agrees that you can and will log onto its Account at www.primetrust.com or on the websites or applications of itsselected third-party API integrators at your discretion to view current or historicstatements, as well as transaction history, assets and cash balances. AccountHolder understands and agrees that under no circumstances may you request tohave statements printed and mailed to you. If Account Holder desires printedstatements, then you agree to log onto your Account at www.primetrust.com (oron the websites or applications of your selected third-party API integrators) andprint them yourself.

6.TERM AND TERMINATION, MODIFICATION:

1. This Agreement iseffective as of the date set forth below and shall continue in force untilterminated as provided herein.
2. This Agreement may beterminated by either party at any time upon 30 days written notice to the otherparty (with email being an agreed upon method of such notice), provided, however,Prime Trust may immediately terminate this Agreement without notice orliability in the event that (i) Prime Trust becomes aware or has reason tobelieve that Account Holder may be engaged in illegal activity, or (ii)termination is deemed appropriate by Prime Trust to comply with its legal or regulatoryobligations.
3. This Agreement may beamended or modified only by the Custodian, or with the written agreement fromthe Custodian. Such amendments or modifications shall be effective on the 30thday after the Account Holder receives notice of such revision electronicallyvia the email address shown on the records of Prime Trust.
4. If this Agreement is terminatedby either party then Custodian shall deliver the Custodial Property to AccountHolder as soon as practicable or, at Account Holder’s request to a successor custodian.Account Holder acknowledges that Custodial Property held in Custodian’s name ornominee may require a reasonable amount of time to be transferred. Upondelivery of Custodial Property, Custodian’s responsibility under this Agreementceases.
5. Notwithstanding anythingto the contrary herein, this agreement shall terminate immediately upon theoccurrence of any of the following events:
6. Upondeath of the Account Holder, the Custodian shall continue to hold CustodialProperty until such time the Custodian receives instructions from AccountHolder’s executor, trustee or administrator pursuant to the probate process, asapplicable, and has received advice of its legal counsel to transfer suchassets (which costs shall be borne by the Account Holder). In the event that nobeneficiaries claim this Account then the assets may be preserved in the Accountfor so long as possible, until a beneficiary makes itself known or as may besubject to “unclaimed property” regulations as promulgated by state and federalregulators (at which time assets on Account may be transferred or liquidatedand proceeds forwarded to such authorities as required by law or regulation).
7. Filingof a petition in bankruptcy (by the Account Holders or by a creditor of the AccountHolders). If this Agreement terminates due to the filing of a petition inbankruptcy, termination or dissolution of Account Holder, Custodian shalldeliver the Custodial Property to the Court appointed representative for AccountHolder. If no representative has been appointed by the Court, Custodian maydeliver the Custodial Property to the person it deems to be an agent of the AccountHolder and such delivery will release Custodian from any further responsibilityfor said Custodial Property.
8. Thelegal incompetency of Account Holder, unless there is in existence a validdurable power of attorney or trust agreement authorizing another to succeed oract for Account Holder with respect to this agreement.
9. PrimeTrust becomes aware of or suspects that the Account Holder or any of its Agentsare engaged in any criminal activity, material violation of the law or materialbreach of the terms of this Agreement.

7.TERMS OF USE, PRIVACY POLICY:

Exceptas set forth in this Agreement, Account Holder agrees to be bound by the PrimeTrust’s most current, then in effect Terms of Use and Privacy Policy, asavailable via links at the bottom of the www.primetrust.com website. You representthat you have reviewed such policies and in using our services hereby agree tobe bound by them. In the event of any conflict between any terms or provisionsof the website Terms of Use or Privacy Policy and the terms and provisions ofthis Agreement, the applicable terms and provisions of this Agreement shallcontrol.

8.DISCLAIMER:

EXCEPTAS EXPRESSLY SET FORTH IN THIS AGREEMENT, PRIME TRUST MAKES NO REPRESENTATIONOR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BYOPERATION OF LAW). PRIME TRUST EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIESOF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE,AND NON-INFRINGEMENT. PRIME TRUST DOES NOT WARRANT AGAINST INTERFERENCE WITHTHE USE OF THE SERVICES OR AGAINST INFRINGEMENT. PRIME TRUST DOES NOT WARRANTTHAT THE SERVICES OR SOFTWARE ARE ERROR-FREE OR THAT OPERATION OR DATA WILL BESECURE OR UNINTERRUPTED. PRIME TRUST EXPRESSLY DISCLAIMS ANY AND ALL LIABILITYARISING OUT OF THE FLOW OF DATA AND DELAYS ON THE INTERNET, INCLUDING BUT NOTLIMITED TO FAILURE TO SEND OR RECEIVE ANY ELECTRONIC COMMUNICATIONS (e.g.EMAIL). ACCOUNT HOLDER DOES NOT HAVE THE RIGHT TO MAKE OR PASS ON ANYREPRESENTATION OR WARRANTY ON BEHALF OF PRIME TRUST TO ANY THIRD PARTY. ACCOUNTHOLDER’S ACCESS TO AND USE OF THE SERVICES ARE AT ACCOUNT HOLDER’S OWN RISK. ACCOUNTHOLDER UNDERSTANDS AND AGREES THAT THE SERVICES ARE PROVIDED TO IT ON AN “ASIS” AND “AS AVAILABLE” BASIS. PRIME TRUST EXPRESSLY DISCLAIMS LIABILITY TO ACCOUNTHOLDER FOR ANY DAMAGES RESULTING FROM ACCOUNT HOLDER’S RELIANCE ON OR USE OFTHE SERVICES.

9.LIMITATION OF LIABILITY; INDEMNIFICATION:

1. Disclaimerof Liability and Consequential Damages.

   CUSTODIANSHALL NOT BE LIABLE FOR ANY ACTION TAKEN OR OMITTED BY IT IN GOOD FAITH UNLESSAS A RESULT OF ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN EACH CASE ASDETERMINED BY A COURT OF COMPETENT JURISDICTION, AND ITS SOLE RESPONSIBILITYSHALL BE FOR THE HOLDING AND DISBURSEMENT OF THE CUSTODIAL PROPERTY INACCORDANCE WITH THE TERMS OF THIS AGREEMENT, SHALL HAVE NO IMPLIED DUTIES OR OBLIGATIONSAND SHALL NOT BE CHARGED WITH KNOWLEDGE OR NOTICE OF ANY FACT OR CIRCUMSTANCENOT SPECIFICALLY SET FORTH HEREIN, ACCOUNT HOLDER HEREBY ACKNOWLEDGES AND AGREES, NOTWITHSTANDINGANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, PRIME TRUST WILL NOT,UNDER ANY CIRCUMSTANCES, BE LIABLE TO ACCOUNT HOLDER FOR CONSEQUENTIAL,INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR RELATED TO ANYINVESTMENT OR TRANSACTION OCCURRING UNDER THIS AGREEMENT, INCLUDING BUT NOTLIMITED TO, LOST PROFITS OR LOSS OF BUSINESS, EVEN IF PRIME TRUST HAS BEENADVISED OF THE LIKELIHOOD OF SUCH LOSS OR DAMAGE AND REGARDLESS OF THE FORM OFACTION. THIS INCLUDES ANY LOSSES OR PROBLEMS OF ANY TYPE RESULTING FROMINCIDENTS OUTSIDE OF OUR DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO ERRORS,HACKS, THEFT OR ACTIONS OF ISSUERS, TRANSFER AGENTS, SMART CONTRACTS,BLOCKCHAINS AND INTERMEDIARIES OF ALL TYPES.

2. Capon Liability.

   ACCOUNTHOLDER HEREBY ACKNOWLEDGES AND AGREES UNDER NO CIRCUMSTANCES WILL PRIME TRUST‘STOTAL LIABILITY OF ANY AND ALL KINDS ARISING OUT OF OR RELATED TO THISAGREEMENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THEFORM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT,OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID, IF ANY, BY ACCOUNT HOLDERTO PRIME TRUST UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIORTO THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.

3. GeneralIndemnification.

   AccountHolder hereby agrees to indemnify, protect, defend and hold harmless PrimeTrust and its officers, directors, members, shareholders, employees, agents,partners, vendors, successors and assigns from and against any and all thirdparty claims, demands, obligations, losses, liabilities, damages, regulatoryinvestigations, recoveries and deficiencies (including interest, penalties andreasonable attorneys’ fees, costs and expenses), which Prime Trust may sufferas a result of: (a) any breach of or material inaccuracy in the representationsand warranties, or breach, non-fulfillment or default in the performance of anyof the conditions, covenants and agreements, of Account Holder contained inthis Agreement or in any certificate or document delivered by Account Holder orits agents pursuant to any of the provisions of this Agreement, or (b) anyobligation which is expressly the responsibility of Account Holder under thisAgreement, or (c) any other cost, claim or liability arising out of or relatingto operation or use of the license granted hereunder, or, (d) any breach,action or regulatory investigation arising from Account Holder’s failure tocomply with any state blue sky laws or other securities laws any applicablelaws, and/or arising out of any alleged misrepresentations, misstatements oromissions of material fact in the Account Holders’ offering memoranda, generalsolicitation, advertisements and/or other offering documents. Account Holder isrequired to immediately defend Prime Trust including the immediate payment ofall attorney fees, costs and expenses, upon commencement of any regulatoryinvestigation arising or relating to Account Holder’s offering and/or items inthis Section 9.3(a) through (d) above. Any amount due under the aforesaidindemnity will be due and payable by Account Holder within thirty (30) daysafter demand thereof. The indemnityobligations of Account Holder hereunder shall survive any termination of thisAgreement and the resignation or removal of Custodian hereunder.

4. Limitationon Prime Trust’s Duty to Litigate.

   Withoutlimiting the foregoing, Prime Trust shall not be under any obligation to defendany legal action or engage in any legal proceedings with respect to the Accountor with respect to any property held in the Account unless Prime Trust isindemnified to Prime Trust’s satisfaction. Whenever Prime Trust deems itreasonably necessary, Prime Trust is authorized and empowered to consult withits counsel in reference to the Account and to retain counsel and appear in anyaction, suit or proceeding affecting the Account or any of the property of the Account.All fees and expenses so incurred shall be for the Account and shall be chargedto the Account.

5. ThirdParty Claims.

   1. Account Holder agrees to bear sole responsibility for the prosecution ordefense, including the employment of legal counsel, of any and all legalactions or suits involving the Account, which may arise or become necessary forthe protection of the investments in that Account, including any actions lodgedagainst the Custodian. Account Holder also agrees to bear sole responsibilityfor enforcing any judgments rendered in favor of the Account, includingjudgments rendered in the name of Prime Trust as Custodian of the Account.
   2. AccountHolder agrees to be responsible for any and all collection actions, includingcontracting with a collection agency or institutional legal action, andbringing any other suits or actions which may become necessary to protect therights of the Account. Account Holder understands that any legal filings madeon behalf of this Investment are to be made on behalf of beneficial owners forwhom Prime Trust acts as custodian. Account Holder agrees not to institutelegal action on behalf of the Account without Custodian’s written consent tolitigate and that Account Holder shall prosecute any legal action. AccountHolder agrees that any such legal action will be carried out in a manner thatdoes not cause Custodian to incur any costs or legal exposure.
6. Custodianmay consult legal counsel selected by it in the event of any dispute orquestion as to the construction of any of the provisions hereof or its dutieshereunder, or relating to any dispute involving any disbursements or servicescontemplated herein, and shall incur no liability and shall be fullyindemnified by you from any liability whatsoever in acting in accordance withthe advice of such counsel. Account Holder shall promptly pay, upon demand, thereasonable fees and expenses of any such counsel and fees may be deducted fromCustomer’s account, including the liquidation of assets if needed in order tomake cash available to settle such costs.

10.NOTICES:

Allnotices permitted or required by this Agreement will be via electronic mail(“email”), and will be deemed to have been delivered and received upon sendingvia any SMTP delivery service chosen by Prime Trust. Notices shall be deliveredto the addresses on record which, if to Prime Trust shall be to support@primetrust.comand if to Account Holder shall be to the email address on file in your Account.

11.SEVERABILITY:

Ifany provision of this Agreement is for any reason found to be ineffective,unenforceable, or illegal by any court having jurisdiction, such condition willnot affect the validity or enforceability of any of the remaining portionshereof.

12.NO LEGAL, TAX OR ACCOUNTING ADVICE:

AccountHolder agrees without reservation that Prime Trust is NOT providing any legal,tax or accounting advice in any way, nor on any matter, regardless of the toneor content of any communication (oral, written or otherwise). Account Holder shallrely solely on its own legal, tax, accounting and other professional advisorsfor any such advice and on all matters.

13.NO INVESTMENT ADVICE OR RECOMMENDATIONS:

AccountHolder agrees that Prime Trust is not providing any investment advice, nor dowe make any recommendations regarding any securities or other assets to AccountHolder. Account Holder agrees that it will not construe any communications fromPrime Trust or any person associated with Prime Trust, whether written or oral,to be legal, investment, due diligence, valuation or accounting advice andagrees to only and exclusively rely on the advice of Account Holder’ sattorneys, accountants and other professional advisors, including any Agents,investment advisers or registered broker-dealers acting on your behalf.

14.ELECTRONIC COMMUNICATIONS NOTICE AND CONSENT:

Eachof Account Holder and Prime Trust hereby agree that all current and futurenotices, confirmations and other communications regarding this Agreementspecifically, and future communications in general between the parties, may bemade by email, sent to the email address of record as set forth in the Noticessection above or as otherwise from time to time changed or updated anddisclosed to the other party, without necessity of confirmation of receipt,delivery or reading, and such form of electronic communication is sufficientfor all matters regarding the relationship between the parties. If any suchelectronically-sent communication fails to be received for any reason,including but not limited to such communications being diverted to therecipients’ spam filters by the recipients email service provider, or due to arecipients’ change of address, or due to technology issues by the recipients’service provider, the parties agree that the burden of such failure to receiveis on the recipient and not the sender, and that the sender is under noobligation to resend communications via any other means, including but notlimited to postal service or overnight courier, and that such communicationsshall for all purposes, including legal and regulatory, be deemed to have beendelivered and received. No physical, paper documents will be sent to AccountHolder, and if Account Holder desire physical documents then it agrees to besatisfied by directly and personally printing, at Account Holder’s own expense,either the electronically-sent communication(s) or the electronically availablecommunications by logging onto Account Holder’s Account at www.primetrust.comand then maintaining such physical records in any manner or form that AccountHolder desire. Account Holder’s Consent is Hereby Given: By signing thisAgreement electronically, Account Holder explicitly agrees to this Agreementand to receive documents electronically, including a copy of this signedAgreement as well as ongoing disclosures, communications and notices.

15.ASSIGNMENT:

Noparty may transfer or assign its rights and obligations under this Agreementwithout the prior written consent of the other parties. Notwithstanding theforegoing, without the consent of the other parties, any party may transfer orassign its rights and obligations hereunder in whole or in part (a) pursuant toany merger, consolidation or otherwise by operation of law, and (b) to thesuccessors and assigns of all or substantially all of the assets of suchassigning party, provided such entity shall be bound by the terms hereof. ThisAgreement will be binding upon and will inure to the benefit of the propersuccessors and assigns.

16.BINDING ARBITRATION, APPLICABLE LAW AND VENUE, ATTORNEYS FEES:

ThisAgreement is governed by and will be interpreted and enforced in accordancewith the laws of the State of Nevada without regard to principles of conflictof laws. Any claim or dispute arising under this Agreement may only be broughtin arbitration, with venue in Clark County, Nevada, pursuant to the rules ofthe American Arbitration Association. Account Holder and Prime Trust eachconsent to this method of dispute resolution, as well as jurisdiction, andconsent to this being a convenient forum for any such claim or dispute andwaives any right it may have to object to either the method or jurisdiction forsuch claim or dispute. In the event of any dispute among the parties, theprevailing party shall be entitled to recover damages plus reasonable costs andattorney’s fees and the decision of the arbitrator shall be final, binding andenforceable in any court.

17.COUNTERPARTS, FACSIMILE, EMAIL, SIGNATURES:

ThisAgreement may be executed in counterparts, each of which will be deemed anoriginal and all of which, taken together, will constitute one and the sameinstrument, binding on each signatory thereto. This Agreement may be executedby signatures, electronically or otherwise, delivered by facsimile or email,and a copy hereof that is properly executed and delivered by a party will bebinding upon that party to the same extent as an original executed versionhereof.

18.FORCE MAJEURE:

Noparty will be liable for any default or delay in performance of any of itsobligations under this Agreement if such default or delay is caused, directlyor indirectly, by fire, flood, earthquake or other acts of God; labor disputes,strikes or lockouts; wars, rebellions or revolutions; riots or civil disorder;accidents or unavoidable casualties; interruptions in transportation orcommunications facilities or delays in transit or communication; supplyshortages or the failure of any person to perform any commitment to such partyrelated to this Agreement; or any other cause, whether similar or dissimilar tothose expressly enumerated in this Section, beyond such party’s reasonablecontrol.

19.INTERPRETATION:

Eachparty to this Agreement has been represented by or had adequate time to obtainthe advice and input of independent legal counsel with respect to this Agreementand has contributed equally to the drafting of this Agreement. Therefore, thisAgreement shall not be construed against either party as the drafting party.All pronouns and any variation thereof will be deemed to refer to the masculineand feminine, and to the singular or plural as the identity of the person orpersons may require for proper interpretation of this Agreement. And it is theexpress will of all parties that this Agreement is written in English and usesthe font styles and sizes contained herein.

20.CAPTIONS:

Thesection headings in this Agreement are intended solely for convenience ofreference and shall be given no effect in the construction or interpretation ofthis Agreement.

21.ENTIRE AGREEMENT, AMENDMENTS:

ThisAgreement sets forth the entire understanding of the parties concerning thesubject matter hereof, and supersedes any and all prior or contemporaneouscommunications, representations or agreements between the parties, whether oralor written, regarding the subject matter of this Agreement, and may not bemodified or amended, except by a written instrument executed after theeffective date of this Agreement by the party sought to be charged by theamendment or modification.

22.CAPACITY:

AccountHolder hereby represents that the signer(s) of this Agreement are over the ageof 18 and have all proper authority to enter into the Agreement. Furthermore,if Account Holder is an entity (e.g. corporation, trust, partnership, etc. andnot an individual) then the entity is in good standing in its state, region orcountry of formation; which Account Holder agrees to produce evidence of suchauthority and good standing if requested by Custodian. Account Holder agrees toprovide Prime Trust with any additional information required to open theAccount, including beneficial owners and other customer information. AccountHolder represents that the information provided is complete and accurate andshall immediately notify Prime Trust of any changes.

23.SERVICES NOT EXCLUSIVE:

Nothingin this Agreement shall limit or restrict the Custodian from providing servicesto other parties that are similar or identical to some or all of the servicesprovided hereunder.

24.INVALIDITY:

Anyprovision of this Agreement which may be determined by competent authority tobe prohibited or unenforceable in any jurisdiction shall, as to suchjurisdiction, be ineffective to the extent of such prohibition orunenforceability without invalidating the remaining provisions hereof, and anysuch prohibition or unenforceability in any jurisdiction shall not invalidateor render unenforceable such provision in any other jurisdiction. In such case,the parties shall in good faith modify or substitute such provision consistentwith the original intent of the parties.

SUBSTITUTE IRS FORM W-9

Under penalties ofPerjury, Account Holder certifies that: (1) The tax identification number providedto Prime Trust by Account Holder, if Account Holder is a US person, is thecorrect taxpayer identification number and (2) Account Holder is not subject tobackup withholding because: (a) Account Holder is exempt from backupwithholding, or, (b) Account Holder has not been notified by the InternalRevenue Service (IRS) that it is subject to backup withholding. Account Holderagrees to immediately inform Prime Trust in writing if it has been, or at anytime in the future is notified by the IRS that Account Holder is subject tobackup withholding. Account Holders acknowledge that failing to provideaccurate information may result in civil penalties.

Agreed as of 09 Jun, 2023 by you and PrimeTrust.