Financial Crimes Enforcement Network Letter

FINANCIAL CRIMES ENFORCEMENT NETWORK LETTER

Date:

Parties

Recitals

WHEREAS, the Client has legal obligations to comply with applicable beneficial ownership and reporting requirements administered by the Financial Crimes Enforcement Network and related law (collectively, Regulatory Obligations);

WHEREAS, the Provider possesses experience in preparing and submitting required filings, assembling supporting documentation, and advising on internal procedures to satisfy Regulatory Obligations; and

WHEREAS, Client desires to engage Provider to perform the services described below, and Provider agrees to perform such services under the terms set forth in this Letter Agreement.

Scope of Work

Services include, at minimum, preparation of filings required by applicable law, assembly and verification of beneficial ownership data, communication with Client-designated officers, and reasonable interaction with government personnel as required to effectuate timely filing. Provider will not provide legal advice unless separately engaged as counsel.

Payment Terms

Late payments shall accrue interest at the rate of percent per month, compounded monthly, on any unpaid balance beginning thirty (30) days after invoicing. Client will also reimburse Provider for reasonable out-of-pocket expenses incurred in performance of the services, subject to prior written approval for expenses exceeding .

Term and Termination

This Agreement commences on and shall continue until unless earlier terminated in accordance with this Section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach by the other party that remains uncured for thirty (30) days after written notice specifying the breach.

Confidentiality

Each party shall maintain in confidence all non-public, proprietary, or confidential information disclosed by the other party in connection with this Agreement, and shall not use such information except to perform its obligations hereunder. Confidential information does not include information that is or becomes publicly available other than through a breach of this Agreement, or that is independently developed without use of the other party's confidential information.

Upon termination, each party shall return or destroy confidential materials as directed by the disclosing party and certify such return or destruction in writing within thirty (30) days.

Representations; Authority; Compliance

Client represents and warrants that it has the authority to engage Provider to submit filings and to disclose required beneficial ownership information, and that all information provided to Provider will be true, complete and accurate to the best of Client's knowledge. Client acknowledges that knowingly presenting false information to a federal agency may subject responsible individuals to civil or criminal penalties under applicable law.

By checking the box below, Client certifies that the information provided to Provider for the purpose of regulatory filings is accurate and that Client will promptly notify Provider of any material changes.

Client certifies accuracy of information and authorizes Provider to prepare and submit filings on Client's behalf.

Indemnification

Client shall indemnify, defend and hold harmless Provider and its officers, directors and employees from and against any claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising from (a) Client's breach of this Agreement, (b) Client's provision of false or incomplete information, or (c) Client's failure to timely comply with obligations required to complete filings.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state specified above without regard to conflict of laws principles. The parties consent to the exclusive jurisdiction of the state and federal courts located within that state for any dispute arising out of or related to this Agreement.

This Letter Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. No amendment to this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect. Failure to enforce any provision shall not constitute a waiver of future enforcement of that or any other provision.

Notices required or permitted under this Agreement shall be in writing and delivered to the contact persons identified above.

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