Transfer Agent Instructions Form

TRANSFER AGENT INSTRUCTIONS FORM

This Transfer Agent Instructions Form is entered into by and between Issuer Name: with principal address at (the "Issuer"), and Transfer Agent Name: with principal address at (the "Transfer Agent"), effective as of the date set forth below: Effective Date: .

RECITALS

WHEREAS, the Issuer is authorized to issue and transfer securities of the class described below and desires to retain the Transfer Agent to act as transfer agent, registrar and other agent with respect to such securities under the terms set forth herein; and

WHEREAS, the Transfer Agent represents that it is duly organized, qualified and authorized to perform the duties of transfer agent for the type of securities specified, and that it will act in accordance with the Issuer's charter, bylaws and applicable law; and

WHEREAS, the parties desire to set forth the Issuer's specific instructions to the Transfer Agent regarding issuance, registration, cancellation and distributions related to such securities.

NOW, THEREFORE

In consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms have the following meanings: "Securities" means the securities described as Type of Security: , CUSIP Number: .

2. INSTRUCTIONS TO TRANSFER AGENT

2.1 Issuance and Registration. The Transfer Agent shall issue and register Securities in the names and amounts provided by the Issuer and shall maintain and update the Issuer's transfer ledger. Initial issuance instructions (if applicable) are: Certificate Numbers/Details:

2.2 Issuance Quantity. The Transfer Agent shall issue the following number of Securities: Number of Shares/Units: for Consideration: , subject to the Issuer's representations below.

2.3 Cancellation and Reissue. Upon receipt of properly endorsed certificates and surrender documents, the Transfer Agent shall cancel certificates and reissue new certificates as directed by the Issuer, and shall mark the ledger accordingly. All cancellations shall be evidenced and kept on file for a period consistent with industry practice.

2.4 Record Date and Distributions. The Record Date for determining holders entitled to distributions is: Record Date: . The Transfer Agent shall identify holders of record as of the close of business on the Record Date and shall provide the Issuer with a holder list in a format acceptable to both parties.

2.5 Payment and Distribution Instructions. Payment or distribution to holders shall be made in accordance with the following instructions:

3. TRANSFER AGENT DUTIES AND STANDARDS

3.1 Standard of Care. The Transfer Agent shall perform its services in a commercially reasonable manner in accordance with applicable law, the Issuer's charter and bylaws, and prevailing industry standards. The Transfer Agent shall maintain books, records and security protocols sufficient to carry out its duties.

3.2 Compliance. The Transfer Agent shall refuse to effect any transfer or issuance where required by applicable law or where it reasonably believes that the instruction is not authorized. The Transfer Agent shall promptly notify the Issuer of any legal process or demand that affects the Securities or the Transfer Agent's ability to perform.

4. REPRESENTATIONS AND WARRANTIES

4.1 Issuer Representations. The Issuer represents and warrants to the Transfer Agent that: (a) it has full corporate power and authority to enter into and perform this Agreement; (b) the issuance, reissue and cancellation instructions delivered hereunder have been duly authorized by all necessary corporate action; and (c) the consideration for any issuance is lawful and sufficient under the Issuer's charter and applicable law.

4.2 Transfer Agent Representations. The Transfer Agent represents and warrants that it is duly organized, will perform services in good faith and will comply with state and federal laws applicable to transfer agents and registrars.

5. INDEMNIFICATION; LIMITATION OF LIABILITY

5.1 Indemnification. The Issuer shall indemnify, defend and hold harmless the Transfer Agent and its affiliates, officers and employees from and against any and all claims, losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or in connection with reliance by the Transfer Agent on instructions given by the Issuer, except to the extent such claims arise from the Transfer Agent's gross negligence or willful misconduct.

5.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct or breach of applicable fiduciary duty, in no event shall the Transfer Agent be liable for incidental, special or consequential damages arising from the performance or nonperformance of its duties.

6. FEES AND EXPENSES

The Issuer shall reimburse the Transfer Agent for reasonable out-of-pocket expenses incurred in connection with performing its duties hereunder upon presentation of invoices.

7. NOTICES

All notices, requests, demands and other communications hereunder shall be in writing and delivered to the party's notice address set forth below or to such other address as either party may designate by notice to the other:

8. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended or modified only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument.

9. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

9.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of: without regard to its conflict of laws principles.

9.2 Entire Agreement. This Agreement, together with any exhibits or schedules referenced herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.

9.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

10. MISCELLANEOUS

10.1 Records. The Transfer Agent shall retain all records relating to the performance of its duties for a period of at least seven (7) years or such longer period as required by applicable law.

10.2 Audit. The Issuer may conduct a reasonable audit of Transfer Agent records related to Issuer Securities upon reasonable prior notice and during normal business hours, subject to confidentiality protections.

CERTIFICATIONS

The undersigned authorized officers of the Issuer hereby certify that the issuance, cancellation, transfer and distribution instructions provided herein have been duly authorized by all necessary corporate action, and that the persons executing this Agreement on behalf of the Issuer are duly authorized to do so.

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