MASTER BANKING AGREEMENT

Approved Exposure Limit(s): As stated in the NeuBridg Banking Agreement with its financial institution.

CCD - Cash Concentration and Disbursement PPD - Prearranged Payment and Deposit

This Master Banking Agreement (hereinafter “Agreement”) is made this

A. Company wishes to initiate [credit] [debit] [credit and debit] ACH Entries pursuant to the terms of this Agreement and the Nacha™ Operating Rules and Guidelines (the “Rules”), NeuBridg is willing to provide ACH services and act as an intermediary with their Originating Depository Financial Institution (“ODFI”), referred to as The Bank with respect to such ACH Entries. Company may only initiate ACH Entries for the approved Standard Entry Class (SEC) codes set forth above under Approved SEC Code(s), or such other SEC codes as may be approved by ODFI.

This agreement between NeuBridg and the Company and its authorized agents governs origination and receipt of electronic payment transfers on behalf of the Company. The terms of this agreement are construed in accordance with the laws of the United States when applicable and with the laws of the State where the Bank branch is located (hereafter, “State” Should these related laws be amended, this agreement shall be deemed amended to the extent necessary to comply. Unless otherwise defined, terms used in this agreement shall have the meanings provided in the State Uniform Commercial Code, Article 4A. Any controversy or claim between NeuBridg and the Company relating to this agreement or transfers made in connection herewith shall be determined in accordance with the dispute resolution terms, conditions and procedures detailed in the Bank’s deposit account agreement (the “Deposit Agreement”) as amended from time to time. This agreement supersedes any prior agreements between NeuBridg and the Company on the subject matter hereof, and shall also be binding upon the Company’s heirs, representatives, and successors. In the event of any inconsistency between this agreement and the Deposit Agreement with respect to electronic payment transfers, this agreement shall govern. If any part of this agreement is invalid, illegal, or unenforceable, the remaining provisions shall remain in effect. Any written notice to the Bank or NeuBridg by the Company must be hand delivered or sent by U.S. mail or express carrier.

1. of action, damages, expenses (including reasonable attorney’s fees and other legal expenses), liabilities and other losses resulting from acts, omissions, or provision of invalid or inaccurate data by the Company or any other person acting in the Company’s behalf, including without limitation; a) a breach by the Company of any provision of this agreement; b) NeuBridg’s debiting or crediting of the account of any person as requested by the Company; and c) the failure to act or the delay by any financial institution other than NeuBridg.

Company Liability: The Company shall be liable to NeuBridg for and shall indemnify and hold NeuBridg harmless from any and all claims, causes

2. for its negligence or willful misconduct in performing these services. NeuBridg shall not be liable for acts or omissions by the Company or any other person including, without limitation, any funds transfer system, any Federal Reserve Bank, any beneficiary’s bank, and any beneficiary, none of which shall be deemed NeuBridg’s agent. Without limitation, NeuBridg shall be excused from delaying or failing to act if caused by legal constraint, interruption of transmission or communications facilities, equipment failure, war, emergency conditions, strikes, or other circumstances beyond NeuBridg’s control. In addition, the Bank shall be excused from delaying or failing to execute a transfer if it would result in the Bank’s exceeding any limitation on its intra-day net funds position established through Federal Reserve guidelines or if it would result in violating any present or future risk control program of the Federal Reserve or a rule or regulation of other governmental regulatory authorities. In no event shall NeuBridg be liable for any consequential, special, punitive, or indirect losses or damages incurred relating to this agreement including, without limitation, subsequent wrongful dishonor resulting from NeuBridg’s acts or omissions. Any liability of NeuBridg for loss of interest resulting from its error or delay shall be calculated using a rate equal to the Federal Funds Rate at the Federal Reserve Bank of New York for the period involved. Payment will be made by crediting the appropriate account involved in the funds transfer.

NeuBridg Liability: NeuBridg shall be responsible only for performing the funds transfer services provided in this agreement and shall be liable only

3. discrepancy concerning any payment order. If the Company fails to notify NeuBridg of any such discrepancy within fourteen (14) days after the Company receives the statement or other sufficient information to detect such discrepancy, NeuBridg shall not be liable for and the Company shall indemnify and hold NeuBridg harmless from any loss of interest with respect to the payment order and any other loss which could have been avoided had the Company given such notice. If the Company fails to notify NeuBridg within three (3) months after receiving the statement, the Company is precluded from any claim against NeuBridg.

Reconcile: All transfers will appear on the Company’s regular account statement. It is the Company’s obligation to examine the statement for any

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4. Security Procedure and Transfer Requests: NeuBridg and the Company have agreed to any security procedure option(s) selected below and the format requirements as shown on NeuBridg’s current Electronic Payment Transfer Request form for each transfer request (and cancellation of a transfer request) transmitted to NeuBridg. This security procedure will only apply to electronic payment transfer requests that are not received in person. In some cases, NeuBridg may take additional actions to those selected to verify the identification of the Company or its agent, or to detect an error in the transmission or content of the transfer request. Any of these additional actions will not be considered part of this agreement and may only be used periodically. Provided NeuBridg complies with the security procedure selected by the Company, the Company shall be liable for payment of the transferred amount plus transfer fees, even if the transfer request was not actually transmitted or authorized by the Company. If NeuBridg does not follow the agreed security option but can prove the transfer request was originated by the Company, the Company will still be liable for the transfer amount plus transfer fees. The Company authorizes NeuBridg to record electronically or otherwise any telephone calls relating to any transfer under this agreement.

5. Secondary Security Document: NeuBridg will only initiate an ACH upon receipt of NeuBridg Initiated Periodic ACH Request Form that is in conjunction with the Master Banking and NeuBridg Agreement on file. In some situations, NeuBridg may upon receiving NeuBridg Initiated Periodic ACH Request Form telephone the Company to receive final verification by confirming the amount and destination of the electronic payment transfer with an individual listed on the current master banking and NeuBridg form.

6. Processing Electronic Payment Transfers: NeuBridg shall process transfer requests based solely upon information received from the Company. NeuBridg will process the electronic payment transfer request through their designated bank, referred to as Bank, which then processes through the Federal Reserve Bank System. In the case where the beneficiary’s bank is the Bank, the Bank may simply debit and credit the appropriate accounts as requested in the authorized electronic payment transfer request. At the time NeuBridg executes an electronic payment transfer or internal transfer, the Company agrees to pay NeuBridg with available funds on deposit for the amount of the transfer plus the current Electronic Payment Transfer Fee. If the Company fails to pay in accordance with this agreement, NeuBridg shall be entitled to request cancellation of the transfer, or to undertake any other legal means to collect the amount of the transfer if unable to cancel, including exercise of right of offset as detailed in NeuBridg’s Agreement.

7. by name and identifying number, execution of the request might be based solely upon the number, even if the number identifies a bank different from the named bank or a person who is not a bank. If an electronic payment transfer request describes a beneficiary inconsistently by name and account number, payment might be made by the beneficiary’s bank based solely upon the account number, even if the account number identifies a person different from the named beneficiary. Company’s obligations shall not be excused in these circumstances. The Bank shall reject any transfer request or incoming transfer which does not conform to the limitations, security procedures, and/or other requirements set forth in this agreement, such as availability of funds on deposit. The Bank may reject, except when prohibited by law, at its sole discretion any transfer request it receives from the Company for any reason. NeuBridg shall notify the Company of the Bank’s rejection of the transfer request by telephone, electronic message, or U.S. mail. The Company and NeuBridg will comply with regulations issued by the US Treasury’s Office of Foreign Assets Control (OFAC If any transfer request is to an entity listed on OFAC’s list of Specially Designated Nationals and Blocked Persons, by law the Bank shall not complete the transfer and shall “block” the funds until such time OFAC issues a written release to the Bank. The Bank or NeuBrige shall have no liability to the Company as a result of the Bank’s rejection of any transfer request or internal transfer if it complies with the terms of this agreement.

Errors and Rejections by Bank: If an electronic payment transfer request indicates an intermediary bank or a beneficiary’s bank inconsistently

8. rejected, NeuBridg shall notify the Company of such rejection including the reason given for rejection by telephone, electronic message, or U.S. mail. The Bank would have no further obligation to transmit the rejected electronic payment transfer if it complied with this agreement with respect to the original transfer request. The company shall not request, or initiate, additional transfer requests until updated and correct financial institution information is provided to NeuBridg.

Rejection of the Bank’s Transfer Request: If the Bank receives notice that an electronic payment transfer transmitted by the Bank has been

9. Cancellation and Change by Company: The Company shall have no right to cancel or amend any transfer request after received by NeuBridg; however, NeuBridg shall use reasonable efforts to act on a cancellation or change request as long as it is received from the Company or its authorized agent in accordance with the security procedures set forth in this agreement. NeuBridg shall have no liability if the cancellation or change is not affected.

10. Amendments, Assignment, and Termination of Agreement: NeuBridg shall be entitled to amend this agreement at any time which will become effective immediately upon the Company’s receipt of notification or upon a later date specified in such notification. The Company may amend the “fill-in” portions of this agreement at any time by completing a new agreement. Such amendments will not be effective until presented to and signed by the branch listed at the bottom of this agreement. The Company may not amend other portions of this agreement without NeuBridg’s prior written consent. The Company may not assign this agreement to any other person or entity without NeuBridg’s prior written consent, at which time a new agreement will be established. Either NeuBridg or the Company may terminate this agreement at any time by giving written notice to the other party. Termination by NeuBridg shall be effective immediately upon the Company’s receiving written notice. Termination by the Company shall be effective the second business day following receipt of written notice. Any termination shall not affect any obligations occurring prior to termination.

11. Authorization: The Company represents and warrants that the accounts from which electronic payment transfer requests are paid from are owned

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entirely by the within named Company and are hereby authorized to be charged as instructed by the Company for electronic payment transfers and related fees. The Company hereby authorizes the individuals listed in the most recent authorization/resolution for purposes of authorizing electronic payment transfer requests on behalf of the Company. These agents shall remain authorized until the Company notifies NeuBridg in writing of revocation of any agent’s authorization. Other individuals can be authorized only by adding them to this agreement or by completion of a NeuBridg authorization/resolution with NeuBridg. Changes in authorized agents by the Company shall be effective the funds transfer business day following receipt of written notice or a new agreement.

12. NeuBridg and our financial institution have the right to audit the Company’s compliance with the Rules, U.S. law, and NeuBridg policies. Company will provide reasonable assistance and information to conduct such audit, including reasonable access to its operating systems, policies, procedures, records, and other materials. ALL requested information shall be provided within 5 business days of the request by the parties. Failure to provide requested information will result in suspension of all NeuBridg process, up to and including distributions.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized officer(s

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