Security Administration Agreement

SECURITY ADMINISTRATION AGREEMENT

This Security Administration Agreement (the Agreement) is entered into as of (Effective Date), by and between:

Client Name:

Administrator Name:

RECITALS

WHEREAS, Client is the issuer or beneficial owner of certain securities and requires a qualified administrator to perform recordkeeping, transfer, issuance, and related administrative functions in connection with such securities; and

WHEREAS, Administrator has the experience, systems, and personnel necessary to perform the services described in this Agreement and is willing to provide such services on the terms and conditions set forth herein; and

WHEREAS, Client and Administrator desire to set forth their respective rights and obligations with respect to the administration of Client's securities and related matters.

SCOPE OF SERVICES

Administrator shall perform, at a minimum, the following services with respect to the securities described in the Scope of Work: maintain an up-to-date register of holders; process issuances, transfers, cancellations and exchanges; record and effect shareholder communications; calculate and facilitate distributions, dividends, or other payments; provide periodic reporting to Client; and perform such other administrative functions as agreed in writing by the parties. Administrator shall maintain policies and procedures reasonably designed to ensure accuracy, confidentiality, and regulatory compliance in the performance of services.

PAYMENT TERMS

Late payments shall accrue interest at the rate of on any unpaid balance or the maximum rate permitted by applicable law, whichever is less. Client shall also reimburse Administrator for reasonable out-of-pocket expenses incurred in connection with performance of the services, provided that Administrator obtains Client's prior written consent for any single expense in excess of .

TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue in effect until the End Date: unless earlier terminated pursuant to this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay fees and reimbursable expenses incurred through the effective date of termination.

CONFIDENTIALITY

Each party shall maintain in confidence all non-public information disclosed by the other party in connection with this Agreement and shall not use such information except as necessary to perform its obligations hereunder. Confidential information does not include information that (a) is or becomes generally available to the public other than as a result of a breach of this Agreement, (b) was rightfully in the receiving party's possession prior to disclosure by the disclosing party, or (c) is required to be disclosed by law or valid legal process, provided that the receiving party gives prompt written notice to the disclosing party to allow it to seek protective relief. The obligations of confidentiality shall survive termination of this Agreement for a period of five (5) years; trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

REPRESENTATIONS, WARRANTIES AND INDEMNIFICATION

Each party represents and warrants that it has full power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that it has good and marketable title to the securities subject to administration or otherwise the authority to direct Administrator to act as provided herein. Administrator represents that its services shall be performed in a professional and workmanlike manner consistent with industry standards.

Client shall indemnify, defend and hold harmless Administrator and its officers, directors, employees and agents from and against any and all losses, liabilities, costs and expenses (including reasonable attorneys' fees) arising out of Client's breach of this Agreement, Client's inaccurate representations, or claims relating to the underlying validity, transferability or ownership of securities, except to the extent such losses result from Administrator's gross negligence or willful misconduct.

NOTICES

Notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice. Notices shall be deemed given upon delivery if delivered personally, upon confirmation if sent by certified mail, or upon receipt if sent by nationally recognized courier.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree that any dispute arising out of or relating to this Agreement shall be resolved by binding arbitration conducted in the chosen jurisdiction or by a court of competent jurisdiction in that state if arbitration is unavailable.

ENTIRE AGREEMENT; AMENDMENT

This Agreement (including any exhibits or schedules hereto executed by the parties) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, oral or written. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

SURVIVAL

Termination of this Agreement shall not affect any rights or obligations arising prior to termination and the provisions regarding confidentiality, indemnification, payment of fees, governing law and dispute resolution shall survive termination.

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