ADMINISTRATIVE SERVICES AGREEMENT

A. MP Securities was formed and organized as a Delaware limited liability company on April 26, 2010 for the purpose of  launching a de novo broker dealer firm that will be registered as a broker dealer with the U.S. Securities and Exchange Commission (“SEC”) and seek membership with the Financial Institutions Regulatory Authority (“FINRA”).

B. MP Securities has requested that MPIC provide certain administrative services upon such terms and conditions as provided for in this Agreement and required by SEC Rules 15c3-1, 17a-3, 17a-4 and 17a-5.

C. On July 11, 2003, the SEC Division of Market Regulation (“DMR”) issued a letter (the “Letter”) concerning the application of the SEC’s financial responsibility and record keeping rules under SEC rules 15c3-1, 17a-3, 17a-4 and 17a-5 (collectively, the “Financial Responsibility Rules”) regarding expense sharing arrangements between broker dealers and third parties, including parent and affiliate companies.  The Letter addresses situations in which another party has agreed to pay expenses related to the business of the broker dealer.  The Letter’s requirements became effective when issued and the National Association of Securities Dealers (“NASD”) further addressed these issues in Notice to Members 03-63, dated October, 2003.  The purpose of this Agreement is to clarify and document the Parties’ expense sharing arrangement consistent with those requirements as set forth in the Letter and the NASD Notice to Members.

D. MPIC has requested that MP Securities accept responsibility for undertaking certain administrative and ministerial duties related to handling the conduct of its investor note program and the parties hereto wish to memorialize the terms of this arrangement.

1. Term of Agreement.  Unless sooner terminated as provided in Section 13 below, the term of this Agreement shall commence effective as of January __, 2018 and shall continue for successive one-year periods unless sooner terminated by mutual agreement.  This Agreement shall be automatically renewed for one-year periods unless either party provides written notice to the other party at least three months prior to the end of the term or the termination date of any renewal term thereafter.

2. Responsibilities of MPIC.  MPIC will provide administrative services as listed on the attached Exhibit “A”, as may be supplemented from time to time by MPIC or at the request of MP Securities.  If additions or deletions are made to Exhibit “A” during the term of this Agreement, or during any subsequent renewal term, MP Securities and MPIC shall memorialize such changes on an amended Exhibit “A”, and both Parties shall forthwith sign and date such

3. Payroll and Personnel Services.  MPIC will assist MP Securities in handling its payroll reporting, processing and handling of employment related matters through its arrangement with Administaff Services, LP (“Administaff”).  All MP Securities employees will be treated as leased employees pursuant to MPIC’s Agreement with Administaff.  MP Securities will provide all training, employment and administrative manuals for its employees and will handle all employment related issues for the broker dealer firm.

4. Leased Offices.  MPIC agrees to provide 495 square feet of office and meeting room space to MP Securities at its corporate offices in Brea, California, as more particularly described in Exhibit A hereto.

5. MP Securities Obligations.  MP Securities shall pay MPIC for such services in the manner described in Section 6 below and in such amounts as described on the attached Exhibit “A”.  Notwithstanding anything in this Agreement to the contrary, MP Securities shall be responsible for and record on its books and records the following expenses:

6. Payment for Services.    

7. Other Expenses.  From time to time, MPIC may incur other expenses on behalf of MP Securities, such as telephone costs, filing fees or other administrative costs.  MPIC shall itemize its costs incurred on MP Securities’ behalf and submit reasonable documentation for any expenditures made.  Purchases and expenditures incurred by MPIC on behalf of MP Securities shall be billed to MP Securities at MPIC’s cost with no markup.  MP Securities shall reimburse MPIC in the manner described in Section 6 above. 

8. Intercompany Transactions.  If requested by MP Securities’ Chief Financial Officer or President, MPIC may advance from time to time cash to MP Securities or make payments to third parties on behalf of MP Securities.  MP Securities shall have discretionary authority and control over all intercompany advances made by MPIC on its behalf.  Within fifteen (15) days following the end of each calendar month, MPIC shall provide MP Securities with a list of all intercompany advances made on MP Securities’ behalf.  Unless otherwise objected to within ten (10) days after receipt of such report, the list of intercompany advances shall become final.  MP Securities agrees to reimburse MPIC for such intercompany advances on a monthly basis.  MPIC shall maintain separate and accurate records of all intercompany advances made on behalf of MP Securities and all amounts paid by MPIC with respect thereto.  Such records shall be made available to MP Securities, FINRA, the SEC or any state regulatory authority for any lawful purpose.  Such records shall be the joint property of MPIC and MP Securities and shall be maintained in accordance with applicable SEC, FINRA and state regulatory standards for a broker dealer firm.

9. Oversight of Services.  Any services provided by MPIC or its vendors, contractors or other third parties on behalf of MP Securities pursuant to this Agreement shall at all times be subject to the supervision and authority of MP Securities, which shall retain discretion and authority to direct and control any aspect of MPIC’s provision of, or arrangement for such services.  MP Securities shall implement a system for continuous monitoring and oversight to ensure that MPIC’s provision of services pursuant to this Agreement complies with applicable law, the provisions of U.S. law that apply to broker dealer firms registered under Section 15 of the Securities Exchange Act of 1934 (the “Exchange Act”) and regulations imposed on the entity as a member of FINRA.  Notwithstanding anything in this Agreement to the contrary, all activities, selling efforts and underwriting services which are required to be performed by a firm registered under Section 15 of the Exchange Act shall be performed by MP Securities under the provisions of this Agreement.

10. Control Retained by MP Securities.  During the term of this Agreement, MP Securities shall retain and exercise ultimate control over the assets and operations of its activities and operations as a broker dealer firm.  The Board of Managers of MP Securities shall be and shall remain ultimately responsible for the development of, approval and implementation of policies and procedures of the broker dealer firm.  MP Securities shall supervise all professional, underwriting, selling, marketing and operational activities of the broker dealer firm.  Unless otherwise authorized by the MPIC Board of Directors or its Operating Agreement, MP Securities shall limit its activities to those described in its Business Plan as submitted to FINRA as part of

11. Confidentiality.  MPIC and MP Securities agree to maintain as strictly confidential all records and documents each may receive concerning the other’s business and affairs and the other’s customers and members (collectively “Confidential Information”) in strict confidence and shall not disclose the other’s Confidential Information to third parties except (a) as necessary in performing its duties hereunder, or (b) as required by law, court order or in response to an investigation or request of a regulatory body having jurisdiction over a party, or (c) with the advance consent of the party owning the Confidential Information.  Confidential Information shall include, but not be limited to, notebooks, books, memoranda, records, journals, lists, reports, files, correspondence, management information, reviews, analysis, research, business plans, budgets, profit and loss statements, whether in paper form, electronic form or copies thereof.  The obligations under this Section 11 shall not apply to information that (a) is in or enters the public domain without breach of this Agreement, or (b) a party receives from a third party without restriction on disclosure and without breach of a non-disclosure obligation, (c) which the party, not claiming prior ownership, develops independently and can prove same with written evidence, or (d) that is requested pursuant to a request issued by a court or governmental agency or regulatory authority or required to be disclosed under applicable law, provided that prior written notice of such obligation is provided to the other party and an opportunity to oppose such disclosure or obtain a protective order is furnished to the other party.  This Confidentiality provision shall survive termination of this Agreement.

12. Relationship of Parties.  It is the Parties’ intent that MPIC shall act solely as an independent contractor.  Nothing in this Agreement shall be construed to create a partnership, joint venture, or principal agency relationship between MP Securities and MPIC.

13. Termination.  In addition to termination in accordance with Section 1. above, this Agreement may be terminated as follows:

15. Limited Liability and Indemnity.  With regard to the services to be performed by MPIC, neither MPIC nor its employees or agents shall be liable to MP Securities, or to anyone who may claim any right due to his/her relationship with MP Securities, for any acts or omissions in the performance of said services except when said acts or omissions are due to willful misconduct or gross negligence of MPIC or its employees or agents.  MP Securities shall indemnify, defend and hold MPIC, its employees and agents free and harmless from any obligations, costs, claims, judgments, attorneys’ fees and all other damages and expenses (but not lost profits, consequential damages, goodwill, business interruption, or loss of business) arising from (a) the services performed pursuant to this Agreement or in any way connected with said services performed by MP Securities, or (b) the actions of any vendor or contractor engaged by MP Securities under this Agreement, or (c) MP Securities’ breach of any provision of this Agreement, except when same results from willful misconduct of MPIC and MPIC is adjudged guilty of willful misconduct by a competent court or arbitrator having jurisdiction over the matter.  This limited liability and indemnity provision shall survive termination of this Agreement.

16. Notices.  All notices and other communications hereunder shall be in writing.  Notices shall be deemed duly given, when delivered personally or five (5) days after being sent through the U.S. Postal Service, postage paid, first-class.  If sent through any reputable one-day,

17. Further Assurances.  The Parties agree to execute and deliver such further documents and instruments and do such further acts and things as may reasonably be necessary to carry out the purposes and intent of this Agreement.

18. Duties on Termination.  In the event of termination of this Agreement as provided herein, each party agrees to deliver promptly to the other party all notebooks, documents, memoranda, reports, files, correspondence and other property belonging to the other party relating to its business which are in the party’s possession or under its control.

19. Intellectual Property.  Any and all inventions, discoveries, improvements, copyrightable works and creations (hereafter referred to as “Intellectual Property”) which MP Securities has previously, solely or jointly, conceived or made or may conceive or make during the period of this Agreement shall be the sole and exclusive property of MP Securities.  MP Securities shall have sole and exclusive responsibility for protecting its rights to such Intellectual Property and to all of its other assets, and MPIC shall have no responsibility with regard to same.

20. Books and Records.  Each party hereto shall keep full and adequate books of account and records reflecting all transactions and matters covered by this Agreement, in accordance with its normal accounting practices and principles.  The books of account and all other records relating to or reflecting transactions or matters covered by this Agreement maintained by one party shall be made available to the other party and its accountants and other representatives at all reasonable times for inspection and copying, and each party shall cooperate fully with the other in explaining any calculations or charges under this Agreement.  In order to comply with SEC, FINRA and other regulatory rules, the Parties agree to keep and record the following:

21. Compliance with SEC and FINRA Rules.  The Parties hereto acknowledge, agree and intend that this Agreement comply in all respects with the Letter, FINRA guidelines for broker dealer firms and the SEC Financial Reporting Rules.  To that end, MPIC covenants and agrees that:

22. Subcontracting.  The Parties expressly agree that their respective obligations under this Agreement may be subcontracted to third parties with appropriate expertise and experience to undertake the particular obligations to be subcontracted.  The Parties agree that performance of any obligation under this Agreement by a subcontractor, or any subcontractor of a subcontractor, shall be subject to all terms and conditions of this Agreement, including without limitation all legal and regulatory requirements, performance standards and reporting responsibilities.  The Parties agree to develop, implement, and conduct appropriate oversight procedures to monitor the performance by any subcontractor of any services under this Agreement.  The retention of a subcontractor does not relieve a party from any obligation under this Agreement.  Any party who retains a subcontractor for the performance of any duty under

23. Entire Agreement of the Parties/Modifications.  This Agreement contains all of the covenants and agreements between the Parties with respect to the rendering of such services in any manner whatsoever.  Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement or which modifies or amends this Agreement will be effective unless it is in writing signed by the party to be charged.

24. Waiver.  Any party’s failure to enforce any provision of this Agreement shall not in any way be construed as a waiver of any such provisions or prevent that party thereafter from enforcing such provision or any other provision of this Agreement.

25. Severable Provisions.  If any portion of this Agreement shall be held invalid or inoperative, then so far as reasonable and possible the remainder of this Agreement shall be considered valid and operative and effect shall be given to the intent manifested by the portion held invalid or inoperative.  The Parties authorize any modifications necessary to those provisions, or portions of provisions, held invalid or inoperative so that effect can be given to the Parties’ intent.

26. Governing Law.  This Agreement shall, in all respects, be governed by and construed in accordance with the internal laws of the State of California without regard to the conflict of law principles thereof.

27. Assignment.  This Agreement and the respective rights and obligations hereunder may not be assigned by either party hereto without the express written consent of the other party, expect for an assignment by MP Securities or MPIC to any successor to all or a substantial portion of the business of MP Securities or MPIC.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors, legal representatives and permitted assigns.

28. References.  All references made to this Agreement are intended and shall be deemed to mean this Agreement, inclusive of and together with all other agreements, documents, schedules and exhibits appended hereto, all of which are deemed hereby to be fully incorporated herein by reference.

29. Attorneys’ Fees.  Should an action be commenced by either party to interpret or enforce the terms of this Agreement or to collect any amounts owning under this Agreement, the prevailing party in such action shall be entitled to receive its reasonable attorneys’ fees and costs, in addition to such other relief that may be granted.