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Erebor Deposit Program Custodial Agreement

You hereby agree to participate in the custodial deposit program (the “ Program ”) offered by Erebor Bank, N.A. (the “ Bank ”) as described below and agree to be bound by the terms and conditions set forth below.

Enrollment in the Program is a condition of maintaining a deposit account at the Bank unless and until the Bank determines otherwise in its sole discretion. By signing this document (“ Agreement ”), you are authorizing the Bank to place your funds with Coastal Community Bank (“ Coastal ”) and each Destination Institution (defined below).

If Coastal or any Destination Institution fails, and federal deposit insurance payments become necessary, you may be delayed in receiving your payment. In such case, the Bank will not be obligated to credit your account with funds in advance.

Please take note that:

  1. Coastal and each Destination Institution is a bank that is insured by the Federal Deposit Insurance Corporation (“ FDIC ”);

  2. FDIC deposit insurance only covers the failure of insured banks;

  3. Certain conditions must be satisfied for FDIC deposit insurance coverage to apply on deposits held by Coastal and each Destination Institution.

Additional detail and important information are found below. Please read this Agreement carefully and keep a copy for your records.

This Agreement supplements any other agreements you have entered into, or may enter into in the future, with the Bank with respect to your Account (as defined below) or otherwise, including but not limited to the deposit account agreement and accompanying disclosures governing your Account (the “ Deposit Account Relationship Agreement ”); in the event of any conflict between such other agreements and this Agreement, the terms of this Agreement shall govern. If you have any questions about any provisions of this Agreement, please contact us.

Introduction

  1. To participate in the Program, you must maintain a deposit account with the Bank (your “ Account ”).

  2. You agree to appoint the Bank as your agent and custodian for the purpose of depositing any or all of your Account funds into a deposit account at Coastal or a Destination Institution.

  3. You authorize the Bank to act as your agent and custodian for your funds within the meaning of 12 C.F.R. § 330.5(b)(1).

  4. You authorize the Bank to enter into an ICS Omni Deposit Placement Agreement (the “ Omni Agreement ”) with Coastal and to submit your funds through the ICS Omni Program (the “ Omni Program ”) within ICS®, the IntraFi Cash Service® of IntraFi LLC, for placement at depository institutions at which deposits may be placed through ICS (each, a “ Destination Institution ”). A LIST IDENTIFYING INTRAFI NETWORK BANKS, WHICH ARE FDIC-INSURED DEPOSITORY INSTITUTIONS, APPEARS AT HTTPS://WWW.INTRAFI.COM/NETWORK-BANKS. CERTAIN CONDITIONS MUST BE SATISFIED FOR “PASS-THROUGH” FDIC DEPOSIT INSURANCE COVERAGE TO APPLY. IntraFi network banks may be added or removed without notice.

  5. As your agent and custodian, the Bank will establish one or more deposit accounts for your benefit, and the benefit of others, at Coastal and at one or more Destination Institutions and will maintain records of your beneficial interest in such account(s) (such beneficial interest in such account(s) evidenced on the records of the Bank, your “ Coastal Account ” or “ Destination Institution Account ”, respectively). Coastal will act as the Bank’s agent and custodian in placing your deposits through the Omni Program and establishing and maintaining records of Destination Institution Accounts, and The Bank of New York Mellon provides services that support deposit placement through the Omni Program, including acting as Coastal’s sub-custodian.

  6. When you deposit funds into your Account, your funds will either (i) remain, in whole or in part, on deposit in your Account or (ii) be deposited by the Bank, as your agent and custodian, in whole or in part, into your Coastal Account or (iii) be deposited by Coastal, as agent and custodian of the Bank, acting as your agent and custodian, in whole or in part, into one or more Destination Institution Account(s). At any time, the amount of your funds on deposit in your Account compared to the amount of your funds on deposit in your Coastal Account or Destination Institution Account(s) may change. Funds on deposit in your Account may be deposited into a Coastal Account or Destination Institution Account at any time based on availability, capacity, and the business relationship between the Bank and Coastal. The placement of funds with Coastal by the Bank may present certain conflicts of interest. Please see the section titled “Conflicts of Interest / Waiver of Conflicts” below.

  7. Your funds at the Bank, Coastal and each Destination Institution are eligible for FDIC insurance coverage up to $250,000 for all deposits held in the same insurable capacity in which your Account or Coastal Account or Destination Institution Account, as applicable, is held (e.g., individual account, joint account, etc.) per institution (the “ Insurance Limit ”). Please read the sections titled “Information About FDIC Insurance of Your Deposits at Coastal and Destination Institutions” below.

  8. Funds in your Account and/or your Coastal Account and/or your Destination Institution Account(s) may exceed the Insurance Limit, meaning that some of your funds may be uninsured; provided, however, that the Omni Program is designed so that, at each Destination Institution, no more than $250,000 will be attributable to you (excluding any deposits you may have at a Destination Institution outside of the Omni Program). Amounts in excess of the Insurance Limit at the Bank, at Coastal, or at one or more Destination Institutions will not be covered by FDIC insurance. As your agent and custodian, the Bank may also place your funds in an amount greater than the Insurance Limit in your Coastal Account and/or your Account and/or your Destination Institution Accounts, even if your funds could remain in your other account(s) in an amount that does not exceed the Insurance Limit.

  9. Any funds (including certificates of deposit) that you maintain in the same insurable capacity (e.g., individual account, joint account, etc.) directly with the Bank, including through an intermediary (such as a broker), regardless of the number of accounts, will be aggregated with funds in your Account for purposes of the Insurance Limit. Any funds (including certificates of deposit) that you maintain in the same insurable capacity (e.g., individual account, joint account, etc.) directly with Coastal, including through an intermediary (such as a broker), regardless of the number of accounts, will be aggregated with your funds in the Coastal Account at Coastal for purposes of the Insurance Limit. Any funds (including certificates of deposit) that you maintain in the same insurable capacity (e.g., individual account, joint account, etc.) directly with a Destination Institution, including through an intermediary (such as a broker), regardless of the number of accounts, will be aggregated with your funds in the Destination Institution Account at the Destination Institution. You are responsible for monitoring the total amount of deposits that you have with the Bank, Coastal, and each Destination Institution in order to determine the extent of FDIC insurance coverage available to you. You may contact the Bank, or check your customer portal, to determine the amount of your funds on deposit at Coastal or a Destination Institution(s).

  10. The Coastal Account is solely the obligation of Coastal and is neither directly nor indirectly an obligation of the Bank. You will not have a direct relationship with Coastal by virtue of this Agreement. All deposits and withdrawals to and from the Coastal Account will be made by the Bank on your behalf. Information about the Coastal Account may be obtained from the Bank, not Coastal.

  11. A Destination Institution Account is solely the obligation of that Destination Institution and is neither directly nor indirectly an obligation of the Bank or Coastal. You will not have a direct relationship with a Destination Institution by virtue of this Agreement. All deposits and withdrawals to and from a Destination Institution Account will be made by Coastal on behalf of the Bank on your behalf. Information about a Destination Institution Account may be obtained from the Bank, not the Destination Institution.

  12. All communications regarding the Program, including periodic statements and notices regarding changes to the Program, will be provided to you by the Bank, and not by Coastal or a Destination Institution. If you have any questions regarding the Program, please contact us.

  13. The Bank, in its sole discretion, may make exceptions to the terms and conditions of the Program from time to time.

Appointment of the Bank as Your Agent and Custodian

  1. You appoint the Bank, and the Bank agrees to be appointed, as your agent and custodian to hold in safekeeping the Coastal Account at Coastal, and all records relating thereto. You authorize the Bank to execute and deliver or file on your behalf all appropriate receipts, agreements, releases and other instruments, including whatever agreements may be required to establish and maintain the Coastal Account.

  2. You agree that the Bank, as your agent, may place any or all of your funds on deposit in your Account from time to time at Coastal in amounts determined in accordance with this Agreement.

  3. You authorize the Bank to deliver or transfer the funds on deposit in the Coastal Account to your Account from time to time.

  4. You authorize the Bank to act as your agent and custodian for your funds within the meaning of 12 C.F.R. § 330.5(b)(1).

  5. You authorize the Bank to enter into the Omni Agreement with Coastal and to submit funds through the Omni Program for placement at one or more Destination Institutions. You authorize the Bank to appoint Coastal to act as the Bank’s agent and custodian in placing deposits for you through the Omni Program at one or more Destination Institutions.

  6. You agree that the Bank may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process that the Bank believes (correctly or otherwise) to be valid. The Bank may notify you of such process by telephone, electronically or in writing. If the Bank is not fully reimbursed for its record research, photocopying and handling costs by the party that served the process, the Bank may charge such costs to your Account, in addition to any minimum fee the Bank may charge for complying with legal processes.

  7. You agree that the Bank may honor any legal process that is served personally, by mail, or by facsimile transmission at any of the Bank’s offices or an office of the Bank’s agent (including locations other than where the funds, records or property sought is held), even if the law requires personal delivery at the office where the Coastal Account, a Destination Institution Account, or records are maintained.

  8. You agree that the Bank shall have no liability to you for any action taken or omitted by the Bank hereunder in good faith.

  9. You agree to indemnify the Bank and its nominees against, and to hold the Bank and its nominees harmless from, all expenses (including counsel fees), liabilities, losses and claims arising out of the Program (including the Omni Program) and the holding, delivery or transfer of the Coastal Account and the Destination Institution Account(s) and compliance with any legal process that the Bank believes (correctly or otherwise) to be valid.

Operation of the Program

Accounts at the Bank

To participate in the Program, an Account will be established for you at the Bank pursuant to your Deposit Account Relationship Agreement. The Bank will act as your agent and custodian with respect to the funds from your Account that are deposited into your Coastal Account at Coastal pursuant to the terms of this Agreement. Please read the section titled “Your Relationship with the Bank, Coastal and a Destination Institution” below.

Accounts at Coastal

  1. The Bank, as your agent, will open a Coastal Account at Coastal and act as your custodian with respect to the Coastal Account into which your funds are deposited from time to time.

  2. Your funds will be placed at Coastal based on business arrangements between the Bank and Coastal. Please read the section titled “Conflicts of Interest / Waiver of Conflicts” below.

  3. The Bank will place your funds at Coastal as your agent without regard to the Insurance Limit or whether your funds could remain in your Account in an amount under the Insurance Limit. Any other deposits you have at Coastal outside of the Program may reduce the amount of FDIC insurance coverage for which you are eligible through the Program.

Accounts at Destination Institutions

The Bank, as your agent, will submit funds through Coastal, as the Bank’s agent, for placement in one or more Destination Institution Account(s) as part of the Omni Program.

Deposit Procedures

  1. You agree that the Bank, as your agent, may deposit funds in your Account into a Coastal Account, or into one or more Destination Institution Account(s) through Coastal, as the Bank’s agent, on your behalf.

  2. You understand and agree that your funds may, on any given day, be held in whole or in part, at the Bank, at Coastal, or at one or more Destination Institutions.

  3. Periodically, your previously deposited funds may be reallocated among Coastal, the Bank and one or more Destination Institutions.

  4. You understand and agree that deposit amounts at the Bank, at Coastal, or at a Destination Institution, in excess of the Insurance Limit will not be insured by the FDIC. You understand and agree that it is your obligation to monitor your funds deposited at Coastal and at each Destination Institution. You may contact the Bank, or check your customer portal to determine the amount of your funds on deposit at the Bank, at Coastal, or at one or more Destination Institutions.

Withdrawal Procedures

  1. Any withdrawals from, or transactions involving, your Account will be satisfied from available balances at the Bank, if any. If available balances at the Bank are insufficient to satisfy a debit, the Bank will withdraw funds necessary to satisfy the debit from the Coastal Account, or from one or more Destination Institution Accounts, in the Bank’s discretion based on availability, capacity, and the business relationship between the Bank and Coastal.

  2. You agree that all withdrawals from a Coastal Account, and from a Destination Institution Account, will be made by the Bank as your agent. Limitations on your withdrawal of and access to funds may apply as set forth in your Deposit Account Relationship Agreement. You understand and agree that further delays may apply to your withdrawal of and access to funds to the extent that Coastal’s actions, or a Destination Institution’s actions, including operational limitations of the Omni Program, impact our ability to act on your withdrawal request.

Conflicts of Interest / Waiver of Conflicts

  1. You understand and agree that there is no obligation on the Bank to place funds into a Coastal Account and/or a Destination Institution Account to maximize the amount of FDIC insurance available on your funds or to maximize the interest rates that your funds may earn. Your funds may be placed at Coastal or a Destination Institution without regard to whether such funds may exceed the Insurance Limit; provided, however, that the Omni Program is designed so that, at each Destination Institution, no more than $250,000 will be attributable to you (excluding any deposits you may have at a Destination Institution outside of the Omni Program).

  2. You understand and agree that the placement of funds at Coastal or one or more Destination Institutions may reflect considerations of federal and state law, funding needs of Coastal or a Destination Institution, general economic conditions, business interests of Coastal or the Bank, or other factors. Your funds may be placed to enhance the business objectives of the Bank without any benefit to you. You understand and agree that the Program provides financial benefits to the Bank in the form of fees obtained from Coastal.

Information About Your Accounts

You will receive a periodic statement in connection with the Program (which may be combined with the periodic statement for your Account) that will reflect:

  • The opening and closing balances of a Coastal Account and Destination Institution Account(s); and

  • The interest rate and the interest amount earned.

Your Relationship with the Bank, Coastal and a Destination Institution

General

  1. The Bank will act as your agent and custodian in establishing a Coastal Account and Destination Institution Accounts, depositing funds into the Coastal Account (and one or more Destination Institution Accounts) and withdrawing funds from the Coastal Account (and one or more Destination Institution Accounts).

  2. Coastal Account ownership, and Destination Institution Account ownership, will be evidenced by a book entry on the account records of the Bank as your agent and custodian with respect to Coastal, and with respect to a Destination Institution. No evidence of ownership, such as a passbook or certificate will be issued to you. You will receive a periodic statement from the Bank, which will reflect the balances in your Account and in your Coastal Account and in your Destination Institution Account(s). You should retain the statements for your records. You may at any time obtain information about a Coastal Account or Destination Institution Account by contacting us.

  3. You agree that all transactions with respect to a Coastal Account (and with respect to a Destination Institution Account) must be executed by the Bank as your agent, and all information concerning a Coastal Account (or a Destination Institution Account) must be obtained by you from us.

  4. You agree that Coastal will act as the Bank's agent in connection with the Destination Institution Accounts.

  5. You agree that Coastal has no obligation to accept instructions from you with respect to a Coastal Account or to provide you with information concerning a Coastal Account.

  6. You agree that a Destination Institution has no obligation to accept instructions from you with respect to a Destination Institution Account or to provide you with information concerning a Destination Institution Account.

  7. Each Coastal Account constitutes an obligation of Coastal and is not directly or indirectly an obligation of the Bank. Each Destination Institution Account constitutes an obligation of the Destination Institution and is not directly or indirectly an obligation of the Bank or Coastal. You can obtain publicly available financial information concerning Coastal and Destination Institutions at www.ffiec.gov/nicpubweb/nicweb/nichome.aspx, or by contacting the FDIC using the information provided at https://www.fdic.gov/contact/.

  8. The Bank does not guarantee in any way the financial condition of Coastal, or a Destination Institution, or the accuracy of any publicly available financial information concerning Coastal or a Destination Institution.

Changes to the Program

You agree that the Bank and Coastal may modify the terms and conditions of the Program (including the Omni Program), including this Agreement, in their discretion from time to time. You will be notified of any change as required by applicable law prior to the effective date of the change. All notices of material changes to the Program will be communicated by a posting on the Bank's website or application, delivered electronically using the most recent contact information we have on file for you, by a note on a periodic statement or by other means, prior to the relevant change. Continued participation in the Program and use of your Account after notice of any such modifications or changes will constitute your consent to such modifications and changes.

Information About FDIC Insurance of Your Deposits at Coastal and Destination Institutions

  1. Your Account, your Coastal Account, and your Destination Institution Account(s) (including principal and accrued interest) are insured by the FDIC, an independent agency of the U.S. Government, up to $250,000 for all deposits held in the same insurable capacity as recognized by the FDIC at any one institution.

  2. Certain conditions must be satisfied for FDIC pass-through deposit insurance coverage to apply on deposits held at Coastal through the Program and on deposits held at Destination Institutions through the Omni Program.

  3. Your funds become eligible for FDIC insurance immediately upon placement into a Coastal Account or Destination Institution Account. Generally, any accounts or deposits that you maintain directly with Coastal, including through an intermediary, in the same insurable capacity, would be aggregated with the funds attributable to you in the Coastal Account for purposes of the $250,000 Insurance Limit. Similarly, any accounts or deposits that you maintain directly with a Destination Institution, including through an intermediary, in the same insurable capacity, would be aggregated with the funds attributable to you in the Destination Institution Account for purposes of the $250,000 Insurance Limit.

  4. You are responsible for monitoring the total amount of deposits that you hold with any one institution, directly or through an intermediary, including pursuant to the Program and the Omni Program, in order to determine the extent of FDIC insurance coverage available to you on your deposits. The Bank is not responsible for any insured or uninsured portion of any deposits.

  5. In the event Coastal fails, the funds attributable to you in the Coastal Account are insured, up to $250,000, for principal and interest accrued to the day Coastal is closed. Similarly, in the event a Destination Institution fails, the funds attributable to you in the Destination Institution Account are insured, up to $250,000, for principal and interest accrued to the day the Destination Institution is closed.

  6. Under certain circumstances, if you become the owner of deposits at Coastal or a Destination Institution because another depositor dies, beginning six months after the death of the depositor the FDIC will aggregate those deposits for purposes of the $250,000 Insurance Limit with any other deposits that you own in the same insurable capacity at Coastal or the Destination Institution, respectively. Examples of deposit accounts that may be subject to this FDIC policy include joint accounts, "payable on death" accounts and certain trust accounts. The FDIC provides the six-month "grace period" to permit you to restructure your deposits to obtain the maximum amount of deposit insurance for which you are eligible.

  7. In the event that FDIC deposit insurance payments become necessary, payments of principal plus unpaid and accrued interest will be made to the Bank as your custodian (or to Coastal, as the Bank's custodian under the Omni Program). There is no specific time period during which the FDIC must make insurance payments available. The Bank will not be obligated to you for amounts not covered by deposit insurance nor will the Bank be obligated to make any payments to you in satisfaction of a loss you might incur as a result of a delay in insurance payouts. The Bank will not be obligated to credit your account with funds in advance of payments received from the FDIC.

  8. Furthermore, you may be required to provide certain documentation to the FDIC before insurance payments are made. For example, if you hold deposits as trustee for the benefit of trust participants, you may be required to furnish affidavits and provide indemnities regarding an insurance payment.

  9. If a Coastal Account (or Destination Institution Account) is assumed by another depository institution pursuant to a merger or consolidation, your deposits in such Coastal Account (or Destination Institution Account) will continue to be insured separately, up to the FDIC insurance coverage limits, from the deposits that you might have established with the acquiring institution until the expiration of a six-month period from the date of acquisition. Thereafter, any assumed deposits will be aggregated with your existing deposits with the acquiring institution held in the same capacity for purposes of FDIC insurance coverage. Any deposit opened at the acquiring institution after the acquisition will be aggregated with deposits established with the acquiring institution for purposes of FDIC insurance coverage.

  10. The statements regarding FDIC insurance coverage herein are qualified in their entirety by reference to the applicable laws and regulations governing FDIC insurance. The Bank does not undertake any obligation to update any such statements based on changes to such laws or regulations that may affect the accuracy of any of the statements.

  11. If you have questions about FDIC insurance coverage, please contact the Bank. You may wish to seek advice from your own attorney concerning FDIC insurance coverage of deposits held in more than one insurable capacity. You may also obtain information by contacting the FDIC, Deposit Insurance Outreach, Division of Depositor and Consumer Protection, by letter (550 17th Street, N.W., Washington, D.C. 20429), by phone (877-275-3342 or 800-925-4618 (TDD)), by visiting the FDIC website at: https://www.fdic.gov/deposit/index.html, or by email using the FDIC's Online Customer Assistance Form available on its website.

Tax Information

For most customers, interest earned will be taxed as ordinary interest in the year it is received. A Form 1099 will be sent to you each year showing the amount of interest income you have earned to the extent required by law. You should consult with your tax adviser about how the Program affects you.

Termination

Your participation in the Program (including the Omni Program) may be terminated at any time, with reasonable notice, at the option of either you or the Bank. Following termination of the Program, the Bank may transfer the funds to your Account or, at its sole discretion, terminate your Account and return your funds in accordance with applicable laws and regulations.

Uniform Commercial Code

You agree that for purposes of Article 8 of the Uniform Commercial Code as adopted in the State of Ohio, the Bank will act as your securities intermediary with respect to, and agree to treat as financial assets, any Coastal Account or Destination Institution Account that the Bank holds for you.