Stablecoin Non-Fiduciary Custodial Term Sheet

This Stablecoin Non-Fiduciary Custodial Term Sheet (this "Term Sheet"), together with the attached Stablecoin Non-Fiduciary Custodial Terms and Conditions (the "Terms and Conditions"), forms the Stablecoin Non-Fiduciary Custodial Agreement (the "Agreement") between Erebor Bank, N.A. (the "Bank") and the undersigned Client, effective as of the Effective Date set forth below.

This Term Sheet provides a summary of certain key commercial terms of the Agreement. The Terms and Conditions set forth additional detail and govern the provision of the Services. To the extent of any conflict between this Term Sheet and the Terms and Conditions, the Term Sheet controls. Capitalized terms used but not defined in this Term Sheet have the meanings assigned to them in the Terms and Conditions.

Electronic Acceptance and Authority

By clicking "[I Agree]", electronically signing, or otherwise accessing or using the Services, the Client acknowledges and agrees that:

• The Client has reviewed, understands, and agrees to be legally bound by this Agreement, including the Terms and Conditions incorporated herein by reference;

• If the Client is a natural person, the Client is at least 18 years of age (or the age of majority in the Client's jurisdiction);

• If the Client is acting on behalf of a legal entity, the individual accepting this Agreement has full authority to bind that entity; and

• The Client (and, if applicable, each Authorized Person) is not subject to any U.S. sanctions and is not located in a sanctioned jurisdiction.

Furthermore, the Client designates their demand deposit account at the Bank as the deposit account to be used by the Bank to clear Stablecoin Transactions.

By accepting this Agreement, the Client consents to conduct business electronically and agrees that electronic signatures and records will have the same legal effect as physical signatures and records.

Custody Account vs. Deposit Account

By accepting this Agreement, the Client is opening a non-fiduciary Custody Account with the Bank that is separate and distinct from any Deposit Account or other deposit account maintained by the Client with the Bank.

• Custody Accounts are not insured by the Federal Deposit Insurance Corporation (FDIC), the Securities Investor Protection Corporation (SIPC), the National Credit Union Share Insurance Fund (NCUSIF), or any other public or private insurer.

• U.S. dollar balances held in the Client's Deposit Account are deposit liabilities of the Bank and are FDIC-insured up to applicable limits.

• Stablecoins held in the Custody Account are not deposits, do not earn interest, and do not constitute obligations of the Bank except as expressly provided in this Agreement.

Prohibited Activities

The Client agrees that neither the Client nor any Authorized Person will use the Services to engage in any illegal, fraudulent, or abusive activity, or in any manner that could damage, disable, impair, or otherwise interfere with the Bank's operations, systems, or reputation.

Specific prohibitions and enforcement rights are set forth in Section 7 (Prohibited Activities) and Section 8 (Instructions) of the Terms and Conditions.

Document Hierarchy and Incorporation by Reference

This Term Sheet and the Terms and Conditions together constitute the entire Agreement governing the Client's Custody Account and related Services. The Terms and Conditions are incorporated herein by reference. In the event of any inconsistency between this Term Sheet and the Terms and Conditions, this Term Sheet controls.

Key Terms

Bank — "Bank" means Erebor Bank, N.A. The Bank is chartered as a national banking association by the Office of the Comptroller of the Currency ("OCC"). The Bank may act as a non-fiduciary custodian with respect to Client's property.

Custody Account — The custodial relationship established and governed by this Stablecoin Custodial Agreement, pursuant to which the Bank holds Stablecoins on behalf of the Client. The Custody Account comprises one or more Client Blockchain Accounts controlled exclusively by the Bank. The Bank shall have sole possession and control of the private keys associated with each such account, and the Client shall have no independent ability to access, transfer, or otherwise control any Stablecoins or other digital assets held therein, except through Instructions executed by the Bank in accordance with this Agreement.

Client Blockchain Account — A unique blockchain wallet address or account established and maintained by the Bank, in the name or for the benefit of the Client, for purposes of receiving, holding, and transferring Stablecoins on a supported blockchain network. The Client will select the blockchain(s) and stablecoin(s) to use for the Client Blockchain Account. Each Client Blockchain Account is under the Bank's exclusive control, and the Bank holds the private keys and signs all on-chain transactions on behalf of the Client. Any Stablecoins transmitted to a Client Blockchain Account shall be deemed in the custody and control of the Bank upon receipt.

Stablecoins — Stablecoins that may be custodied in the Client's Custody Account. The only Stablecoins that may be held in the Custody Account are stablecoins that have been approved by the Bank and listed as approved stablecoins on the Bank's website or through other information provided to the Client. The Bank retains discretion to amend the list of Stablecoins that may be custodied in the Client's Custody Account.

Transaction (or Stablecoin Conversion) — An Incoming Transaction or an Outgoing Transaction.

Incoming Transaction (or Incoming Stablecoin Conversion) — The transfer of Stablecoins to a Custody Account. Upon a Custody Account receiving such a transfer, the Bank will initiate a compliance review. If the compliance review results in approval, the Stablecoins received into the Custody Account will be transferred to the Bank's own stablecoin holdings, and funds representing the equivalent value of such Stablecoins will be credited to the Client's Deposit Account with the Bank. If the compliance review does not result in approval, the Stablecoins may be held, blocked, or rejected in accordance with Applicable Law and the Bank's compliance policies.

Outgoing Transaction (or Outgoing Stablecoin Conversion) — The Bank's receipt of Instructions from the Client or an Authorized Representative to transfer Stablecoins to another blockchain wallet. Upon receiving such Instructions, the Bank will initiate a compliance review. If the compliance review results in approval, the Bank will transfer Stablecoins from the Bank's own stablecoin holdings to the blockchain wallet designated in the Instructions, and funds representing the equivalent value of the Stablecoins to be transferred will be debited from the Client's Deposit Account with the Bank. If the compliance review does not result in approval, the instructed fiat amount may be held, blocked, or rejected in accordance with Applicable Law and the Bank's compliance policies.

Statements — Monthly.

Risks — The value of Stablecoins can be volatile and unpredictable, which can result in significant losses over a short period of time, including a possible loss of total value. The price and liquidity of Stablecoins have been subject to large fluctuations in the past and may be subject to large fluctuations in the future. Receipt of the funds represented by an Incoming Transaction is conditioned on passing a compliance check. Similarly, completion of an Outgoing Transaction is conditioned on passing a compliance check. Clients should consider the risks, including those set forth below in the Agreement, before opening a Custody Account with the Bank.

Stablecoin Non-Fiduciary Custodial Terms and Conditions

Table of Contents

1. Definitions

2. Custodial Relationship

3. Duties and Obligations of the Bank

4. Custody Account Service

5. Access to Services

6. Representations, Warranties and Covenants

7. Prohibited Activities

8. Instructions

9. Audio-recording

10. Responsibility of the Bank

11. Indemnification

12. Fees and Expenses

13. Termination

14. Confidentiality

15. Intellectual Property

16. Taxation

17. Disclosure of Risks

18. Limitations of Liability

19. Miscellaneous

These STABLECOIN NON-FIDUCIARY CUSTODIAL TERMS AND CONDITIONS ("Terms and Conditions"), together with the attached STABLECOIN NON-FIDUCIARY CUSTODIAL TERM SHEET ("Term Sheet"), form a STABLECOIN NON-FIDUCIARY CUSTODIAL AGREEMENT between EREBOR BANK, N.A. ("Bank") and Client as of the Effective Date (the "Agreement"). The Term Sheet provides only a summary of certain terms and more details are in these Terms and Conditions; however, to the extent of any conflict between the Term Sheet and the Terms and Conditions, the Term Sheet controls.

This Agreement sets forth the terms and conditions pursuant to which the Bank is to act as a custodian for the Client.

Recitals

WHEREAS, Client wishes to appoint the Bank to act as non-fiduciary custodian for, and to hold Custodied Assets for the benefit of the Client, and to provide related services, all as provided herein, and the Bank is willing to accept that appointment, subject to the terms and conditions herein set forth;

WHEREAS, the Bank is a national banking association authorized by the Office of the Comptroller of the Currency ("OCC") to provide non-fiduciary custodial and deposit services, and will provide custody and related services for certain digital assets denominated as "Stablecoins," which are intended to represent a fixed value of U.S. dollars;

WHEREAS, the parties acknowledge and agree that Stablecoins are not deposits, not obligations of the Bank, not insured by the Federal Deposit Insurance Corporation ("FDIC"), and may lose value, and that only U.S. dollars held in deposit accounts at the Bank are covered by FDIC insurance up to applicable limits;

WHEREAS, the Bank will provide custody and conversion services solely in accordance with this Agreement and applicable law, including the Bank Secrecy Act (31 U.S.C. § 5311 et seq.), the Funds Travel Rule (31 C.F.R. § 1010.410(f)), and applicable economic sanctions regulations administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") under 31 C.F.R. Parts 500–599;

NOW THEREFORE, in consideration of the mutual promises herein contained, Client and the Bank hereby agree:

1. Definitions

The following defined terms will have the respective meanings set forth below.

"Applicable Law" means, with respect to any Person, any international, domestic or foreign federal, state or local law (statutory, common or otherwise), constitution, treaty, convention, ordinance, code, rule, regulation, order, injunction, judgment, decree, ruling or other similar requirement enacted, adopted, promulgated or applied by a Governmental Authority that is binding upon or applicable to that Person, as amended unless expressly specified otherwise.

"Authorized Person" means Client (if Client is a natural person), an employee or officer of Client (if applicable), or a third-party service provider who has been designated by Client in writing as authorized by Client to give Instructions to the Bank for or on behalf of Client with respect to the Custody Account.

"Bank Designated Security Procedures" means the Security Procedures that the Bank will make available to Client from time to time for purposes of transmitting Instructions.

"Blockchain Network" means a decentralized peer-to-peer network used to transfer one or more types of Stablecoins.

"Client Blockchain Account" has the meaning set forth in the Term Sheet.

"Change of Control" means: (i) the merger or consolidation of the Bank with or into another Person or the merger of another Person with or into Bank, or the sale of all or substantially all the assets of the Bank to another Person; or (ii) any "person" or "group" (as those terms are used for purposes of Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended) is or becomes the "beneficial owner" (as that term is used in Rule 13d-3 under the Securities Exchange Act of 1934, as amended), directly or indirectly, of more than 50% of the total voting power of the outstanding membership interests of the Bank.

"Client" has the meaning set forth in the Term Sheet.

"Client Contact Info" has the meaning set forth in the Term Sheet.

"Client Tax" has the meaning set forth in Section 16.

"Custodied Assets" means Stablecoins held by the Bank in non-fiduciary custody for the benefit of Client in the Custody Account pursuant to this Agreement.

"Custody Account" has the meaning set forth in the Term Sheet.

"Deposit Account" means the Client's demand deposit account at the Bank designated by the Client to settle Transactions.

"Effective Date" has the meaning set forth in the Term Sheet.

"Equivalent" means one dollar per Stablecoin unless a different equivalency ratio is specified in writing by the Bank for a particular Stablecoin.

"Fiat Currency" has the meaning set forth in Section 17 hereof.

"Governmental Authority" means any transnational, domestic or foreign federal, state or local governmental, regulatory or administrative authority, department, court, agency or official, including any political subdivision thereof.

"Incoming Transaction" has the meaning set forth in the Term Sheet.

"Instruction" means a directive initiated by Client, acting through an Authorized Person, which directive conforms to the requirements of Section 8 hereof.

"Lien" means, with respect to any property or asset, any mortgage, deed of trust, lien, pledge, charge, security interest, encumbrance or other adverse claim of any kind in respect of that property or asset. For the purposes of this Agreement, a Person will be deemed to own subject to a Lien any property or asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to that property or asset.

"Location" means, with respect to any Custodied Assets, the place or places where the Bank maintains control of the private keys or key materials required to transfer such Custodied Assets, whether such keys are stored in whole or in part on servers, hardware security modules, hard drives, or other secure media. For clarity, if a Custodied Asset is protected by multiple private keys, the Location includes each site or facility where any such private key or key material is held, provided that the Bank maintains full control and access to the Custodied Assets from within the United States.

"Material Adverse Effect" means a material adverse effect on: (i) the financial condition, business, assets, results of operations or prospects of, as context requires, the Bank or Client; (ii) the Bank's safekeeping of the Custodied Assets; or (iii) the Bank's ability to provide the Services.

"Outgoing Transaction" has the meaning set forth in the Term Sheet.

"Person" means an individual, corporation, partnership, limited liability company, association, trust or other entity or organization.

"PRI" has the meaning set forth in Section 8(m) hereof.

"Security Procedure" means a security procedure set forth in operating procedures documentation in effect from time to time with respect to the Services to be followed by the Client. A Security Procedure may involve, without limitation, the use of algorithms, codes, passwords, encryption or telephone call-backs.

"Services" means the custodial services to be provided by Bank to Client under this Agreement, including the services provided through use of the Custody Account.

"Stablecoins" means stablecoins with respect to which the Bank provides Services, as specified in writing by the Bank.

"Taxes" means all taxes, levies, imposts, duties, charges, assessments or fees of any nature (including such amounts that are collected by deduction or withholding) and including interest, penalties and additions thereto that are imposed by any taxing authority.

"Transaction" means an Incoming Transaction or an Outgoing Transaction.

"Virtual Currency" means digital units that are used as a medium of exchange or a form of digitally stored value.

2. Custodial Relationship

Client hereby appoints the Bank as its non-fiduciary custodian for the purposes of holding and administering Stablecoins ("Custodied Assets") in accordance with this Agreement, and the Bank hereby accepts such appointment. All Custodied Assets of the Client delivered to or received by the Bank will be held by the Bank in custody for the benefit of the Client as provided herein. For the avoidance of doubt, the Client acknowledges and agrees that the Bank shall maintain exclusive possession and control of the private keys associated with any blockchain wallet or address used to receive, hold, or transfer Stablecoins on behalf of the Client, and that such control constitutes "control" for purposes of applicable law, including Article 12 of the Uniform Commercial Code as adopted in the relevant jurisdiction. The Client shall have no independent ability to access, transfer, or otherwise control such Custodied Assets except through Instructions executed by the Bank in accordance with this Agreement. The duties of the Bank with respect to the Client's Custodied Assets are limited solely to those expressly set forth in this Agreement and are generally comprised of (i) receiving Custodied Assets for safekeeping for the benefit of the Client, (ii) processing Transactions as directed through valid Instructions, and (iii) performing related administrative duties as reasonably required to effect such Instructions. Custodied Assets shall be deemed to be held in the custody of the Bank upon confirmation of their receipt to a blockchain address controlled by the Bank. The Bank shall not lend, pledge, rehypothecate, or otherwise use any Custodied Assets except as expressly authorized by the Client under this Agreement. For the avoidance of doubt, the Bank may not transact with respect to the Client's Custodied Assets except as directed by the Client in accordance with Instructions, as reasonably required to effect such Instructions, or as otherwise expressly authorized herein.

The Bank hereby acknowledges and agrees that it acts solely as a non-fiduciary custodian of the Custodied Assets maintained in the Custody Account. All Custodied Assets are held by the Bank in custody for the exclusive benefit of the Client, and the Bank shall have no ownership interest, right, title, lien, or other claim in or to such Custodied Assets, except as expressly provided in this Agreement (for example, with respect to payment of Fees or indemnification). The Custodied Assets shall not constitute assets of the Bank for accounting, regulatory, or insolvency purposes and shall at all times be clearly identifiable in the Bank's books and records as held in the Custody Account for the benefit of the Client. Nothing in this Agreement shall be construed to create a fiduciary, advisory, or agency relationship, or to confer upon the Bank any discretionary authority with respect to investment, management, or use of the Custodied Assets.

The Client acknowledges that the Custody Account may comprise one or more Client Blockchain Accounts established and controlled by the Bank. The Bank will establish and maintain such Client Blockchain Accounts in the name or for the benefit of the Client and will hold the private keys associated therewith in its exclusive possession and control. The Client shall have no independent ability to access or transfer any Stablecoins or other digital assets held in any Client Blockchain Account except through valid Instructions executed by the Bank in accordance with this Agreement.

With respect to Services for Stablecoins, the Bank will provide Services only with respect to those Stablecoins identified as eligible under the Bank's Virtual Currency Eligibility Policy which the Bank may amend from time to time in its sole discretion. A current list of eligible Stablecoins is available on the Bank's website or through other information provided by the Bank to the Client. The Bank may modify such list at any time to address market, regulatory, risk-management, or operational considerations without prior notice to the Client, provided that any change will not affect transactions completed prior to such modification. The Bank shall bear no responsibility or liability for any loss, inability to access, or failure to realize any economic benefit from an ineligible Stablecoin or any other Virtual Currency in a Client Blockchain Account.

The Client acknowledges that blockchain forks, airdrops, protocol upgrades, or similar network events may result in the creation of new or alternative digital assets ("Network Events"). The Bank shall have no obligation to support, recognize, or process any such assets, and may determine, in its sole discretion, whether to support or provide Services for any resulting network or asset. The Bank shall have no obligation to notify the Client of the occurrence or outcome of any such Network Event and shall bear no responsibility or liability for any loss, inability to access, or failure to realize any economic benefit from any forked or airdropped asset.

The Bank may, without prior approval from the Client, rely on one or more affiliates located in the United States and appropriately licensed or chartered to provide services in connection with the Bank's performance of the Services, provided that such affiliates act under the Bank's supervision and the Bank remains responsible for their performance as if performed by the Bank itself.

If any Custodied Assets are determined, based on the advice of legal counsel reasonably acceptable to the Bank, to constitute securities under applicable state or federal securities laws, or if providing custody or withdrawal services with respect to any Stablecoins would otherwise violate Applicable Law, the Bank may liquidate such Custodied Assets and credit the proceeds to the Client's Deposit Account. The Bank will provide the Client with reasonable prior notice of any such liquidation where legally permissible and where, in the Bank's reasonable judgment, such notice would not increase the Bank's legal, regulatory, or operational risk. The Client acknowledges and agrees that the Bank shall have no liability for any losses resulting from such liquidation, including losses due to pricing, timing, or market conditions, except to the extent caused by the Bank's gross negligence, bad faith, or willful misconduct.

3. Duties and Obligations of the Bank

The duties and obligations of the Bank include the following:

(a) Safekeeping of Custodied Assets.

The Bank will use reasonable care to keep in safe custody for the benefit and on behalf of Client all Custodied Assets. All Custodied Assets credited to the Custody Account will:

• be held in the Custody Account at all times, and the Custody Account will be controlled by the Bank at all times;

• be labeled or otherwise appropriately identified as being held for the benefit of Client; and

• not be commingled with other Stablecoins held by the Bank while they are held in the Custody Account.

(b) Record Keeping. The Bank will keep appropriate records regarding the Services. All records maintained pursuant to this Section 3(b) will be retained by the Bank for such period as required by Applicable Law, but in no event for less than seven (7) years from the date of the relevant transaction or such longer period as required by Applicable Law, after which retention of the records will be at the Bank's discretion.

(c) Attachment.

The Bank will, and will cause any agent acting on its behalf to, use reasonable care to:

• refuse to consent to any attachment of Custodied Assets or to any similar order or to any claim that would encumber the Custodied Assets in any manner;

• resist any writ of attachment, similar order or claim that would encumber or affect the free transferability of any Custodied Assets in any relevant market; and

• deny any request by a third party to transfer any Custodied Assets without the prior consent of Client.

The Bank will give Client immediate notice of the occurrence of any request, consent, writ, order or claim referred to above (unless such notice is prohibited by Applicable Law). Client will pay the reasonable expenses (including reasonable attorney's fees or expenses) incurred by the Bank in connection with any action taken by it in accordance with this Section 3(c).

The Bank will maintain the Custodied Assets under the control of the Bank within the United States. Certain technological components supporting custody, such as blockchain nodes, network infrastructure, or third-party service providers, may operate outside the United States, provided that the Bank retains full control and access to the Custodied Assets from within the United States at all times.

4. Custody Account Service

Client agrees that the Bank may obtain Client's personal information (if the Client is a natural person) from Client, or its representatives or agents on Client's behalf, in connection with the Services. Client agrees that the Bank may use Client's personal information to provide Client with the Services and the Bank may disclose Client's personal information to third parties that perform services for the Bank. Client agrees the Bank may also disclose Client's personal information to the extent necessary (1) to comply with the Bank's legal and regulatory obligations, (2) protect against or prevent actual or potential fraud, unauthorized transactions, claims, or other liability, (3) for required institutional risk control or for resolving consumer disputes or inquiries, or (4) for other limited circumstances as permitted by law. The Bank's Privacy Policy, available at erebor.bank, provides additional information about how the Bank collects, uses and shares personal information.

The Bank shall have exclusive possession and control of the private keys associated with any blockchain wallet or address used to receive, hold, or transfer Stablecoins on behalf of the Client (each, a "Client Blockchain Account"). The Client acknowledges and agrees that it shall have no direct ability to access, transfer, or otherwise control Stablecoins or other digital assets held in any Custody Account. Once Stablecoins are received at a Custody Account, the Client may not move, transfer, or otherwise utilize those Stablecoins except through Instructions submitted to and executed by the Bank in accordance with this Agreement.

Client and Authorized Persons will be able to provide Instructions with respect to the Custody Account at all times in order to effectuate an Outgoing Transaction, except as otherwise provided in this Section.

The Bank will send Client account statements on the frequency specified in the Term Sheet. The Bank may send Client account statements, tax forms, and other documentation to Client via a web-based interface located at erebor.bank, such other website as the Bank may direct Client to from time to time (the "Portal"), or through other information provided to the Client.

When the Bank detects an Incoming Transaction, the Bank will initiate a compliance review. If the compliance review results in approval, the Bank will transfer the Stablecoins associated with the Incoming Transaction to a blockchain wallet controlled by the Bank and credit the Client's Deposit Account with an equivalent amount of U.S. dollars. Receipt of Stablecoins into a wallet controlled by the Bank shall constitute custody of such assets by the Bank for the benefit of the Client, subject to completion of applicable compliance review. The Client acknowledges that the Bank is required to obtain certain information regarding the sender of any incoming Stablecoin transaction in accordance with the Funds Travel Rule under 31 C.F.R. § 1010.410(f) and related guidance issued by the Financial Crimes Enforcement Network (FinCEN). The Bank will not credit the Client's account with the corresponding U.S. dollar amount until all required sender information has been received and verified to the Bank's satisfaction. Failure by the Client or the sender to provide complete or accurate Travel Rule information shall constitute grounds for delay, suspension, or refusal of the transaction under Section 8(o). The Client further acknowledges that incoming Stablecoins may be placed on compliance hold pursuant to the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) and its implementing regulations under 31 C.F.R. Chapter X, and may be blocked, frozen, or rejected if required under applicable economic-sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control (OFAC) under 31 C.F.R. Parts 500–599. The Client further acknowledges that no interest or earnings shall accrue on any Stablecoins or other digital assets held in or transmitted to the Custody Account, and that interest (if applicable) on the Client's Deposit Account will begin to accrue only after the corresponding Stablecoins have been exchanged for U.S. dollars and credited to the Client's Deposit Account.

A Client initiates an Outgoing Transaction by providing Instructions to the Bank. The Client acknowledges that upon the Bank's receipt of an Outgoing Stablecoin Instruction, an equivalent amount of U.S. dollars will be debited from the Client's Deposit Account in a pending status until the corresponding Stablecoin transfer has been approved through compliance review and successfully completed. If the transfer is approved and completed, the pending debit will be finalized and settled. While the debit remains pending, the associated funds shall be unavailable to the Client for withdrawal or any other purpose. The Bank will initiate a compliance review upon receipt of the Instruction, and if the compliance review results in approval, the Bank will comply with the Instruction by transferring Stablecoins from the Bank's own stablecoin holdings to the blockchain wallet designated in the Instruction and debiting the Client's Deposit Account with an equivalent amount of U.S. dollars. The Bank will not execute any outgoing Stablecoin transaction until the Bank has received all required information regarding the receiver, as necessary to satisfy the Funds Travel Rule under 31 C.F.R. § 1010.410(f) and any applicable FinCEN or OCC interpretive guidance. The Client acknowledges that the U.S. dollar funds associated with an outgoing transaction may be placed on compliance hold pursuant to the Bank Secrecy Act (31 U.S.C. § 5311 et seq.) and its implementing regulations under 31 C.F.R. Chapter X, and may be blocked, frozen, or rejected if required under applicable economic sanctions laws, including those administered by the U.S. Department of the Treasury's Office of Foreign Assets Control ("OFAC") pursuant to 31 C.F.R. Parts 500–599. The Client further acknowledges that no interest or earnings shall accrue on any Stablecoins or other digital assets held by or transmitted to the Bank, and that interest (if applicable) on the Client's Deposit Account will begin to accrue only after the corresponding Stablecoins have been exchanged for U.S. dollars and the transaction has been completed and settled.

The Bank will provide Client with procedures that detail how to provide Instructions to the Bank to effectuate Outgoing Transactions. The Bank may from time to time update the requirements of these procedures for operational or security reasons, as appropriate. Client acknowledges that Stablecoins that are sent inconsistently with the Bank's procedures, including to an incorrect, incompatible, or invalid blockchain address, may be irretrievable, and the Bank shall have no liability for any resulting loss or unavailability of such Stablecoins.

Except as set forth in Section 7(b), Section 7(d), and Section 8(o) of this Agreement, the Bank will not suspend the Client's ability to provide Instructions with respect to the Custody Account, and any such suspension not expressly permitted under this Agreement will constitute a breach of this Agreement. However, the Bank may temporarily restrict or suspend the ability to provide Instructions with respect to, or the use of, the Custody Account by any Authorized Person if, in the Bank's good-faith judgment, the restriction is reasonably necessary to comply with the Bank's anti-money-laundering or sanctions programs or policies, to satisfy any requirements under Applicable Law, or to protect against actual or suspected cybersecurity compromise, fraud, or other unauthorized activity (for example, if the Bank believes that an Authorized Person is being impersonated).

All Instructions must be provided by the Client or an Authorized Person in accordance with Section 8.

The Client may designate another demand deposit account of the Client's at the Bank as the Deposit Account for purposes of this Agreement. If the Client closes their Deposit Account, and does not simultaneously designate another deposit account as the Deposit Account, the Bank will treat such actions as the Client's notice of termination and will terminate the Agreement pursuant to Section 13(d).

For purposes of determining the Bank's aggregate liability cap under Section 18(b) and for any accounting or financial-reporting purposes, the fair market value of each Custodied Stablecoin shall be determined by the Bank in accordance with the Bank's accounting policies. Such policies may result in valuations of Custodied Stablecoins that are different from market prices on any exchange or from the manner in which the Client values its holdings of Custodied Stablecoins.

5. Access to Services

To the extent known to the Client or the Bank, Client will promptly notify the Bank and the Bank shall promptly notify Client of any unauthorized access, use or disclosure of Client's Custody Account credentials, unauthorized access or use of the Custody Account, which notification will reasonably describe the issue at hand including the date and type of problem.

The Bank may verify the identity and authority of each Authorized Person every calendar quarter, or more often as necessary, to ensure that the Authorized Person is still employed and in good standing with Client (if applicable) or otherwise authorized to act on Client's behalf.

6. Representations, Warranties and Covenants

(a) The Bank represents, warrants and covenants that:

• it is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization, has all corporate powers required to carry on its business as now conducted, and is duly qualified to do business and is in good standing in each jurisdiction where such qualification is necessary;

• it has full power to execute and deliver this Agreement and to perform all the duties and obligations to be performed by it under this Agreement;

• the execution, delivery and performance by the Bank of this Agreement and the provision of the Services are within the Bank's corporate powers and have been duly authorized by all necessary corporate action on the part of the Bank. This Agreement constitutes a valid and binding agreement of the Bank enforceable against the Bank in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity) and does not contravene, or constitute a default under, any provision of Applicable Law or regulation or of the articles of organization or other documents under which the Bank is organized or of any agreement, judgment, injunction, order, decree or other similar instrument binding upon the Bank;

• none of the Custodied Assets will be used by the Bank in connection with any loan, hypothecation, Lien or claim of (or by) the Bank or otherwise transferred or pledged to any third party unless otherwise agreed in writing by the Bank and Client;

• the Bank has and will maintain any material necessary consents, permits, licenses, approvals, authorizations or exemptions of any government or other regulatory authority or agency in the United States or any other country required to fully and timely provide the Services to Client;

• beneficial and legal ownership of all Custodied Assets is, and will remain, freely transferable, subject to Applicable Law, without the payment of money or value and that the Bank has no ownership interest in the Custodied Assets;

• it waives any right of Lien, pledge, retention or set-off or similar right it may have under any provision of law, regulation or contract with respect to the Custodied Assets; and

• it will comply with law, regulations and orders, as well as the guidelines, regulations and orders of the applicable local tax, or other competent authorities.

(b) Client represents, warrants and covenants that:

• it has full power to execute and deliver this Agreement and to perform all the duties and obligations to be performed by it under this Agreement;

• the execution, delivery and performance by Client of this Agreement are within Client's corporate powers and have been duly authorized by all necessary corporate action on the part of Client (if Client is a legal entity). This Agreement constitutes a valid and binding agreement of Client enforceable against Client in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity) and does not contravene, or constitute a default under, any provision of Applicable Law or regulation or of the articles of incorporation or other documents under which Client is organized (if Client is a legal entity) or of any agreement, judgment, injunction, order, decree or other similar instrument binding upon Client;

• it is not itself, nor is it an entity that is, an entity owned or controlled by any person or entity that is, or conducting any activities itself or on behalf of any person or entity that is (A) the subject of any sanctions administered or enforced by the U.S. Department of the Treasury's Office of Foreign Assets Control, the U.S. Department of State, or any other Governmental Authority with jurisdiction over the Bank or the Services with respect to U.S. sanctions laws; (B) identified on the Denied Persons, Entity, or Unverified Lists of the U.S. Department of Commerce's Bureau of Industry and Security; or (C) located, organized or resident in a country or territory that is, or whose government is, the subject of U.S. economic sanctions, including, without limitation, Cuba, Iran, North Korea, Sudan, or Syria;

• it has all rights, title and interest in and to the Custodied Assets as necessary for the Bank to perform its obligations under this Agreement;

• at the time of delivery of each Instruction, the execution, delivery and performance by Client of the Instruction will have been within Client's corporate powers and will have been duly authorized by all necessary corporate action on the part of Client (if Client is a legal entity). Any Instruction issued under this Agreement constitutes a valid and binding agreement of Client enforceable against Client in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors' rights generally and general principles of equity) and does not contravene, or constitute a default under, any provision of Applicable Law or regulation or of the articles of incorporation or other documents under which Client is organized (if Client is a legal entity) or of any agreement, judgment, injunction, order, decree or other similar instrument binding upon Client;

• by providing an Instruction, Client hereby (A) authorizes the Bank to complete any documentation that may be required or appropriate to carry out the Instruction, and agrees to be contractually bound to the terms of that documentation "as is" without recourse against the Bank; (B) represents, warrants and covenants that it will provide the Bank with any information that is necessary or appropriate to enable the Bank's performance pursuant to an Instruction or under this Agreement; and (C) agrees that the Bank will be held harmless for the acts, omissions, or any unlawful activity of any agent of Client;

• it will maintain appropriate security controls with respect to sensitive information related to the Account, including, for example, procedures for secure storage of passwords, use of two-factor authentication, secure e-mail, and secure storage of documents;

• it will promptly execute and deliver, upon request, any proxies, powers of attorney or other instruments that may be necessary or desirable for the Bank to provide the Services;

• in the event that (x) Client is, or is acting on behalf of or with assets of, a "benefit plan investor" within the meaning of Section 3(42) of the Employee Retirement Income Security Act of 1974, as amended ("ERISA") or (y) the Custodied Assets include "plan assets" for purposes of ERISA or the Internal Revenue Code of 1986, as amended (the "Code"), (A) none of the Bank or any of its affiliates has or exercises any discretionary authority or control or renders any investment advice with respect to the Custodied Assets, and none of them is a fiduciary under ERISA or the Code with respect to Client or the Custodied Assets and (B) Client has determined in good faith that it will pay no more than "adequate consideration" within the meaning of Section 408(b)(17) of ERISA and Section 4975(f)(10) of the Code with respect to the Services, and, in making such determination, has engaged in a prudent investigation of the circumstances and applied sound business valuation principles in determining the fair market value of the consideration involved with respect to the Services; and

• it has such knowledge, sophistication and experience regarding the Custodied Assets and in business and financial matters generally so as to be capable of evaluating the merits and risks of this Agreement.

(c) Notification of Adverse Change. The Bank will immediately notify Client, and Client will immediately notify the Bank, if, at any time after the date of this Agreement, any of the representations, warranties and covenants made by the Bank or Client under this Agreement fail to be true and correct as if made at and as of that time. The Bank or Client, as applicable, will describe in reasonable detail the representation, warranty or covenant affected, the circumstances giving rise to that failure and the steps the Bank or Client, as applicable, has taken or proposes to take to rectify the failure.

7. Prohibited Activities

(a) Client agrees that Client will not use the Services to perform any type of illegal activity of any sort or take any action that negatively affects the performance of the Services. Client may not engage in any of the following activities, either directly or through a third party:

• attempt to gain unauthorized access to the Services or another user's account;

• make any attempt to bypass or circumvent any security features;

• reproduce, duplicate, copy, sell or resell the Services or access to the Services for any purpose except as authorized in this Agreement; or

• engage in any activity that is abusive or interferes with or disrupts the Services. Use of the Services in connection with any transaction involving illegal products or services is prohibited.

(b) The Bank may suspend Client's (or any Authorized Person's) ability to provide Instructions with respect to the Account in the event of any breach of Section 7(a) of this Agreement.

(c) Client will remain fully responsible for any acts or omissions of its Authorized Persons and will ensure that Authorized Persons comply with the terms of this Agreement.

(d) The Bank may, in its good-faith judgment, restrict or suspend a Client's or Authorized Person's access to, or use of, the Custody Account or the Services generally where reasonably necessary to comply with Applicable Law, the Bank's anti-money-laundering or sanctions programs or policies, or to protect against suspected cybersecurity compromise, fraud, or other operational risk. The Bank shall not be liable for any loss, delay, or unavailability of funds resulting from any such restriction or suspension undertaken in good faith and in accordance with Applicable Law and the Bank's internal policies.

8. Instructions

(a) Unless otherwise explicitly provided for in this Agreement, the Bank will perform its duties under this Agreement pursuant to Instructions.

(b) Client must deliver Instructions in accordance with a Bank Designated Security Procedure.

(c) Instructions provided orally rather than in writing will be binding upon the Bank only if and when the Bank takes action with respect thereto. The Bank reserves the right to restrict Client's use of telephonic Instruction and/or to require Client to duplicate a telephonic order in a writing by the same Authorized Person who placed the telephonic order.

(d) The Bank will not be liable for any damages related to delays that result from the lack of a proper Instruction.

(e) The Bank may treat any Authorized Person as having the full authority of Client to issue Instructions hereunder unless the notice of authorization contains explicit limitations as to said authority. The Bank will be entitled to rely upon the authority of Authorized Persons until it receives appropriate written notice from Client to the contrary.

(f) The Authorized Person providing an Instruction will be responsible for assuring the adequacy and accuracy of that Instruction. If the Bank determines that an Instruction is either unclear or incomplete, the Bank may give prompt notice of that determination to Client. Such notice may be given in writing, via a Bank Designated Security Procedure or orally by telephone, each of which is hereby deemed commercially reasonable. Client must thereupon amend or otherwise reform the Instruction. In such event, the Bank will have no obligation to take any action in response to the Instruction initially delivered until the redelivery of an amended or reformed Instruction.

(g) The purpose of the Bank Designated Security Procedure is to confirm the authenticity of any Instruction and is not designed to detect errors or omissions in such Instructions. Therefore, the Bank is not responsible for detecting any Client error or omission contained in any Instruction received by the Bank.

(h) The Bank, after providing prior written notice, may decide to amend a Bank Designated Security Procedure in the event that it determines that such agreed or established method of transmission represents a security risk or is attendant to any general change in the Bank's policy regarding Instructions.

(i) Client will comply with any applicable Bank Designated Security Procedures with respect to the delivery or authentication of Instructions and will ensure that any codes, passwords or similar devices are reasonably safeguarded.

(j) The Bank will use reasonable care to comply with any applicable Security Procedures with respect to the receipt or verification of Instructions and to ensure that any codes, passwords or similar devices are reasonably safeguarded.

(k) Client may cancel an Instruction but the Bank will have no liability for the Bank's failure to act on a cancellation Instruction unless the Bank has received that cancellation Instruction at a time and in a manner affording the Bank reasonable opportunity to act prior to the Bank's execution of the original Instruction. Any cancellation Instruction must be sent and confirmed by a Bank Designated Security Procedure.

(l) The Bank cannot and does not guarantee the value of the Custodied Assets. The Bank does not control the relevant Blockchain Networks and therefore is not responsible for the operation, security, or performance of those Blockchain Networks, including the verification and confirmation of transactions submitted to them. Furthermore, notwithstanding Section 8(k), once a transaction has been submitted to a Blockchain Network, neither the Bank nor the Client has the ability to cancel, modify, or reverse that transaction. For the avoidance of doubt, a transaction is final when the relevant transaction has been recorded and confirmed on the applicable blockchain in accordance with that network's consensus protocol. The Bank makes no representation or warranty regarding the timing, sequencing, or success of any transaction confirmation or completion on any Blockchain Network, all of which are outside the Bank's control. Client acknowledges and agrees that, to the extent the Bank did not cause or contribute to any loss the Client suffers in connection with a Transaction, the Bank shall have no liability for such loss. Client further acknowledges and agrees that transactions the Bank submits to a Blockchain Network at the Client's Instruction may be delayed, rejected, or remain unconfirmed due to factors outside the Bank's control, and that the Bank shall not be responsible for any such delay, rejection, or failure of completion. When the Client provides Instructions to the Bank, the Client authorizes the Bank to submit the corresponding transaction to the relevant Blockchain Network in accordance with those Instructions.

(m) Client may establish with the Bank a process to preauthorize certain repetitive payments or transfers. Client will execute all documentation required by the Bank, including a separate Preauthorized Repetitive Instructions ("PRI") form. The PRI shall be delivered to the Bank in writing or by another Bank Designated Security Procedure and will become effective after the Bank shall have had a reasonable opportunity to act thereon (or if later, 48 hours after receipt by the Bank). The PRI must take the form of a standing instruction in which Client provides in the PRI all required information for an Instruction (except for the transfer date and amount) on a "standing instructions" basis.

(n) In the event the Bank fails to execute a properly executable Instruction and fails to give Client notice of the Bank's non-execution, the Bank will be liable only for Client's actual damages. Notwithstanding anything in this Agreement to the contrary, the Bank will in no event be liable for any consequential, indirect, special or punitive damages under this Section 8, even if the Bank was advised of the possibility of such damages.

(o) The Bank may, in its sole discretion, suspend, limit, delay, or decline to execute any Instruction or transaction for risk-management, compliance, or operational reasons, including but not limited to concerns related to anti-money-laundering or sanctions compliance, fraud prevention, cybersecurity, system integrity, or blockchain network instability. The Bank shall not be liable for any loss, delay, or unavailability of funds resulting from any such suspension, limitation, or decline, provided that such action is taken in good faith and in accordance with Applicable Law and the Bank's internal policies.

9. Audio-recording

Client on behalf of itself and its customers (if any) authorizes the Bank to record any and all telephonic or other oral instructions given to the Bank by or on behalf of Client, including from any Authorized Person. This authorization will remain in effect until and unless revoked by Client in writing.

10. Responsibility of the Bank

(a) In performing its duties and obligations hereunder, the Bank will use reasonable care. Subject to the specific provisions of this Section, the Bank will be liable for any direct damage incurred by Client in consequence of the Bank's gross negligence, bad faith or willful misconduct. In no event will the Bank be liable hereunder for any special, indirect, punitive or consequential damages arising out of, pursuant to or in connection with this Agreement even if the Bank has been advised of the possibility of such damages. It is agreed that the Bank will have no duty to assess the risks inherent in Client's Stablecoin activities or to provide investment advice with respect to those activities and that the Client as principal will bear any risks attendant to particular activities such as failure of counterparty, issuer, promoter or developer.

(b) The Bank will not be responsible under this Agreement for any failure to perform its duties, and will not be liable hereunder for any loss or damage in association with such failure to perform, for or in consequence of any circumstance or event which is beyond the reasonable control of the Bank or any agent of the Bank and which adversely affects the performance by the Bank of its obligations hereunder or by any other agent of the Bank, including any event caused by, arising out of or involving (i) an act of God, (ii) accident, fire, water or wind damage or explosion, (iii) any computer, system or other equipment failure or malfunction caused by any computer virus or the malfunction or failure of any communications medium, (iv) any interruption of the power supply or other utility service, (v) any strike or other work stoppage, whether partial or total, (vi) any disruption of, or suspension of trading in, the digital asset markets, (vii) any material degradation, outage, or reorganization of a Blockchain Network or (viii) any other cause similarly beyond the reasonable control of the Bank.

(c) The Bank will not be liable for any loss, claim, damage or other liability arising from the following causes (except such as may arise from its or its nominee's, agent's, employee's, contractor's, or representative's own grossly negligent action, grossly negligent failure to act, bad faith, or willful misconduct):

• The failure of any third party beyond the control or choice of the Bank, including the failure of a Blockchain Network or a commercially reasonable information provider relied upon by the Bank;

• Client's or any Authorized Person's failure to protect the confidentiality or security of the Custody Account information associated with Custodied Assets;

• An unauthorized party's impersonation of an Authorized Person to provide an Instruction or otherwise access the Custody Account;

• Any action taken or omitted by the Bank in accordance with an Instruction, even when that action conflicts with, or is contrary to any provision of, Client's declaration of trust, certificate of incorporation or by-laws or other constitutive document, Applicable Law, or actions by the trustees, directors or shareholders of Client;

• Specific inaccuracies in information that the Bank received from a commercially reasonable source such as a commercial database, provided that the Bank has relied upon that information in good faith;

• Any action taken or omitted by the Bank based on a good faith belief that the action is reasonably necessary to comply with requirements under Applicable Law, including requirements under any applicable anti-money laundering laws and regulations, except with respect to activities that are not caused or contributed to by Client's actions or status; or

• Any action taken or omitted by the Bank pursuant to the advice of legal counsel and accountants (who may also be advisors to Client), in each case nationally recognized and with expertise in the relevant area, in relation to matters of law, regulation or market practice, provided that the Bank has relied upon that advice in good faith.

11. Indemnification

Client hereby indemnifies the Bank and its agents, nominees, employees, officers and directors, and agrees to hold each of them harmless from and against all claims and liabilities, including reasonable counsel fees and taxes, incurred or assessed against any of them in connection with the performance of this Agreement and any Instruction except such as may arise from the Bank's or its nominees' own grossly negligent action, grossly negligent failure to act, bad faith, or willful misconduct.

12. Fees and Expenses

(a) Client will pay the Bank fees and expenses for the Services as separately agreed to by Client and the Bank in the Term Sheet (the "Fees"), which Fees the Bank may increase upon 30 days' written notice to Client.

(b) The Bank will send a monthly invoice of Fees to Client as noted on the Term Sheet.

(c) Client shall pay the Bank the Fees within the time period noted on the Term Sheet or otherwise Bank may debit one or more of the Client's deposit accounts with the Bank for the amount of the Fees.

13. Termination

(a) This Agreement will commence on the Effective Date and will continue for one year, unless otherwise terminated as provided in this Section 13. After one year, this Agreement will automatically renew for successive one-year periods, unless either party notifies the other of termination, in writing, in accordance with this Section 13.

(b) This Agreement may be terminated by either party upon thirty (30) days written notice to the other party.

(c) Either party may terminate this Agreement at any time by written notice to the other party, effective immediately, or on such later date as may be specified in the notice, if:

• any representation, warranty, certification or statement made by the other party under this Agreement, or pursuant to any certificate or document delivered pursuant to this Agreement, was incorrect in any material respect when made or becomes incorrect in any material respect;

• the other party fails in any material respect to perform any of its obligations under this Agreement, and, upon notification of such breach, the failure is not cured within five (5) days;

• the other party requests a postponement of maturity or a moratorium with respect to any indebtedness or is adjudged bankrupt or insolvent, or there is commenced against the other party a case under any applicable bankruptcy, insolvency or other similar law now or hereafter in effect, or the other party files an application for an arrangement with its creditors, seeks or consents to the appointment of a receiver, administrator or other similar official for all or any substantial part of its property, admits in writing its inability to pay its debts as they mature, or takes any corporate action in furtherance of any of the foregoing, or fails to meet applicable legal minimum capital requirements;

• any Applicable Law, rule or regulation or any change therein or in the interpretation or administration thereof has or may have a Material Adverse Effect on: (i) Client or the rights of Client with respect to the Services; (ii) the quality or efficiency of the Services provided by the Bank under this Agreement; or (iii) the Bank's ability to provide the Services to Client as required under this Agreement; or

• a substantial change in the ownership or control of the Client or the Bank, as applicable, or the occurrence of a Material Adverse Effect.

(d) Upon receiving written notice of termination of this Agreement (or 60 days after receiving written notice, in the case of a termination pursuant to Section 13(c)(iii)):

• Client will, but only upon the performance by the Bank of its obligations under Section 13(d)(i), pay to the Bank all Fees as set forth in the Agreement accrued to the date of termination; and

• Client (and its Authorized Persons) must immediately discontinue all access and use of the Services;

provided that termination of this Agreement will not affect any right or liability arising out of events occurring, or services delivered, prior to the effectiveness thereof.

As of the effective date of the termination of this Agreement (the "Termination Date"), the Bank shall have no obligation to support, recognize, or process any Stablecoins or other digital assets created as a result of any fork, airdrop, protocol upgrade, or similar network event occurring before or after the Termination Date, to the extent such assets were not Custodied Assets as of the Termination Date. The Client retains any rights it may have in such assets but acknowledges that the Bank will not provide access, withdrawal, or conversion services for them. Any unsettled or pending fiat credits or debits as of the Termination Date will be reconciled and processed in accordance with Section 13(d)(i), including any applicable compliance review or hold period then in effect.

14. Confidentiality

(a) The parties hereto agree that each will treat confidentially the terms and conditions of this Agreement and all information provided by each party to the other regarding its business and operations. Confidential information includes, without limitation, current and potential business strategies, performance data, reports, marketing materials, computer software, data files, file layouts, databases, analyses, technical know-how, trade secrets, portfolio positions, valuations, investment or trading strategies, commitments and arrangements with service providers and other third parties, as well as any affiliate, director, officer, manager, shareholder, member, advisor, agent, employee, consultant, attorney, accountant, financing source, or other representative of each party, and which information is clearly identified as confidential at the time of disclosure or would be assumed by a reasonable person to be confidential under the circumstances surrounding the disclosure. All confidential information provided by a party hereto may be used by any other party hereto solely for the purpose of rendering or obtaining the Services and, except as may be required in carrying out this Agreement (including, without limitation, disclosure to affiliates of the Bank or agents appointed by the Bank), may not be disclosed to any third party without the prior consent of the party that provided the information, unless required by law or court order.

(b) Section 14(a) is not applicable to any information that (i) was in the public domain when disclosed, (ii) was lawfully in a party's possession before the other party provided it pursuant to this Agreement, (iii) becomes part of the public domain by publication or otherwise through no unauthorized act or omission on the part of a party, or (iv) is independently developed by an employee(s) or other agent(s) of a party with no access to information that is confidential under Section 14(a).

(c) The obligations of confidentiality and nonuse related to the confidential information received under this Agreement will be binding and, in the event that this Agreement is terminated, continue in force.

15. Intellectual Property

As between the parties hereto, the Bank will retain all right, title, and interest (including all copyright, trademark, patent, trade secrets, and all other intellectual property rights) in the Services provided by the Bank.

16. Taxation

Client is liable for all Taxes with respect to any Custodied Assets held for the benefit of Client or any transaction related thereto (any such tax, a "Client Tax"). Client will indemnify the Bank for any Client Tax, and any expenses related thereto, other than any Client Tax arising out of the Bank's gross negligence, bad faith, or willful misconduct. Client acknowledges that the Bank may, or may instruct the applicable withholding agent to, withhold and remit to the appropriate Governmental Authority the amount of any Client Tax that the Bank is advised by counsel to withhold. Client also acknowledges that the Bank may, or may instruct another party to, report actions taken with respect to the Custodied Assets to the Internal Revenue Service or other Governmental Authority if advised to do so by counsel. Upon execution of this Agreement, the Client will deliver to the Bank a properly completed and executed Internal Revenue Service Form W-8 or W-9 appropriate to the Client's circumstances.

17. Disclosure of Risks

The Bank hereby notifies Client, and Client hereby acknowledges, that:

Regulatory and Legal Risks

• Stablecoins are not legal tender and are not backed by the United States government.

• Stablecoins are not "deposits" within the meaning of U.S. federal or state banking law, and Stablecoin balances in the Custody Account are not insured by, or otherwise protected by, the Federal Deposit Insurance Corporation (FDIC) or the Securities Investor Protection Corporation (SIPC). U.S. dollar amounts held in the Client's Deposit Account are deposit liabilities of the Bank and are FDIC-insured up to applicable limits.

• Legislative, regulatory, or policy changes or actions at the state, federal, or international level—including changes in interpretation or enforcement—may adversely affect the use, transfer, exchange, redemption, or value of Stablecoins, and may require the Bank to suspend, delay, block, or refuse transactions, or to modify or discontinue Services.

• If any Custodied Assets are determined (based on advice of counsel) to be securities under applicable law, or if providing custody or withdrawal services with respect to any Stablecoins would otherwise violate Applicable Law, the Bank may suspend or restrict Services and may liquidate such assets and credit the proceeds to the Client's Deposit Account, which may occur without prior notice where legally required and could result in loss of access to or value of such assets.

Market and Economic Risks

• Stablecoins are subject to risks inherent in their structure and issuance. A Stablecoin may lose its peg to the U.S. dollar or other reference asset ("de-pegging"), and the issuer of a Stablecoin may fail, become insolvent, suspend redemption, or otherwise be unable or unwilling to honor redemptions, which could result in partial or total loss of value.

• The value and utility of Stablecoins depend on the continued willingness of market participants to exchange government-issued currency designated as legal tender ("Fiat Currency") for Stablecoins and to accept them as payment. Such willingness may cease or materially diminish at any time, which could result in partial or total loss of value.

• Stablecoin markets may experience periods of illiquidity, redemption delays, or extreme volatility during which conversion to or from Fiat Currency or transfer between blockchain networks may be delayed, restricted, or unavailable.

• The price or exchange value of Stablecoins relative to Fiat Currency may fluctuate unpredictably due to market, regulatory, or issuer-related factors, which could result in significant loss of value even when Stablecoins are held in custody.

Technical and Operational Risks

• The software and cryptography underlying Blockchain Networks—even those that are widely used—may contain defects, bugs, or vulnerabilities that could result in loss of value or loss of access to Stablecoins.

• Certain Stablecoins are governed by smart contracts, which may contain bugs or vulnerabilities or behave unexpectedly. The Bank has no control over and disclaims responsibility for any such smart-contract operations or outcomes.

• No physical, operational, or cryptographic system for the secure storage of private keys is perfectly secure. Because the Bank maintains exclusive control of the private keys for Custody Accounts, the loss, corruption, or compromise of such keys—whether through system failure, cyber-attack, or other event—could result in permanent loss or unavailability of Custodied Assets and may not be fully covered by insurance.

• The nature of Stablecoins and Blockchain Networks may increase the risk of fraud, cyber-attack, or other unauthorized access. Such risks include, without limitation, phishing or social-engineering schemes targeting the Client or the Bank; spoofed or fraudulent instructions; compromise of communication channels, third-party service providers, or network validators; and other attempts to obtain unauthorized access to Custodied Assets or related credentials. The Bank disclaims responsibility for losses resulting from any such external attacks, unless directly caused by the Bank's gross negligence or willful misconduct.

• Technological or operational difficulties experienced by the Bank or any Blockchain Network—including scheduled or unscheduled maintenance, outages, capacity constraints, rate-limits, data-center or cloud-provider disruptions, or security incidents—may temporarily or permanently prevent access to or use of the Client's Stablecoins.

• The Services depend on third parties beyond the Bank's control, including Blockchain Networks, Stablecoin issuers, reserve custodians, and other service providers. Failures or actions by any such third party (including suspension of redemptions or changes to reserve practices) could result in loss of access to or value of Stablecoins.

Transaction and Timing Risks

• Transactions in Stablecoins are generally irreversible, and losses due to error, fraud, or accidental transmission may not be recoverable.

• Services for ineligible Stablecoins are not provided by the Bank. The Client may face loss, inability to access, or failure to realize any economic benefit from any ineligible Stablecoins that are sent to a Client Blockchain Account.

• Services for Virtual Currencies other than eligible Stablecoins are not provided by the Bank. The Client may face loss, inability to access, or failure to realize any economic benefit from any such Virtual Currencies that are sent to a Client Blockchain Account.

• Stablecoin transactions are final only after the Bank's required number of network confirmations, which may differ from when an Authorized Person submits an Instruction. USD debits or credits to the Deposit Account may occur before blockchain confirmation and may be delayed, reversed, or adjusted if the underlying on-chain transaction is delayed, rejected, or fails to achieve finality.

• Blockchain forks, airdrops, protocol upgrades, or similar network events may affect the continuity, value, or usability of Stablecoins. The Bank has no obligation to support, recognize, monitor, claim, or process assets or transactions on any forked, duplicated, or otherwise divergent blockchain network and may disregard or disable such networks, which may result in loss of access to or value of such assets.

Bank-Specific and Service Risks

• Incoming or outgoing transactions may be delayed, placed in pending status, placed on hold, blocked, or rejected as part of the Bank's compliance review, including to satisfy obligations under anti–money laundering laws, the Bank Secrecy Act, and economic-sanctions regulations (e.g., OFAC).

• The Bank may, in its good-faith discretion and in accordance with Applicable Law and its internal policies, suspend, limit, delay, or decline to execute any Instruction or transaction for risk-management, compliance, or operational reasons, which may render funds or Stablecoins temporarily unavailable and could prevent the Client from executing time-sensitive transactions.

• Upon termination of this Agreement, the Client must cease access to the Services. Pending or unsettled transactions may be subject to compliance holds, reconciliation, or other processing, which could delay the return of funds or prevent access to unsupported forked or airdropped assets.

• The security of Custodied Stablecoins depends on the Bank's maintenance of private cryptographic keys controlling the associated blockchain addresses. The loss, corruption, or compromise of any such keys—whether through system failure, cyber-attack, or other event—could result in the permanent loss or unavailability of Custodied Assets. The Client acknowledges that no cryptographic or information-security system is infallible and that the Bank's insurance, if any, may not fully cover such losses.

• Any insurance maintained by the Bank may exclude losses specific to digital assets (including private-key compromise, smart-contract failure, or Blockchain Network failure) and may be insufficient to cover all customer losses.

Conversion Model and Counterparty Risks

• Under the conversion services provided by the Bank, Stablecoins received or transmitted through the Custody Account are held and administered by the Bank on the Client's behalf, while the corresponding U.S. dollar value is maintained in the Client's Deposit Account. The Client does not hold or control the Stablecoins or the private keys associated with any blockchain address used by the Bank. Conversion between U.S. dollars and Stablecoins is effected solely through the Bank's custodial operations and depends on the Bank's continued solvency and operational capacity.

• The Client bears counterparty risk with respect to the Bank's deposit and conversion obligations. In the event of the Bank's insolvency or resolution: (i) U.S. dollar balances in the Deposit Account are deposit liabilities insured by the Federal Deposit Insurance Corporation (FDIC) up to applicable limits, with any excess constituting general unsecured claims; and (ii) Stablecoins and other digital assets held in the Custody Account are intended to remain the Client's property, held off the Bank's balance sheet and not subject to the claims of the Bank's general creditors. Recovery of such assets in an insolvency or receivership proceeding may nevertheless be delayed or subject to administrative or judicial processes and may be reduced by deductions expressly permitted under this Agreement, including unpaid Fees or indemnified amounts. Nothing herein grants the Bank any ownership interest, lien, or right of rehypothecation in Custodied Assets except as expressly provided in this Agreement.

Tax Implications

Transactions involving Stablecoins may have tax consequences under federal, state, or foreign law. The Client is solely responsible for determining, reporting, and satisfying all tax obligations arising from any transaction or holding of Stablecoins or related assets. The Bank provides no tax, accounting, or legal advice and makes no representation or warranty regarding the characterization or treatment of any transaction for tax purposes. The Client should consult independent tax advisors regarding the potential tax consequences of participating in the Services.

Client Acknowledgment and Agreement

Client confirms that Client has carefully reviewed, understands, and accepts all of the foregoing risks as a condition of opening and maintaining a Custody Account and utilizing the Bank's Services. Client acknowledges that:

• The risks described above are not exhaustive and that additional risks may exist;

• Digital assets are highly speculative and volatile and involve substantial risk of loss;

• Client should not maintain Custodied Assets in amounts that Client cannot afford to lose entirely;

• The Bank has made no recommendation regarding the suitability of Stablecoins for Client's particular circumstances; and

• Client has conducted its own investigation and evaluation of the risks and has consulted with such legal, financial, tax, and other advisors as Client deems appropriate.

I acknowledge and accept the risks described in Section 17 [Checkbox for clickwrap or initial line for paper].

18. Limitations of Liability

(a) Except as otherwise expressly provided in this Agreement, neither party shall be liable to the other (whether in contract, tort—including negligence—or otherwise) for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenues, data, or business opportunity, whether or not foreseeable or within the contemplation of the parties.

(b) The Bank shall not be liable for any loss or damage arising from or related to: (i) any failure, delay, or malfunction of any Blockchain Network or Stablecoin issuer; (ii) acts or omissions of third-party service providers or network participants; (iii) the Bank's good-faith compliance with applicable laws, regulations, or governmental orders (including actions taken to comply with anti-money-laundering or sanctions obligations); or (iv) events of force majeure beyond the Bank's reasonable control. Nothing in this Section shall limit the Bank's liability for its own gross negligence, bad faith, or willful misconduct.

(c) Neither party's total aggregate liability arising out of or relating to this Agreement shall exceed the greater of (1) the fair-market value of the Custodied Stablecoins and other Custodied Assets at the time the events giving rise to the liability occurred, and (2) the fair-market value of such Custodied Assets at the time the Bank notifies the Client in writing, or the Client otherwise has actual knowledge, of such events. The value of each Custodied Stablecoin shall be one dollar, unless a different equivalency ratio is specified in writing by the Bank for a particular Stablecoin.

19. Miscellaneous

(a) Headings. The headings in this Agreement are for reference only and must not affect the construction or interpretation of any of the provisions herein.

(b) Electronic Documents. Client consents to the delivery of confirmations, any other required or optional communication or agreement under any applicable law or regulation by e-mail, website or other electronic means, including through the Portal, subject to compliance with any applicable laws, rules or regulations. Any such documents that are delivered to Client electronically are deemed to be "in writing." If Client's signature or acknowledgment is required or requested with respect to any such document and Client (if a natural person) or an authorized representative of Client "clicks" in the appropriate space, Client will be deemed to have signed or acknowledged the document to the same extent and with the same effect as if Client had signed the document manually. Client acknowledges its understanding that Client has the right to withdraw its consent to the electronic delivery and signature of documents at any time by providing prior written notice.

(c) Notices. Except as provided in clause (b) above, all notices, requests and other communications to any party hereunder must be in writing (including facsimile transmission and e-mail transmission, so long as a confirmation of receipt of any e-mail transmission is requested and received) and must be given:

if to Client, using Client Contact Info as given on the Term Sheet.

if to the Bank, to:

Erebor Bank, N.A. [insert address]
Attention: Legal Department
E-mail: [insert email]

or such other address as a party may hereafter specify for the purpose by notice to the other party hereto. Each of the foregoing addresses will be effective unless and until notice of a new address is given by the applicable party to the other party in writing. Notice under this clause (c) will not be deemed to be given unless it has been received.

(d) Relationship of the Parties. Nothing in this Agreement will be deemed or is intended to be deemed, nor will it cause, Client and the Bank to be treated as partners, joint ventures, or otherwise as joint associates for profit.

(e) Governing Law. This Agreement is governed by and is to be construed in accordance with the law of the State of Ohio, without giving effect to the conflicts of law rules of that state.

(f) Jurisdiction. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with, this Agreement or the transactions contemplated hereby will be brought in the United States District Court for the Southern District of Ohio or any Ohio court sitting in Columbus, so long as one of those courts has subject matter jurisdiction over the suit, action or proceeding, and that any cause of action arising out of this Agreement will be deemed to have arisen from a transaction of business in the State of Ohio, and each of the parties hereby irrevocably consents to the jurisdiction of those courts (and of the appropriate appellate courts therefrom) in any such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of the venue of any such suit, action or proceeding in any such court or that any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.

Process in any such suit, action or proceeding may be served on any party anywhere in the world, whether within or without the jurisdiction of any such court. Without limiting the foregoing, each party agrees that service of process on that party as provided in Section 19(c) will be deemed effective service of process on that party.

(g) Claims. It is the intention of the parties that no party other than parties to this Agreement will have or assert any rights, claims or remedies against any party in respect of any action, omission, failure or neglect in the performance of any responsibilities referred to in this Agreement. For the avoidance of doubt, the parties acknowledge and agree that the foregoing sentence does not affect the right of any party to recover from the Bank pursuant to Section 10 of this Agreement the losses, claims, damages, liabilities or expenses specified in Section 10. The Bank will advise Client as soon as reasonably practicable in the event any such claim is asserted by a third party against the Bank.

(h) Modifications, Amendments and Waivers.

• The Bank may modify or amend the terms and conditions of this Agreement at any time after providing 30 days' advance notice to Client. The parties may agree, memorialized in writing signed by both parties, to modify or amend this Agreement at any time.

• Any provision of this Agreement may be waived if, but only if, the waiver is in writing and is signed by the party against whom the waiver is to be effective.

• The Bank may change its internal policies and procedures, without notice to, or consent by, Client. However, to the extent of any conflict between this Agreement and updated policies and procedures, this Agreement shall control.

• No failure or delay by any party in exercising any right, power or privilege hereunder operates as a waiver thereof nor may any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and not exclusive of any rights or remedies provided by law.

(i) Successors and Assigns. The provisions of this Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and assigns but the parties agree that no party may assign its rights and obligations under this Agreement without the prior written consent of the other parties, which consent may not be unreasonably withheld or delayed, except that the Bank may assign its rights and obligations under the Agreement to any affiliate of the Bank that is chartered or licensed to provide the Services or to any entity which succeeds to all or substantially all of the assets and business of the Bank without the prior written consent of Client.

(j) Entire Agreement. This Agreement embodies the entire agreement and understanding between the parties hereto and supersedes any and all prior agreements and understandings, oral or written, relating to the subject matter of this Agreement, except that any non-disclosure agreement or agreements previously entered into between the parties hereto continue to be in force.

(k) Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction or other authority to be invalid, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Agreement will remain in full force and effect and will in no way be affected, impaired or invalidated so long as the economic or legal substance of the Services contemplated hereby is not affected in any manner materially adverse to either party. Upon such a determination, the parties will negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in an acceptable manner in order that the Services contemplated hereby be consummated as originally contemplated to the fullest extent possible.

(l) No Advice. The Client acknowledges that the Bank is not providing any legal, tax, or investment advice in providing the Services under this Agreement.

(m) No Third Party Beneficiaries. A person who is not a party to this Agreement has no right to enforce any term of this Agreement.