Terms and Conditions

New Treasury Account Terms and Conditions

The American Deposit Management Co.

Master Services Agreement

THIS MASTER SERVICES AGREEMENT (this “Agreement”) is entered into as of [Date entered on survey], between American Deposit Management, LLC and its wholly owned subsidiary ADM Consulting, LLC (referred to herein collectively as “ADM”) on the one hand, and (“Client”) on the other hand.

RECITALS
A.
ADM provides various treasury and financial services, including the services set forth in Recital C

(the “Program”);

  1. Client desires to enroll in such consulting and advisory services as set forth below;

  2. Client further desires to appoint ADM as agent to deploy, manage, and administer Client funds

with select Federal Deposit Insurance Corporation (“FDIC”) and/or National Credit Union Administration (“NCUA”) insured depository institutions (collectively, the “Program Institutions”) upon initial deposit of funds by Client at custodian banks (collectively, the “Custodians”);

D. ADM desires to provide such consulting, management and fulfillment services as requested by Client herein; and

E. ADM further desires to manage Client funds as agent to be held in Custodian and Program Institution deposit accounts (a Custodian is deemed a Program Institution and referred to herein as such when Client funds have been deployed by ADM in deposit accounts at the Custodian), to deploy, manage and administer those funds consistent with Client’s objectives, and, as requested by the Client, to provide Client with evidence of the Deposit Insurance or that the funds are secured.

F. Client has entered into an agreement (the “Rho Terms of Use”) with Under Technologies Inc, dba Rho Technologies (“Rho”) pursuant to which, amongst other things, Client has engaged Rho to deliver instructions and other information to and from third party service providers, such as ADM (such services being, the “Rho Services”).

AGREEMENTS

In consideration of the foregoing premises, the parties hereto, intending to be legally bound, hereby agree as follows:

1. Program Selection. The Program is comprised of the following components:

(a) the American Money Market Account (the “AMMA”), a liquid money market account, under which funds will be deployed and managed by ADM in bank deposit accounts at Program Institutions1 (the “AMMA Accounts”), and

1 Deposit accounts at Program Institutions may be classified as money market accounts, non-interest bearing accounts, interest bearing accounts savings accounts or negotiable order of withdrawal (NOW) accounts.

WHEREAS:

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(b) the American Term Deposit Account, under which funds will be deployed and managed by ADM in certificate of deposit accounts (“CD Accounts”).

Client has the option to determine whether to request (1) extended deposit insurance, under which funds in excess of the amounts insured by the FDIC or NCUA are secured through the pledge of identified and agreed upon collateral or issuance of a surety bond, all in accordance with the terms and conditions set forth herein, or (2) waiver of extended deposit insurance, under which funds in excess of the amounts insured by the FDIC or NCUA will not be secured. By signing below, Client acknowledges and understands that, in the event Client chooses to waive extended deposit insurance, Client funds deposited with a Program Institution in an amount in excess of the applicable limit for FDIC or NCUA insurance coverage, are not guaranteed by the FDIC or NCUA, or through the pledge of identified and agreed upon collateral, or the issuance of a surety bond, or by any government agency and, as a result, in the event of a financial failure of any such Program Institution, Client funds on deposit in a depository account with such Program Institution will be at risk. By signing Exhibit A, Client expressly waives extended deposit insurance.

Prior to depositing funds, Client shall select the program under which the particular funds shall be deployed and managed and provide ADM with written notification of such selection.

2. Account Eligibility; Client Representations and Warranties. The Program is only open to participants that meet the minimum deposit requirement currently in place at the time of opening. The minimum deposit requirement may be waived at the discretion of ADM.

The Program is only open to participants which are U.S. Persons. For this purpose, a “U.S. Person” is (i) any partnership, corporation or limited liability company organized or incorporated under the laws of the United States or any state thereof, (ii) any trust as to which one or more natural persons reside in the United States, or a U.S. Person as otherwise defined herein, has or have the authority as trustee to control all of the substantial decisions of the trust, (iii) any federal, state or local governmental unit, agency or authority located in the United States, and (iv) such other parties as ADM may approve, from time to time.

Public Unit Depositors make the following representations and warranties to ADM:

(a) Client is a “public unit” and the undersigned individual who has executed this Agreement on behalf of Client is the “official custodian” of Client as those terms are used in 12 C.F.R. § 745.10 of the NCUA regulations,

(b) Client is a “public depositor” (or that term’s equivalent) as defined under applicable state statutes in which the public depositor is located,

(c) Client hereby represents and warrants to ADM that (i) the undersigned officer of Client is knowledgeable as to the source and nature of the funds that are deposited with ADM; and (ii) no funds that are deposited via ADM pursuant to this Agreement are “proceeds of municipal securities” (as defined in Rule 15Ba1- 1(m)(1) promulgated under Section 15B of the U.S. Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) unless Client is represented, with respect to the applicable municipal securities and related funds investments, by a municipal advisor that is registered with the SEC pursuant to the Exchange Act and is independent of ADM, and

(d) Client has received the Disclosure Statement of Municipal Advisor from ADM.

All Clients other than public unit depositors, represent and warrant that they are an "accredited investor" as that term is defined by applicable securities laws and the Securities and Exchange Commission.

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(e) Client represents that it is party to Rho Terms of Use and shall inform ADM if it ceases to be party thereto. Client represents that ADM shall continue to honor Instructions received from Rho until notified by Client of termination of its agreement with Rho.

3. Deposits. Under the Program, cash balances will be deployed into deposit accounts which are obligations of the Program Institutions in which the deposits are held and qualify for Deposit Insurance protection in accordance with the applicable rules of the FDIC or NCUA, as such rules may be amended from time to time. The Program Institutions may pay interest, at varying rates, on the deposit accounts (See “Interest” below).

AMMA Accounts. Each business day, ADM or its Custodian(s) will deposit your cash balances held in custodial accounts into one or more omnibus deposit accounts maintained at the Program Institutions.

CD Accounts. ADM or its Custodian(s) will deposit your cash balances held in custodial accounts into one or more separate CD Accounts maintained at the Program Institutions. The terms of such CD Accounts will be selected in accordance with your liquidity needs and stated investment goals. Client shall provide ADM with written notification when requesting or opening a CD Account.

Your deposit account ownership will be evidenced by an entry on records maintained by ADM and/or the Custodian(s) for each of the Program Institutions at which your funds are on deposit. You will receive a monthly account statement that will reflect all deposits, withdrawals, Program Institution deposit balance(s), net earnings and a delivered rate.

Your Funds (including accrued interest) in each recognized legal capacity, are currently eligible for up to $250,000 of Deposit Insurance at each Program Institution in which your funds are on deposit (subject to the aggregation of any other funds you have on deposit at the same Program Institution in the same legal capacity). Unless you have elected to establish extended deposit coverage, ADM will use commercially reasonable efforts to ensure that no more than $250,000 of your funds will be deposited in any single Program Institution; however, if funds in excess of $250,000 are deposited into or withdrawn from the Program in a single day, for a limited amount of time (intraday or overnight), the entire amount of the withdrawal or deposit may be held at one Program Institution. In such an event, in lieu of obtaining full Deposit Insurance, ADM may take steps to secure the amount of your funds by employing the tools available to you by extending deposit insurance.

Funds intended for deposit into the AMMA Accounts and/or CD Accounts must be deposited through the Custodian and cannot be placed directly with ADM or any of the Program Institutions. Deposits received by the Custodian on any standard banking day before 12:00 P.M. Central Time will be deposited with the Program Institutions on the next business day. Payments made by check, money order or cashier’s checks will be held based upon availability of funds.

4. Withdrawals. By enrolling in the Program, you consent to have your money on deposit at the Program Institutions automatically withdrawn from the Program Institution accounts upon your request for withdrawal. ADM reserves the right to take reasonable measures to verify your withdrawal request (but is not under any duty to do so), and ADM will not be held liable for any delays caused by such verification measures.

You may make a request for withdrawal at any time, in any amount of available funds, from your account. You acknowledge that CD Accounts are time deposits and, therefore, certain withdrawals from CD Accounts may result in the assessment of early withdrawal penalties or fees. You agree that you shall be wholly responsible for the payment of such penalties or fees.

Withdrawals are limited to six (6) per month. Withdrawals must be requested from ADM and cannot be made directly from the Custodian or any of the Program Institutions in which funds are held. ADM will process, or cause to be processed, withdrawal requests on Tuesdays and Thursdays (“Processing Days”) for settlement to your designated account on Wednesdays and Fridays (“Settlement Days”). Requests for amounts of $3,000,000 or less received by ADM on or before 12:00 P.M. Central Time on a Processing Day will settle to your designated

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account on the next Settlement Day specified by you in the withdrawal request. Withdrawal requests for amounts of $3,000,000 or less received by ADM after 12:00 P.M. Central Time on a Processing Day will not settle to your designated account the next day, but will be settled to your designated account on the next Settlement Day thereafter. Requests for amounts greater than $3,000,000 are considered special handling and will be settled at a mutually acceptable Settlement Day, regardless of whether the withdrawal request is received by ADM on or before 12:00 P.M. Central Time. Notwithstanding anything herein to the contrary, ADM is unable to process withdrawal requests or settle such requests to your designated account on holidays recognized by the Federal Reserve Board. If a withdrawal request is made or a withdrawal is scheduled to settle on a holiday recognized by the Federal Reserve Board, the transaction will be processed/settled as follows: (i) in the case of a withdrawal request, such request will be processed on the next available Processing Day, and will be settled to your designated account in accordance with the settlement timelines set forth above, based on the non-holiday Processing Day; or (ii) in the case of settling a withdrawal, the funds will be scheduled to settle to your account on the next Settlement Day following the holiday.

The accounts at the Program Institutions do not include check writing privileges, ATM transactions, or debit card transactions. Withdrawals can be made by telephone or electronically using any procedures required by ADM.

All funds movements (whether involving deposits, transfers or withdrawals) will be subject to time-of-day and local business day limitations, including limitations imposed by time-zone differences. ADM will not be held liable for any delay, failure or error by any Program Institution in making payment on any withdrawal.

5. Initial Funding. Upon Client’s deposit of funds with a Custodian, ADM shall distribute such funds to Program Institutions on behalf of Client. Pursuant to Client’s program selection, ADM shall cause the funds to be held in the AMMA Accounts and/or CD Accounts (AMMA Accounts and CD Accounts are collectively referred to herein as the “Deposit Accounts”) of the Program Institutions. Client acknowledges that ADM may, from time to time, place a certain portion of Client’s funds in a non-interest bearing transaction account. Funds in the Deposit Accounts shall remain the sole property of Client.

6. Management of Funds. ADM agrees to honor Client instructions (“Instructions”), with respect to this Agreement, received from Rho, by written or electronic means, as if they were delivered to ADM directly by Client. . In the event that Instructions received from Rho, on behalf of Client do not reflect Instructions of Client, Client agrees that such Instructions, received from Rho, shall be considered Instructions received directly by Client. Client further agrees that any disputes arising from Instructions received from Rho to ADM are governed expressly by the agreement between Rho and Client to which ADM is not a party nor under which ADM shall not have any obligations or liability thereunder.

7. Client expressly consents to ADM sharing with Rho such information as Rho may request in the course of Rho providing the Rho Services, including but not limited to information concerning Client funds, Deposit Accounts, transactions and such other information as ADM and Custodians may maintain with respect to Client and their funds. If Client wishes for ADM to cease sharing such information with Rho, it shall send notice of such preference to ADM and also to Rho. Rho is not a party to this Agreement and shall not have any rights or obligations hereunder..

8. ADM will deploy and continue to manage Client funds in the Deposit Accounts from time to time on Client’s behalf. ADM and the Custodians will provide Client evidence of the transactional history of Client’s funds upon reasonable written request by Client. ADM will pay interest with respect to the Deposit Accounts as outlined in Section 9. In accordance with the Client’s stated objectives, ADM will manage all funds in Deposit Accounts using reasonable discretion.

9. Deposit Insurance, Security and Collateral. ADM will take all steps necessary to deploy funds in Deposit Accounts that are insured by the FDIC and/or NCUA, as applicable, and to ensure that all funds deployed are fully insured or secured in accordance with the Client's instructions. Custodians and Program Institutions will be selected by ADM. With respect to Program Institutions, ADM agrees that funds shall only be

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deployed in FDIC-insured banks or NCUA-insured credit unions that are “Qualified.” For a Program Institution to be Qualified initially (at the time of a first deposit in the depository) it must be “well capitalized” (as such term is defined by applicable FDIC or NCUA regulations) based upon information about such Program Institution published by the FDIC or the NCUA on a quarterly basis. The fact that a Program Institution is “well capitalized” does not mean that it will not be subject to failure at a later point in time. Further, in the event a Program Institution fails, its insured deposits will either be assumed by another insured depository institution, or by the appropriate regulator for the failed institution (either the FDIC or the NCUA), in its capacity as receiver. In either case, as with all other depositors, it may take a period of time for ADM to substantiate its claim to and withdraw any funds previously on deposit at the failed financial institution.

From time to time, there may be instances arising from processing cutoffs and other operational deadlines where deposits placed in the AMMA or the American Term Deposit Account may exceed the Deposit Insurance coverage limits. In such instances, to the extent commercially reasonable, ADM will take all steps necessary to secure the full deposit (or any portion in excess of the Deposit Insurance coverage limit) in any Deposit Accounts by: (i) entering into a repurchase agreement on Client’s behalf with the particular Program Institution(s), pursuant to which the deposited funds will be exchanged at certain agreed upon times for securities (or a secured interest therein) owned by the Program Institution(s) and then re-exchanged at a specified future date and price, or (ii) obtaining a perfected first lien security interest in eligible Program Institution Collateral with a value no less than 100% of the balance of your funds in the Deposit Accounts. “Collateral” shall be any obligation authorized by law to be pledged by a financial institution to secure deposits. At Client’s written request, ADM will provide evidence of such repurchase or security agreement, as applicable.

In addition to securing deposits with the Collateral described above, ADM may deploy funds at one or more Program Institutions where a surety bond or similar private insurance is in place for the benefit of ADM's clients securing any deposit balances in excess of the Deposit Insurance coverage limits. At the reasonable request of Client, ADM shall provide Client evidence that such surety bond or similar private insurance is place.

10. Program Institutions. Each Program Institution is a separately insured depository institution. ADM may include additional Program Institutions, delete Program Institutions, and determine the order of Program Institutions, at its discretion. ADM may deposit cash balances with any of the Program Institutions, in any order that ADM determines is appropriate.

The Deposit Accounts established by ADM, as agent on your behalf, constitute a direct obligation of the Program Institution(s) and are not directly or indirectly an obligation of ADM or the Custodian, to the extent such accounts are not held by the Custodian. In the event a Program Institution rejects additional deposits, withdraws from the Program, or is terminated, you hereby authorize and direct ADM, as your agent, to move your affected accounts to another Program Institution. In the event ADM is unable to make such an alternate arrangement, ADM will transfer your balance to your account at your primary financial institution and notify you of such action.

Under federal regulations, Program Institutions may reserve the right to require seven (7) days’ notice before permitting a transfer of funds out of certain deposit accounts. While none of the Program Institutions have indicated their intention to implement such a policy, any Program Institution may, at any time, choose to do so.

You can obtain publicly available financial information concerning any of the Program Institutions that are FDIC- insured banks at www.fdic.gov or by contacting the FDIC Public Information Center by mail at 3501 North Fairfax Drive, Arlington, Virginia 22226 or by phone at 877-275-3342. You can obtain publicly available financial information concerning any of the Program Institutions that are NCUA-insured credit unions at www.ncua.gov or by contacting the NCUA by mail at 1775 Duke Street, Alexandria, Virginia 22314 or by phone at 800-755-1030.

Neither ADM nor its Custodian is responsible for any insured or uninsured portion of any deposits at any Program Institution or guarantees the financial condition of any Program Institution or the accuracy of any publicly available financial information concerning a Program Institution.

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Ability to Exclude Program Institutions: You may exclude any Program Institution from serving as a depository for your funds in the Deposit Accounts by notifying ADM in writing. You are responsible for notifying ADM of any updates or changes to such exclusions, from time to time, and ADM shall have a reasonable period of time to act on such changes. The exclusion of certain Program Institutions may adversely affect earnings on your Deposit Accounts.

11. Interest. The interest rate you earn on your deposits in the AMMA Accounts may fluctuate daily based on market conditions. ADM will inform you of the net earnings and delivered rate on your funds on your periodic account statement. ADM may, at any time, in its discretion, change the interest rate structure used for payment of interest, so long as ADM continues to act in reasonable accordance with your stated objectives. Interest will accrue daily and will be posted to your account on a monthly basis (or quarterly, where applicable) based on a 30/365 day convention, except during the month of February in which interest will be determined using an actual/365 day convention.

Interest will accrue on Deposit Account balances from the day they are deposited with the Program Institution(s) through the business day preceding the date of withdrawal from the Program Institution(s) based on a Program Institution’s funds availability. Deposits to Program received after 2:00 pm Central Time will be credited to the Deposit Account the same day received however the Deposit will begin accruing interest the next business day. Deposits received by check to the Deposit Account may be subject to check holds based on a Program Institution’s funds availability. Due to timing of when funds are received into the Deposit Account and the transfer of the funds into Program Institutions, Deposits received during the last three business days of the month may not receive the same interest rate applied to other funds in the Deposit Account. If ADM provides a Client an account statement outside of the Client’s normal statement cycle for the convenience of the Client’s reconcilement or bookkeeping purposes (“Snapshot Statement”), the interest rate and interest amount indicated on the Snapshot Statement is provisional only subject to the final interest rate and interest amount listed on Client’s monthly account statement.

The daily balance method is used to calculate interest on the Deposit Accounts. The rate you earn on the Deposit Accounts may be higher or lower than the rates available to depositors making deposits with Program Institutions directly, through other types of accounts offered by ADM, or in comparable accounts with other depository institutions. You should compare the terms, rates of return, required minimum amounts, charges and other features of Deposit Accounts with other accounts and investment alternatives. In the event you withdraw the entire balance of your account or close your account before the end of the statement cycle, you forfeit all interest earned through the date of withdrawal. There is no minimum period that your money must remain on deposit. The minimum average monthly balance required to earn interest in your AMMA is $25,000.00.

With regard to interest earned on any CD Accounts, interest may be transferred to your AMMA at maturity. CD’s are subject to underlying Program Institution’s terms and conditions.

12. Account Statements. You will receive a monthly account statement. All activity with respect to your accounts under the Program, will appear on your monthly account statement. You will not receive a separate statement from the Program Institutions or the Custodian. You must notify ADM immediately of any discrepancies noted on your account statement and in no event later than five (5) days after the date of the account statement on which the problem or error first occurred. You will receive your monthly account statement from ADM via our secure client portal, accessible through our website at www.americandeposits.com. You will be required to use your online access ID and password in order for you to view, print or save e-statement account information. By signing this Agreement, you specifically consent to electronic delivery of your periodic account statements and any other disclosures relating to your account(s), either by forwarding such statements and disclosures or by providing a notification of availability and links to such statements or disclosures, to the e-mail address you have provided to ADM. You are responsible for notifying ADM of changes in the e-mail address to be used for such purposes.

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13. Tax Reporting. The interest you receive from the Deposit Accounts is generally subject to state and federal income tax. An Internal Revenue Service Form 1099, a Tax Information Summary, will be sent to you each year showing the amount of interest income you have earned on the Deposit Accounts. ADM does not and will not offer tax advice and nothing herein, or otherwise conveyed by or between you and ADM, is intended to constitute tax advice or be used for tax planning purposes. You should consult a tax professional regarding the tax implications of any interest earned under the Program.

14. Compensation to ADM. ADM receives compensation of between 3.00% and 13.00% of the gross interest earned on all balances managed through the Program, including your funds, for managing the Program (the “Program Management Fee”). This is intended to compensate ADM for the provision of certain administrative, accounting, recordkeeping, compliance and other services in connection with the administration and maintenance of the Program. In addition, in certain circumstances, ADM will also receive compensation for providing advisory services in an amount between 0.00% and 3.00% on the balances held in the Program (“Deposit Advisory Fee”). It is important to note, that the charges listed in this paragraph will not reduce the principal balance of your account. In order to meet market conditions, ADM may choose to reduce or eliminate the foregoing charges for a particular statement cycle in order to provide a competitive rate of return.

Additional fees may apply by selecting extended deposit insurance, or other ancillary products. Such fees are disclosed at the time of account opening. Additional non-recurring transaction charges may apply to your AMMA account for expedited services or special requests. Please refer to ADM’s current fee schedule for additional information.

Client agrees to pay the fee(s) provided for herein to ADM for its services, and further agrees that ADM may setoff such amounts due from any funds held in Deposit Accounts in the event of nonpayment by Client. ADM agrees not to charge Client for any fees or charges related to processing costs, servicing costs or other fees customary with the Deposit Accounts held at underlying Program Institutions. Notwithstanding the foregoing, Client shall be responsible for any and all penalties, fines or fees assessed in connection with an early withdrawal from, or an early closure of, a CD Account.

15. Disclosures. YOU AGREE THAT IF YOU HAVE ANY QUESTIONS ABOUT ANY OF THE PROVISIONS OF THIS AGREEMENT, YOU WILL CALL ADM AT 414-961-6600. YOU ACKNOWLEDGE THAT YOU HAVE RECEIVED AND CAREFULLY READ THIS AGREEMENT BEFORE OPENING AN ACCOUNT WITH ADM.

16. Relationship with ADM. For the limited purpose of the Program, ADM is acting as your agent in administering the Program, including establishing and maintaining the Deposit Accounts, and managing deposits to and withdrawals from the Deposit Accounts. Your execution of this Agreement or your first deposit into the Deposit Accounts, whichever is earlier, will constitute your appointment of ADM as your agent in connection with the deposited funds. ADM determines the Program Institution(s) to deploy your funds to maximize the available Deposit Insurance. ADM and its Custodian(s) have established controls over the administration of your money.

17. Deposit Insurance. The FDIC and the NCUA protect you against the loss of your insured deposits in the event a Program Institution fails. Generally, deposits in Program Institutions are insured up to a maximum amount of $250,000 per tax ID per Program Institution. The $250,000 limit includes the principal and accrued interest in the Deposit Accounts, when aggregated with all other deposits held by you directly, or through others, in the same recognized legal capacity at the same Program Institution.

In the event that Deposit Insurance payments become necessary, payments of principal plus unpaid and accrued interest will be made to you. There is no specific time period during which the FDIC or NCUA must make insurance payments available. Furthermore, you may be required to provide certain documentation to the FDIC or NCUA before insurance payments are made.

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If your deposits at a Program Institution consist of certain assets or ownership types, the deposits may qualify for additional “pass-through” insurance from the FDIC. The rules that govern these categories of account ownership are very detailed and very complex, and there are many nuances and exceptions. Current detailed information about FDIC coverage may be obtained by visiting the FDIC at https://www.fdic.gov. Current detailed information about NCUA share insurance coverage may be obtained by visiting http://www.mycreditunion.gov.

18. Additional Duties of ADM.

(a) ADM shall not be obligated to exercise any greater degree of care with respect to Client funds held hereunder than it gives its own similar property, and shall not be required to manage, deposit or invest any funds held hereunder except as contemplated in this Agreement.

(b) With the exception of ADM’s willful misconduct, in no event shall ADM be liable for loss of goodwill, or for special, indirect, incidental, consequential, punitive, exemplary, or tort damages arising out of or relating to this Agreement, regardless of whether such claim arises in tort, contract, or otherwise. ADM's aggregate liability to Client and any third party for any and all claims or obligations relating to this Agreement shall be limited to the total compensation received by ADM from Client for the deposit resulting in such liability in the six (6) month period preceding the date the claim accrued. Client shall indemnify and hold harmless ADM from and against any and all losses, liabilities, claims, actions, damages and expenses, including reasonable attorneys' fees and disbursements, arising out of or in connection with this Agreement, the holding of any Client funds and the operation of any Deposit Accounts. Without limiting the foregoing, ADM shall in no event be liable in connection with its deployment, management, administration or direction regarding any funds held by it hereunder in good faith, in accordance with the terms hereof, including any liability for any delays (not resulting from its willful misconduct) in the management or direction of the placement of such funds.

(c) ADM shall be entitled to rely upon any order, judgment, certification, demand, notice, instrument or other writing delivered to it hereunder by or on behalf of a government agency or court of law or equity without being required to determine the authenticity or the correctness of any fact stated therein or the propriety or validity of the service thereof. ADM may act in reliance upon any instrument or signature, received from Client or a representative of Client, believed by it to be genuine and may assume that the person purporting to give receipt or advice or make any statement or execute any document in connection with the provisions hereof has been duly authorized to do so. ADM may conclusively presume that the undersigned representative of Client has full power and authority to instruct ADM on behalf of Client unless written notice to the contrary is delivered to ADM.

(d) ADM makes no representation as to the validity, value, genuineness or the collectability of any security or other document or instrument held by or delivered to it.

(e) Client authorizes and appoints ADM as Client’s agent for purposes of, among other things, maintaining Client’s records in connection with the Deposit Accounts in which Client’s funds are managed by ADM.

19. Limited Responsibility. This Agreement expressly sets forth all the duties of ADM with respect to any and all matters pertinent hereto. No implied duties or obligations shall be read into this Agreement against ADM. ADM shall not be bound by the provisions of any agreement among any other party hereto except this Agreement.

20. Other Terms.

(a) Limits on Money Market Accounts: Federal financial institution regulations limit the number of withdrawals from certain deposit accounts, such as money market accounts, to a total of six (6) during a monthly statement cycle and certain aggregation rules may apply to withdrawals from such accounts at the

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Program Institutions. These limits on transfers do not affect the interest rate you earn or the amount of Deposit Insurance for which your accounts under the Program are eligible.

(b) Termination; Closing of Account: ADM may, at its sole discretion, and without any prior notice, terminate your participation in the Program. You may close your account with ADM at any time. Notwithstanding the foregoing, you acknowledge that the closure of a CD Account prior to maturity may trigger the assessment of an early withdrawal penalty or fee, and you agree to be wholly responsible for payment of said penalty or fee. You further acknowledge that ADM has no duty to provide you with prior notification that the closure of a CD Account may result in the assessment of an early withdrawal penalty or fee.

(c) Ordinary Care: Any failure by ADM, and, except as limited by law, the Custodian, or any Program Institution to act or any delay by such party beyond time limits prescribed by law or permitted by this Agreement is excused if caused by your negligence, interruption of communication facilities, suspension of payments by another financial institution, war, emergency conditions, pandemic or other circumstances beyond the control of such party, provided such party exercised such diligence as such circumstances would normally require. You agree that any act or omission made by ADM, the Custodian, or any Program Institution in reliance upon or in accordance with any provision of the Uniform Commercial Code as adopted in Wisconsin, or any rule or regulation of any state or federal agency having jurisdiction over such party shall constitute ordinary care.

(d) Personal Information: You authorize ADM, a Custodian, the Program Institutions, and their service providers to share information concerning you and your accounts in connection with providing the services contemplated by this Agreement, and may disclose information about the Deposit Accounts to any affiliate of ADM and in accordance with applicable laws. You agree that ADM, the Custodian, the Program Institutions, and their service providers may obtain such information as may be necessary for legitimate business needs in connection with the operation of the Program.

(e) Modification; Amendment: ADM may modify this Agreement at any time. When there is any change to the information disclosed in this Agreement, to the extent legally required, you will receive at least thirty (30) days written notification in advance of such change.

(f) Tax Withholding: ADM may be required to withhold U.S. federal income tax at the prevailing rate on all taxable distributions payable to certain depositors who fail to provide their correct taxpayer identification number or to make required certifications, or who have been notified by the Internal Revenue Service that they are subject to backup withholding.

(g) Legal Process: ADM, the Custodian, and the Program Institutions may comply with any writ of attachment, execution, garnishment, tax levy, restraining order, subpoena, warrant or other legal process, which such party reasonably and in good faith believes to be valid. ADM may, but is not required to, notify you of such process by telephone, electronically or in writing. If ADM is not fully reimbursed for its record research, photocopying and handling costs by the party that served the process, ADM may charge such costs to your client account or Deposit Accounts, in addition to its minimum legal process fee. You agree to indemnify, defend and hold ADM, the Custodian and the Program Institutions harmless from all actions, claims, liabilities, losses, costs, attorney’s fees, and damages associated with their compliance with any process that such party believes reasonably and in good faith to be valid.

(h) Assignment: Neither this Agreement nor your relationship with ADM may be assigned or transferred by you to any other person or entity, except for (i) a transfer by change in ownership of your account, or (ii) a transfer that occurs due to death, incompetence, marriage, divorce, attachment or otherwise by operation of law, in which case such transfer shall not be binding on ADM or the Program Institution unless and until sufficient, acceptable documentation has been received by such entities. ADM may assign and transfer its rights and obligations hereunder, including, without limitation, to one or more of its affiliates or subsidiaries or to any person that acquires all or substantially all of the assets of ADM, without prior notice to you and without obtaining your consent.

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21. Jurisdiction and Service of Process. Any action or proceeding seeking to enforce any provision of, or based on any right arising out of, this Agreement shall be brought against any of the parties in the courts of the State of Wisconsin, County of Waukesha or, if it has or can acquire jurisdiction, in the United States District Court serving the County of Waukesha , and each of the parties consents to the jurisdiction of such courts (and of the appropriate appellate courts) in any such action or proceeding and waives any objection to venue laid therein.

22. Severability. The parties agree that if any provision of this Agreement shall under any circumstances be deemed invalid or inoperative, this Agreement shall be construed with the invalid or inoperative provisions deleted and the rights and obligations of the parties shall be construed and enforced accordingly.

23. Counterparts and Electronic Signature. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute but one and the same instrument. By signing this Agreement electronically, Client agrees that the electronic signature provided is the legal equivalent of a manual signature on this Agreement. If Client selects electronic signature, Client consents to be legally bound by this Agreement. Client further agrees that the use of a key pad, mouse or other device to select an item, button, icon or similar act/action, or to otherwise provide ADM or in accessing or making any transaction regarding this Agreement, acknowledgement, consent terms, disclosures or conditions constitutes a valid signature, acceptance and agreement as if actually signed by Client in writing.

24. Governing Law. The internal laws of the State of Wisconsin shall govern the validity, construction, enforcement and effect of this Agreement.

25. Waiver. The rights and remedies of the parties to this Agreement are cumulative and not alternative. Neither the failure nor any delay by any party in exercising any right, power, or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power, or privilege, and no single or partial exercise of any such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege. To the maximum extent permitted by applicable law: (a) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other party; (b) no waiver that may be given by a party will be applicable except in the specific instance for which it is given; and (c) no notice to or demand on one party will be deemed to be a waiver of any obligation of such party or of the right of the party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

26. Termination. This Agreement may be terminated immediately by either party without prior notice.

27. Notice.
You may contact ADM in writing or by telephone at:

American Deposit Management Corporate Office W220 N3451 Springdale Rd
Pewaukee WI 53072
414-961-6600 clientservices@americandeposits.com

IN WITNESS WHEREOF, the parties hereto have caused this Master Services Agreement to be executed by their respective officers on the day and year first written above.

AMERICAN DEPOSIT MANAGEMENT, LLC

By: Kelly A. Brown, Chief Executive Officer

ADM CONSULTING, LLC

By: Kelly A. Brown, Chief Executive Officer

__________________________________________

Exhibit A

WAIVER OF DEPOSIT INSURANCE ACKNOWLEDGEMENT

This Waiver of Deposit Insurance Acknowledgement is provided by Client in connection the Master Services Agreement (the “Agreement”) entered into by American Deposit Management, LLC and its wholly owned subsidiary ADM Consulting, LLC (collectively, “ADM”) and the Client. Terms not defined herein have the meaning ascribed to them in the Agreement.

By signing below, Client hereby elects to waive extended deposit insurance. As such, Client funds deposited with a Program Institution in an amount in excess of the applicable limit for FDIC or NCUA insurance coverage, are not guaranteed by the FDIC or NCUA, or through the pledge of identified and agreed upon collateral, or the issuance of a surety bond, or by any government agency. As a result, in the event of a financial failure of any such Program Institution, Client funds on deposit in a depository account with such Program Institution will be uninsured.

DAILY WITHDRAWAL ADDENDUM

This Daily Withdrawal Addendum is agreed to by the undersigned in connection with the Master Services Agreement (the “Agreement”) entered into by American Deposit Management, LLC and its wholly owned subsidiary ADM Consulting, LLC (collectively, “ADM”) and the Client. Terms not defined herein have the meaning ascribed to them in the Agreement.

The following replaces and supersedes the section titled "Withdrawal" in the Agreement:

Withdrawals

By enrolling in the Program, you consent to have your money on deposit at the Program Institutions automatically withdrawn from the Program Institution accounts in the event you notify ADM of a request for withdrawal. ADM reserves the right to take reasonable measures to verify a withdrawal request (but is not under any duty to do so), and ADM will not be held liable for any delays caused by such verification measures.

You may make a request for withdrawal at any time, in any amount of available funds, from your Deposit Accounts. You acknowledge that CD Accounts are time deposits and, therefore, certain withdrawals from CD Accounts may result in the assessment of early withdrawal penalties or fees. You agree that you shall be wholly responsible for the payment of such penalties or fees.

Withdrawals must be requested from ADM and cannot be made directly from the Custodian or any of the Program Institutions in which funds are held. ADM will process, or cause to be processed, withdrawal requests on any business day, Monday through Friday (“Business Days”) for settlement to your designated account on the next business day. Requests for amounts of $3,000,000 or less received by ADM on or before 12:00 P.M. Central Time on a Business Day will settle to your designated account on the next Business Day specified by you in the withdrawal request. Withdrawal requests for amounts of $3,000,000 or less received by ADM after 12:00 P.M. Central Time on a Business Day will be settled to your designated account within 2 Business Days. Requests for amounts greater than $3,000,000 are considered special handling and require extra processing time; therefore, ADM will work with you on a mutually acceptable settlement date. Notwithstanding anything herein to the contrary, ADM is unable to process withdrawal requests or settle such requests to your designated account on holidays recognized by the Federal Reserve Board. If a withdrawal request is made or a withdrawal is scheduled to settle on a holiday recognized by the Federal Reserve Board, the transaction will be processed/settled as follows: (i) in the case of a withdrawal request, such request will be processed on the next available Business Day, and will be settled to your designated account in accordance with the settlement timelines set forth above, based on the non- holiday Business Day; or (ii) in the case of settling a withdrawal, the funds will be scheduled to settle to your account on the next Business Day following the holiday.

Your accounts at the Program Institutions do not include check writing privileges, ATM transactions, or debit card transactions. Withdrawals can be made by telephone or electronically using any procedures required by ADM. We reserve the right to verify any withdrawal request at any time.

All funds movements (whether involving deposits, transfers or withdrawals) will be subject to time-of-day and local business day limitations, including limitations imposed by time-zone differences. ADM will not be held liable for any delay, failure or error by any Program Institution in making payment on any withdrawal.

45251741v2 13

IN WITNESS WHEREOF, the parties hereto have caused this Addendum to be executed by their respective officers on this [date entered on survey].

AMERICAN DEPOSIT MANAGEMENT, LL

(Entity Name) By: [entered on survey]

Kelly A. Brown, Chief Executive Officer

ADM CONSULTING, LLC

By: Kelly A. Brown, Chief Executive Officer

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