Adversary Complaint — PCT Litigation Trust v. East Goodnews Limited, No. 25-52011 (Bankr. D. Del.)

Date: 2025-08-13

Summary

An adversary complaint, Doc 1 in Case 25-52011-JKS, filed August 13, 2025 by the PCT Litigation Trust against East Goodnews Limited in the U.S. Bankruptcy Court for the District of Delaware, within In re Prime Core Technologies Inc., et al., Case No. 23-11161 (JKS). The complaint seeks to avoid and recover transfers under 11 U.S.C. §§ 547 and 550 and to disallow claims under 11 U.S.C. § 502. It alleges that between May 16, 2023 and the August 14, 2023 petition date, Prime transferred $1,316,624.00 and 50,600 USDT to the defendant. The trust asserts that the parties had a debtor-creditor relationship, that customer fiat and crypto were commingled and cannot be traced, and that Prime's ETH replacement purchases left a shortfall of nearly $82 million. The 194-page filing ends with the clerk's notice of dispute resolution alternatives.

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:

Chapter 11

Prime Core Technologies Inc., et al.,1

Case No. 23-11161 (JKS)
Debtor.

(Jointly Administered)

PCT Litigation Trust,
Plaintiff,
vs.

Adv. No. Refer to Summons

East Goodnews Limited,
Defendant.
COMPLAINT TO AVOID AND RECOVER TRANSFERS PURSUANT TO 11 U.S.C. §§
547 AND 550 AND TO DISALLOW CLAIMS PURSUANT TO 11 U.S.C. § 502
The PCT Litigation Trust (“PCT” or “Plaintiff”), by and through its undersigned counsel,
files this complaint (the “Complaint”) to avoid and recover transfers against Defendant East
Goodnews Limited (the “Defendant” or “East Goodnews” and, collectively with Plaintiff, the
“Parties”), pursuant to Sections 547 and 550 of Title 11 of the United States Code, 11 U.S.C. §§
101 et seq. (the “Bankruptcy Code”), seeking to avoid and recover preferential transfers of property
made by the Debtors to or for the benefit of the Defendant, plus interest, attorneys’ fees, and costs.
To the extent that Defendant filed a proof of claim or has a claim listed by the Debtors on their
schedules as undisputed, liquidated, and not contingent, or has otherwise requested payment from
the Debtors or their estate (collectively, the “Claims”), Plaintiff seeks to disallow such Claims

The Debtors in the Chapter 11 Cases, along with the last four digits of each debtor’s federal tax identification
number, are: Prime Core Technologies Inc. (5317); Prime Trust, LLC (6823); Prime IRA LLC (8436); and Prime
Digital, LLC (4528) (collectively, the “Debtors” or “Prime”). The Debtors’ service address is 10845 Griffith Peak
Dr., #03-153, Las Vegas, Nevada 89135.

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pursuant to section 502(d) of the Bankruptcy Code.2 In support of this Complaint, Plaintiff alleges
the following:
INTRODUCTION
1.

Prime was once one of the most prominent crypto companies in the United States.

Thousands of other crypto companies used Prime primarily to gain access to the U.S. banking
system by converting crypto to fiat. The Nevada Financial Institutions Division (“Nevada FID”)
shut down Prime on June 21, 2023, and Prime filed for bankruptcy shortly thereafter in August
2023. Most of Prime’s customers suffered losses and have yet to receive any of the crypto or fiat
owed to them. But, in a series of transactions between May 16, 2023 and Prime’s bankruptcy filing
on August 14, 2023 (the “Petition Date”), Prime transferred $1,316,624.00 and 50,600 USDT to
Defendant (the “Transfers”).3 Accordingly, all of the Transfers are preference payments which
are subject to avoidance.
2.

Plaintiff brings this adversary proceeding (the “Adversary Proceeding”) pursuant

to sections 547 and 550 of the Bankruptcy Code to avoid and recover all transfers of property and
all obligations of Prime to or for the benefit of Defendant, made in the 90-day period prior to the
filing of the Debtors’ Chapter 11 Cases (the “Preference Period”).4 These transfers constitute
preferential transfers and are avoidable under Section 547 of the Bankruptcy Code. Pursuant to
Section 502(d) of the Bankruptcy Code, Plaintiff also seeks to disallow any claims filed or held by
Defendants in these Chapter 11 Cases unless and until the Defendant has relinquished to Plaintiff
all property owed to it.

Nothing herein shall constitute a waiver of Plaintiff’s right to object to any of such Claims for any reason,
including but not limited to, 11 U.S.C. § 502(a) through (j), and such rights are expressly reserved.

The Prime entity which made the Transfers was Prime Trust, LLC.

The Preference Period includes May 16, 2023 through August 14, 2023.

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Defendant is a crypto mining company operating in the blockchain industry.

To effectuate these services, East Goodnews engaged Prime for payment rails,

liquidity, settlement, and compliance services including to serve as an “on-and-off ramp” and
“payment rail”. Specifically, East Goodnews transferred fiat and crypto to Prime (the “on ramp”).
Prime then held and controlled the assets until either: (i) East Goodnews instructed Prime to
transfer fiat, or convert crypto to fiat for transfer, to others on behalf of and pursuant to East
Goodnews’s directions for a fee (the “payment rail”); or (ii) East Goodnews withdrew the value
of certain fiat and crypto that it previously had transferred to Prime (the “off ramp”).
5.

The agreements that governed Prime and East Goodnews’ relationship during the

Preference Period were the (i) Prime Trust Order Form, effective May 31, 2022 (the “Order
Form”);5 (ii) Prime Trust Master Services Agreement, revision date August 30, 2022 (the
“MSA”);6 and (iii) Services Schedule for Prime Trust Custodial Services, revision date May 13,
2022 (the “Custodial Agreement” and, together with the MSA and Custodial Agreement, the
“Agreements”).7
6.

Although Prime was a Nevada state-chartered trust company, East Goodnews never

sought or received any trust or fiduciary services from Prime. To the contrary, East Goodnews
engaged Prime to provide API, payment rail, liquidity, and custodial services.
7.

The MSA explicitly states that it “does not create a . . . fiduciary or employment

relationship between the parties.” Ex. B, MSA, § 14.1 (emphasis added).
8.

The Custodial Agreement provides that Prime was entitled to “pledge, repledge,

hypothecate, rehypothecate, sell, or otherwise transfer or use any amount of such [assets]. . .with
5

A copy of the Order Form is attached as Exhibit A.

A copy of the MSA is attached as Exhibit B.

A copy of the Custodial Agreement is attached as Exhibit C.

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all attendant rights of ownership and without any obligation to maintain in its possession or
control a like amount of cash or Fiat Currency[.]” Ex. C, Custodial Agreement, §2.7(b)
(emphasis added).
9.

The Agreements establish that the Parties always maintained a strictly debtor-

creditor relationship and that no fiduciary relationship existed between the Parties.
10.

The fiat that East Goodnews transferred to Prime was held in commingled

“omnibus” bank accounts in Prime’s name. These omnibus bank accounts commingled the fiat
East Goodnews transferred to Prime with fiat from Prime’s many other customers and Prime’s
own fiat generated from its business operations.
11.

The crypto that East Goodnews transferred to Prime was held in commingled

“omnibus” digital wallets (the “Omnibus Digital Wallets”), which also held crypto transferred to
Prime by other customers and Prime’s own crypto.
12.

Prime attempted to keep track of commingled fiat and crypto transferred by East

Goodnews (and other customers) with an internal, omnibus ledger (the “Internal Ledger”). But the
Internal Ledger was errantly and later intentionally corrupted by Prime.
13.

Current and former Prime employees have admitted under oath that the Internal

Ledger includes false information and falsified entries. Accordingly, the Internal Ledger cannot
be relied on to identify or trace the fiat and crypto that East Goodnews transferred to Prime.
14.

The third-party expert retained by Plaintiff in this matter, James P. Brennan, also

has confirmed that it is impossible to identify, trace, or otherwise distinguish the fiat and crypto
that East Goodnews transferred to Prime from fiat and crypto provided by Prime’s other customers
or from Prime’s own fiat and crypto. See Declaration of James P. Brennan (the “Brennan Decl.”).8

A copy of the Brennan Decl. is attached as Exhibit D.

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Bank account statements and block chain data reflect that the fiat and crypto

transferred from Prime to East Goodnews during the Preference Period was not the original fiat
and crypto that East Goodnews had transferred to Prime. See id. at ¶¶ 124-125, 128. Rather, these
transfers consisted of fiat from the commingled, omnibus bank accounts in Prime’s name and
crypto from the commingled, Omnibus Digital Wallets.
16.

Moreover, in December 2021, Prime discovered it was unable to access a digital

wallet (the “98f Wallet”)9 holding more than 11,000 ETH that had been transferred by one of
Prime’s customers. Prime made this discovery when that customer sought to redeem ETH it had
transferred to the 98f Wallet. See id. at ¶¶ 103.
17.

Because Prime did not possess sufficient ETH without access to the 98f Wallet to

fulfill its customers’ transfer requests, Prime went to the market to purchase ETH to cover the
transfer requests. To fund those market purchases, Prime used fiat from its omnibus bank accounts.
See id. at ¶¶ 105-109.
18.

Prime executives admitted under oath that Prime intentionally falsified its internal

records to hide the truth about its replacement ETH purchases. To hide the fact that Prime was
using fiat transferred to it by customers to pay for its replacement ETH purchases, Prime created
fake wire transfer entries on the Internal Ledger to make it appear that Prime received fiat wire
transfers from one of the liquidity providers (“Liquidity Provider”) who sold Prime the
replacement ETH. In fact, no such fiat wire transfer deposits ever occurred:

When it says funds transfer. . . and it says “wire, wire, wire.” Do you see
that?

Yes.

The 98f Wallet is referred to herein as such because it is a multi-sig wallet that has a digital address ending in
the characters “98f”.

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There were no wire transfers; right?

Yes.

Just to be clear. Yes, there were not any wire transfers in connection with
these [Liquidity Provider] purchases; right?

Yes, there were no wire transfers.

Deposition of

, In re Prime Core Technologies, No. 23-11161 (Bankr. D. Del.

Mar. 29, 2024) (the “
19.

Dep.”), 164:22–165:10 (emphasis added).

Prime’s use of its fiat transferred by other customers to purchase replacement ETH

left it with a nearly $82 million shortfall in the omnibus bank accounts that contained commingled
fiat from East Goodnews and other Prime customers.
20.

Prime’s falsified wire transfer entries to cover its replacement ETH purchases,

coupled with Prime’s failure to properly reconcile and record other transactions on its Internal
Ledger, have resulted in Prime being unable to trace any specific deposits, withdrawals, or
transfers that were made by any particular customer, including East Goodnews. See Ex. D,
Brennan Decl., ¶¶ 39-40, 52, 56, 84, 86, 101, 120, 125, 128.
21.

Prime’s Transfers to East Goodnews during the Preference Period exacerbated

Prime’s already precarious financial position, accelerating the downward financial spiral that
culminated in Prime’s Chapter 11 filing on the Petition Date.
22.

Because the Parties’ relationship was strictly a debtor-creditor relationship, the

Transfers to East Goodnews during the Preference Period must be returned to the Debtors’ estate
pursuant to Sections 547 and 550 of the Bankruptcy Code, plus interest, attorneys’ fees, and costs.
23.

During the course of this Adversary Proceeding, Plaintiff may learn (through

formal discovery or otherwise) of additional transfers made to or obligations incurred by, East
Goodnews that are avoidable and/or recoverable under the Bankruptcy Code. Plaintiff intends to
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avoid and/or recover all such transfers and obligations made to or for the benefit of East Goodnews
and, accordingly, reserves the right to amend this Complaint.
PARTIES
24.

Plaintiff PCT Litigation Trust was created pursuant to the Amended Joint Chapter

11 Plan of Reorganization for Prime Core Technologies Inc. and its Affiliated Debtors [Docket
No. 592-1] (as amended, supplemented, or otherwise modified, the “Plan”), which the United
States Bankruptcy Court for the District of Delaware (the “Court”) confirmed on December 21,
2023 in its Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure
Statement on a Final Basis and (II) Confirming the Amended Chapter 11 Plan of Reorganization
of Prime Core Technologies Inc. and its Affiliated Debtors Pursuant to Chapter 11 of the
Bankruptcy Code [Docket No. 644]. The Plan was consummated on January 5, 2024 (the
“Effective Date”).10
25.

On the Effective Date, the PCT Litigation Trust was established, and the Debtors’

Vested Causes of Action (as defined in the Plan) were transferred and assigned to the PCT
Litigation Trust. See Plan, § 6.21. The PCT Litigation Trust is being administered by the PCT
Litigation Trustee (as defined in the Plan), David Dunn. See id. at § 1.118.
26.

Defendant East Goodnews is a corporation organized under the laws of Texas. East

Goodnews maintains a registered address in Austin, Texas.
JURISDICTION AND VENUE
27.

The Court has subject matter jurisdiction over this Adversary Proceeding pursuant

to 28 U.S.C. §§ 157 and 1334(b) because it arises under the Bankruptcy Code and arises in and
relates to cases pending under the Bankruptcy Code. Pursuant to the Plan, this Court “retain[ed]

See Docket No. 694.

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jurisdiction over all matters arising out of, and related to, the Chapter 11 Cases and the Plan to the
fullest extent permitted by law, including . . . to determine any . . . adversary proceeding . . . or
other litigated matter pending on or commenced after the Confirmation Date, including any such .
. . adversary proceeding . . . or other litigated matter brought by the Wind-Down Debtor.” See
Plan, § 12(c). This Court also retained jurisdiction over all matters “to recover all assets of the
Debtors and property of the Debtors’ Estates, wherever located” and “to hear and determine all
matters pursued by the PCT Litigation Trust.” Id., §§ 12(s), (u). As such, this Court retained
jurisdiction to preside over this Adversary Proceeding.
28.

This Adversary Proceeding is a “core” proceeding to be heard and determined by

the Court pursuant to 28 U.S.C. § 157(b)(2). The Court may enter final orders in connection with
the matters contained herein.
29.

In accordance with Rule 7008-1 of the Local Rules of the United States Bankruptcy

Court for the District of Delaware, PCT confirms its consent to the entry of a final order or
judgment by the Court in connection with this Adversary Proceeding to the extent that it is later
determined that the Court, absent consent of the parties to this action, cannot enter a final order or
judgment in connection herewith consistent with Article III of the United States Constitution.
30.

Venue is proper in this district pursuant to 28 U.S.C. §§ 1408 and 1409(a).

31.

This Adversary Proceeding is commenced pursuant to Rule 7001(1) of the Federal

Rules of Bankruptcy Procedure (the “Bankruptcy Rules”) and sections 105, 542, 547, 550 and 551
of the Bankruptcy Code.
BACKGROUND ON CRYPTOCURRENCY
32.

The term “cryptocurrency” refers to an asset issued and/or transferred using

distributed ledger or blockchain technology, including assets sometimes referred to as

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“cryptocurrencies,” “crypto,” “virtual currencies,” “digital assets,” “coins,” or “tokens”.
Cryptocurrencies are digital assets that hold value based primarily on what a purchaser is willing
to pay. BTC and Ethereum (“ETH”) are currently the most popular cryptocurrencies, but there are
thousands of other types of cryptocurrencies, including USDT.
33.

All cryptocurrencies exist on a “blockchain.” A blockchain is a string of code,

which is the underlying technology that facilitates the creation of and subsequent transactions in a
particular cryptocurrency. All transactions are recorded on the blockchain and are publicly
available.

When market participants seek to transact in a particular cryptocurrency, those

transactions are submitted to the blockchain and are executed in batches of transactions, called
“blocks.” Those “blocks” are publicly available and reflect all cryptocurrency transactions that
occurred on the blockchain at a particular point in time. The “blocks,” in turn, are linked on the
chain in chronological order — thus, a “block”-“chain.”
34.

There are many different blockchains. The first and most popular blockchain was

the Bitcoin blockchain. Another important blockchain is the Ethereum blockchain, which made it
relatively easy to create new cryptocurrencies that would also reside on the Ethereum blockchain.
Cryptocurrencies created on the Ethereum blockchain are referred to as “ERC-20” tokens.
35.

Users generally hold crypto in digital wallets. On the Ethereum blockchain, crypto,

digital wallets, and smart contracts are all identifiable to the public by unique “public keys.” These
public keys are 40-digit alphanumeric strings. Anyone can use the platform Etherscan to see the
complete public history of transactions associated with any of these public keys, including any
time crypto is traded or any time a smart contract is used.
36.

“Private keys” are essentially individual passwords used to denote ownership in a

particular blockchain digital address.

Like public keys, private keys consist of multi-digit

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alphanumeric strings. However, unlike public keys—which are identifiable to the public and used
to identify a digital wallet—private keys are known only to the owner of the digital wallet and are
used by that owner to access and manage the digital wallet, including any crypto kept in that wallet.
37.

Many digital wallets and private keys are “custodial,” meaning they are possessed

by a third party such as a centralized crypto exchange. In contrast, “self-hosted” digital wallets do
not have third parties who take possession of the wallet and crypto.
38.

Some digital wallets are “multi-sig” digital wallets, meaning that access to the

digital wallet requires multiple digital “signatures.”
39.

A digital wallet owner can choose to store her private key in different ways. For

example, she can write down the private key on a piece of paper or store it on a personal computer
device, although both approaches are inadvisable due to the attendant risks of destruction, loss, or
theft.
40.

A digital wallet owner also can use a physical hardware device to store the private

key required to access the wallet, which is a more secure method. These types of physical hardware
devices are provided by companies such as Trezor:

41.

Generally, a digital wallet owner using a physical hardware device needs to be in

possession of that device to access her private keys and, thereby, access her digital wallet.
However, if the wallet owner loses her physical hardware device and private keys, she may still
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be able to access the crypto stored on her digital wallet by transferring the ability to sign digital
wallet transactions to another physical hardware device. To do this, the wallet owner must know
her digital wallet’s “seed phrase”—usually twelve to twenty-four randomly generated words that,
in effect, serve as a master password to access the private keys necessary to initiate transfers of
crypto kept in the digital wallet. Without knowledge of a digital wallet’s seed phrase, gaining
access to the private keys stored on a lost physical hardware digital wallet is virtually impossible,
and, consequently, any crypto tied to those private keys becomes inaccessible.
42.

Smart contracts are open-sourced code that exist on the blockchain and dictate to

market participants exactly how a particular transaction will be executed. They are “selfexecuting,” meaning that each participant to a smart contract does not have to agree in the future
to make a payment or transfer crypto. Once the “rules” of the smart contract are satisfied, the
smart contract automatically executes the transaction. Most smart contracts are designed so they
can never be changed. One example of the use of a smart contract is a “forwarder” address. If
someone sends crypto to a “forwarder” digital wallet, the underlying smart contract will
automatically reroute the crypto to another predetermined digital wallet.
GENERAL ALLEGATIONS
I.

Prime’s Business Operations
43.

Prior to filing the Chapter 11 Cases, Prime was one of the crypto industry’s largest

market participants.
44.

Founded in 2016, Prime began as a company focused on providing custodial

services for a variety of traditional financial assets.
45.

In the years that followed, as the crypto markets and industry grew substantially,

Prime shifted its focus away from traditional assets and towards the crypto industry.

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Crypto companies in the United States traditionally have had difficulty securing

banking relationships and obtaining state money-transmitter licenses (each, a “MTL”) required to
conduct money transmission.
47.

Prime attempted to solve these problems by offering what is commonly known as

“money-transmission-as-a-service” for crypto companies needing traditional money transmission
to facilitate their crypto business and operations.
48.

Crypto companies were able to gain access to the U.S. banking system through

Prime’s banking relationships, thus avoiding having to expend the time, effort, and financial
resources necessary to obtain their own MTLs.
49.

Crypto companies also were able to conduct money transmission through Prime by

leveraging Prime’s regulatory status as a Nevada state-chartered trust company, which exempted
Prime from acquiring MTLs in many states that required them.
II.

The Agreements Created a Strictly Debtor-Creditor Relationship Between Prime and
Defendant
50.

East Goodnews is a crypto mining company operating in the blockchain industry.

51.

As part of its services, East Goodnews engaged Prime to provide API, payment rail,

liquidity, and custodial services.
52.

East Goodnews did not engage Prime for any fiduciary or trust services.

53.

The Agreements governed the Parties’ relationship during the Preference Period.

54.

At all relevant times, the Agreements were valid and enforceable contracts

governed by Nevada law. See Ex. B, MSA, § 13.1 (“The Agreement is governed by, and will be
interpreted and enforced in accordance with the laws of the State of Nevada without regard to
principles of conflict of laws.”).

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Prime and East Goodnews executed the Order Form on May 31, 2022. See Ex. A,

Order Form.
56.

The Order Form specifically incorporates both the MSA and the Custodial

Agreement by reference. Id. (“This Order Form is governed by the Prime Trust Master Services
Agreement set forth at: https://www.primetrust.com/legal/msa, the Service Schedule(s) and
Attachment(s) that are applicable based on the services provided by Prime Trust under this Order
Form (located at: https://www.primetrust.com/legal/msa-service-schedules), and the attached Fee
Schedule, all of which are incorporated into this Order Form by this reference.”).
57.

The Order Form states that the “[MSA] and any of its incorporated documents,

including the Service Schedule(s). . . shall supersede and replace any prior agreement(s) that may
be in place between [East Goodnews] and Prime Trust with respect to Prime Trust’s services.” Ex.
A, Order Form.
58.

The Agreements explicitly state that they do not create a trust or fiduciary

relationship between Prime and East Goodnews.
59.

The MSA explicitly states: “The Parties are independent contractors.

The

Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or
employment relationship between the parties” and that “nothing in the Agreement, express or
implied is intended to give rise to any third-party beneficiary.” Ex. B, MSA, § 14.1 (emphasis
added).
60.

Prime, pursuant to the Custodial Agreement, also had complete discretion to invest,

rehypothecate, hold and register in its own name, and otherwise transfer or use the assets provided
by East Goodnews to Prime as well as retain the profits derived from the assets that East Goodnews
transferred to Prime.

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For example, the Custodial Agreement permitted Prime to:

[O]therwise use or invest such cash or Fiat Currency at Prime Trust’s own risk.
Without limiting the foregoing, Prime Trust may use such Fiat Currency to
purchase securities or other assets that it may hold and register in its own name or
in the name of its nominee and pledge, repledge, hypothecate, rehypothecate, sell,
or otherwise transfer or use any amount of such securities or other assets with all
attendant rights of ownership and without any obligation to maintain in its
possession or control a like amount of cash or Fiat Currency[.]
Ex. C, Custodial Agreement, § 2.7(b).
62.

The Custodial Agreement also provided that East Goodnews expressly agreed “that

any such earnings, income, or compensation shall be retained by Prime Trust, and no portion of
any such earning, income, or compensation shall be paid to or for customer . . .” Id.
63.

The Agreements established that the Parties, at all relevant times, maintained a

strictly debtor-creditor relationship.
III.

Transfers From Prime to Defendant During the Preference Period Are Avoidable
64.

Section 547 of the Bankruptcy Code authorizes a debtor-in-possession to avoid a

preferential transfer of “an interest of the debtor in property” if five conditions are met.
65.

First, the transfer must be “to or for the benefit of a creditor.”

11 U.S.C. § 547(b)(1).
66.

Second, the transfer must be “for or on account of an antecedent debt owed by the

debtor before such transfer was made.” 11 U.S.C. § 547(b)(2).
67.

Third, the transfer must have been “made while the debtor was insolvent.”

11 U.S.C. § 547(b)(3).
68.

Fourth, the transfer must have been made during the 90-day period immediately

preceding the filing of the bankruptcy petition. See 11 U.S.C. § 547(b)(4).
69.

Finally, the transfer must have enabled the creditor to whom the transfer was made

(or for whose benefit the transfer was made) to receive a greater recovery on account of its claim
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than it would receive in a hypothetical case under chapter 7 of the Bankruptcy Code had such
transfer not been made. See 11 U.S.C. § 547(b)(5)(A)–(C).
70.

In the weeks leading up to Nevada FID’s decision to shut down Prime, rumors about

Prime’s deteriorating financial condition and potential need to file for bankruptcy spread among
certain players in the crypto industry.
71.

During this period of escalating financial distress, East Goodnews had Prime make

transfers to it.
72.

Specifically, Prime transferred $1316624.00 USD from Prime’s BMO x3077

account, and 50,600 USDT from Prime’s Omnibus Digital Wallets, to or for the benefit of East
Goodnews during the Preference Period. See Ex. D, Brennan Decl., at ¶¶ 123-125.
73.

The API log audit data establishes that Defendant, through username Lynn using

the email address lynn201004@126.com, directed each of the Transfers. See id. at ¶ 126.
74.

The Transfers to East Goodnews were transfers of an interest of Prime’s property

to or for the benefit of East Goodnews during the Preference Period.
75.

Prime executed the Transfers during the Preference Period to satisfy the debt Prime

owed to East Goodnews under the Agreements. Specifically, during the Preference Period, Prime
was indebted to East Goodnews for the amount of fiat and crypto Prime had received from East
Goodnews
76.

The Transfers were made while Prime was insolvent. As of the Petition Date, Prime

held approximately $44,171,095.91 worth of assets as compared to $179,346,900.50 in
liabilities.11 If not avoided, the Transfers will enable East Goodnews to receive more than East

See Schedules of Assets and Liabilities for Prime Core Technologies Inc. (Case No. 23-11161) [Docket No.
175]; Schedules of Assets and Liabilities for Prime Trust, LLC (Case No. 23-11162) [Docket No. 176];
Schedules of Assets and Liabilities for Prime IRA LLC (Case No. 23-11164) [Docket No. 177]; Schedules of
Assets and Liabilities for Prime Digital, LLC (Case No. 23-11168) [Docket No. 178].

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Goodnews would have received on account of their claim in a hypothetical liquidation under
chapter 7 had Prime not made the Transfers in satisfaction of Prime’s antecedent debt to East
Goodnews. See Notice of Filing of Revised Liquidation Analysis [Docket No. 497].
77.

Based upon the due diligence evaluation of the reasonably knowable affirmative

defenses to avoidance of the Transfers during the Preference Period performed by PCT and the
third-party expert retained in this matter, PCT has determined that it may avoid many of the
Transfers even after taking into account East Goodnews’s alleged affirmative defenses.12
Accordingly, certain of the Transfers to East Goodnews must be returned. See 11 U.S.C. §§
547(b), 550.
78.

East Goodnews did not provide any subsequent new value to Prime after receiving

certain of the Transfers during the Preference Period. See Ex. D, Brennan Decl., at ¶ 127.
Therefore, East Goodnews’s preference exposure is no less than $1,316,624.00 and 50,600 USDT.
See id.
79.

During the course of this proceeding, PCT may learn (through discovery or

otherwise) of additional transfers made to East Goodnews during the Preference Period. It is
PCT’s intention to avoid and recover all transfers made by Prime of an interest of Prime in property
that was made to or for the benefit of East Goodnews or any other transferee. PCT reserves its
right to amend this original Complaint to include: (i) further information regarding the Transfers;
(ii) additional transfers; (iii) additional defendants; and/or (iv) additional causes of action, if
applicable (collectively, the “Amendments”), that may become known to PCT at any time during
this Adversary Proceeding, through formal discovery or otherwise, and for the Amendments to
relate back to this original Complaint.

It is East Goodnews’ obligation to establish all possible affirmative defenses, including subsequent new value.

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IV.
The Transfers Contained Commingled Fiat and Crypto Which Defendant Cannot
Trace
80.

The Transfers were comprised of commingled fiat and crypto, respectively, that

Prime had not previously segregated into separate bank accounts or digital wallets.
81.

To complete the crypto transfers during the Preference Period, Prime transferred

crypto from Omnibus Digital Wallets that held commingled crypto. See Ex. D, Brennan Decl.,
¶ 125.
82.

To complete the fiat transfers during the Preference Period, Prime transferred fiat

from one of Prime’s omnibus, commingled accounts at BMO Harris Bank, N.A. (“BMO”) ending
in 3077 (“BMO x3077”). See id.
83.

Prime’s extensive commingling of fiat and crypto eliminates any hope of East

Goodnews being able to attribute any transfer of fiat or crypto originally from East Goodnews to
Prime with the Transfers.
84.

On July 18, 2025, the Court entered its Order Granting Plan Administrator’s

Motion for Entry of an Order: (I) Approving the Plan Administrator’s Determination that the
Debtors’ Assets are Property of the Bankruptcy Estates; (II) Approving Distributions of Estate
Property; (III) Establishing Procedures for Setting a Disputed Claims Reserve; and (IV) Granting
Related Relief [Docket No. 1086] (the “Distribution Order”). The Court also entered an opinion
accompanying the Distribution Order [Docket No. 1085] (the “Distribution Opinion”).
85.

In its Distribution Opinion, the Court analyzed whether fiat and crypto held by the

Debtors was property of the Debtors’ estates. See generally Distribution Opinion. Several parties
(the “Objectors”) objected to the Plan Administrator’s request for the Court to rule that the fiat and
crypto held by the Debtors constituted property of the Debtors’ estates. See id. at 1–2.

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In overruling these objections, the Court made several findings pertinent to the

instant matter.
87.

First, the Court held that the agreements “submitted into evidence [by the

Objectors] do not establish a trust relationship exists” between Prime and its customers. See id. at
25; see also id. at 24 (“The Objectors have not established that a trust relationship was formed.”).
88.

The agreements analyzed by the Court in the Distribution Order contain identical

provisions to the Agreements at issue here and discussed above. See id. at 24.
89.

Second, the Court held that “[t]he case ultimately turns on the fact that creditors’

assets cannot be separately identified, segregated, traced or otherwise specifically identified” and
that “[t]he overwhelming evidence establishes that the Debtors hopelessly commingled assets.”
Id. at 23–24. The Court found that both “the fiat held by the Debtors is not traceable” and “the
hopeless commingling would not allow the cryptocurrency to be traced.” Id. at 27, 30.
90.

As set forth below, the fiat and/or crypto Transfers to East Goodnews cannot be

traced to East Goodnews’s fiat and crypto transfers to Prime.
A.

Prime Commingled Fiat in Omnibus Bank Accounts in Prime’s Name

91.

The fiat that East Goodnews and other customers transferred to Prime was not

segregated into separate bank accounts. See Ex. D, Brennan Decl., at ¶¶ 73-87, 122. Instead, the
fiat was held in omnibus bank accounts in Prime’s name containing fiat other customers transferred
to Prime as well as fiat that Prime generated from its own business operations. See id.
92.

The fiat transfers from Prime to East Goodnews during the Preference Period were

transferred from BMO x3077. See id. at ¶ 124; see also Ex. E, Treasury Master Services

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Agreement, dated January 14, 2022, between Prime Trust, LLC and BMO Harris Bank N.A. (the
“BMO Agreement”).13
93.

The BMO Agreement specifically provides that it “is not for the benefit of any

other person and no other person shall have any rights against [Prime] or [BMO Harris]
hereunder.” See Ex. E, BMO Agreement, § 15(e) (emphasis added).
94.

The BMO Agreement does not state that the fiat was held “in trust for” or “for the

benefit of” any party other than Prime. See Ex. E, BMO Agreement.
95.

Indeed, in Prime’s onboarding documents with BMO, Prime designated “Prime

Trust, LLC” as the sole “Legal Entity for Which Beneficial Ownership is Being Provided.” See
Ex. F, Certification Regarding Beneficial Owners of Legal Entity Customers between Prime Trust,
LLC and BMO Harris Bank N.A (the “BMO Certification”).14
96.

Prime regularly transferred fiat between its various bank accounts, further

commingling funds. See Ex. D, Brennan Decl., ¶¶ 73-87.
97.

For example, Prime used BMO x3077 primarily to make wire transfers. See id.

98.

BMO x3077 held commingled funds that it regularly received from other Prime

at ¶ 77.

bank accounts and from Prime customers. See id. at ¶¶ 78-84.
99.

At the end of each day, Prime typically swept any unused funds remaining in

BMO x3077 to another BMO account (“BMO x9934”), because the latter account offered a higher
rate of interest.15 See id. at ¶¶ 80-81.

A copy of the BMO Agreement is attached as Exhibit E.

A copy of the BMO Certification is attached as Exhibit F.

BMO’s terms and conditions provided that “interest-bearing accounts will bear interest at annual rates that we
may establish and change from time to time in our discretion.” See BMO Harris Bank N.A. Commercial
Account Agreement Terms and Conditions, dated July 2021, attached as Exhibit G, § 25. Because Prime

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The vast majority of funds Prime held in BMO x9934 came from transfers from

BMO x3077. See id. at ¶ 81. Because the funds in BMO x3077 were commingled, BMO x9934
also contained commingled funds. See id.
101.

In addition to commingled funds from BMO x3077, BMO x9934 contained some

funds transferred from other sources, such as Prime’s accounts at Cross River Bank (“CRB”) and
Signature Bank (“Signature”). See id. at ¶ 81.
102.

Prime moved funds between its different bank accounts, regardless of the source of

the funds, on an as-needed basis to satisfy wire and ACH transfer requests. See id. at ¶ 76.
103.

Prime typically made transfers between its omnibus bank accounts in round

numbers, without reference to any specific transactions. See id. at ¶ 86. This suggests that Prime
simply moved funds between its omnibus bank accounts on an estimated, as-needed basis instead
of in response to specific transaction activity. Id.
104.

Prime would also transfer funds between bank accounts that were primarily used

for Prime’s corporate operations and omnibus bank accounts that contained fiat transferred to
Prime by its customers. See id. at ¶ 78.
105.

Because Prime did not segregate fiat transferred to it from one customer from fiat

transferred to it from another customer, or from fiat generated from Prime’s business operations,
Prime attempted to keep track of what it owed each of its customers by noting the amounts it owed
on its Internal Ledger. See id. at ¶¶ 74-76.

designated itself as the beneficial owner of its BMO accounts, Prime was entitled to the interest produced by
these accounts (consistent with the Agreements). See Ex. F, BMO Certification.

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”), Prime’s former Chief of Regulatory Affairs,

testified that Prime employees simply checked Prime’s Internal Ledger to determine the amounts
that Prime owed to its customers:
Q:

And if we wanted to look at how much Prime Trust owed each individual
customer at a particular time versus how much cash and crypto Prime Trust
had in its possession, how would we do that?

I would pull the general ledger record out of the Prime Trust Core system.

Deposition of

, In re Prime Core Technologies, No. 23-11161 (Bankr. D. Del. Nov.

16, 2023) (the “
107.

Dep.”), 89: 19–25.

However, Prime’s internal cash management practices make identifying which

bank account transfers correspond with which specific customer transactions reported on Prime’s
Internal Ledger extremely difficult. See Ex. D, Brennan Decl., at ¶¶ 79, 86, 120.
B.

Prime Commingled Crypto in Omnibus Digital Wallets in Vaults

108.

As was the case with Prime’s commingling of fiat, Prime did not maintain separate

or segregated digital wallets for crypto. See id. at ¶ 28. Instead, Prime had Omnibus Digital
Wallets that commingled crypto transferred to Prime from different customers with Prime’s own
crypto that it used for corporate operations and purposes. See id.
109.

Prime maintained its Omnibus Digital Wallets in Prime’s vaults (“Vaults”) at

Fireblocks LLC (“Fireblocks”), a third-party crypto security platform. See id. at ¶ 29. Prime used
Vaults within the Fireblocks’ infrastructure to: (1) organize wallets (including the Omnibus Digital
Wallets), (2) enhance security measures, and (3) leverage efficient transaction policies and access
controls. See id. Vaults at Fireblocks were not separated or segregated by digital wallets. See id.
110.

Customers were provided with deposit digital wallet addresses (the “Deposit

Digital Addresses”) for sending crypto to Prime. See id. at ¶ 30. From time to time, Prime would
conduct “sweeps” of those different Deposit Digital Addresses to transfer crypto from those
21

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Deposit Digital Addresses into one or more of the shared Omnibus Digital Wallets controlled by
Prime. See id. at ¶ 31. This process commingled crypto transferred to Prime by different customers
together in the Omnibus Digital Wallets. See id.
111.

Prime’s internal process for performing sweeps was inconsistent and void of

procedural safeguards. See id. at ¶ 32–34. Prime’s application could trigger a sweep based on
certain unknown events occurring or an employee could manually perform a sweep at any given
time. See id.
112.

Prime also regularly transferred crypto between its multiple Omnibus Digital

Wallets, only further commingling the already commingled crypto contained in the Omnibus
Digital Wallets. See id. at ¶ 33.
113.

In an attempt to track its crypto balances on behalf of its customers, Prime recorded

its customers’ transfers of crypto to and from Prime on its Internal Ledger. See id. at ¶ 34. When
a customer transferred crypto to Prime, Prime would credit that amount on its Internal Ledger. See
id. at ¶ 35. The Internal Ledger, however, did not track to which Omnibus Digital Wallet(s) any
specific crypto was transferred into when Prime swept Deposit Digital Address(es). See id.
114.

When a customer requested to transfer crypto from Prime, Prime would first verify

the crypto balance that the customer supposedly had from the Internal Ledger to determine whether
the customer had previously transferred sufficient crypto to Prime to support the outgoing transfer
amount. See id. at ¶ 40. If the customer had transferred sufficient crypto, Prime would then check
its multiple Omnibus Digital Wallets to determine from which Omnibus Digital Wallet(s) it could
transfer the requested amount of crypto to the customer. See id. In completing a transfer request,
Prime did not transfer the same crypto that a customer had initially transferred to Prime via its
respective Deposit Digital Address because Prime’s Omnibus Digital Wallets did not segregate

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crypto by customer and, thus, could not be used to identify any original crypto transferred to Prime
by a specific customer. See id.
115.

To demonstrate the extent of Prime’s commingling of crypto, the Brennan

declaration discusses and illustrates several examples of commingling taken from transaction,
blockchain, and other data. See id. at ¶¶ 28–72.
116.

For example, Prime frequently swept crypto from the Deposit Digital Addresses

into one of Prime’s Omnibus Digital Wallets with a digital address ending in ~b2ea (the “~b2ea
Wallet”). See id. at ¶ 42.
117.

The Brennan Declaration provides an example of how three separate Prime

customers sent crypto to their respective, unique Deposit Digital Addresses which Prime
subsequently swept into the ~b2ea Wallet:

See id. at ¶ 44.
118.

Just this one example illustrates how Prime commingled crypto transferred to it

from three different customers into a single Omnibus Digital Wallet. This type of transaction
occurred multiple times with the ~b2ea Wallet and with other Omnibus Digital Wallets. See id.

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The Brennan Declaration also discusses how the crypto that customers transferred

to Prime became further commingled with crypto that Prime used for its own corporate operations.
Again, using the ~b2ea Wallet as an example, Brennan describes how the ~b2ea Wallet received
crypto from a Prime wallet that itself was funded from thousands of different wallets holding
Prime’s own crypto. See id. at ¶¶ 46–48. This resulted in Prime’s crypto, which was used for its
own corporate operations, becoming commingled with crypto that customers had transferred to
Deposit Digital Addresses which Prime had already previously swept and commingled into this
Omnibus Digital Wallet. See id.
120.

Prime’s commingling of crypto was further compounded by Prime’s movement of

commingled crypto between multiple Omnibus Digital Wallets. Using the ~b2ea Wallet as an
example, the Brennan declaration discusses and illustrates how Prime transferred already
commingled crypto between multiple Omnibus Digital Wallets:

See id. at ¶¶ 49–51.
24

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The Brennan Declaration also discusses and illustrates how Prime’s commingling

of crypto in Omnibus Digital Wallets makes it practically impossible to determine if the crypto
transferred from Prime to a customer to satisfy a withdrawal request included any of the original
crypto that specific customer had originally transferred to Prime. See id. at ¶ 52.
122.

The below illustration shows that while the ~b2ea Wallet received crypto swept

from the Deposit Digital Address of one of Prime’s customers (“Customer A”) and from Prime’s
“PT Segregated Assets” digital wallet addresses that held corporate crypto (the “PT Segregated
Assets Wallet”), Prime transferred crypto out of this ~b2ea Wallet to satisfy outgoing transfer
requests from two completely different Prime customers. See id. at ¶¶ 47–48. These outgoing
crypto transfers may have included some or none of the crypto originally transferred to Prime by
Customer A or from Prime’s other customers. See id. at ¶ 49.

123.

Prime also commingled USDT. See id. at ¶¶ 53–56.

124.

The diagram below illustrates an example of a USDT transaction by a Prime

customer (“Customer A”) that transferred USDT to a Deposit Digital Address at Prime, which was
then swept into one of Prime’s Omnibus Digital Wallets with the digital address ending in ~df94
(the “~df94 Wallet”) where it was immediately commingled with USDT that had been transferred
to Prime by other customers. To cover the gas fees associated with the USDT transaction, Prime
used ETH from the commingled ~df94 Wallet. See id. at ¶ 54.

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See id.
C.

Prime Pooled Crypto Together to Reduce Transaction Fees

125.

Prime generally swept crypto from the Deposit Digital Addresses into shared

Omnibus Digital Wallets to pool crypto together for a number of reasons. See id. at ¶¶ 57–72.
One primary reason for pooling crypto together was that Prime and its customers could bypass and
save on various transaction fees16 that would otherwise be incurred by conducting transactions on

“Transactions occurring on the blockchain incur fees. On the Ethereum blockchain, these are referred to as ‘gas
fees.’ Gas fees refer to costs that blockchain users must pay to network validators for their participation in
validating transactions on the blockchain. In other words, they are fees charged by the blockchain itself for
successfully completing a transaction. However, on the Bitcoin blockchain, these are referred to simply as
‘transaction fees.’ Transaction fees refer to the costs that blockchain users pay to bitcoin miners as an incentive
for preventing network congestion and incorporating a transaction in the subsequent “block.” In other words,
they are rewards paid to miners for facilitating the successful completion of a transaction on the blockchain.”
See Ex. D, Brennan Decl., at ¶¶ 24–25. We use “transaction fees” to refer to both “gas fees” and BTC
transaction fees herein, but only use the term “gas fees” to refer to transaction fees incurred for ETH and USDT
on the Ethereum network.

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the blockchain. See id. at ¶¶ 57-60. Specifically, for crypto transfers within a single Prime Vault
at Fireblocks, Prime could simply move the funds around on its Internal Ledger rather than conduct
any transactions on the blockchain which would otherwise incur transaction fees. See id. at ¶¶ 5859. When Prime did conduct on-chain transactions, it reduced transaction fees by pooling
transactions and performing them during off-peak hours when the blockchain network was less
congested.
126.

By sweeping BTC together that had been transferred to Prime by multiple

customers, including East Goodnews, Prime’s commingling of BTC makes distinguishing the
original digital wallet from which the BTC originated nearly impossible. See id. at ¶¶ 31-37.
127.

To help account for the gas fees Prime incurred for transacting in ETH, USDT, or

other cryptocurrencies on the Ethereum blockchain, Prime set up additional digital wallets it
referred to collectively as the “Gas Stations.” See id. at ¶¶ 61-63. Prime funded the Gas Stations
from its various other wallets (including the Omnibus Digital Wallets) and used the Gas Stations
to pay gas fees when Prime conducted on-chain transactions. See id. Prime used a variety of
sources to fund gas stations, which resulted in Prime further commingling crypto transferred to
Prime by customers with Prime’s own crypto. See id. at ¶ 64.
128.

As demonstrated below, funding sources for the Gas Stations (represented by bright

green nodes) included Prime’s Omnibus Digital Wallets (represented by green nodes at the top),
customers’ external digital wallets (represented by the pink, blue, red and yellow nodes) and
several external digital wallets that appear to be unattributable to Prime or its customers
(represented by gray nodes):

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Therefore, the Gas stations were funded by Prime’s corporate fiat, crypto from

commingled Omnibus Digital Wallets (including the ~b2ea Wallet described above), and crypto
from external wallet addresses. See id. at ¶ 70.
131.

In sum, by sweeping and pooling crypto together, Prime was able to reduce

transaction fees by commingling crypto transferred to Prime by customers with Prime’s corporate
crypto in several different ways throughout the process. See id. at ¶ 72.
D.

Prime Did Not Reconcile Fiat or Crypto Transactions

132.

Prime did not conduct regular, timely or accurate reconciliations to compare the

fiat and crypto recorded in its Internal Ledger with the fiat Prime actually held in omnibus bank
accounts and crypto that Prime actually held in its Omnibus Digital Wallets. See id. at ¶ 39.
133.

None of the crypto held by Prime in Prime’s Vaults with Fireblocks has clear

ownership provenance. See id. at ¶¶ 29-35.
134.

Prime’s own internal data also presents conflicting information regarding how

certain digital wallets were attributed to different entities as well as falsified entries in Prime’s
Internal Ledger. See id.
135.

Prime maintained substandard reconciliation processes throughout its history,

including with respect to its Internal Ledger. See id. at ¶¶ 88-101. This further hindered the ability
of Prime or anyone else to specifically identify which funds were transferred to Prime by which
customer. Id.
136.

Prime did not perform regular reconciliations of its assets and, at least prior to

March 2021, any reconciliations that Prime did conduct were manual. See id. at ¶ 88.
137.

Former Prime employees testified that Prime commingled fiat and crypto

transferred to it by customers and that Prime’s reconciliation processes were poorly maintained.

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testified that “[r]econciliations were not being done in a timely
Dep., 38: 23–24.

139.

(“

”), Prime’s former Chief Financial Officer, testified:

Are you aware of any instances in which what would be considered
customer assets were commingled with company assets in an account?

I think there were instances where that did happen based off of the
management in the financial operations team where we might have had
balances that they might have commingled, but I don't remember the—I
don’t remember how that happened.

Deposition of

, In re Prime Core Technologies, No. 23-11161 (Bankr. D. Del.

Nov. 16, 2023), 41:19–42:4.
140.

also testified that “[i]t would not surprise” him if fiat and crypto

transferred by customers were commingled with company assets because “the hygiene of the
financial operations team, in retrospect, was not as good as it should have been.” See id.,
213:15-22.
141.

(“

”), Prime’s former Senior Vice President of Operations

and Reconciliations, also testified about Prime’s reconciliations processes both before and after
March 2021:
Q:

When you say it was a problem, what do you mean?

There just wasn’t very good reconciliation tools. Everything was done
manually. So I was brought in to work on building these tools and making
them more automated. . .

Dep., 19:23–20:5.
142.

prepared a report for a July 12, 2021, audit committee meeting which

identified the risks associated with Prime’s handling of assets, reconciliation practices, and general

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mismanagement of corporate functions. Most of these practices were considered to present “high”
or “extreme” levels of risk:

143.

As described above and confirmed in the Brennan Declaration, Prime’s repeated

transfers of funds between omnibus bank accounts and crypto between Omnibus Digital Wallets,
and Prime’s failure to maintain proper tracking and reconciliation processes, further exacerbated
the commingling of fiat and crypto transferred to Prime by East Goodnews with fiat and crypto
transferred to Prime by Prime’s other customers and fiat and crypto generated from Prime’s own
business operations.
E.

Defendant Cannot Trace the Fiat and Crypto It Transferred to Prime

144.

Because Prime held fiat and crypto transferred to it from customers in an omnibus,

commingled manner, Prime’s own employees were incapable of determining where any fiat or
crypto transferred by a particular customer to Prime was located. As

testified:

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And you’ve now said—just to make sure we’re talking the same language,
omnibus, the structure, omnibus environment, omnibus product, is that all
meaning the same thing, or what do you mean—

It is. It is. I don’t like calling it any of those things. I don’t really know
what else to call it, but it’s basically the same thing, for the client to have
an omnibus account.

And what does that mean to you, a client to have an omnibus account?

It means that rather than having all their end users with a segregated account
model to where each end user would have their own account at Prime Trust,
all of their funds would be comingled in one account that’s in the
integrator’s name.

And that was done at Prime Trust?

It was done at Prime Trust. It wasn’t done very frequently, but there were—
there were omnibus accounts at Prime Trust.

And do you know who was responsible for those accounts?

I don’t. There was probably ten or 12 accounts. . . While I was at Prime
Trust it was very concerning to me and frustrating that nobody could ever
tell me the exact number of omnibus accounts that the company allowed
customers to have.· It was like an Easter egg hunt finding them.· It was not
a clear, documented—I mean, it was a product offering.· I mean, you could
have the segregated account model or this omnibus account model.· And it
just was not clearly defined who was operating in an omnibus account and
who those people were.

Dep., 205:19–207:3.
145.

Another example of the confusion in tracing specific assets that customers

transferred to Prime is demonstrated in the below internal Prime correspondence from
December 2022. In this correspondence, individuals at Prime attempted to respond to a request
from Nevada FID asking Prime to identify which customers and which omnibus accounts were
impacted by Prime’s use of customer-transferred fiat to purchase ETH to satisfy transfer requests
from another customer:

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156.

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Prime was concerned about the negative impacts and consequences it would suffer

from customers, regulators, law enforcement, auditors, and others if Prime were to publicly reveal
that it had lost access to a wallet containing a significant amount of crypto.
157.

To avoid publicly revealing that it was unable to access the 98f Wallet, certain

executives at Prime made the decision to use fiat from Prime’s commingled, omnibus bank
accounts to purchase ETH from one of its liquidity providers (“Liquidity Provider”) to satisfy
Abra’s transfer requests as reflected below. See Ex. D, Brennan Decl., ¶¶ 105-106.
158.

Between December 23, 2021, and March 30, 2022, Prime conducted ten different

on-chain purchases of ETH from Liquidity Provider in an attempt to satisfy Abra’s multiple
outgoing transfer requests. These purchases are summarized in the chart below.
Date
12/23/2021
12/31/2021
1/6/2022
1/6/2022
1/22/2022
3/12/2022
3/15/2022
3/15/2022
3/29/2022
3/30/2022

USD Internal Ledger
“Wire” Transfer17
Amount
$11,958,000
$12,158,250
$2,778,400
$7,293,300
$5,000,000
$4,644,000
$8,524,750
$8,043,000
$7,902,800
$8,065,048

ETH On-Chain
Transfers
2,999.99
3,250
800
2,100
1,930.50
1,800
3,049.98
3,000
2,300
2,347.22

See id. at ¶ 107.
159.

The funds for each of these ETH purchases came from Prime’s omnibus bank

accounts, which held commingled fiat transferred to Prime from Prime’s customers. See id. at ¶¶
107-110. The ETH purchased with those commingled funds was then transferred to Abra. See id.

Prime did not actually execute any of these wire transfers. See

Dep, 164:22–165:10.

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The decision to use this commingled fiat to fund Prime’s purchase of replacement

ETH from Liquidity Provider was described by

, Prime’s former Chief Operating

Officer, at his deposition:
Q:

So [Customer’s] depositing into a wallet that you don’t have access to and
is requesting withdrawals. Prime funds those withdrawals. How does it do
it?

I would defer to
on that. But essentially it was use of omnibus funds,
is my understanding.

What’s use of omnibus funds?

As I mentioned before, my understanding is we maintained omnibus
accounts, meaning fiat accounts and crypto accounts, crypto wallets that had
basically commingling of customer funds.

And which funds were used to make the purchases of the ETH to fund the
transactions?

Funds from the fiat account. Fiat omnibus account. Is my understanding.
Once again,
would know specifically.

Deposition of

, In re Prime Core Technologies, No. 23-11161 (Bankr. D. Del. Nov.

10, 2023), 92:25–93:18.
161.

The ETH that Abra had initially transferred to Prime was (and still is to this day)

locked away in the 98f Wallet. See Ex. D, Brennan Decl., at ¶ 110.
162.

Executives at Prime made the decision to falsify entries in the Internal Ledger to

conceal the fact that Prime had used fiat that had been transferred to it by other customers to satisfy
Abra’s outgoing transfer requests. See id. at ¶¶ 111-112, 120.
163.

confirmed in his deposition that Prime executives intentionally chose to

settle and record ETH purchases from Liquidity Provider on Prime’s Internal Ledger as opposed
to externally transferring funds to Liquidity Provider. See

Dep., 153:8–13.

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created_date cash_transaction_id
12/23/2021 ~0457
12/31/2021 ~0902
1/6/2022 ~b83d
1/6/2022 ~5aaa
1/22/2022 ~6c81
3/12/2022 ~777d
3/15/2022 ~2910
3/15/2022 ~1b2e
3/29/2022 ~113f
3/30/2022 ~ecc3

168.

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name
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider

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funds_transfer_type
amount
wire
11,958,000.00
wire
12,158,250.00
wire
2,778,400.00
wire
7,293,300.00
wire
5,000,000.00
wire
4,644,000.00
wire
8,043,000.00
wire
8,524,750.00
wire
7,902,800.00
wire
8,065,047.90
Total
76,367,547.90

None of these wire transfers appear on Prime’s bank account statements because

they did not actually occur.19 See Ex. D, Brennan Decl., at ¶¶ 117-119.
169.

Prime’s recordkeeping procedures were in disarray before Prime began

intentionally falsifying entries in its Internal Ledger to conceal its use of commingled fiat to
purchase replacement ETH. The decisions of Prime executives to intentionally obfuscate Prime’s
internal records simply compounded the already impossible task of untangling or segregating fiat
or crypto transferred to Prime by different customers and fiat or crypto that Prime generated from
its business operations. See id. at ¶ 128.
VI.

Prime’s Financial Conditions Spiraled Downward and Culminated in Prime Filing
the Chapter 11 Cases
170.

In the weeks leading up to the Petition Date, including during the Preference Period,

Prime personnel had multiple meetings with Nevada FID to determine how to handle the solvency
issues Prime was experiencing.

The relevant portion of Prime’s Signature bank account statement for the month of December 2021 reflecting
incoming transactions on December 23, 2021, is attached as Exhibit H. The relevant portion of Prime’s
Signature bank account statement for the month of December 2021 reflecting incoming transactions on
December 31, 2021, is attached as Exhibit I.

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At the same time, and again during the Preference Period, details about Prime’s

deteriorating financial condition—including several revoked state licenses, a failed merger
attempt, the loss of several substantial customers, and even Prime’s potential bankruptcy filing—
were leaking to the crypto and financial markets.
172.

On May 25, 2023, Prime’s CEO met in person with Nevada FID during which

Prime was told that they would likely be shut down in the near future.
173.

Prior to May 25, 2023, documentary evidence reflects that Prime’s CEO had been

relaying to other market participants Prime’s bleak financial condition and the likelihood that
Nevada FID would shut them down.
174.

During the lead up to the May 25, 2023 meeting with Nevada FID and shortly

thereafter, in response to confirmed rumors of Prime’s financial condition, many of the industry’s
largest market participants were demanding transfers from Prime.
175.

For example, on June 8, 2023, CoinDesk reported that BitGo, another crypto

custody firm, had reached a preliminary agreement to purchase Prime. See Ian Allison, Crypto
Custody Firm BitGo Reaches Preliminary Agreement to Buy Prime Trust: Sources, COINDESK
(Jun.

2023),

https://www.coindesk.com/business/2023/06/08/crypto-custody-firm-bitgo-

reaches-preliminary-agreement-to-buy-prime-trust-source/. CoinDesk’s report specifically noted
that “Prime Trust had been the subject of some speculation with people online suggesting the firm
was facing bankruptcy.” Id.
176.

On June 21, 2023, Nevada FID issued an Order to Cease and Desist from Violations

of NRS 669 (the “Cease and Desist Order”). Nevada FID found that Prime was “operating at a
substantial deficit and/or is insolvent and will not be able to satisfy all withdrawals.” See In re
Prime Trust, LLC, Order to Cease and Desist from Violations of NRS 669, Nevada FID (Jun. 21,

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https://fid.nv.gov/uploadedFiles/fidnvgov/content/Opinion/Prime%20Trust%20-

%20C%20and%20D%206.21.23.pdf. Nevada FID ordered Prime to cease accepting all fiat and
crypto deposits. Id.
177.

The next day, BitGo canceled its acquisition of Prime. One report explained that

Prime “ha[d] been losing clients and deposits to competitors for weeks amid mounting concerns
over its business.” See Jamie Crawley & Danny Nelson, Crypto Custody Firm BitGo Cancels
Acquisition

Rival

Prime

Trust,

CoinDesk

(Jun.

22,

2023),

https://www.coindesk.com/business/2023/06/22/cryptp-custody-firm-bitgo-cancels-prime-trustacquisition/.
178.

On June 26, 2023, Nevada FID filed a Petition for Appointment of Receiver,

Temporary Injunction, and Other Permanent Relief (the “Nevada FID Petition”) in the Eighth
Judicial District Court of the State of Nevada (the “Nevada Court”). See Sandy O’Laughlin, in her
capacity as Commissioner of the State of Nevada, Department of Business and Industry, Financial
Institutions Division v. Prime Core Technologies, Inc., Prime Trust, LLC, Prime IRA, LLC, Prime
Digital

LLC,

No.

A-23-872963-B

(8th

Jud.

Dist.

Ct.

Nev.

Jun.

26,

2023),

https://business.nv.gov/uploadedFiles/businessnvgov/content/News_Media/Press_Releases/Prim
e%20Core%20Technologies%20et%20al%20Petition.pdf.

The Nevada FID Petition directed

Prime to cease and desist all retail trust activities. Id.
179.

The Nevada FID Petition also contained factual findings made by Nevada FID that

further corroborate the fact that Prime held fiat transferred to it from customers in commingled
accounts.
180.

Specifically, Nevada FID found that “P[rime] purchased additional digital currency

using customer money from its omnibus customer accounts.” Id. at 6 (emphasis added).

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The Nevada FID Petition concluded that Prime’s “liabilities greatly exceeded its

assets, and it is currently in a position wherein it would be unable to satisfy all withdrawals.” Id.
at 10. Specifically, Nevada FID found that Prime “owe[d], in fiat currency, $85,670,000 to its
clients but has $2,904,000 in fiat currency (equaling an $82,766,000 fiat currency liability).” Id.
at 7.
182.

On July 14, 2023, the Nevada Court placed Prime under receivership.

183.

On August 14, 2023, Prime initiated the Chapter 11 Cases by filing its voluntary

petition for relief under chapter 11 of the Bankruptcy Code in this Court.
CAUSES OF ACTION
Count I
Avoidance of Preferential Transfers,
11 U.S.C. § 547(b)
184.

PCT repeats and re-alleges each and every allegation in the preceding paragraphs

as if set forth fully herein.
185.

The Transfers were made on account of a demand by East Goodnews.

186.

Each of the Transfers was a transfer of an interest in property of Prime.

187.

Prime made the Transfers to or for the benefit of East Goodnews.

188.

At the time of the Transfers, East Goodnews was a creditor of Prime within the

meaning of section 101(10) of the Bankruptcy Code. East Goodnews received the Transfers, or,
alternatively, the Transfers were made for East Goodnews’s benefit.
189.

Each of the Transfers was made for or on account of an antecedent debt owed by

190.

Each of the Transfers was made within ninety days of the Petition Date.

Prime.

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At the time of the Transfers, Prime was insolvent and Prime nonetheless is

presumed to be insolvent during the Preference Period pursuant to section 547(f) of the Bankruptcy
Code.
192.

If not avoided, the Transfers would enable East Goodnews to receive more than

East Goodnews would have received in a hypothetical chapter 7 case had Prime not made the
Transfers.
193.

East Goodnews has not repaid or returned any of the Transfers to PCT.

194.

Pursuant to 11 U.S.C. § 547(b), PCT has conducted reasonable due diligence into

the circumstances of the case and has taken into account the known or reasonably knowable
affirmative defenses that East Goodnews could assert, including East Goodnews’s potential
defenses under section 547(c) of the Bankruptcy Code, and believes that certain of the Transfers
are avoidable.
195.

Accordingly, PCT is entitled to recover from East Goodnews not less than

$1,316,624.00 and 50,600 USDT of the Transfers as preferences pursuant to section 547(b) of the
Bankruptcy Code, plus interest thereon at the maximum legal rate, and costs and fees to the fullest
extent allowed by applicable law.
Count II
Recovery of Avoided Transfers from the Defendant,
11 U.S.C. § 550
196.

PCT repeats and re-alleges each and every allegation in the preceding paragraphs

as if set forth fully herein.
197.

PCT is entitled to avoid preferential transfers described above pursuant to section

547(b) of the Bankruptcy Code. East Goodnews was the initial transferee of such transfer, or the

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immediate or mediate transferee of such initial transferee, or the person for whose benefit such
transfer was made.
198.

Accordingly, pursuant to section 550 of the Bankruptcy Code, PCT is entitled to

recover from East Goodnews not less than $1,316,624.00 and 50,600 USDT of the Transfers as
preferences pursuant to section 547(b) of the Bankruptcy Code, plus interest thereon at the
maximum legal rate and costs to the fullest extent allowed by applicable law.
Count III
Claim Objection, 11 U.S.C. § 502
199.

PCT repeats and re-alleges each and every allegation in the preceding paragraphs

as if set forth fully herein.
200.

As alleged above, East Goodnews was the initial transferee of the Transfers, or the

immediate or mediate transferee of such initial transferee, or the persons for whose benefit the
Transfers were made, and PCT is entitled to avoid the Transfers described above pursuant to
Section 547(b) of the Bankruptcy Code, which are recoverable from East Goodnews under Section
550 of the Bankruptcy Code.
201.

Pursuant to section 502(d) of the Bankruptcy Code, any claim(s) of East Goodnews

that have been or will in the future be asserted in these Chapter 11 Cases (regardless of whether or
not the claim(s) were assigned) must be disallowed unless and until East Goodnewspays PCT the
value of the Transfers, for which and to the extent that the Court has determined East Goodnews
is liable pursuant to 11 U.S.C. § 550.
PRAYER FOR RELIEF
WHEREFORE, PCT requests that this Court grant the following relief:
A.

Enter an order finding that the Transfers addressed herein are avoidable preferential

transfers under 11 U.S.C. § 547;
45

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Award PCT: (a) the return of property to the Debtors’ bankruptcy estates that is the

subject of the avoidable preferential transfers alleged herein; or (b) monetary damages reflecting
the applicable value in accordance with 11 U.S.C. § 550 of the avoidable preferential transfers
alleged herein, plus the value of any additional avoidable transfers that PCT learns, through
discovery or otherwise, were made to East Goodnews;
C.

Enter an order disallowing, pursuant to 11 U.S.C. § 502(d), any and all claim(s)

filed or held by East Goodnews against the Debtors in these Chapter 11 Cases (regardless of
whether or not the claim(s) were assigned), unless and until East Goodnews relinquishes to PCT
the amount ordered as an award for avoidable transfers;
D.

Award PCT its attorneys’ fees, pre- and post-judgment interests, and costs of suit;

Grant PCT all other relief, at law or equity, to which it may be entitled.

and

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Dated: August 13, 2025
WOMBLE BOND DICKINSON (US) LLP
By: /s/ Morgan L. Patterson
Donald J. Detweiler (Del. Bar No. 3087)
Morgan L. Patterson (Del. Bar No. 5388)
1313 North Market Street, Suite 1200
Wilmington, DE 19801
Telephone: (302) 252-4320
Facsimile: (302) 252-4330
Email: don.detweiler@wbd-us.com
morgan.patterson@wbd-us.com
-andASK LLP
By: /s/ Joseph L. Steinfeld, Jr.
Joseph L. Steinfeld, Jr., Esq., MN SBN 0266292
Nicholas C. Brown, Esq., VA SBN 99898
(admitted pro hac vice)
2600 Eagan Woods Drive, Suite 400
St. Paul, MN 55121
Telephone: (651) 289-3867
Fax: (651) 406-9676
Email: jsteinfeld@askllp.com
nbrown@askllp.com
-andEdward E. Neiger, Esq.
60 East 42nd Street, 46th Fl.
New York, NY 10165
Telephone: (212) 267-7342
Fax: (212) 918-3427
Counsel for Plaintiff

DocuSign Envelope ID: 14CDF391-F806-46A0-BC9B-A6D34D7362D3

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PRIME TRUST ORDER FORM
East Goodnews Limited

Customer Legal Entity Name (“Customer”): ______________________________________________
East Goodnews Limited

DBA Name (if applicable): _____________________________________________________________
Customer Billing Contact:

Customer Business Contact:

Name:

Jessi Jiang

Name:

Page Hong

Title:

COO

Title:

Business Development Director

Street:

9 Irving Street

Street:

9 Irving Street

City

HONG KONG

City

HONG KONG

State

HONG KONG

State

HONG KONG

Zip

999077

Zip

999077

Country

Other

Country

Other

Email:

egnlimited@gmail.com

Email:

pagehonguh@hotmail.com

Phone:

+852 67568808

Phone:

+852 95329989

China

Order Details:
Order Start Date:

06/01/2022

Payment Method:

Wire Transfer

Order End Date:

05/31/2023

Payment Terms:

Due upon receipt of
invoice

Quote Number:

Currency:

USD

Prime Trust Sales
Contact:

Billing Frequency:

Monthly, unless
otherwise stated

Invoice Schedule:

1st of the month

Selected Services:
Service

Price

Custodial Services Account Setup

$5,000

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Custodial Services Monthly Account
Service Fee

$6,000

Custodial Services Transaction Fees

As set forth in attached Fee Schedule

Payment Rails

As set forth in attached Fee Schedule

Payment Rails: ACH Services

As set forth in attached Fee Schedule

Payment Rails: Wire Services

As set forth in attached Fee Schedule

Payment Rails: Merchant Card Processing
Services

As set forth in attached Fee Schedule

Settlement Services

As set forth in attached Fee Schedule

Compliance Services

As set forth in attached Fee Schedule

Compliance Services: Socure Services

As set forth in attached Fee Schedule

Liquidity Services

As set forth in attached Fee Schedule

Support Services: Standard Support

As set forth in attached Fee Schedule

Service Details:
API Services and Custodial Services Account Setup fee is a one time required fee due upon
the execution of this Order Form.
API Services and Custodial Services Implementation fee is a one time required fee due upon
the execution of this Order Form, provided that if Integrator does not successfully
complete Prime Trust’s compliance review Prime Trust will refund the Implementation fee to
Integrator.
Customer will complete the API Services and Custodial Services Implementation no later
than four (4) months after the Order Start Date. If Customer requires additional time and
assistance to complete the API Services and Custodial Services Implementation beyond the
four (4) month period, the details will be set forth in a mutually agreed upon SOW,
including additional Implementation fee.

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Selected Service

Required Initial Reserve Amount in each
Reserve Account

Payment Rails: ACH Services

$25,000

Payment Rails: Merchant Card
Processing Services

$50,000

Settlement Services

TBD

Order Special Terms:
Upon expiration of this Order Form, the Agreement will automatically renew for
additional one (1) year period, unless either Party provides the other Party with
written notice of non-renewal at least thirty (30) days prior to the expiration of the
then current Term.

Billing Details:
Customer
Wire
Information:

Bank:

Bank of Asia

Account Number: TBD

For wire and non-wire payment instructions, please ask your Prime Trust Sales Contact.
Terms and Conditions:
This Order Form is governed by the Prime Trust Master Services Agreement set forth at:
https://www.primetrust.com/legal/msa, the Service Schedule(s) and Attachment(s) that are applicable based
on the services provided by Prime Trust under this Order Form (located at:
https://www.primetrust.com/legal/msa-service-schedules), and the attached Fee Schedule, all of which are
incorporated into this Order Form by this reference.

The Prime Trust Master Services Agreement and any of its incorporated documents, including
the Service Schedule(s), Attachment(s), Fee Schedule, shall supersede and replace any prior
agreement(s) that may be in place between Customer and Prime Trust with respect to Prime
Trust’s services.

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PRIME TRUST
MASTER SERVICES AGREEMENT
This Prime Trust Master Services Agreement (“MSA”) is made between Prime Trust, LLC, a chartered
Nevada trust company (“Prime Trust”), and the contracting party identified on the Order Form and/or
SOW (“Customer”), together referred to as the “Parties” and each individually as a “Party.” The Parties
hereby agree to the terms and conditions of this MSA, including any specific services terms, product
details and any applicable license and/or subscription terms will be set forth in applicable Prime Trust
Service Schedules and Attachments (located at: https://www.primetrust.com/legal/msa-serviceschedules), Order Form(s) and SOW(s), each of which become binding on the Parties and are
incorporated into this MSA upon execution of an Order Form and/or SOW. Each Order Form and/or
SOW is governed by and incorporates the following documents in effect as of the effective date of the
applicable Order Form or SOW, collectively referred to as the “Agreement”, that consists of:
1. the Order Form and/or Statement of Work;
2. any attachments, addenda, and/or appendix(ices) to this MSA or a Service Schedule;
3. Service Schedule(s); and
4. this MSA.
The applicable attachment(s), addenda, appendix(ices), and Service Schedule(s) is determined by the
Prime Trust Service(s) purchased on the Order Form and/or SOW. In the event of a conflict, the order of
precedence is as set out above in descending order of control.
MSA revision date: August 30, 2022
TABLE OF CONTENTS
1. Definitions
2. Registration
3. Access Rights
4. Ownership
5. Security and Customer Data
6. Payment of Fees
7. Taxes
8. Term and Termination
9. Warranties and Disclaimers
10. Third-Party Claims
11. Limitation of Liability
12. Confidentiality
13. Governing Law and Venue
14. General
15. Appendix 1

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DEFINITIONS

“Account(s)” means a unique account established by Customer to enable its Authorized Users to access
and use a Prime Trust Service. Customer may have more than one Account depending on the Prime Trust
Services used by Customer.
“Account Administrator” is an Authorized User who is assigned and expressly authorized by Customer
as its agent to manage Customer’s Account, including, without limitation, to configure administration
settings, assign access and use authorizations, request different or additional services. Customer may
change its Account Administrator designation at any time through its Account.
“Affiliate” of a Party means any entity that the Party directly or indirectly owns or controls more than
fifty percent (50%) of the voting interests of the subject entity. Any legal entity will be considered a
Party’s Affiliate as long as that interest is maintained.
“AML/OFAC Policy” means anti-money laundering (“AML”) and OFAC compliance policy that will
ensure the Offering and any use of Prime Trust Services by Customer or Investor, and/or any Program
complies with Applicable Law, including any anti-money laundering and economic and trade sanctions
requirements applicable to Prime Trust or Customer. The AML/OFAC Policy and any subsequent
changes to it must be approved by Prime Trust.
“API” means one or more Application Programming Interfaces that support interoperation of applications
with Prime Trust Services.
“API Materials” means any API libraries, integration keys, software, source files, sample code, reference
documentation, how-to guides, and template materials.
“API Services” means the proprietary tools and technology, negotiated third-party integrations, and
operational processes to provide certain back-end tools, technology and compliance services, which are
accessible via the Prime Trust API.
“Applicable Law” means any federal, foreign, provincial, state and local laws, statutes, rules, regulations,
executive orders, supervisory requirements or guidance, directives, interpretive letters, and other official
releases of any Regulatory Authority, Supervisory Objection, judicial or administrative interpretations,
Network Rules, including PCI DSS (to the extent any card is issued to a Customer or End-User in
connection with a Prime Trust Service), and any, consents, permissions, authorizations, approvals,
licenses, registrations, declaration, filings rules or requirements established by a Regulatory Authority or
other organization having jurisdiction over a Party or a Party’s Customer or End-User, in each case as
amended, consolidated, supplemented or replaced from time to time, that are related to, or otherwise
applicable, to the Agreement, the Prime Trust Services, any Program and/or the services to be provided
by a Party hereunder.
“Authorized User” means one individual natural person, whether an employee, business partner,
contractor, or agent of Customer or its Affiliates who is registered by Customer in Customer’s Account to
use the Prime Trust Services. An Authorized User must be identified by a unique email address and user
name, and two or more persons may not use the Prime Trust Services as the same Authorized User. If the
Authorized User is not an employee of Customer, use of the Prime Trust Services will be allowed only if
such user is under confidentiality obligations with Customer at least as restrictive as those in the
Agreement and is accessing or using the Prime Trust Services solely to support Customer’s internal
business purposes.

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“Confidential Information” means: (a) for Prime Trust and its Affiliates, the Prime Trust Services,
Documentation and other related technical information, security policies and processes, product
roadmaps, and pricing; (b) for Customer and its Affiliates, Customer Data; (c) any other information of a
Party or its Affiliates that is disclosed in writing or orally and is designated as confidential or proprietary
at the time of disclosure to the Party, including its Affiliates, receiving Confidential Information
(“Recipient”) (and, in the case of oral disclosures, summarized in writing and delivered to the Recipient
within thirty (30) days of the initial disclosure), or that due to the nature of the information the Recipient
should reasonably understand it to be confidential information of the disclosing Party; and (d) the terms
and conditions of the Agreement between the Parties. Confidential Information does not include any
information that: (i) was or becomes generally known to the public through no fault or breach of the
Agreement by the Recipient; (ii) was rightfully in the Recipient’s possession at the time of disclosure
without restriction on use or disclosure; (iii) was independently developed by the Recipient without use of
or reference to the disclosing Party’s Confidential Information; or (iv) was rightfully obtained by the
Recipient from a third party not under a duty of confidentiality and without restriction on use or
disclosure.
“Customer Custody Account” means a Prime Trust asset custody account for and in the name of the
Customer.
“Customer Data” means any content, materials, data and information that Customer or its Authorized
Users enter into the Prime Trust Services, including, but not limited to, any Customer or Authorized User
personal data and information contained in Transactions entered into the Prime Trust Services by
Customer or its Authorized Users.
“Digital Assets” means supported digital currencies and digital tokens which are a digital representation
of value based on a cryptographic protocol of a computer network.
“Documentation” means Prime Trust's then-current technical and functional documentation for the Prime
Trust Services as made generally available to Customer by Prime Trust, including those materials made
available on Prime Trust’s developer portal.
“End-User(s)” means Customer’s clients that use the Prime Trust Services and have entered into the User
Agreement.
“End-User Custody Account” means a Prime Trust asset custody account for and in the name of the
End-User.
“Fiat Currency” means USD, Euros, Pounds Sterling, Canadian Dollars, Australian Dollars or Japanese
Yen, or any other government-issued currencies supported by Prime Trust.
“Network” means, individually and collectively, Mastercard International Incorporated and its affiliates,
Visa, Inc. and its affiliates, Cirrus, Plus, Pulse, MAC, NYCE, SHAZAM, STAR, Accel, SWIFT, National
Automated Clearing House Association (“NACHA”), and any other payment network accepted by Prime
Trust for Transactions.
“Network Rules” means any and all rules, bylaws, standards, protocols, operating regulations, guidelines,
or procedures, and any amendment, interpretation, or modification of any such rule, bylaw, standard,
protocol, operating regulation, guideline, or procedure, promulgated by a Network that govern or apply to
Prime Trust Services, including, without limitation, PCI DSS and the rules, bylaws, standards, protocols,
operating regulations, guidelines, and procedures of NACHA.

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“Order Form” means the order form provided by Prime Trust that sets forth the pricing and the Prime
Trust Services selected by Customer.
“Order Start Date” means the start date of the applicable Order Form as defined in that Order Form.
“Order End Date” means the end date of the applicable Order Form as defined in that Order Form.
“PCI DSS” means the Payment Card Industry Data Security Standards administered by the PCI
Standards Council that are in effect as of the Order Start Date of the applicable Order Form and as they
may be amended from time to time.
“Person” means any natural or legal person, including any individual, corporation, partnership, limited
liability company, trust or unincorporated association or other entity.
“Prime Trust Service(s)” means the business services provided by Prime Trust under an Order Form or
SOW, and may include software, source code, or other technology licensed to Prime Trust from third
parties and embedded into the services that Prime Trust provides to Customer. Notwithstanding the
foregoing, Prime Trust Services do not include Third-Party Services (defined below).
“Professional Services” means any integration, consulting, architecture, training, transition,
configuration, administration, and similar ancillary Prime Trust Services that are set forth in an Order
Form or Statement of Work (“SOW”).
“Program” means the program launched by the Parties, on or following the Order Start Date of the
applicable Order Form, to offer End-User custodial accounts or certain other mutually agreed upon Prime
Trust Services to End-Users, all subject to the terms herein and the End-User agreement between Prime
Trust and End-User (such end-user agreement, the “User Agreement”).
“Regulatory Authority” means any of the following Persons with actual or apparent administrative,
executive, judicial, legislative, police, regulatory or taxing authority or power that asserts such authority
over the Agreement, a Program, either Party or their Affiliates, or any of their respective subcontractors,
Customers, Authorized Users or End-Users: (a) a country, state, county, city, town, borough, village,
district or other jurisdiction; (b) federal, state, local, municipal governmental body; (c) any agency,
branch, department, board, commission, court, tribunal or any other governmental or regulatory authority
of any nature; (d) any official body or self-regulatory body that supervises or otherwise exercise control
over any Party; and (e) the Nevada Financial Institutions Division.
“Representative” means the natural person or people submitting the registration application for a Prime
Trust Account on behalf of Customer.
“Service Schedule” means the service-specific terms and conditions applicable to the Prime Trust
Service(s).
“Supervisory Objection” means (a) an objection, criticism, or guidance, orally or in writing (including,
but not limited to an interpretive letter or official release), raised by a Regulatory Authority having
supervisory or regulatory authority over Prime Trust or any Program that expresses the Regulatory
Authority’s opinion that one or more provisions of: the Agreement; any Program terms, descriptions,
advertising and/or marketing; and/or any terms of the User Agreement are likely to constitute or result in
a violation of Applicable Law or unsafe or unsound practices, (b) any cease-and-desist or other similar
formal written order of a Regulatory Authority, or (c) a written directive or requirement by Regulatory
Authority to cease or limit performance of material obligations under the Agreement.

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“System” means the software systems and programs, the communication and network facilities, and the
hardware and equipment used by Prime Trust or its agents to make available the Prime Trust Services via
the Internet.
“Third-Party Services” means services, software, products, applications, integrations and other features
or offerings that are provided by Customer or obtained by Customer from a third party.
“Transactions” means any transactions that Customer facilitates using Prime Trust Services with EndUsers, including using a Prime Trust Service to do any of the following: (a) to make a purchase of goods
or services; (b) to obtain a credit for a previous purchase; (c) to contribute or disburse Digital Assets or
Fiat Currency from or to the End-User Custody Account(s) or Customer Custody Account(s); (d) to make
a transfer or other payment to a third party; or (e) to transfer value to another End-User Custody Account
or Customer Custody Account.
“USD” means United States Dollars.
2.

REGISTRATION

2.1 Account Registration. Customer shall first register for an Account by providing Prime Trust with
Customer’s information that includes but is not limited to business or trade name, physical address, email,
phone number, tax identification number, URL, the nature of Customer’s business or activities, and
certain other information about Customer that Prime Trust may require. Prime Trust may also collect
personal information (including name, birthdate, and government-issued identification number) about
Customer’s beneficial owners, principals, and Customer’s Account Administrator. Until Customer
submits, and Prime Trust reviews and approves, all required information, Customer’s Account will be
available to Customer on a preliminary basis only, and Prime Trust may terminate it at any time and for
any reason.
2.2 Representative Authorization. Customer and Representative individually affirm to Prime Trust
that (a) Representative is authorized to provide the information described in Section 2.1 (Account
Registration) on behalf of Customer and to bind Customer to the Agreement, and (b) Representative is an
executive officer, senior manager or otherwise has significant responsibility for the control, management,
or direction of Customer’s business. Customer or Representative agrees to provide additional information
or documentation demonstrating Representative’s authority as requested by Prime Trust. Without the
express written consent of Prime Trust, neither Customer nor Representative may register or attempt to
register for an Account(s) on behalf of a user Prime Trust previously terminated from use of the Prime
Trust Services. If Customer is a sole proprietor, Customer and Representative also affirm that
Representative is personally responsible and liable for Customer’s use of the Prime Trust Services and
Customer’s obligations to its customers, including payment of any amounts owed under the Agreement.
2.3 Registration Information Updates. Customer will keep its Account information current. Customer
shall promptly update Prime Trust with any changes affecting Customer, the nature of its business
activities, Representatives, beneficial owners, principals, or any other pertinent information. Prime Trust
may suspend Customer’s Account(s) or terminate the Agreement or applicable Service Schedule if
Customer fails to keep this information current. Customer also shall promptly notify Prime Trust in
writing no more than three (3) days after any of the following occurrences: (a) Customer is the subject of
any voluntary or involuntary bankruptcy or insolvency application, petition or proceeding, receivership,
or similar action (any of the foregoing, a “Bankruptcy Proceeding”); (b) there is an adverse change in
Customer’s financial condition; (c) there is a planned or anticipated liquidation or substantial change in
the basic nature of Customer’s business; (d) Customer transfers or sells 25% or more of Customer’s total

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assets, or there is any change in the control or ownership of Customer’s business or parent entity; or (e)
Customer receives a judgment, writ or warrant of attachment or execution, lien or levy against 25% or
more of Customer’s total assets.
3.

ACCESS RIGHTS

3.1 Right to Use. Prime Trust will provide the Prime Trust Services to Customer as set forth in the Order
Form and/or SOW and applicable Service Schedule(s) and Attachment(s). Subject to the terms and
conditions of the Agreement, Prime Trust grants to Customer a worldwide, limited, non-exclusive, nontransferable right and license during the Term, solely for its and its Affiliates’ internal business purposes,
and in accordance with the Documentation, to: (a) access and use the Prime Trust Services; (b) implement,
configure, and through its Account Administrator, permit its Authorized Users to access and use the Prime
Trust Services; and (c) access and use the Documentation. Customer will ensure that its Affiliates and all
Authorized Users using the Prime Trust Services under its Account comply with all of Customer’s
obligations under the Agreement, and Customer is responsible for their acts and omissions relating to the
Agreement as though they were those of Customer. A Customer Affiliate may enter into an Order Form or
SOW directly with Prime Trust under this MSA by a mutually executed Order Form or SOW that references
this MSA subject to such Customer Affiliate providing all information required to be provided pursuant to
Section 2.1 (Account Registration) and approval by Prime Trust of such Customer Affiliate. In such event:
(i) the Customer Affiliate will be bound by this MSA and will be fully responsible for its liabilities and
obligations under the applicable Order Form or SOW; and (ii) all references to “Customer” in the
Agreement will be deemed references to the Customer Affiliate set forth on the Order Form or SOW for
purposes of defining the rights and obligations of the Parties hereunder.
3.2 Restrictions. Customer shall not, and shall not permit its Authorized Users, End-Users or others
under its control, to use, or allow the use of, the Prime Trust Services in violation of Section 14.7 (Trade
Restrictions) or Prohibited Use, Prohibited Business and Conditional Use as set forth in Appendix 1.
3.3 Suspension of Access and/or Use. Prime Trust may suspend any access to and/or use of the Prime
Trust Services or remove or disable any Account and/or Authorized User that Prime Trust reasonably and
in good faith believes (a) violates the terms or intent of the Agreement, (b) is necessary to prevent or
eliminate difficulties in the operation of the Prime Trust Services, (c) will harm Prime Trust’s reputation,
or (d) is necessary to prevent potential litigation or other controversies. Prime Trust will use commercially
reasonable efforts to notify Customer prior to any such suspension or disablement, unless Prime Trust
reasonably believes that: (i) it is prohibited from doing so under Applicable Laws or under legal process
(such as court or government administrative agency processes, orders, mandates, and the like); or (ii) it is
necessary to delay notice in order to prevent imminent harm to the Prime Trust Services or a third party.
Under circumstances where notice is delayed, Prime Trust will provide notice if and when the related
restrictions in the previous sentence no longer apply.
3.4 Third-Party Services. Customer may choose to obtain Third-Party Services from third parties
(“Third-Party Provider”) and/or Prime Trust (for example, through a reseller arrangement or otherwise).
Any acquisition by Customer of Third-Party Services is solely between Customer and the applicable
Third-Party Provider and Prime Trust does not warrant, support, or assume any liability or other
obligation with respect to such Third-Party Services, unless expressly provided otherwise in the Order
Form or the Agreement. In the event Customer chooses to integrate or interoperate Third-Party Services
with Prime Trust Services in a manner that requires Prime Trust or the Prime Trust Services to exchange
Customer Data with such Third-Party Service or Third-Party Provider, Customer: (a) grants Prime Trust
permission to allow the Third-Party Service and Third-Party Provider to access Customer Data and
information about Customer’s usage of the Third-Party Services as appropriate and necessary to enable
the interoperation of that Third-Party Service with the Prime Trust Services; (b) acknowledges that any

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exchange of data between Customer and any Third-Party Service is solely between Customer and the
Third-Party Provider and is subject to the Third-Party Provider’s terms and conditions governing the use
and provision of such Third-Party Service (the presentation and manner of acceptance of which is
controlled solely by the Third-Party Provider); and (c) agrees that Prime Trust is not responsible for any
disclosure, modification or deletion of Customer Data resulting from access to such data by Third-Party
Services and Third-Party Providers.
3.5. Transactions. Customer acknowledges and agrees that (a) Prime Trust is not responsible for the
products or services that Customer publicizes or sells; (b) Customer is solely responsible for the nature
and the quality of the products or services Customer provides, supports and for any other ancillary
services Customer provides; and (c) Customer is solely responsible for any losses Customer or its EndUsers incur due to erroneous or fraudulent Transactions in connection with Customer’s use of the Prime
Trust Services.
4.

OWNERSHIP

4.1 Prime Trust Services. Prime Trust, its Affiliates, or its licensors own all right, title, and interest in
and to any and all copyrights, trade secrets, trademark rights, patent rights, database rights, and other
intellectual property or other rights in and to the Prime Trust Services, Documentation, Usage Data,
Derived Data, any improvements, design contributions, or derivative works thereto, and any knowledge
or processes related thereto (including any machine learning algorithms output from the Prime Trust
Services) and/or provided hereunder. Unless otherwise specified in the applicable SOW, all deliverables
provided by or for Prime Trust in the performance of Professional Services, excluding Customer Data and
Customer Confidential Information, are owned by Prime Trust and constitute part of the Prime Trust
Service(s) under the Agreement.
4.2 Feedback. Prime Trust encourages Customer to provide suggestions, proposals, ideas,
recommendations, or other feedback regarding improvements to Prime Trust Services and related
resources (“Feedback”). To the extent Customer provides Feedback, Customer grants to Prime Trust and
its Affiliates a royalty-free, fully paid, sub-licensable, transferable (notwithstanding Section 14.2
(Assignability)), non-exclusive, irrevocable, perpetual, worldwide right and license to make, use, sell,
offer for sale, import, and otherwise exploit Feedback (including by incorporation of such feedback into
the Prime Trust Services) without restriction. Customer shall ensure that: (a) Feedback does not identify
Customer, its Affiliates, or Authorized Users, or include any Confidential Information; and (b) Customer
has obtained requisite authorization from any Authorized User or other third party to grant the license
described herein. For the avoidance of doubt, Feedback does not constitute Customer Confidential
Information.
5.

SECURITY AND CUSTOMER DATA

5.1 Information Security. Prime Trust will use commercially reasonable security technologies in
providing the Prime Trust Services. Prime Trust has implemented and will maintain appropriate technical
and organizational measures, including information security policies and safeguards, designed to preserve
the security, integrity, and confidentiality of Customer Data and to protect against unauthorized or
unlawful disclosure or corruption of or access to such data (the “Information Security Program”). As
part of the Information Security Program, (a) Prime Trust utilizes commercial-grade data center service
providers in the provision of Prime Trust Services that maintain on-site security operation that is
responsible for all physical data center security functions and formal physical access procedures in
accordance with PCI DSS, ISO 27001 and SOC 2, or equivalent, standards, (b) Prime Trust maintains
system security, vulnerability management, application backups, managed firewalls and DDoS mitigation,
and (c) Prime Trust secures data through using AES-256 encryption for sensitive data and SSL encryption

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for all database connections. However, no Information Security Program or security system is
impenetrable and Prime Trust cannot guarantee that unauthorized parties will never be able to defeat
Prime Trust’s security measures or misuse any Customer Data in Prime Trust’s possession. Customer
provides Customer Data and Confidential Information to Prime Trust with the understanding that any
security measures Prime Trust provides may not be appropriate or adequate for Customer’s business, and
Customer agrees to implement security controls and any additional controls that meet Customer’s specific
requirements. In Prime Trust’s sole discretion, Prime Trust may take any action, including suspension of
the Account(s) and/or access to Prime Trust Services, to maintain the integrity and security of the Prime
Trust Services or Customer Data, or to prevent harm to Customer or others. Customer waives any right to
make a claim against Prime Trust for losses Customer incurs that may result from such actions.
5.2 Privacy Policy. Customer acknowledges the most current, then in effect, Prime Trust Privacy
Policy (located at: https://www.primetrust.com/legal/privacy-policy), which may be updated from time to
time without prior notice or liability (“Privacy Policy”). In the event of any conflict between any terms or
provisions of the Privacy Policy and the terms and provisions of the Agreement, the applicable terms and
provisions of the Agreement shall control.
5.3 Customer’s Security. Customer is responsible for the security of any data on its website, servers, in
its possession, or that the Customer is otherwise authorized to access or handle. Customer is responsible
for implementing access and use controls and configuring certain features and functionalities of the Prime
Trust Services that Customer may elect to use in the manner that Customer deems adequate to maintain
appropriate security, confidentiality, and integrity. Further, Customer must notify Prime Trust within
twenty-four (24) hours after becoming aware of: (a) any suspected or actual data security breach; or (b)
any noncompliance by Customer with the security requirements set forth herein. Customer shall, at its
own expense, perform or cause to be performed (a) an independent investigation of any data security
breach of card or Transaction data by an authorized assessor acceptable to Prime Trust; (b) take all such
remedial actions recommended by such investigation, Prime Trust or Network; and (c) cooperate with
Prime Trust in the investigation and resolution of any security breach.
5.4 Customer Data. Customer is responsible for Customer Data (including Customer personal data) as
entered into, supplied or used by Customer and its Authorized Users in the Prime Trust Services. Further,
Customer is solely responsible for determining the suitability of the Prime Trust Services for Customer's
business and complying with any applicable data privacy and protection regulations, laws or conventions
applicable to Customer Data and Customer’s use of the Prime Trust Services. Customer grants to Prime
Trust the non-exclusive right to process Customer Data (including personal data) for the sole purpose of
and only to the extent necessary for Prime Trust: (a) to provide the Prime Trust Services; (b) to verify
Customer’s compliance with the restrictions set forth in Section 3.2 (Restrictions) if Prime Trust has a
reasonable belief of Customer’s non-compliance; and (c) as otherwise set forth in the Agreement.
5.5 Usage Data. Prime Trust may collect and use data, information, or insights generated or derived
from the use of the Prime Trust Services (“Usage Data”) for its business purposes, including industry
analysis, benchmarking, analytics, marketing, and developing, training and improving its products and
services. Customer consents to all actions taken by Prime Trust with respect to such Usage Data in
compliance with Prime Trust’s Privacy Policy. For the avoidance of doubt, Prime Trust may create
derivative works of Customer Data to create aggregate statistical and database compilations (“Derived
Data”).
6.

PAYMENT OF FEES

6.1 Fees. Except as expressly set forth in the applicable Order Form or SOW, Customer will pay all fees
without offset or deduction, payable as set forth in the Order Form or SOW (“Fees”) in accordance with

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the following: (a) Fees for setup are non-refundable; (b) Fees and other penalties, fines or other
reimbursements under Section 6.2 (Penalties, Fines; Third-Party Fees) are due on the first of the month
following the month in which the Fees are incurred by Customer; (c) for Professional Services the first
invoice will coincide with the effective date of a SOW; (d) payment for Professional Services will be due
within seven (7) days from the date of the invoice; (e) Prime Trust is hereby authorized, at its option, in
its sole discretion, to electronically debit the Customer Custody Account(s) for payment of Fees and
expenses, including charging any linked credit or debit card, pulling funds from any linked bank account,
or liquidating any of the Custodial Property (as defined in the Service Schedule for Prime Trust Custodial
Services); and (f) all amounts will be denominated and payable in the currency specified in the Order
Form and/or SOW. Unless otherwise agreed to by the Parties and expressly noted in the Order Form
and/or SOW, any invoices for Fees or penalties, fines or other reimbursements under Section 6.2
(Penalties, Fines; Third-Party Fees) will be sent to Customer via email. Upon execution by Customer and
Prime Trust, each Order Form and/or SOW is non-cancellable and non-refundable except as provided in
the Agreement, and the Term as set forth in the Order Form for Prime Trust Services is a continuous and
non-divisible commitment for the full duration of the Term regardless of any invoice schedule. Prime
Trust may revise the Fees at any time. However, the revisions will not affect any charges for prior periods
and Prime Trust will provide Customer with notice before revisions become effective.
6.2. Penalties, Fines; Third-Party Fees. In addition to the Fees, (a) Customer is responsible for any
penalties or fines imposed in relation to the Account(s) resulting from Customer’s or End-User’s use of
Prime Trust Services in a manner not permitted by the Agreement or applicable rules and regulations; and
(b) Customer agrees to reimburse Prime Trust for any expenses by a third party in performing services on
behalf of Customer that include but are not limited to transfer agent fees, legal fees, accounting fees, tax
preparation fees, notary fees, exchange fees, brokerage fees, bank fees, blockchain settlement fees, at a
cost plus 25% (excluding broker-dealer commissions) rate and that no prior approval is required from
Customer in incurring such expense(s).
6.3 Late Charges; Attorneys’ Fees. In addition to all other remedies that may be available, Prime
Trust may assess late charges equal to the lesser of one and one-half percent (1.5%) of the unpaid balance
per month calculated daily and compounded monthly or the highest rate permitted by applicable law and
may be applied as a first lien on any Custodial Property (as defined in the Service Schedule for Prime
Trust Custodial Services). Customer will be responsible for any reasonable attorneys’ fees, costs, and
expenses incurred by Prime Trust to collect any amounts that are not paid when due. If Customer fails to
timely pay any amounts due under the Agreement, then without limitation of any of its other rights or
remedies, Prime Trust may suspend performance of those Prime Trust Services until Prime Trust receives
all past due amounts from Customer.
7.

TAXES

7.1 Tax Responsibility. All payments required by the Agreement are stated exclusive of all taxes,
duties, levies, imposts, fines or similar governmental assessments, including sales and use taxes, valueadded taxes (“VAT”), goods and services taxes (“GST”), excise, business, service, and similar
transactional taxes imposed by any jurisdiction and the interest and penalties thereon (collectively,
“Taxes”). Without limiting the foregoing, Customer shall be responsible for and bear Taxes associated
with its purchase of, payment for, access to or use of the Prime Trust Services. Taxes shall not be
deducted from the payments to Prime Trust, except as required by law, in which case Customer shall
increase the amount payable as necessary so that after making all required deductions and withholdings,
Prime Trust receives and retains (free from any Tax liability) an amount equal to the amount it would
have received had no such deductions or withholdings been made. If Customer claims tax exempt status
for amounts due under the Agreement, it shall provide Prime Trust with a valid tax exemption certificate
(authorized by the applicable governmental authority) to avoid application of Taxes to Customer’s

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invoice. Each Party is responsible for and shall bear Taxes imposed on its net income. Customer hereby
confirms that Prime Trust can rely on address set forth in the Order Form(s) or SOW Customer places
directly with Prime Trust as being the place of supply for Tax purposes. The Parties’ obligations under
this Section 7.1 (Tax Responsibility) shall survive the termination or expiration of the Agreement.
7.2 Substitute IRS Form W-9 Taxpayer Identification Number Certification, Backup Withholding
Statement.
(a) Prime Trust: Under penalties of perjury, Prime Trust hereby certifies that (i) the Prime Trust Taxpayer
Identification Number shown below is correct, (ii) Prime Trust is not subject to backup withholding, and
(iii) Prime Trust is a U.S. entity.
Company Name: Prime Trust, LLC
Attention: Chief Financial Officer
Address: 330 S. Rampart Blvd., Suite 260, Summerlin, NV 89145
Tax ID Number (EIN): 81-2236823
[X] We are exempt from backup withholding.
(b) Customer: Under penalties of perjury, Customer hereby certifies that (i) the tax identification number
provided to Prime Trust by Customer, if Customer is a U.S. Person, is the correct taxpayer identification
number, and (ii) Customer is not subject to backup withholding because: (x) Customer is exempt from
backup withholding, or, (y) Customer has not been notified by the Internal Revenue Service (IRS) that it
is subject to backup withholding. Customer agrees to immediately inform Prime Trust in writing if it has
been, or at any time in the future is notified by the IRS that Customer is subject to backup withholding.
Customer acknowledges and agrees that failing to provide accurate information may result in civil
penalties.
8.

TERM AND TERMINATION

8.1 Term. The term of an Order Form and any associated Service Schedule(s) is the period of time,
including all renewals thereto, that begins on the Order Start Date and, unless terminated sooner as
provided herein, will continue until the Order End Date, both dates as specified on the Order Form (the
“Term”). In the case of a SOW for Professional Services, if no end date is specified in the SOW, then the
SOW shall expire upon completion of Professional Services or early termination as permitted by the
Agreement. The term of this MSA shall continue as long as an Order Form or SOW referencing or
incorporated into this MSA remains valid and in effect. Termination or expiration of any Order Form or
SOW shall leave other Order Forms or SOWs unaffected.
8.2 Termination for Breach; Termination for Insolvency. If either Party commits a material breach
or default in the performance of any of its obligations under the Agreement, then the other Party may
terminate the Agreement in its entirety by giving the defaulting Party written notice of termination, unless
the material breach or default in performance is by Prime Trust and not cured within thirty (30) days after
Prime Trust receives notice thereof. If Customer commits numerous breaches of its duties or obligations,
Prime Trust may terminate the Agreement in its entirety by giving the Customer written notice of
termination. Prime Trust may terminate the Agreement in its entirety upon written notice if the Customer
becomes the subject of a Bankruptcy Proceeding, in any jurisdiction.
8.3 Termination for Harmful Activities. Prime Trust may terminate the Agreement in its entirety if, at
any time during the Term, Customer or any of its Authorized Users or End-users are conducting activities
that Prime Trust reasonably determines are materially harmful to relationships with its federal or state
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8.4 Termination for Regulatory Requirement. Prime Trust may terminate the Agreement following
direction from any Regulatory Authority or any other authority with regulatory supervision over Prime
Trust or any Program, to cease or materially limit the exercise or performance of Prime Trust’s rights or
obligations under the Agreement.
8.5 Agreement Subject to Applicable Law. If (a) Prime Trust has been advised by legal counsel of a
change in Applicable Law or any judicial decision of a court having jurisdiction over Prime Trust,
Customer, Authorized Users or End-Users, or any interpretation of a Regulatory Authority that, in the
view of such legal counsel, would have a materially adverse effect on a Program, the rights or obligations
of Prime Trust under the Agreement or the financial condition of Prime Trust; (b) Prime Trust receives a
Supervisory Objection or lawful written request of any Regulatory Authority having jurisdiction over
Prime Trust, Customer, Authorized Users or End-Users, including any letter or directive of any kind from
any such Regulatory Authority, that prohibits or restricts Prime Trust from carrying out its obligations
under the Agreement; (c) Prime Trust has been advised by legal counsel that there is a material risk that
Prime Trust’s continued performance under the Agreement would violate Applicable Law or otherwise
possess an unsafe or unsound practice; (d) any Regulatory Authority shall have determined and notified
Prime Trust that the arrangement between the Parties contemplated by the Agreement constitutes an
unsafe or unsound banking practice or is in violation of Applicable Law; or (e) a Regulatory Authority
has commenced an investigation or action against a Party which Prime Trust, in its reasonable judgment,
determines that it threatens such Party’s ability to perform its obligations under the Agreement; then, in
each case, the Parties shall meet and consider in good faith any modifications, changes or additions to the
Program(s) and/or the Agreement that may be necessary to eliminate such result. Notwithstanding any
other provision of the Agreement, if the Parties, after using commercially reasonable efforts, are unable to
reach agreement regarding modifications, changes or additions to the Program or the Agreement after the
Parties initially meet, Prime Trust may terminate the impacted Program or the Agreement upon written
notice to Customer and without payment of a termination fee or other penalty. Prime Trust shall be able to
suspend performance of its obligations under the Agreement, or require Customer to suspend its
performance of its obligations under the Agreement, if (i) any event described in Section 8.5 (Agreement
Subject to Applicable Law) above occurs and (ii) Prime Trust reasonably determines that continued
performance hereunder may result in a fine, penalty or other sanction being imposed by the applicable
Regulatory Authority, or in material civil liability. For the avoidance of doubt, nothing in this Section 8.5
(Agreement Subject to Applicable Law) shall obligate a Party to disclose, share, or discuss any
information to the extent prohibited by Applicable Law or a Regulatory Authority.
8.6 Post-Termination Obligations. If the Agreement expires or is terminated for any reason: (a)
Customer will pay to Prime Trust any amounts that have accrued before, and remain unpaid as of, the
effective date of the expiration or termination; (b) any and all liabilities of either Party to the other Party
that have accrued before the effective date of the expiration or termination will survive; (c) licenses and
use rights granted to Customer with respect to the Prime Trust Services and related intellectual property
will immediately terminate; (d) Prime Trust’s obligation to provide any further Prime Trust Services to
Customer under the Agreement will immediately terminate, except any such Prime Trust Services that are
expressly to be provided following the expiration or termination of the Agreement; and (e) the Parties’
rights and obligations under Sections 5.4, 7.1, 8.6, 9.3, and 11 through 14 will survive.
9.

WARRANTIES AND DISCLAIMERS

9.1 Customer Warranties. Customer represents and warrants that: (i) Customer, Authorized Users, and
End-Users meet the requirements for the legal age of majority in the applicable jurisdiction(s); (ii)
Customer, Authorized Users, and End-Users are not barred by the laws of the United States or the
Applicable Laws of another country from accessing and using the Prime Trust Services; (iii) that

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Customer shall provide (and keep up to date) information that is truthful, accurate and complete; (iv) if
Customer is a business entity, then the Customer business entity is in good standing in its state, region or
country of formation and has obtained or filed all requisite certifications, authorizations or licenses to
offer its services in the jurisdictions where it does business; and Customer agrees to produce written
evidence of such authority and good standing if requested by Prime Trust; (v) Customer will comply with
all Applicable Laws to access and use the Prime Trust Services, and perform its obligations under this
Agreement; and (vi) Customer, Authorized Users and End-Users will not use the Prime Trust Services,
directly, or indirectly for any fraudulent or illegal undertaking, or in any manner that interferes with the
normal operation of the Prime Trust Services.
9.2 Mutual Warranties. Each Party represents and warrants that: (a) the Agreement has been duly
executed and delivered and constitutes a valid and binding agreement enforceable against it in accordance
with the terms of the Agreement; and (b) no authorization or approval from any third party is required in
connection with its execution of the Agreement.
9.3 DISCLAIMER. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES
STATED IN THE AGREEMENT, PRIME TRUST SPECIFICALLY DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PRIME TRUST
SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, TITLE, AND NON-INFRINGEMENT,
AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE
PRACTICE. PRIME TRUST MAKES NO WARRANTY OF ANY KIND THAT THE PRIME TRUST
SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET
CUSTOMER’S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH
ANY OF CUSTOMER’S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES,
OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR
THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. PRIME TRUST DOES NOT
WARRANT AGAINST INTERFERENCE WITH THE USE OF THE PRIME TRUST SERVICES OR
SOFTWARE OR AGAINST INFRINGEMENT. PRIME TRUST EXPRESSLY DISCLAIMS ANY
AND ALL LIABILITY ARISING OUT OF THE FLOW OF DATA AND DELAYS ON THE
INTERNET. CUSTOMER WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY
REPRESENTATION OR WARRANTY ON BEHALF OF PRIME TRUST TO ANY THIRD PARTY.
PRIME TRUST’S ACCESS TO AND USE OF THE PRIME TRUST SERVICES ARE AT
CUSTOMER’S OWN RISK. CUSTOMER UNDERSTANDS AND AGREES THAT THE PRIME
TRUST SERVICES ARE PROVIDED TO IT ON AN “AS IS” AND “AS AVAILABLE” BASIS.
PRIME TRUST WILL NOT BE LIABLE TO CUSTOMER FOR ANY DAMAGES RESULTING
FROM CUSTOMER’S RELIANCE ON OR USE OF THE PRIME TRUST SERVICES.
10.

THIRD-PARTY CLAIMS

10.1 Indemnities. Customer will defend, indemnify and hold harmless, in accordance with Section 10.2
(Procedures), Prime Trust, its Affiliates, employees, directors, officers, agents, members, shareholders,
partners, vendors, successors and assigns and representatives (together, the “Prime Trust Indemnified
Parties”) from and against, any (a) third-party claim (including claims from Authorized Users or EndUsers); (b) third-party legal action (including legal actions from Authorized Users or End-Users); or (c)
administrative agency action or proceeding (each, a “Claim”) to the extent arising from: (i) use or misuse
of the Prime Trust Services by Customer, its Authorized Users or End-Users; (ii) any breach by Customer
of its obligations under the Agreement; (iii) Customer’s violation of any Applicable Laws or the rights of
any third party; (iv) Customer’s failure to provide true and accurate information in connection with the
registration process or any failure to promptly update such information; (v) the nature and content of all

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Customer Data processed by the Prime Trust Services; or (vi) gross negligence, willful misconduct or
fraudulent acts or omissions of Customer or its Authorized Users or End-Users.
10.2 Procedures. Prime Trust will (a) give Customer prompt written notice of the Claim, except that
the failure to provide prompt notice will only limit Customer’s indemnification obligations to the extent
the Customer is prejudiced by the delay or failure; (b) permit Customer to assume control over the
defense and settlement of the Claim; and (c) provide assistance in connection with the defense and
settlement of the Claim, as the Customer may reasonably request. Customer will indemnify the Prime
Trust Indemnified Parties against: (i) all damages, costs, and attorneys’ fees finally awarded against any
of the Prime Trust Indemnified Parties with respect to any Claim; (ii) all out-of-pocket costs (including
reasonable attorneys’ fees) reasonably incurred by any of the Prime Trust Indemnified Parties in
connection with the defense of the Claim (other than attorneys’ fees and costs incurred without the
Customer’s consent after it has accepted defense of such Claim); and (iii) all amounts that the Customer
agreed to pay to any third party in settlement of any Claims arising under this Section 10 (Third-Party
Claims) and settled by the Customer or with its approval. Customer shall not, without Prime Trust’s prior
written consent, agree to any settlement on behalf of Prime Trust which includes either the obligation to
pay any amounts, or any admissions of liability, whether civil or criminal, on the part of any of Prime
Trust.
11.

LIMITATION OF LIABILITY

11.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW,
UNDER NO CIRCUMSTANCES, AND REGARDLESS OF THE NATURE OF THE CLAIM, SHALL
PRIME TRUST (OR ITS AFFILIATES) BE LIABLE TO THE CUSTOMER FOR LOSS OF PROFITS,
SALES OR BUSINESS, LOSS OF ANTICIPATED SAVINGS, LOSS OF USE OR CORRUPTION OF
SOFTWARE, DATA OR INFORMATION, WORK STOPPAGE OR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, SPECIAL, COVER, PUNITIVE, OR EXEMPLARY DAMAGES ARISING
OUT OF OR RELATED TO THE AGREEMENT, EVEN IF APPRISED OF THE LIKELIHOOD OF
SUCH LOSSES. OR DAMAGE AND REGARDLESS OF THE FORM OF ACTION. THIS INCLUDES
ANY LOSSES OR PROBLEMS OF ANY TYPE RESULTING FROM INCIDENTS OUTSIDE OF
PRIME TRUST’S DIRECT CONTROL, INCLUDING BUT NOT LIMITED TO ERRORS, HACKS,
THEFT OR ACTIONS OF ISSUERS, TRANSFER AGENTS, SMART CONTRACTS,
BLOCKCHAINS AND INTERMEDIARIES OF ALL TYPES.
11.2 Limitation of Liability. TO THE EXTENT PERMITTED BY LAW, THE TOTAL,
CUMULATIVE LIABILITY OF PRIME TRUST (AND ITS AFFILIATES) ARISING OUT OF OR
RELATING TO THE PRIME TRUST SERVICES PROVIDED PURSUANT TO THE AGREEMENT
WILL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE PRIME TRUST
TECHNOLOGY LICENSE FEE UNDER THE APPLICABLE ORDER FORM OR SERVICES UNDER
THE APPLICABLE SOW OUT OF WHICH LIABILITY AROSE, DURING THE TWELVE (12)
MONTH PERIOD PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY. THE
FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT, TORT
(INCLUDING NEGLIGENCE), BREACH OF STATUTORY DUTY, OR ANY OTHER LEGAL OR
EQUITABLE THEORY.
11.3 Independent Allocations of Risk. Each provision of the Agreement that provides for a limitation
of liability, disclaimer of warranties, or exclusion of damages represents an agreed allocation of the risks
of the Agreement between the Parties. This allocation is reflected in the pricing offered by Prime Trust to
Customer and is an essential element of the basis of the bargain between the Parties. Each of these
provisions is severable and independent of all other provisions of the Agreement, and each of these
provisions will apply even if the warranties in the Agreement have failed of their essential purpose.

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CONFIDENTIALITY

12.1 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the
Confidential Information of the disclosing Party solely for the purpose for which it is provided; (b) not
disclose such Confidential Information to a third party, except on a need-to-know basis to its Affiliates,
attorneys, auditors, consultants, and service providers who are under confidentiality obligations at least as
restrictive as those contained herein; and (c) protect such Confidential Information from unauthorized use
and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its
own Confidential Information of a similar nature.
12.2 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the
disclosing Party, Recipient will give prompt written notice to the disclosing Party before making the
disclosure, unless prohibited from doing so by legal or administrative process, and cooperate with the
disclosing Party to obtain where reasonably available an order protecting the Confidential Information
from public disclosure.
12.3 Ownership. Recipient acknowledges that, as between the Parties, all Confidential Information it
receives from the disclosing Party, including all copies thereof in Recipient’s possession or control, in any
media, is proprietary to and exclusively owned by the disclosing Party. Nothing in the Agreement grants
Recipient any right, title or interest in or to any of the disclosing Party’s Confidential Information.
Recipient’s incorporation of the disclosing Party’s Confidential Information into any of its own materials
will not render Confidential Information non-confidential.
12.4 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 12
(Confidentiality) may cause irreparable, non-monetary injury to the disclosing Party, the extent of which
may be difficult to ascertain. Accordingly, the disclosing Party is entitled to (but not required to) seek
injunctive relief in addition to all remedies available to the disclosing Party at law and/or in equity, to
prevent or mitigate any breaches of the Agreement or damages that may otherwise result from those
breaches. Absent written consent of the disclosing Party to the disclosure, the Recipient, in the case of a
breach of this Section 12 (Confidentiality), has the burden of proving that the disclosing Party’s
Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does
not otherwise violate this Section 12 (Confidentiality).
13.

GOVERNING LAW AND VENUE

13.1 Binding Arbitration, Applicable Law and Venue, Attorneys Fees. The Agreement is governed
by, and will be interpreted and enforced in accordance with the laws of the State of Nevada without
regard to principles of conflict of laws. Any claim or dispute arising under the Agreement may only be
brought in arbitration, with venue in Clark County, Nevada. Such action will be pursuant to the rules of
the American Arbitration Association under its Commercial Arbitration Rules subject to one arbitrator.
Customer and Prime Trust each agree to this method of dispute resolution, as well as jurisdiction, and to
this being a convenient forum for any such claim or dispute and waives any right it may have to object to
either the method or jurisdiction for such claim or dispute. In the event of any dispute among the Parties,
the prevailing Party shall be entitled to recover damages plus reasonable costs and attorney’s fees and the
decision of the arbitrator shall be final, binding and enforceable in any court. Notwithstanding anything
hereunder and/or whatever provided by the applicable laws, regulations and/or arbitration rules, both
Parties expressly agree and confirm to exclude any confidentiality obligations on either Party during
and/or in relation to the arbitration proceedings mentioned hereunder.

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GENERAL

14.1 Relationship. The Parties are independent contractors. The Agreement does not create a
partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties.
Except as set forth in the Agreement, nothing in the Agreement, expressed or implied is intended to give
rise to any third-party beneficiary.
14.2 Assignability. Neither Party may assign its rights or obligations under the Agreement without the
other Party’s prior written consent. Notwithstanding the foregoing, either Party may assign its rights and
obligations under the Agreement to an Affiliate as part of a reorganization, merger, consolidation or
otherwise by operation of law, or to a purchaser of its business entity or substantially all of its assets or
business to which rights and obligations pertain without the other Party’s consent, provided that: (a) the
purchaser is not insolvent or otherwise unable to pay its debts as they become due; (b) the purchaser is not
a competitor of the other Party; (c) any assignee is bound hereby; and (d) if assigned by Customer, subject
to such Customer assignee providing all information required to be provided pursuant to Section 2.1
(Account Registration) and approval by Prime Trust of such Customer assignee. Other than the foregoing,
any attempt by either Party to transfer its rights or obligations under the Agreement will be void. The
Agreement will be binding upon and will inure to the benefit of the proper successors and assigns.
14.3 Notices. Any notice required or permitted to be given in accordance with the Agreement will be
effective only if it is in writing and sent using: (a) personal delivery; (b) certified or registered mail; (c)
email; or (d) a nationally recognized overnight courier, to the appropriate Party at the address set forth on
the Order Form, with a copy, in the case of Prime Trust, to Legal@primetrust.com. Each Party hereto
expressly consents to service of process by registered mail. Either Party may change its address for
receipt of notice by notice to the other Party through a notice provided in accordance with this Section
14.3 (Notices). Notices are deemed given upon receipt if delivered using personal delivery, two (2)
business days following the date of mailing, or one (1) business day following delivery to a courier or
email.
14.4 Electronic Signature and Communications Notice and Consent. Each Party hereby agrees that
all current and future notices, confirmations and other communications regarding the Agreement
specifically, and future communications in general between the Parties, may be made by email, sent to the
email address of record, without necessity of confirmation of receipt, delivery or reading, and such form
of electronic communication is sufficient for all matters regarding the relationship between the Parties. If
any such electronically-sent communication fails to be received for any reason, including but not limited
to such communications being diverted to the recipients’ spam filters by the recipient’s email service
provider, or due to a recipients’ change of address, or due to technology issues by the recipient’s service
provider, the Parties agree that the burden of such failure to receive is on the recipient and not the sender,
and that the sender is under no obligation to resend communications via any other means, including but
not limited to postal service or overnight courier, and that such communications shall for all purposes,
including legal and regulatory, be deemed to have been delivered and received. No physical, paper
documents will be sent to Customer, and if Customer desires physical documents then it agrees to be
satisfied by directly and personally printing, at Customer’s own expense, either the electronically-sent
communication(s) or the electronically available communications by logging on to Customer’s Account
and then maintaining such physical records in any manner or form that Customer desires.
14.5 Counterparts; Email; Signatures. The Agreement may be executed in counterparts, each of
which will be deemed an original and all of which, taken together, will constitute one and the same

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instrument, binding on each signatory thereto. The Agreement may be executed by signatures,
electronically or otherwise, delivered by email, and a copy hereof that is properly executed and delivered
by a Party will be binding upon that Party to the same extent as an original executed version hereof.
14.6 Force Majeure. In the event that either Party is prevented from performing, or is unable to
perform, any of its obligations under the Agreement due to any cause beyond the reasonable control of the
Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood,
hurricane, riots, pandemic, acts of God, telecommunications outage not caused by the obligated Party, or
other similar causes) (“Force Majeure Event”), the affected Party’s performance will be excused and the
time for performance will be extended for the period of delay or inability to perform due to such
occurrence; provided that the affected Party: (a) provides the other Party with prompt notice of the nature
and expected duration of the Force Majeure Event; (b) uses commercially reasonable efforts to address
and mitigate the cause and effect of such Force Majeure Event; (c) provides periodic notice of relevant
developments; and (d) provides prompt notice of the end of such Force Majeure Event. Delays in
fulfilling the obligations to pay hereunder are excused only to the extent that payments are entirely
prevented by the Force Majeure Event. However, nothing in this Section 14.6 (Force Majeure) will affect
or excuse a Party’s liabilities or a Party’s obligation to pay Fees, fines, disputes, refunds, reversals, or
returns under the Agreement.
14.7 Trade Restrictions. The Prime Trust Services, Documentation, and the provision and any
derivatives thereof are subject to the export control and sanctions laws and regulations of the United
States and other countries that may prohibit or restrict access by certain Persons or from certain countries
or territories (“Trade Restrictions”).
(a) Each Party shall comply with all applicable Trade Restrictions in performance of the Agreement. For
the avoidance of doubt, nothing in the Agreement is intended to induce or require either Party to act in
any manner which is penalized or prohibited under any applicable laws, rules, regulations or decrees.
(b) Customer represents that it is not a Restricted Party. “Restricted Party" means any Person that is: (i)
located or organized in a country or territory subject to comprehensive U.S. sanctions (currently including
Cuba, Crimea, Iran, North Korea, Syria) (“Sanctioned Territory”); (ii) owned or controlled by or acting
on behalf of the government of a Sanctioned Territory; (iii) an entity organized in or a resident of a
Sanctioned Territory; (iv) identified on any list of restricted parties targeted under U.S., EU or multilateral
sanctions, including, but not limited to, the U.S. Department of the Treasury, Office of Foreign Assets
Control’s (“OFAC” ) List of Specially Designated Nationals and Other Blocked Persons, the OFAC
Sectoral Sanctions List, the U.S. State Department's Nonproliferation Sanctions and other lists, the U.S.
Commerce Department’s Entity List or Denied Persons List located
at https://www.export.gov/article?id=Consolidated-Screening-List, the consolidated list of persons,
groups and entities subject to EU financial sanctions from time to time; or (v) owned or controlled by, or
acting on behalf of, any of the foregoing.
(c) Customer acknowledges and agrees that it is solely responsible for complying with, and shall comply
with, Trade Restrictions applicable to any of its own or its Affiliates’ or Authorized Users’ or End-Users
or customers’ content or Customer Data transmitted through the Prime Trust Services. Customer shall not
and shall not permit any Authorized User or End-User to access, use, or make the Prime Trust Services
available to or by any Restricted Party or to or from within any Sanctioned Territory.
14.8 Anti-Corruption. In connection with the Prime Trust Services performed under the Agreement
and Customer’s or Authorized Users’ or End-Users’ use of the Prime Trust Services, the Parties agree to
comply with all applicable anti-corruption and anti-bribery related laws, statutes, and regulations.

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14.9 U.S. Government Rights. All Prime Trust Services, including Documentation, and any software
as may be provided under an applicable Service Schedule, are deemed to be “commercial computer
software” and “commercial computer software documentation”. “Commercial computer software” has the
meaning set forth in Federal Acquisition Regulation (“FAR”) 2.101 for civilian agency purchases and the
Department of Defense (“DOD”) FAR Supplement (“DFARS”) 252.227-7014(a)(1) for defense agency
purchases. If the software is licensed or the Prime Trust Services are acquired by or on behalf of a civilian
agency, Prime Trust provides the commercial computer software and/or commercial computer software
documentation and other technical data subject to the terms of the Agreement as required in FAR 12.212
(Computer Software) and FAR 12.211 (Technical Data) and their successors. If the software is licensed or
the Prime Trust Services are acquired by or on behalf of any agency within the DOD, Prime Trust
provides the commercial computer software and/or commercial computer software documentation and
other technical data subject to the terms of the Agreement as specified in DFARS 227.7202-3 and its
successors. Only if this is a DOD prime contract or DOD subcontract, the Government acquires additional
rights in technical data as set forth in DFARS 252.227-7015. Except as otherwise set forth in an
applicable Service Schedule, this Section 14.9 (U.S. Government Rights) is in lieu of, and supersedes, any
other FAR, DFARS or other clause or provision that addresses U.S. Government rights in computer
software or technical data.
14.10 Publicity. Neither Party shall refer to the identity of the other Party in promotional material,
publications, public statements or press releases or other forms of publicity relating to the Prime Trust
Services unless the prior written consent of the other Party has been obtained, provided, however, that
Prime Trust may use Customer’s name and logo for the limited purpose of identifying Customer as a
customer of the Prime Trust Services.
14.11 No Legal, Tax or Accounting Advice. Customer acknowledges and agrees without reservation
that Prime Trust is not providing any legal, tax or accounting advice in any way, nor on any matter,
regardless of the tone or content of any communication (oral, written or otherwise). Customer
unconditionally agrees to rely solely on its legal, tax and accounting professionals for any such advice and
on all matters.
14.12 No Investment Advice, Underwriting or Recommendations. Customer acknowledges and
agrees that Prime Trust does not provide any investment advice, nor does Prime Trust make any
recommendations to any issuer of, or investor in, any offering. Prime Trust does not provide any
brokerage, underwriting or other advice in the structuring of any offering. Customer agrees that any
communications from Prime Trust, whether written, oral or otherwise, regardless of content, will never be
interpreted or relied upon as investment advice or securities recommendations; Customer agrees that it
will only rely on the advice of its attorneys, accountants and other professional advisors, including any
registered broker-dealers acting as an underwriter of an offering, if any.
14.13 Waiver. The waiver by either Party of any breach of any provision of the Agreement does not
waive any other breach. The failure of any Party to insist on strict performance of any covenant or
obligation in accordance with the Agreement will not be a waiver of such Party’s right to demand strict
compliance in the future, nor will the same be construed as a novation of the Agreement.
14.14 Interpretation. Each Party to the Agreement has been represented by or had adequate time to
obtain the advice and input of independent legal counsel with respect to the Agreement and has
contributed equally to the drafting of the Agreement. Therefore, the Agreement shall not be construed
against either Party as the drafting Party. All pronouns and any variation thereof will be deemed to refer
to all persons, and to the singular or plural as the identity of the person or persons may require for proper
interpretation of the Agreement. And it is the express will of the Parties that the Agreement is written in
English and uses the font styles and sizes contained herein.

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14.15 Severability. If any part of the Agreement is found to be illegal, unenforceable, or invalid, the
remaining portions of the Agreement will remain in full force and effect.
14.16 Entire Agreement. The Agreement is the final, complete, and exclusive expression of the
agreement between the Parties regarding the Prime Trust Services provided under the Agreement. The
Agreement supersedes and replaces, and the Parties disclaim any reliance on, all previous oral and written
communications (including any confidentiality agreements pertaining to the Prime Trust Services under
the Agreement), representations, proposals, understandings, undertakings, and negotiations with respect
to the subject matter hereof and apply to the exclusion of any other terms that Customer seeks to impose
or incorporate, or which are implied by trade, custom, practice, or course of dealing. The Agreement may
be changed only by a written agreement signed by an authorized agent of both Parties. The Agreement
will prevail over terms and conditions of any Customer-issued purchase order or other ordering
documents, which will have no force and effect, even if Prime Trust accepts or does not otherwise reject
the purchase order or other ordering document.

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APPENDIX 1
PROHIBITED USE, PROHIBITED BUSINESSES AND CONDITIONAL USE
Revision date: November 12, 2021.
1.

PROHIBITED USE

1.1 Customer shall not use a Customer Custody Account(s) or any Prime Trust Services, and shall
ensure that no Authorized User or End-User uses the Customer Custody Account, End-User Custody
Account or any other Prime Trust Services, to engage in the categories of activity set forth herein or
otherwise disclosed to Customer from time to time (“Prohibited Uses”), and Prime Trust may add
modify or amend the list of Prohibited Uses at any time. The Prohibited Uses apply to any third-party
accessing the Customer Custody Account(s), End-User Custody Account(s) or Prime Trust Services,
regardless of whether such third party was authorized by Customer, Authorized User or End-User to use
the Prime Trust Services associated with such custody account(s). The list of Prohibited Uses below are
representative, but not exhaustive. Customer acknowledges and agrees that Customer will not use and will
prevent any third-party from using the Customer Custody Account(s), End-User Custody Account(s) or
any Prime Trust Service to do any of the following:
(a) Unlawful Activity. Activity which would violate, or assist in violation of, any law, statute, ordinance,
or regulation, or sanctions programs administered in the countries where Prime Trust conducts business,
including but not limited to the U.S. Department of Treasury's Office of Foreign Assets Control
(“OFAC”), or which would involve proceeds of any unlawful activity; publish, distribute or disseminate
any unlawful material or information.
(b) Abusive Activity. Actions which impose an unreasonable or disproportionately large load on Prime
Trust’s infrastructure, or detrimentally interfere with, intercept, or expropriate any system, data, or
information; transmit or upload any material to the Prime Trust Services that contains viruses, Trojan
horses, worms, or any other harmful or deleterious programs; attempt to gain unauthorized access to the
Prime Trust Services, other customer Custody Account(s) or End-User Custody Account(s), computer
systems or networks connected to the Prime Trust Services through password mining or any other means;
use account information of another party to access or use the Prime Trust Services; or transfer Customer
Custody Account or End-User Custody Account access or rights to such account to a third party, unless
by operation of law or with the express permission of Prime Trust.
(c) Abuse of Other Users. Interfere with another individual's or entity's access to or use of any Prime
Trust Services; defame, abuse, extort, harass, stalk, threaten or otherwise violate or infringe the legal
rights (such as, but not limited to, rights of privacy, publicity and intellectual property) of others; harvest
or otherwise collect information from the Prime Trust Services about others, including without limitation
email addresses, without proper consent.
(d) Fraud. Activity which operates to defraud Prime Trust, Prime Trust users, or any other Person;
provide any false, inaccurate, or misleading information to Prime Trust.
(e) Unlawful Gambling. Lotteries; bidding fee auctions; sports forecasting or odds making; fantasy
sports leagues with cash prizes; internet gaming; contests; sweepstakes; or games of chance that are not
sanctioned by a governmental body or regulatory authority.

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(f) Intellectual Property Infringement. Engage in transactions involving items that infringe or violate
any copyright, trademark, right of publicity or privacy or any other proprietary right under the law,
including but not limited to sales, distribution, or access to counterfeit music, movies, software, or other
licensed materials without the appropriate authorization from the rights holder; use of Prime Trust
intellectual property, name, or logo, including use of Prime Trust trade or service marks, without express
consent from Prime Trust or in a manner that otherwise harms Prime Trust or the Prime Trust brand; any
action that implies an untrue endorsement by or affiliation with Prime Trust.
(g) Policies and Documentation. Activity that would violate, or assist in violation of,
or is otherwise inconsistent with, any operating instructions promulgated by Prime Trust.
2.

PROHIBITED BUSINESSES

2.1 The following categories of businesses, business practices, and sale items are barred from the Prime
Trust Services (“Prohibited Businesses”). The specific types of use listed below are representative, but
not exhaustive, and Prime Trust may add, modify or amend the list of Prohibited Businesses at any time.
Customer acknowledges and agrees that Customer will not use and will prevent any third-party from
using the Customer Custody Account(s) or End-User Custody Account(s) or any service of Prime Trust in
connection with any of the following businesses, activities, practices or items:
(a) Investment and Credit Services: Securities brokers; mortgage consulting or debt reduction services;
credit counseling or repair; real estate opportunities; investment schemes.
(b) Restricted Financial Services: Check cashing, bail bonds; collections agencies.
(c) Intellectual Property or Proprietary Rights Infringement: Sales, distribution, or access to
counterfeit music, movies, software, or other licensed materials without the appropriate authorization
from the rights holder.
(d) Counterfeit or Unauthorized Goods: Unauthorized sale or resale of brand name or designer
products or services; sale of goods or services that are illegally imported or exported or which are stolen.
(e) Regulated Products and Services: Sale of tobacco, e-cigarettes, and e-liquid; online prescription or
pharmaceutical services; age restricted goods or services; weapons and munitions; gunpowder and other
explosives; fireworks and related goods; toxic, flammable, and radioactive materials; products and
services with varying legal status on a state-by-state basis.
(f) Drugs and Drug Paraphernalia: Sale of narcotics, controlled substances, and any equipment
designed for making or using drugs, such as bongs, vaporizers, and hookahs.
(g) Pseudo-Pharmaceuticals: Pharmaceuticals and other products that make health claims that have not
been approved or verified by the applicable local and/or national regulatory body.
(h) Substances designed to mimic illegal drugs: Sale of a legal substance that provides the same effect
as an illegal drug (e.g., salvia, kratom).
(i) Adult Content and Services: Pornography and other obscene materials (including literature, imagery
and other media); sites offering any sexually-related services such as prostitution, escorts, pay-per view,
adult live chat features.
(j) Multi-level Marketing: Pyramid schemes, network marketing, and referral marketing programs.

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(k) Unfair, Predatory or Deceptive Practices: Investment opportunities or other services that promise
high rewards; sale or resale of a service without added benefit to the buyer; resale of government
offerings without authorization or added value; sites that we determine in our sole discretion to be unfair,
deceptive, or predatory towards consumers.
(l) High Risk Businesses: Any businesses that Prime Trust believes poses elevated financial risk, legal
liability, or violates card network or bank policies.
2.2 Customer will establish controls for preventing Digital Assets or Fiat Currency being transferred to
or from individuals or entities operating as or in connection with, the specific types of individuals or
entities listed below are representative, but not exhaustive, and Prime Trust may add modify or amend the
list at any time:
●
Entities or jurisdictions on the Prime Trust’s prohibited list, which will be provided to
Customer prior to program go-live and on an ongoing basis as changes to the list are made.
●
Adult content, including, but not limited to, pornographic services and goods, adult
entertainment related activities, or escort services
●
Alcoholic beverages, including the facilitation, sale, or distribution of alcoholic beverages
●
Bearer share corporations
●
Chemicals, including the facilitation, sale, or distribution of chemicals
●
Dietary supplements, including the facilitation, sale or distribution of dietary supplements
●
Embassies and foreign consulates
●
Financial institutions, where Prime Trust does not maintain a direct relationship with the
financial institution or bank and a nested relationship is established.
●
Foreign bulk shipment of currency
●
Foreign casinos/gambling establishments/internet gambling or other betting related services
●
Foreign governments
●
Foreign offshore shell companies
●
Foreign shell banks
●
Jewels, precious metals, or stones, including the facilitation, sale, distribution, or exchange of
jewels, precious metals or stones
●
Medical devices and medications, including the facilitation, sale or distribution of drugs,
prescription medications, or medical devices
●
Online dating services
●
Online payday lenders
●
Stocks and other security interests, including the sale of stocks and other security interests
●
Telemarketing activities
●
Tobaccos goods, including the facilitation, sale or distribution of tobacco goods
●
Unlawful or illegal activities, including, without limitation:
the creation, facilitation, sale or distribution of any prohibited or illegal good or
service or an activity that requires a governmental license where the customer lacks
such a license
the creation, facilitation, sale or distribution of goods or services that violate the
intellectual property rights of a third party
any Ponzi-scheme or pyramid selling
●
Violence related activities, including the creation, facilitation, sale, or distribution of any
material that promotes violence or hatred
●
Weapons, including the facilitation, sale or distribution of firearms or other weapons, military
or semi-military goods, military software, or technologies

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CONDITIONAL USE

3.1 Express written consent and approval from Prime Trust must be obtained prior to using Prime Trust
Services for the following categories of business and/or use (“Conditional Uses”). Consent may be
requested by contacting Prime Trust. Prime Trust may provide such consent in its sole and absolute
discretion and may reject any such request for any reason. Customer acknowledges and agrees that Prime
Trust may also require Customer to agree to additional conditions, make supplemental representations and
warranties, complete enhanced on-boarding procedures, and operate subject to restrictions if Customer
uses Prime Trust Services in connection with any of following businesses, activities, or practices:
(a) Money Services: Money transmitters, Digital Asset transmitters; currency or Digital Asset exchanges
or dealers; gift cards; prepaid cards; sale of in-game currency unless the merchant is the operator of the
virtual world; act as a payment intermediary or aggregator or otherwise resell any of the services of a
financial institution.
(b) Charities: Acceptance of donations for nonprofit enterprise.
(c) Games of Skill: Games which are not defined as gambling under the Agreement or by law, but which
require an entry fee and award a prize.
(d) Religious/Spiritual Organizations: Operation of a for-profit religious or spiritual organization.
(e) Regulated Products and Services: Marijuana dispensaries and related businesses.
4.

RESTRICTED USE

4.1 The following activities are barred from the Prime Trust Services (“Restricted Use”). The specific
types of use listed below are representative, but not exhaustive, and Prime Trust may add modify or
amend the list of Restricted Use at any time. Customer acknowledges and agrees that Customer will not
use and will prevent any third-party from using the Customer Custody Account(s) or End-User Custody
Account(s) or any service of Prime Trust in connection with any of the following businesses, activities,
practices or items:
(a) Circumvention: Use the Prime Trust Services, or allow access to it, in a manner that circumvents
contractual usage restrictions or that exceeds Customer’s authorized use or usage metrics set forth in the
Agreement, including the applicable Order Form or SOW.
(b) Sublicense: License, sub-license, sell, re-sell, rent, lease, transfer, distribute, time share, lend, convert,
assign, exploit or otherwise make any portion of the Prime Trust Services or Documentation available for
access by third parties except as otherwise expressly provided in the Agreement.
(c) Competing Product: Access or use the Prime Trust Services or Documentation for the purpose of: (i)
developing or operating products or services intended to be offered to third parties in competition with the
Prime Trust Services, (ii) monitoring availability, performance or functionality, or for any other
benchmarking or competitive purposes or (iii) allowing access to its Account by a direct competitor of
Prime Trust.
(d) Reverse Engineer: Reverse engineer, decompile, disassemble, or copy any of the Prime Trust
Services or technologies, or otherwise attempt to derive source code or other trade secrets or create any
derivative works from or about any of the Prime Trust Services or technologies, or use the machine-

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learning algorithm output generated from the Prime Trust Services to train, calibrate, or validate, in whole
or in part, any other systems, programs or platforms, or for benchmarking, software-development, or
other competitive purposes, except pursuant to Customer’s non-waivable rights under applicable law,
without Prime Trust’s written consent.
(e) Interference: Fail to use commercially reasonable efforts to avoid interference with or disruption to
the integrity, operation, performance, or use or enjoyment by others of the Prime Trust Services.

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If you started a subscription before the revision date below, your use of Prime Trust Services is governed
by the terms here: https://www.primetrust.com/legal/legacy.
SERVICE SCHEDULE FOR
PRIME TRUST CUSTODIAL SERVICES
Service Schedule revision date: May 13, 2022
Customer hereby requests and directs that Prime Trust establish and maintain a Customer Custody
Account for and in the name of Customer in connection with the Custodial Services, and hold as
custodian all property deposited to, or collected with respect to, the Customer Custody Account, upon the
terms and conditions of this Service Schedule. Unless otherwise defined in this Service Schedule,
capitalized terms will have the meaning given to them in the Agreement.
1.

DEFINITIONS

“Authorized Person” means each Authorized User or person authorized to provide instructions (an
“Agent”) with respect to the Customer Custody Account designated upon acceptance of Customer as
determined by Prime Trust. Authorized person may be one or more persons.
“Custodial Property” means any property delivered by Customer into the possession or control of Prime
Trust.
“Custodial Services” means the Fiat Services, On-Chain Services, and any other services, including the
holding, processing and acting as custodian of all Custodial Property, provided from time to time by
Prime Trust in accordance with this Service Schedule. Without limiting the generality of the foregoing,
Prime Trust is authorized to collect into custody all Custodial Property while this Service Schedule is in
effect.
“Custody Transaction” means a contribution of supported Digital Assets from a public Blockchain
address Customer controls to the Customer Custody Account, and/or a disbursement of supported Digital
Assets from Customer Custody Account to a public blockchain address Customer controls.
“Fiat Services” means the custody of Fiat Currencies and foreign exchange transactions in Fiat
Currencies.
“Fork” means: (a) that a Digital Asset network has been changed in a way that makes it incompatible
with the unchanged version of the Digital Asset network; (b) the changes have been widely accepted by
users of the Digital Asset network; and (c) that the two resulting Digital Asset networks have not been
merged together at the time of any action to be taken by Prime Trust. A Fork may create two separate
Digital Asset networks (each, a “Forked Network”), and may result in Prime Trust holding an identical
amount of Digital Assets associated with each Forked Network.
“On-Chain Services” means additional Services involving on-chain transactions (other than deposits and
withdrawals) included in Prime Trust’s basic Custodial Services, which may include staking, voting,
inflation, signaling, and other activities requiring interaction with the applicable Blockchain.
2.

CUSTOMER CUSTODY ACCOUNT ACCEPTANCE AND AUTHORIZED SERVICES

2.1 Appointment. Customer hereby appoints and authorizes Prime Trust to provide Custodial Services
in accordance with this Service Schedule, and Prime Trust hereby accepts such appointment subject to the
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Customer Custody Account acceptance process in accordance with 2.10 below. Prime Trust through the
Custodial Services enables Customer to create one or more Customer Custody Accounts.
2.2 In its sole discretion, Prime Trust may custody Custodial Property on Customer’s behalf. For the
avoidance of doubt, Custodial Property that Prime Trust may agree to accept and hold on Customer’s
behalf in accordance with this Service Schedule is limited to the following: (a) Digital Assets, (b) Fiat
Currencies; (c) title to real estate; (d) private securities and public securities listed on any U.S. securities
exchange or alternative trading system; and (e) traditional and Roth individual retirement accounts
(subject to applicable documentation in Prime Trust’s sole discretion). Securities that have been issued in
accordance with the regulations of countries other than the U.S. or which are listed on non-U.S. trading
systems may be accepted for custody on a case-by-case basis.
2.3

Provision of the Custodial Services.

(a) Subject to Customer’s completion of the Customer Custody Account acceptance process in
accordance with Section 2.10 and so long as Customer is in compliance with this Service Schedule and
the Agreement, Prime Trust will provide the Custodial Services.
(b) In providing the Custodial Services, Prime Trust will act only upon receipt of any direction,
instruction, or request submitted by an Authorized Person or through the Customer’s platform (an
“Authorized Instruction”).
(c) Prime Trust, in its sole discretion, will determine whether the provision of the Custodial Services or an
Authorized Instruction complies with all Applicable Law and may decline any Authorized Instruction,
including if: (i) Customer is not in compliance with this Service Schedule and the Agreement; (ii) such
Authorized Instruction may violate Applicable Law; or (iii) Customer has insufficient unencumbered,
cleared Custodial Property in the Customer Custody Account available for executing such Authorized
Instruction.
(d) Prime Trust is entitled to rely upon any information, data, and documents provided in connection with
the Custodial Services. Customer acknowledges that Prime Trust has no duty to detect errors, or inquire
into or investigate the legality, validity, completeness, or accuracy of any information, data, or documents
provided to Prime Trust in connection with the Custodial Services.
(e) Prime Trust is entitled to rely upon any Authorized Instruction provided in connection with the
Custodial Services and Customer acknowledges that Prime Trust has no duty to detect errors, or inquire
into or investigate the legality, validity, completeness, or accuracy of any Authorized Instruction. Prime
Trust will only act upon an Authorized Instruction and is released and held harmless by Customer for
acting upon the Authorized Instruction, including acting upon conflicting, superseded, or otherwise
varying Authorized Instructions from multiple Authorized Persons.
(f) Customer acknowledges that Prime Trust will not monitor Digital Assets for actions taken by the
issuer of such Digital Asset, if any. Such actions may include an issuer instruction requiring the holder of
a Digital Asset to transfer it to a certain location. For the avoidance of doubt, Customer is solely
responsible for satisfying or responding to any such actions of an issuer.
(g) Prime Trust will collect and hold all funds when Custodial Property may mature, be redeemed, or
sold. Prime Trust will hold the proceeds of such transaction(s) until receipt of an Authorized Instruction.

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(h) Funds received in any currency other than USD may, pursuant to an Authorized Instruction or as
needed for Prime Trust to carry out an Authorized Instruction or pay Fees, be converted to USD at
exchange rates set in Prime Trust’s sole discretion.
(i) Prime Trust shall process the investment and reinvestment of Custodial Property in accordance with
Authorized Instructions only so long as, in the sole discretion of Prime Trust, such requested investments
will not impose an unreasonable administrative burden on Prime Trust (which such determination by
Prime Trust shall not to be construed in any respect as a judgment concerning the prudence or advisability
of such investment).
2.4 Storage of Digital Assets. Prime Trust will receive Digital Assets for storage by generating Private
Keys and their Public Key pairs, with Prime Trust retaining custody of such Private Keys. “Private Key”
means an alphanumeric string known only to the holder of a Digital Asset, which must be used to transact
the Digital Asset represented by the corresponding Public Key. “Public Key” means an alphanumeric
string on a Blockchain that indicates ownership/possession of a specific amount of a Digital Asset by a
specific network participant and is visible to all participants in a Blockchain’s network. Upon receipt,
Prime Trust will custody the Digital Assets in Customer’s name or Customer Custody Accounts
established for the benefit of Customer, unless otherwise specified in an Authorized Instruction. Prime
Trust will be deemed to have received a Digital Asset after the Digital Asset’s receipt has been confirmed
on the relevant Blockchain or otherwise ledgered to Prime Trust’s satisfaction. “Blockchain” means a
software operating a distributed ledger which is maintained by a network of computers, and that records
all transactions in a Digital Asset in theoretically unchangeable data packages known as blocks, each of
which are timestamped to reference the previous block so that the blocks are linked in a chain that
evidences the entire history of transactions in the Digital Asset.
2.5

Forks, Airdrops.

(a) Should a Fork occur: (i) Prime Trust retains the right, in its sole discretion, to determine whether or
not to support either Forked Network; (ii) in connection with determining to support or not to support a
Forked Network, Prime Trust may suspend certain operations, in whole or in part (with or without
advance notice), for however long Prime Trust deems reasonably necessary, in order to take the necessary
steps, as determined in its sole discretion, to perform obligations hereunder with respect to supporting or
not supporting a Forked Network; (iii) Customer hereby agrees that Prime Trust will determine, in its sole
discretion, whether or not to support such Forked Network and that Customer will have no right or claim
against Prime Trust related to value represented by any change in the value of any Digital Asset (whether
on a Forked Network or otherwise), including with respect to any period of time during which Prime
Trust exercises its rights described herein with respect to Forks and Forked Networks; (iv) Prime Trust
will select, in its sole discretion, at least one of the Forked Networks to support and will identify such
selection in a notice; (v) with respect to a Forked Network that Prime Trust chooses not to support, it
may, in its sole discretion, elect to (A) abandon or otherwise not pursue obtaining the Digital Assets from
that Forked Network, or (B) deliver the Digital Assets from that Forked Network to Customer within a
time period as determined by Prime Trust in its sole discretion, together with any credentials, keys, or
other information sufficient to gain control over such Digital Assets (subject to the withholding and
retention by Prime Trust of any amount reasonably necessary, as determined in Prime Trust’s sole
discretion, to fairly compensate Prime Trust for the efforts expended to obtain and deliver such Digital
Assets to Customer); (vi) with respect to Forked Networks that Prime Trust chooses to support, Customer
may be responsible for Fees to be negotiated; and (vii) Customer acknowledges and agrees that Prime
Trust assumes no responsibility or obligations with respect to any Forked Network and related Digital
Assets that it chooses not to support.

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(b) In the event that a Digital Asset network attempts to or does contribute (sometimes called
“airdropping” or “bootstrapping”) its Digital Assets (collectively, “Airdropped Digital Assets”) to
holders of Digital Assets on an existing Digital Asset network and Customer notifies Prime Trust in
writing of such event, Prime Trust may, in its sole discretion, elect to: (i) subject to an airdrop fee to be
determined, support the Airdropped Digital Asset for custody and, if appropriate, reconcile Customer
Custody Account; (ii) abandon or otherwise not pursue obtaining the Airdropped Digital Asset; or (iii)
deliver the Airdropped Digital Assets from that Digital Asset network to Customer within a time period
as determined by Prime Trust in its sole discretion, together with any credentials, keys, or other
information sufficient to gain control over such Airdropped Digital Assets (subject to the withholding and
retention by Prime Trust of any amount reasonably necessary, as determined in Prime Trust’s sole
discretion, to fairly compensate Prime Trust for the efforts expended to obtain and deliver such
Airdropped Digital Assets to Customer). Airdropped Digital Assets do not create any relationship
between the sender and/or Digital Asset network and Prime Trust and do not subject Prime Trust to any
responsibilities or obligations as it relates to the sender and/or Digital Asset network.
2.6 On-Chain Services. Subject to any documentation requested by Prime Trust in its sole discretion,
from time to time, Prime Trust may offer Customer On-Chain Services. Customer may be required to
accept additional terms as a condition to receiving any On-Chain Services. Prime Trust may discontinue
an On-Chain Service at any time without notice for any reason. If Prime Trust decides to discontinue an
On-Chain Service, Prime Trust will endeavor to provide as much notice to Customer as reasonably
possible.
2.7 Fiat Currency Instructions and Acknowledgements; Disclosures. Prime Trust may, in its sole
discretion, offer Fiat Services to Customer. If Prime Trust offers Fiat Services, and Customer accepts Fiat
Services, Prime Trust may:
(a) subject to subsection (b), deposit any cash or Fiat Currency funds deposited by Customer with Prime
Trust, for which Customer has not already provided Authorized Instructions, into deposit accounts at
Federal Deposit Insurance Corporation (“FDIC”)-insured, regulated depository institutions selected by
Prime Trust, which accounts will be held for the benefit of Prime Trust customers (“Deposit Accounts”)
and maintain the Deposit Accounts as omnibus accounts, which will not be segregated by Customer; enter
into such sub-accounting agreements as may be required by such depository institutions; and initiate wire
or other transfer requests from time to time for the withdrawal of Customer funds from the Deposit
Accounts, which requests are to be honored by the depository institution for withdrawal of Customer’s
funds from such Deposit Accounts for distributions, investments, Fees, and other disbursements pursuant
to an Authorized Instruction. All applicable wire or other transfer Fees will be paid by Customer,
(b) otherwise use or invest such cash or Fiat Currency at Prime Trust’s own risk. Without limiting the
foregoing, Prime Trust may use such Fiat Currency to purchase securities or other assets that it may hold
and register in its own name or in the name of its nominee and pledge, repledge, hypothecate,
rehypothecate, sell, or otherwise transfer or use any amount of such securities or other assets with all
attendant rights of ownership and without any obligation to maintain in its possession or control a like
amount of cash or Fiat Currency, subject to Prime Trust’s obligation to return Fiat Currency to Customer
in accordance with this Service Schedule. Prime Trust may receive earnings or compensation for an
omnibus account either in the form of services provided at a reduced rate, the payment of any shareholder
service fees, or similar compensation, and Prime Trust may receive earnings or income from using or
investing cash or Fiat Currency as described herein. Customer agrees that any such earnings, income or
compensation shall be retained by Prime Trust and no portion of any such earning, income or
compensation shall be paid to or for Customer. Customer acknowledges and agrees that Prime Trust may
hold some or any portion of Fiat Currency in accounts, including but not limited to money market deposit
accounts, that may or may not receive interest or earnings attributable to such Fiat Currency. Customer

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hereby agrees that the amount of such interest or earnings attributable to Fiat Currency may be retained
by Prime Trust as additional consideration for its services.
(c) Prime Trust will keep records for the purpose of obtaining pass-through FDIC insurance with respect
to any sub-account held for Customer that is part of the Custodial Property held in Deposit Accounts by
Prime Trust to the extent provided by Applicable Law. Customer acknowledges and accepts that Prime
Trust does not guarantee that pass-through FDIC coverage will be available for any such sub-account..
(d) if Customer elects to provide a card payment method to transfer funds into the Customer Custody
Account, Customer hereby authorizes Prime Trust to debit the card payment method for the purpose of
transferring the funds. Further, Customer hereby authorizes Prime Trust to store and file the card payment
method and charge the card payment method on file in connection with any future transfers of funds by
the Customer.
2.8 Limitations on Services. Customer agrees that Prime Trust will only perform the Custodial
Services in accordance with this Service Schedule, and no additional duties or obligations will be implied.
In particular, Prime Trust will not exercise any legal, investment, tax, or accounting planning, advice,
discretion, or recommendation whatsoever regarding Customer’s Customer Custody Account. In
providing the Custodial Services, Prime Trust has no duty to inquire as to the provisions of or application
of any agreement or document other than this Service Schedule, notwithstanding Prime Trust’s receipt of
such agreement or document.
2.9 Ownership of Custodial Property. Customer owns all Custodial Property held by Prime Trust on
behalf of Customer in accordance with this Service Schedule. Customer’s Custodial Property will not be
reflected on Prime Trust’s balance sheet as assets of Prime Trust. Prime Trust may, for convenience, take
and hold title to Custodial Property or any part thereof in its own name with Customer’s ownership of
Custodial Property segregated on Prime Trust’s books and records.
2.10 Customer Custody Account Acceptance. Custodial Services will be provided only upon the date
of Customer’s successful completion of the Customer Custody Account acceptance process, as
determined in Prime Trust’s sole discretion and in accordance with this Section 2.10. To complete the
acceptance process, Customer will provide Prime Trust with information and documents, which includes
information necessary for Prime Trust’s compliance with the Bank Secrecy Act (“BSA”), and other
Applicable Law relating to anti-money laundering (“AML”), Know-Your-Customer (“KYC”), counterterrorist financing, sanctions screening requirements, or any other similar legal obligations, in each case,
as determined by Prime Trust in its sole discretion.
2.11

Authorized Persons.

(a) Customer is solely responsible for designating to Prime Trust all Authorized Persons, for advising
Prime Trust of the removal of any Authorized Persons, and for all actions of Authorized Persons.
(b) Customer agrees that Prime Trust may rely on an Authorized Person’s email address currently on file
with Prime Trust for the purposes of acting on an Authorized Instruction from an Authorized Person.
2.12 Joint Customer Custody Accounts. In the case of a joint Customer Custody Account, each
person with an interest in the Customer Custody Account, who is a Party to the Agreement, is considered
a Customer. The obligations and agreements applicable to each part to a joint Customer Custody Account
under this Service Schedule shall be deemed to be joint and several.
3.

CUSTOMER RESPONSIBILITIES

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Customer acknowledges that:

(a) Customer is an “Entitlement Holder” in a “Financial Asset,” as defined by, and for purposes of, the
Uniform Commercial Code, including Article 8 thereto, as adopted and implemented in accordance with
Nevada law (“UCC”). Applicable Custodial Property are “Financial Assets” for purposes of the UCC and
are not assets of Prime Trust.
(b) Customer is solely responsible for, and Prime Trust has no involvement in, determining whether any
investment, investment strategy, or related transaction is appropriate for Customer. Prime Trust will have
no duty or responsibility to review or perform due diligence on any investments or transactions and will
make no recommendation of investments or transactions, nor supervise any such investments or
transactions. Customer will perform its own due diligence on all investments and take sole responsibility
for all decisions made for its Customer Custody Account.
(c) Prime Trust does not provide any valuation or appraisals of Custodial Property, nor does it hire or seek
valuations or appraisals on any Custodial Property; provided, however, that Prime Trust may, at its option
and with no obligation or liability, to the extent reasonably available for any particular asset, make
available recent price quotes or value estimates from various third-party sources, including stock
exchanges and alternative trading systems registered with the Securities and Exchange Commission,
digital asset exchanges, and real estate websites. Prime Trust will not attempt to verify the validity,
accuracy or reliability of any such third-party valuation, valuation estimates or price quotes (collectively,
“Valuation Data”) and Customer agrees that Prime Trust will have no liability in connection with any
such Valuation Data, including for any unreliable, inaccurate, or misleading information. Any Valuation
Data provided to Customer is furnished for general information purposes only, and should not be relied
upon as a definitive determination of the market value of any Custodial Property, nor should such
Valuation Data be used for tax reporting purposes. Customer understands and agrees that Customer
should engage an independent financial advisor, appraiser, or valuation firm in order to obtain a formal
opinion or financial advice regarding the value of any Custodial Property.
(d) Prime Trust has no control over, and is not responsible or liable for, any services or technology
supporting or used in connection with any Custodial Property, Service Provider (defined below),
Customer’s platform, or the markets in which Custodial Property is purchased, sold or otherwise traded,
and any Custodial Property, Service Provider, Customer’s platform, or such markets, and any such
services or technology, may be susceptible to, or limited or compromised by, errors, technology flaws or
defects, viruses or other malicious code, manipulations, hacks, other attacks, outages, and other
interruptions and limitations. For the purposes of this Service Schedule, “Service Provider” means any
unaffiliated third-party entity retained by Prime Trust to provide any of the Custodial Services on behalf
of Prime Trust to the Customer.
(e) The custody of Digital Assets is generally subject to a high degree of risk, and the nature of Digital
Assets may lead to an increased risk of technology flaws, fraud or attacks.
(f) Prime Trust does not control and makes no guarantee as to the functionality of any Blockchain’s
decentralized governance, which could, among other things, lead to delays, conflicts of interest, or
operational decisions that may impact Customer and/or its Custodial Property.
(g) Advancements in cryptography could render current cryptography algorithms utilized by a Blockchain
supporting a specific Digital Asset inoperative.

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(h) The supply of Digital Assets available as a result of a Forked Network and Prime Trust’s ability to
deliver Digital Assets resulting from a Forked Network may depend on Service Providers and other thirdparty providers that are outside Prime Trust’s control. Prime Trust does not own or control any of the
protocols that are used in connection with Digital Assets and their related Digital Asset networks,
including those resulting from a Forked Network. Accordingly, Prime Trust disclaims all liability relating
to such protocols and any change in the value of any Digital Assets (whether on a Forked Network or
otherwise), and makes no guarantees regarding the security, functionality, or availability of such protocols
or Digital Asset networks. Customer accept all risks associated with the use of the Custodial Services to
conduct transactions.
(i) The price and liquidity of Digital Assets have fluctuated substantially in the past and may fluctuate
substantially in the future, and such fluctuation may affect the value of Customer’s Customer Custody
Account, including a total loss of the value of Digital Assets. The value of Customer’s Customer Custody
Account will be solely dependent upon the performance of Custodial Property.
(j) Digital Assets held in Customer Custody Accounts are not entitled to deposit insurance protection by
the FDIC. Digital Assets held in Customer Custody Accounts are not insured by Prime Trust insurance
policies and are not entitled to protection afforded to customers under the Securities Investor Protection
Act of 1970, as amended.
(k) Subject to Applicable Law, Digital Assets are not legal tender and are not backed by any government.
(l) Changes in Applicable Law may adversely affect the use, transfer, exchange, and value of Custodial
Property.
(m) Transactions in Custodial Property may be irreversible, and, accordingly, losses due to fraudulent or
accidental transactions may not be recoverable.
(n) Some Digital Asset transactions will be deemed to be made when recorded on a public ledger, which
is not necessarily the date or time that the transaction was initiated.
(o) The value of Digital Assets may be derived from the continued willingness of market participants to
exchange Fiat Currencies or Digital Assets for Digital Assets, which may result in the potential for
permanent and total loss of value of a particular Digital Asset should the market for that Digital Asset
disappear.
(p) There is no assurance that a Person who accepts Digital Assets as payment today will continue to do
so in the future.
(q) Due to the volatility and unpredictability of the price of Digital Assets relative to Fiat Currencies,
trading and owning Digital Assets may result in significant loss over a short period of time.
(r) The nature of Digital Assets means that technological difficulties experienced by Prime Trust may
prevent the access to or use of Customer’s Digital Assets. In addition, access to or transfers of Digital
Assets may be delayed due to security protocols, time-zone differences, communication technology
delays or fails, and/or enhanced internal compliance reviews.
(s) All instructions for the purchase and sale of securities and/or Digital Assets will be executed through
one or more broker-dealers or exchanges selected by either Customer or another Authorized Person, or by
Prime Trust, as an accommodation (and not in any capacity as a broker-dealer), and Prime Trust is hereby

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authorized to debit Customer’s Customer Custody Account for any Fees associated with such
transaction(s) and remit those to the executing party.
(t) With respect to Custodial Assets that are not securities, Customer acknowledges and agrees that: (i)
Prime Trust does not have access to every market or exchange which a particular product or financial
instrument may be traded and Prime Trust makes no representation regarding the best price execution of
any instructions; (ii) other orders may trade ahead of Customer’s order and exhaust available volume at a
posted price; (iii) exchanges, market makers or other types of sellers or purchasers may fail to honor
posted or otherwise agreed-upon prices; (iv) exchanges may reroute customer orders out of automated
execution systems for manual handling (in which case, execution may be substantially delayed); (v)
system delays by exchanges or third parties executing instructions may prevent Customer’s order from
being executed, may cause a delay in execution or not to be executed at the best posted price or at all; and
(vi) Prime Trust may not promptly or in a timely manner execute Customer order(s) due to internal
delays, and Prime Trust makes no representation that its Custodial Services are in any way suitable for
active trading or any activity requiring prompt or exact execution. The Customer Custody Account is not
a brokerage account. Transactions may be subject to additional Fees and charges by Prime Trust or any
Service Provider or exchange.
(u) As between Customer and Prime Trust, Prime Trust owns the Custodial Services and any
improvements or modifications to the Custodial Services, and all intellectual property rights therein. All
suggestions, comments, feedback, data (including metadata), insights, ideas or know-how, in any form,
regarding the Custodial Service (including any of its functionality), including those derived from our
monitoring and analysis of Customer’s use of the Custodial Service will be the sole property of Prime
Trust. To the extent Customer has or obtains any right, title or interest in such feedback, Customer hereby
assign to Prime Trust all right, title and interest to such feedback (including any intellectual property
rights therein) and agree to perform such further acts as may be reasonably necessary to evidence such
assignment.
3.2

Customer represents, warrants, and covenants at all times while this Service Schedule is in effect:

(a) if an entity, Customer is validly organized or formed, as applicable, and in good standing in
accordance with Applicable Law and has all requisite authority to enter into this Service Schedule and
perform its obligations hereunder;
(b) it has all rights, power, and, if an entity, authority necessary to enter into this Service Schedule and
perform its obligations hereunder;
(c) its entry into, and performance of its obligations under, this Service Schedule, and Prime Trust’s
exercise of its rights in accordance with this Service Schedule, will not conflict with, or result in a breach
or violation of, any term or provision, or constitute a default under, any agreement by which it is bound or
any Applicable Law;
(d) it will comply with all Applicable Law including the BSA and all other Applicable Laws related to
AML, KYC, counter-terrorist financing, sanctions requirements, in performing its obligations in
accordance with this Service Schedule;
(e) it will: (i) fully satisfy Prime Trust’s information requests and other requirements, including those
relating to Authorized Persons or Custodial Property, and keep current any provided information; (ii)
notify Prime Trust if the Customer becomes a target of any action, investigation or prosecution related to
this Service Schedule, the Custodial Services, or Custodial Property; and (iii) provide Prime Trust full
cooperation in connection with any inquiry or investigation of Prime Trust made or conducted by any

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Regulatory Authority. Prime Trust shall have no obligation to provide the Custodial Services if Customer
or any Authorized Person(s) fail to comply with the foregoing to Prime Trust’s satisfaction;
(f) the appointment of Prime Trust and the execution of the terms outlined in this Service Schedule by
Customer will not violate any Applicable Law;
(g) Customer owns, and will at all times own, all Custodial Property, free and clear of all liens and
encumbrances (other than those granted to Prime Trust in accordance with this Service Schedule or as
otherwise created by applicable U.S. federal or state securities laws);
(h) neither Customer nor any other Authorized Person is, nor is directly or indirectly owned or controlled
by, any person or entity (A) included on the Specially Designated Nationals and Blocked Persons or the
Consolidated Sanctions List maintained by OFAC or any similar list maintained by any government
entity from time to time, or (B) located, organized, or resident in a country or territory that is the target of
sanctions imposed by OFAC or any government entity;
(i) Customer will not, and will not direct or permit its Authorized Persons to, direct the purchase, sale, or
transfer of any Custodial Property which is (A) prohibited by Applicable Law, or (B) prohibited by
Section 4975 of the Internal Revenue Code;
(j) if an individual, Customer is over the age of 18 and has all personal power or capacity to enter into this
Service Schedule and perform its obligations hereunder; and
(k) that all information provided to Prime Trust in accordance with this Service Schedule and Agreement
is and will be complete, correct, current, and accurate in all respects. Customer will notify Prime Trust
immediately in accordance with the Agreement if any such information, including Customer’s email
address on file with Prime Trust, is no longer complete, correct, current, and accurate in all respects.
4.

ELECTRONIC STATEMENTS

4.1 Customer Custody Account Statements. Customer agrees that Prime Trust will make current and
prior Customer Custody Account statements available in electronic form only. Customer further agrees to
access statements on the websites or applications of third party API integrators that Customer selects and
uses. Customer understands and agrees that Prime Trust will not provide Customer hard-copy statements.
4.2 Customer Custody Account Monitoring. Customer is responsible for monitoring its Customer
Custody Account, including transaction confirmations and Customer Custody Account statements, and
reviewing these documents to see that information about Customer’s Customer Custody Account is
accurate. Customer agrees to review its monthly statements and promptly notify Prime Trust of any
unusual or unauthorized activity. Customer will remain responsible for monitoring its Customer Custody
Account and reconciling all balances, statements, and activity. Customer agrees to notify Prime Trust
immediately in accordance with the Agreement if there is any type of discrepancy or suspicious or
unexplained occurrence relating to Customer’s Customer Custody Account, including any unauthorized
transaction. If Customer fails to notify Prime Trust immediately, Prime Trust will not be liable for any
consequences. If, through any error, Customer has received property that is not rightfully the Customer’s,
Customer agrees to notify Prime Trust and return the property immediately. If Prime Trust identifies an
error in connection with property Customer has received from or through Prime Trust and determine it is
not rightfully Customer’s, Customer agrees that Prime Trust may take action to correct the error, which
may include returning such property to the rightful owner.
5.

AUTHORITY TO PLEDGE; RIGHT TO SET OFF; LIEN

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Except as otherwise provided in this Section 5, Customer may not loan, hypothecate, pledge, or otherwise
encumber any Custodial Property. Customer grants Prime Trust a right of set-off against, and lien on and
security interest in the Custodial Property for the payment of any Fees and any other amounts due to
Prime Trust under and in accordance with this Service Schedule.
6.

APPLICATION OF UCC

Except as otherwise provided under Applicable Law, the Parties agree the relationship between Prime
Trust and Customer is governed by Article 8 of the UCC and that for the purposes of this Service
Schedule: Customer is an “entitlement holder” and any Custodial Property will be treated as a “Financial
Asset” within the meaning of Nevada Revised Statutes (“NRS”) 104.8102(h) and (j).
7.

BOOKS AND RECORDS

Prime Trust will record on its books and records (including records of receipts, disbursements, and other
transactions) all Custodial Property and will segregate Customer’s Custodial Property from the Custodial
Property of any other Customer, person, or entity, unless otherwise specified in an Authorized Instruction.
Prime Trust will hold such records in accordance with Applicable Law. Upon commercially reasonable
notice by Customer, Prime Trust will provide Customer copies of the books and records pertaining to
Customer that are in the possession or under the control of Prime Trust.
8.

FEES

8.1 Customer will pay Prime Trust the Fees, if any, in connection with the Custodial Services as set
forth in the applicable Order Form.
9.

TERM AND TERMINATION

9.1 This Service Schedule is effective as of the revision date set forth above and may be amended or
modified only by Prime Trust, or with the written agreement from the Prime Trust. Such amendments or
modifications shall be effective on the 30th day after Customer receives notice of such revision
electronically via the email address on the records of Prime Trust.
9.2

Obligations and Rights upon Termination or Expiration.

(a) Return of Custodial Property. Upon termination or expiration of this Service Schedule or the
Agreement, Customer will provide Authorized Instructions regarding the disbursement of Customer’s
Custodial Property and Prime Trust will, subject to Applicable Law, deliver Customer’s Custodial
Property in accordance with the Authorized Instructions. A Digital Asset will be deemed to have been
delivered to Customer when a transfer of the Digital Asset initiated by Prime Trust has received a
reasonable number of confirmations on the relevant Blockchain, or an alternative method has been
mutually agreed between Prime Trust and Customer. To the extent Customer is unable to transfer Digital
Assets out of the Customer Custody Account due to insufficient gas or network fees necessary for the
transfer, Customer agrees to and abandons and forfeits any claims to such Digital Assets upon closure of
the Customer Custody Account. Upon termination or expiration of this Service Schedule or the
Agreement, Prime Trust will deliver other Custodial Property to Customer as soon as practicable or, at
Customer’s request, to a successor custodian. Customer acknowledges that Custodial Property, if any,
held in Prime Trust’s name requires a reasonable amount of time to be delivered. Upon delivery of
Custodial Property, Prime Trust’s responsibility under this Service Schedule ceases.

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(b) Death or Incompetency of Customer. Upon the death or incompetency of Customer, Prime Trust
will continue to hold Custodial Property until such time Prime Trust receives instructions from
Customer’s executor, trustee, administrator, guardian, or person holding a valid power of attorney in
accordance with the probate process or otherwise in accordance with Applicable Law and has received
advice of its legal counsel to transfer such Custodial Property (which costs will be borne by Customer). In
the event that no beneficiaries claim the Customer Custody Account, then the assets may be preserved in
the Customer Custody Account for so long as possible, until a beneficiary makes itself known or until the
Custodial Property may be subject to escheat, as set forth in Section 9.2(c) below.
(c) Escheat. Customer acknowledges that, in accordance with Applicable Law, Custodial Property that is
presumed abandoned, including following termination or expiration of this Service Schedule, may under
certain circumstances escheat to the government of the applicable jurisdiction. Prime Trust will have no
liability to Customer, its heirs, legal representatives, or successors and assigns, or any other person in
connection with any Custodial Property that escheats by operation of law.
10.

TAXES

10.1 Responsibility for Taxes. Customer will be liable for any Taxes relating to any Custodial Property
held on behalf of Customer or any transaction related thereto, which are Customer’s sole obligation to
remit, unless otherwise mandated by Applicable Law. Customer will remit to Prime Trust the amount of
any Taxes that Prime Trust is required by Applicable Laws (whether by assessment or otherwise) to pay
on behalf of Customer, or in respect of activity in the Customer Custody Account of Customer. In the
event that Prime Trust is required by Applicable Law to pay any Taxes on behalf of Customer, Customer
will promptly transfer to Prime Trust the amount necessary to pay the Taxes.
10.2 Substitute Internal Revenue Service of the U.S. Department of the Treasury (“IRS”) Form
W-9. Under penalties of perjury, Customer certifies that: (i) the tax identification number provided to
Prime Trust by Customer is the correct and current taxpayer identification number for Customer; and (ii)
Customer is not subject to backup withholding because: (a) Customer is exempt from backup
withholding; or (b) Customer has not been notified by the IRS that it is subject to backup withholding.
Customer agrees to immediately inform Prime Trust in writing if it has been, or at any time in the future
is notified by the IRS that Customer is subject to backup withholding. Customer acknowledges that
failing to provide accurate information may result in civil penalties.
11.

DISCLAIMERS

11.1 The Parties acknowledge and agree that Prime Trust has no obligation to inquire into, and will not
be liable for any damages or other liabilities or harm to any person or entity relating to: (a) the ownership,
validity or genuineness of any Custodial Property; (b) the authority of any Authorized Person to act on
behalf of Customer with respect to Custodial Property; (c) the accuracy or completeness of any
information provided by Customer or any other Authorized Person with respect to a Custodial Property or
an Authorized Instruction; or (d) the collectability, insurability, effectiveness, marketability, or suitability
of any Custodial Property. Customer additionally understands and agrees that Prime Trust must follow the
directions of Customer, and is considered by this Service Schedule to be a “directed fiduciary” in
accordance with NRS 163.5548 and will be released and held harmless for following the directions of
Customer in accordance with NRS 163.5549. Customer understands and agrees that Customer is
considered by this Service Schedule to be a “Directing Trust Adviser” in accordance with NRS 163.5536
and has the authority to give directives to Prime Trust that must be followed by Prime Trust.
12.

LIMITATION OF LIABILITY

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12.1 Exception to Limitations of Liability for Custodial Services. THE LIMITATION OF
LIABILITY IN SECTION 11.2 OF THE MSA SHALL APPLY TO LIABILITY ARISING OUT OF
ANY ACTION TAKEN OR OMITTED BY PRIME TRUST IN GOOD FAITH UNLESS THE
LIABILITY IS A RESULT OF PRIME TRUST’S GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT, IN EACH CASE AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION, AND IN SUCH EVENT PRIME TRUST’S SOLE RESPONSIBILITY SHALL BE FOR
THE HOLDING AND DISBURSEMENT OF THE CUSTODIAL PROPERTY IN ACCORDANCE
WITH THE TERMS OF THIS SERVICE SCHEDULE.
13. INDEMNIFICATION
13.1 In addition to the indemnification obligations set forth in the Agreement, Customer hereby agrees
to defend, indemnify and hold harmless the Prime Trust Indemnified Parties from and against any and all
claims, demands, obligations, losses, liabilities, damages, regulatory investigations, recoveries and
deficiencies (including interest, penalties and attorneys’ fees, costs, and expenses), which Prime Trust
may suffer arising out of or relating to: (a) this Service Schedule; (b) any breach, action, or regulatory
investigation arising from Customer’s failure to comply with Applicable Law and/or arising out of any
alleged misrepresentation, misstatement, omission of fact, or inaccuracy in the representations and
warranties and/or in Customer’s interactions with Prime Trust, or breach, non-fulfillment or default in the
performance of any of the conditions, covenants and agreements, of Customer contained in this Service
Schedule or in any certificate or document delivered by Customer or any Authorized Person(s) or other
agent(s) or in any Authorized Instruction in accordance with any of the provisions of this Service
Schedule; (c) any breach, action or regulatory investigation arising from Customer’s failure to comply
with any state blue sky laws or other applicable securities laws, and/or arising out of any alleged
misrepresentations, misstatements or omissions of material fact in the Customer’s offering memoranda,
general solicitation, advertisements and/or other offering documents; (d) any obligation which is
expressly the responsibility of Customer in accordance with this Service Schedule; (e) any loss or damage
to any third party, direct or consequential, arising out of or in any way related to acts or omissions of
Prime Trust relating to the Custodial Services; (f) any damages or claims resulting from equipment,
software, or network malfunctions or interruptions outside of any Prime Trust’s control; or (g) any misuse
of the Custodial Services by an Authorized Person or through an Authorized Instruction.
13.2 Limitation on Prime Trust’s Duty to Litigate. Without limiting the foregoing, Prime Trust will
not be under any obligation to defend any legal action or engage in any other legal proceedings with
respect to the Customer Custody Account or any property of the Customer Custody Account unless Prime
Trust is indemnified to Prime Trust’s satisfaction. Notwithstanding anything in this Service Schedule,
Prime Trust is authorized and empowered to consult with its counsel of its choice in reference to the
Customer Custody Account and to retain counsel and appear in any action, suit, or other proceeding
affecting the Customer Custody Account or any of the property of the Customer Custody Account. All
fees and expenses so incurred will be for the Customer Custody Account and shall be charged to the
Customer Custody Account.
13.2 Third-Party Claims. Customer agrees to bear sole responsibility for the prosecution, defense, or
enforcement of any judgment, including the employment of legal counsel, of any and all legal actions or
suits involving the Customer Custody Account, which may arise or become necessary for the protection
of the investments in that Customer Custody Account, including any actions lodged against the Prime
Trust Indemnified Parties. However, Prime Trust, in its sole discretion, may, upon notice to Customer,
participate in, or assume and control, the prosecution or defense, or enforcement of any judgment of such
legal actions or suits, at Customer’s expense.

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IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:

Chapter 11

Prime Core Technologies Inc., et al.,1

Case No. 23-11161 (JKS)

Debtors.

(Jointly Administered)

PCT Litigation Trust,2
Plaintiff,
Adv. Proc. No. 25-

(JKS)

v.
East Goodnews Limited,
Defendant.
DECLARATION OF JAMES P. BRENNAN
Under 28 U.S.C. § 1746, I, James P. Brennan, declare as follows under the penalty of perjury:
I.

My Background
1.

I am a forensic accountant with over 20 years of experience conducting analyses and

providing expert testimony in matters involving accounting fraud, Ponzi-schemes, financial crimes,
and asset-tracing and recovery. I have experience in forensic accounting and investigations in fiat
and cryptocurrency.

The debtors in the Chapter 11 Cases, along with the last four digits of each debtor’s federal tax identification number,
are: Prime Core Technologies Inc. (5317); Prime Trust, LLC (6823); Prime IRA LLC (8436); and Prime Digital,
LLC (4528) (collectively, the “Debtors” or “Prime”). The Debtors’ service address is 10845 Griffith Peak Dr., #03153, Las Vegas, Nevada 89135.

PCT Litigation Trust (“Plaintiff” or “PCT”) was established for the primary purpose of pursuing litigation and
distributing assets. PCT Litigation Trust has been vested with claims and causes of actions previously held by the
Debtors.

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I am a Senior Managing Director and Global Head of Fintech, Payments, and Crypto

Compliance and Investigations at J.S. Held. J.S. Held is a global professional service firm which
provides technical, scientific, and financial advisory services.
3.

Prior to working at J.S. Held, I held positions at other investigation firms, including

FTI Consulting, Alvarez & Marsal, and Kroll. In these positions, I managed teams responsible for
investigations involving money laundering, terrorist financing, Ponzi-schemes, asset theft, and other
fraudulent activities, as well as asset-tracing and recovery.
4.

I hold both a B.S. and a M.S. in accounting from St. John’s University. I am a Certified

Fraud Examiner and a Certified Bitcoin Professional.
5.

A copy of my resume is attached hereto as Exhibit 1.

I specialize in accounting, forensic investigations, and disputes involving complex

economic and financial transactions. A significant amount of my practice and experience involves
advising on crypto-related matters.
7.

I am routinely retained to perform analyses of information related to financial crimes,

which include forensic investigations and flow-of-funds analyses related to crypto digital wallet
addresses and fiat bank accounts.
8.

I am familiar with the forensic tools and methodologies used for conducting

investigations related to both fiat and cryptocurrency in criminal, civil, bankruptcy, and regulatory
matters.
9.

I also train domestic and international government entities concerning cryptocurrency

and financial crimes. These entities include, among others, the U.S. Department of Justice, U.S.
Department of Homeland Security, and U.S. Bankruptcy Courts.

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I submit this Declaration in support of PCT’s complaint against East Goodnews

Limited (“East Goodnews”).
11.

In connection with this Declaration, I reviewed testimony from former Prime

executives and employees.
12.

I also reviewed Prime’s bank account information at various financial institutions,

including BMO Harris (“BMO”), Cross River Bank (“CRB”), Signature Bank (“Signature”), and
Royal Business Bank (“RBB”), Prime’s Internal Ledger (the “Internal Ledger”), API Log audit data,
bank statement data, and blockchain data.
13.

Except as otherwise indicated herein, all facts set forth in this Declaration are based

on: (i) my personal knowledge and/or on information provided to me by Prime, former Prime
management and employees, Wind-Down Debtor, the Plan Administrator, and/or the Plan
Administrator’s professionals; or (ii) my review of relevant documents.
14.

Except as otherwise indicated herein, all conclusions and opinions set forth in this

Declaration are based on: (i) the facts as known to me, including those set forth herein; (ii) my
experience and knowledge of Prime’s operations; and (iii) my experience and training as a
professional.
15.

The opinions and conclusions expressed herein are subject to change based on

additional data, facts, and information that may be received after this Declaration is executed,
including, among other things, additional data, facts, and information that becomes available in the
public domain or that is made available by the Wind-Down Debtor, the Plan Administrator, or other
parties during discovery or otherwise.

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Background on Crypto
16.

The term “cryptocurrency” refers to an asset issued and/or transferred using

distributed ledger or blockchain technology, including assets sometimes referred to as
“cryptocurrencies,” “crypto,” “virtual currencies,” “digital assets,” “coins,” or “tokens.”
Cryptocurrencies are digital assets that hold value based primarily on what a purchaser is willing to
pay. Bitcoin (“BTC”) and Ether (“ETH”) are currently the most popular cryptocurrencies, but there
are thousands of other cryptocurrencies.
17.

All cryptocurrencies exist on a “blockchain.” A blockchain is a string of code, which

is the underlying technology that facilitates the creation of and subsequent transaction in a particular
cryptocurrency. All transactions are recorded on the blockchain and are publicly available. When
market participants seek to transact in a particular cryptocurrency, those transactions are submitted
to the blockchain and are executed in batches of transactions, called “blocks.” Those “blocks” are
publicly available and reflect all the cryptocurrency transactions that occurred on the blockchain at a
particular point in time. Those “blocks” are all reflected on the blockchain and are ordered by date
in a “chain”—a “block”-“chain.”
18.

There are a number of different blockchains. The first and most popular blockchain

was the BTC blockchain. Another important blockchain is the Ethereum blockchain, which launched
the popular cryptocurrency ETH. The Ethereum blockchain made it relatively easy to create new
cryptocurrencies that would also reside on the Ethereum blockchain. Those cryptocurrencies created
on the Ethereum blockchain are referred to as “ERC-20” tokens.
19.

Users generally hold crypto in digital wallets. On the Ethereum blockchain, crypto,

digital wallets, and smart contracts are all identifiable to the public by unique Ethereum digital
addresses, which are derived from public keys. These Ethereum digital addresses are 40-character
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hexadecimal strings. Anyone can use the platform Etherscan to see the complete public history of
transactions associated with any of these digital addresses, including any time crypto is traded or any
time a smart contract is used.
20.

Similarly, on the Bitcoin blockchain, digital wallets and their respective holdings are

identifiable to the public by unique Bitcoin digital addresses, which are derived from public keys.
Bitcoin digital addresses are shorter, hashed versions of public keys, which are digital addresses with
long alphanumeric strings.
21.

“Private keys” are essentially individual passwords used to denote ownership of a

particular blockchain wallet.

Like public keys, private keys similarly consist of multi-digit

alphanumeric strings. However, unlike public keys—which are knowable by the public and used
simply to identify a digital address—private keys are known only by the owner of the digital wallet
and used by the owner to access and manage the digital wallet.
22.

Many digital wallets and private keys are “custodial,” which means that they are

possessed by a third party, such as a centralized crypto exchange. In contrast, “self-hosted” digital
wallets have no third party that is taking custody of the crypto.
23.

Some digital wallets are “multi-sig” digital wallets, meaning that access to the digital

wallet requires multiple digital “signatures” to access and transact with the crypto stored on the digital
wallet.
24.

Transactions occurring on the blockchain incur fees. On the Ethereum blockchain,

these are referred to as “gas fees.” Gas fees refer to the costs that blockchain users must pay to
network validators for their participation in validating transactions on the blockchain. In other words,
they are fees charged by the blockchain itself for successfully completing a transaction on the
blockchain. The exact amount of gas fees for a particular transaction can fluctuate based on factors
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such as the size of the transaction, supply, demand, and network activity at the time the transaction is
made.
25.

However, on the Bitcoin blockchain, these are referred to simply as “transaction fees.”

Transaction fees refer to the costs that blockchain users pay to bitcoin miners as an incentive for
preventing network congestion and incorporating a transaction in the subsequent “block.”3 In other
words, they are rewards paid to miners for facilitating the successful completion of a transaction on
the blockchain. Similar to gas fees in the case of ETH, the exact price of the transaction fee for a
particular Bitcoin transaction can fluctuate based on factors such as the size of the transaction (in
terms of bytes), supply, demand, and network activity at the time the transaction is made.
26.

Furthermore, a key distinction in how transaction fees are determined on the Bitcoin

network compared to other blockchains is the protocol’s Unspent Transaction Output (“UTXO”)
model. 4 While other blockchains such as Ethereum utilize an account-based system, where digital
wallet balances are adjusted based on transaction activity, Bitcoin’s system is often compared to
physical cash because the “input”5 for a Bitcoin transaction is typically compiled of various UTXOs
(representing various amounts of BTC) that it previously received. If the value of the UTXO is not
the exact equivalent of the desired amount, “change” is then sent back to the sender in the form of a
new UTXO.6

See FIDELITY DIGITAL ASSETS, “Bitcoin and Ethereum Fees Explained,”
https://www.fidelitydigitalassets.com/research-and-insights/bitcoin-and-ethereum-fees-explained.

A UTXO is the “unspent” amount of BTC or “change” that is left over from a digital wallet sending BTC to another
digital wallet.

An “input” is the amount of BTC being sent from a digital wallet to another digital wallet.

See KRAKEN, “What is a Bitcoin unspent transaction output
https://www.kraken.com/learn/what-is-bitcoin-unspent-transaction-output-utxo.

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(UTXO)?”,

available

at:

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The number of UTXOs (representing various amounts of BTC) in a transaction

impacts its data size, and this in turn is reflected in the transaction fee. The more UTXOs
(representing various amounts of BTC) required to complete the transaction, the higher the cost of
processing it will be.7 This is because transaction fees are calculated by a certain number of satoshis8
(0.00000001 BTC) per byte of data.9 Oftentimes, sophisticated traders or entities will consolidate
their UTXOs (representing various amounts of BTC) by sending funds to themselves during off-peak
hours, to reduce the transaction fee for when they send the funds outward in the future.
III.

Prime’s Crypto Commingling
28.

Prime did not maintain separate or segregated digital wallets for crypto that its

customers transferred to Prime. Rather, Prime held and commingled the crypto transferred by its

See RIVER, “Bitcoin’s UTXO Model: What Is It and How to Manage UTXOs”, available at:
https://river.com/learn/bitcoins-utxo-model/.

A satoshi is the smallest unit of Bitcoin and essentially measures the size of the transaction.

See
BITSTAMP,
“How
are
BTC
transaction
fees
determined?”,
https://www.bitstamp.net/learn/blockchain/how-are-btc-transaction-fees-determined/.

-7-

available

at:

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various customers in omnibus digital wallets (“Omnibus Digital Wallets”), where it was further
commingled with crypto that Prime used for its own corporate operations and purposes.
29.

The shared Omnibus Digital Wallets were contained in Prime’s vaults (“Vaults”) with

Fireblocks LLC (“Fireblocks”).10 Prime used Vaults within its Fireblocks infrastructure to organize
digital wallets (including the Omnibus Digital Wallets), to implement increased security measures,
and to take advantage of efficiencies in transaction policies and other access controls.
30.

Each Prime customer was provided with its own unique deposit digital wallet address

(“Deposit Digital Address”) in order to transfer crypto to Prime.
31.

Prime would periodically “sweep,” in other words, collect, all of the crypto that had

been transferred to Deposit Digital Addresses and then transfer that crypto to one or more of the
shared Omnibus Digital Wallets controlled by Prime.

This “sweeping” or collection process

commingled the crypto that various customers transferred to Prime.
32.

Prime utilized inconsistent methods for sweeping Deposit Digital Addresses. Prime

maintained an application that could trigger a sweep based on certain events occurring such as a
withdrawal request. A Prime employee also could manually perform a sweep at any given time.
33.

Prime regularly transferred crypto between its Omnibus Digital Wallets, further

commingling the crypto that customers transferred to Prime. It does not appear that Prime used a
consistent or defined process for transfers between its Omnibus Digital Wallets.

Fireblocks is a third-party crypto security platform which provides infrastructure for moving, storing, and issuing
crypto. Prime used Fireblocks to hold and manage its crypto. “Vaults” are storage solutions for crypto that group
multiple digital wallets in a single, central location. “Vaults” can be managed more efficiently as a group and provide
enhanced security across all digital wallets within a Vault.

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Since Prime did not maintain segregated digital wallets for each of its customers and

the crypto at Prime was commingled (similar to fiat), Prime was forced to rely on its Internal Ledger
to attempt to keep track of how much crypto Prime owed each of its customers.
35.

Prime would credit a customer’s balance on its Internal Ledger for any crypto that a

customer sent to Prime through its unique Deposit Digital Address. The Internal Ledger did not (and
could not) track which of the Omnibus Digital Wallets held the specific crypto that a customer had
originally transferred to Prime because that crypto was commingled with crypto other customers had
transferred to Prime as well as with Prime’s own crypto within and across multiple Omnibus Digital
Wallets.
36.

Prime implemented various mechanisms to minimize transaction fees paid on crypto

transfers. For example, Prime implemented a Gas Station mechanism to reduce the payment of gas
fees on the Ethereum blockchain by consolidating ETH, USD Coin (“USDC”), or Tether (“USDT”)
transactions, respectively. In doing so, the transfer of ETH, USDC, or USDT between various
Deposit Digital Addresses, Prime Omnibus Digital Wallets, and Prime Gas Station Wallets further
commingled the crypto held at Prime.
37.

Likewise, for BTC transactions, Prime minimized transaction fees by sweeping

UTXOs (representing various amounts of BTC) into the transaction, also resulting in further
commingling crypto when Prime transferred BTC between various Deposit Digital Addresses and
Prime Omnibus Digital Wallets.
38.

Based on my experience, Prime’s haphazard transferring of crypto, lack of defined

processes and procedures, and deficient record keeping are red flags of potential fraud. At a
minimum, it demonstrates poor asset management and suggests that Prime was moving crypto around

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to manage customers’ outgoing transfer requests or Prime’s own needs without consideration of the
ultimate negative impact such management had on the business overall.
39.

Prime did not perform regular reconciliations to compare the crypto recorded in its

Internal Ledger with the crypto Prime actually held in its Omnibus Digital Wallets.
40.

When a customer requested to transfer crypto from Prime, Prime relied on the Internal

Ledger to validate that the specific customer had previously transferred an amount of crypto to Prime
sufficient to support the transfer request. Prime then checked its multiple Omnibus Digital Wallets
to determine which one(s) held sufficient crypto to satisfy the customer’s transfer request. Prime
would then transfer crypto from an Omnibus Digital Wallet(s) with sufficient crypto to the customer.
Prime did not transfer crypto to the customer from the original Deposit Digital Address the customer
had used to transfer crypto to Prime, or even necessarily from the original Omnibus Digital Wallet(s)
where that customer’s crypto had initially been swept. In other words, the crypto Prime would send
to a customer to satisfy an outgoing transfer request was not the same crypto that the customer had
originally sent to Prime.
41.

Based on my review of Prime’s company records, such as the Internal Ledger, and

blockchain data, I have identified several illustrative examples of the crypto commingling that
occurred at Prime. The diagrams in this Declaration feature specific relevant examples to illustrate
the concepts discussed in the Declaration and do not reflect the full scope of all of the blockchain
activity in each diagram. These examples are described below.
A.

Prime Omnibus Digital Wallet ~b2ea (ETH Example)

42.

One Omnibus Digital Wallet frequently used by Prime has the digital address ending

in ~b2ea (the “~b2ea Wallet”).

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Like Prime’s other Omnibus Digital Wallets, the ~b2ea Wallet received crypto from

Deposit Digital Addresses through the periodic sweeps that Prime conducted.
44.

The diagram11 below (based on blockchain data) depicts three different Prime

customers transferring crypto into different Deposit Digital Addresses at Prime, and Prime sweeping
the crypto from the Deposit Digital Addresses into its omnibus ~b2ea Wallet:

45.

Thus, as demonstrated above, the ~b2ea Wallet (like all of Prime’s Omnibus Digital

Wallets) contained commingled crypto transferred to Prime by various customers.
46.

Another example of incoming transfers that the ~b2ea Wallet received were transfers

from a different Prime digital wallet that Prime referred to as the “PT Segregated Assets” wallet (“PT
Segregated Assets Wallet”).
47.

The PT Segregated Assets Wallet was intended to keep Prime’s corporate crypto

separated from the crypto transferred to Prime by its customers, which would have been proper
practice. However, in practice, this segregation did not actually occur. The PT Segregated Assets

In the diagrams in the
digits of their digital addresses.

., all digital wallets and Deposit Digital Addresses are referred to by the last four

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Wallet contained crypto transferred from a Prime Omnibus Digital Wallet, which itself contained
crypto transferred to Prime by thousands of customers via Deposit Digital Addresses.
48.

Despite its internal label “PT Segregated Assets”, I observed that ETH was transferred

from the PT Segregated Assets Wallet to the omnibus ~b2ea Wallet which contained commingled
crypto transferred to Prime by various customers. For example, in March 2022, the PT Segregated
Assets Wallet transferred 194 ETH to the ~b2ea Wallet.
49.

The diagram below illustrates how crypto transferred to Prime by Customer A was

subsequently commingled in the ~b2ea Wallet with crypto from the PT Segregated Assets Wallet.
The same ~b2ea Wallet was then used to satisfy outgoing transfer requests of other Prime customers,
including Customer B and Customer C. Therefore, in this example, the outgoing crypto transfers to
Customer B and Customer C may have included some of the crypto transferred by Customer A along
with crypto from other customers who had transferred crypto to the ~b2ea Wallet.

50.

Similarly, the diagram below provides an example of how five different Prime

Omnibus Digital Wallets transferred crypto amongst one another in a manner that appears entirely
arbitrary and haphazard.

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In my experience, it is uncommon for such a high volume of transfers to occur amongst

digital wallets controlled by a single entity. I have been unable to ascertain a business purpose or
rationale for the frequent transfers of crypto that Prime conducted between its different Omnibus
Digital Wallets.
52.

The extensive commingling of crypto in Omnibus Digital Wallets at Prime makes it

impossible to specifically attribute any crypto to a particular customer.

Prime Omnibus Digital Wallet – ~df94 (USDT Example)

53.

ETH is also used to pay gas fees associated with USDT transactions, which were other

types of crypto transactions that caused further commingling of crypto transferred to Prime by
customers.
54.

The diagram below illustrates a customer transaction involving USDT. The customer

(“Customer A”) purchased USDT on a crypto exchange and then transferred USDT to a Deposit
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Digital Address at Prime. The USDT was then swept into one of Prime’s Omnibus Digital Wallets
with the digital address ending in ~df94 (the “~df94 Wallet”) where it was immediately commingled
with USDT that had been transferred to Prime by other customers. Since USDT transactions occur
on the Ethereum blockchain, ETH is needed to pay the gas fee to transfer the USDT from the Deposit
Digital Address into the Omnibus Digital Wallet. In this scenario, ETH from Prime’s Omnibus
Digital Wallet is used to cover the gas fees. Since Customer A is only transacting in USDT, the ETH
required for the transaction must be supplied from other ETH already held in the ~df94 Wallet.

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As a result, in this example, not only is the USDT that Customer A transferred to

Prime commingled in the ~df94 Wallet, but also the ETH that was used to pay for the gas fees was
commingled ETH, which further commingled the crypto at Prime.
56.

This example demonstrates how transactions involving USDT resulted in commingled

USDT as well as further commingled ETH, making it practically impossible to differentiate between
USDT transferred to Prime by one customer as compared to another Prime customer.
C.

Prime’s Crypto Transaction Fees

57.

Based on my experience, Prime likely performed sweeps of each crypto type from the

Deposit Digital Addresses into Omnibus Digital Wallets to pool crypto together to create certain
efficiencies.
58.

Crypto transfers between different Prime’s Vaults within Fireblocks occur on-chain,

meaning that Prime would have to incur transaction fees when transferring crypto between Vaults at
Fireblocks.
59.

To avoid transaction fees, Prime could simply adjust crypto entries on its Internal

Ledger to avoid conducting any actual transactions on the blockchain, which would have otherwise
incurred transaction fees. By doing this, the crypto would technically remain in the same original
Omnibus Digital Wallet, but the Internal Ledger would now attribute a new value to the customer.
60.

To reduce transaction fees that could not be avoided entirely through Internal Ledger

entries, Prime could pool transactions and perform them during off-peak hours when the blockchain
network was less congested and thus less expensive. Thus, by pooling and commingling crypto into
Omnibus Digital Wallets, Prime was able to reduce transaction fees.

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ETH Gas Fees (for ETH, USDT, and USDC Transactions)

Transfers of ETH, USDT, or USDC between Prime’s Vaults within Fireblocks occur

on-chain. Prime thus incurred gas fees when transferring ETH, USDT, or USDC between Vaults at
Fireblocks. Prime incurred ETH gas fees when transferring USDT and USDC because ETH is needed
to pay for gas fees to transfer USDT and USDC on the Ethereum blockchain.
62.

Gas fees can be reduced by pooling transactions and performing them during off-peak

hours when the blockchain network is less congested. Thus, by pooling crypto in Omnibus Digital
Wallets in Prime’s Vaults at Fireblocks, Prime was able to conduct grouped transactions for the
purpose of incurring reduced gas fees.
63.

To help pay for these gas fees, Prime set up additional digital wallets which it referred

to collectively as “gas stations” (“Gas Stations”). Prime funded the Gas Stations from its other digital
wallets (including Prime Omnibus Digital Wallets) and used the Gas Stations to pay gas fees when
Prime conducted on-chain transactions.
64.

Prime used a variety of sources to fund the Gas Stations, which resulted in Prime

further commingling the crypto transferred to Prime by its various customers with Prime’s own
crypto.
65.

Within Prime’s Fireblocks infrastructure, I have identified two Gas Stations

(represented by the two bright green nodes in the below diagram):
(i)

Prime Gas Station ~6898

(ii)

Prime Gas Station ~575d

66.

These Gas Stations received ETH transferred from Prime’s Omnibus Digital Wallets

(represented by the green nodes at the top of the below diagram), customers’ external digital wallets
(represented by the pink, blue, red and yellow nodes in the below diagram), as well as several external
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digital wallets that do not appear to be attributable to Prime or its customers (represented by the gray
nodes in the below diagram).

67.

I also have observed instances where Prime’s operations personnel used fiat from one

of Prime’s commingled bank accounts to purchase ETH to refill the Gas Stations.
68.

For example, on April 26, 2022, a former Prime operations team employee submitted

a request form for $4,290 “to purchase 1.5 ETH to refill the gas station” (the “April 26, 2022 Request
Form”), as shown below. The April 26, 2022 Request Form sought to transfer funds from one
Santander bank account, with the account name “Prime Trust Operating Account,” to a different
Signature bank account, with an account name “T&C WIRE Clearing.” Based on my review of bank
records, this Signature bank account held commingled fiat transferred to Prime by customers and, as
demonstrated by this request, also held fiat used for Prime’s operations.

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As a result, Prime’s operational crypto was commingled with crypto transferred to

Prime by customers.
IV.

Prime’s Fiat Commingling
73.

Prime held and commingled fiat that customers transferred to it in omnibus bank

accounts along with fiat transferred to it by thousands of Prime’s other customers and fiat Prime
generated from its business operations.
74.

Since fiat that customers transferred to Prime was commingled with fiat from other

customers and fiat Prime generated from its business operations, Prime was forced to rely on its
internal ledger (the “Internal Ledger”) to keep track of transactions to identify how much Prime owed
each of its customers.12 I was provided and reviewed Internal Ledger data.
75.

Prime also transferred funds between bank accounts that contained fiat transferred to

Prime from customers and bank accounts that primarily contained fiat Prime generated from Prime’s
business activities. These internal transfers further commingled fiat.
76.

According to the Internal Ledger, bank account statements, and bank reconciliation

files I reviewed, Prime regularly made internal transfers between Prime’s bank accounts. Prime
would move funds between its different bank accounts, regardless of the source of funds, on an asneeded basis to satisfy wire and Automated Clearing House (“ACH”) requests.
77.

Prime had numerous bank accounts at different banks depending on the time period.

Based on my review of the bank statements, during a given period, certain bank accounts were
primarily used depending on the type of transaction. For example, Prime predominantly used one

Deposition of
“
Dep.”), 89: 19–25.

, In re Prime Core Technologies, No. 23-11161 (Bankr. D. Del. Nov. 16, 2023) (the

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omnibus bank account at BMO (“BMO x3077”), for incoming and outgoing wire transfers during
2023.
78.

BMO x3077 contained commingled funds that had been transferred to it from Prime’s

other bank accounts as well as directly from Prime customers.
79.

A large volume of debits and credits occurred almost daily to and from BMO x3077.

However, Prime’s bank statements for BMO x3077 only include reference numbers regarding the
movement of funds into or out of that account. There are no other details within the bank statements.
This makes it difficult to determine who was transferring funds into Prime and the recipients of
outbound transfers.
80.

Prime also would regularly make internal transfers from BMO x3077 into a different

omnibus bank account at BMO (“BMO x9934”) to earn a higher rate of interest. Most of the unused
funds left in BMO x3077 at the end of each day would be transferred back to BMO x9934 as BMO
x9934 provided a higher rate of interest than BMO x3077. Transfers between the bank accounts were
described in Prime’s bank statements as “PC Transfers”.
81.

It appears that the vast majority of funds contained in BMO x9934 were commingled

funds that had been transferred into BMO x9934 from the commingled BMO x3077 account.
BMO x9934 also contained some funds that had been transferred into it from other commingled bank
accounts held by Prime, such as CRB and Signature bank accounts.
82.

These CRB and Signature bank accounts operated in a largely similar manner as BMO

x3077—i.e., they contained commingled funds that had been transferred from other Prime bank
accounts containing funds transferred to Prime by other Prime customers.
83.

For instance, “CRB x9892” and “CRB x4453” were omnibus bank accounts at CRB

utilized by Prime. These accounts were used primarily for internal transfers and payments via
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automated clearing house (“ACH”). Thus, during 2023, it appears that Prime primarily utilized either
BMO x3077, CRB x9892, or CRB x4453 depending on whether Prime needed to make transfers via
wire or ACH.
84.

Due to the extensive commingling of funds within Prime’s omnibus bank accounts,

the funds held within these omnibus bank accounts cannot be attributed to specific customer deposits
or withdrawals.
85.

Prime bank statements reflect the movement of funds between Prime bank accounts

but do not include details sufficient to identify where those funds originally came from, whom they
were being transferred to, or for what reason they were being transferred.
86.

Transfers between Prime accounts usually occurred in round dollars, as opposed to

specific amounts based on specific transactions. This suggests that Prime likely estimated the amount
of funds to transfer instead of transferring specific funds in response to specific transaction activity.
This practice further adds to the difficulty in connecting transfers with specific transactions reflected
in Prime’s Internal Ledger.
87.

Based on my experience, numerous internal transfers amongst bank accounts without

accurate recordkeeping can be indicative of fraud. It also can suggest that an entity is facing cash
shortfalls and is moving funds around to manage funds in a manner to satisfy withdrawals or other
immediate, pressing cash needs.

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Prime’s Inadequate Reconciliation Processes
88.

According to Prime’s records and sworn testimony from former employees, Prime did

not perform regular or timely reconciliations of accounts and, at least before March 2021, any
reconciliations that Prime conducted were manual.13
89.

Reconciliation processes are critical internal controls. They enable companies to

identify potential errors or fraud so that their books and records are accurate. They also permit
companies to validate the amount of cash that the company holds. Reconciliation processes typically
consist of comparing transactions or other financial activities between the company’s internal records
and the bank records to verify the data and the proper amounts of account balances.
90.

For Prime’s fiat, reconciliation processes generally consisted of comparing the

amounts and transaction activity reflected on Prime’s Internal Ledger during a given time period with
the bank account activity during that same time period.
91.

(“

”), Prime’s former SVP of Operations and Reconciliations,

largely designed Prime’s reconciliations processes.

explained:

Okay. And when you moved into your new role in March of 2021 as
operations and reconciliations, what was the reconciliations piece?

Prime Trust did not have reconciliation tools, essentially.
responsibility was in kind of designing the reconciliation tools.

What’s a reconciliation tool?

Somebody makes a request for a transaction: How can you basically
reconcile that it occurred. If that makes sense.

Can you—can you expand a little bit? So a customer says, I want to buy
Bitcoin?

See Deposition of
Dep.”), 19:23 - 20:13.

So my

, In re Prime Core Technologies, No. 23-11161 (Bankr. D. Del. Mar. 29, 2024) (the

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Yeah. So, well, it wouldn’t be necessarily for the purchases, but, for
instance, a client’s account says that they have one Bitcoin in their account.
Can you confirm that it was received on the Ledger.

Okay. So you’re confirming that you actually have the assets that your
client’s accounts are reflecting they have; is that right?

In a way, yeah. So it was assuming that if we had assets displayed, you
know, do we actually have them.14

92.

(“

”), Prime’s former Chief of Regulatory Affairs,

described “reconciliations” as “taking the general ledger and reconciling it to a bank statement; taking
customer, you know, account statements and reconciling those to the bank statement wherever those
assets may be held. When I say assets, I’m talking about Fiat.”15
93.

Both

and

testified as to the insufficiency of Prime’s

reconciliation processes during their tenures with Prime.
94.

testified: “Reconciliations were not being done in a timely manner.”16

95.

discussed Prime’s reconciliations process both before and after March 2021:

There just wasn’t very good reconciliation tools. Everything was done
manually. So I was brought in to work on building these tools and making
them more automated . . .

...
Q:

Okay. So you weren’t—you weren't responsible for fixing whatever
happened prior, you were responsible for forward-looking projects for
reconciliation; is that the idea?

Yeah, I was—I was put in that position to essentially build the automated
systems for transactions looking forward. Once the system was, I guess
you can say, built, you know, I was let go of the responsibilities of building

Dep., 18:3–19:7.

Dep., 16:4–9.

Id. at 38: 23–24.

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it, and there were teams that were brought on to essentially do the
reconciliation.17
96.

For crypto, Prime’s reconciliation processes were in the beginning stages of being

developed in early 2022 and generally consisted of comparing the amounts and transaction activity
reflected on Prime’s Internal Ledger and Prime’s Fireblocks environment.
97.

I also reviewed internal Prime communications concerning commingling of fiat and

crypto as well as asset reconciliation.
98.

For example, on December 17, 2022,

(“

”), Prime’s former

General Counsel, sent an email to several Prime employees concerning a Nevada Financial
Institutions Division (“Nevada FID”) request for information regarding Prime’s statement that it
“invested in additional Ether[e]um using fiat currency from its omnibus accounts.” 18 Specifically,
Nevada FID requested that Prime “[p]lease provide a list of clients impacted from the investment and
which omnibus accounts were utilized.”19
99.

On December 19, 2022,

responded: “Bank account, as in where was the USD

pulled to credit our ledger and eventually purchased the ETH on our ledger? If so, I don’t believe
any specific bank accounts were used, as management considered all funds tangible in our omnibus
model. In their decision, no bank movements were needed/done before the credits were requested to
the ledger.”20

Dep., 19:25–20:5; 21:14–22:2.

Dep., Ex. 28 (internal quotations omitted).

Id.

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On December 28, 2022,

Operations, responded: “

Page 111 of 194

, former SVP and Head of Banking and Trust

, and I met today. We are in agreement that we are not able to

specify what customer is out of the funds due to our omnibus structure.”21
101.

Given the above testimony from former executives, it is clear that Prime did not

perform regular or timely reconciliations, which demonstrates that Prime lacked critical internal
controls. Based on my experience, without such internal controls, companies cannot readily identify
potential errors or fraud to verify and ensure that their data and records are accurate. Therefore, Prime
did not have adequate safeguards or processes in place to validate the amount of fiat and crypto that
the company held and accurately attribute the proper balances to Prime customers.
VI.

The 98f Wallet Caused Further Commingling of Fiat and Crypto
102.

The most notable example of Prime’s commingling of both fiat and crypto and its

failure to reconcile its Internal Ledger was when Prime used fiat transferred to it by its customers to
make purchases of ETH to replace ETH that was locked in an inaccessible “multi-sig” digital wallet
(the “98f Wallet”).22
103.

In December 2021, one of Prime’s customers, Plutus Financial Inc. d/b/a Abra and

Plutus Lending LLC (“Abra”), requested a transfer from Prime of 5,867.71 ETH (worth
approximately $24,000,000.00 at the time23). At this time, Prime realized that Abra had been

Id.

A “multi-sig” digital wallet requires digital signatures of multiple individuals to access and transact with the crypto
stored on the digital wallet. The “98f Wallet” is referred to herein as such because it has a digital address ending in
the characters “98f.”

Price data was obtained from CoinGecko.com. The monthly closing price for ETH (which was approximately $4,085)
was calculated by adding each day’s closing price and dividing the daily closing price by the number of days in the
month.

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transferring ETH into a forwarder digital wallet24, which automatically had been forwarding the ETH
into the inaccessible 98f Wallet.
104.

By December 2021, Abra had already transferred more than 11,000 ETH (worth

approximately $45,000,000.00 at the time25) into the 98f Wallet.
105.

Prime decided to satisfy Abra’s December 2021 (and subsequent) ETH transfer

requests by using fiat transferred to Prime by other customers to purchase replacement ETH from one
of Prime’s liquidity providers (“Liquidity Provider”).
106.

Regarding this decision to use commingled fiat to purchase replacement ETH from

Liquidity Provider,

(“

”), Prime’s former Chief Operating Officer, testified as

follows:
Q:

So [Customer is] depositing into a wallet that you don’t have access to and
is requesting withdrawals. Prime funds those withdrawals. How does it do
it?

I would defer to
on that. But essentially it was use of omnibus funds,
is my understanding.

What’s use of omnibus funds?

As I mentioned before, my understanding is we maintained omnibus
accounts, meaning fiat accounts and crypto accounts, crypto wallets that
had basically commingling of customer funds.

And which funds were used to make the purchases of the ETH to fund the
transactions?

A “forwarder digital wallet” is a type of digital wallet that automatically sends crypto that the digital wallet receives
to another digital wallet. This is often used by businesses to enhance security and streamline operations.

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Funds from the fiat account. Fiat omnibus account. Is my understanding.
Once again,
would know specifically.26
Abra continued to request ETH transfers, meanwhile the ETH in the 98f Wallet

remained inaccessible. Between December 23, 2021 and March 30, 2022, Abra requested that Prime
transfer a total of 48,034.57 ETH (worth approximately $145,000,000.00 at the time27). Prime
continued to use commingled fiat to purchase replacement ETH from Liquidity Provider. During
that same period, Prime recorded ten different wires to Liquidity Provider’s account, which
purportedly represented new fiat transferred into Liquidity Provider’s account to cover the ETH
purchased from Liquidity Provider, as shown in the table below.
Date
12/23/2021
12/31/2021
1/6/2022
1/6/2022
1/22/2022
3/12/2022
3/15/2022
3/15/2022
3/29/2022
3/30/2022

USD Internal Ledger
“Wire” Transfer28
Amount
$11,958,000
$12,158,250
$2,778,400
$7,293,300
$5,000,000
$4,644,000
$8,524,750
$8,043,000
$7,902,800
$8,065,048

ETH On-Chain
Transfers
2,999.99
3,250.00
800.00
2,100.00
1,930.50
1,800.00
3,049.98
3,000.00
2,300.00
2,347.22

Deposition of
, In re Prime Core Technologies, No. 23-11161 (Bankr. D. Del. Nov. 16, 2023) (the
“
Dep.”), 92:25–93:18.

Price data was obtained from CoinGecko.com between the dates of December 23, 2021 and March 30, 2022. The
price for ETH (which was approximately $3,031) was calculated by adding each day’s closing price and dividing the
daily closing price by the number of days in the time period..

Prime did not actually execute any of these wire transfers. See

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As Prime did not actually receive any new funds, Prime used the commingled fiat that

had been transferred to it by its customers to fund these replacement ETH purchases from Liquidity
Provider.
109.

The below diagram illustrates ten of the replacement ETH purchases that Prime made

from Liquidity Provider, which it ultimately used to satisfy the withdrawal requests of Abra.

110.

Because the ETH that Abra had originally transferred to Prime was (and still is to this

day) locked away in the inaccessible 98f Wallet, it is indisputable that the ETH that Prime transferred
to Abra to satisfy its withdrawal requests could not be the same ETH that Abra had originally
transferred to Prime. The ETH that Abra received was purchased by Prime using commingled fiat
that had been transferred to Prime by other customers. Moreover, prior to Prime transferring ETH to
Abra, the ETH was commingled with other ETH (transferred to Prime by Abra, Liquidity Provider,
and other Prime customers) in the ~b2ea Wallet discussed above. In short, (i) commingled fiat was
used to purchase ETH, (ii) this ETH was then commingled with ETH that other customers had
transferred to Prime, and (iii) commingled ETH was then transferred to Abra.
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Certain executives at Prime seem to have undertaken steps to corrupt Prime’s internal

records in connection with the replacement ETH purchases to make it appear as if Prime received
incoming wire transfers to justify the increase in fiat account balances for Liquidity Provider.
112.

Specifically, Prime settled the ETH purchases from Liquidity Provider by

“credit[ing]” the Liquidity Provider’s customer account at Prime with fiat amounts equivalent to each
ETH purchase.
113.

To “credit” Liquidity Provider’s fiat customer balance with Prime, Prime had to input

a “contribution” on Prime’s Internal Ledger to make it appear as if Liquidity Provider had wired fiat
to Prime. However, Liquidity Provider did not actually wire fiat to Prime in connection with the ETH
purchases.
114.

testified on this subject as follows:

So let me—let me make sure I understand what you said. You said how to
get money to [Customer]. You meant how to get money to [Liquidity
Provider]; right?

Sorry, yeah, that’s what I meant. [Liquidity Provider].

Okay. So in order to credit [Liquidity Provider’s] cash account at Prime,
there needed to be a contribution on the internal Ledger; is that right?

Correct.

And once there is a contribution to the internal Ledger, then when
[Liquidity Provider] goes to its account, it looks like there is more cash in
the account; isn’t that right?

Correct.

There’s not actually any more cash in the bank account; right?

No, there is no—there is no credit of that money to the bank accounts, only
to the Ledger.29

Dep., 155:11–156:9.

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This method of settlement of the ETH purchases from Liquidity Provider resulted in

a discrepancy between the amount of fiat that Prime’s Internal Ledger reflected and the actual amount
of fiat that Prime held in its bank accounts:
Q:

[T]here’s going to be cash reflected in [Liquidity Provider’s] account, but
that cash is not actually in the bank; is that right?

Correct. Correct.

And the cash that [Liquidity Provider] would have had, if they were to
withdraw, that’s just in the omnibus cash account, that has everybody
else’s—all other customers’ cash in it, too; right?

Correct . . .

I see. But the Ledger would show an amount owed to your customers that’s
higher than the amount that you’re holding in your bank?

Exactly.

That’s ultimately what happened; right?

Yeah, that’s exactly what happened.30

116.

The illustrative chart below31 demonstrates that Prime’s Internal Ledger falsely

indicated that there were “incoming” wire transfers to Liquidity Provider between December 23, 2021
and March 30, 2022:

Id. at 144:11–20; 146:7–15.

This illustrative chart is not an image directly copied from Prime’s Internal Ledger. Rather, this chart contains data
related to certain transactions that was pulled from Prime’s Internal Ledger.

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created_date cash_transaction_id
12/23/2021 ~0457
12/31/2021 ~0902
1/6/2022 ~b83d
1/6/2022 ~5aaa
1/22/2022 ~6c81
3/12/2022 ~777d
3/15/2022 ~2910
3/15/2022 ~1b2e
3/29/2022 ~113f
3/30/2022 ~ecc3

117.

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name
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider
Liquidity Provider

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Prime’s bank account statements do not reflect any of the above wire transfers ever

occurring.
118.

For example, the above data reflects that Prime received the following incoming wire

transfers: (i) $11,958,000.00 on December 23, 2021; and (ii) $12,158,250.00 on December 31, 2021.
These transfers correspond with the first two replacement ETH purchases from Liquidity Provider.
However, these wires are not reflected in Prime’s relevant bank account statements.32
119.

confirmed that these purported incoming wire transfers would not be

identifiable in any Prime bank account statements:

When it says funds transfer in column F and it says “wire, wire, wire.” Do
you see that?

Yes.

There were no wire transfers; right?

Yes.

Just to be clear. Yes, there were not any wire transfers in connection with
these [Liquidity Provider] purchases; right?

See Prime’s December 23, 2021, and December 31, 2021, bank account statements from Signature Bank attached as
Exhibits 2 and 3, respectively.

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Yes, there were no wire transfers . . .

And we can take you through—we’ve looked at it, but it wouldn’t surprise
you that there were no wire transfers reflected in the bank account
statements for Prime Trust concerning these transactions; right?

Correct.

And that’s because there were no wire transfers out to [Liquidity Provider]
in connection with these transactions; right?

No wire transfers in.33

120.

As discussed herein, certain executives at Prime seem to have undertaken steps to

corrupt Prime’s internal record keeping. The false entries to Prime’s Internal Ledger further add to
the difficulty in connecting transfers with specific transactions reflected on Prime’s Internal Ledger.
VII.

East Goodnews’s Transfers During the Preference Period
121.

To analyze the fiat and crypto transactions between Prime and East Goodnews, I

reviewed Prime’s Internal Ledger, API log audit data, bank statements, bank reconciliations, and
blockchain data.
122.

I identified East Goodnews’s transactions recorded in Prime’s Internal Ledger by

searching for internal account names attributed to East Goodnews on the Internal Ledger. These
internal account names did not correspond with actual unique, segregated bank accounts.
123.

In my review of fiat and crypto transactions that occurred during the Preference

Period,34 I confirmed that there were outgoing transfers from Prime to or for the benefit of East
Goodnews that totaled $1,316,624.00, and 50,600.00 USDT (the “Transfers”).

33
34

Dep., 164:22–165:10; 166:5–15.
Prime and certain of its affiliates filed the above-captioned Chapter 11 Cases on August 14, 2023 (the “Petition
Date”), meaning that Prime’s preference period occurred between May 16, 2023 and August 14, 2023 (the
“Preference Period”).

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All of the fiat transfers between Prime and East Goodnews during the Preference

Period were transferred from BMO x3077.
125.

All of the crypto transfers during the Preference Period were transferred from the

Omnibus Digital Wallets that commingled crypto. I was able to review each of these transfers on the
blockchain.
126.

Using API log audit data, I confirmed that the username “Lynn” utilizing the email

address lynn201004@126.com directed each of the Transfers for or on behalf of East Goodnews. 35,36
This email address was not associated with Prime.
127.

I identified that East Goodnews transferred no potential subsequent new value to

Prime after receiving certain of the Transfers. I thus calculated the preference claim against East
Goodnews to be no less than $1,316,624.00 and 50,600.00 USDT (the “Preference Claim”). My
analysis evaluated the transaction date and time provided in the bank and API log audit data for each
incoming and outgoing transfer during the Preference Period, and the date and time as recorded onchain for each crypto transaction during the Preference Period.
***
128.

In sum, blockchain data, Prime’s Internal Ledger, Prime’s bank account data, Prime’s

repeated transfers of fiat between commingled omnibus bank accounts, Prime’s repeated transfers of
crypto between commingled Omnibus Digital Wallets in the Vaults at Fireblocks, Prime’s use of fiat
transferred to Prime by other customers to purchase ETH because Prime lost access to the 98f Wallet,
Prime’s falsified Internal Ledger wire transfer entries covering Prime’s replacement ETH purchases,
and Prime’s gross failures in fiat and crypto segregation, reconciliation processes, and inability to
35

API log audit data identifies which customer’s email initiated a transaction providing an audit trail.

Attached to this Declaration as Exhibit 4 is API log audit data for the Transfers.

-33-

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distinguish fiat or crypto transferred to Prime by certain customers from company fiat, or from fiat
or crypto transferred to Prime by other customers, make it clear that East Goodnews and Prime: (i)
cannot identify the specific fiat or crypto that East Goodnews transferred to Prime; (ii) cannot identify
which specific funds in Prime’s commingled bank accounts were used for the fiat transfers from
Prime to East Goodnews during the Preference Period; and (iii) cannot identify which specific crypto
in the commingled Omnibus Digital Wallets were used for the crypto transfers from Prime to East
Goodnews during the Preference Period.

Dated: August 11, 2025
Jupiter, Florida
/s/
James P. Brennan
Senior Managing Director
J.S. Held, LLC

-34-

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Exhibit 1

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JP Brennan
Senior Managing Director, Global Investigations, Cryptocurrency
Key Expertise

Summary of Experience
JP Brennan is the Global Head of Fintech, Payments, Crypto Compliance and Investigations
at J.S. Held. He brings over 20 years of experience in forensic accounting, damage calculation,
auditing, litigation consulting, anti-money laundering (“AML”) compliance, cryptocurrency
regulatory compliance, OFAC/sanctions review, complex enhanced and operational due
diligence, and bankruptcy. He has an in-depth understanding of the complexities that many
FinTech’s are faced with concerning their regulatory framework as well as those issues from
a financial crime compliance perspective.

•
•
•
•
•
•
•
•
•
•
•
•
•

Forensic Accounting
Anti-money Laundering (“AML”)
Compliance
Investigations
Damages
Financial Crime
Fraud
Asset Tracing (Crypto +
Traditional)
Money Services Business
(“MSBs”)
Operational Due Diligence
Cryptocurrency Security
Standard (“CCSS”)
KYC / Onboarding
Managed / Outsourced Services

Mr. Brennan has substantial experience in providing complex forensic accounting and
financial fraud investigative services, cryptocurrency asset / wallet tracing, development and
implementation of AML programs, outsourced Chief Compliance Officer services, as well as
providing managed services for large scale remediation and compliance projects. His clients
include major law firms, cryptocurrency exchanges (centralized / decentralized), digital asset
issuers, custodians, multinational banks, funds, payment processors, financial institutions,
and investors.
His expert experience includes such high-profile matters such as Bernard L. Madoff
Investment Securities (investigation), Lehman Brothers (bankruptcy investigation), Caesars
Entertainment Operating Corp. (examiner report), Bank of New York-Mellon (compliance
monitorship), Quadriga CX (crypto asset tracing), and LUNA Foundation Guard (crypto asset
tracing).

Speaking Engagements
Mr. Brennan has presented in various forums as well as moderated multiple
cryptocurrency related panels that included topics such as investigations, risk and
regulatory, asset recovery, crypto in bankruptcy as well as complex forensic tracing.

Professional Affiliations/Memberships/Licenses/Training
Association of Certified Fraud Examiners
Certified Bitcoin Professional

Education
Master of Science (MS), St. John’s
University, 2002
Bachelor of Science (BS), St. John’s
University, 2001

Project Geographical
Experience
U.S., UK, Singapore, Bermuda,
Canada, Bahamas, Gibraltar,
Cyprus, Switzerland

Role at J.S. Held
JP is involved with matters in consulting as well testifying expert capacity. These
matters include fiat and digital asset forensic and tracing investigations, recovery of
assets, the development, implementation and assessment of regulatory programs,
monitorships, training for law enforcement agencies, government licensing,
investigations on behalf of examiners, receivers, forensic accounting, and trustees.

Contact
48 Wall Street, New York, NY 100436 | +1 212-952-5000 (O) |
+1 917-244-8931 (M) | jp.brennan@jsheld.com

Languages
English

J.S. Held and its affiliates and subsidiaries are not a certified public accounting firm and do not provide audit, attest, or any other
public accounting services. J.S. Held is not a law firm and does not provide legal advice. All rights reserved.

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JP Brennan
Senior Managing Director, Global Investigations, Cryptocurrency
Work Experience
J.S. Held, LLC, Senior Managing Director, 2022 – Present
Kroll, LLC (f/k/a Duff & Phelps), Associate Managing Director, 2017 – 2022
Alvarez & Marsal Holdings, LLC, Director, 2012 – 2017
FTI Consulting, Inc., Director, 2004 – 2012
Deloitte & Touche LLP, Audit Staff, 2002 – 2004

Select Litigation and Project Experience
Cryptocurrency and Blockchain Related:
-

Retained as the cryptocurrency expert in the Chapter 11 Bankruptcy Proceedings for Prime Trust due to insolvency.
Provides litigation consulting and expert witness services, related to the investigation of the company as well as
performance of other analysis including but not limited fraudulent conveyances and preference payments.

Retained by a U.S. cryptocurrency exchange as an expert to defend against customer allegations involving the exchanges
breach of fiduciary duty and lack of an appropriate AML program.

Retained in the Voyager Digital Bankruptcy to investigate and recover fraudulent ACH customer payments.

Retained by a Web3 company that provides infrastructure and applications to be built using its platform. Perform expert
and litigation services to defend against allegations of market manipulations, inappropriate disclosure for sources and
uses of funds, unjust enrichment, and breach of fiduciary duty.

Luna Foundation Guard / Terraform Labs / Do Kwon – retained to produce an audit report and cryptocurrency tracing of
the assets used to defend the peg of the UST algorithmic stablecoin. Additional work related to market manipulation,
wash trading, improper public disclosures, and manipulation of transactions on the Terra network.

Retained by the Brazilian gov’t to conduct the cryptocurrency asset tracing and recovery in the INDEAL pyramid scheme.

Retained as the expert in a cryptocurrency employment dispute related to the payment of assets at genesis and
calculation the associated staking rewards and airdrops on the Cosmos Network.

Retained as the expert by the Cred Inc. Liquidation Trust to trace and investigate the theft and fraudulent transfer of
assets by Company executives.

Retained by Bo Shen in the recovery of over $40 million stolen from his personal wallet.

QuadrigaCX – retained by the receiver (E&Y) to conduct the tracing of cryptocurrency assets.

Retained as the financial adviser in the EminiFX bankruptcy and investigation.

Retained by the Canadian courts in the Index Finance hack as the custodian for the cryptocurrency assets stolen.

Retained as the expert in a well-known international gambling site dispute.

Retained in the USA v. Ian Freeman (formerly Ian Bernard) and Aria DiMezzo (formerly James Baker) to assist with various
litigation support services.

Conducted and performed operational due diligence for financial and crypto related platforms including but not limited
to: trade execution, custody, and third-party providers.

Often retained by bitcoin atm operators, crypto lenders, crypto funds, crypto exchanges, payment processors, and funds
to conduct independent AML reviews.

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JP Brennan
Senior Managing Director, Global Investigations, Cryptocurrency
-

Developed and implemented tracing and monitoring processes and technologies for a crypto money servicer business
(“MSBs”).

Retained by the receiver in a Canadian cryptocurrency exchange investigation and recovery of assets.

Retained by a large Seychelles-based cryptocurrency exchange to provide a report on proper OTC related procedures.

Successfully performed an investigation into the fraudulent theft of cryptocurrency related assets of a crypto lender.

Member of an international FATF committee working on the Travel Rule for Virtual Asset Providers (“VASPs”).

Performed the outsourcing of cryptocurrency asset reviews for a major US Cryptocurrency Exchange.

Provide Managed Services for enhanced due diligence procedures for a major US Cryptocurrency Exchange.

Retained by a U.S. Cryptocurrency Exchange to address regulatory concerns regarding their geo-fencing of IP addresses.

Retained by a U.S. crypto lender in connection with their 2017 initial coin offering (“ICO”) to provide recission payments
to investors.

Conducted cryptocurrency security standard (“CCSS”) implementations and assessments.

Conduct annual FBI Training – “How to Conduct Cryptocurrency Investigations.”

Non-Cryptocurrency and Blockchain Related:
-

Provided investigative services and litigation support to the court-appointed trustee for the liquidation of Bernard L.
Madoff Investment Securities and his counsel. Engagement assistance to date has included the day-to-day direction and
supervision of teams in areas including forensic investigation, data analysis and litigation consulting.

Retained by the US Federal Reserve Bank to review AML Programs for their 12 branches.

Served on the team selected by the U.S. Attorney offices in the Eastern and Southern Districts of New York and Western
Pennsylvania to support the monitoring of the non-prosecution agreements of both The Bank of New York and Mellon
Financial Corporation, to monitor and report on the state of the banks’ suspicious activity reporting practices and AML
procedures.

Served on the monitorship team for the Standard Chartered Bank.

Provided litigation consulting and expert witness services, including expert report preparation and deposition and trial
preparation for a multi-billion-dollar accounting malpractice case filed in a class action against one of the major accounting
firms. The case involved review and analysis of several years of audit work papers as well as research and analysis.

Provided litigation consulting, including expert report preparation and deposition and trial preparation for an oil and gas
company to determine whether a series of corporate transactions constituted a fraudulent conveyance and as a result
rendered the company insolvent.

Created onboarding policies and procedures for banks, hedge funds, as well as crypto funds and exchanges.

Served on the investigations team, retained by Caesars Entertainment Operating Company, Inc. (“CEOC”), Richard J. Davis,
to investigate and determine whether fifteen transactions between CEOC and the leveraged buyout sponsors (“LBO”)
arose to constituted constructive fraudulent transfers, actual fraudulent transfers (based on intent to hinder or delay
creditors) and breaches of fiduciary duty.

Expert support work on the determination of payments to creditors in the Nortel Networks bankruptcy.

Expert support work on the calculation of damages / lost profits for a pharmaceutical dispute.

Expert support in the investigation into various matters within the Lehman bankruptcy.

Expert support in the investigation of Allen Stanford.

Provided and oversaw a team of 350+ compliance professionals to help meet a New York State Department of Financial
Services remediation for a large US-based cryptocurrency exchange.

Hired as the outsourced CCO multiple payment processors that are going through the money transmission licensing
process.

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JP Brennan
Senior Managing Director, Global Investigations, Cryptocurrency
Speaking Engagements and Articles
-

Law360 article, Using Data To Arm Against Future Crypto Market Turbulence”, December 16, 2022.

Luna Foundation Guard release, “Today, LFG releases the technical audit report conducted by JS Held, an experienced
third-party auditing firm, providing full transparency into the trading, blockchain records, and efforts of LFG and TFL to
defend the price of TerraUSD ($UST) between May 8th & May 12th, 2022”, November 16, 2022.

Brave NewCoin article, “The Cryptocurrency Regulatory Framework: How Countries are Approaching the Virtual
Currency”, March 2022.

Wolters Kluwer Banking and Financial Services Policy Report – April 30, 2019, “The Curios Case of Crypto.”

Kroll article, “Cryptocurrencies: Protecting Your Downside in the Face of Uncertainty”, May 2018.

Medium Article Contributor: https://medium.com/@james.p.brennan1.

Official Monetary and Financial Institutions Forum (“OMFIF”) Digital Monetary Institute Symposium 2021,
“Cryptocurrency’s Regulatory Impact”, September 2021.

MIT: Center for Real Estate,” Real Disruption - How Technology is Changing and Challenging Real Estate”, 2017.

Kroll, “Examining the Anti-Money Laundering (AML) Risks and Red Flags of Crypto Exchanges”, October 2021.

BPP Continuing Education, “What you need to know when your clients are considering crypto”, 2021.

Association of Certified Fraud Examiners, “The Future of AML and Blockchain”, May 2021.

JS Held Thought Leadership Related Articles.

Testimony
-

Michael Sofaer v. BKCM, LLC, Supreme Court of the State of New York, Country of New York.

Paul Merkley v. Gemini Trust Company, LLC, JAMS Arbitration.

Page 4 of 4

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Exhibit 2

Page 126 of 194

Case 25-52011-JKS

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Page 127 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
140 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 22

Dec 22
Dec 23

Description
OBI: MAGUIEXPRESS SA AR QCCUSEGFZ26,MAGUIEXPRESS S A
OBI:
OBI:
INCOMING WIRE
REF# 20211222B6B7261F00311312221031FT01
FROM: MARXSMITH LLC
ABA:
026009593
BANK:
OBI: GOODS REFERENCE CODE: QNCUSQTAN4Y
OBI:
OBI:
INCOMING WIRE
REF# 20211222B6B7261F00174112220801FT01
FROM: DIOGO MONICA
ABA:
021000021
BANK:
OBI: QCCUSGEFG
OBI:
OBI:
INCOMING WIRE
REF# 20211222B6B7261F00307712221027FT01
FROM: PAXFUL USA INC
ABA:
026013356
BANK:
OBI: QCCUSK934, PAXFUL, INC 420003911352
OBI:
OBI:
INCOMING WIRE
REF# 20211222B6B7261F00576012221506FT01
FROM: ICHIOKA VENTURES LLC
ABA:
121000248
BANK:
OBI: FUNDS FOR REFERENCE QCCUSGMMK
OBI:
OBI:
ONLINE TRANSFER CREDIT
ONLINE XFR FROM: XXXXXX6223
INCOMING WIRE
REF# 20211223B6B7261F00620912231555FT01
FROM: CP CONSTRUCTION VENTURES LLC
ABA:
324377613
BANK:
OBI: QNCUS9QXJKZ
OBI:

6126

236,562.50

250,000.00

300,000.00

60,000,000.00
26.00

Case 25-52011-JKS

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Case 25-52011-JKS

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Statement Period
From December 01, 2021
To
December 31, 2021
Page
142 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 23

Dec 23

Description
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00529812231428FT01
FROM: ANTHONY HENRY GONZALES
ABA:
321178158
BANK: TULARE COUNTY FCU
OBI: QCCUSAZ7HTHE COIN TRADING COMPANY, LLC420034051586
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00608112231544FT01
FROM: TROY D GINGERICH
ABA:
121000248
BANK:
OBI: QNCUSFAVQME
COINMETRO
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00213512230900FT01
FROM: LA GUACAMAYA LLC
ABA:
021000021
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC. 420056235618
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00580912231515FT01
FROM: BANK OF AMERICA
ABA:
026013576
BANK: SIGNATURE BANK
INCOMING WIRE
REF# 20211223B6B7261F00029512230255FT01
FROM: IGNACIO M BARTOLOME
ABA:
31209536
BANK: CITIBANK NA
OBI: QCCUSZ9EKRN, FINANLEADS S A
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00503712231401FT01
FROM: TYLER WILSON
ABA:
021000021
BANK:
OBI: QCCUSWHQFN7, STILLMAN DIGITAL LLC420048617770
OBI:

6126

5,000.00

5,500.00

6,000.00

7,955.00

8,500.00

Case 25-52011-JKS

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Page 130 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
143 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 23

Dec 23

Description
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00613612231549FT01
FROM: PIM T VAN DEN BERGH
ABA:
121000248
BANK:
OBI: QCCUSZ9EKRN FINANLEADS SA
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00378112231153FT01
FROM: BRIAN BILNOSKI OR DANA L BILNOSKI
ABA:
021000021
BANK:
OBI: QNCUSZRQ6C3
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00549512231446FT01
FROM: COMMODORE MANAGEMENT LLC
ABA:
102000021
BANK:
OBI: INVESTMENT ON SECURITIESQCCUSAZ7H, THE COIN TRADING CO
OBI: MPANYLLC 420034051586
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00303312231045FT01
FROM: MELODY HOGGE
ABA:
026009593
BANK:
OBI: SERVICES
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00275312231013FT01
FROM: INTERNATIONAL TRADING COMMERCE
ABA:
021201383
BANK: VALLEYNATIONALBANK
OBI: REFERENCE CODE QCCUS9XF74Y MUNDUZ INTERNATIONAL
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00412412231228FT01
FROM: TECC CONSULTING LLC
ABA:
121000248

6126

9,500.00

10,000.00

10,500.00

14,700.00

19,782.95

23,400.00

Case 25-52011-JKS

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Page 131 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
144 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 23

Description
BANK:
OBI: QCCUSZTF2-LOGISTIC FAST
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00060312230603FT01
FROM: SANDRA MARIE SWITZER
ABA:
026009593
BANK:
OBI: QNCUSHRDX
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00062512230608FT01
FROM: ANTHONY K MCEAHERN
ABA:
121000248
BANK:
OBI: QNCUSH6VPFC
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00328112231113FT01
FROM: BARBARA L MCEAHERN
ABA:
121000248
BANK:
OBI: QNCUSH6VPFC
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00156812230801FT01
FROM: UR CHOICE DISTRUBUTOR INC.
ABA:
021000021
BANK:
OBI: REFERENCE # QCCUS3D46
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00244412230937FT01
FROM: PND ADMINISTRATION SERVICES LLC
ABA:
021000021
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC. 420056235618
OBI:
OBI:

6126

23,500.00

25,000.00

25,080.00

33,000.00

Case 25-52011-JKS

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Page 132 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
145 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 23

Dec 23

Description
INCOMING WIRE
REF# 20211223B6B7261F00520312231416FT01
FROM: INOVASUPERSTAR LLC
ABA:
021000021
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC. 420056235618
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00699512231734FT01
FROM: PRIZEOUT CORP
ABA:
026009593
BANK:
OBI: REFERENCE ID QXCUS2KFAXD
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00395912231208FT01
FROM: VIRTUAL ASSETS LLC
ABA:
071902399
BANK:
OBI: TRADE SETTLEMENT
QCCUSWHQFN7, STILLM
OBI: AN DIGITAL LLC 420048617770
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00465612231322FT01
FROM: ASPEN LAKE LLC/DBA COIN GENIE
ABA:
061110654
BANK: THE COMMERCIAL BANK
OBI: QCCUSWHQFN7, STILLMAN DIGITAL LLC420048617770
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00150112230801FT01
FROM: WAAVE TECHNOLOGIES INC.
ABA:
021000021
BANK:
OBI: QCCUS7VT4
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00280112231022FT01
FROM: DIGITAL ASSET MANAGEMENT LIMIT
ABA:
026013576
BANK:

6126

33,000.00

45,561.25

46,883.81

60,000.00

64,000.00

83,836.50

Case 25-52011-JKS

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Page 133 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
146 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 23

Description
OBI: XACE LIMITED QCCUSQK4E
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00598012231532FT01
FROM: PRIME TRUST, LLC AS AGENT FOR
ABA:
044000024
BANK:
OBI: PAYMENT
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00202212230840FT01
FROM: MUNDUZ INTERNATIONAL INCORPORATED
ABA:
021000021
BANK:
OBI: REFERENCE CODE: QCCUS9 XF74Y -MUNDUZ INCORPORATED
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00535712231433FT01
FROM: EMBLAZE ONE INC.
ABA:
021000021
BANK:
OBI: REFERENCE NO. QCCUSGMMK
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00686512231707FT01
FROM: WESUPPLY SOLUTIONS, LLC
ABA:
043000096
BANK: PNC BANK, N.A.
OBI: QCCUS4JTVEP, ALTERPAY INTERNATIONALSOLUTIONS, LLC 4200
OBI: 77366054
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00039812230442FT01
FROM: NORTH AMERICAN CAPACITY INSURANCE
ABA:
026009593
BANK:
OBI: 40802346 0011793370-08-1-2021 Q/CCUSRV6P, PROGLOBIX LL
OBI: C 4200843321.67, INV-0571 MOLECULAR /INV-0571/.02021
OBI: 1468290/MOLECULAR PATHOLOGY
INCOMING WIRE

6126

139,054.69

196,000.00

200,000.00

212,500.00

233,471.25

236,562.50

Case 25-52011-JKS

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Page 134 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
147 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 23

Description
REF# 20211223B6B7261F00284812231027FT01
FROM: MARXSMITH LLC
ABA:
026009593
BANK:
OBI: GOODS REFERENCE CODE: QNCUSQTAN4Y
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00157312230801FT01
FROM: DIOGO MONICA
ABA:
021000021
BANK:
OBI: QCCUSGEFG
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00574112231508FT01
FROM: YUMMY INC
ABA:
211075086
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC.
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00484612231338FT01
BANK: M&T BANK
OBI: REFERENCE CODE QCCUS9XF74Y, MUNDUZINCORPORATED
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00305612231049FT01
FROM: DISTRIBUTED COMPUTING SYSTEMS
ABA:
026013576
BANK:
OBI: QCCUSGMMK
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00080012230719FT01
FROM: CB INTERNATIONAL BANK LLC
ABA:
026013576
BANK:
OBI: QCCUS3E2T, CB INTERNATIONAL BANK LLC 420030048263
OBI:

6126

250,000.00

334,000.00

357,000.00

500,000.00

800,000.00

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 135 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
148 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 23

Dec 23

Dec 24

Description
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00386012231158FT01
FROM: DCG INTERNATIONAL INVESTMENTS LTD
ABA:
322286803
BANK:
OBI: REFERENCE: QCCUS3HRZQV, INFINITY VENTURES C1, L.P. 420
OBI: 098750470 DCG INTERNATIONAL INVESTMENTS LTD. INVESTMEN
OBI: T
INCOMING WIRE
REF# 20211223B6B7261F00633012231607FT01
FROM: LEGEND TRADING INC
ABA:
026013576
BANK:
OBI: QCCUSXWTC, BIRDIE CORPORATION 420069656697
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00633112231607FT01
FROM: LEGEND TRADING INC
ABA:
026013576
BANK:
OBI: QCCUSXWTC, BIRDIE CORPORATION 420069656697
OBI:
OBI:
INCOMING WIRE
REF# 20211224B6B7261F00284912241307FT01
FROM: CP CONSTRUCTION VENTURES LLC
ABA:
324377613
BANK:
OBI: QNCUS9QXJKZ
OBI:
OBI:
INCOMING WIRE
REF# 20211224B6B7261F00134112240801FT01
FROM: TUYETMAI THI NGUYEN
ABA:
021000021
BANK:
OBI: USD WIRE
OBI:
OBI:
INCOMING WIRE
REF# 20211224B6B7261F00134312240801FT01
FROM: TUYETMAI THI NGUYEN
ABA:
021000021

6126

1,000,000.00

1,199,500.00

1,298,000.00

1.00

1,000.00

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Exhibit 3

Page 136 of 194

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 137 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
172 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 30

Dec 31

Description
BANK: M&T BANK
OBI: REFERENCE CODE QCCUS9XF74Y, MUNDUZINCORPORATED
OBI:
OBI:
INCOMING WIRE
REF# 20211230B6B7261F00369212301046FT01
FROM: MARXSMITH LLC
ABA:
026009593
BANK:
OBI: GOODS REFERENCE CODE: QNCUSQTAN4Y
OBI:
OBI:
INCOMING WIRE
REF# 20211230B6B7261F00644012301445FT01
FROM: YUMMY INC
ABA:
211075086
BANK:
OBI: QCCUSYZX4 PINE GROVE CONSULTING INC
OBI:
OBI:
INCOMING WIRE
REF# 20211230B6B7261F00572312301350FT01
FROM: PROGLOBIX LLC
ABA:
071000288
BANK:
OBI: QCCUSRV6P, PROGLOBIX LLC420084332167
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00225212310851FT01
FROM: ECN OTC, LLC
ABA:
021000021
BANK:
OBI: QCCUSEH4VMF
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00405212311237FT01
FROM: PRIME TRUST LLC
ABA:
021000089
BANK:
INCOMING WIRE
REF# 20211231B6B7261F00462712311401FT01
FROM: DAVID BRAND OR MICHAEL A BRAND
ABA:
021000021

6126

236,562.50

312,000.00

350,000.00

1,918.00

2,105.00

2,500.00

Case 25-52011-JKS

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Page 138 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
173 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 31

Description
BANK:
OBI: QNCUSVPCE42
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00531512311618FT01
FROM: CHRISTOPHER A SULLY
ABA:
121000248
BANK:
OBI: QNCUSX3VPN9 KXUW9MAJCMPS
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00389512311214FT01
FROM: COMMODORE MANAGEMENT LLC
ABA:
102000021
BANK:
OBI: REFERENCE: QCCUSAZ7HTHE COIN TRADING COMPANY, LLC42003
OBI: 4051586
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00503012311506FT01
FROM: REENA OBEDIAH
ABA:
121105156
BANK:
OBI: QCCUSAZ7H, THE COIN TRADING COMPANY420034051586
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00336412311113FT01
FROM: WILLIAM BEWLEY
ABA:
124003116
BANK:
OBI: QCCUSGEFG
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00350612311129FT01
FROM: DEREK LAFAYETTE JONES
ABA:
062005690
BANK:
OBI: REFERENCEQCCUSJRVZ UNITED COIN INC420030696060
OBI:
OBI:

6126

4,618.97

5,400.00

10,000.00

15,000.00

17,780.00

Case 25-52011-JKS

Doc 1

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Page 139 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
174 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 31

Dec 31

Description
INCOMING WIRE
REF# 20211231B6B7261F00332812311108FT01
FROM:
ABA:
021000089
BANK:
INCOMING WIRE
REF# 20211231B6B7261F00521512311552FT01
FROM: LILY C CHAPIN
ABA:
121000248
BANK:
OBI: REFERENCE QCCUSZTF2 WESTCLIFFTECH
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00526112311603FT01
FROM: INOVASUPERSTAR LLC
ABA:
021000021
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC. 420056235618
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00544312311655FT01
FROM: JAMES BUTLER DBA BUTLER HOME MAINT ABA:
114000093
BANK:
OBI: QNCUSJDYNRP
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00545812311700FT01
FROM: TECC CONSULTING LLC
ABA:
121000248
BANK:
OBI: QCCUSZTF2-LOGISTIC FAST
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00225912310854FT01
FROM: ROLAND J JOYAL
ABA:
043318092
BANK:
OBI: GEM PURCHASEREFERENCE CODE: QNCUSJ7GYQR
OBI:
OBI:

6126

20,802.00

25,000.00

26,000.00

28,500.00

32,100.00

35,630.00

Case 25-52011-JKS

Doc 1

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Page 140 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
175 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 31

Dec 31

Description
INCOMING WIRE
REF# 20211231B6B7261F00437012311318FT01
FROM: COIN TIME LLC
ABA:
121000248
BANK:
OBI: REF QCCUSWHQFN7, STILLMAN DIGITAL LLC 420048617770
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00544812311655FT01
FROM: EASTWEST BK-WIRE CLEARING DEPT
ABA:
322070381
BANK:
OBI: REV YOUR PD REF 3158304019
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00324512311058FT01
FROM: ASPEN LAKE LLC/DBA COIN GENIE
ABA:
061110654
BANK: THE COMMERCIAL BANK
OBI: QCCUSWHQFN7, STILLMAN DIGITAL LLC420048617770
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00544912311656FT01
FROM: EASTWEST BK-WIRE CLEARING DEPT
ABA:
322070381
BANK:
OBI: REV YOUR PD REF 2273120497
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00317612311048FT01
FROM: INTERNATIONAL TRADING COMMERCE MAR ABA:
066015084
BANK: APOLLO BANK
OBI: REFERENCE CODENQCCUS9XF74Y MUNDUZINTERNATIONAL
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00258712310938FT01
FROM: MARXSMITH LLC
ABA:
026009593
BANK:

6126

70,000.00

121,100.00

130,000.00

150,000.00

172,620.30

236,562.50

Case 25-52011-JKS

Doc 1

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Page 141 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
176 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 31

Description
OBI: GOODS REFERENCE CODE: QNCUSQTAN4Y
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00271812310952FT01
FROM: 1/DAVID THOMAS WENK
ABA:
NFSCUS3B
BANK: NATIONAL FINANCIAL SERVICES LLC
INCOMING WIRE
REF# 20211231B6B7261F00434912311317FT01
FROM: EMBLAZE ONE INC.
ABA:
021000021
BANK:
OBI: REFERENCE NO. QCCUSGMMK
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00348512311127FT01
FROM: COMPASS MINING INC
ABA:
026013576
BANK:
OBI: QCCUSGMMK
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00099312310800FT01
FROM: PRIME TRUST LLC
ABA:
021000021
BANK:
INCOMING WIRE
REF# 20211231B6B7261F00096112310751FT01
FROM: YUCHEN SUN
ABA:
026013576
BANK:
OBI: CREDIT TO: PRIME TRUST, LLC REFERENCE: QCCUSW47D, POLO
OBI:
DIGITAL ASSETS, INC. 420062543280 PURPOSE: FUNDING
OBI:

Withdrawals and Other Debits
Dec 01 OUTGOING WIRE
REF# 20211201B6B7261F005566
TO:
1/LUKE TRAYFOOT
ABA:
021000021
BANK: JPMORGAN CHASE BANK, NA
ACCT# GB40REVO009970
OBI: 20211124B6B7261F00196511240801FT03

6126

300,000.00

600,000.00

3,000,000.00

3,450,000.00

6,500,000.00

5.00

Case 25-52011-JKS

Doc 1

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Exhibit 4

Page 142 of 194

Case 25-52011-JKS

cash_transactions.
settled_date
cash_transactions.id
6/14/2023 6e20a91b-7fdb-4578-844a-e5960601f2b9
5/30/2023 223936a9-8a9d-464a-b997-3be7906630d1
5/30/2023 b5c36279-1964-4133-8244-d059f922046f

organization.label
East Goodnews Limited
East Goodnews Limited
East Goodnews Limited

Doc 1

Filed 08/13/25

Page 143 of 194

incoming
cash_transacti
ons.funds_tran cash_transactions. _or_outgo funds_transfers.settlem
ing
ent_details
activities.user_email activities.user_name
amount
account.number sfer_type
9305 wire
(16,624.00) Outgoing BMO - 06/14/2023
lynn201004@126.com Lynn
(800,000.00) Outgoing BMO 3077 - 05/30/2023 lynn201004@126.com Lynn
9305 wire_internation
9305 wire
(500,000.00) Outgoing BMO 3077 - 05/30/2023 lynn201004@126.com Lynn

Case 25-52011-JKS

Doc 1

asset_transfers.
settled_date
asset_transfers.id
organizations.label
6/14/2023 be461ba7-877f-44b4-9099-d7427751caaa East Goodnews Limited
5/29/2023 b07b65bb-cfa9-4235-a60f-dee2a51bc3b5 East Goodnews Limited

Filed 08/13/25

Page 144 of 194

accounts.numb asset_transfe
er
rs.unit_count assets.label
9305
-600 Tether USD
9305
-50000 Tether USD

asset_tra
nsfer_me
thods.tra
activities.
nsfer_dir
user_na
ection
activities.user_email me
outgoing lynn201004@126.com Lynn
outgoing lynn201004@126.com Lynn

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Doc
1 Filed Account
08/13/25Agreement
Page 161 of 194
Commercial

We’re here to help.

This Commercial Account Agreement (the “Agreement”) applies to each commercial deposit account established by you with
BMO Harris Bank N.A. or BMO Harris Central N.A. previously, at this time, or in the future, except for deposit accounts governed
by the Deposit Account Agreement for Personal and Business Accounts. In this Agreement, the terms “you” and “your” refer to
the owner(s) of an applicable commercial deposit account (the “Account”) and to authorized representatives as appropriate. The
terms “us,” “we,” and “our” refer to BMO Harris Bank N.A. or BMO Harris Central N.A., as applicable. This Agreement replaces
any prior agreement between you and us regarding the Account. By signing a signature card, signing corporate account
resolutions, or using the Account after the receipt of this Agreement, you accept and agree to all terms and conditions in this
Agreement as may be modified by us from time to time. This Agreement incorporates the Funds Availability Policy attached
hereto. The Account may be used for business purposes only and not for personal, family, or household purposes of any kind.
1. Authorization Forms
We require separate account authorization forms which designate the person or persons authorized to access the Account
and conduct banking business with us and the limitations, if any, on their authority. We will honor such authorization
according to its terms until we receive properly authorized written notice that the existing authorization is changed or
terminated and we have a reasonable opportunity to act on such notice. We will not be responsible for any losses if you fail
to timely and properly notify us of changes in authorization or authorized individuals. You must also promptly notify us in
writing of any change in the name of your company or your address.
If you allow Items to be written and presented before we receive properly completed authorization forms, we may either
refuse to pay the Items (even though there are funds in the Account) or elect to pay the Items, in which event you bear
sole responsibility for such Items. Regardless of our election, we will not be liable to you with respect to such Items or our
handling of the Items.
2. TIN
You must provide us with your Taxpayer Identification Number (“TIN”), certify its authenticity, and provide us with other
requested identification information before the Account is opened. If we have not received your certified TIN and the other
requested information, we may refuse to accept your initial deposit, pay interest on your balances, or permit withdrawals
or transfers, and may close the Account. Any interest paid prior to receipt of your certified TIN is subject to back-up
withholding under IRS regulations.
3. USA Patriot Act
To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial
institutions to obtain, verify, and record information that identifies each person or business entity which opens an Account.
When you open an Account with us, you must provide us with your name, principal and local (if different) address, date of
establishment, employer identification number, and other information. You must also provide us with your organizational
documents when requested. We may also seek identification information about individuals who will have authority over
the Account, initially and in the future. You agree that we may seek information about you from third parties to confirm

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your identity and for other Account related purposes. You represent and warrant to us that the information provided to us
by you or on your behalf is true and correct. You understand that we will maintain a record of this information.
4. Separate Agreements
The provisions of this Agreement are in addition to, and not in place of, any separate service or other agreement between
us and you covering your use of banking services for the Account. If there is a conflict between the provisions of this
Agreement and a separate service or other agreement, the separate service or master agreement controls for that service.
5. Fees and Charges; Finance Charges
You agree to pay fees and other charges in connection with the Account as established by us from time to time. You also
agree to pay us our costs and hourly fees for complying with subpoenas or other legal orders and your requests. You
authorize us to debit or otherwise deduct the fees and other charges, and costs from the Account, even if it creates an
overdraft. We may assess finance charges on any amount due us under this Agreement that is not paid by you within thirty
(30) days of receipt of your statement or an invoice showing the amount due.
6. Deposits
Deposits made before the applicable cut-off time on a Business Day are considered made on the day of your deposit.
Deposits made after the applicable cut-off time or on a day which is not a Business Day, are considered made on the next
Business Day. All transactions including deposits (even those for which we have provided a receipt) are subject to final
verification by us. The amount we credit you for a deposit, regardless of our Funds Availability Policy, is provisional and
subject to verification and reversal or adjustment at any time without notice to you if we determine it to be incorrect for
any reason. You agree that we may make adjustments to the Account to reflect the correction of errors at any time.
We reserve the right to (i) refuse to accept deposits or specific Items for deposit; (ii) establish or modify a minimum or
maximum balance that may be maintained in the Account; and (iii) limit the number of deposits and Items deposited. We
will not be liable to you even if such action causes Items to be dishonored and returned.
We will rely on the account number in a deposit record even if it identifies a party different from the entity named in the
record. We are not obligated to identify any inconsistency in identification.
We may from time to time make available night deposit boxes at one or more of our branch locations. Deposits made at
a night deposit box will be retrieved and verified by us once at the beginning of each Business Day. Therefore, if you use
a night deposit box during the day, the deposit will not be considered received by us until the next Business Day when we
retrieve it and process it. You agree that risk of loss of any deposit to a night deposit box does not pass to us until after
we have retrieved it and processed it. Our records as to the amount of any deposit to a night deposit box shall be final
and binding, and shall be conclusive evidence of the amount of the deposit. The risk of any loss or shortage is expressly
assumed by you.
7. Returned or Fraudulent Items
We have the right to charge the Account for the amount of any deposited Item that is returned to us for any reason unpaid,
or paid and later returned, or is the subject of a breach of warranty claim, or we have reason to suspect is fraudulent,
counterfeit, or invalid for any reason (and reverse or recover any associated interest or earnings credit), even if you have
withdrawn any of the funds or an overdraft in the Account is created or increased. This right to charge the Account is
not affected by expiration of any applicable midnight deadline. We may also impose a service charge. We may, in our
discretion present an unpaid Item for payment again without notice to you. You agree to immediately repay any overdraft

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Page 163 of 194

caused by any such charge to the Account.
8. Acts and Omissions of Other Banks
If you cash or deposit an Item with us, we act as your collecting agent to collect the Item. We will use reasonable care in
selecting collection banks, but we are not responsible for errors they make including loss of Items in transit. You have the
risk of loss for Items lost, mishandled or destroyed in the collection process. We may charge back or debit the Account
(or any other account of yours with us) for, or otherwise obtain a refund of, the amount of any credit we gave you for the
deposited Item, if the Item is lost, or destroyed or returned unpaid. You agree to assist us in collecting lost, destroyed or
returned Items. You also understand that we are not responsible for the insolvency or neglect, or any action or failure to
act, of any other bank or intermediary in the collection process.
9. Foreign Currencies
Except as provided in any multi-currency agreement or arrangement between us, we may accept deposits in the Account
of Items payable in foreign currencies which are convertible to U.S. dollars. We will credit the Account when we receive
proceeds in U.S. dollars, and you will bear exchange rate exposure until that time. We will convert foreign currencies to
U.S. dollars in accordance with our customary practices. You agree that an Item drawn on a financial institution in a foreign
country may be accepted on a collection basis even after we have taken physical possession of such Item, in which case
the Funds Availability Policy does not apply to such Items. The actual credit for Items payable in foreign currency will be at
the exchange rate in effect at the time of final collection in U.S. dollars and will be net of any fees payable in connection
with the currency conversion.
10. Warranties; Remotely Created Checks
For each Item you deposit with us, or which we cash for you or otherwise give consideration, you make the following
warranties to us in addition to any other warranties under applicable law: all necessary signatures and endorsements have
been placed on the Item and are authorized and genuine, the Item has not been materially altered, you have good title to
the Item, and no defense of any party to the Item is good against you. If any such warranty is breached, we may deduct
the amount of the Item from the Account or otherwise collect from you this amount plus our related fees and expenses.
You agree not to deposit a remotely created check (i.e. a check that is not created by the paying bank and that does not
bear a signature applied, or purported to be applied, by the person on whose account the check is drawn) into the Account.
We reserve the right to reject remotely created checks from any deposit and reduce the amount of the deposit accordingly
or post debit adjustments for the value of any remotely created checks. If you nevertheless deposit a remotely created
check and we accept such remotely created check for deposit, you warrant and guarantee that the person on whose
account the remotely created check is drawn authorized the issuance of the check in the amount stated on the check and
to the payee stated on the check. If any such warranty is breached, we may deduct the amount of the Item from the
Account or otherwise collect from you this amount plus our related fees and expenses. You agree to maintain, at our
request, a balance in a non-interest bearing account with us in the amount we determine based on a percentage of the
amount of remotely created checks you deposit and the return history of such deposits. You further agree to maintain such
balance in such account for a period of at least ninety (90) days after the date of the last remotely created check deposited
prior to closure of the Account to pay us for any amounts due hereunder.

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11. Funds Availability Policy
Funds from your deposits will be available for withdrawal as provided in our Funds Availability Policy which is a part of, and
included with, this Agreement. The Funds Availability Policy may change from time to time without prior notice to you.
12. Check Endorsement Requirements
Our Funds Availability Policy also describes our check endorsement requirements. You agree to abide by our endorsement
requirements and agree that we have no responsibility for your failure to comply with our endorsement requirements. You
agree to indemnify us for and defend and hold us harmless from and against any and all actions, losses, damages, claims,
demands, liabilities, costs, or expenses, including court costs and reasonable attorneys’ fees and expenses (collectively,
“Claims”), we may suffer as a direct or indirect result of your failure to comply with our endorsement requirements. You
understand that we may refuse to accept Items not properly endorsed by you. We may, however, supply a missing
endorsement on an Item we accept for deposit or cash.
13. Funds Transfers
The following terms and conditions are in addition to and do not replace any other agreements that we have with you
governing electronic transfers.
(a)

System Rules. Except to the extent conflicting with this Agreement (in which event this Agreement will
control to the extent legally permitted), funds transfers (payment orders and ACH entries) to or from the
Account are subject to the rules then in effect for the funds transfer system through which the transfers are
made, including, for ACH transactions, the rules of NACHA – The Electronic Payments Association®, and for
transfers through the funds transfer system of the Federal Reserve Banks, the applicable laws and regulations
of the Board of Governors of the Federal Reserve System and related operating circulars.

(b)

Credits. Unless we have otherwise agreed in writing, the periodic statements we provide will notify you of
funds transfer payments and credits received by us for credit to the Account. All credits to the Account for
funds transfers that we receive are provisional until we receive final settlement for the funds except where
otherwise required by applicable law or rule. If we do not receive final settlement, you agree that we are
entitled to a refund (through reversal debit or otherwise) of the amount credited to the Account for that
transfer, together with any associated interest or credit. We have the right to charge the Account for the
amount of any funds transfer credit that we have reason to suspect is fraudulent, erroneous, or invalid for
any other reason (and reverse or recover any associated interest or earnings credit), even if you have
withdrawn any of the funds or an overdraft in the Account is created or increased. You agree to immediately
repay any overdraft caused by any such charge to the Account.

(c)

Transfers. You are responsible for the contents of each funds transfer instruction and entry sent to us by you
or on your behalf. In the absence of specific written instruction, we will choose the funds transfer system and
intermediary banks, as necessary to complete your funds transfer. You acknowledge and agree that we and
any bank or intermediary are entitled to rely on the account number and bank identification number which
appear on any payment order issued by you or on your behalf, without any obligation to look at the name of
the receiving customer or bank which may also appear on the payment order.

(d)

ACH. You authorize us to debit or credit the Account for ACH entries to or from the Account. ACH entries must
be transmitted to us in accordance with the applicable rules and our policies and procedures. You are
responsible for all entries authorized by you and entries transmitted to, and accepted by, us in accordance
with the ACH procedures, including the security procedures.

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14. Dates and Instructions
You agree not to issue or present incomplete, post-dated or conditional Items. You agree that we may, without inquiry or
liability, accept or pay an Item drawn on the Account even though (a) it is received prior to the date of the Item or contrary
to special instructions identified on the Item (whether or not we are aware of such date or special instructions), or (b) the
Item is undated or the date on the Item is more than six months old. If you do not want us to honor an Item, you must
give us a stop payment order.
15. Payment of Items
The order in which you make withdrawals from the Account will not necessarily be the same as the order in which
we post these transactions to the Account, and this posting order may affect whether you incur service fees and
costs associated with overdrafts, as set forth in Section 17 below. You have no right to tell us the order to use
when posting Items or other transactions to the Account.
The Account may be debited on the day an Item is presented by any means, including, for example, electronically, or at
an earlier time based on notification we receive that an Item drawn on the Account has been presented for payment or
collection.
At the end of each Business Day, we will process and post transactions to the Account in the following order, by category
and within each category:
(a) Credits - Any deposits and other credits we receive, prior to the identified cutoff times, will be posted to the
Account Credits for interest will be handled in accordance with category (e) below.
(b) Certain Other Debits - Outgoing wires, most internal transfers to other Accounts with us, transfers to other accounts
initiated through our Online Banking for Business service, cash withdrawals, and checks which were cashed by us,
will be processed based on the amount of the transaction, from lowest to highest.
(c) ACH transactions – All ACH transactions will be processed based on the amount of the transaction from lowest to
highest. If you use a check which is electronically converted by the payee, it will be processed as an ACH
transaction.
(d) Checks – All check transactions will be processed based on the number of the check, from lowest to highest,
regardless of the date on which the check was originally written or the amount of the check. This includes checks
created through a bill payment service, which may have a number that is not in sequence with other checks you
write from your checkbook. If a check number is not available, all numbered checks will be processed first, any
remaining checks will be processed based on the amount of the check, from lowest to highest.
(e) Bank generated transactions – such as fees that are owed to us and interest credits will generally be processed as
they occur.
The description of the Items above is intended to be representative of the most common types of transactions within each
category. Other Items may be debited from the Account even though not specifically listed above.
We may, as a condition of withdrawal, require you to provide identification or information acceptable to us.

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16. Checks Presented Over the Counter
If a check you have written is presented to us “over-the-counter” by someone who is not our customer, we may require
proper identification and may charge a fee. We may dishonor the check if the person refuses to pay the required fee or
provide proper identification.
17. Overdrafts/Insufficient Funds
You agree to limit all withdrawals and transfers from the Account to the amount of the Available Balance in the Account at
the time the withdrawal or transfer is made or initiated. We may, at our option and without notice to you, pay or refuse to
pay Items, and may accept or reject payment orders if there is or would be an insufficient Available Balance in the Account
without regard to whether we may have previously honored Items or accepted payment orders in similar circumstances. If
we honor an Item or accept the payment order and create an overdraft, you agree to be liable for, and immediately repay
any Account deficit resulting from, charges or overdrafts to the Account, however arising, together with our service fee and
the costs we incur to collect the deficit, including, to the extent not prohibited by law, our reasonable attorneys’ fees. We
may also place a hold for the amount of the overdraft on the Account. We may, without notice to you, refuse to pay Items,
honor payment orders or permit withdrawals against uncollected funds.
18. Check and Form Specifications
All checks, withdrawal forms, deposit slips, and other forms used in connection with the Account must be on forms
obtained from us or approved by us. You agree that we may refuse to accept for deposit or process any forms presented in
a form that cannot be processed on equipment used in our normal business operations.
19. Signature Requirements; Forgeries and Alterations
You understand that we process Items using high speed automated equipment based on information encoded on such
Items, and we are not required to examine each Item drawn against the Account for dates, signatures, legends, or
indorsements. You agree that we will have no liability to you for failing to detect a forged or missing signature on, or an
alteration of, an Item provided that we exercise ordinary care in the processing of such Item, and you agree that our use of
electronic processing and automated payment of Items without manual verification of signature, or other examination, is
a procedure that does not vary unreasonably from general banking usage and constitutes ordinary care by us in processing
Items. We may collect your signature in connection with the opening or maintenance of the Account, but this does not
create any responsibility on our part to verify signatures on Items and other charges to the Account.
We will have no responsibility for reviewing the number or combination of signatures on an Item drawn against the
Account. Even if you have indicated that more than one signature is required in connection with an Item drawn on the
Account, whether on the Item itself or otherwise, or there are two or more lines on an Item for signature, these are solely
for your internal control purposes and are not binding on us, and you authorize us to honor or pay an Item or transaction
through the Account contrary to the signature requirements you have specified.
20. Facsimile or Mechanical Signatures/Automatic Check Writing Device
You agree that if you use a facsimile or other mechanical signature (including a stamp) to sign or indorse Items, or if you
use a computer or other device to create and/or sign or indorse Items you have the sole responsibility for securing such
device and the entire risk of unauthorized use, and we may conclusively rely on that signature as your authorized signature
without regard to when, by whom, or by what means such signature may have been made or affixed to an Item. If you
use a facsimile or other mechanical signature (including a stamp) to sign or indorse Items, or if you use a computer or
other device to create and/or sign or indorse Items, we may also conclusively treat as authorized any signature that

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reasonably resembles your facsimile or mechanical signature whether such indorsement was affixed by you or by
someone having no authority to supply your indorsement.
21. Protection Against Unauthorized Items, etc.
You acknowledge that the Account is susceptible to losses from unauthorized, altered, or counterfeit Items and other types
of fraud. We offer a variety of products and services, such as “positive pay” and account blocks and filters, designed to
detect and deter fraud. If you decline to use or fail to implement any of these products and services, or you fail to follow
the procedures necessary for proper use of these products or services, or you fail to follow other precautions reasonable
for your particular circumstances, you understand that there is a substantially greater risk of loss from fraud, and you
agree that (a) you will be treated as having assumed the risk of those losses, (b) you will be precluded from asserting any
claims against us for paying any unauthorized, altered, counterfeit or other fraudulent Item that such product, service, or
precaution was designed to detect or deter, and (c) we will not be required to re-credit the Account or otherwise have any
liability for paying such Items.
22. Internal Controls
You acknowledge that you share responsibility for preventing the fraudulent or unauthorized use of the Account. You agree
to institute and maintain reasonable and effective procedures to ensure the security of your checks and check stock, access
to the Account, and your internal procedures.
23. Lost Checks or Devices
You agree to notify us promptly, both orally and in writing, at the telephone number and address listed on your statement,
of any suspected loss, theft, or unauthorized use of your checks or any card, code, or device permitting access to, or
evidencing the Account. Until we have a reasonable opportunity to act on such notice, we may maintain debits and honor
transactions effected on the Account (except as otherwise provided by law) through the use of any such checks, card, code
or device. We may close the Account, permit withdrawals by you, or issue new evidence of an Account on such conditions
as we may require.
24. Stop Payment Orders
You may instruct us to stop payment on a check that has not been paid. We will not have a duty to stop payment until
you have given us all of the information that we require, including the proper Account name, Account number, check
number and date, the payee and the amount of the check, and we have had a reasonable opportunity to take action prior
to us paying, accepting, cashing, certifying or otherwise acting with respect to, or becoming obligated on, the check. We
reserve the right to require additional information. All of the required information must be correct for the stop order to be
effective. A written order is effective for twelve months unless we agree in writing to a different period. A stop payment
order may be renewed for additional periods as permitted by our procedures and policies then in effect (subject to an
overall maximum of six years) by submitting a written request with the required information prior to expiration of the
then-effective stop payment order. An oral order is effective for no more than 14 days, unless confirmed by you in writing
within that period. We may pay a check after the stop payment order expires or if required by law. Stop payment orders
received after regular banking hours (or a later time as specified by us for a particular service) or on a day which is not a
Business Day are deemed received at the opening of business on the next Business Day. If you have preauthorized us to
make payments out of an Account, stop payment orders must be received by us at least three Business Days before the
payment is scheduled to be made. You may not issue stop payment orders for cashiers checks, certified checks, or other
bank obligations. By placing a stop payment order, you agree to indemnify us for and defend and hold us harmless from
and against any and all Claims incurred by us due to our refusal to pay the Item. You also agree to pay our fees for stop
payment orders.

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25. Interest
Except with respect to CDs as described in Section 35 or as otherwise agreed to by us in writing, interest-bearing accounts
will bear interest at annual rates that we may establish and change from time to time in our discretion and that are
calculated and compounded by such methods as we may establish and change from time to time in our discretion. The
interest rate may be dependent upon the balance in the Account. Unless governing law or regulations specify otherwise,
we reserve the right to pay interest only on Available Balances, not to pay interest on an Account open for less than 90
days or an inactive Account, and not to pay interest accrued but not credited at the time an Account closes. We will not pay
interest on an Account that does not meet eligibility requirements established by law.
26. Checking Subaccounts
For various accounting purposes, the Account (and, for eligible customers, your NOW account) may consist of two
sub-accounts: a transaction sub account and a money market sub-account. The account will still be treated as a single
account for most other purposes including determining any fees, charges, earnings credits, interest calculations and
Available Balances and for information reporting and statement purposes. All deposits or credits to the account will be
credited to your transaction sub-account, and all of your checks, transfers, withdrawals and other debits (collectively,
“Debits”) will be deducted from your transaction sub-account. Balances above a threshold level set by us are periodically
transferred into your money market sub-account. As funds in your money market sub-account are needed to pay Debits
and maintain the threshold balance, they are transferred back to your transaction sub-account. Transfers to your
transaction sub-account will be made up to the maximum number of times per period permitted for MMDAs hereunder.
The last permitted transfer will include the transfer of the entire balance of your money market sub-account into your
transaction sub-account. We set the threshold balance and may change it at any time in our discretion. Generally, we will
allow withdrawals from your money market sub-account at any time without prior notice from you. However, in
accordance with Federal Regulation D, we reserve the right to require at least seven (7) calendar days’ prior notice that a
withdrawal is going to be made.
27. Statements and Notices; Responsibility
(a)

General. At your election, we will either provide to you electronically through our Online Banking for Business
service (the “Website”) or by mail at your current address in our files periodic statements (“Statements”), notices
and other information regarding the Account (“Regulatory Disclosures”). In either case, we may assess charges for
such service, as determined by us from time to time. You acknowledge that you are in the best position to discover
the payment of an Item charged to the Account which is unauthorized (e.g., because of a forgery, alteration, or
unauthorized or missing signature) or altered, as well as erroneous charges, debits, or other entries to the Account
(collectively, “errors”). You agree to promptly examine each statement, record, notice, canceled check and other
Items provided or made available to you (whether originals, images, copies or in other formats) and to promptly
notify us of any error or problem. You must notify us of a forged or unauthorized signature, alteration, any other
error or account problem, including an erroneous statement entry, unauthorized or missing indorsement,
discrepancy or improper charge or entry, within a reasonable time under the circumstances (not to exceed 14 days)
after we send or otherwise make available to you your statement, your checks (whether originals, images, copies
or in other formats), or information identifying the transactions or indicating the error or problem. Such notifications
are to be made by calling us or writing to us at the telephone number or address listed on your statement. If you
fail to notify us promptly within the timeframes described above, we will not be obligated to re-credit or refund the
amount of the error or account problem and you will be precluded from asserting the error or account problem
against us. If you make a claim for an error or problem, you agree to cooperate with us as we may request
(including providing an appropriate affidavit) in the investigation of the situation and any effort by us to recover
funds on your or our behalf.

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(b)

Consent to Electronic Statements. If you elect to receive Statements and Regulatory Disclosures electronically
through the Website pursuant to Section 27(a) above, you hereby consent to the receipt of such Statements and
Regulatory Disclosures electronically in lieu of paper Statements; provided, however, we may provide paper
Statements at any time.

(c)

Unencrypted Email Communication. You recognize that unencrypted messages, including email, are not secure. If
you choose to communicate with us by email, you acknowledge that we may rely on the contents of the email as
having been authorized by you, if we accept and act on it in good faith. You agree that we may reply to you in an
email with the requested information. You assume the entire risk for unencrypted electronic communications.

28. Indemnity and Limitations
IN NO EVENT UNDER ANY THEORY SHALL WE OR ANY OF OUR AFFILIATES, OR ANY OF OUR RESPECTIVE DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS, OR SERVICE PROVIDERS, HAVE ANY LIABILITY TO YOU OR ANY OTHER PERSON OR COMPANY FOR ANY
CLAIM OR DAMAGE OF ANY KIND (WHETHER IN TORT, CONTRACT OR OTHERWISE) ARISING OUT OF, OR RELATING TO, OUR
PROVIDING THE ACCOUNT OR ANY SERVICES RELATED TO THE ACCOUNT, EXCEPT TO THE EXTENT THAT SUCH CLAIMS OR
DAMAGES ARE DETERMINED BY BINDING ARBITRATION IN ACCORDANCE WITH SECTION 46 OR A COURT OF COMPETENT
JURISDICTION BY A FINAL AND NON-APPEALABLE JUDGMENT TO HAVE RESULTED FROM OUR GROSS NEGLIGENCE OR WILLFUL
MISCONDUCT; PROVIDED THAT IN NO EVENT SHALL WE OR ANY OF OUR AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES OR
AGENTS HAVE ANY LIABILITY TO YOU OR ANY PERSON OR COMPANY FOR INDIRECT LOSSES, SPECIAL, CONSEQUENTIAL,
INCIDENTAL, OR PUNITIVE DAMAGES, OR DAMAGES FOR LOST BUSINESS, PROFITS OR REVENUE, GOODWILL, OR ANTICIPATED
SAVINGS, EVEN IF WE ARE AWARE OF THE POSSIBILITY OF, OR COULD REASONABLY FORESEE, SUCH DAMAGES.
To the extent that provisions of applicable law prohibit an agreement to disclaim a bank’s responsibility for its failure to
exercise ordinary care, our responsibility to you under this Agreement is limited to the exercise of ordinary care in
providing the Account and any services related to the Account. Our ordinary care is to be evaluated based on reasonable
commercial banking standards prevailing in our industry and location for similarly situated commercial banks.
You agree to indemnify us and our affiliates and each of our respective directors, officers, employees, agents, and service
providers (the “Indemnified Parties”) from, and defend and hold harmless each of the Indemnified Parties from and
against, any and all Claims directly or indirectly arising out of or relating to our providing the Account or services related to
the Account (including, without limitation, any and all Claims in connection with complying with or responding to
subpoenas, summonses, search warrants, or requests or demands from government agencies), except to the extent that
such Claims are determined by binding arbitration in accordance with Section 46 or a court of competent jurisdiction by a
final and non-appealable judgment to have resulted from our gross negligence or willful misconduct.
29. Transfer and Assignment Restrictions
You are prohibited from transferring or assigning your rights to, or granting a security interest in, the Account without our
prior written consent. You agree to indemnify us for and defend and hold us harmless from and against all claims, losses,
liabilities and expenses incurred by us if you transfer, assign or grant a security interest in the Account (whether or not we
consented to such security interest). Any assignment or pledge of the Account is subject to our prior security interest and
right of set-off.
30. Privacy and Disclosure of Information
We protect the confidentiality of your financial information. We do not disclose information about the Account or
transactions in the Account except as follows: (a) to third parties where it is necessary for completing transfers or tracing
transactions, or resolving errors or claims; (b) to credit bureaus or to verify or disclose the existence, amount, or condition

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of the Account for third parties, such as merchants, or other financial institutions; (c) pursuant to court orders and other
legal process; (d) in connection with examinations by banking authorities or to comply with subpoenas, summonses, search
warrants, or requests from government agencies; (e) to companies affiliated with us; (f) to companies who provide
services to us, such as check printers and data processors; (g) in connection with any litigation involving, or the
enforcement of our rights and remedies under or in connection with, this Agreement or any other agreement between us;
(h) whenever required by law, regulation, or rules, including, where applicable, the rules of NACHA – The Electronic
Payments Association® or other funds transfer systems used in connection with a funds transfer; (i) as permitted under any
other agreement between you and us; and (j) with your consent.
31. No Internet Gambling Transactions
We are subject to the Unlawful Internet Gambling Enforcement Act (the “UIGEA”). You represent and warrant and
agree that you are not engaged in the business of betting or wagering (as such terms are defined in the UIGEA). You
acknowledge and agree that this Account will be subject to closure in the event that you, at any time, engage in the
business of betting or wagering.
32. Termination
We reserve the right to close the Account, with or without cause, at any time. You may, at any time, close the Account
after we have received written notice and have had a reasonable opportunity to act on it. The existence of a zero
balance in the Account does not itself terminate the Account. Our rights under this Agreement will survive the closing or
termination of the Account.
33. Pre-Authorized Debits for Loan Payments
Unless other arrangements for loan payments have been agreed upon in writing, you authorize us to charge to the Account
any unpaid amounts or other extensions of credit which may be outstanding at any time. We will attempt to give you
notice prior to debiting the Account, but we are not obligated to do so.
34. Provisions for our Corporate Money Market Deposit Account (“MMDA”)
(a) Interest Earnings. The daily Collected Balance in the MMDA will earn interest as described in Section 25. However,
no interest will accrue for any day on which the daily Collected Balance falls below our minimum balance
requirement for this type of account. If the average daily Collected Balance for a statement month falls below the
minimum, no interest will accrue for that month. “Collected Balance” means the total of currency deposits made
to the MMDA plus the total amount of checks and other Items deposited which have become available to you
according to our Funds Availability Policy, plus all interest credited to the Account minus all withdrawals and other
debits charged to the MMDA. This balance is calculated daily and is applied to the posted interest rate for that day.
Accrued daily interest earnings will be credited to the MMDA on the last day of the month.
(b) Deposits. After opening the MMDA with the minimum initial deposit, you can make additional deposits at any time.
Generally, your additional deposit may be in any amount, but we reserve the right to refuse or limit the amount of
additional deposits to the MMDA.
(c) Withdrawals. We may, at our option, limit you to no more than a combined total of six (6) transfers and
withdrawals from an MMDA per month, or monthly statement period or cycle, to another account of yours with us
or to a third party, by means of a preauthorized or automatic transfer, telephonic, facsimile, or computer generated
order or instruction, or check, draft, debit card, or other similar order made payable to a third party. The following
transfers would not be subject to, or included in, such six (6) transfer or withdrawal limitation: (i) transfers from an

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MMDA to repay loans originated or serviced by us and associated expenses, (ii) transfers from an MMDA to another
Account, and (iii) withdrawals from an MMDA, in each case when such transfers or withdrawals are made by mail,
messenger, ATM, or in person or when such withdrawals are made by telephone via a check mailed to you.
We may, at our option, decline any withdrawal or transfer that exceeds these limits or we may charge a fee for
any withdrawal that exceeds these limits. If you exceed these withdrawal limitations, we reserve the right to
change the MMDA to another type of deposit account that pays a lower rate of interest or no interest, but has
more flexible withdrawal capabilities, or we may close the Account.
(d) Notice of Withdrawal. Generally, we will allow withdrawals from the MMDA at any time without prior notice.
However, in accordance with Federal Regulation D, we reserve the right to require at least seven (7) calendar days’
prior written notice that a withdrawal is going to be made.
(e) Closing. Either you or we may close the MMDA at any time. The MMDA may continue to earn interest upon closing.
Any accrued interest may be credited to the Account.
35. Certificate of Deposit (Time Deposit) Accounts
This section applies to certificate of deposit (time deposit) Accounts (“CDs”). If there are any conflicts between the
provisions of this section and any other provisions of this Agreement insofar as they relate to CDs, the provisions of this
section shall control. We will provide you with a Certificate of Deposit Account Disclosure describing certain specific terms
and conditions of each CD, such as the maturity date, interest rate, interest payment terms, interest computation method,
renewal provisions, and early withdrawal terms, including any applicable early withdrawal fees. Unless otherwise provided
in the Certificate of Deposit Account Disclosure, the rate of interest paid, interest computation method, renewal provisions,
and early withdrawal terms of the CD will not change during its term. CDs are not eligible for check transactions or funds
transfer and other treasury management services. Periodic statements will not be provided for CDs.
36. Security Interest; Set-off
(a) Security Interest. You grant us and each of our Affiliates a first priority security interest in all Accounts owned by
you, now or in the future, with us or any of our Affiliates, to secure payment of any or all obligations (including for
service fees and charges) you may have to us or any of our Affiliates, whether direct or indirect, absolute or
contingent, due or to become due, whether now existing or hereafter arising, and whether several, joint or joint
and several, regardless of whether another party is also liable for such obligations or such obligations relate to the
Account, a credit agreement, or other circumstances. For purposes of this Agreement, “Affiliate” means any
corporation, limited liability company, or other legal entity that controls, is controlled by, or is under common
control with another legal entity.
(b) Set Off. In addition to our rights under this Agreement or otherwise, we and each of our Affiliates may exercise the
right of set-off against any or all of your Accounts and deposits except as prohibited by applicable law. If you have
any obligation to us or any of our Affiliates, under this Agreement or otherwise, whether or not then due, we can
use the funds or balances from any Account you have with us or any of our Affiliates to pay or satisfy the
obligation or may set off against any amount we owe you in order to obtain payment of such obligation. Except as
may be restricted by applicable law, this right may be exercised at any time and without prior notice, regardless of
whether it creates an overdraft or results in subsequent dishonor of checks or request to transfer funds. If the law
imposes conditions or limits on our ability to take or setoff funds in your Accounts, to the extent that you may do
so by contract, you waive those conditions and limits and you authorize us to apply funds in any or all of your
Accounts to obligations you owe us or our Affiliates.

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(c) Claims on the Account. You also grant us the right to terminate or place a hold on, and dishonor all Items drawn on
the Account that you have assigned or in which you have granted a security interest to any third party (whether or
not we consented to such security interest). Upon receipt of oral or written notice from any party of a claim
regarding the Account, we may place a hold on the Account. You agree to indemnify us for and defend and hold us
harmless from and against our failure or refusal to honor any Item drawn on a pledged or encumbered Account or
any other withdrawal instruction.
37. Legal Process
We may comply with any writ of attachment, adverse claim, execution, judgment, garnishment, tax levy, citation to
discover assets, turnover or restraining order, subpoena, warrant or other legal process, however served or made which
we believe to be valid. Any such legal process is subject to our security interest and rights of set-off. We may, in our
sole discretion, respond to legal process by placing a hold on funds in the Account subject to such legal process, close the
Account, or interplead the funds. You agree to pay us all of our fees and expenses, including reasonable attorneys’ fees in
responding to any such legal process, which fees and expenses may be charged against the Account even if an overdraft
is created. We may also create a hold on the Account in anticipation of such fees and expenses. We will have no liability
for complying with such legal process, or if there are insufficient funds available in or another restriction on the Account
because of actions we take in response to such legal process. We may also place a hold on the Account and conduct an
investigation if we suspect there to be fraud or illegal activity associated with the Account.
38. Accounts That May Be Eligible for Pass-Through Deposit Insurance
This section applies as of the compliance date of the FDIC’s Rules and Regulations for Recordkeeping for Timely Deposit
Insurance Information, 21 CFR Part 370. If you have opened an Account on behalf of the beneficial owner(s) of the funds
in the Account (for example as an agent, nominee, guardian, executor, custodian or in some other capacity for the benefit
of others), the Account may be eligible for “pass-through” deposit insurance from the FDIC. This means the Account could
qualify for more than the standard maximum deposit insurance amount. For such Accounts, in order for us to comply with
§370.5(a) of the FDIC’s Rules and Regulations, if the Account has transactional features (such as check writing capability
and/or the use of Debit Cards) as defined in § 370.2(j) of the FDIC’s Rules and Regulations, you must agree to provide a
record of the interests of the beneficial owner(s) in accordance with the FDIC’s requirements as specified below. Following
these procedures may minimize the delay that these beneficial owner(s) may face when accessing their FDIC-insured funds
in the event of a bank failure. Section 370 of the FDIC’s Rules and Regulations can be accessed on the FDIC’s website at
https://www.fdic.gov/regulations/laws/rules/2000-9200.html.
The FDIC has published a guide that describes the process to follow and the information you will need to provide in the
event the bank fails. In addition, the FDIC has published an addendum as section VIII of the guide (the “Addendum”), which
is a good resource to understand the FDIC’s alternative recordkeeping requirements for pass-through deposit insurance. The
Addendum sets forth the FDIC’s expectations for demonstrating eligibility for pass-through deposit insurance coverage for
deposit accounts, including those with transactional features. The Addendum also describes the records you should keep on
the beneficial owner(s) of the funds and the format in which to provide the records to the FDIC in the event the bank fails.
The Addendum can be accessed on the FDIC’s website at https://www.fdic.gov/deposit/deposits/brokers/part-370appendix.html.
You agree to cooperate fully with us and the FDIC in connection with determining the insured status of funds in the Account
at any time. In the event the bank fails and the FDIC is appointed as its receiver, you agree to provide the FDIC with the
information described above in the required format within 24 hours of bank failure for all Accounts with transactional
features and any other Accounts to which you need rapid access. As soon as the FDIC is appointed, a hold or freeze may
be placed on the Account so that the FDIC can conduct the deposit insurance determination. That hold or freeze will not
be released until the FDIC obtains the information required to enable the FDIC to calculate the deposit insurance. You

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understand and agree that your failure to provide the required information to the FDIC may result in a delay in receipt of
insured funds by the beneficial owner(s) and legal claims against you from the beneficial owner(s). This Agreement
survives after the FDIC is appointed as our receiver, and as a result, the FDIC shall be entitled to enforce the terms of this
section.
39. Governing Law
This Agreement, the Account, and transactions in the Account are subject to the laws and regulations of the United States
and of the State of Illinois (including the Illinois Uniform Commercial Code, as in effect from time to time), and applicable
rules and regulations. To the extent any such laws, rules or regulations may be modified or supplemented by agreement
of the parties and the provisions of this Agreement or any other agreement or document applicable to the Account or
transactions have done so, you and we agree to such modifications and supplements. To the extent any term or condition
in this Agreement is inconsistent with such laws, rules or regulations it will be deemed modified and applied in a manner
consistent with such laws, rules or regulations.
40. Certain Instructions
If you ask us to follow instructions which we believe expose us to potential liability or claims, we may refuse to follow your
instructions, or we may require a surety bond or other protections satisfactory to us, such as your indemnity, before we
follow the instructions.
41. Inactive Accounts
If an Account has had no withdrawal or deposit activity, and we have had no contact from you regarding the Account for
eighteen (18) months, we may consider the Account inactive and stop sending Account statements. Service fees and other
terms applicable to active accounts will apply to the Account while it is inactive except where prohibited by law. An
inactive Account may be subject to additional fees. You understand that under state abandoned property laws, we must
turn over to the state the Account if it has been inactive for a specified period of time as prescribed by applicable law.
42. Relationship
The relationship created by any deposit is that of debtor and creditor and otherwise the relationship between us is that of
independent contractor. No fiduciary or other special relationship exists except as required by law.
43. Recording
You authorize us to monitor, record, and retain telephone calls, electronic messages and other data transmissions at any
time without notice for any reason including to provide a record of instructions with respect to the Account, but we are not
obligated to do so.
44. Miscellaneous
If any provision of this Agreement is determined to be invalid, illegal, or unenforceable in any respect, the validity, legality
or enforceability of the remaining provisions of this Agreement will not be affected or impaired as a result. We may waive
any provision of this Agreement, but the waiver will apply only to that provision and on that occasion. In no event is any
waiver or series of waivers to be construed as creating or requiring a waiver of any provision in the future.

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45. Facsimilies and Email
We may, in our discretion, accept facsimiles of Account documentation and related matters as originals. Email
communications from you, including instructions, are not binding on us and do not constitute notice to us as contemplated
by this Agreement unless we otherwise expressly agree in writing.
46. Claims Subject to Arbitration
We and you agree to arbitrate all disputes or claims between you and us arising out of or relating in any way to the
Account or this Agreement, any other agreement related to the Account, or any transactions arising hereunder or
thereunder, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory. This arbitration
provision is intended to be broadly interpreted and to cover, without limitation, any claims that arose before the effective
date of this Agreement or any prior agreement governing the Account (including, but not limited to, claims relating to
advertising, promotions, or disclosures) and any claims that may arise after the termination of this Agreement.
This Agreement evidences a transaction in interstate commerce, and thus the Federal Arbitration Act, 9 U.S.C. § 1 et. seq.,
governs the interpretation and enforcement of this provision. An American Arbitration Association (“AAA”) arbitrator will
decide the substance of all Claims in accordance with all applicable law, including recognized principles of equity and
statutes of limitations, and will honor all claims of privilege recognized by law.
Unless both you and we agree otherwise, each party must bring all related or similar Claims in a single arbitration
proceeding. If you or we later initiate a subsequent arbitration asserting Claims that are related or similar to ones that
were raised by such party in an earlier-filed arbitration, the AAA or the arbitrator will either: (i) consolidate the subsequent
arbitration with the earlier proceeding if it is ongoing or (ii) dismiss the subsequent arbitration if it raises Claims that would
be barred by applicable law if brought in court.
(a) Notice of Dispute and Arbitration Procedures. A party who intends to pursue a Claim must first send to the other a
letter describing the Claim and containing the information described below (a “Notice of Dispute”). Any Notice of
Dispute sent to us should be addressed to:
BMO Harris Bank N.A.
Documentation Analysis and Control
111 West Monroe Street 9 Center
Chicago, IL 60603
Any Notice of Dispute sent to you by us will be sent to the address in our records that is associated with the Account
at the time the Notice of Dispute is sent. The Notice of Dispute must (a) describe the nature and basis of the Claim;
(b) set forth the specific relief sought; (c) set forth the name and address of the claimant; and (d) include the
Account numbers and/or the provision of the applicable agreement to which the Claim relates. If we and you do not
reach an agreement to resolve the Claim described in the Notice of Dispute within forty-five (45) days after the
Notice of Dispute is received, you or we may commence an arbitration proceeding with AAA. If you or we attempt
to commence arbitration proceedings before providing the requisite Notice of Dispute, the other party may inform
the AAA of this agreement and direct it to refrain from commencing administration of arbitration proceedings until
the requisite time period for notice has passed. Neither you nor we will disclose to the arbitrator the existence,
amount, or terms of any settlement offers made by either party until after the arbitrator issues a final award
resolving the Claim.
The arbitration will be governed by the AAA’s Commercial Dispute Resolution Procedures, as amended from time to
time (the “AAA Rules”) as modified by this Agreement, and will be administered by the AAA.

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The arbitrator is bound by the terms of this Agreement. All issues are for the arbitrator to decide, except that issues
relating to the arbitrability of Claims or the scope, and enforceability of this arbitration provision, including the
interpretation of the prohibition of class and representative actions and non-individualized relief, are for the court
to decide. The right to a hearing will be determined by the AAA Rules. Any in-person arbitration hearing will take
place in Chicago, Illinois. Regardless of the manner in which the arbitration is conducted, the arbitrator, upon the
request of either party made prior to the closing of the hearing (or, if there is no oral hearing, prior to or along with
submission of final documents to the AAA), will issue a reasoned written decision sufficient to explain the essential
findings and conclusions on which the award, if any, is based. Unless otherwise agreed by you and us, any award
will be rendered by the arbitrator not later than fourteen (14) days from the date of the closing of the hearing or, if
there is no oral hearing, from the date of the AAA’s transmittal of the final statements and proofs to the arbitrator
in accordance with the AAA Rules.
(b) Prohibition of Class and Representative Actions and Non-Individualized Relief. The arbitrator may award injunctive
relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief
necessitated by that party’s individual Claim; any injunctive relief must be individualized in nature and cannot affect
individuals other than the claimant. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN
YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE PROCEEDING, OR AS A PRIVATE ATTORNEY GENERAL OR ON BEHALF OF THE GENERAL PUBLIC. Further,
unless both you and we agree otherwise, the arbitrator may not consolidate more than one person’s claims, and
may not otherwise preside over any form of a representative or class proceeding. If a court decides that any part of
this arbitration provision (other than the prohibition of class or representative actions and/or consolidation) is
invalid or unenforceable, the other parts of this arbitration provision will still apply. However, if a court decides that
this paragraph’s prohibition of class or representative actions and/or consolidation is invalid or unenforceable, then the
entirety of this arbitration provision will be null and void.
(c) Access to Government Agencies. This arbitration provision does not preclude you from bringing issues to the
attention of federal, state, or local agencies. Such agencies can, if the law allows, seek relief against us on your
behalf.
(d) Other Remedies. This arbitration provision and the exercise of any of the rights you and we have under this
provision will not prohibit you or us from exercising any lawful rights either you or we have to use other remedies
available to preserve, foreclose or obtain possession of real or personal property or exercise self-help remedies,
including set-off rights as described in this Agreement.
47. Amendment
From time to time, we may amend, add to or change (an “amendment”) the provisions of this Agreement. Amendments
will be communicated by notice given to you by mail or if permitted by law, electronic notice, and will be effective on the
date indicated in the notice. If an effective date is not indicated, the effective date will be ten (10) Business Days from the
date the notice was sent. If you do not wish to be bound by an amendment, you may close the Account before the
effective date of the amendment. Your continued use of the Account after the effective date is deemed your agreement to
the amendment. Any other amendment will be effective only if it is in writing and signed by our duly authorized officer.
A change in our interest rates, fees or service charges, funds availability or operating procedures does not constitute an
amendment of this Agreement and we may effect such changes without prior notice to you.
48. Entire Agreement
This Agreement, including our Funds Availability Policy and information specifically referred to in this Agreement, and any
separate service or master agreement in effect constitutes the entire agreement between us regarding the subject matter

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of this Agreement and supersedes any and all prior representations, warranties, understandings and proposals. There are
no oral agreements between us. You acknowledge that you have not relied on any representation or warranty, express or
implied, or other understanding or proposal not contained in this Agreement, the Funds Availability Policy or information
specifically referred to in this Agreement, or any separate service or master agreement in effect. This Agreement is binding
upon and for the benefit of the account owners, their permitted successors and assigns, and us and our successors and
assigns. This Agreement also applies to each of your subsidiaries and affiliates which have an Account with us or have
access to the Account as if it were a party to this Agreement. You represent and warrant to us that you have the authority
to act for and bind such subsidiaries and affiliates to this Agreement, and agree to be responsible for any unpaid fees,
charges or other obligations of such subsidiaries or affiliates. Otherwise, except as expressly provided in this Agreement,
this Agreement is not for the benefit of any other person, and no other person will have any right against you or us in
connection with this Agreement.
49. Cash Withdrawals
If you request to withdraw large amounts in cash, we may place reasonable restrictions on the time and place of your
withdrawal based on our security and operational considerations.
50. Defined Terms
Available Balance — means the most current record we have about the balance in the Account that is available for
withdrawal from the Account.
Business Day — means every day except Saturdays, Sundays or federal holidays.
Item — includes a check, draft, demand draft, preauthorized draft, or other order or instruction for the payment, transfer, or
withdrawal of funds (including a withdrawal slip), and electronic transactions (including ACH, ATM and POS).

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Our general policy for Commercial Checking Accounts (including Commercial Checking, Commercial NOW and Commercial Money
Market) is to make the funds from your wire transfers and electronic direct deposits available to you on the Business Day we
receive the deposit. Funds from cash deposits will be made available to you on the day of deposit. Funds from check deposits
will be made available to you according to the Availability Schedule assigned to your check deposits. The length of delay varies
depending on the type and method of deposit, and is explained below. Once the funds are available, we will use the funds to
pay checks you have written or you can withdraw the funds in cash.
Determining Availability
For purposes of this Funds Availability Policy, every day is a “Business Day” except Saturdays, Sundays and federal holidays. If
you make a deposit before our cut-off time on a Business Day that we are open, we will consider that day to be the day of your
deposit. The cut-off time for deposits made at a branch is the closing time of the branch where the deposit is made. Deposits
made at a night drop location or night depository will be retrieved and verified by us once at the beginning of each Business
Day. Therefore, if you use a night drop during the day, that deposit will not be considered received by us until the next Business
Day when we retrieve it and process it. The cut-off time for deposits made in connection with certain banking services that we
offer may vary; the earliest cut-off time is 4:00 p.m. Central Time (except with respect to certain vault services, for which
cut-off times range between 1:00 p.m. ET and 5:00 p.m. PT). Please review the service agreements that govern these banking
services to determine the applicable cut-off times. If you make a deposit after our cut-off time or on a day that we are not
open, we will consider that the deposit was made on the next Business Day we are open.
Immediate Availability
Cash deposited at branches or through the mail before the cut-off times listed above will be available for immediate use on the
day that we receive the deposit. Because we cannot process deposits made until we receive them, we strongly recommend
that you do not send cash deposits through the mail. Cash deposited after the cut-off times will be available on the next
Business Day after we receive the deposit.
Same Day Availability
Funds from the following types of deposits will generally be available on the Business Day we receive the deposit:



Federal Reserve Bank wire transfers
Preauthorized electronic credits

Next Day Availability
Funds from the following types of deposits will generally be available on the next Business Day after the day we receive the
deposit:






U.S. Treasury checks
Checks drawn on and drafts payable through us.
Federal Reserve Bank checks, Federal Home Loan Bank checks, and postal money orders
State and local government checks
Checks drawn on banks located inside the United States of America

Other Check Deposits
Subject to Section 9 of the Commercial Account Agreement, funds from all other checks will generally be available no later than
the second Business Day after the day of your deposit. The first $225 of these deposits, however, will be available on the first
Business Day after the day of your deposit.

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Cashing a Check Not Drawn On Us
If we cash a check that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are
already in your checking account or another account you have with us (or one of our affiliates). Those funds will be available at
the time funds from the check we cashed would have been available had you deposited it.
Longer Delays May Apply To Some Deposits
In some cases, we will not make all of the funds that you deposit by check available to you as described above. In these cases,
funds will generally be available on the second Business Day after we receive your deposit; however, the first $225 of your
deposit, will still be available on the first Business Day. If we are going to delay availability, we will notify you at the time you
make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly through one of
our employees, or if we decide to take this action after you leave the premises, we will mail you the notice no later than the
day after we receive your deposit. We will also tell you when the funds will be available. If your deposit is not made directly
through one of our employees, or if we decide to take this action after you leave the premises, we will mail you the notice no
later than the day after we receive your deposit.
If you will need the funds from a deposit immediately, you should ask us when the funds will be available.
In addition, funds you deposit by check may be delayed for a longer period under the following circumstances:

If we believe a check deposited will not be paid

If deposited checks total $5,525 or more on any one day

If you redeposit a check that has been returned unpaid

If you have overdrawn your account repeatedly in the last six months

If there is an emergency situation such as a failure of communications or computer equipment, or severe weather
We will attempt to notify you if we delay your ability to withdraw funds for any of these reasons, and we will tell you when the
funds will be available. Funds will generally be available no later than the seventh Business Day after the day of your deposit.
Additional Information Concerning Your Accounts
Endorsement Requirements
Payee endorsements are restricted by federal law to an area up to 1.5 inches from the trailing edge of a check. The trailing
edge is defined as the left side of the check when looking at it from the front. The endorsement area reserved for the bank of
first deposit is the area 3.0 inches from the leading edge of the check and 1.5 inches from the trailing edge of the check. The
leading 3.0 inches is the area designated for endorsements of subsequent collecting banks. While checks may vary in size, the
size of the areas designated for payee endorsement will always be as described above.
Legibility of Endorsements
Endorsements or other writing or markings on the reverse side of checks by issuers, payees, or endorsers should be limited
to the space reserved for the payee’s endorsement as described above. Otherwise, the endorsement of the depository bank
may be obscured, and this may delay the return of the check or the notice of nonpayment. You shall be liable for any loss or
damages arising from this condition.
Sufficient Balances
While funds will be made available based on the preceding time frames, you remain responsible for ensuring that sufficient
ledger balances and Available Balances are kept or deposited to cover all withdrawals and other charges against the Account. If
a deposited check is returned unpaid, we retain the right to charge that item back to the Account even though the funds for
that check were made available. You remain responsible to immediately repay any overdrafts.

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If you have any questions regarding this policy, or about the availability of any deposit you make, please contact the Client
Response Center at 1-877-895-3278.
International Items
All international items should be directed to:
Mailing Address:
BMO Harris Bank
Naperville Operations Center
Attn: Foreign Collections
PO Box 5731
Carol Stream, IL 60197

Overnight / Courier:
BMO Harris Bank
Naperville Operations Center
Attn: Foreign Collections
1200 E. Warrenville Road
Naperville, IL 60593

Availability Schedules are subject to change without notice.

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Statement Period
From December 01, 2021
To
December 31, 2021
Page
140 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 22

Dec 22
Dec 23

Description
OBI: MAGUIEXPRESS SA AR QCCUSEGFZ26,MAGUIEXPRESS S A
OBI:
OBI:
INCOMING WIRE
REF# 20211222B6B7261F00311312221031FT01
FROM: MARXSMITH LLC
ABA:
026009593
BANK:
OBI: GOODS REFERENCE CODE: QNCUSQTAN4Y
OBI:
OBI:
INCOMING WIRE
REF# 20211222B6B7261F00174112220801FT01
FROM:
ABA:
021000021
BANK:
OBI: QCCUSGEFG
OBI:
OBI:
INCOMING WIRE
REF# 20211222B6B7261F00307712221027FT01
FROM: PAXFUL USA INC
ABA:
026013356
BANK:
OBI: QCCUSK934, PAXFUL, INC 420003911352
OBI:
OBI:
INCOMING WIRE
REF# 20211222B6B7261F00576012221506FT01
FROM: ICHIOKA VENTURES LLC
ABA:
121000248
BANK:
OBI: FUNDS FOR REFERENCE QCCUSGMMK
OBI:
OBI:
ONLINE TRANSFER CREDIT
ONLINE XFR FROM: XXXXXX6223
INCOMING WIRE
REF# 20211223B6B7261F00620912231555FT01
FROM: CP CONSTRUCTION VENTURES LLC
ABA:
324377613
BANK:
OBI: QNCUS9QXJKZ
OBI:

6126

236,562.50

250,000.00

300,000.00

60,000,000.00
26.00

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Statement Period
From December 01, 2021
To
December 31, 2021
Page
142 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 23

Dec 23

Description
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00529812231428FT01
FROM:
ABA:
321178158
BANK: TULARE COUNTY FCU
OBI: QCCUSAZ7HTHE COIN TRADING COMPANY, LLC420034051586
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00608112231544FT01
FROM:
ABA:
121000248
BANK:
OBI: QNCUSFAVQME
COINMETRO
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00213512230900FT01
FROM: LA GUACAMAYA LLC
ABA:
021000021
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC. 420056235618
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00580912231515FT01
FROM: BANK OF AMERICA
ABA:
026013576
BANK: SIGNATURE BANK
INCOMING WIRE
REF# 20211223B6B7261F00029512230255FT01
FROM:
ABA:
31209536
BANK: CITIBANK NA
OBI: QCCUSZ9EKRN, FINANLEADS S A
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00503712231401FT01
FROM:
ABA:
021000021
BANK:
OBI: QCCUSWHQFN7, STILLMAN DIGITAL LLC420048617770
OBI:

6126

5,000.00

5,500.00

6,000.00

7,955.00

8,500.00

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Statement Period
From December 01, 2021
To
December 31, 2021
Page
143 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 23

Dec 23

Description
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00613612231549FT01
FROM:
ABA:
121000248
BANK:
OBI: QCCUSZ9EKRN FINANLEADS SA
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00378112231153FT01
FROM:
ABA:
021000021
BANK:
OBI: QNCUSZRQ6C3
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00549512231446FT01
FROM: COMMODORE MANAGEMENT LLC
ABA:
102000021
BANK:
OBI: INVESTMENT ON SECURITIESQCCUSAZ7H, THE COIN TRADING CO
OBI: MPANYLLC 420034051586
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00303312231045FT01
FROM:
ABA:
026009593
BANK:
OBI: SERVICES
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00275312231013FT01
FROM: INTERNATIONAL TRADING COMMERCE
ABA:
021201383
BANK: VALLEYNATIONALBANK
OBI: REFERENCE CODE QCCUS9XF74Y MUNDUZ INTERNATIONAL
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00412412231228FT01
FROM: TECC CONSULTING LLC
ABA:
121000248

6126

9,500.00

10,000.00

10,500.00

14,700.00

19,782.95

23,400.00

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Statement Period
From December 01, 2021
To
December 31, 2021
Page
144 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 23

Description
BANK:
OBI: QCCUSZTF2-LOGISTIC FAST
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00060312230603FT01
FROM:
ABA:
026009593
BANK:
OBI: QNCUSHRDX
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00062512230608FT01
FROM:
ABA:
121000248
BANK:
OBI: QNCUSH6VPFC
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00328112231113FT01
FROM:
ABA:
121000248
BANK:
OBI: QNCUSH6VPFC
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00156812230801FT01
FROM: UR CHOICE DISTRUBUTOR INC.
ABA:
021000021
BANK:
OBI: REFERENCE # QCCUS3D46
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00244412230937FT01
FROM: PND ADMINISTRATION SERVICES LLC
ABA:
021000021
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC. 420056235618
OBI:
OBI:

6126

23,500.00

25,000.00

25,080.00

33,000.00

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Statement Period
From December 01, 2021
To
December 31, 2021
Page
145 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 23

Dec 23

6126

33,000.00

45,561.25

46,883.81

60,000.00

64,000.00

83,836.50

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Statement Period
From December 01, 2021
To
December 31, 2021
Page
146 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 23

6126

139,054.69

196,000.00

200,000.00

212,500.00

233,471.25

236,562.50

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 187 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
147 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 23

Description
REF# 20211223B6B7261F00284812231027FT01
FROM: MARXSMITH LLC
ABA:
026009593
BANK:
OBI: GOODS REFERENCE CODE: QNCUSQTAN4Y
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00157312230801FT01
FROM:
ABA:
021000021
BANK:
OBI: QCCUSGEFG
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00574112231508FT01
FROM: YUMMY INC
ABA:
211075086
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC.
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00484612231338FT01
BANK: M&T BANK
OBI: REFERENCE CODE QCCUS9XF74Y, MUNDUZINCORPORATED
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00305612231049FT01
FROM: DISTRIBUTED COMPUTING SYSTEMS
ABA:
026013576
BANK:
OBI: QCCUSGMMK
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00080012230719FT01
FROM: CB INTERNATIONAL BANK LLC
ABA:
026013576
BANK:
OBI: QCCUS3E2T, CB INTERNATIONAL BANK LLC 420030048263
OBI:

6126

250,000.00

334,000.00

357,000.00

500,000.00

800,000.00

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 188 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
148 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 23

Dec 23

Dec 24

Description
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00386012231158FT01
FROM: DCG INTERNATIONAL INVESTMENTS LTD
ABA:
322286803
BANK:
OBI: REFERENCE: QCCUS3HRZQV, INFINITY VENTURES C1, L.P. 420
OBI: 098750470 DCG INTERNATIONAL INVESTMENTS LTD. INVESTMEN
OBI: T
INCOMING WIRE
REF# 20211223B6B7261F00633012231607FT01
FROM: LEGEND TRADING INC
ABA:
026013576
BANK:
OBI: QCCUSXWTC, BIRDIE CORPORATION 420069656697
OBI:
OBI:
INCOMING WIRE
REF# 20211223B6B7261F00633112231607FT01
FROM: LEGEND TRADING INC
ABA:
026013576
BANK:
OBI: QCCUSXWTC, BIRDIE CORPORATION 420069656697
OBI:
OBI:
INCOMING WIRE
REF# 20211224B6B7261F00284912241307FT01
FROM: CP CONSTRUCTION VENTURES LLC
ABA:
324377613
BANK:
OBI: QNCUS9QXJKZ
OBI:
OBI:
INCOMING WIRE
REF# 20211224B6B7261F00134112240801FT01
FROM:
ABA:
021000021
BANK:
OBI: USD WIRE
OBI:
OBI:
INCOMING WIRE
REF# 20211224B6B7261F00134312240801FT01
FROM:
ABA:
021000021

6126

1,000,000.00

1,199,500.00

1,298,000.00

1.00

1,000.00

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 189 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
172 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 30

Dec 31

6126

236,562.50

312,000.00

350,000.00

1,918.00

2,105.00

2,500.00

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 190 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
173 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 31

Description
BANK:
OBI: QNCUSVPCE42
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00531512311618FT01
FROM:
ABA:
121000248
BANK:
OBI: QNCUSX3VPN9 KXUW9MAJCMPS
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00389512311214FT01
FROM: COMMODORE MANAGEMENT LLC
ABA:
102000021
BANK:
OBI: REFERENCE: QCCUSAZ7HTHE COIN TRADING COMPANY, LLC42003
OBI: 4051586
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00503012311506FT01
FROM:
ABA:
121105156
BANK:
OBI: QCCUSAZ7H, THE COIN TRADING COMPANY420034051586
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00336412311113FT01
FROM:
ABA:
124003116
BANK:
OBI: QCCUSGEFG
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00350612311129FT01
FROM:
ABA:
062005690
BANK:
OBI: REFERENCEQCCUSJRVZ UNITED COIN INC420030696060
OBI:
OBI:

6126

4,618.97

5,400.00

10,000.00

15,000.00

17,780.00

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 191 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
174 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 31

Dec 31

Description
INCOMING WIRE
REF# 20211231B6B7261F00332812311108FT01
FROM:
ABA:
021000089
BANK:
INCOMING WIRE
REF# 20211231B6B7261F00521512311552FT01
FROM:
ABA:
121000248
BANK:
OBI: REFERENCE QCCUSZTF2 WESTCLIFFTECH
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00526112311603FT01
FROM: INOVASUPERSTAR LLC
ABA:
021000021
BANK:
OBI: QCCUSYZX4, PINE GROVE CONSULTING,INC. 420056235618
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00544312311655FT01
FROM:
DBA BUTLER HOME MAINT ABA:
114000093
BANK:
OBI: QNCUSJDYNRP
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00545812311700FT01
FROM: TECC CONSULTING LLC
ABA:
121000248
BANK:
OBI: QCCUSZTF2-LOGISTIC FAST
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00225912310854FT01
FROM:
ABA:
043318092
BANK:
OBI: GEM PURCHASEREFERENCE CODE: QNCUSJ7GYQR
OBI:
OBI:

6126

20,802.00

25,000.00

26,000.00

28,500.00

32,100.00

35,630.00

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 192 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
175 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date
Dec 31

Dec 31

6126

70,000.00

121,100.00

130,000.00

150,000.00

172,620.30

236,562.50

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 193 of 194

Statement Period
From December 01, 2021
To
December 31, 2021
Page
176 of
426
PRIVATE CLIENT GROUP 159
485 MADISON AVENUE
NEW YORK, NY 10022

PRIME TRUST LLC
BAM CLEARING
330 S RAMPART BLVD SUITE 260
LAS VEGAS NV 89145

8-159

See Back for Important Information

Primary Account:
Date

Dec 31

Description
OBI: GOODS REFERENCE CODE: QNCUSQTAN4Y
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00271812310952FT01
FROM: 1/
ABA:
NFSCUS3B
BANK: NATIONAL FINANCIAL SERVICES LLC
INCOMING WIRE
REF# 20211231B6B7261F00434912311317FT01
FROM: EMBLAZE ONE INC.
ABA:
021000021
BANK:
OBI: REFERENCE NO. QCCUSGMMK
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00348512311127FT01
FROM: COMPASS MINING INC
ABA:
026013576
BANK:
OBI: QCCUSGMMK
OBI:
OBI:
INCOMING WIRE
REF# 20211231B6B7261F00099312310800FT01
FROM: PRIME TRUST LLC
ABA:
021000021
BANK:
INCOMING WIRE
REF# 20211231B6B7261F00096112310751FT01
FROM: YUCHEN SUN
ABA:
026013576
BANK:
OBI: CREDIT TO: PRIME TRUST, LLC REFERENCE: QCCUSW47D, POLO
OBI:
DIGITAL ASSETS, INC.
3280 PURPOSE: FUNDING
OBI:

Withdrawals and Other Debits
Dec 01 OUTGOING WIRE
REF# 20211201B6B7261F005566
TO:
1/
ABA:
021000021
BANK: JPMORGAN CHASE BANK, NA
ACCT# GB40REVO009970
OBI: 20211124B6B7261F00196511240801FT03

6126

300,000.00

600,000.00

3,000,000.00

3,450,000.00

6,500,000.00

5.00

Case 25-52011-JKS

Doc 1

Filed 08/13/25

Page 194 of 194

IN THE UNITED STATES BANKRUPTCY COURT
FOR THE DISTRICT OF DELAWARE
In re:

Chapter 11

Prime Core Technologies Inc., et al.,1
Debtor.
PCT Litigation Trust,
vs.

Case No. 23-11161 (JKS)
(Jointly Administered)

Plaintiff,

East Goodnews Limited,
Defendant.

Adv. No. Refer to Summons

NOTICE OF DISPUTE RESOLUTION ALTERNATIVES
As party to litigation you have a right to adjudication of your matter by a judge of this Court.
Settlement of your case, however, can often produce a resolution more quickly than appearing before a
judge. Additionally, settlement can also reduce the expense, inconvenience, and uncertainty of litigation.
There are dispute resolution structures, other than litigation, that can lead to resolving your case.
Alternative Dispute Resolution (ADR) is offered through a program established by this Court. The use of
these services are often productive and effective in settling disputes. The purpose of this Notice is to
furnish general information about ADR.
The ADR structures used most often are mediation, early-neutral evaluation,
mediation/arbitration and arbitration. In each, the process is presided over by an impartial third party,
called the “neutral.”
In mediation and early neutral evaluation, an experienced neutral has no power to impose a
settlement on you. It fosters an environment where offers can be discussed and exchanged. In the
process, together, you and your attorney will be involved in weighing settlement proposals and crafting a
settlement. The Court in its Local Rules requires all ADR processes, except threat of a potential criminal
action, to be confidential. You will not be prejudiced in the event a settlement is not achieved because the
presiding judge will not be advised of the content of any of your settlement discussions.
Mediation/arbitration is a process where you submit to mediation and, if it is unsuccessful, agree
that the mediator will act as an arbitrator. At that point, the process is the same as arbitration. You,
through your counsel, will present evidence to a neutral, who issues a decision. If the matter in
controversy arises in the main bankruptcy case or arises from a subsidiary issue in an adversary
proceeding, the arbitration, though voluntary, may be binding. If a party requests de novo review of an
arbitration award, the judge will rehear the case.
Your attorney can provide you with additional information about ADR and advise you as to
whether and when ADR might be helpful in your case.
Dated: August 13, 2025

/s/ Stephen L. Grant, Sr.
Clerk of Court

The Debtors in the Chapter 11 Cases, along with the last four digits of each debtor’s federal tax identification number, are: Prime Core
Technologies Inc. (5317); Prime Trust, LLC (6823); Prime IRA LLC (8436); and Prime Digital, LLC (4528) (collectively, the “Debtors” or
“Prime”). The Debtors’ service address is 10845 Griffith Peak Dr., #03-153, Las Vegas, Nevada 89135.

-1-

NOTICE OF DISPUTE RESOLUTION ALTERNATIVES
\5Nov10, 0:05

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Adversary Complaint — PCT Litigation Trust v. East Goodnews Limited, No. 25-52011 (Bankr. D. Del.)

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