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EXCERPT FROM THE REGISTERED BYLAWS OF PRIME PUBLISHING USA

(Incorporated under the Laws of the State of New York)

TRANSACTION RECONCILIATION AND COMPLIANCE

Section 1.1. Purpose.

The purpose of this Article is to establish internal compliance and reconciliation procedures for transactions subject to reporting or settlement through brokered channels, ensure the accuracy of the Company's books and records, and promote adherence to applicable reporting requirements and managed disbursement procedures.

Section 1.2. Authority.

The Board of Directors is authorized to adopt, and from time to time amend, policies and procedures consistent with this Article to implement the Company's compliance, reconciliation, and reporting obligations.

Section 1.3. Managed Disbursement Cycles.

All transaction proceeds entering a managed disbursement cycle shall be subject to the Company's reconciliation, reporting, and audit-review procedures prior to final disbursement to the designated recipient or beneficial owner.

Section 1.4. Tax Prepayment Reserve.

The Company may require the establishment of an estimated tax reserve or the remittance of an estimated tax prepayment (including, without limitation, applicable capital gains tax) prior to final disbursement of funds, when the Company reasonably determines that such action is necessary to:

  • (a) account for potential tax liabilities arising from the transaction;

  • (b) prevent accounting discrepancies, reporting inconsistencies, or unresolved compliance obligations; and

  • (c) ensure accuracy during year-end audits and the reconciliation of gross proceeds.

Any amounts collected pursuant to this Section shall be maintained in a segregated reserve account and shall be applied, refunded, or released in accordance with the Company's compliance and financial-control policies.

Section 1.5. Reconciliation and Reporting.

The Company shall maintain internal reconciliation procedures designed to ensure that all transactions subject to external reporting are accurately reflected in the Company's books and records and that all required reports, statements, and disclosures are timely and complete.

Amended and Restated Bylaws
Effective January 15, 2023