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Products, Services, Fees, and Privacy InformationImportant information you should knowregarding your Business Banking.

Business Banking

Member FDIC

PROOF

V1 August 9, 2019 5:08 PM

Business Banking10.1.19

ContentsLetter to Our Customers ...........................................................................................5

Business Banking Products and Services ..................................................................7

Business General Fees ............................................................................................11

International Services Agreement .........................................................................13

Treasury Management Services ..............................................................................16

Disclosure Information and Agreement .................................................................21

Treasury Management Services Agreement ..........................................................38

Merchant Bankcard Agreement ..............................................................................56

UPDATES TO EXISTING SECTION CHANGES

Disclosure Information and Agreement• Section 3.1 Your Ability to Withdraw Funds• Section 12.42 Returned Checks/Transactions• Section 13.4 Payment Order Accuracy

Treasury Management Services Agreement• Section 5 Risk of Unauthorized Access and Mitigation Best Practices• Section 9 Check Positive Pay Service• Section 9 Reverse Positive Pay• Section 10 ACH Positive Pay - ACH Filter Service• Section 16 Funds Transfer Services• Section 16 Warranties• Section 16 Refusal of Orders

NEW/ADDED SECTIONS

Disclosure Information and Agreement• Section 3.5 Restrictive Endorsements• Section 12.56 Unlawful Internet Gambling• Section 12.57 Compromised Accounts• Section 12.58 Remotely Created Checks (RCC)• Section 12.59 Money Service Business (MSB)• Section 13.9 Validating Payment Order Instructions

Treasury Management Services Agreement• Getting Established

• Section 2 Administrator• Section 18 Mobile Banking

Please review this document carefully. Price changes appear as (Price+), (Price-) or (New). Additional changes are noted below:

4 | Business Banking 10.1.19

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Business Banking | 510.1.19

PROOFAugust 23, 2019

Dear Valued Customer,

Thank you for banking with Citizens Business Bank. We value our relationship with you and strive to provide you with the finest in products and services that meet and exceed your banking needs.

The Citizens Business Bank disclosure information and agreement, along with the schedule of fees governing your account(s) has been updated effective October 1, 2019. The updated schedule of fees may be referenced beginning on page 11. Please review the schedule of fees carefully, and note that you may not be impacted by these changes.

If you would like to receive future updates electronically, or if you have any questions about the potential impact these changes may have on you, please don’t hesitate to contact your Citizens Business Bank Center or call 888.222.5432 for assistance.

Once again, we thank you for your business.

Sincerely,

David A. BragerExecutive Vice PresidentSales Division Manager

Business Banking 10.1.19


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Business Banking | 110.1.19 PROOF v5

BUSINESS BANKING PRODUCTS AND SERVICESTerminologyIn this Agreement, the words “you,” “your” and “yours” refer to the owners and authorized signers of an account; “we,” “us,” “our” and “Bank” refer to Citi zens Business Bank and its successors and assigns. Also, “bank” includes banks, credit unions, savings & loan insti tuti ons, and other fi nancial insti tuti ons, and “check” includes draft s and other items.Business Account Monthly Service Charges and Other FeesFor each of the plans below, the monthly service charges that may be assessed against your account are described in detail. Fees for additi onal services that you may uti lize are explained in the Business Account - Other Fees, Internati onal Services Fees and/or the Treasury Management Services Schedule of Standard Fees secti ons.

BUSINESS CHECKING ACCOUNT PLANSBusiness CheckingA non-interest bearing, basic business checking account for businesses with a small number of transacti ons.Usage Guidelines: This account allows up to 150 debits, 25 deposits and 250 deposited items; up to 50 electronic credits; and up to $5,000 currency/coin deposited/furnished.Excess Volume Fees: $0.30 per debit; $2 per deposit; $0.15 per deposited item; $2 per $1,000 currency deposited/furnished*; and $0.25 per electronic credit. (*Currency/coin deposited/furnished excess volume fee does not apply to customers with Cash Vault Services.)Interest Method: Not applicable.Monthly Service Charge: $18 per month. To avoid monthly service charges, maintain at least a $6,000 minimum daily balance or a $12,000 minimum average daily balance.Minimum Opening Balance: $1,000Automated Teller Machine (ATM) Access: ATM and Point-of-Sale (debit card) access is allowed.Additi onal Benefi ts:

• Business Online Banking - Enhanced Plan: Immediate access to account informati on and initi ate bill payments and tax payments electronically 24/7 at a 50% discount off the regular monthly maintenance fee.

• Check Positi ve Pay: Manage risk by rejecti ng potenti ally fraudulent transacti on acti vity at a 50% discount off the regular monthly maintenance fee.

• ACH Positi ve Pay/Filter: Electronic Debits and Credit Acti vity: Manage incoming and outgoing ACH electronic acti vity risk by rejecti ng potenti ally fraudulent transacti on acti vity at a 50% discount off the regular monthly maintenance fee.

• Reverse Positi ve Pay: Manage risk by importi ng a daily list of paid check acti vity at a 50% discount off the regular monthly maintenance fee.

• Remote Deposit Capture: Deposit checks from the convenience of your business locati on at a 50% discount off the regular monthly and check scanner maintenance fees.

• TTAX Plus Tax Payments: Process Federal and State tax payments easily and conveniently using a touch-tone telephone opti on or online opti on for a fl at monthly maintenance fee of $5.

Refer to the Treasury Management Schedule of Standard Fees for additi onal fees.At the Bank’s discreti on, a Business Checking account may be placed on Account Analysis based upon account acti vity, balances and services provided.

Analysis Business PlanA non-interest bearing business checking account designed for medium to large size businesses with moderate to high levels of transacti on acti vity. The determinati on to place an account on the Analysis Business Plan is discreti onary and solely that of the Bank, based upon account acti vity, balances and services provided, and is subject to change without noti ce.Analysis Business Plan Accounts may receive an earnings credit allowance which is based upon the balances maintained in your account. The earnings credit allowance is subtracted from your total analyzed acti vity fees (charges associated with your Accounts and services) resulti ng in your Service Charge. If suffi cient balances are maintained in your Account, the costs of the banking services may be covered. The earnings credit allowance may not be used to off set certain fees, such as Paid Overdraft s, NSF Returned Items or Overdraft Interest.The earnings credit rate and the basis for the rate are subject to change from ti me to ti me without prior noti ce to you. Current rate informati on is available from your nearest banking center or by calling the telephone number on the front of your Account statement. Earnings credit is not available for withdrawal. Unless we agree otherwise in writi ng, earnings credit can only be used for fees incurred during the month covered by analysis. Services may be billed on a consolidated basis and, if requested, presented to you on an Account Analysis statement. Please see the Analysis Business Plan Fees for a list of fees.Usage Guidelines: Unlimited check writi ng, transfers or withdrawals.Interest Method: Not applicable. Monthly Maintenance Fee: $20 Minimum Opening Balance: $1,000Automated Teller Machine (ATM) Access: ATM and Point-of-Sale (debit card) access is allowed.

BUSINESS INTEREST BEARING CHECKING ACCOUNT PLANSInvestment Checking An interest-bearing checking account for sole proprietors, non-profi t businesses and government agencies.Usage Guidelines: There are no usage restricti ons for this account. Interest Method: Interest is paid on a ti ered-rate system. The interest rate and Annual Percentage Yield (APY) can change as oft en as daily at our discreti on. Interest is calculated daily on a simple interest basis and compounded monthly. A minimum daily collected balance of $2,500 is required to earn interest.Interest is credited to your account on the last day of the interest cycle, which may be diff erent from the statement cycle date.All cash and on-us deposits begin accruing interest on the date of deposit. For deposits of non on-us checks and similar transacti ons, interest begins to accrue no later than the business day we receive credit for the deposit. This may not be the same day you deposit the check(s) to your account. Accounts closed between interest payment dates will forfeit accrued, but unpaid interest.You must maintain a required minimum collected balance in the account each day to obtain the disclosed APY. If that minimum balance is not maintained, we may assess your account a service fee for that month; we may pay a lower rate of interest (or no interest) on your account for that month or future months, according to the account terms then in eff ect; or we may close your account.Balances of over $1,000,000 are subject to negoti ated rates and terms.Balance Tiers: The Bank reserves the right to establish one or more balance ti ers on certain interest-bearing accounts for the purpose of calculati ng interest on the account(s) and to set interest rates and APYs for various ti ers in any amount, including the same amount as any other ti er. For this account, interest will be paid based on the interest rate and APY in eff ect that day for the balance ti er associated with the end-of-day account balance. The balance ti ers for this account are as follows:Less than $2,500$2,500 and overMonthly Service Charge: $18 per month and $0.50 per debit paid. To avoid monthly service charges, maintain at least a $5,000 minimum daily balance or $7,500 or more average daily balance.


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2 | Business Banking 10.1.19PROOF v5

Minimum Opening Balance: $2,500Withdrawals and Transfers: The number of preauthorized, automati c, third-party transfers or withdrawals per month are unlimited, but a service charge may be assessed, based on account balance. There is no minimum amount for any withdrawal or transfer.Automated Teller Machine (ATM) Access: ATM and Point-of-Sale (debit card) access is allowed.

Att orney Client TrustAn interest-bearing checking account for att orneys that require an Interest on Lawyers Trust Account (IOLTA). The Interest on these accounts is remitt ed to the California State Bar Legal Services Trust Fund Program.Usage Guidelines: There are no usage restricti ons for this account. Interest Method: Interest calculates daily on a simple interest basis and is compounded monthly. Interest is paid on a ti ered-rate system. The interest rate and Annual Percentage Yield (APY) can change as oft en as daily at our discreti on. A daily periodic rate is applied to the collected balance in your account each day to calculate interest. Interest is credited to your account on the last day of the interest cycle, which may be diff erent from the statement cycle date. The daily collected balance earns the rate in eff ect for that day for the highest ti er in which the daily collected balance falls.All cash and on-us deposits will begin accruing interest on the date of deposit. For deposits of non on-us checks and similar transacti ons, interest begins to accrue no later than the business day we receive credit for the deposit. This may not be the same day you deposit the check(s) to your account. Accounts closed between interest payment dates will forfeit accrued, but unpaid interest.You must maintain a required minimum collected balance in the account each day to obtain the disclosed Annual Percentage Yield (APY). Balance Tiers: The Bank reserves the right to establish one or more balance ti ers on certain interest-bearing accounts for the purpose of calculati ng interest on the account(s) and to set interest rates and APYs for various ti ers in any amount, including the same amount as any other ti er. For this account, interest will be paid based on the interest rate and APY in eff ect that day for balance ti er associated with the end-of-day account balance. The balance ti ers for this account are as follows:Less than $5,000$5,000 - $9,999$10,000 - $24,999$25,000 - $49,999$50,000 - $99,999$100,000 and overMonthly Service Charge: $18 per month and $0.50 per debit paid. To avoid monthly service charges, maintain at least a $5,000 minimum daily balance or $7,500 or more average daily balance.Minimum Opening Balance: $2,500Withdrawals and Transfers: The number of preauthorized, automati c, third-party transfers or withdrawals per month are unlimited, but a service charge may be assessed, based on account balance. There is no minimum amount for any withdrawal or transfer.Automated Teller Machine (ATM) Access: ATM and Point-of-Sale (debit card) access is not allowed.

MONEY MARKET ACCOUNT PLANSPremium Money MarketA ti ered-rate, interest-bearing, limited transacti on account for businesses.Usage Guidelines: This account is limited to six (6) preauthorized, automati c or telephone transfers, checks, draft s and debit card or similar transacti ons from your account per monthly statement cycle.Excess Debit Fee (over 6): $15 per debit.Interest Method: Interest is calculated daily on a simple interest basis and is compounded monthly. Interest is paid on a ti ered-rate system. The interest rate and Annual Percentage Yield (APY) can change as oft en as daily at our

discreti on. Interest is credited to your account on the last day of the interest cycle, which may be diff erent from the statement cycle. The daily collected balance earns the rate in eff ect for that day for the highest ti er at which the daily collected balance falls.All cash and on-us deposits will begin accruing interest on the date of the deposit. For non on-us checks and similar transacti ons, interest begins to accrue no later than the business day we receive credit for the deposit. This may not be the same day you deposit the check(s) to your account. Accounts closed between interest payment dates will forfeit accrued, but unpaid interest.You must maintain a required minimum collected balance in the account each day to obtain the disclosed Annual Percentage Yield. Monthly Service Charge: $15 per month. To avoid monthly service charges, maintain at least a $5,000 or more average daily balance. If the average daily balance is not maintained, we may assess your account a service fee for that month according to the account terms in eff ect, or we may close your account.Balance Tiers: The Bank reserves the right to establish one or more balance ti ers on certain interest-bearing accounts for the purpose of calculati ng interest on the account(s) and to set interest rates and APYs for various ti ers in any amount, including the same amount as any other ti er. For this account, interest will be paid based on the interest rate and APY in eff ect that day for the balance ti er associated with the end-of-day account balance. The balance ti ers for this account are as follows:Less than $10,000$10,000 - $49,999$50,000 - $99,999$100,000 - $249,999$250,000 - $499,999$500,000 and overMinimum Opening Balance: $5,000Deposited Items per month (1-10 items): No chargeExcess Deposits per month (over 10): $1.00 per deposit (Price +)Withdrawals and Transfers: Under Federal law, no more than six (6) preauthorized, automati c or telephonic transfers, checks, draft s and debit card, or similar transacti ons from your account are allowed per monthly statement cycle. Failure to comply with these limitati ons may result in closing your account.Withdrawals and transfers are tracked for the purpose of transacti on limitati ons as of the date we post them to your account, and not as of the date they originate. There are no limits on the size or frequency of withdrawals from the account, or transfers from the account to another account of the same depositor, if the withdrawals or transfers are aff ected by mail, messenger, ATM, or in person.Automated Teller Machine (ATM) Access: ATM and Point-of-Sale (debit card) access is allowed.

BUSINESS SAVINGS ACCOUNT PLANSBusiness SavingsAn interest-bearing account available to any business enti ty. This account may be linked to a checking account with like names for overdraft protecti on.Usage Guidelines: This account is limited to six (6) preauthorized, automati c or telephonic transfers, checks, draft s and debit card, or similar transacti ons from your account per monthly statement cycle.Excess Debit Fee (over 6): $5 per debit if the minimum average monthly balance of $1,000 is not maintained.Interest Method: Interest is calculated on the average monthly collected balance on a simple interest basis, using a daily periodic rate against the collected balance and compounded quarterly. Interest is paid on the last day of the interest cycle, which may be diff erent from the statement cycle. The interest rate and Annual Percentage Yield (APY) can change as oft en as daily at our discreti on.All cash and on-us deposits will begin accruing interest on the date of the deposit. For deposits of non on-us checks and similar transacti ons, interest


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begins to accrue no later than the business day we receive credit for the deposit. This may not be the same day you deposit the check(s) to your account. Accounts closed between interest payment dates will forfeit accrued, but unpaid interest.You must maintain a required collected balance of $500 in the account each day to obtain the disclosed Annual Percentage Yield (APY). Balance Tiers: The Bank reserves the right to establish one or more balance ti ers on certain interest-bearing accounts for the purpose of calculati ng interest on the account(s) and to set interest rates and APYs for various ti ers in any amount, including the same amount as any other ti er. For this account, interest will be paid based on the interest rate and APY in eff ect that day for the balance ti er associated with the end-of-day account balance. The balance ti ers for this account are as follows:Less than $500$500 and overMonthly Service Charge: $4 per month. To avoid monthly service charges, maintain a minimum $1,000 average monthly balance. Minimum Opening Balance: $1,000Withdrawals and Transfers: Under Federal law, no more than six (6) preauthorized, automati c or telephonic transfers, checks, draft s and debit card or similar transacti ons are allowed per monthly statement cycle. Failure to comply with these limitati ons may result in closing your account.Withdrawals and transfers are tracked for the purpose of transacti on limitati ons as of the date we post them to your account, and not as of the date they originate. There are no limits on the size or frequency of withdrawals from the account, or transfers from the account to another account of the same depositor, if the withdrawals or transfers are aff ected by mail, messenger, ATM, or in person.Automated Teller Machine (ATM) Access: ATM access is allowed.Savings Overdraft Protecti on: If you sign up for this service, you authorize the Bank to make transfers automati cally from your savings account to cover overdraft s in your checking account. Transfers from your savings account are made in the exact amount of the overdraft . Each transfer counts as one of the six (6) limited transacti ons you are allowed each month from your savings account. There is a fee associated with this transacti on. Refer to the General Fees secti on for additi onal informati on.

CERTIFICATE OF DEPOSIT ACCOUNT PLANSCerti fi cate of Deposit AccountsAn interest-bearing limited deposit account available to any business enti ty.Maturity Period: Depending upon the amount invested, the maturity period is from seven (7) days to ten (10) years.Interest Method: Interest rates vary and are determined by the amount deposited and the term of the Certi fi cate of Deposit (COD). The ti ered interest rate stated at the ti me the COD is issued remains the same unti l maturity, unless the COD balance does not remain within the current ti er. When the COD balance is outside the current ti er, the interest rate will refl ect the new COD balance ti er. Interest compounds daily and is paid monthly, quarterly, or at maturity. For terms longer than one (1) year, interest must be paid at least annually. The daily balance method is used to calculate the interest on your account, which applies a daily periodic rate to the balance in the account each day. The daily interest rate is 1/365 (or 1/366 in a leap year) of the annual rate. The Annual Percentage Yield (APY) assumes interest remains on deposit unti l maturity. A withdrawal will reduce earnings.All cash and on-us deposits will begin accruing interest on the date of the deposit. For deposits of non on-us checks and similar transacti ons, interest begins to accrue no later than the business day we receive credit for the deposit. Accounts closed between interest payment dates will forfeit accrued, but unpaid interest.Balance Tiers: The Bank reserves the right to establish one or more balance ti ers on certain interest-bearing accounts for the purpose of calculati ng interest on the account(s) and to set interest rates and APYs for various ti ers in any amount, including the same amount as any other ti er. For this account, interest will be paid based on the interest rate and APY in eff ect that day for

the balance ti er associated with the end-of-day account balance. The balance ti ers for this account are as follows:7 to 29 Days

Less than $100,000$100,000 and Over30 Days and OverLess than $10,000$10,000-$49,999$50,000-$99,999$100,000 and overInterest Payment: You may choose the frequency of your interest payment from us with some limitati ons, which depend on your account’s term. For terms of seven (7) days through thirty-one (31) days, interest may be paid only at maturity; for terms of thirty-two (32) days to one (1) year interest may be paid monthly, quarterly, annually, or at maturity; for terms longer than one (1) year, interest must be paid at least annually, but may be paid monthly or quarterly.Interest Payment Opti ons: Once interest is paid, it is posted to your account unless you request a transfer to another Citi zens Business Bank account or request an interest check be mailed to you. An interest check will only be issued if the interest payment is $10 or greater per month. If the interest payment is under $10 per month, the interest will be posted to your account.Minimum Opening Balance: $2,500 or more, depending upon the maturity.Renewal Policies for Automati cally Renewable Certi fi cate of Deposit Accounts: This account automati cally renews as of the maturity date for the same term and earns interest at the rate in eff ect on the maturity date, unless you deposit or withdraw funds during the grace period. The grace period is two (2) business days for CODs with terms of twenty-nine (29) days or less and ten (10) calendar days for CODs with longer terms, beginning on the maturity date. If you withdraw all of your funds during the grace period, your account will cease earning interest as of the maturity date. You may also change the length of the term one-ti me during a grace period.Renewal Policies for Non-automati cally Renewable Certi fi cate of Deposit Accounts: This account will not renew automati cally at maturity. If you do not renew the account, your deposit may be placed in a non-interest bearing account.Early Withdrawal Penalti es: An early withdrawal penalty of $25 plus 1% of the amount withdrawn may be imposed if you withdraw any or all of the deposited funds before the maturity date. For withdrawals made within the fi rst six days of the certi fi cate issue date, a penalty of 1% of the principal balance will be imposed if you withdraw any or all of the deposited funds before the maturity date. If the amount withdrawn will bring the balance of the account under the required minimum balance, the account will be closed and an early withdrawal penalty for the closing balance may be imposed.Automated Teller Machine (ATM) Access: ATM access is not allowed.

SAFE DEPOSIT BOXESSafe Deposit BoxesThe following terms apply to you if you rent a safe deposit box from Citi zens Business Bank. Please refer to the Safe Deposit Box Lease Agreement and Citi zens Business Bank Disclosure Arti cles 11 & 12 for additi onal terms applicable to this service (e.g., amendments, waivers, arbitrati on, and legal process).Terms: You are renti ng a safe deposit box for one (1) year. This Agreement automati cally renews each year unless you noti fy us in writi ng not to renew it prior to its anniversary date.When your rental ends, you must empty your box and return all keys to us on the last day of the rental. If you fail to do so, you agree to pay us for the costs we incur to gain entry to your box and to store and/or dispose of its contents.Fees: Safe deposit box fees are based on the size of the box and are payable annually, in advance. You can authorize us to withdraw this fee from your checking or savings account, and we will deduct the payment on or aft er the date it is due. If you terminate the rental before the end of its term for any reason, you are not enti tled to a rebate of any part of the fee.


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If the fee is not paid when due, we may force open the box and dispose of the contents as permitt ed by law. We also reserve the right to refuse admission to the box if fees are delinquent.Co-Renters: If there are co-renters, the box is under the control of all parti es as fully as if it were in each person’s name alone. Any co-renter can access the box alone, can surrender the box, and can appoint a legal representati ve to access or surrender the box.Access To Your Box: You may have access to your box during our regular business hours. We may require that you show us proper identi fi cati on and prove to our sati sfacti on that you have a right to open the box. Access is available only to those individuals properly authorized on our records, or to their legal representati ve (e.g., guardian or conservator of the renter’s estate). You agree not to give your keys or your safe deposit box number to anyone who is not authorized on our records to access the box.You may appoint deputi es or att orneys to have access. This appointment should be in writi ng on one of our forms. An appointment remains in eff ect unti l we receive writt en noti ce that it is canceled, or proof of the death or legal incompetence of a renter.Entering the Vault: You may not enter the vault unless one of our employees accompanies you. We may refuse to allow more than two people to enter the vault at the same ti me. You will be allowed in the vault for no longer than it takes to open or close your box. We may require you to carry the box to a room or desk outside the vault. You may not remove the box from our premises.What May Not Be Stored: You may not place any of the following in your safe deposit box: any liquid, any property of an explosive, dangerous, or off ensive nature, or any property the possession of which is prohibited by law or regulati on, or which may become a nuisance to us or to any other renter. If we have reason to believe that any of these items may be stored in your box, we have the right to open the box and remove its contents without your permission. If we do so, we will inventory the contents, and our inventory will be conclusive evidence of the contents of your box.Our Responsibility: We are hired by you only to provide rental space for the storage of your property, if any, in our safe deposit box. You agree that we are not liable to you if any unauthorized person opens your box, as long as we have used ordinary care in preventi ng such an occurrence. It shall not be presumed that an unauthorized person opened your box simply because you claim something is missing. We have no obligati on to inventory the contents of your box or for otherwise knowing what is in your box or in any other box in our vault. You agree that, in the event of any loss or damage to your box or its contents, we will not be liable to you for:(a) any consequenti al, special or incidental damages; (b) any loss or damages caused, directly or indirectly, in whole or in part, by your negligence or failure to abide by these terms; or (c) any loss resulti ng from an accident, fi re, fl ood, water damage (including damage from fi re suppression systems), burglary, civil unrest, war, acts of God, or any cause which is beyond our reasonable control. We have no obligati on to inventory the contents of your box or for otherwise knowing what is in your box or in any other box in our vault.We promise to exercise reasonable care. Except as otherwise required by law or otherwise provided in the Safe Deposit Lease Agreement, it is agreed that we will not have possession or control of the safe deposit box or its contents and that our responsibiliti es and liabiliti es:(a) will be limited to those of someone who leases property to another; (b) will not extend beyond the exercise of reasonable care; (c) will not result in any presumpti ons adverse to us or in our having the burdens of proof, persuasion, or coming forth with evidence at any stage of any liti gati on regarding the vault, the safe deposit box, the safe deposit box contents, or their loss, damage, or destructi on; (d) will not cover or extend to the monetary value of the safe deposit box contents in excess of $1,000 and will not include any damages for, resulti ng from, or relati ng to any illegal or dangerous items stored in the safe deposit box; and (e) will not cover or extend to any claims or losses of any person, including you, for failure on our part to provide ti mely access to the safe deposit box or its contents.Lost Keys: We will provide you with two keys to your box. You agree to noti fy us immediately if any key is lost or stolen. You also agree to reimburse us for any expense we incur in replacing lost keys or forcing open your box. You

must return all keys to us when the rental ends. We do not retain any keys to your safe deposit box.Adverse Claims: If we receive confl icti ng claims or demands regarding your box or its contents, we may refuse further access to the box unti l we receive proof, sati sfactory to us, of each person’s right to access the box and remove its contents.No Third Party Benefi ciaries: There are no third party benefi ciaries to this rental agreement. We assume no responsibility to others with respect to any property which you may store for them in your box.Noti ces: Noti ces which we send to any of you are deemed sent to all of you. You must mail or deliver all noti ces regarding your box to us at the offi ce where your box is located. Noti ces sent elsewhere, or which fail to menti on the box number, may be delayed or lost.Terminati on: We may at any ti me terminate use of the safe deposit box and require that it be empti ed and surrendered to us, with the keys returned. If we terminate your use of the box without cause, we will noti fy you and refund any pro-rata rental previously paid.


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BUSINESS BANKING SERVICES – OTHER FEESThe Business Banking Service fees listed in the following secti ons may be assessed for services uti lized.

BUSINESS GENERAL FEESPlease contact your Business Financial Center for additi onal informati on about specifi c fees and specialized services.

Service ChargeACH Credit/Debit Noti fi cati on $1.00 per noti ceACH Full Debit/Credit Block $2.00 per acct/monthACH Request for Late Return (New) $4.00 per itemAccount Closure Fee (per account opened less than 90 days) $25.00 per account

Business Online Banking (see Treasury Management Services Schedule of Standard Fees)Check Cashing Non-customer - Payee Fee (up to $5,000)* $5.00 per check Non-customer - Customer Fee* $2.00 per check*Non-customer check cashing: $5,000 max per day. If CBB customer does not want non-customer/payee to be charged, $5 fee may be waived and $2 fee will be applied to customer’s account.Coin Deposited - Standard Bag $7.50 per bagCoin Deposited - Subject to Count Bag $10.00 per bagCollecti ons (Domesti c) - Incoming/Outgoing $30.00 per itemCounter Check $1.00 per checkCredit Verifi cati on By Mail $25.00 per verifi cati onDeposit Error Correcti on $7.00 per correcti onDeposit Account Control Agreement Setup $500.00 per setup Amend/Close $250.00 per agreement Legal Review Cost Monthly Maintenance $100.00 per monthEndorsement Guarantee $10.00 per stampEscheatment Fee Deposit Accounts $2.00 per account Offi cial Check/Cashier’s Check $2.00 per checkForeign Items (see Internati onal Services)Gift Card (See the Bank’s Card Summary and Disclosure of Fees Schedule)Hold Mail $5.00 per monthLegal Process Handling $150.00 per processMedallion Stamp $10.00 per stampNight Depository Service Annual Fee $35.00 per year Disposable Bag - Supplied by Center $0.25 per bagNotary $15.00 per signatureNon-Suffi cient Funds/Uncollected Funds (NSF/UCF) NSF/UCF Item Paid Charge $35.00 per item NSF/UCF Item Returned Charge $35.00 per item Offi cial Check-Customer $15.00 per checkOverdraft Charge* (Applies to Checking, Savings and Money Market Accounts) $15.00 per day

*Fee applies to overdraft s created by checks, in person withdrawals, returned deposited items, or other electronic or other items means (such as ACH transacti ons or Service Charges) as applicable.Overdraft Transfer (from Checking or Savings) $10.00 per transfer

Photocopies $3.00 per itemResearch Requests $40.00 per hourRemotely Created Checks (RCC) Maintenance (New)(Creati on and deposit of RCC items)

$100.00 per acct/month

Returned Deposited Items ACH $8.00 per item Checks/Draft s $12.00 per item Redeposit $5.00 per item Special Processing Instructi ons $15.00 per acct/month Email Noti fi cati on $12.00 per item

Returned Mail$5.00 per month aft er the fi rst month in which returned mail is received

ServiceLine Customer Support Automated Phone Support (24/7) Inquiry / Transfer No charge Agent Up to Six Calls per Calendar Month No charge Over Six Calls per Calendar Month $1.00 per callSignature Guarantee $10.00 per documentSpecial Programming - All Services QuoteStatement Electronic/Online Banking eStatement No charge Paper Without Check Images No charge With Check Images (Image Statement) $5.00 per month On Demand $15.00 per statement Multi ple Mailing Addresses $10.00 per address/cycle Copy $5.00 per copy Non-Standard/Special Cycle (New) $5.00 per statement Reconcilement Assistance $35.00 per hourStop Payment Stop Payment - Associate Assisted $30.00 per stop order Stop Payment - Online $20.00 per stop orderTelephone/Manual Funds Transfer $5.00 per transferThird Party Payment Processor / Third Party Sender (TPPP / TPS) (New) $200.00 per acct/month

Two Signatures Required $75.00 per monthWire Transfer Incoming - Domesti c $20.00 per wire Incoming - Internati onal $20.00 per wire Outgoing - Online (See Business Online Banking) Outgoing - Scheduled (Automated Standing Transfer) Domesti c $15.00 per wire Outgoing - Walk-in/Fax Domesti c $35.00 per wire Internati onal US Dollar (additi onal fees may apply) $50.00 per wire

Internati onal/Foreign Currency (see Internati onal Services; additi onal fees may apply) Outgoing Wire Modifi cati on Request $10.00 per request Wire Noti fi cati on - Incoming/Outgoing (Fax/Email) $8.00 per wire

Wire Investi gati on - Domesti c $30.00 per wire Wire Investi gati on - Internati onal $50.00 per wire Wire Recall/Cancel Request - Domesti c $25.00 per wire Wire Recall/Cancel Request - Internati onal $50.00 per wire


PROOF


MONEY SERVICE BUSINESSEnti ti es that issue, sell or redeem Money Orders, Travelers Checks, or pre-paid cards, transmit money, off er check cashing services, or deal or exchange currency require additi onal account oversight.

Money Service BusinessMaintenance $300.00 per account/month

ANALYSIS BUSINESS PLAN FEES(All Business General Fees apply)

Service ChargeMaintenance $20.00 per acct/monthChecks Paid $0.20 per itemCurrency/Coin Deposited $1.85 per $1,000Currency Ordered $1.85 per $1,000Coin Ordered $0.15 per rollCollateral Account $500.00 per monthDeposit-Standard $1.65 per depositDeposit-Remote Deposit Capture $1.50 per depositDeposit-Image Cash Lett er $1.25 per depositDebit $0.20 per itemElectronic Debit $0.21 per itemElectronic Credit $0.21 per itemForeign Currency Account $50.00 per monthItem Deposited $0.14 per itemUncollected Funds Charge Rate Prime + 4%Deposit Protecti on Insurance (per $100.00 in balances) $0.012 per $100/balances

ACH Correcti on $1.00 per item

AUTOMATED TELLER MACHINE (ATM) FEESCiti zens Business Bank off ers you access to surcharge-free ATMs through the MoneyPass® network. To locate MoneyPass® surcharge-free ATMs and Citi zens Business Bank ATMs, use our Citi zens Business Bank Mobile applicati on (downloadable from the APP Store® or Google Play™ using your enabled device) or visit www.cbbank.com/Locati ons. MoneyPass® ATMs, which are not Citi zens Business Bank ATMs, are for withdrawal only. MoneyPass® is a registered trademark of Fiserv Soluti ons, LLC.

CardValet® gives you access to more controls over your Debit card acti vity from anywhere and anyti me. CardValet allows you to control how, when and where your card is used and to monitor transacti ons, alerts and balances. CardValet® is a registered trademark of Fiserv Soluti ons, LLC.

Service ChargeATM/ Business Debit Card No chargeATM/ Business Debit Card Replacement $5.00 per cardRush Order $35.00 per cardATM Customer Transacti on at a Citi zens Business Bank or MoneyPass® Locati on No charge

ATM Customer Transacti on Performed at a non-Citi zens Business Bank or non-MoneyPass® Locati on Balance Inquiry $1.00 per inquiry ATM Cash Withdrawal $2.50 per withdrawal Transacti on Denial $0.25 per denialATM Customer Transacti on Performed at an Internati onal Locati on Internati onal Transacti on $2.00 per transacti on

SAFE DEPOSIT BOX FEESService ChargeSafe Deposit Box Sizes and Annual Service Fee (Not all locati ons have Safe Deposit Boxes for rent. Sizes and availability vary by locati on.)

2 x 5 $35.00 per year2.5 x 5 $35.00 per year3 x 5 $45.00 per year4 x 5 $50.00 per year5 x 5 $60.00 per year8.5 x 9.5 $110.00 per year2 x 10 $60.00 per year2.5 x 10 $70.00 per year3 x 10 $70.00 per year4 x 10 $90.00 per year5 x 10 $110.00 per year6 x 10 $110.00 per year9 x 10 $120.00 per year10 x 10 $140.00 per year13 x 10 $150.00 per year4 x 11 $100.00 per year8.5 x 11 $110.00 per year12 x 11 $150.00 per year8.5 x 12 $125.00 per year9.5 x 13.5 $150.00 per year9.5 x 15 $245.00 per year10 x 15 $250.00 per year22 x 15 $350.00 per year44 x 15 $450.00 per year18 x 18 $245.00 per year36 x 36 $550.00 per year

Key Replacement $20.00 per keyForced Entry $100.00 per force + costs


PROOF

Internati onal Services and Fees | 110.1.19

INTERNATIONAL SERVICES AGREEMENTFOREIGN EXCHANGE1. Foreign Currency Exchange. Citi zens Business Bank off ers Foreign Exchange payment products in all major currencies. A foreign exchange (“FX”) agreement is a signed contract between you and the Bank that outlines the terms and conditi ons regarding how you can execute FX transacti ons with the Bank. You may request to enter into a FX transacti on for the purchase and sale of such quanti ti es of foreign currencies and at such prices, and for delivery on such value dates as you and the Bank may agree. Each FX Transacti on obligates you to make a payment to Bank in one currency and Bank to make a payment to you or on your behalf in a diff erent currency. The date the FX Transacti on occurs is the “Executi on Date”. An FX Transacti on which has a fi nal sett lement date (“Value Date”) of two (2) business days or less aft er the executi on date is a “Spot FX Transacti on” and may not require an FX agreement. An FX Transacti on which has a Value Date of more than two (2) business days aft er the trade date is a “Forward FX Transacti on”, which requires an FX agreement.Your and the Bank’s respecti ve rights and liability will be addressed in the above referenced Foreign Exchange agreement to be executed by you and the Bank in the event you elect to uti lize this service.Important Note: Foreign Exchange contracts: (a) are not insured or guaranteed by the FDIC or any other agency; (b) are not deposits or obligati ons of, or guaranteed by, the Bank or any of its affi liates; and (c) involves risk, including possible loss of the principle amount deposited.2. Foreign Currency Account Agency Agreement. This Foreign Currency Account Agency Agreement (this “FC Agreement”) is entered by and between the undersigned customer (“Customer”) and Citi zens Business Bank (“Bank”). It sets forth the terms under which Bank will act as agent of Customer in establishing and maintaining one or more accounts denominated in a currency other than U.S. Dollars (a “Foreign Currency”).Recitals

a. Bank has entered into an agreement with a correspondent bank (“Correspondent”) to establish one (1) or more deposit accounts, each denominated in a Foreign Currency (each, an “Account”), in the name of Bank for the benefi t of persons who are customers of Bank.

b. Customer has requested Bank to open one (1) or more Accounts for the benefi t of Customer.

Customer and Bank agree as follows:1. Accounts. Bank will establish a separate Account with the Correspondent for each currency agreed upon by Customer and Bank. Each Account will be held in Bank’s name as agent for Customer. Bank will make Account deposits and withdrawals at Customer’s request. Customer must submit all Account transacti on requests to the Internati onal Department of Bank, at the address referenced in Secti on 15(f) below.2. Deposits. Customer may deposit funds directly to an Account either (i) by wire transfer or (ii) by instructi ng Bank to transfer funds from a U.S. Dollar-denominated account of Customer at Bank to the Account. All deposits to an Account must be in a Foreign Currency. Whenever Customer instructs the Bank to eff ect a deposit to an Account by the transfer of funds from Customer’s account at Bank, such instructi on shall be deemed to authorize and direct Bank to exchange that number of U.S. Dollars as is required to the requested Foreign Currency, and to transfer that Foreign Currency to the Account by wire transfer.3. No Guaranty by Bank. Correspondent is a depository insti tuti on whose deposits are insured by the Federal Deposit Insurance Corporati on (“FDIC”). Accordingly, the Accounts will be established, to the extent reasonably available, as FDIC insured deposit accounts, insured to the applicable limits of such insurance, as they exist from ti me to ti me. While Customer funds are on deposit in an Account, Bank assumes no liability with respect to such funds. Bank does not guarantee the repayment of principal (or interest, if applicable) by Correspondent. Bank’s responsibility under this Agreement is limited to the exercise of ordinary care.4. Designated Currency; No Interest. Each Account can be used only for the sett lement of incoming or outgoing wires in the Foreign Currency designated

for that Account. Accounts are not intended as an investment. Accounts will not bear interest.5. Withdrawals. Customer may make withdrawals from an Account only by sending a request to Bank in the form and format specifi ed by Bank. If Bank receives Customer’s request prior to the Bank’s designated cutoff hour on a business day, Bank will arrange for a transfer of funds from the Account on the same business day. Withdrawal requests received aft er the cutoff hour or on a day that is not a business day for either Bank or the Correspondent may not be processed unti l the following business day. Customer agrees to be bound by any deposit or payment request Bank receives in connecti on with the Account, even if it is not authorized by Customer, if Bank confi rms the request in accordance with the security procedure agreed upon by the parti es. In additi on to any other security procedure agreed upon by the parti es, Bank may elect to verify the authenti city or content of any request by placing a call to any authorized signer on Customer’s U.S. Dollar-denominated account at Bank, or any other person designated by Customer for that purpose. Timely payment of Account funds in any parti cular Foreign Currency is not guaranteed by Bank if Correspondent is precluded from making payment in that Foreign Currency due to restricti ons imposed by the government that issued that Foreign Currency or by the United States government. Customer may not draw checks against, or withdraw cash in person from, an Account.6. Overdraft s. Bank generally does not allow overdraft s on Accounts, but may charge Customer’s U.S. Dollar-denominated accounts at Bank for any permitt ed overdraft . Bank or Correspondent may disconti nue permitti ng Account overdraft s at any ti me without prior noti ce to Customer.7. Statements. Bank or Correspondent may send Account statements to Customer from ti me to ti me. Customer shall promptly review all statements, confi rmati ons and noti ces pertaining to Accounts, and shall immediately noti fy Bank of any discrepancies between such records and Customer’s own informati on. 8. Representati ons by Customer. Customer represents and agrees that:

a. It has a legiti mate business need to uti lize the Account(s);b. It is not a money service business (as defi ned at 31 CFR 1010.100 (ff ))

and will not engage in a money service business during the term of this Agreement;

c. Bank may disclose informati on about Customer to Correspondent as it may reasonably request for the purpose of discharging its regulatory due diligence and reporti ng responsibiliti es with respect to the Account(s), including, without limitati on, its responsibiliti es under the Bank Secrecy Act; and

d. Interest accruing on interest-bearing Accounts, if any, may be reported to taxing authoriti es, as required by applicable law.

9. Limitati on of Liability. Bank’s liability for any act or failure to act shall not exceed the direct resulti ng loss, if any, which Customer incurs and payment of any interest then due. Any claim, acti on or proceeding by Customer to enforce the terms of this Agreement or to recover for any related loss must be commenced within one (1) year from the date that the event giving rise to the claim, acti on or proceeding fi rst occurs. Customer agrees to cooperate with Bank in any loss recovery eff orts that it undertakes to reduce any loss or liability that arises in connecti on with the service provided by Bank under this Agreement.Neither Bank nor Correspondent shall be responsible for any loss, delay, cost or liability which arises, directly or indirectly, in whole or in part, from:(a) Customer’s acti ons or omissions, or those of third parti es which are not within Bank’s immediate and reasonable control; (b) Customer’s negligence or breach of any agreement with Bank; (c) any ambiguity, inaccuracy or omission in any instructi on or informati on that Customer provides in connecti on with the acti vity contemplated by this Agreement; (d) any error, failure or delay in the transmission or delivery of data, records or items due to a breakdown in any computer or communicati ons facility; (e) accidents, strikes, labor disputes, civil unrest, fi re, fl ood, water damage (e.g., from fi re suppression systems), or acts of God; (f) causes beyond Bank’s reasonable control; (g) the applicati on of any government or funds-transfer system rule, guideline, policy or regulati on; (h) the lack of available funds to complete a transacti on in Customer’s U.S. Dollar- denominated account at Bank or in an Account, as applicable; (i) Bank’s inability to confi rm to its sati sfacti on the authority of any person to act on Customer’s behalf; or (j) the terminati on, suspension or closure of any Account by Correspondent. There may be other


PROOF

2 | Internati onal Services and Fees 10.1.19

excepti ons to liability, as stated in Customer’s Account Agreement (with respect to U.S. Dollar-denominated accounts at Bank) with Bank. IN NO EVENT WILL BANK OR CORRESPONDENT BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, WHETHER THE LIKELIHOOD OF SUCH DAMAGES WAS KNOWN TO EITHER, AND REGARDLESS OF THE FORM OF THE CLAIM OR ACTION, INCLUDING, BUT NOT LIMITED TO, ANY CLAIM OR ACTION ALLEGING GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FAILURE TO EXERCISE REASONABLE CARE OR FAILURE TO ACT IN GOOD FAITH. Customer acknowledges that Bank’s fees, as described below have been established in contemplati on of: (a) these limitati ons on Bank’s liability; (b) Customer’s agreement to review statements, confi rmati ons, and noti ces promptly and to noti fy Bank immediately of any discrepancies or problems; and (c) Customer’s agreement to assist Bank in any loss recovery eff ort.10. Fees. Customer agrees to pay Bank (and authorizes Bank to charge Customer’s U.S. Dollar-denominated accounts at Bank for) the fees Bank establishes from ti me to ti me for its services under this Agreement (such fees, the “Service Fees”), which Service Fees shall be due and payable when incurred and shall be non-refundable. If Customer’s accounts are analyzed, deposits in the Accounts will not be taken into considerati on when determining earnings credit. In additi on to the Service Fees, Customer agrees to pay or reimburse Bank for all taxes, tariff s and assessments levied or imposed by any domesti c or foreign government agency in connecti on with the Accounts or this FC Agreement. Any currency conversions done in conjuncti on with an Account may be made at an exchange rate off ered at the ti me by Bank or Correspondent.11. Governing Law; Compliance. This FC Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, without reference to the State of California’s confl ict of law provisions. Customer agrees not to conduct any transacti ons that would violate the laws of any state, the United States (including the economic sancti ons administered by the U.S. Treasury’s Offi ce of Foreign Assets Control) or any foreign country that issues a Foreign Currency in which an Account is invested.12. Risk. Accounts are subject to market risks not associated with regular U.S. Dollar-denominated deposits. These include sovereign and exchange rate risks. A sovereign risk occurs if a country (U.S. or foreign) prohibits or restricts the cross-border circulati on of currency or otherwise fails to honor its currency. Exchange rate risk occurs when a foreign currency weakens or strengthens in comparison with the U.S. Dollar. These risks are Customer’s sole responsibility. Note: FDIC insurance does not protect against exchange rate risk.Currency conversions into and out of Customer’s designated Foreign Currency also may create federal or state taxable gains or losses due to fl uctuati ons in exchange rates. Customer should consult a tax advisor concerning any potenti al tax implicati ons associated with its transacti ons.Customer bears the risk of nonpayment if any government measures or restricti ons are taken or imposed with respect to its Account funds.Customer acknowledges that Bank has not provided investment, fi nancial or tax advice to Customer in connecti on with its selecti on of any Foreign Currency and that Bank’s employees are not authorized to give such advice.13. Indemnifi cati on. Customer agrees to indemnify, defend and hold Bank, Correspondent, their parent companies, affi liates, and subsidiaries, and their respecti ve directors, offi cers, employees and agents, harmless from and against every claim, damage, loss, liability and cost (including, without limitati on, att orney’s fees) of any kind which results directly or indirectly, in whole or in part, from: (a) their acti ons or omissions, if they are in accordance with Customer’s instructi ons or the terms of this FC Agreement; (b) the acti ons or omissions of Customer, its agents or employees; or (c) any warranty that Bank or Correspondent are required or deemed to make to a third party in connecti on with Customer’s transacti ons.14. Terminati on or Suspension. Either party may terminate this FC Agreement at any ti me, with or without cause, by giving thirty (30) days prior writt en noti ce to the other party. Bank may terminate this FC Agreement immediately with noti ce in the event: (a) Customer violates any material term or conditi on of this FC Agreement or any other agreement with Bank; (b) any lawsuit or other acti on or proceeding is fi led or insti tuted by any foreign or domesti c government agency alleging that this FC Agreement or the service provided

by Bank hereunder violates any law or regulati on; (c) Bank or Correspondent receives a writt en or verbal opinion of counsel that the arrangements described in this FC Agreement, or any material term or conditi on, may violate any law or regulati on; (d) Correspondent terminates its agreement with the Bank for the provision of Accounts in the manner contemplated herein; (e) Customer insti tutes a voluntary proceeding for, or fi les a peti ti on seeking, or fi les an answer or consent agreeing to, liquidati on or reorganizati on under the United States Bankruptcy Code or any other applicable federal or state law; or (f) Customer no longer maintains an account with Bank. Secti ons 5, 8, 9, 13 and 15(c) shall survive the terminati on of this FC Agreement.15. Other Terms.

a. Amendment. Bank may add to, delete or change the terms of this FC Agreement by providing Customer with prior noti ce.

b. Assignment. Bank may assign its rights and delegate its duti es under this FC Agreement to a company affi liated with it or to a third party. Customer may not assign any right or delegate any obligati on under this FC Agreement or with respect to any Account without Bank’s prior writt en consent.

c. Enti re Agreement. This FC Agreement incorporates, supplements, and supersedes where inconsistent the terms of Customer’s Account Agreement pertaining to its U.S. Dollar- denominated account at Bank. Unless Bank provides otherwise in writi ng, they consti tute (along with any related Service applicati on, setup form, specifi cati on sheets, addenda, service guide, and schedules) the enti re agreement between Customer and Bank with respect to the services described herein.

d. Dispute Resoluti on. If a dispute involving $25,000 or more (including all claims of all parti es) arises between us with respect to an Account, this FC Agreement, its enforcement or our services hereunder, either of us may require that it be resolved by judicial reference in accordance with California Code of Civil Procedure, Secti ons 638, et seq. The referee shall be a reti red judge, agreed upon by the parti es or appointed by the court. The costs of the reference procedure, including the fee for the court reporter, shall be paid equally by all parti es as the costs are incurred. The referee shall hear all pre-trial and post-trial matt ers, including requests for equitable relief, prepare an award with writt en fi ndings of fact and conclusions of law, and apporti on costs as appropriate. Judgment upon the award shall be entered in the court in which such proceeding was commenced and all parti es shall have full rights of appeal.

This provision will not be deemed to limit or constrain either party’s right to set off , to obtain provisional or ancillary remedies, to interplead funds in the event of a dispute, to exercise any security interest or lien held in property, or to comply with legal process involving accounts or other property. Venue for any acti on brought in accordance with this provision shall be in the County of Los Angeles, State of California. Disputes in an amount subject to the jurisdicti on of California’s small claims court shall not be subject to a judicial reference proceeding.

e. Monitoring of Communicati ons. Bank may at any ti me monitor and record Customer’s telephone and electronic communicati ons in connecti on with the services contemplated by this FC Agreement.

f. Noti ces. All noti ces required by this FC Agreement shall be sent by Customer to Bank at Citi zens Business Bank - Internati onal Department 701 N Haven Avenue, Ontario, CA 91764. Bank may send noti ces to Customer at the address listed for Customer in its account or treasury management service records.

g. No Third Party Benefi ciaries. This FC Agreement is made for the exclusive benefi t of Bank and Customer. Except for Correspondent’s rights under Secti ons 9 and 13, no third party has any rights under this FC Agreement. Unless Customer has Bank’s prior writt en consent, Customer shall not use the services provided by Bank under this FC Agreement to process transacti ons for third parti es or permit others (e.g., a vendor) to submit instructi ons to Bank on Customer’s behalf.

h. Waivers. Any waiver by Bank must be in writi ng to be eff ecti ve. Bank’s waiver of any right will not be deemed a waiver of other rights or of the same right at another ti me.


PROOF

Internati onal Services and Fees | 310.1.19

INTERNATIONAL SERVICES FEES

Import – Lett er of Credit Charge MinimumIssuance 1/8% $150.00 Amendment Increase/Extension 1/8% $110.00 Narrati ve $100.00 N/ADocument Examinati on 1/4% $150.00Acceptance 2.0% P.A. $150.00Deferred Payment 2.0% P.A. $150.00Cancellati on/Un-uti lized $150.00 N/ADiscrepancy $100.00 N/A Overdrawing 1/8% $110.00Reinstatement of Expired Lett er of Credit 1/8% $150.00Special/Priority Handling $150.00 N/AB/L Guarantee/Air Release 1/4% per quarter $175.00

Export – Lett er of Credit Charge MinimumAdvising Original Lett er of Credit $125.00 N/AAdvising Amendment $100.00 N/ADocument Pre-Examinati on $80.00 N/ADocument Examinati on 1/8% $150.00Documents Sent Unexamined $100.00 N/AUsance or Deferred Payment on Other Bank $100.00 N/ADiscrepancy Fee $100.00 N/AReimbursement Claim on Other Bank $100.00 N/ATransfer 1/4% $300.00Document Examinati on on Transfer 1/8% $150.00Cancellati on/Expired/Un-uti lized $150.00 N/A

Standby - Lett er of Credit Charge MinimumIssuance (including auto-extension) 2.0% P.A. $500.00Standby (draft ed but not issued) $250.00 N/AAuto-Renewal In Additi on to Renewal Fee $200.00 N/A Amendment Increase/Extension 2.0% P.A. $300.00 Narrati ve $150.00 N/ADocument Examinati on 1/4% $300.00Authorizati on to Pay Proceeds 1/4% $250.00Cancellati on Prior to Maturity $150.00 N/ADiscrepancy Fee $100.00 N/ANon-Extension Noti ce on Auto-Renewal Lett er of Credit (plus courier fee) $150.00 N/A

Auto-Reducti on/Auto Increase $50.00 N/ATransfers 1/4% $300.00Replacement of Lost Lett er of Credit (plus courier fee) $150.00 N/A

Special Handling $250.00 N/A

Import Collecti ons Charge MinimumClean (Price +) $85.00Documentary Sight D/P Sight $110.00 N/A D/A Usance $135.00 N/AAmendment $45.00 N/AMaintenance on Unpaid Items(aft er 30 days)

$50.00 per month N/A

Tracer $40.00 N/AProtest (plus expenses) $250.00 N/AB/L Guarantee/Air Release 1/4% per quarter $175.00Parti al Payment (per payment) $75.00 N/ACancellati on $75.00 N/ATransport Document Endorsement Fee $100.00 N/A

Export Collecti ons Charge MinimumClean $110.00 N/ADocumentary Sight D/P Sight $100.00 N/A D/A Usance $130.00 N/AAmendment $45.00 N/AMaintenance on Unpaid/Returned Items (aft er 30 days)

$50.00 per month N/A

Tracer (plus cable if applicable) $40.00 N/AProtest (plus expenses) $250.00 N/AParti al Payment (per payment) $75.00 N/ACancellati on/Unpaid $75.00 N/A

Authorizati on to Pay Proceeds Charge MinimumIssuance 1/4% $250.00Payment (plus wire fee if applicable) $75.00 N/A

Miscellaneous Charges Charge MinimumSWIFT (Short, 1 Page) $50.00 N/ASWIFT (Long, 2 Pages) $90.00 N/AWire Transfer Payment – USD Int’l Outgoing $50.00 N/A

Wire Transfer Payment – FX Int’l Incoming $30.00 N/A

Wire Transfer Payment – Int’l Foreign Currency $50.00 N/A

Special Handling Processing Fee $100.00 N/ASpecial Handling $75.00 N/AU.S. Overnight Courier $30.00 N/AInternati onal Courier $75.00 N/AForeign Currency Deposit Account (FCDA) Charge Minimum Setup Fee (New) $100.00 Monthly Maintenance Fee (per account) $75.00

Pricing will vary for credit-based products. However, the fee charged will not be lower than the minimum indicated. This Internati onal Services schedule is published periodically to keep our customers informed of our current fees and service charges. The fees and charges covered in this Internati onal Services schedule are eff ecti ve at the ti me of printi ng.

NOTE: We reserve the right to charge for services not covered by this Internati onal Services schedule of fees, including, but not limited to, cable/telex/wire transfer, long distance telephone, messenger/courier, fax, postage, etc., and to eff ect any alterati ons or amendments as we may consider necessary. Citi zens Business Bank reserves the right to change our current fees and service charges without noti ce. Please request a copy of our most current Internati onal Services brochure.

(Internati onal Services Approval Required. See Internati onal Services for more informati on.)


PROOF

1 | Treasury Management Schedule of Fees 10.1.19PROOF v4

TREASURY MANAGEMENT SERVICESSCHEDULE OF STANDARD FEESThe Treasury Management Services Schedule of Standard Fees supersedes all prior Treasury Management Services Schedule of Standard Fees. This Schedule of Standard Fees is in additi on to the fees applicable to Citi zens Business Bank deposit accounts that have been provided as part of the Citi zens Business Banking Product and Services Informati on documents. In the case of customized services, you will be advised if your fees vary from those contained in this Schedule of Standard Fees. Unless you are advised otherwise, this Schedule of Standard Fees is part of the Citi zens Business Bank Treasury Management Agreement*.Fees for Treasury Management services may be directly charged to your account or applied to your Analysis Business Plan and off set (in whole or in part) by an earnings credit allowance based upon the balances maintained in your Analysis Business Plan account, less ten (10%) percent. For more informati on on the Analysis Business Plan, please refer to the Business Banking Product and Services Informati on documents.Please contact your Citi zens Business Bank Center or call 888.222.5432 for additi onal informati on about specifi c fees and specialized services.

Account Reconcilement & Positi ve PayAutomated Clearing House Bill Payment Consolidati onBusiness Online BankingBusiness SweepCash Lett er - Image (ICL- Image Cash Lett er)Cash ServicesDisbursement Reporti ngElectronic Data Interchange Image ServicesLockboxRemote Deposit CaptureSmart Safe Advanced Credit Opti onTTAX Plus Tax Payments Wire TransferZero (Target) Balance Account

*This Schedule of Standard Fees is accurate as of the date of printi ng. Citi zens Business Bank reserves the right to correct, withdraw, change and add services and fees at any ti me before a contract for the Service is accepted by Citi zens Business Bank.

Account Reconcilement & Positi ve Pay

Full ReconcilementFull Reconcilement provides listi ngs of paid and outstanding checks in numerical order, based on customer-provided issued check informati on, as well as posted electronic items for each selected reconcilement period.Initi al Setup $100.00Maintenance - Full $100.00 per acct/monthPer Item - Full $0.08 per item

Parti al ReconcilementParti al Reconcilement provides a list of paid checks presented in check number order. Customers import this data into their accounti ng systems to reconcile applicable accounts.Initi al Setup $50.00Maintenance - Parti al $60.00 per acct/monthPer Item - Parti al $0.08 per item

Positi ve Pay - Check

Positi ve Pay-Check is a service that helps to reduce potenti al check fraud. It compares checks presented to the Bank for payment against a customer’s issued check fi le. The customer is provided a daily list of paid checks that do not match their issued check fi le, giving the customer an opportunity to review these items and make a pay or return decision.Initi al Setup No ChargeMaintenance - Positi ve Pay Only $50.00 per acct/monthMaintenance - Positi ve Pay with Full Recon $0.00 per acct/monthPer Item - Positi ve Pay Only $0.08 per itemPer Item - Positi ve Pay with Full Recon* $0.00 per itemExcepti on Item - Check $2.00 per itemExcepti on Decision Aft er Deadline (Manual) $2.00 per item*There are no additi onal per item charges for Positi ve Pay with Full Recon, although Full Recon per item fees apply.

Positi ve Pay - Payee Match (Must Uti lize Check Positi ve Pay)Payee Match is a highly recommended, additi onal layer of protecti on against unauthorized disbursements and fraudulent checks. Standard Positi ve Pay-Check service validates check number, check amount, and date. Payee Match enhances Positi ve Pay-Check service with a powerful opti cal engine that validates images of presented check payees against the payee names in the issued check fi le provided by the customer. Items that do not match are presented as “payee mismatch” excepti ons online, allowing users to easily make pay or return decisions. Payee Match fees are in additi on to standard Positi ve Pay Check fees.Maintenance - Payee Match $10.00 per acct/monthPer Item - Payee Match $0.02 per item

Positi ve Pay - ACHPositi ve Pay-ACH is a fraud preventi on service that allows customers to fi lter incoming ACH acti vity and make pay or return decisions on identi fi ed excepti ons.Initi al Setup $50.00Maintenance - Positi ve Pay-ACH Only $45.00 per acct/monthMaintenance - Positi ve Pay-ACH with Positi ve Pay-Check $25.00 per acct/month

Reverse Positi ve Pay - CheckReverse Positi ve Pay-Check is an additi onal tool to help reduce check fraud. It provides a daily list of paid checks presented in check number order. Customers import this data into their accounti ng systems to reconcile their applicable accounts. If a check is identi fi ed that should not be paid, the customer can contact the bank to return the item.Initi al Setup $50.00Maintenance $65.00 per acct/monthPer Item $0.08 per item

Informati on Reporti ng (BAI2, NACHA & Custom Reporti ng)Informati on Reporti ng is criti cal to daily cash management. BAI2 is an industry standard fi le format that provides all acti vity on a customer’s selected accounts, which is used by almost all accounti ng systems and makes daily reconcilement fast and effi cient. At the end of each business day, a BAI2 fi le is generated and made available the following morning. Additi onal informati on reporti ng formats are available upon request. Initi al Setup $100.00Programming (when applicable) CostBAI2 Maintenance ($180 max/month per Analysis Group) $60.00 per acct/month

Custom Reporti ng QuotePer Item $0.08 per item

Additi onal Reconcilement & Positi ve Pay Services


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Manual Data Entry (Bank) - Check Issue File $30.00 per fi leReprogramming/Retesti ng CostAdditi onal Training $30.00 per session

Automated Clearing House ACH services permit customers to uti lize the Automated Clearing House (ACH) to originate and receive payments electronically. When provided with appropriate rights and limits, this electronic payment method allows customers to originate both consumer and commercial debit and credit transacti ons, including but not limited to: direct deposit of payroll; vendor payments; uti lity, insurance and membership collecti ons; electronic tax payments; and inter-company and intra-company trade payments.

ACH Direct TransmissionACH Direct Transmission customers use their own accounti ng and back- offi ce systems to create and transmit a NACHA-formatt ed ACH fi le directly to the Bank.Initi al Setup $150.00Maintenance $75.00 per acct/monthACH Items Originated $0.14 per itemReprogramming/Retesti ng Cost

ACH Originati on via Business Online BankingBusiness Online Banking provides ACH originati on functi onality to simplify and streamline the creati on of ACH transacti ons. Please see the ACH Module under Business Online Banking for more informati on.

Additi onal ACH ServicesACH Correcti on $1.00 per itemIncoming ACH Mail Noti fi cati on $1.00 per noti fi cati onACH Noti fi cati on of Change (NOC) Processing-Outgoing $2.00 per noti fi cati on

ACH Acti vity Report via Mail $15.00 per reportACH Returned Item - Prenote $10.00 per prenoteACH Returned Item - Redeposit $5.00 per itemACH File Recall/Reversal $40.00 per recallACH Item Recall/Reversal $25.00 per recallACH Research/Technical Support $40.00 per hour

Bill Payment Consolidati onBill Payment Consolidati on is oft en used by citi es, municipaliti es, uti liti es, and any business accepti ng payments from consumer customers using their own bill payment service, which provides a way to accelerate receivables and consolidate reporti ng. Bill Pay service providers are noti fi ed that payments submitt ed to the customer should be converted to an ACH payment and directed to an aggregator. A portal is provided to the customer to export consolidated reporti ng and Citi zens Business Bank credits the customer’s designated deposit account each business day.

Bill Payment Consolidati onBasic Reporti ng File Format Initi al Setup $200.00 Maintenance $50.00 per month Per Item $0.10 per itemCustom Reporti ng File Format Initi al Setup $400.00 Maintenance $100.00 per month Per Item $0.10 per item

Business Online BankingBusiness Online Banking is a powerful browser-based Treasury Management tool accessible via Internet connecti on. Customers can view prior day and select same day informati on; paid item, deposited item and deposit slip images; and electronic statements. With appropriate rights, users can also initi ate internal transfers, bill payments, tax payments, payroll and other payments using Business Online Banking’s wire transfer and Automated Clearing House (ACH) functi onality. Three Business Online Banking plans are available: Basic, Enhanced and Complete.

Business Online BankingBasic Plan Maintenance No Charge Prior Day/Same Day Informati on Reporti ng Included Account Transfer Included View Images Included eStatement IncludedEnhanced Plan Maintenance $30.00 per month Prior Day/Same Day Informati on Reporti ng Included Account Transfer Included View Images Included eStatement Included Payments Bill Payment Initi ati on Included Tax Payment Initi ati on $0.15 per itemComplete Plan Maintenance $100.00 per month Prior Day/Same Day Informati on Reporti ng Included Account Transfer Included View Images Included eStatement Included Payments Bill Payment Initi ati on Included Tax Payment Initi ati on $0.15 per item Wire Transfer Module Maintenance Included Outgoing Book Transfer $5.00 per transfer Outgoing Domesti c Wire $15.00 per wire Outgoing Int’l U.S. Dollar Wire $25.00 per wire ACH Module Initi al Setup $100.00 Maintenance $50.00 per month Originated ACH Item $0.15 per itemAll Plans Online Stop Payment (12 month) $20.00 per stop Security Token Replacement $30.00 per token


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Business SweepBusiness Sweep automati cally manages excess business checking account balances. A predetermined balance remains in the commercial checking account to cover daily transacti ons and to off set account maintenance and acti vity fees. Funds are automati cally swept to the commercial checking account to cover items presented and return the checking account to a predetermined balance.

Sweep to Investment (Sweep Manager - Repurchase/Repo Sweep)When excess funds are swept from a commercial checking account, such funds will be used to purchase securiti es (or fracti onal interests in securiti es) from Bank pursuant to Citi zens Sweep Manager Agreement, subject to Bank’s obligati on to repurchase those securiti es on a specifi ed date for a specifi ed date. The purchase of securiti es is made in accordance with a repurchase agreement. A repurchase agreement is not itself a security and is not guaranteed by the United States or any of its agencies. A repurchase agreement is a contract under which the customer purchases securiti es from Citi zens Business Bank. The Bank is obligated to repurchase those securiti es from the customer on the next business day for a fi xed price that is more than the purchase price paid. That is, the customer earns a small profi t on each repurchase transacti on. This purchase and repurchase process is repeated each business day. The accumulati on of daily repurchase profi ts is, from the customer’s perspecti ve, the same as Citi zens Business Bank paying interest on the swept balances. Sweep Maintenance $100.00 per acct/monthPlease Note: Any amounts invested pursuant to repurchase agreements are not deposits of the bank, are not insured by the Federal Deposit Insurance Corporati on (FDIC), are not themselves guaranteed in any way by the United States or any of its agencies (even though the securiti es purchased by means of a repurchase agreement may be), are not a money market fund, are not placed in any money market certi fi cate, and are subject to investment risks, including possible loss of principal invested. Any amounts invested are not FDIC insured, not bank guaranteed, not guaranteed by any Federal Government Agency, are not a Bank deposit, and may lose value.

Sweep to Line of CreditThe loan sweep opti on helps manage daily borrowing needs and reduces interest expense. A commercial checking account with a defi ned target balance is linked with a Citi zens Business Bank line of credit (subject to Citi zens Business Bank credit policies). End-of-day collected balances are measured against the defi ned target and funds are moved as necessary.Sweep Maintenance $250.00 per acct/month

Cash Lett er - Image (Image Cash Lett er - ICL)Image Cash Lett er is a deposit remitt ance service that allows customers to use their own back-offi ce specialty scanning equipment to scan, capture, balance, and transmit X9-formatt ed check image fi les for deposit to designated Citi zens Business Bank accounts.

Cash Lett er – Image*Initi al Setup $100.00Maintenance $50.00 per month*Additi onal Image Cash Lett er fees apply for Analysis Business Plan.

Cash ServicesCash Services process currency and coin deposits for businesses, expediti ng incoming cash fl ow by providing same day ledger credit for daily cash deposits. Cash Services also off ers a currency and coin ordering service to supply customers with necessary cash.

Center Cash ServiceSmall currency and coin deposits and orders are processed by Banking Centers. See the Business General Fees and the Analysis Business Plan Fees for additi onal informati on.

Cash Vault ServiceCurrency and coin deposits and cash orders are processed off -site at the Bank’s Cash Vault facility.Armored Courier CustomCurrency/Coin Deposited $1.50 per $1,000Coin Deposited – Standard Bag $7.50 per bagCoin Deposited – Subject to Count Bag $10.00 per bagDeposit Correcti on $7.00 per depositCurrency Ordered $1.50 per $1,000Coin Ordered $0.15 per rollSpecial/Late Cash Order Custom per order

Disbursement Reporti ngDisbursement reporti ng service provides daily summary and detail reporti ng of checks presented by the Federal Reserve that will post to the customer’s account(s) at the end of the business day. This early reporti ng provides customers with criti cal insight to bett er manage funds and account balances.

Disbursement Reporti ngIniti al Setup $100.00Maintenance – Full $50.00 per acct/month

Electronic Data InterchangeElectronic Data Interchange (EDI) allows for the mutual exchange of payment instructi ons, remitt ance data or transacti on reporti ng within a company, their trading partners or fi nancial insti tuti on in a standardized format via electronic medium. Customers receiving EDI informati on access fi les for export from an EDI online banking interface.

Electronic Data Interchange (EDI) Reporti ngIniti al Setup $100.00Summary Reporti ng (html, text, PDF via email)Maintenance $75.00 per monthDirect Transmission Detail Reporti ngMaintenance $75.00 per monthEDI Per Item $0.10 per item

Image ServicesImages of checks are available to customers on a CD-ROM or via the Internet through Online Banking.

CD-ROM Image ServiceImages of paid checks, deposited checks, deposit slips, statements and a searchable index are provided on a CD-ROM, which is produced to match the customer’s statement cycle. CD-ROM Image Service is frequently used by customers with high volume lookup requirements and for long term archival, which provides a perfect complement to images available through Online Banking.Initi al Setup (Price +) $30.00Maintenance (Price +) $30.00 per monthMedia Fee (Price +) $30.00 per CD-ROMImaged Item $0.05 per item

Online Banking Image ServiceA rolling two (2) year history of paid checks, deposited checks, and deposit slip images, and a rolling seven (7) year history of statement images are easily accessible through Online Banking services. There is no additi onal charge to access images via Online Banking.


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LockboxService designed to accelerate the collecti on of receivables by minimizing mail and check collecti on fl oat. Remitt ance mail is directed to a post offi ce box serviced by Citi zens Business Bank and receipts are credited directly to the customer’s account. In additi on to standard processing, a number of additi onal servicing opti ons are also available. Some Lockbox services may be provided by third parti es and subject to other pricing, which will be disclosed separately to you.

General ServicesIniti al Setup $200.00Opti cal Character Recogniti on Setup $100.00USPS P.O. Box Rental Fee CostMaintenance $175.00 per monthDeposit $1.65 per depositScan Check Only $0.45 per checkScan Check & OCR Remitt ance (Price +) $0.25 per transacti onScan Check & Non-OCR Remitt ance $0.55 per transacti onScan Correspondence $0.32 per transacti onScan Additi onal Items $0.20 per itemManual Data Entry $0.11 per data fi eldReject Item Handling $0.25 per itemDaily Reporti ng Secure Email $100.00 per month Online Banking Reporti ng $75.00 per month USPS/Courier (additi onal postage/courier fees may apply) $100.00 per month

Data Transmission File (custom format) Initi al Setup $200.00 Maintenance $175.00 per monthSpecial Handling - Do Not Process / Stop File Maintenance $100.00 per month Per Item Not Processed $2.00 per checkBill Payment Check Processing Maintenance $100.00 per month Excepti on – Manual Entry $2.50 per excepti on Scan Bill Payment Check Only $0.55 per checkProperty Management Services Adding HOA Property to Existi ng Lockbox $50.00 per additi onLockbox Remote Deposit Capture* (separate service from standard RDC) Initi al Setup $50.00 LBX RDC Maintenance $20.00 per month LBX RDC Sheet-feed Scanner $10.00 per monthCredit Card Processing Processing Setup $50.00 Transacti on Processing $1.35 per transacti onAdditi onal Services Cash Handling $8.00 per transacti on Foreign U.S. Dollar Check Processing $10.00 per check Photocopy Request $1.00 per page Document Re-associati on $0.12 per set Special Programming Requests Cost Research Requests $40.00 per hour*Normal Lockbox processing fees apply(Additi onal fees may apply for medical billing account processing.)

Remote Deposit Capture A convenient, easy-to-use service, Remote Deposit Capture (RDC) allows customers with an Internet connecti on, computer and specialized scanner to scan/capture, balance and transmit check images for electronic delivery to Citi zens Business Bank and deposit to their designated account(s).

Remote Deposit CaptureIniti al Setup $100.00Maintenance $50.00 per monthScanner Opti ons Multi -feed Scanner $50.00 per month Single-feed Scanner $25.00 per month Customer-owned Scanner No ChargeDelete RDC Deposit or Item Request $8.00 per requestAdditi onal Remote Deposit Capture fees apply for Analysis Business Plan.

Smart Safe Advanced Credit Opti onMost armored carrier companies off er a proprietary smart safe, which is a special safe installed at the customer’s locati on that counts cash being inserted, detects counterfeits, provides detailed reporti ng, and can only be opened by the armored carrier. Detailed reporti ng tells the customer and armored carrier exactly how much cash is in the safe. Most banks, including Citi zens Business Bank, have customers using this service to centralize and secure cash on premises, as well as obtain detailed reporti ng.The contract for both armored carrier and smart safe service is between the customer and armored carrier vendor. The armored carrier vendor provides the smart safe hardware, installati on, maintenance, and support.As an opti on, Citi zens Business Bank can provide smart safe Cash Vault customers with advanced credit for cash deposited into the safe rather than waiti ng for the cash to be processed by the Bank’s Cash Vault facility. Customer benefi ts for this advanced/provisional credit include: (a) receiving credit for deposits sooner, (b) reducing the number of armored carrier pickups, (c) and reduced employee exposure to risks associated with handling cash.Citi zens Business Bank’s Smart Safe Advanced Credit Opti on is limited to the provision of credit for funds collected in the customer’s safe prior to receipt by the Bank’s Cash Vault. Only Analysis customers are eligible for Smart Safe Advanced Credit. Implementati on of this service will require additi onal customer due diligence and specifi c bank offi cer approvals.

Smart Safe Advanced Credit Opti onIniti al Setup $250.00Maintenance $30.00 per safe/monthPer Deposit (to customer account) $2.00 per deposit

TTAX Plus Tax PaymentsTTAX is an alternati ve method outside Business Online Banking for customers making infrequent tax payments. Customers access the TTAX system via phone or computer to schedule tax payments for withdrawal from their account and further forwarding to the appropriate tax enti ty.

TTAX Plus Tax PaymentsIniti al Setup $20.00Maintenance - Telephone Opti on $10.00 per monthMaintenance - Online Opti on $10.00 per monthFederal Tax Payment $3.00 per paymentState Tax Payment $3.00 per paymentPayment Receipt – Fax $3.00 per pagePayment Receipt – Mailed $3.00 per receiptQuarterly Statement $18.00 per statementFile Maintenance $7.50 per maintenanceModifi cati on/Change Request $2.00 per request


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Wire TransferUsed to transfer funds that receive same-day availability. Customers can initi ate wire transfers electronically using Business Online Banking’s wire transfer module or via writt en request at a Center.

Wire Transfer

Outgoing Wire Transfer - Online Banking See Business Online Banking

Outgoing Wire Transfer - Manual See Business General FeesOutgoing Internati onal Foreign Currency Wire Transfer - ManualSee Internati onal ServicesOutgoing Wire Transfer - Direct TransmissionRequires Online Banking Complete Plan

Direct Transmission Initi al Setup $150.00 Outgoing Online Domesti c Wire $15.00 per wire Outgoing Online Int’l U.S. Dollar Wire $20.00 per wireIncoming Wire Transfer See Business General FeesAdditi onal Wire Transfer Services See Business General Fees

Zero (Target) Balance Account Zero Balance Accounti ng (ZBA), also known as a Target Balance Accounti ng, provides an automated funds transfer opti on used to sati sfy accounti ng and control requirements for separate (secondary/subsidiary) disbursement or collecti on accounts while keeping funds consolidated in one primary (master) account. At the close of each business day, the Bank automati cally brings the balances of the separate (secondary/subsidiary) accounts to a predetermined target balance by moving funds to or from the master account.

Zero (Target) Balance AccountMaster Account Maintenance $35.00 per acct/monthSecondary/Subsidiary Account Maintenance $25.00 per acct/month


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1 | Disclosure and Informati on Agreement 10.1.19PROOF v4

CITIZENS BUSINESS BANK DISCLOSURE INFORMATION AND AGREEMENT Welcome to Citi zens Business Bank. We off er a variety of products designed to meet your needs. We want to help you choose the products that are right for you. That is why we have produced this agreement — it tells you about the terms that apply to the account(s) you have selected.TerminologyIn this Agreement, the words “you,” “your” and “yours” refer to the owners and authorized signers of an account; “we,” “us,” “our” and “Bank” refer to Citi zens Business Bank and its successors and assigns. Business Financial Centers (“Centers”) represent the Bank’s branch network used for in-person banking transacti ons. Also, “bank” includes banks, credit unions, savings & loan insti tuti ons, and other fi nancial insti tuti ons, and “check” includes draft s and other items.This Citi zens Business Bank Disclosure Informati on and AgreementThis Citi zens Business Bank Disclosure Informati on and Agreement, your signature card, the current version of the Banking Product and Services Informati on documents, and other account opening documents for your account are part of the binding contract between you and us (this Agreement) for your deposit account and your deposit relati onship with us. They contain the terms of our agreement with you. Please read them carefully. This Agreement can be modifi ed only as provided herein.This Citi zens Business Bank Disclosure Informati on and Agreement also summarizes certain laws and regulati ons that apply to common transacti ons, provides disclosures for deposit accounts required by federal law, and establishes terms that cover transacti ons or situati ons that the law either does not cover or allows us to change by this contract. The Banking Product and Services Informati on documents list our accounts and account fees.By signing our signature card, requesti ng an account, maintaining an account, or by adding new accounts in the future, you acknowledge that you have reviewed, understand, and agree to these terms, as well as any changes we make to them from ti me to ti me.Our deposit relati onship with you is that of debtor and creditor. This Agreement and deposit relati onship do not create a fi duciary, quasi-fi duciary or special relati onship between us. We owe you only a duty of ordinary care. Our internal policies and procedures are solely for our own purposes and do not impose on us a higher standard of care than otherwise would apply by law without such policies or procedures.We give this Agreement to you when we open your account. You may obtain additi onal copies of this Agreement at a Banking Center or by calling the number on your statement.ARTICLE 1. OWNERSHIP OF ACCOUNTS ARTICLE 2. DEPOSITSARTICLE 3. FUNDS AVAILABILITY ARTICLE 4. CASH TRANSACTIONS ARTICLE 5. INTEREST ON DEPOSITS ARTICLE 6. WITHDRAWALS ARTICLE 7. ACCOUNT LIMITS ARTICLE 8. FEESARTICLE 9. ELECTRONIC FUND TRANSFERSARTICLE 10. SUBSTITUTE CHECKS AND YOUR RIGHTS ARTICLE 11. JUDICIAL REFERENCEARTICLE 12. ADDITIONAL TERMSARTICLE 13. WIRE AND OTHER FUND TRANSFERS ARTICLE 14. WITHHOLDING OF INCOME TAXARTICLE 15. TIPS FOR GOOD BANKINGARTICLE 16. QUESTIONS OR COMMENTSJudicial ReferencePLEASE NOTE THE JUDICIAL REFERENCE SET FORTH IN ARTICLE 11 OF THIS AGREEMENT. IF A DISPUTE ARISES BETWEEN US THAT WE CANNOT RESOLVE INFORMALLY, EITHER YOU OR WE MAY REQUIRE THAT IT BE RESOLVED THROUGH JUDICIAL REFERENCE.

ARTICLE 1. OWNERSHIP OF ACCOUNTSThis secti on describes some of the ways that ti tle can be held to an account. You must clearly indicate on your signature card the exact vesti ng you desire for your account, since we may rely on our records to determine the form of ownership of your account. You may wish to consult with an att orney and/or tax advisor before deciding which form of vesti ng is best for you.

Secti on 1.1 Att orney Client Trust Att orneys may establish unsegregated customer trust accounts, Interest on Lawyers Trust Account (IOLTA) as required by law, for the purpose of receiving and disbursing customer funds that are nominal in amount or on deposit for a short ti me. Interest on these IOLTA accounts is paid to the State Bar of California. If you want to open an IOLTA account, you must indicate that on your signature card. Otherwise, we may assume that it is not an IOLTA account. We may require att orneys to maintain their general account with us as a prerequisite to opening an IOLTA.

Secti on 1.2 Joint Tenancy If you open an account with others in “joint tenancy,” each owner has an equal ownership interest in the account during his or her lifeti me. If one joint tenant dies, ownership of the account will automati cally pass to the surviving joint tenant(s). Unless you designate a parti cular form of vesti ng on the signature card, you hereby agree that your joint account is owned by all account owners jointly and equally with a right of survivorship, regardless of your individual contributi ons.

Secti on 1.3 Tenants In CommonIf your account is opened with one or more other persons as “tenants in common,” each owner has some interest in the account, but not necessarily an equal interest. When an owner dies, his or her share does not pass automati cally to the surviving owner(s). Instead, it goes to the estate or other legal successor of the deceased owner.

Secti on 1.4 Community PropertyIf you and your spouse open a “community property” account, each of you has an equal interest in the account. To open a community property account, you must clearly indicate on the signature card that the account is held as “Community Property”; otherwise the account is considered a joint tenancy account. If one of you dies, one-half of the account will belong to the surviving spouse; the deceased spouse’s share of the account will go to his or her estate and may be aff ected by a Will. We may hold one-half of the funds on deposit in a community property account and refuse transacti ons as to those funds unti l the surviving spouse and the personal representati ve or heirs of the deceased spouse agree on the account’s dispositi on. You may hold your community property account subject to a right of survivorship. To elect this opti on, you must clearly indicate on the signature card that the account is held as “Community Property with Right of Survivorship.”

Secti on 1.5 Benefi ciary Accounts/Informal TrustWhen an account is held by one or more persons the “trustee(s)” “in trust for” for another party (the benefi ciary) and there is no writt en trust agreement, the trustee(s) are the owners of the account and the benefi ciary(ies) have no interest in the account unti l the death of the last surviving trustee. These are someti mes called “Tott en trust” accounts.During their lifeti me, the trustee(s) may exercise full control over the account and may make deposits to and withdrawals from the account.Upon the death of the last surviving trustee, the account funds pass to the surviving benefi ciaries. If there is more than one surviving benefi ciary, each receives an equal share of the funds, unless we have been instructed otherwise by the trustee(s) in writi ng. The trustee(s) may change benefi ciaries during their lifeti me by updati ng our account documentati on. Trustees should keep us informed about each benefi ciary address.

Secti on 1.6 Documented Trust AccountsIf you establish an account in connecti on with a writt en trust, you are, by signing the signature card and trust certi fi cati on, declaring under penalty of perjury under the law of the State of California that: (a) you are the only current trustee(s) of the trust (b) you are authorized to enter into this and


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other agreements with us in connecti on with the trustee/trust (c) no other person’s authorizati on or court order is required for the acti ons you take and/or the instructi ons you give in connecti on with the account (d) the correct name of the trust is refl ected on the signature card for the account, and (e) the trust has not been revoked or amended in any manner which would cause these representati ons to be incorrect.You agree to provide us with reasonable advance noti ce of any amendments to the trust, any change in trustees or benefi ciaries, and any other event which might aff ect any right, duty, or authorizati on of any person (including us) with respect to the trust account. We are not required to know, understand, interpret, or enforce the terms of any trust document which may be provided to us. We may require you to sign a separate trust certi fi cati on form in order to open or maintain an account.

Secti on 1.7 Payable on Death (POD) Accounts A Payable on Death (POD) account is payable to one or more individuals during their lifeti mes and, upon the death of all of such individuals, is payable to one or more payees. To establish a POD account, you must clearly designate on the signature card the lifeti me POD payees and the payees upon the death of all of the lifeti me payees. You also must specifi cally state that upon the death of all of the lifeti me payees, ownership passes to the named pay on death payee(s).

Secti on 1.8 Uniform Transfers to Minors Act AccountsA person (called a “custodian”) may open an account under the provisions of a state law which allows transfers or gift s to minors. The minor is the owner of the account. If the custodian resigns, dies or is removed, upon receipt of sati sfactory proof, we will deliver funds to a successor custodian or the minor in accordance with state law.

Secti on 1.9 Business AccountsAlthough most of our accounts are available to businesses (e.g., sole proprietors, corporati ons, partnerships, and limited liability companies), some accounts and services are available only to consumers and certain not-for-profi t enti ti es. Other accounts may be inappropriate for persons or companies with high transacti on volume and related cash management services.In a partnership account, the partners are agreeing among themselves and us that any partner whose name appears on the signature card has complete authority to bind the partnership and all of the other partners in all transacti ons involving the account.In a corporate account, each person who signs the signature card represents to us that the corporati on is duly authorized to transact business and that each person whose name appears on the signature card has complete authority to bind the corporati on in all transacti ons involving the account.If you are a business, you agree to provide us with documentati on of your legal status (e.g., fi cti ti ous business name fi lings, arti cles, bylaws, and resoluti ons); as well as evidence that your business remains in good standing. You also agree to provide us with complete fi nancial statements upon request.You also agree that we can follow the directi ons of any person designated as having authority to act on the enti ty’s behalf unti l we receive writt en noti ce that the authority has been terminated and we have had a reasonable ti me to act on that noti ce.You may not use a personal deposit account for business purposes. If you do we may close or convert the account to a business checking account. If we decide to convert your account, we will noti fy you thirty (30) days before we do so.

ARTICLE 2. DEPOSITSSecti on 2.1 SourceYou authorize us to accept checks payable to any of you for deposit to your account from any source without questi oning the authority of the person making the deposit. You also authorize us to give cash back to any authorized signer(s) or designated agent(s) on any check payable to any one or more of you, whether or not it is endorsed by you (or by any of you). We may refuse to cash a check for you.If you make a deposit or payment that is not accompanied by instructi ons how or where it is to be credited, we may apply it at our discreti on to any loan or

deposit account you maintain with us. If you deposit funds belonging to third parti es in an analyzed account, you represent that your use of any related earnings credit will not violate any law, regulati on, obligati on, or agreement with such parti es. Credit for deposits of, or payable in, foreign currency, will be at the exchange rate in eff ect at the ti me of fi nal sett lement in U.S. dollars.We are not responsible for deposits by mail or at an unmanned facility (such as a night depository or an automated teller machine) unti l we actually receive them.We may refuse to accept checks payable to Citi zens Business Bank, for deposit to your account.You should use your personalized deposit ti ckets whenever possible, since these deposit ti ckets minimize the possibility of error.

Secti on 2.2 EndorsementsWe may (but are not obligated to) endorse and/or collect checks deposited to your account without your endorsement, but we may require your personal endorsement prior to accepti ng a check for deposit. You agree to reimburse us for any loss or expense we may incur should you fail to endorse a check exactly as drawn. If you deposit a check that bears the endorsement of more than one person or persons who are not known to us, we may refuse the check, or require all endorsers to be present, or require the endorsements to be guaranteed by another bank acceptable to us before we accept the check. You agree to reimburse us for any losses or expenses we may incur as a result of you depositi ng a check not having all required endorsements. See Check Endorsements and Markings, Secti on 12.7.

Secti on 2.3 Applicati on of Deposits (including “exempt funds”)To the fullest extent permitt ed by law, funds deposited into your account will be treated the same regardless of the source of the deposit, including, without limitati on, deposits from social security, supplemental security income and any other state or federal exempt funds, certain damage awards, insurance proceeds and educati on-related fi nancial aid, and other funds exempt by law from collecti on (collecti vely, “exempt funds”). For instance, we may apply any funds that are deposited into your account against any negati ve balances in or charges against your account. Certain exempt funds are exempt from legal process and are enti tled to protecti on under applicable law. The law may prohibit us from using exempt funds in your account to cover negati ve balances in or charges against your account without your consent. However, to enjoy the benefi ts of your account, you specifi cally consent and authorize us to apply any exempt funds deposited into your account to cover negati ve balances in or charges against your account. Please note that you are under no obligati on to deposit exempt funds into your account and may disconti nue making such deposits at any ti me. Each deposit of exempt funds into your account (whether by direct deposit or otherwise) shall reaffi rm your consent for us to apply the exempt funds in your account in the manner described in this paragraph. If we are required to reimburse a government agency for all or part of any benefi t or similar payment deposited in your account through a direct deposit plan, or other method, you agree that we may deduct the amount to be returned to the government from your account (or from any other account you have with us), without prior noti ce to you, to the extent permitt ed by law.

Secti on 2.4 Accepti ng Checks for Collecti onWe may refuse to accept a check for deposit or may accept it on a collecti on basis only. This oft en occurs with foreign, questi onable or damaged checks. If we accept a check for collecti on, we will send it to the fi nancial insti tuti on upon which it is drawn, but will not credit your account for the amount unti l we receive the funds from the other insti tuti on. If we elect to credit your account before then, we may charge the amount back against your account if we do not receive payment for any reason. We may impose a fee in connecti on with sending and receiving checks for collecti on (e.g., by charging your account or deducti ng the fee from the amount remitt ed). See the Banking Product and Services Informati on documents for the fee amount. Other fi nancial insti tuti ons that send or receive checks for collecti on involving your account also may impose a fee for their services.

Secti on 2.5 Lost and Delayed Checks When we cash a check for you or accept a check for deposit to your account,


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we are acti ng as your agent in collecti ng the check. We assume no liability beyond the exercise of ordinary care. We are not responsible if a check is lost or delayed in the collecti on process, since we are not responsible for the acti ons or non-acti ons of other fi nancial insti tuti ons. A lost or delayed check (or a noti ce of a lost check) may not be returned to us for some ti me. Despite the delay, we may charge your account when we receive the returned check or noti ce. If your account balance is insuffi cient to enable us to deduct the funds, you would be obligated to reimburse us.

Secti on 2.6 Instructi onsIf you make a deposit or payment that is not accompanied by instructi ons indicati ng how or where it is to be credited, we may apply it at our discreti on to any loan or deposit account you maintain with us. Special handling instructi ons are eff ecti ve only if made in writi ng and given to us along with the deposit or payment in questi on.

Secti on 2.7 Verifi cati on and Collecti onAny check that we cash or accept for deposit is subject to later verifi cati on and fi nal payment. This includes deposits at teller windows, since verifi cati on does not occur at the teller window. We may deduct funds from your account if an item is lost, stolen or destroyed in the collecti on process, if it is returned to us unpaid, or if it was improperly paid, even if you have already used the funds. Cash deposits are also subject to later verifi cati on.

Secti on 2.8 ACH Provisional CreditsCredit for an automated clearing house (ACH) transfer (such as a direct deposit of salary or dividends) is provisional unti l the receiving fi nancial insti tuti on obtains fi nal sett lement. If fi nal sett lement doesn’t occur, the originator of the transfer is not deemed to have made payment to the benefi ciary, and the benefi ciary’s bank is enti tled to a refund of the provisional credit. If we give you provisional credit for an ACH transfer, but do not receive fi nal payment, we will reverse the credit. If you have already withdrawn the funds, you are obligated to reimburse us the full amount without noti ce or demand.

Secti on 2.9 Noti ce of Incoming TransfersWe are not required to give you a separate noti ce when we receive an ACH transfer for your account. If we accept ACH credits to your account, you will receive noti ce of the credit on your next regular periodic statement. Although we may send noti ce of a non-ACH incoming fund transfer (e.g., a wire), we assume no obligati on to do so. Transfers to your account will be refl ected on your regular periodic statement. You can also contact your Center of account during normal business hours to determine if a transfer has been credited to your account.

Secti on 2.10 Your Waiver of Noti ceBy signing the signature card, you waive any noti ce of dishonor or nonpayment regarding any checks credited to your account or charged against your account.

Secti on 2.11 Deposited Checks - Ink ColorSince digital image technology has been deployed in the banking industry, all deposited checks must be printed with and completed in ink colors that can be recognized by imaging equipment. All deposited checks must contain dates, payees, amounts, signatures, and endorsements in dark ink colors such as blue or black. We reserve the right to charge back any checks you deposit when the ink color used cannot be processed by automated imaging equipment, without incurring liability to you.

ARTICLE 3. FUNDS AVAILABILITYSecti on 3.1 Your Ability to Withdraw FundsOur policy is to make funds from your cash, wire transfers, and check deposits available to you on the fi rst business day aft er the day we receive your deposit. Electronic direct deposits (such as direct deposit of wages or dividends and other ACH credits) will be available on the day we receive the deposit. Once they are available, you can withdraw the funds in cash and we will use the funds to pay checks that you have writt en. Checks deposited via remote deposit capture systems are treated the same as other kinds of deposited checks and such check is considered received by us based on the ti me and date we receive and process an image sati sfying our remote deposit capture imaging standards.

For determining the availability of your deposits, every day is a business day except Saturdays, Sundays, and Federal holidays. If you make a deposit before the Center’s posted closing hours on a business day that we are open, we will consider that business day to be the day of your deposit. If you make a deposit before 4:30 PM at one of our ATMs or before 7:00 AM at one of our night depositories on a business day that we are open, we consider that day to be the day of your deposit. However, if you make a deposit aft er these ti mes or on a day we are not open, we consider that the deposit is made on the next business day we are open.Note: Business customers should refer to the Bank’s Treasury Management Agreement for Remote Deposit Capture and Mobile Deposit deadlines.

Secti on 3.2 Longer Delays May ApplyIn some cases, we will not make all of the funds that you deposit by check available to you on the fi rst business day aft er the day of your deposit. Depending on the type of check that you deposit, funds may not be available unti l the second (2nd) business day aft er the day of your deposit. The fi rst $200.00 of your deposits, however, will be available on the fi rst business day.If we are not going to make all of the funds from your deposit available on the fi rst business day, we will noti fy you at the ti me you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to one of our associates, or if we decide to take this acti on aft er you have left the premises, we will mail you the noti ce by the day aft er we receive your deposit. If you will need the funds from a deposit right away, you should ask us when the funds will be available. In additi on, funds you deposit by check may be delayed for a longer period under the following circumstances:

• We believe a check you deposit will not be paid• You deposit checks totaling more than $5,000.00 on any one day• You redeposit a check that has been returned unpaid• You have overdrawn your account repeatedly in the last six (6) months• There is an emergency, such as failure of computer or communicati ons

equipmentWe will noti fy 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. They will generally be available no later than the seventh (7th) business day aft er the day of your deposit.

Secti on 3.3 Special Rules For New AccountsIf you are a new customer, the following special rules apply during the fi rst thirty (30) days your account is open.Funds from electronic direct deposits to your account will be available on the day we receive the deposit. Funds from deposits of cash, wire transfers, and the fi rst $5,000.00 of a day’s total deposits of cashier’s checks, certi fi ed checks, teller’s, traveler’s and federal, state, and local government checks will be available on the fi rst business day aft er the day of your deposit if the deposit meets certain conditi ons. For example, the checks must be payable to you and you may have to use a special deposit slip. The excess over $5,000.00 will be available on the ninth (9th) business day aft er the day of your deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the fi rst $5,000.00 will not be available unti l the second (2nd) business day aft er the day of your deposit. Funds from all other check deposits will be available by the ninth (9th) business day aft er the day of your deposit.

Secti on 3.4 Holds on Other FundsIf we cash a check for you that is drawn on another bank, we may withhold the availability of a corresponding amount of funds that are already in your account. Those funds will be available at the ti me funds from the check we cashed would have been available if you had deposited it. If we accept for deposit a check that is drawn on another bank, we may make funds from the deposit available for withdrawal immediately but delay your availability to withdraw a corresponding amount of funds that you have on deposit in another account with us. The funds in the other account would not be available for withdrawal unti l the ti me periods that are described elsewhere in this disclosure for the type of check that you deposited.


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Secti on 3.5 Restricti ve EndorsementsIf you use our Mobile Deposit service to deposit checks to your account, you will be required to apply a restricti ve endorsement to the back of each deposited item. A restricti ve endorsement contains the statement “For Mobile Deposit Only at Citi zens Business Bank” above your signature or endorsement stamp. We reserve the right to reject any check deposited via Mobile Deposit which does not contain the required restricti ve endorsement.

ARTICLE 4. CASH TRANSACTIONSWe are required by Federal law to report to the Department of the Treasury - on a Currency Transacti on Report - FinCEN Form 112 - any cash transacti ons in excess of $10,000.00. We are also required to report multi ple cash transacti ons conducted by the same person or benefi ti ng the same person when the total exceeds $10,000.00 in any one (1) business day.Reportable transacti ons include deposits, withdrawals, exchanges of currency, purchases of negoti able instruments, check cashing, loan payments, wire transfers, and other transacti ons that involve the physical transfer of over $10,000.00 in cash (paper or coin currency) from one person to another.To comply with the reporti ng requirements we must obtain certain informati on about the person conducti ng the transacti on and about the individual or organizati on for whom the transacti on is being conducted. This informati on includes the full name, permanent street address, taxpayer identi fi cati on number, date of birth, and business, occupati on, or profession. We are also required to examine a form of identi fi cati on, such as a driver’s license.Avoiding reporti ng requirements is a Federal crime.

ARTICLE 5. INTEREST ON DEPOSITSSecti on 5.1 Interest RatesInterest rates paid on our accounts are determined by the Bank, based on market conditi ons and other business factors. Except for Certi fi cates of Deposit (CODs) and Individual Reti rement Accounts (IRAs), the interest rate and Annual Percentage Yield on deposits can change as oft en as daily, at our discreti on, without prior noti ce to you. Interest on ti ered-rate accounts is determined by the interest ti er into which the end-of-day balance falls. Diff erent rates may apply to diff erent ti ers. For current rates, please call or visit any of our Centers.The Annual Percentage Yield (APY) stated for CODs and IRAs, which earn compounded interest, but which permit interest to be withdrawn prior to maturity assumes that interest remains on deposit unti l maturity. Any withdrawal of interest would reduce earnings.

Secti on 5.2 Interest Calculati onsWe calculate interest on an actual/365 day basis (366 days for leap years), except for interest COD accounts on certain public funds on which we calculate interest on a 360 day basis (twelve (12) months calculated at thirty (30) days per month). For checks and items other than cash, we begin to accrue interest no later than the business day we receive credit for the deposit. This may not be the same day you deposit the checks to your account. For CODs, interest begins to accrue from the date of deposit.We use the daily collected balance method to calculate interest on your demand deposit and savings account(s). This method applies a daily periodic rate to the collected principal in the account each day. We use the daily balance method to calculate interest on your COD and IRA account(s). This method applies a daily periodic rate to the principal in the account each day.

Secti on 5.3 Payment of InterestDepending on the account, we credit interest to your account at the end of your monthly or quarterly cycle, annually, or at maturity. See the Banking Product and Services Informati on documents and the Truth in Savings disclosure for details. Interest will be lost on accounts if the account is closed prior to the end of the statement period or the regular interest payment date.For earned interest distributi ons, you may choose to have your interest redeposited into your account, credited to another Citi zens Business Bank Checking or Savings account, deposited via ACH transfer to an account at another bank, or paid by check and mailed to you via U.S. Postal Service. If

the check payment opti on is selected, a check will only be issued for interest amounts of $10.00 or more per month. Interest amounts totaling less than $10.00 per month will be automati cally redeposited into your account.

Secti on 5.4 Matured Certi fi cates of Deposit (COD)If your COD is one that does not automati cally renew at maturity, it will cease earning interest at maturity.If your COD is one that automati cally renews at maturity, it will renew at the rate then in eff ect for accounts of like type, amount, and durati on, unless you withdraw the funds during the grace period. If your COD is twenty-nine (29) days or less, your grace period is two (2) business days; if your COD is longer than twenty-nine (29) days, you have a ten (10) calendar day grace period. Withdrawals during the grace period are without penalty.If we elect not to permit the renewal of an automati cally renewable COD, we will noti fy you in advance. Unless specifi cally stated otherwise, any bonus or special promoti ons we are off ering will not apply to automati cally renewing CODs. See the Banking Product and Services Informati on documents for details.

Secti on 5.5 Early Withdrawals from Certi fi cates of Deposit (COD)COD customers agree to keep funds on deposit for a fi xed period of ti me. If we permit an early withdrawal of principal from a COD, we may impose an early withdrawal penalty. Substanti al tax penalti es may also apply to premature distributi ons from IRAs. See the Banking Product and Services Informati on documents for details on early withdrawal and tax penalti es.

ARTICLE 6. WITHDRAWALSSecti on 6.1 Authorized SignersYour signature card identi fi es who is authorized to make withdrawals, write checks, transfer funds, place stop payments, obtain ancillary services (e.g., online banking, electronic or telephone transfer services), and otherwise give us instructi ons regarding your account. Unless we enter into a separate writt en agreement to the contrary, any one of the authorized signers may act alone in writi ng checks or giving instructi ons. We may pay any check which bears a signature or endorsement (including a facsimile signature) resembling any of the authorized signatures found in our records. Although your signature card may indicate that more than one signature is required on checks and for the withdrawal or transfer of funds, that notati on is principally for your own purposes. We do not assume a duty to enforce multi ple signature requirements. As such, we assume no duty to confi rm that two or more (or any combinati on) of authorized signers have approved any transacti on. Although we may att empt on occasion to enforce the multi ple signature requirement shown on your signature card (e.g., by refusing to permit a transacti on by less than the stated number of authorized signers), we may cease doing so at any ti me and without prior noti ce to you.For business customers and for specifi ed business accounts only, we may, from ti me to ti me and in our sole discreti on, decide to off er to enter into a separate writt en agreement with you, for the express purpose of enforcing a multi ple signature requirement for check withdrawals. If you are permitt ed to enter into such a writt en agreement with the Bank, you agree that it will apply only to the account(s) specifi ed therein, and you agree to order checks for any such account(s) that bear a legend above the signature lines that two signatures (or more, if applicable) are required.You further agree that any writt en agreement providing for two (2) or more signatures and/or dollar limits on any item, such as checks, for the account(s) specifi ed therein, will not apply to any electronic or telephone transfers, including online banking, online bill payments, wires and/or ACH transfers, and we will have no liability when making these kinds of transfers if we fail to verify any signatures, authoriti es or dollar limits. This means that any person who is an authorized signer on your eligible account(s) is authorized by you to individually make electronic or telephone transfers, including online banking, online bill payments, wires and/or ACH transfers, even though that person’s authority to transfer or withdraw funds from your account by some other means (e.g., by check) must be exercised jointly with one or more other persons. This provision controls and takes precedence over any confl icti ng provision in any other agreements you have with us, including any writt en agreement providing for multi ple signatures and/or dollar limits on any item. The fees associated with a multi ple signature requirement for


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check withdrawals is specifi ed in our separate Banking Product and Service Informati on documents.We may honor checks drawn against your account by any authorized signer(s), even if a check is made payable to the signer, to cash, or for deposit to the signer’s personal account. We have no duty to investi gate or questi on withdrawals or the applicati on of funds.You agree that signatures by your authorized agents (e.g., persons acti ng under a power of att orney) are valid, even if the principal-agent relati onship is not indicated on the check or instructi on they sign.

Secti on 6.2 RequirementsWe may return unpaid any check which, in our opinion, does not bear the required number of signatures or which bear signatures that in our opinion do not sati sfactorily compare with specimen signatures on fi le with us. All checks writt en on your account must be drawn in U.S. Dollars. If your checks are presented on a weekend, a holiday, or aft er our processing cut-off hour, we may treat them as if we had received them on our next business day.

Secti on 6.3 LimitsWe may refuse or limit withdrawals from your accounts. We may (but are not obligated to) require suitable identi fi cati on and/or presentati on of account ownership records for any withdrawal or account closure. At our discreti on, we may require all of your signatures for the withdrawal of funds and/or the closing of an account.You agree that we are under no obligati on to cash a check for a person who does not have an account with us. If we nonetheless agree to cash a check for a non-customer, we may impose a charge and we may require that person to provide suitable identi fi cati on, including a fi ngerprint.Certain accounts are subject to transacti on limits and penalti es for early withdrawal. We may refuse to honor any withdrawal or order if funds on deposit are insuffi cient, unavailable to cover the request or order, or if there is a dispute or questi on as to the ownership of any account funds.

Secti on 6.4 Advance Noti cesWe reserve the right to require seven (7) days advance noti ce before the withdrawal or transfer of funds from any interest-bearing account.

Secti on 6.5 Electronic Presentment/Posti ngWe may charge your account on the day that a check or other transacti on is presented (or returned) to us directly or electronically for payment. We may charge your account or place a hold on funds at an earlier ti me if we receive noti ce that a check deposited to your account is being returned, or if we receive noti ce that your check or electronic payment (e.g., at a point-of-sale terminal) is being processed for collecti on. Please note: Some merchants may obtain authorizati on in advance for point-of-sale transacti ons in an amount greater than the fi nal transacti on amount. You agree that we may place a hold on suffi cient funds to cover the amount of the authorized transacti on, pending its fi nal sett lement through the system, even if that amount exceeds the actual amount of the transacti on. This could aff ect the balance available to cover other transacti ons.

Secti on 6.6 Unauthorized Check Transacti onsIf you discover a forgery, alterati on, or unauthorized transacti on involving your account, you must promptly noti fy your Center of account in writi ng of the relevant facts. You agree to maintain a current check register and to carefully and promptly review all statements and noti ces we send to you.YOU ARE IN THE BEST POSITION TO DISCOVER AND REPORT ANY UNAUTHORIZED DEBIT TO YOUR ACCOUNT. IF YOU FAIL TO NOTIFY US WITHIN A REASONABLE TIME (NOT EXCEEDING TWENTY-ONE (21) DAYS FROM THE DATE OF THE ACCOUNT STATEMENT REFLECTING SUCH DEBIT OR, IF EARLIER, THE TRANSACTION INFORMATION OR ITEM IS MADE AVAILABLE TO YOU), OF AN UNAUTHORIZED SIGNATURE, ALTERATION, FORGERY, COUNTERFEIT CHECK, OR OTHER UNAUTHORIZED DEBIT TO YOUR ACCOUNT, WE WILL NOT BE RESPONSIBLE FOR SUBSEQUENT UNAUTHORIZED TRANSACTIONS BY THE SAME WRONGDOER.WITHOUT REGARD TO CARE OR LACK OF CARE OF EITHER YOU OR US, IF YOU DO NOT DISCOVER AND REPORT ANY SUCH UNAUTHORIZED TRANSACTION WITHIN THIRTY (30) DAYS AFTER YOUR STATEMENT, TRANSACTION

INFORMATION OR THE ITEM IS MADE AVAILABLE TO YOU, YOU ARE PRECLUDED FROM ASSERTING THE UNAUTHORIZED TRANSACTION AGAINST US (NOTE: DIFFERENT LIABILITY RULES APPLY TO CERTAIN CONSUMER ELECTRONIC FUND TRANSFERS. SEE SECTION 9.23 AND 9.24.)If you claim a credit or refund because of a forgery, alterati on, or any other unauthorized transacti on, you agree to provide us with a sworn declarati on containing whatever reasonable informati on we require regarding your account, the transacti on and the circumstances surrounding the claimed loss. You also agree to make a report to the police and to provide us with a copy of the report, if we so request.We will have a reasonable period of ti me to investi gate the circumstances surrounding any claimed loss. During our investi gati on, we will have no obligati on to provisionally credit your account. If we nonetheless do so and later determine that the debit to your account was proper (or if you cease cooperati ng with our investi gati on), we may reverse the provisional credit. If you have withdrawn the funds, you would be obligated to reimburse us.If we pay you for any loss, your acceptance of the payment would release us from further liability to you, and would consti tute your agreement to assign to us any rights you may have against the wrongdoer or against any other person.Our maximum liability will never exceed the amount of actual damages proven by you. Our liability will be reduced: (a) by the amount of the loss that is caused by your own negligence or lack of care (b) to the extent that damages could not have been avoided by our exercise of ordinary care, and (c) by any loss recovery that you obtain from third parti es (apporti oned in accordance with this provision). We will not be liable for any loss that is caused in part by your negligence if we acted with ordinary care. Unless otherwise required by law, we will not be liable for incidental, special or consequenti al damages, including loss of profi ts and/or opportunity costs or for att orney’s fees incurred by you, even if we were aware of the possibility of such damages.You agree to pursue all rights you may have under any insurance policy you maintain in connecti on with any loss associated with your account and to provide us with informati on regarding coverage. Our liability will be reduced, proporti onately in accordance with our responsibility for any loss, by the amount of any insurance proceeds you receive or are enti tled to receive for the loss. If we reimburse you for a loss and the loss is covered by insurance, you agree to assign us your rights under the insurance policy to the extent of our reimbursement, in accordance with this provision.Note: Diff erent rules apply to certain electronic fund transfer transacti ons to or from a consumer’s account. See Arti cle 9 Electronic Fund Transfers. Please read the “Tips for Good Banking” in Arti cle 15 because you can be liable for unauthorized transacti ons if you fail to follow those recommendati ons.

Secti on 6.7 Identi fi cati on The Bank reserves the right to not honor any of your checks or other draws or payments on your account if the Bank is unable to adequately collect or verify the customer transacti on and identi fi cati on informati on necessary for the Bank to comply with applicable laws and regulati ons regarding customer and payee identi ty and transacti on purpose. We may require an endorsement or signature guarantee from another fi nancial insti tuti on prior to us cashing a check drawn on your account when presented by someone who is not our customer.

ARTICLE 7. ACCOUNT LIMITSSecti on 7.1 DepositsWe may refuse to accept a deposit or an additi on to an account or limit its size, or return all or part of it to you. We reserve the right to limit the amount of funds that may be maintained in an account.

Secti on 7.2 WithdrawalsIn additi on to the limits set forth below and in the “Withdrawal” and “Electronic Fund Transfers” Secti on 6 and Secti on 9, cash withdrawals may be limited due to the limited amount of currency available at a parti cular Center. We assume no responsibility to provide personal protecti on for customers who elect to carry large sums of currency to or from our premises.


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Secti on 7.3 Money Market and Savings AccountsTransacti ons involving these accounts are limited by law. You may make no more than six (6) preauthorized, automati c or telephonic transfers, checks, draft s, and debit card, or similar transacti ons from your account per monthly statement cycle.If you exceed these limitati ons, we may refuse to honor the excessive transacti ons, remove your transfer privileges, close the account without prior noti ce, convert it to another type of account, and/or impose a fee for exceeding the limits. See Banking Products and Services secti on for more informati on. We track checks for purposes of the transacti on limits as of the date we post them to your account, not as of the date you write them. Thus, a check you write during one statement period may not be counted unti l a subsequent statement period.We may at our discreti on refuse or limit telephone and mail withdrawals. There is no limit by law on the number of withdrawals you can make in person or at an ATM. Nor is there any limit on the number of deposits that can be made to your account each month (e.g., in person or by preauthorized or automati c transfer or at any of our ATMs), except that you cannot make deposits at our off site ATMs or at ATMs owned by others.

Secti on 7.4 Certi fi cates of Deposit (CODs)Unless our writt en agreement with you says otherwise, you do not have a right to make parti al withdrawals from, or additi onal deposits to, an existi ng COD.

ARTICLE 8. FEESThe Banking Product and Services Informati on documents describe the most frequently encountered fees associated with our accounts and services. Some services are negoti ated separately and may be subject to other writt en agreements with us. Informati on on fees for services not covered by the Banking Product and Services Informati on documents are available upon request. Certain fees may also change without specifi c noti ce to you. Account owners must promptly pay the fees and charges associated with their accounts and services, and are jointly and individually liable for such fees. We may deduct account fees automati cally from your account(s). Unless otherwise required by law, we assume no obligati on to credit your account for fees incurred due to the acti ons of third parti es (e.g., returned checks or late or incorrect electronic deposits).

ARTICLE 9. ELECTRONIC FUND TRANSFERSThe following protecti ons include, but are not limited to, electronic fund transfers governed by the Electronic Fund Transfer Act excluding foreign remitt ance transfers. You may refer to your Center of account for additi onal terms that apply to foreign remitt ance transfers. This law applies only to accounts held by natural persons for personal, family, or household purposes (“consumer accounts”).

Secti on 9.1 Persons Authorized to Conduct Electronic Fund TransfersAny authorized signer on the account may apply for electronic fund transfer services on behalf of all account owners. Once an electronic fund transfer service is established, any authorized signer on your account may act alone in conducti ng electronic fund transacti ons, regardless of the number of required signers indicated on the account’s signature card.

Secti on 9.2 Automated Teller Machine and Point-of-Sale Transacti onsThis secti on contains the terms governing your Citi zens Business Bank ATM Card or debit card (all referred to as “Card”).

Secti on 9.3 ServicesDepending on the accounts and services associated with your Card, you may be able to perform the following transacti ons:

• Withdraw cash from your checking or savings account• Make deposits to your checking or savings account (Deposits must be

accompanied by your personalized deposit slip. Failure to do so may result in a loss or delay in processing your transacti on)

• Transfer funds between your checking or savings accounts• Obtain a cash advance at another bank that has agreed to accept our Card

• Pay for purchases at places that have agreed to accept our Card• Purchase up to $500.00 of American Express® Travelers Cheques per day

from any American Express® cash dispenser with funds from either your checking or savings account

• Obtain account balance informati on. The balance may not include recent transacti ons and may include funds which are not available for immediate withdrawal. The balance informati on feature is not subject to the error resoluti on or liability secti ons set forth below

• If you have more than one account linked to your Card, you may designate the account for a withdrawal or deposit transacti on

NOTE: The term “savings account” here includes Money Market Accounts. Your Card can be used at all ATM and POS terminals which are part of the networks in which we parti cipate. [We currently parti cipate in the CIRRUS®, ACCEL®, and MoneyPass® ATM networks]. Some of these services may not be available at some Point-of-Sale (POS) terminals or at automated teller machines (ATMs) operated by others.

Secti on 9.4 Personal Identi fi cati on Number You generally need both your Card and a personal identi fi cati on number (PIN) to transfer money into or out of your account at ATMs and POS terminals. However, you may be asked to sign a sales slip or provide identi fi cati on, rather than enter your PIN, for certain debit card transacti ons. Also, at some gas stati ons, you may not be required to sign your name or enter your PIN for a purchase. You can select a new PIN at any Citi zens Business Bank ATM by using the PIN that was originally selected. If you forget your PIN, please visit any of our Centers to arrange for a replacement PIN or call 800.992.3808 from your home telephone to choose a new PIN. Never disclose your PIN to anyone, including Bank employees, merchants, government offi cials, or the police.

Secti on 9.5 Card Daily Limits Certain transacti on limits are imposed on money market deposit and savings accounts. For Money Market and Savings Accounts, see below.If you have a Consumer ATM or debit card, you can withdraw a total of $500.00 from ATMs each day, including weekends and holidays. You can also use your Card to conduct up to $1,500.00 in POS transacti ons each day. The total ATM and POS transacti ons in any day, however, cannot exceed $2,000.00.If you have a Business ATM or debit card, you can withdraw a total of $500.00 from ATMs each day, including weekends and holidays. You can also use your Card to conduct up to $2,000.00 in POS transacti ons each day. The total ATM and POS transacti ons in any day, however, cannot exceed $2,500.00.For purposes of determining when you have reached your daily limit, a day ends at midnight EST.Deposit transacti ons made at a Citi zens Business Bank ATM terminal before 4:30 PM Monday through Friday are processed on the same business day. Transacti ons made aft er 4:30 PM Monday through Friday or at any ti me on weekends and holidays may be processed the following business day. You cannot make deposits to your Citi zens Business Bank account at any ATM operated by another insti tuti on, and there may be other limits at such ATMs. You may not stop payment on any POS transacti on since these transacti ons are guaranteed at the ti me you make the purchase. Deposits and payments are subject to verifi cati on.

Secti on 9.6 Money Market Deposit Accounts and Savings Accounts Certain transacti on limits are imposed on Money Market Deposit Accounts and Savings Accounts. There are no limitati ons on the number of withdrawals you may make at an ATM. You may make no more than six (6) preauthorized, automati c or telephonic transfers, checks, draft s, debit card or similar transacti ons from your account per calendar month cycle.

Secti on 9.7 Card and PIN SecurityYou agree not to disclose or otherwise make your Card or PIN available to anyone. If you do, you are responsible for all transacti ons by that person, even if he or she exceeds your authority. You agree to accept responsibility for any failure to safeguard your card. This means storing the card in a secure locati on accessible only to the authorized user. For security reasons, you agree not to write your PIN on your Card or keep it in the same locati on as your Card. Your Card(s) are the property of Citi zens Business Bank. You agree


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to return all Card(s) to us upon request. If you decide you do not want to use your Card; destroy it at once by cutti ng it in half, and then noti fy us by calling 888.222.5432 (toll-free) during business hours: Monday through Thursday, 8:00 AM to 5:00 PM and on Fridays, 8:00 AM to 6:00 PM; or writi ng to us at Citi zens Business Bank, P.O. Box 51-400, Ontario, California 91761.

Secti on 9.8 Refunds on PurchasesIf you return a purchase you made with your Card, the merchant may refuse a cash refund and instead give you a credit by processing a credit adjustment, which we would apply as a credit to your account.

Secti on 9.9 Foreign Transacti ons with Debit CardsIf your debit card is used to conduct a transacti on in a foreign currency, Mastercard Internati onal will convert the transacti on to U.S. dollars by using either the government-mandated exchange rate or the wholesale exchange rate in eff ect one day before the date of the conversion. The exchange rate is increased by one (1%) percent if the conversion is made in connecti on with a charge to an account, and decreased by one (1%) percent if the conversion is made in connecti on with a credit to an account. Mastercard Internati onal’s date of conversion may diff er from the purchase date and the posti ng date identi fi ed on your statement. You agree to pay the charges and accept credits for the converted transacti on amounts in accordance with this paragraph, along with any fees imposed by the foreign merchant and/or fi nancial insti tuti on.

Secti on 9.10 ATM SafetyYou agree to exercise discreti on when using an ATM. If there are any suspicious circumstances, do not use the ATM. If you noti ce anything suspicious while transacti ng business at the ATM, cancel the transacti on, retrieve your Card and leave. Be careful when using the ATM and be aware of the surroundings, especially at night or in isolated areas. Park near the ATM in a well-lighted area. At night, have someone accompany you when possible. Do not approach a dark ATM. Do not accept assistance from anyone while using the ATM. Do not display your cash; count it later in the safety of your offi ce or home. Be sure to save your transacti on slips. Check them against your statements promptly. Prepare deposits at home to minimize your ti me at the ATM. Make sure you safeguard your PIN - do not write it on your Card or carry it in your wallet or purse. Always secure your Card just as you would your cash, checks and credit cards. Do not leave it at the ATM. Report all crimes to the ATM operator and local law enforcement offi cials immediately. We do not guarantee your safety while using any ATM.

Secti on 9.11 ChargesSee the Banking Product and Services Informati on documents for charges related to your ATM or debit card. When you use an ATM not owned by us, you may be charged a fee by the ATM operator and/or owner and you may be charged a fee for a balance inquiry, even if you do not complete a fund transfer. On Money Market and Savings Accounts, an excessive debit fee will be charged for each transacti on that exceeds the limitati ons described in the Banking Product and Services Informati on documents.

Secti on 9.12 Preauthorized TransfersPreauthorized transfers include electronic fund transfers to or from a consumer account by means of a computer or magneti c tape, including both preauthorized electronic fund transfers made to your account from a third party (e.g., Social Security, a pension fund, or your employer) and preauthorized electronic fund transfers from your account to a third party (e.g., recurring mortgage or insurance payments).“Preauthorized transfers” do not include: (a) transacti ons initi ated by check or similar paper instrument (b) transfers to or from business and other non-personal accounts (c) individual transfers we initi ate under an agreement with you but without your specifi c request, such as automati c savings and automati c loan payments to us from your account, or (d) transfers initi ated by telephone.NOTE: If Federal recurring or other electronic payments are made into your account, the payments may be aff ected by a change in account status or transfer (e.g., to another Citi zens Business Bank Center). If you plan to transfer your account or change its status, please speak with us in advance about the impact the change may have on your electronic fund transfer services.

Secti on 9.13 Preauthorized/Automati c Transfer ChargesAn ACH debit is considered equivalent to a check or withdrawal order on the account, and we may impose the charge specifi ed in the Banking Product and Services Informati on and Treasury Management Services Schedule of Standard & Account Analysis Fees documents.

Secti on 9.14 How to Stop Preauthorized Transfers from Your AccountIf you have told us in advance to make regular payments out of your account, you can stop any of these payments by calling us at 888.222.5432 (toll-free) during business hours: Monday through Thursday, 8:00 AM to 5:00 PM and Friday, 8:00 AM to 6:00 PM; or writi ng to us at Citi zens Business Bank, P.O. Box 51-400, Ontario, CA 91761. We must receive your request at least three (3) business days before the payment is scheduled to be made.NOTE: If you fail to give us your request at least three (3) business days prior to a transfer, we may nonetheless, at our sole discreti on, att empt to stop the payment. However, even if we accept the request for processing, we assume no responsibility for our failure to do so. If you call, we may also require you to put your request in writi ng and get it to us within fourteen (14) days aft er you call; otherwise, the oral request may be disregarded fourteen (14) days aft er it has been made. Your request should specify your name, account number, the EXACT AMOUNT (dollars and cents) of the transfer you want to stop, the date of the transfer, and the identi ty of the payee. We may charge you a fee for each stop payment order you give us. See the Banking Product and Services Informati on documents for the current fee.If you order us to stop one of these payments at least three (3) business days or more before the transfer is scheduled and we do not do so, we will be liable for your losses or damages. You should also noti fy the designated payee in writi ng that you are stopping the payment, as we will not do so.

Secti on 9.15 ServiceLine Telephone Transfer ServiceYou may access ServiceLine by calling 888.222.5432 (toll-free) with your account number and a password to obtain balance informati on and to transfer funds between your savings accounts (including Money Market Accounts) and checking accounts 24 hours a day. Transfers can be made only from collected funds and are available for withdrawal at the opening of our next business day.For the limits on transfers from Money Market and Savings Accounts, see Secti on 9.6 above.For a request to transfer funds to be processed on the same business day, we must receive the request by 7:00 PM on a business day. Transacti ons occurring aft er that hour or on a Saturday, Sunday or holiday are processed on the next business day. Balance informati on may not refl ect recent transacti ons, and may include funds which are not available for immediate withdrawal. The balance informati on feature is not subject to the error resoluti on or liability secti ons set forth below. If you do not want to have account informati on available by telephone, please noti fy your Center of account.

Secti on 9.16 Password SecurityYou agree not to disclose or otherwise make your password available to anyone.

Secti on 9.17 ServiceLine ChargesSee the Banking Product and Services Informati on documents for details on charges related to ServiceLine. Each transfer is considered the equivalent of a deposit, check, or withdrawal order, and we may impose the charge specifi ed in the Banking Product and Services Informati on documents.

Secti on 9.18 Periodic StatementsYou will receive a monthly account statement unless there are no electronic fund transacti ons in a parti cular month. In any case, you will get a statement at least quarterly. We do not send statements for Certi fi cate of Deposit accounts.

Secti on 9.19 ATM or Point-of-Sale Transacti onsYou will receive a receipt, if you so elect, each ti me you use an ATM or a Point-of-Sale terminal in the United States for transacti ons greater than $15.00. If the transacti on is $15.00 or less, you may not get a receipt.


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Secti on 9.20 Preauthorized TransfersIf you have arranged to have direct deposits made to your account at least once every sixty (60) days from the same person or company, you can call our ServiceLine at 888.222.5432 (toll-free) to fi nd out whether or not the deposit has been made.

Secti on 9.21 Noti ce of Varying AmountsIf you have arranged in advance to make regular payments out of your account and they may vary in amount, the person or company you are going to pay will tell you, ten (10) days before each payment, when it will be made and how much it will be. (You may choose instead to get this noti ce from that person or company only when the payment would diff er by more than a certain amount from the previous payment or when the amount would fall outside certain limits that you set.)

Secti on 9.22 Our Liability for Failing to Make TransfersIf we do not complete an electronic fund transfer (as defi ned in the Electronic Fund Transfer Act) to or from your account on ti me or in the correct amount according to our agreement with you, we may be liable for your losses or damages. However, there are some excepti ons. We will not be liable, for example, if:

• Through no fault of ours, your account does not contain suffi cient available funds to make the transfer

• The transfer would go over the credit limit on your overdraft line• An electronic terminal has insuffi cient cash to complete this

transacti on• The terminal was not working properly and you knew about the

breakdown when you started the transfer• Circumstances beyond our control (such as fi re, fl ood or a mechanical

or electrical failure) to prevent the transfer, despite reasonable precauti ons that we have taken

• The money in your account is subject to an uncollected funds hold, legal process, dispute, or any other encumbrance or agreement restricti ng transfers

• The informati on supplied by you or a third party is incorrect, incomplete, ambiguous, or unti mely

• We process your payment in a ti mely manner, but the payee rejects your payment or fails to process it in a ti mely manner

• If you have not properly followed the service instructi ons• If you do not authorize a bill payment early enough for your payment

to be made and properly credited by the payee by the ti me it is due• If a transfer or payment could not be completed due to systems

availability There may be other excepti ons not specifi cally menti oned above.

Secti on 9.23 Your Liability for Unauthorized Electronic Fund TransfersTell us AT ONCE if you believe your Card or PIN has been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission using informati on from your check or account. Immediate noti fi cati on in person or by phone is the best way of minimizing any potenti al loss. You could lose all the money in your account (plus the maximum overdraft line of credit).Tell us AT ONCE, if your statement shows transfers that you did not make, including those made by Card or other means. If you do not tell us within sixty (60) days aft er the statement was mailed to you, you may not get back any money you lost aft er the sixty (60) days if we can prove that we could have stopped someone from taking the money if you had told us in ti me. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the ti me periods.

Secti on 9.24 Your Liability for Electronic Fund Transfers Involving a Citi zens Business Bank ATM CardTell us AT ONCE if you believe your Card or PIN has been lost or stolen. Immediate noti fi cati on in person or by phone is the best way of minimizing any potenti al loss. You could lose all the money in your account (plus your

maximum overdraft line of credit). If you tell us within two (2) business days aft er you learn of the loss or theft of your Card or PIN, you can lose no more than $50.00 if someone used your Card or PIN without your permission.If you do NOT tell us within two (2) business days aft er you learn of the loss or theft of your Card or PIN, and we can prove we could have stopped someone from using your Card or PIN without your permission if you had told us, you could lose as much as $500.00.Tell us AT ONCE if your statement shows transacti ons that you did not make. If you do not tell us within sixty (60) days aft er the statement was mailed to you, you may not get back any money you lost aft er the sixty (60) days if we can prove that we could have stopped someone from taking the money if you had told us in ti me. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the ti me periods.NOTE: If you allow anyone else to use your Card or PIN, you are liable for all transacti ons by that person, even if he or she exceeds your authority. You are liable unti l you tell us that this person is no longer authorized to access your account.

Secti on 9.25 Your Liability for Electronic Fund Transfers Involving a Debit CardTell us AT ONCE if you believe your Card has been lost, stolen or you suspect unauthorized use. As a Mastercard® cardholder, Zero Liability applies to your purchases made in the store, over the phone, online or via a mobile device and ATM transacti ons. As a cardholder, you will not be held responsible for unauthorized transacti ons if:

1. You have used reasonable care in protecti ng your card from loss or theft , and

2. You have promptly reported to your fi nancial insti tuti on when you knew that your Mastercard® was lost or stolen

If you believe there has been unauthorized use on your account and you meet the conditi ons above, rest easy knowing you’re protected by Zero Liability.

Secti on 9.26 How to Noti fy Us of a ProblemIf you believe your Card or PIN has been lost or stolen, or that someone has transferred or may transfer money from your account without your permission, call us at 888.228.2265 (toll-free) during business hours: Monday through Thursday, 8:00 AM to 5:00 PM and Friday, 8:00 AM to 6:00 PM For aft er hours, weekends and holidays, please call 800.554.8969, or write to Citi zens Business Bank, P.O. Box 51-400, Ontario, CA 91761, as soon as possible.

Secti on 9.27 What to Do in Case of Errors or Questi ons About Your Electronic TransfersTelephone us at 888.222.5432 (toll-free), or write Citi zens Business Bank, P.O. Box 51400, Ontario, CA 91761, as soon as you can if you think your statement or receipt is wrong or if you need more informati on about a transacti on listed on your statement or receipt. We must hear from you no later than sixty (60) days aft er we sent the FIRST statement on which the problem or error fi rst appeared.

• Tell us your name and account number• Describe the error or transfer you are unsure about, and explain as

clearly as you can why you believe an error has been made or why you need more informati on, and

• Tell us the date and dollar amount of the suspected errorIf you tell us orally, we may require that you send us your complaint or questi on in writi ng within ten (10) business days. We will tell you the results of our investi gati on within ten (10) business days aft er we hear from you and will correct any error promptly. If we need more ti me, however, we may take up to forty-fi ve (45) days (ninety (90) days for point-of-sale and foreign transacti ons) to investi gate your complaint or questi on. If we decide to do this, we will credit your account within ten (10) business days for the amount you think is in error, so that you will have the use of the money during the ti me it takes us to complete our investi gati on. If we ask you to put your complaint or questi on in writi ng and we do not receive it within ten (10) business days, we may not credit your account.For errors involving new accounts (accounts opened no more than thirty


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(30) days), we may take up to ninety (90) days to investi gate your complaint or questi on, and up to twenty (20) business days to credit your account for the amount you think is in error. We will tell you the results within three (3) business days aft er completi ng our investi gati on. If we determine that there was no error, we will send you a writt en explanati on. You may ask for copies of the documents that we used in our investi gati on.

Secti on 9.28 Business DaysOur business days are Monday through Friday, excluding Saturday, Sunday and Federal holidays.

Secti on 9.29 Disclosure of Account Informati onWe may release informati on about your account and the transacti ons you perform to third parti es:

• Where necessary or helpful in verifying or completi ng a transacti on• To verify the existence and conditi on of your account for account

verifi cati on services, consumer reporti ng agencies, merchants with whom you are doing business and members of a network which process your electronic fund transfers

• When you give us your oral or writt en consent• To comply with the law or a court or governmental order, and• To local, state and federal authoriti es if we believe a crime may have

been committ ed involving your accountIf we close your account because of excessive returned checks or the like, we will report all account owners to a consumer reporti ng agency that maintains such informati on.

Secti on 9.30 Change in Terms/Terminati on of ServiceWe may change (add to, delete, or alter) the terms of the agreement with you by mailing, emailing (by consent) or delivering a noti ce, a statement message or an amended agreement to any of you at the last address (locati on or email) on fi le for you, your account, or the service in questi on. We do not have to noti fy you, however, if any changes are benefi cial to you (e.g., a reducti on or waiver of any fees or the additi on of services). We reserve the right to terminate this agreement and/or your use of electronic fund transfer services of your Card with or without cause. We may do so if: you or any authorized user of your Card breaches this or any other agreement with us; we have reason to believe that there has been or may be an unauthorized use of your account, Card or PIN; you or any party to your associated checking or savings account requests that we do so; or there are confl icti ng claims to the funds in your account.

Secti on 9.31 Business, Governmental, Trust, and Other Non-Consumer AccountsOur obligati ons and the limitati ons on customer liability, as set forth in this Electronic Fund Transfers secti on (as well as those on the back of your periodic account statements), are diff erent in the case of business or other non-personal or non-consumer accounts, and you may not receive the benefi t of the same Bank obligati ons or limitati ons on your liability if your accounts are business or non-consumer accounts. Owners of business or other non-personal or non-consumer accounts should review their accounts daily and report any unauthorized acti vity immediately by calling 888.228.2265. In additi on to reporti ng unauthorized ACH debit acti vity immediately, a completed Writt en Statement of Unauthorized Debit must be provided no later than 4:00 PM on the business day following the unauthorized ACH debit posti ng date. Failure to do so may prevent the Bank from recovering funds and your business or non-consumer account could suff er a loss for which you, and not the Bank, would be responsible. Business or other non-personal or non-consumer account owners must also assume full responsibility for any unauthorized Card transacti ons using their PIN and agree to defend and hold us harmless from all claims, losses, and damages related to unauthorized transacti ons. Any electronic funds transfer that is not subject to the Electronic Fund Transfer Act and Regulati on E is covered by California Commercial Code Division 11. Under no circumstances will we be liable for any special or consequenti al damages to you or any other party or person.

Secti on 9.32 Citi zens Debit Card and ATM CardIf you are approved for a Card, the agreement applicable to that service will accompany your Card(s). You agree to be bound by its terms and conditi ons unless you destroy it at once by cutti ng it in half, and then noti fying us by calling 888.222.5432 (toll-free) during business hours: Monday through Thursday, 8:00 AM to 5:00 PM and Friday, 8:00 AM to 6:00 PM, or write to us at Citi zens Business Bank, P.O. Box 51-400, Ontario, CA 91761.

ARTICLE 10. SUBSTITUTE CHECKS AND YOUR RIGHTSSecti on 10.1 What Is a Substi tute Check?To make check processing faster, Federal law permits banks to replace original checks with “substi tute checks.” These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of a substi tute check states: “This is a legal copy of your check. You can use it the same way you would use the original check.” You may use a substi tute check as proof of payment just like the original check. Some or all of the checks that you receive back from us may be substi tute checks. This noti ce describes rights you have when you receive substi tute checks from us. The rights in this noti ce do not apply to original checks or to electronic debits to your account. However, you have rights under other law with respect to those transacti ons.

Secti on 10.2 What Are My Rights Regarding Substi tute Checks?In certain cases, Federal law provides a special procedure that allows you to request a refund for losses you suff er if a substi tute check is posted to your account (for example, if you think that we withdrew the wrong amount from your account or that we withdrew money from your account more than once for the same check). The losses you may att empt to recover under this procedure may include the amount that was withdrawn from your account and fees that were charged as a result of the withdrawal (for example, bounced check fees). The amount of your refund under this procedure is limited to the amount of your loss or the amount of the substi tute check, whichever is less. You also are enti tled to interest on the amount of your refund if your account is an interest-bearing account. If your loss exceeds the amount of the substi tute check, you may be able to recover additi onal amounts under other law.If you use this procedure, you may receive up to $2,500.00 of your refund (plus interest if your account earns interest) within ten (10) business days aft er we received your claim and the remainder of your refund (plus interest if your account earns interest) not later than forty-fi ve (45) calendar days aft er we received your claim.We may reverse the refund (including any interest on the refund) if we later are able to demonstrate that the substi tute check was correctly posted to your account.

Secti on 10.3 How Do I Make a Claim for a Refund?If you believe that you have suff ered a loss relati ng to a substi tute check that you received and that was posted to your account, please contact us at 888. 228.2265 (toll-free), Monday through Thursday, 8:00 AM to 5:00 PM and Friday, 8:00 AM to 6:00 PM, or writi ng to us at Citi zens Business Bank, P.O. Box 51-400, Ontario, CA 91761.You must contact us within forty (40) calendar days of the date that we mailed (or otherwise delivered by a means to which you agreed or are deemed to have agreed) the substi tute check in questi on or the account statement showing that the substi tute check was posted to your account, whichever is later. We will extend this ti me period if you were not able to make a ti mely claim because of extraordinary circumstances.Your claim must include the following:

• A descripti on of why you have suff ered a loss (for example, you think the amount withdrawn was incorrect)

• An esti mate of the amount of your loss• An explanati on of why the substi tute check you received is insuffi cient

to confi rm that you suff ered a loss, and• A copy of the substi tute check and the following informati on to help

us identi fy the substi tute check: the check number, the date writt en on the check, the name of the person to whom you wrote the check, and the exact amount of the check (dollars and cents)


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Secti on 10.4 Other Terms—Substi tute ChecksYou agree not to deposit substi tute checks or checks bearing a substi tute check legal equivalence statement (“This is a legal copy…”) to your account without our prior writt en consent. Unless we specifi cally agree otherwise in writi ng, our acceptance of such checks shall not obligate us to accept such items at a later ti me, and we may cease doing so without prior noti ce.If we allow you to deposit substi tute checks, you agree to indemnify, defend and hold us harmless from all losses, costs, claims, acti ons, proceedings and att orney’s fees that we incur as a result of such checks, including without limitati on, any indemnity or warranty claim that is made against us because:(a) the check fails to meet the requirements for legal equivalence (b) a claimant makes a duplicate payment based on the original check, the substi tute check, or a paper or electronic copy of either, or (c) a loss is incurred due to the receipt of the substi tute check rather than the original check. Upon our request, you agree to provide us promptly with the original check or a copy that accurately refl ects all of the informati on on the front and back of the original check when it was truncated.You agree not to issue checks with features or marks that obscure, alter or impair informati on on the front or back or that otherwise prevents us or another bank from capturing such informati on during automated check processing.

ARTICLE 11. JUDICIAL REFERENCEIf a dispute involving $25,000.00 or more arises between you and the Bank with respect to this Agreement, its enforcement or our Services, either of you or the Bank may require that it be resolved by judicial reference in accordance with California Code of Civil Procedure, Secti ons 638, et seq. The referee shall be a reti red judge, agreed upon by the parti es, from either the American Arbitrati on Associati on (AAA) or Judicial Arbitrati on and Mediati on Service, Inc. (JAMS). If you and we cannot agree on the referee, the party who initi ally selected the reference procedure shall request a panel of ten reti red judges from either AAA or JAMS, and the court shall select the referee from that panel. The costs of the reference procedure, including the fee for the court reporter, shall be borne equally by all parti es as the costs are incurred. The referee shall hear all pre-trial and post-trial matt ers, including requests for equitable relief; prepare an award with writt en fi ndings of fact and conclusions of law; and apporti on costs as appropriate. Judgment upon the award shall be entered in the court in which such proceeding was commenced and all parti es shall have full rights of appeal. This provision will not be deemed to limit or constrain our right to set off , to obtain provisional or ancillary remedies, to interplead funds in the event of a dispute, to exercise any security interest or lien we may hold in property, or to comply with legal process involving your accounts or other property. Venue for any acti on brought in accordance with this provision shall be in San Bernardino County, California.

ARTICLE 12. ADDITIONAL TERMSSecti on 12.1 AdjustmentsWe may make adjustments to your account whenever a correcti on or change is required. Adjustments might occur, for example, if deposits are recorded in the wrong amount or if checks you deposit are returned unpaid. We may elect, at our discreti on, not to make an adjustment to your account to correct an error which you or a third party (such as another fi nancial insti tuti on) caused if the adjustment is $10.00 or less, or if our cost to make the adjustment is greater than the amount in questi on.

Secti on 12.2 Amendments/Changes In Account Terms We may change (add to, delete or alter) the terms of our agreement with you by mailing, emailing (by consent), or delivering a noti ce, a statement message, or an amended agreement to any of you at the last address (locati on or email) on fi le for you, your account, or the service in questi on. Unless otherwise required by law, we may amend the agreement without prior noti ce (e.g., by posti ng the informati on in our offi ces, on our/your website, or otherwise making it available to you).

Secti on 12.3 California Law Except as otherwise provided in this Agreement, California law will govern your account and the interpretati on of this Agreement.

Secti on 12.4 Changes In Account Ownership, Address, and Authorized SignersYou agree to noti fy us in writi ng of any change in your name, address, business capacity (e.g., sole proprietor to corporati on), or the authorized signers on your account. You authorize us to obtain informati on on your residence address from the Department of Motor Vehicles and waive your rights under California Vehicle Code §1808.21. We may require a new signature card before any change in ownership or authorized signer(s) becomes eff ecti ve.If the authorized persons on your account change, we may conti nue to honor checks and instructi ons given earlier by any previously authorized person(s) unti l we receive specifi c noti ce from you in writi ng not to do so. A new or updated signature card, by itself, does not necessarily consti tute such noti ce to the Bank. In some instances we may require you to close your account or provide us with stop payment orders in order to prevent transacti ons from occurring.There may be a delay in implementi ng a change in the authorized person on our records and you agree that we will be given a reasonable opportunity to make the necessary changes.

Secti on 12.5 Check Cashing for Non-CustomersAs an accommodati on to our customers, we will generally permit the payee of your check to present it for payment at any of our Centers, although we reserve the right not to do so under certain circumstances, based on security protocols, cash availability or other considerati ons. We may require a payee who is not our depositor to produce a fi ngerprint on the check itself, along with two forms of personal identi fi cati on that are acceptable to us, and/or additi onal informati on required for regulatory reporti ng. We may charge a fee for this service.

Secti on 12.6 Check Formats and Prices Check prices vary according to the types of checks you select. You can obtain informati on on the current price of checks by contacti ng us. Any charge for imprinted checks includes state sales tax. Check charges may vary from ti me to ti me without specifi c noti ce to you. You are responsible for checking the accuracy of all informati on shown on your checks and deposit ti ckets. If you fi nd an error, please noti fy us immediately. We are not liable for losses resulti ng from incorrectly printed checks or deposit ti ckets.If you arrange for the printi ng of your own checks, the form, encoding and format of the checks must follow our check specifi cati on requirements and be approved by us in advance. If you do not purchase your checks through us, we may charge a fee for each check that rejects during processing due to poor print quality, or if it fails to meet our check formatti ng requirements. We make checks available that include fraud preventi on features. If you choose not to use these or other checks that include fraud preventi on features, you agree to assume a heightened degree of responsibility for safeguarding your checks, and for reviewing all returned checks and statements as soon as you receive them.

Secti on 12.7 Check Endorsements and Markings Federal regulati ons require that the top 1½ inches on the back of the check (when read verti cally from the trailing edge) be designated for the payee’s endorsement. If you endorse a check in any other area, or mark or otherwise obscure any other area, or use a check with a carbon band or other features that obscures any other area, or if you make an endorsement which is illegible or incomplete, you agree to reimburse us for any loss or expense we may incur as a result. If you endorse, cash and/or deposit a check made payable to two or more payees (whether or not you are one of those payees), but not all the payees have endorsed the check, you agree that you are representi ng and warranti ng to us that you have authority to endorse, cash and/or deposit the check on behalf of all those payees. You agree to indemnify and hold us harmless from any costs, claims, liabiliti es or expenses (including att orney’s fees) that we incur as a result of any dispute relati ng to any multi -payee check which you endorse and/or deposit. You acknowledge that we may exercise our right of set off to reimburse the Bank for such costs. See Secti on 3.5 Restricti ve Endorsements for more informati on.

Secti on 12.8 Check Processing Cut-Off HourOur processing cut-off hour with respect to any knowledge, noti ce, stop payment order, or legal process we receive involving a check is one hour


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aft er the opening of the banking day following the banking day on which we receive the check. The cut-off hour with respect to any set-off we exercise is the close of the banking day following the banking day we receive a check.

Secti on 12.9 Checks Bearing Notati ons; Check Signature Verifi cati on; Automated ProcessingYou recognize that we have adopted automated collecti on and payment procedures so we can process the greatest volume of checks at the lowest possible costs for all our customers. Although we are not obligated to, we may pay or accept checks and other items bearing restricti ons or notati ons (e.g., “Void aft er 6 months,” “Void over $50.00,” “Payment in Full,” and the like) whether on the front or back, in any form or format. If you cash or deposit an item or write a check with such annotati on, you agree that it applies only between you and the payee or maker. The notati on will have no eff ect on us, and you agree to accept responsibility for payment of the item. You agree to indemnify and hold us harmless from any claim or alleged loss of any maker or payee involving such notati ons, whether you are the maker or payee or the funds are otherwise deposited into an account in which you have an interest.You agree that we do not fail to exercise ordinary care when we process a check by automated means without visually or physically inspecti ng the check, if our procedures are similar to those of other banks in the area. Although we may review checks from ti me to ti me, you understand that reasonable commercial standards do not require us to do so.You also agree that we have no liability if (a) in the case of checks, in the absence of any express writt en agreement to the contrary, we pay a check drawn on your account(s) in a manner contrary to any signature or dollar limit restricti ons that you have specifi ed or otherwise sought to impose, as long as at least one of the specifi ed signatures appears on the check, and (b) in the case of any electronic or telephone transfers, including online banking, online bill payments, wires and/or ACH transfers, we permit any person who is an authorized signer on your eligible account(s) to individually make such electronic or telephone transfers, including online banking, online bill payments, wires and/or ACH transfers, even though that person’s authority to transfer or withdraw funds from your account by some other means (e.g., by check) must be exercised jointly with one or more other persons. You also agree that we are not liable if we refuse to honor a check or other signed instructi on if we believe in good faith that the signature(s) thereon are not genuine.

Secti on 12.10 Check ImagingIf you receive our check imaging service, we will send images of your canceled checks to you with your monthly statements. Your canceled checks will not be returned to you. We will maintain an image of each check for seven (7) years or such other period as may be allowed by law. You can obtain copies of your checks by sending us a writt en request with the following informati on: your name, account number, check number, the amount of the check and (if known) the date the check was paid. There is a fee associated with this service.We will not be responsible for any special or consequenti al damages under any circumstances for our inability to provide copies of checks. Our liability, if any, will not exceed the face amount of the check in questi on. You agree to provide us with reasonable proof of any loss.

Secti on 12.11 Checks Lost or StolenYou agree to safeguard your blank and canceled checks, and to take reasonable steps to prevent their unauthorized use. If you are a business, you should store them under dual control in a secure, locked locati on which is accessible only to authorized personnel. If your checks are lost or stolen, you agree to noti fy us immediately. For security reasons, we reserve the right to close your account and transfer the balance to a new account. If we do, all checks writt en, but not yet paid may be returned to payees as “Account Closed” or “Refer to Maker.” You will be responsible for issuing any replacement checks.When you cash or deposit a check or other item with us, we act as your agent to collect the item. The risk of loss of an item in the process of collecti on is on you. We may reverse any credit given and any interest earned or accrued for a deposited item that is lost in transit and we may recover from any account you maintain with us the funds given to you for a cashed item which is lost in transit. You will do everything reasonably within your ability to promptly assist us to fi nd, identi fy or replace a lost item, including but not limited to maintaining a

record of the maker of items delivered to us for deposit and collecti on. We shall not be liable to you if an item is lost in the process of collecti on, provided we exercised ordinary care in handling the item. In no event shall we be liable to you if you cannot identi fy the maker of the lost item.

Secti on 12.12 ComplianceYou agree to comply with applicable law. You may not use your account or services for any illegal acti vity. You agree to indemnify, defend and hold us harmless from every acti on, proceeding, claim, loss, cost and expense (including att orney’s fees) suff ered or incurred by us due to any U.S., state or foreign government enti ty or any other governmental or quasi- governmental enti ty seizing, freezing or otherwise asserti ng or causing us to assert control over any account or funds in an account of yours (or ours), or in complying with a gag order or other directi ve with respect to such account(s) or funds, when purportedly caused by or arising out of your acti on or inacti on.

Secti on 12.13 Confl icti ng Demands/DisputesIf there is any uncertainty regarding the ownership of an account or its funds, there are confl icti ng demands over its ownership or control, or we are unable to determine any person’s conti nuing authority to give instructi ons regarding this account, we may, at our sole discreti on:

1. Freeze the account and withhold payment from all of you unti l we receive writt en proof (in form and substance sati sfactory to us) of your right and authority over the account and its funds

2. Require the signatures of all of you for the withdrawal of funds, the closing of an account, or any change in the account regardless of the number of authorized signers on the account

3. Request instructi on from a court of competent jurisdicti on at your expense regarding the ownership or control of the account, and/or

4. Conti nue to honor checks and other instructi ons given to us by the individuals who appear as authorized signers according to our records

In no event will we be liable for any delay or refusal to follow instructi ons that occurs as a result of a dispute or uncertainty over the ownership of your account. We may return checks and other items, marked “Refer to Maker” (or other language we deem appropriate), in the event there is a dispute or uncertainty over an account’s ownership or control. We are not required to recognize an adverse claim unless:

a. The claimant has provided us with an acceptable bond indemnifying us against all liabiliti es and expenses that we might incur in connecti on with the claim (and any resulti ng dishonored checks)

b. The claimant has obtained an order from a court having jurisdicti on, orc. As otherwise required by law.

Secti on 12.14 Consent to Gather Informati on Each of you authorizes us to obtain informati on from ti me to ti me regarding your credit history from credit reporti ng agencies and other third parti es. You authorize us to obtain address informati on from the California Department of Motor Vehicles or any other government agency. As such, you waive your rights under California Vehicle Code §1808.21.

Secti on 12.15 Death or IncompetencyYou agree to noti fy us immediately of the death or court-declared incompetency of any owner, authorized signer, or designated benefi ciary on your account. You agree that we may disregard any noti ce of incompetency unless the person has been declared incompetent by a court having jurisdicti on and unless we receive writt en noti ce and instructi ons from the court regarding the account. We may also freeze, off set, refuse, and/or reverse deposits and transacti ons (e.g., governmental or reti rement benefi t payments payable to the deceased) if an owner dies or is ruled incompetent.We may pay a check for ten (10) days aft er the date of death even if we know of the death, unless we are ordered to stop payment by a person claiming an interest in the account.The eff ect of an account holder’s death depends on how the account is held - in joint tenancy, in tenancy in common, as community property, under a Uniform Trust to Minors Act, or with “payable on death” or “in trust for” language. See Arti cle 1 above.


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If we have any questi on as to the ownership of funds or the amount of funds that belong to any person upon the death of an owner, we may freeze all or part of the account pending receipt of proof, sati sfactory to us, of each person’s right to the funds.

Secti on 12.16 Demand Draft sIf you provide your account number to a third party so it can charge your account by means of one or more “demand draft s” (e.g., checks which do not bear your actual signature, but which purport to be drawn with your authorizati on), you authorize us to pay such draft s, even though they do not contain your signature and may exceed the amounts you authorized to be charged. This provision shall not obligate us to honor demand draft s. We may refuse to honor demand draft s without cause or prior noti ces, even if we have honored similar items previously.

Secti on 12.17 Deposit InsuranceFor informati on relati ng to insurance coverage, ask for the brochure: Your Insured Deposit, call the Federal Deposit Insurance Corporati on (FDIC) at 877.275.3342, or visit the FDIC website at www.fdic.gov. The FDIC is an independent agency of the United States government. When we give you informati on about products we off er that are not FDIC insured, you will be clearly informed of that fact before you make a purchase decision.

Secti on 12.18 Duplicate Checks and Check Numbers As a fraud preventi on measure, if a check drawn on your account bears the same check number as another check previously presented to us, we may return it unpaid without incurring liability to you.

Secti on 12.19 Electronic Communicati ons If you are an online banking customer, you agree that this Agreement and any noti ce, record or other type of informati on that is provided to you in connecti on with your accounts and services (e.g., amendments, fee and transacti on informati on, noti ces, statements, and account informati on) may be sent to you electronically by posti ng the informati on on our website, by online banking or by sending it to any of you by email. We will not be obligated to provide any communicati on to you in paper form unless you specifi cally request us to do so. You may obtain a free paper copy of this Agreement and any att achments to it by contacti ng us at 888.222.5432 (toll-free) during business hours: Monday through Thursday, 8:00 AM to 5:00 PM and Friday, 8:00 AM to 6:00 PM; or writi ng to us at Citi zens Business Bank, P.O. Box 51-400, Ontario, CA 91761. You can obtain a paper copy of other electronic communicati ons in the same manner (See our Banking General Fees for the related charge.) You also can withdraw your consent to ongoing electronic communicati ons in the same manner, and ask that they be sent to you in paper or non-electronic form.We may elect to terminate this Agreement or any service if you choose to receive communicati ons in paper or non-electronic form. You agree to provide us with your current email address for noti ces at the address or phone number indicated above. If your emails address changes, you must send us a noti ce of the new address by writi ng to us or sending us an email, using secure messaging.You will need certain hardware and soft ware in order to access our web site, to receive noti ces from us, and to retain an electronic record of this Agreement and future noti ces, such as a browser with suffi cient encrypti on capability; and either a printer connected to your computer to print disclosures/noti ces or suffi cient hard drive space available to save the informati on. You must have your own Internet service provider.

Secti on 12.20 Employee Benefi t Plan AccountsIf you would like additi onal informati on on our capital conditi on, please contact us.

Secti on 12.21 Facsimile Instructi ons/Voice/EmailWe may, but are not required to, act upon instructi on received by fax transmission, voice mail or email. We may not review your message unti l one (1) or more business days aft er its receipt. As such, it may not be appropriate to use these methods of communicati on if you need to reach us with ti me-sensiti ve informati on.

Secti on 12.22 Facsimile SignaturesWe may refuse to accept or pay checks with facsimile signatures. You may ask us to honor checks signed by use of a facsimile signature device, by so designati ng on the Signature Card or in a separate agreement with us. If you do so - or if you use a facsimile signature device without our prior approval - you agree to assume full responsibility for any and all payments we may make in reliance on any facsimile signature that resembles any actual or facsimile signature(s) which you (or any of you) have provided to us, even if the signature is made by an unauthorized person or with a counterfeit facsimile device (whether affi xed manually, by stamp, electronically, or otherwise). Accordingly, you should maintain very close control over the facsimile signature device and should promptly review your statements and cancelled checks for unauthorized use of the device. You agree to defend and hold us harmless from any claims and alleged losses and costs (including att orney’s fees and expenses) arising directly or indirectly out of the misuse of a facsimile signature device by any person.

Secti on 12.23 Financial StatementYou will provide us with a current fi nancial statement upon request.

Secti on 12.24 Fingerprinti ngWe may ask individuals who are not depositors of Citi zens Business Bank to provide a fi ngerprint on checks they cash or any other transacti on. You agree that requiring a fi ngerprint as part of our identi fi cati on of holders of your checks is reasonable and that we will not be liable to you for declining to cash a check for an individual who refuses to provide such a fi ngerprint.

Secti on 12.25 Foreign ChecksWe may refuse to accept checks for deposit, or may send them for collecti on if they are payable in a foreign currency. If we accept a foreign check, you assume all the risk of loss associated with currency value fl uctuati ons and late returns. We may use our current buying or selling rate, as applicable, when processing foreign currency items and may recover from your account any loss incurred in connecti on with our processing of such items.

Secti on 12.26 Dormant and Unclaimed AccountsYour Account is considered dormant if, for twelve (12) months for a Checking Account or twenty-four (24) months for a Savings or COD Account, there is no customer acti vity (except where state laws governing your Account require otherwise). Unclaimed contents of a safe deposit box is dormant if unclaimed aft er three (3) years by the owner from the date in which the lease or rental period of the box expired, or from the date of terminati on of any agreement in which the box was furnished to the owner without cost, whichever occurs last. An Individual Reti rement Account (IRA) or another reti rement plan if self-employed or a similar account or plan established under Internal Revenue laws for the United States become dormant if you have had no contact with the Bank during the previous twenty-four (24) months aft er the required beginning date for Mandatory Distributi on at seventy and one-half (70½) years of age. Fiduciary Capacity Accounts become dormant if, for twelve (12) months for a Checking Account or twenty-four (24) months for a Savings or COD Account, there is no customer acti vity. If your Account is dormant, the Bank may hold all statements for your Account, but normal maintenance and other fees conti nue to apply except where prohibited.If your Account remains dormant and is unclaimed by you for the period required under the state laws governing your Account, the Bank is required by that law to escheat the funds in your Account or the contents in your safe deposit box to the appropriate state. The Bank will not escheat the funds of any accounts or contents of a safe deposit box if, during the previous three (3) years, we are able to identi fy another qualifying acti ve account, plan or any other deposit or account not subject to escheat that you own. The Bank may charge a fee for mailing an escheat noti ce to you (we would send it to the address we currently show for your statement). When the funds in your Account are delivered to the state, your Account is closed, and no interest accrues. To recover funds delivered to the state, you must fi le a claim with the state. For security reason, the Bank may refuse a withdrawal or transfer from accounts we internally classify as dormant if we cannot reach you in a ti mely fashion to confi rm the transacti on’s authorizati on.


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Secti on 12.27 Legal ProcessWe may comply with any writ of att achment, executi on, garnishment, tax levy, restraining order, gag order, subpoena, warrant, or other legal process which we believe (correctly or otherwise) to be valid, even if this leaves insuffi cient funds to pay any checks you have writt en or to fund any other payments or withdrawal instructi ons. We will noti fy you of such process by telephone, electronically or in writi ng unless we are ordered not to. We may assess a processing fee. See the Banking Product and Services Informati on documents.If we are not fully reimbursed for our record research, photocopying, and handling costs by the party which served the process, we may charge such costs to your account, in additi on to our minimum legal process fee.You agree to defend and hold us harmless from all claims, acti ons, liabiliti es, losses, and damages (including costs and att orney’s fees) associated with our compliance with any process that we believe to be valid. Accounts opened with trust or fi duciary designati ons (e.g., “XYZ, Inc. Client Trust Account”) may be subject to levies and other legal process against your property unless our records clearly refl ect the existence of an express writt en trust or court order.We do not pay interest on any funds we hold or set aside in response to a legal process. You agree that we may honor a legal process which is served personally, by mail or e-mail, or facsimile transmission, at the Bank’s designated locati on for Service of Legal Process, or served at any of our other Bank locati ons.

Secti on 12.28 Limit on Time to Sue or File for Judicial ReferenceAn acti on or proceeding by you to enforce an obligati on, duty, or right arising under this Agreement or by law or otherwise must be commenced within one (1) year aft er the cause of acti on occurs.

Secti on 12.29 New Account Verifi cati on We may use third party services to verify and obtain informati on regarding your previous banking relati onships. We may also report the status, history and/or closure of your account to such third party services.

Secti on 12.30 Noti cesAny writt en noti ce you give us should be sent to the Center where you maintain your account, unless we have designated a diff erent address (such as in connecti on with our cash management services). Noti ces sent elsewhere may be delayed or may not reach the correct offi ce. Any writt en noti ce is eff ecti ve only when we actually receive it at the correct offi ce and we have had a reasonable ti me thereaft er to act on it.Any writt en noti ce we give you is eff ecti ve when deposited in the United States Mail, postage paid, and addressed to you at your statement mailing address. Noti ce to any one owner of an account is noti ce to all owners of the account.

Secti on 12.31 Obtaining Account Informati onThe types of informati on provided, service hours and other features may change from ti me to ti me without noti ce. Please note that balance informati on may not refl ect recent transacti ons, and may include funds that are not available for immediate withdrawal. We assume no responsibility if our telephone informati on service becomes unavailable for any reason.

Secti on 12.32 Opening Additi onal AccountsWe may, at our discreti on, open additi onal accounts upon your telephone, writt en, or online instructi ons. These accounts must be ti tled the same as the account previously established and maintained by you.

Secti on 12.33 Other Agreements Other agreement(s) which you may have with us may, by their terms, supersede this Agreement in whole or in part. For example, if you are a governmental unit or a business customer, certain provisions of your other agreements with us (e.g., involving cash management services) may supersede some of the terms of this agreement, to the extent that they are inconsistent. You may also enter into a separate safe deposit agreement that may supersede some of the terms of this agreement to the extent they are inconsistent.

Secti on 12.34 Overdraft sIf you do not have suffi cient available funds on deposit to cover the amount of a check or transacti on (e.g., an automati c payment, ATM withdrawal, or other electronic transfer), we may return the check or reject the transacti on without payment. However, we may elect, at our sole discreti on, to create an overdraft by paying the check or permitti ng the transacti on. Either way, there will be a service fee for each item or transacti on with excepti ons for ATM or one-ti me debit card transacti ons on consumer accounts. See Banking Products and Services secti on for more informati on on Non-Suffi cient Funds and Overdraft charges. For a foreign returned check, we may add an additi onal correspondence fee. Note: If you make a deposit on the same day that an item, service charge or transacti on creates an overdraft (a “temporary” or “intraday overdraft ”), we may charge the fee for the overdraft since the covering deposit may not be posted unti l the end of the business day. In some cases (e.g., deposits received aft er our processing cut-off hour), the deposit may not be deemed received unti l the next business day.If we permit an overdraft or otherwise allow your account balance to drop below zero, you agree to pay the amount of the overdraft promptly, without noti ce or demand from us. We have no liability for returning checks for insuffi cient or uncollected funds, even if the lack of charges against your account (such as checking account or overdraft service charges) or from exercising our right of set-off or from our honoring a garnishment or other legal process.We may determine whether your account contains suffi cient available funds to pay a check or other transacti on at the ti me aft er we receive the check.Each account owner is jointly and individually responsible for paying any overdraft s created by any authorized signer(s) or party to the account, whether or not the owner parti cipates in the transacti on or benefi ts from its proceeds. You agree that subsequent deposits and other credits to the account may be used to sati sfy an overdraft , regardless of the source of such deposit including, without limitati on, Exempt Funds; see Secti on 2.3.Our payment of any checks or allowance of transacti ons that create overdraft s in no way obligates us to conti nue that practi ce at a later ti me. We may disconti nue permitti ng overdraft s without cause or noti ce to you.We discourage the practi ce of overdrawing accounts. With approved credit, you can protect your account from most returned checks and overdraft fees through our overdraft protecti on plan. If you would like an applicati on for this plan, call or visit any of our Centers.

Secti on 12.35 Order of Payments/NSF ChargesWe may process your checks, ATM transacti ons, ACH transacti ons, point-of-sale payments and other transacti ons in any order we choose. For consumer accounts (e.g., accounts for personal, family or household purposes), we generally pay checks in serial number sequence each night, rather than in the order in which they are presented; and for business accounts, we generally pay larger checks fi rst each night, rather than the order in which they are presented. However, we are not obligated to pay checks in the order noted in the preceding sentence, and we may change the order in which we process your transacti ons without prior noti ce to you. Please note that paying larger checks fi rst can result in increased fees. In additi on, we always reserve the right to post transacti ons that are payable to us fi rst, and we generally pay over-the-counter checks before other checks. If you want to avoid nonsuffi cient fund (NSF) charges and the possibility of returned items, you should ensure that your account contains suffi cient collected funds for each of your transacti ons.If your account is a business account, and you would prefer the Bank to pay checks in a serial number sequence instead of paying larger checks fi rst, then you must affi rmati vely so noti fy the Bank, by providing the Bank with reasonable advance noti ce, through contacti ng us in person or writi ng to Citi zens Business Bank, Att n: Center Operati ons Support, 9337 Milliken Avenue, Rancho Cucamonga CA 91730. As noted above, while we will generally seek to follow your instructi ons with respect to payment order, we are not obligated to do so, and we may change the order in which we process your transacti ons without prior noti ce to you.

Secti on 12.36 Photocopies If a photocopy of a check that appears to be drawn on your account is


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presented to us for payment in place of the original, we may pay the photocopy if it is accompanied by a representati on from another fi nancial insti tuti on that the original check has been lost or destroyed. We will not incur any liability if the original check is later presented to us and we pay it, unless a stop payment order is in eff ect for the check.

Secti on 12.37 Postdated (Future Dated) Checks Unless you provide your Center of account with a writt en postdated check order which describes a postdated check with reasonable certainty - including EXACT AMOUNT (dollars and cents), account number, check number, check date, and payee name - we may pay or return the check at our discreti on. If you provide us with a postdated check order in a ti me and in a manner which aff ords us a reasonable opportunity to act on it, we will not pay the check and may return it marked “payment stopped,” “postdated” or otherwise if it is presented to us prior to the date indicated in the order (up to twelve (12) months from the date of the order). Aft er twelve (12) months, however, an order is no longer eff ecti ve and must be renewed. We may impose a fee for each order. See the Banking Product and Services Informati on documents.

Secti on 12.38 Power of Att orneyYou should noti fy us in advance if you plan to create a power of att orney involving your account. We will advise you if we will be able to recognize and act upon a power of att orney. If we honor a power of att orney, the person you designate to act for you, the “att orney in fact,” is an authorized signer under this Agreement. All owners of a jointly held account must act together when you wish to authorize a person to act for you under a power of att orney.We may act on the instructi ons of an att orney in fact whether or not the att orney in fact relati onship is noted in the instructi on (e.g., on any check signed by the att orney in fact). You can revoke your power of att orney by sending a writt en noti ce to us. We assume no duty to monitor the acti ons of your att orney in fact to ensure that he or she acts for your benefi t.

Secti on 12.39 Presentati on of Certi fi cateWe may waive or require the presentati on of certi fi cates for withdrawals or other transacti ons involving COD accounts.

Secti on 12.40 Privacy The terms of our Privacy Noti ce are incorporated herein by reference, as that Privacy Noti ce and may be amended or renamed from ti me to ti me. Your maintenance and use of your account(s) will evidence your agreement to the terms and conditi ons of our Privacy Noti ce in eff ect at the ti me. You may also view a copy of our Privacy Noti ce on our website (www.cbbank.com) or ask us for a copy by calling us at 888.222.5432 (toll-free) or by writi ng to us at Citi zens Business Bank, P.O. Box 51-400, Ontario, CA 91761.Any phone number you provide us is considered to be your private number. We may call this/these number(s) and leave voicemail messages, which may include informati on about your account. Regardless of who receives these voicemail messages they are considered received by you. Accordingly, you should maintain very close control over your voicemail system and the related security codes, and you hereby waive any privacy or security claims related to our use of your personal voicemail for message purposes.

Secti on 12.41 Relati onship Unless otherwise expressly agreed in writi ng, our relati onship with you is that of debtor and creditor. No advisory, fi duciary, quasi-fi duciary, or other special relati onship exists between you and us. We owe you a duty of ordinary care. Any internal policies we maintain are solely for our own purposes and do not impose a higher standard of care than otherwise would apply by law without such policies or procedures.

Secti on 12.42 Returned Checks/Transacti onsIf we are noti fi ed that a check you cashed or deposited is being returned unpaid, we may:

• att empt to reclear the check• place a hold on the funds in questi on (see “Funds Availability”) or• charge your account for the amount (and any interest earned on it),

whether or not the return is proper or ti mely. This also applies to checks drawn on us which are not paid for any reason, and to checks that are returned to us in accordance with any law, regulati on or rule (including a clearinghouse rule). We may assess a fee for each returned check and noti fy you of the return orally, electronically, or in writi ng. If you do not have suffi cient funds to cover a returned check, we may overdraw your account and assess an overdraft fee. See Banking Products and Services, General Fees for more informati on.

If we receive an affi davit or a declarati on under penalty of perjury stati ng that an endorsement on a check deposited to your account is forged (or that the check contains an alterati on), we may charge the check back against your account or place a hold on the funds pending an investi gati on, without prior noti ce to you. We are under no duty to assess the ti meliness of such a claim, to questi on the truth of the claim, to assert any other defense, or to noti fy you of our acti ons ahead of ti me. We will have no liability for wrongful dishonor if the debit to your accounts results in insuffi cient funds to pay other checks or transacti ons.

Secti on 12.43 Right of Set-Off ; Security Interest We may set-off funds in your account for any direct, indirect and/or acquired obligati ons that any owner (including each partner in a partnership account) owes us, to the fullest extent permitt ed by law and regardless of the source of the funds in the account. You grant us a fi rst priority security interest in your account for amounts owing to us by any owner. We may do this even if the withdrawal results in an interest penalty, overdraft fee or other fee or the dishonor of checks. This provision does not apply to IRA or tax-qualifi ed reti rement accounts, to certain consumer credit card obligati ons or to certain cases where the debtor’s right of withdrawal arises only in a representati ve capacity; to the extent the law restricts such applicability.

Any legal process is subject to our prior security interest and right of set-off .

Secti on 12.44 Severability The relati onship between you and Citi zens Business Bank is governed primarily by this Agreement, but it is also governed by the laws of the State of California and by Federal law. If any part of this Agreement is in confl ict with such laws or is otherwise declared to be invalid or unenforceable, that part will not aff ect the validity of any other provisions.

Secti on 12.45 Stale-Dated Checks You agree that we may at our discreti on either pay or reject a check which is presented to us for payment more than six (6) months aft er its date (a “stale-dated” check), even if the presentati on occurs aft er the expirati on of a stop payment order. We normally do not examine the date on checks presented for payment. You agree that we are not required to identi fy stale-dated checks or to seek your permission to pay them.

Secti on 12.46 Statements; Noti ces and Checks If we send you periodic statements showing account acti vity, balances, and charges assessed, you must promptly and carefully review them to determine if any errors exist. You agree to noti fy us immediately of any error, discrepancy, or unauthorized transacti on you discover on any statement, noti ce or check. You agree that you are in the best positi on to discover an unauthorized signature or endorsement or alterati on. If you are a business, you agree to have at least two (2) persons review your statements and returned checks. We may deny a claim for monetary loss due to forged, altered or unauthorized checks if you fail to follow these procedures.We normally mail your statements to the last address listed with us for your account. You may change the address for Bank statements at any ti me and we may act on any such instructi on that is sent in your name or that purports to be sent by you or on your behalf. Statements sent to any of you are deemed to be received by all of you. If you do not receive your statement by the date you usually receive them, noti fy us immediately.If you ask us to hold your statements or noti ces for you, we may mail them to you or destroy them if you do not pick them up within thirty (30) days. If we hold your statements at your request or because you have failed to provide us with a current address, the statements are deemed delivered to you when they are prepared (for held statements), when mailed (for returned mail), or when otherwise made available to you. We may hold statements if the Post Offi ce


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tells us that your mail is undeliverable. At our discreti on, we may destroy mail which is returned to us or which we determine to be undeliverable.As used in this secti on, “statements” includes noti ces and other disclosures, whether sent by mail, electronically or otherwise.If you have elected not to receive copies of cancelled checks with your statements, you are nonetheless required to look over your statements carefully for any forged signatures or alterati ons or other problems. If you have any questi ons about a parti cular check, you can ask for the cancelled check, and we will mail it (or a legible copy) to you. Upon request, we will provide three (3) cancelled checks or copies from each statement without charge.You must mail or deliver all noti ces to us in writi ng at the Center(s) where you maintain your account(s) or at such other address(es) as we designate (e.g., in connecti on with cash management services). Noti ces sent elsewhere may be delayed or may not reach the correct offi ce.

Secti on 12.47 Stop Payment OrdersAny owner or authorized signer on your account may request us to stop payment on a check or transacti on. Your stop payment order must include the account number against which the item is drawn, the exact check number, the EXACT AMOUNT (dollars and cents), check date, and payee name. We are not liable for paying a check over a stop payment order if the order is incomplete or incorrect or if we do not receive it at a ti me and in a manner which aff ords us a reasonable opportunity to act on it.There is a per-item charge for each stop payment order. Stop payment orders are valid for twelve (12) months. Aft er that ti me, we may pay the check and charge it to your account unless you renew the stop payment order in writi ng for an additi onal fee.Stop payment orders should be in writi ng. We are not required to accept oral stop payment orders. Any oral stop payment order must be confi rmed in writi ng. If we do not receive writt en confi rmati on of an oral stop payment order within fourteen (14) days, we may release the stop payment. You agree that our records are conclusive evidence of the existence, details of, and our decision regarding any oral stop payment order or its revocati on.You may not stop payment on electronic point-of-sale debit card transacti ons, offi cial checks, or checks or payments we have guaranteed. Under certain circumstances, however, you may be able to claim a refund on a lost, stolen, or destroyed offi cial check ninety (90) days following the date of its issuance.Please note that electronic stop payment requests (through our automated telephone or electronic banking system) may not be eff ecti ve in stopping the payment of checks that have been posted to, but not fi nally paid from, your account on the preceding day. In order to ensure that those checks are not paid, you must contact one of our customer representati ves in person, by telephone or in writi ng within one hour aft er we open on the day following the day we post the items to your account. Online stop payments requests made through one of our electronic access services must follow the procedures we establish for those services. You are responsible for performing a search to determine that a check has not yet been paid prior to placing a stop payment request on that item. From ti me to ti me, the online system may be inoperable. If that occurs, you may transmit stop payment orders by phone or in person. You also should contact a representati ve if you wish to stop the payment of a check that has been converted to an electronic transacti on by a merchant.You agree to defend and hold us harmless from all acti ons, claims, and damages related to or arising from our acti on in stopping payment on any check pursuant to your stop payment order. If we wrongfully pay a check over a valid and ti mely stop payment order, we will be liable for your damages. However, the burden of showing the fact and amount of loss would be on you. If you ask us to recredit your account for the amount of the check, we may require you to sign over to us all of your rights against the payee or other holder of the check and to assist us in any acti on against any person who has liability on the check or the underlying transacti on.

Secti on 12.48 Subaccounts For accounti ng and reserve purposes, we divide checking accounts into two subaccounts: a checking subaccount and a savings subaccount. If your checking account earns interest, we pay the same interest rate on both subaccounts. If your checking account does not earn interest, no interest

is paid on either subaccount. In either case, your account will conti nue to operate, from your perspecti ve, as one account. We may establish a threshold for the balance maintained in the checking subaccount and may transfer funds periodically from one subaccount to the other to meet that threshold and cover transacti ons against your account. Your account statements will not refl ect the existence of the subaccounts, and our periodic reallocati on of funds between subaccounts will not aff ect your ability to withdraw funds, the interest rate (if any), fees, FDIC insurance coverage, or other features of your checking account.

Secti on 12.49 Subpoenas and Other Record RequestsYou agree that if any private party or governmental authority requests informati on about you or your account pursuant to a valid court order, discovery request, subpoena or similar demand that appears enforceable on its face, we may comply with such request and you agree to reimburse us for the costs of such document or informati on retrieval and delivery at our then-current rates. See the Banking Product and Services Informati on documents.

Secti on 12.50 Telephone Instructi onsWe reserve the right to accept or reject telephonic instructi ons from you in connecti on with your account. You agree that our understanding of instructi ons and our records shall be conclusive evidence of the actual instructi ons given. We are not required to accept instructi ons or permit withdrawals by telephone, and this does not consti tute an agreement by us to do so. Telephone transacti ons involving certain accounts are also subject to transacti on limits. See Secti on 3.1 and the Banking Product and Services Informati on documents.

Secti on 12.51 Telephone and Electronic Communicati on Monitoring/RecordingWe someti mes monitor telephone conversati ons and electronic communi-cations for quality and control purposes. We usually do not record conversati ons without noti ce to you. You acknowledge and agree on behalf of yourself, your employees, and your agents that we may monitor and record telephone conversati ons at any ti me without further noti ce to the parti es to such conversati ons.

Secti on 12.52 Terminati on/Closing Your AccountAny authorized signer(s) may close your account at any ti me, with or without cause. We are not required to provide noti ce of such closure to the other authorized signers on the account. We may automati cally close your account if the account balance is zero.We may terminate your account relati onship with us at any ti me, with or without cause, by giving oral or writt en noti ce to any of you. You agree that any noti ce of terminati on by us is reasonable if it is mailed to your statement mailing address at least ten (10) calendar days prior to the date of terminati on.If the funds are not withdrawn, we may send a check for the net collected account balance, payable to any of you, at our discreti on, at the last address we have on fi le for the account. Thereaft er, the funds will stop earning interest, even if the check is returned or remains uncashed for any reason.We may impose a charge on certain accounts if they are closed within the fi rst three months. See the Banking Product and Services Informati on documents.Any terminati on (by you or by us) will not release you from any fees or other obligati ons incurred before the terminati on, those incurred in the process of closing your account or your liability for outstanding checks.We may dishonor any check or transacti on presented for payment aft er an account is closed by you or by us, without liability for wrongful dishonor. At our sole discreti on, we may honor checks and orders presented or occurring aft er an account is closed if we have guaranteed the transacti on to third parti es (e.g., under a check guarantee or as part of an electronic fund transfer arrangement) or if you fail to give us a ti mely stop payment order for any outstanding checks. You remain responsible for such checks and transacti ons, which we may at our discreti on, treat as overdraft s.

Secti on 12.53 Transfers/Assignments Unless we have otherwise agreed in writi ng, all accounts are non- transferable and non-negoti able. You may not grant, transfer, or assign any of your rights


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to an account without our prior writt en consent. We are not required to accept or recognize an att empted assignment of your account or any interest in it, including a noti ce of security interest.

Secti on 12.54 USA Patriot ActIMPORTANT INFORMATION ABOUT OUR PROCEDURES FOR OPENING AN ACCOUNT. To help government fi ght the funding of terrorism and money laundering acti viti es, Federal law requires all fi nancial insti tuti ons to obtain, verify, and record informati on that identi fi es each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth and other informati on that allow us to identi fy you. We may also ask to see your driver’s license or other identi fying documents.

Secti on 12.55 WaiverWe reserve the right to waive the enforcement of any term of this Agreement with you with respect to any transacti on(s). Any such waiver would not aff ect our right to enforce any of our rights with respect to any later transacti on(s) and would not modify the terms of this Agreement.

Secti on 12.56 Unlawful Internet GamblingUNLAWFUL INTERNET GAMBLING TRANSACTION PROHIBITED. If you are a commercial customer you certi fy that you are not now engaged in, and during the life of this Agreement will not engage in, any acti vity or business that is unlawful under the Unlawful Internet Gambling Enforcement Act of 2006, 31 USC 5361, et seq., (UIGEA). You may not use your account or any other service we off er to receive any funds, transfer, credit, instrument or proceeds that arise out of a business that is unlawful under the UIGEA. You agree that if anyone asks us to process a transacti on that we believe is restricted under the UIGEA, we may block the transacti on and take any other acti on we deem reasonable under the UIGEA and this Agreement.

Secti on 12.57 Compromised AccountsWe reserve the right to require you to close your account if any fraudulent acti vity is detected or your account number is otherwise compromised.

Secti on 12.58 Remotely Created Checks (RCC)You may not deposit Remotely Created Checks (items not bearing the maker’s signature, but purporti ng to be authorized by the maker) to an account with us without our prior, express writt en consent. If you do so, you agree that we may withhold a porti on of the proceeds of such draft s in a non-interest bearing reserve account, in an amount that we believe may be needed to cover future charge-backs, returns, and/or claims that such draft s were unauthorized. You grant us a security interest in the reserve account. Our right to charge your account for returned demand draft s is not limited by the balance or existence of any reserve. Our rights with respect to the reserve, as well as the security interest granted to us, shall survive the terminati on of this agreement. We may at our discreti on disconti nue accepti ng RCCs at any ti me without prior noti ce. We may charge a fee for depositi ng RCCs.

Secti on 12.59 Money Services Business (MSB)Money Services Businesses (MSB) are enti ti es that issue, sell or redeem Money Orders, Travelers Checks, or pre-paid cards, transmit money, off er check cashing services, or deal or exchange currency and require additi onal account oversight. You agree to establish a reserve account, in an amount that we believe may be needed to cover future charge-backs, returns, and/or claims that such checks/draft s, cashed or deposited by you, were unauthorized. You grant us a security interest in the reserve account. Our right to charge your account for returned checks cashed or deposited by you is not limited by the balance or existence of any reserve. Our rights with respect to the reserve, as well as the security interest granted to us, shall survive the terminati on of this agreement.

ARTICLE 13. WIRE AND OTHER FUND TRANSFERSSecti on 13.1 Payment OrdersThe following provisions apply to payment orders governed by Division 11 of the California Commercial Code (e.g., wire transfers, telephone transfers, and ACH transacti ons involving business accounts). They do not apply to

the transacti ons described in the “Electronic Fund Transfers” secti on of this Agreement or to payments by check, draft or similar instrument. If you have a separate agreement with us with respect to payment orders, the terms of that agreement will supersede any confl icti ng terms in this Agreement.

Secti on 13.2 Processing OrdersAt our discreti on, we may process your payment order to transfer funds to another account with us or to an account maintained with another fi nancial insti tuti on. We reserve the right to reject any payment order without cause or prior noti ce, and may noti fy you of the rejecti on orally, electronically or in writi ng. You agree not to violate the laws of the United States, including without limitati on, the economic sancti ons administered by the U.S. Treasury’s Offi ce of Foreign Assets Control.

Secti on 13.3 Cut-Off Hours Our processing hours for payment orders vary based on locati on, transacti on type and other factors. Informati on about our processing hours is available upon request. We may process any payment order we receive aft er our processing cut-off hour on our next funds transfer business day.

Secti on 13.4 Payment Order AccuracyYou must accurately describe the benefi ciary of your payment order and the benefi ciary’s fi nancial insti tuti on. You acknowledge that if you describe the benefi ciary, benefi ciary bank, or intermediary bank inconsistently by name and number, we and other insti tuti ons may process the transacti on solely on the basis of the number, even if the number identi fi es a person or enti ty diff erent from the named benefi ciary or fi nancial insti tuti on. If you give us a payment order that is erroneous in any way, you agree to pay the amount of the order whether or not the error could have been detected by any security procedure we employ. We may also process incoming fund transfers based on the account number, rather than on any inconsistent name refl ected in the payment order.Foreign transfers may be subject to delays, changes in foreign currency exchange rates, and charges imposed by other fi nancial insti tuti ons. A porti on of those charges may be shared with us. You represent that you are authorized to make this request and understand that the Bank cannot guarantee ti mely delivery or applicati on of the funds.

Secti on 13.5 Cancellati on and Amendment of Payment OrdersYou do not have a right to cancel or amend any payment order aft er we receive it. Although we may att empt to act on any amendment or cancellati on request you make (e.g., if it is received in ti me and manner which permits us to do so), we assume no responsibility for failing or refusing to do so, even if we would have aff ected the change or cancellati on. You agree to indemnify, defend and hold us harmless from any loss, damage, claim, acti on, and liability that results, and any charges and costs we incur, in connecti on with any request by you to amend or cancel a payment order.

Secti on 13.6 Unauthorized Payment OrdersWe may process any payment order we believe is transmitt ed or authorized by you if we act in compliance with a security procedure agreed upon by you and us. Such payment orders will be deemed eff ecti ve as if made by you, and you will be obligated to pay us in the amount of such orders, even though they are not transmitt ed or authorized by you. Unless we agree on another security procedure, you agree that we may confi rm the authenti city and content of payment orders (among other ways) by placing a call to any of you. If we cannot reach you, or if the payment order is not confi rmed or approved in the manner we require, we may refuse to execute the payment order.

Secti on 13.7 Noti ce of ErrorsYou agree to review all statements and noti ces promptly to confi rm the accuracy and authorizati on of each payment order. You will noti fy us immediately if there is any discrepancy between your payment order and any confi rmati on or statement of account, or if you discover any other problem with respect to a transfer. You must send a writt en noti ce to us of the discrepancy or other problem, including a statement of the relevant facts, within a reasonable ti me (not to exceed fourteen (14) days from the date you fi rst discover the problem or receive a statement or noti ce refl ecti ng the problem, whichever occurs fi rst) and you agree that you will be barred from bringing a claim against us if you fail to do so.


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Secti on 13.8 Limitati on of LiabilityOur liability for any act or failure to act shall not exceed any direct resulti ng loss, if any, which you incur and payment of interest. Unless otherwise required by law, we will not be liable for any consequenti al, indirect or special damages that you incur in connecti on with payment orders, even if we are aware of the possibility for such damages.

Secti on 13.9 Validati ng Payment Order Instructi ons You should NEVER rely solely on an email when receiving payment instructi ons. Cybercriminals are compromising email accounts to send wire instructi ons that appear to come from company executi ves, vendors or customers. Failure to employ strong internal security controls and callback procedures when initi ati ng payments can signifi cantly impact your business, your customers, and your reputati on. Make it a point to confi rm payment instructi ons directly with the sender.

ARTICLE 14. WITHHOLDING OF INCOME TAXUnless you are exempt under Federal law, we are required by law to report to the Internal Revenue Service (IRS) all dividends, interest, and certain other payments to you, along with your Taxpayer Identi fi cati on Number (TIN). The IRS uses the TIN for identi fi cati on purposes.If you fail to supply us, under penalty of perjury, with your correct TIN, we are required by law to withhold a specifi ed percentage of your taxable interest, dividends, and certain other payments (this is referred to as “backup withholding”). For most individual taxpayers, the TIN is the person’s Social Security Number. We must receive your TIN even if you do not have to fi le a tax return. You must also certi fy that you are not subject to backup withholding. We may withhold the applicable amount from each reportable payment made to you on any account if:

• you fail to supply us, under penalti es of perjury, with your correct TIN• you fail to provide us with the required certi fi ed informati on• the IRS instruct us to withhold, or• the IRS noti fi es you that you are subject to backup withholding

We may refuse to open, and we may close, any account for which you do not provide a certi fi ed TIN, even if you are exempt from backup withholding and informati on reporti ng. To avoid possible erroneous backup withholding, an exempt payee should furnish its TIN and indicate on the signature card that it is exempt.A nonresident alien or foreign enti ty not subject to informati on reporti ng must certi fy its exempt status on the signature card and complete the appropriate Certi fi cate of Foreign Status of Benefi cial Owner for United States Tax Withholding, IRS Form (W-8BEN), or Certi fi cate of Status of Benefi cial Owner for United States Tax Withholding and Reporti ng (Enti ti es), IRS Form (W-8BEN-E). Nonresident alien individuals and enti ti es must certi fy their exempt status every three (3) years (or earlier upon request) to avoid backup withholding. You agree to noti fy us immediately, in writi ng, if your foreign status changes. You may be subject to civil and criminal penalti es if you fail to provide us with a correct TIN or if you falsify withholding informati on. For additi onal informati on on interest reporti ng and withholding, contact your tax advisor or the IRS.

ARTICLE 15. TIPS FOR GOOD BANKINGSecti on 15.1 Automated Teller Machine (ATM) and Night Depository SafetyYou agree to exercise discreti on when using an ATM and night depository. If there are any suspicious circumstances, do not use the ATM or night depository. Refer to Secti on 9.10.

Secti on 15.2 Avoiding Fees and ChargesYou may avoid fees and charges to your account by keeping an accurate record of your account balance. Your statement provides space for you to balance your statement periodically. If you need help balancing your account we will be pleased to assist you, but we may charge a fee for the service. Please remember to record any transacti on you made at any ATM or any “point-of-

sale” (debit card) transacti on and any automati c payment from your account. Date each check you write with the date you write it rather than writi ng a later date (“postdati ng”). When you write a check make sure that you have suffi cient collected funds on deposit in your account or credit available to pay the check when it is presented. Do not rely on “fl oat” before you make a covering deposit because checks are oft en collected very quickly.If you want to avoid non-suffi cient fund (NSF) charges and the possibility of returned items, you should ensure that your account contains suffi cient collected funds for each of your transacti ons.

Secti on 15.3 Safeguard Your ChecksRemember that your checks provide access to your account. Even blank checks have informati on on them which can be used to obtain funds from your account. Please keep your check supply in a safe place and let us know immediately if any check is lost or stolen. We may not be liable to you if you negligently fail to protect your checks and as a result funds are paid from your account improperly. Destroy any checks which you are not going to use.

Secti on 15.4 Write Checks CarefullyMake sure your numbers are readable and that they begin as far to the left side of the line as possible so that additi onal numbers cannot be easily inserted. Sign your checks clearly, as illegible signatures are more easily forged. We may not be liable to you if you negligently write your checks, and, as a result, funds are paid from your account improperly.

Secti on 15.5 Review Your Statement Properly and TimelyAlways review your statements promptly, including any debits and credits posted to your account, which can include paid checks, deposits, and electronic transacti ons (ACH, wire transfers, ATM, etc.). Report irregulariti es to us at once. Failure to review your statement and report errors or unauthorized acti vity within the ti me established by law or your agreement with us could relieve us from responsibility for any losses you may incur.If someone other than you reviews your statements, you must sti ll review the statement yourself to look for improper or unauthorized signatures on checks, missing signatures, alterati ons, forged endorsements, overpayments, checks out of sequence, or other irregulariti es, because you are responsible for the wrongful acts of your employees and agents. If you are conducti ng business, it is even more important to review each statement yourself or have more than one employee review each statement to avoid fraud.

ARTICLE 16. QUESTIONS OR COMMENTSIf you have any questi ons or comments, you can contact us at:Citi zens Business BankP.O. Box 51-400 Ontario, CA 91761 888.222.5432

Note: The fees, rates and benefi ts described in the CBB Disclosure Informati on and Agreement and in the accompanying Banking Product and Services Informati on documents were current as of the stated eff ecti ve date, but are subject to change. You can obtain current informati on by calling any of our Centers. Prices listed are subject to sales tax wherever applicable.


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Treasury Management Agreement | 110.1.19 PROOF v5

TREASURY MANAGEMENT SERVICES AGREEMENTThis Agreement (“Agreement”) sets forth the terms of the Treasury Management services (the “Services” or “Service”) off ered by Citi zens Business Bank (“we”, “us”, “our” or “the Bank”). By applying for any service, you agree to be bound by this Agreement. For purposes of this Agreement, “you” or “your” includes the Principal or Owner executi ng this Agreement and any user under this Agreement or who uti lizes any Services governed by this Agreement. Your use of any Service will be additi onal evidence of your agreement to its terms. We will let you know when the Services you request become available. If you request additi onal Services in the future, they will be governed by this Agreement, unless we advise you otherwise.

Getti ng EstablishedFiserv Services User Security Level for Business Online Banking Security Level for Bill PaymentRisk of Unauthorized Access Awareness and Miti gati onTreasury Management ServicesAccount Informati on ServicesE-Statements Paperless StatementsOnline Reconcilement ServicesCheck Positi ve Pay ServicesACH Positi ve Pay - ACH Filter ServiceBill Payment ServiceBill Payment Consolidati onRemote Deposit Capture/Image Cash Lett erReserve AccountElectronic Data Interchange ServiceFunds Transfer ServiceLockbox ServiceMobile Banking ServiceImage ServiceStop Payment ServiceSmart Safe Advanced Credit ServiceTax Payment Service Overdraft sCash Vault ServiceCredit Sweep ServiceCorrespondent Check CashingZero (Target) Balance Account ServiceAdditi onal ServicesGeneral Provisions

GETTING ESTABLISHED1. Equipment and Soft ware. You are responsible for obtaining and maintaining any equipment that is necessary for the Services, such as telephones, terminals, modems and computers. You agree to use equipment that is compati ble with our programs, systems and equipment, which we may change from ti me to ti me. We assume no responsibility for the defects or incompati bility of any computers or soft ware that you use in connecti on with the Services, even if we have previously approved their use.Except as otherwise provided in this agreement, neither we nor our suppliers or vendors make any warranty, express or implied, in law or in fact, including but not limited to any implied warranty of fi tness for a parti cular purpose or of merchantability, with respect to the services or any computer programs, equipment or soft ware (collecti vely “Equipment”). You agree to noti fy us promptly if any Equipment we provide to you becomes defecti ve. Our sole responsibility (if any) in such instances will be to replace or repair the defecti ve Equipment. We do not warrant that the Equipment provided to you will be error free or that the Services will be uninterrupted.You agree to comply with the terms of any soft ware license provided to you in connecti on with the Services. You may not transfer, distribute, copy, reverse compile, modify or alter such soft ware. Unless otherwise agreed by us in writi ng, the Equipment, Service guides, security procedures, and systems provided to you in connecti on with a Service represent our

proprietary property and must be returned to us upon request. We and/or our suppliers retain all right, ti tle and interest in and to the intellectual property rights associated with the Services and the Equipment. Your license to use Equipment will end with the terminati on of this Agreement or upon our earlier noti ce to you. You may only use the Equipment in connecti on with your use of the Services. You may not use or move the Equipment outside the United States without our writt en consent.2. Administrator. Online Banking services can be accessed through cbbank.com from the Account Login dropdown menu. Please be advised that the Online Banking Services provided to you may include use of the following: (i) Q2 Business Online Banking Services (“Q2 Services”), by selecti ng “CBank Online Banking” from Account Login, and/or (ii) Fiserv Business Online Banking Services (“Fiserv Services”), by selecti ng “Business Online Banking” from Account Login, and the determinati on of which one will be at the sole discreti on of the Bank. Depending on the Services used, which the Bank can identi fy for you upon request, you will be subject to the applicable provisions below regarding the Appointment of an Administrator.2.1 Appointment of Administrator: Fiserv Services. As a Principal or Owner, you must appoint at least one individual (an “Administrator”) for certain Fiserv Services with the authority to determine: (a) who will be authorized to use the Fiserv Services and further (b) who will be authorized to transact on accounts on your behalf. To clarify, a Fiserv Services Principal/Owner can assign Fiserv Services Administrators and add accounts to Fiserv Services, and a Fiserv Services Administrator can assign users access to accounts within the Fiserv Services. A Fiserv Services Administrator (“FS Admin”) cannot add other Administrators to a Fiserv Service. The FS Admin can establish separate Credenti als for you and each user at a level lower than an Administrator, and establish limits on each user’s authority to access informati on and conduct transacti ons. You are strongly encouraged to use these controls to help reduce losses or damages that may arise out of improper or unauthorized use of a Fiserv Service by designated users and others. You assume sole responsibility for the acti ons of the FS Admin, the authority he or she gives others to act on your behalf, and the acti ons of the persons designated by the FS Admin to use the Fiserv Services. We strongly recommend that you uti lize online banking transacti on initi ati on and approval controls to impose a dual control environment in connecti on with the creati on and transmission of check issuance data, bill payments, wire transfers, ACH transacti ons and other payment instructi ons. Users should keep their Credenti als confi denti al and never share with anyone else.Fiserv Business Online Banking User Security Level for Business Online Banking / Security Level for Bill Payment. You will need to designate which Fiserv Services will be uti lized and the accounts that will be uti lized for each Fiserv Service. If you designate an account that requires more than one (1) signature for the withdrawal or transfer of funds by check or other form of presented document, it is agreed that, with respect to any online banking Fiserv Services provided pursuant to this Agreement, we may act upon any Fiserv Service instructi on that is accompanied by the Credenti al designated by you or the FS Admin for that account and the Fiserv Service in questi on. Note: This may mean that we will act upon the instructi on of only ONE (1) person (e.g., to wire funds, transfer funds, or originate ACH transacti ons), even though the signature card for the account in questi on requires two (2) or more signatures on checks or withdrawals. As long as an instructi on is accompanied by the designated Credenti als, the transacti on will be deemed authorized by you.2.2 Appointment of Administrator: Q2 Services Applicable Provision. As a Principal or Owner, you must appoint at least one individual for certain Q2 Services (a Q2 Administrator, or “Q2 Admin”) with the authority to determine who will be authorized to use the Q2 Services on your behalf. Your Q2 Admin can establish separate Credenti al(s) (described in Secti on 4) for you and each user, as well as limits on each user’s authority to access informati on and conduct transacti ons. Your Q2 Admin also can empower other users with equal authority (in which case, they will also be considered Q2 Administrators). You are strongly encouraged to use these controls to reduce losses or damages that may arise out of improper or unauthorized use of a Q2 Service by designated users and others. You assume sole responsibility for the acti ons of your Q2 Admin(s), the authority he or she gives others to act on your behalf, and the acti ons of the persons designated by the Q2 Admin to use the Q2 Services. We strongly recommend that you impose a dual control


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2 | Treasury Management Agreement 10.1.19PROOF v5

environment in connecti on with the transmission of check issuance data and payment instructi ons. If you elect not to do so, you acknowledge and agree you are assuming responsibility for acti ng with greater care with respect to your accounts, transacti ons, and statements. Other anti -fraud procedures and safety ti ps are set forth in the Account Agreement and you are urged to review them and determine what anti -fraud and safety procedures are appropriate for you.Q2 Business Online Banking User Security Level for Business Online Banking/Security Level for Bill Payment. You or your Q2 Admin will need to designate which deposit and/or loan accounts will be uti lized for Q2 Service payments and transfers. If your Q2 Admin designates an account that requires more than one signature for the withdrawal or transfer of funds, you agree that we may act upon any Q2 Service instructi on that is accompanied by the Credenti al(s) assigned to a user by you or your Q2 Admin for that account and the Q2 Service in questi on. Note: This may mean that we will act upon the instructi on of only ONE person (e.g. to wire funds), even though the signature card for the account in questi on requires two or more signatures on checks. As long as an instructi on is accompanied by the designated Credenti al(s), the transacti on will be deemed authorized by you. See the Account Agreement with respect to our obligati ons with respect to signatures on checks.

FISERV SERVICES USER SECURITY LEVEL FOR BUSINESS ONLINE BANKING Business Online Banking user access is defi ned by specifi c enti tlements to accounts, acti vity and functi onality. The following User Levels defi ne default maximum enti tlements, which can be restricted based upon user need.Business Online Banking: Level 1 User (Senior Administrator)Full access (1) Can add users. (2) Can enti tle accounts or templates to self and Administrator level or below users. (3) Access to various online modules such as ACH, bill payment and wire transfers. (4) Access accounts to view, search, and/or place stop payments. (5) Initi ate/approve internal transfers, ACH transacti ons, wire transfers and tax payments. (6) Set up, change, and delete templates. (7) Initi ate bill payment transacti ons without additi onal approval (Level 1 Bill Pay User).Business Online Banking: Level 2 User (Administrator)Full access (1) Can add users. (2) Can enti tle accounts to Level 3, 4, 5 and 6 users. (3) Can enti tle templates to Level 4 and 6 users. (4) Access various online modules such as ACH, bill payment and wire transfers. (5) Access accounts to view, search, and/or place stop payments. (6) Initi ate/approve internal transfers, ACH transacti ons, wire transfers and tax payments. (7) Set up, change, and delete templates. (8) Initi ate bill payment transacti ons (Level 2 Bill Pay User) without additi onal approval.Business Online Banking: Level 3 User (Restricted Admin - Supervisor)As specifi ed (1) Cannot add users. (2) Can enti tle accounts to Level 5 and 6 users. (3) Can enti tle templates to Level 4 and 6 users only. (4) Access various online modules such as ACH, bill payment and wire transfers. (5) Access accounts to view, search, and/or place stop payments. (6) Initi ate/approve internal transfers, ACH transacti ons, wire transfers and tax payments. (7) Set up, change, and delete templates. (8) Initi ate bill payment transacti ons (Level 2 Bill Pay User) without additi onal approval. (9) Only Supervisor level and above can approve wire transfers initi ated by a Supervisor user.Business Online Banking: Level 4 User (Supervisor)As specifi ed (1) Cannot add users. (2) Can enti tle accounts to Level 5 and 6 users only. (3) Can enti tle templates to Level 6 users only. (4) Access various online modules such as ACH, bill payment and wire transfers. (5) Access accounts to view, search, and/or place stop payments. (6) Initi ate/approve internal transfers, ACH transacti ons, wire transfers and tax payments. (7) Set up, change, and delete templates. (8) Initi ate bill payment transacti ons (Level 3 Bill Pay User) which requires approval by a user of higher authority. (9) Supervisor level and above can approve wire transfers initi ated by a Supervisor user.Business Online Banking: Level 5 User (Restricted Admin - Employee)As specifi ed (1) Cannot add users or set up, change or delete internal transfers or wire templates. (2) Can access various online modules such as ACH, bill payment and wire transfers. (3) Access accounts to view, search, and/or place stop payments. (4) Initi ate/approve ACH transacti ons and tax payments.

(5) Initi ate internal transfers and wire transfers. (6) Initi ate bill payment transacti ons (Level 2 Bill Pay User) without additi onal approval. (7) Supervisor level and above can approve wire transfers initi ated by an Employee user.Business Online Banking: Level 6 User (Employee)As specifi ed (1) Cannot add users or set up, change or delete internal transfers or wire templates. (2) Can access various online modules such as ACH, bill payment and wire transfers. (3) Access accounts to view, search, and/or place stop payments. (4) Initi ate/approve ACH transacti ons and tax payments. (5) Initi ate internal transfers and wire transfers. (6) Initi ate bill payment transacti ons (Level 3 Bill Pay User) but requires approval by a user of higher authority. (7) Requires Supervisor and above to assign accounts and templates for wire transfer service. (8) Supervisor level and above can approve wire transfers initi ated by an Employee user.

SECURITY LEVEL FOR BILL PAYMENTWhen both Business Online Banking and Bill Payment Service are uti lized, a Bill Payment User Security Level must also be designated for each user. You must designate in writi ng one (1) and only one (1) person (which may be themselves) to fulfi ll the functi on of designated Senior Administrator/Level 1 User.Note: All designated Bill Payment users within the same Business Online Banking profi le will have Bill Payment access to all accounts established with that Business Online Banking profi le.Bill Payment: Level 1 User (Senior Administrator)Full access (1) Can add, change, cancel and approve payments, including automati c payments. (2) Manage billers and electronic bills. (3) Manage payment accounts.Level 1 Users can manage their own informati on and the informati on for all Level 3 Users.Bill Payment: Level 2 UserFull access (1) Can add, change, cancel and approve payments, including automati c payments. (2) Manage billers and electronic bills. (3) Manage payment accounts.Level 2 Users can manage their own informati on and the informati on for all Level 3 Users.Bill Payment: Level 3 UserRestricted access (1) Can add payments, which must be approved by a user of higher authority. (2) Manage billers and electronic bills, but only when there are no pending payments that have already been approved. (3) Manage payment accounts.Level 3 Users can only manage their own informati on.It is your responsibility to understand the capabiliti es built into each Service to prevent unauthorized transacti ons, and to decide which accounts and Services to link to each Credenti als. You should keep in mind the importance of separati on of duti es (i.e., designati ng users with limited or specifi c access and/or authority) as a means of protecti ng yourself against losses or damages. You agree to review the security procedures and determine (based upon the type, frequency and amount of transacti ons you plan to initi ate through the Services) whether they are a commercially reasonable means of protecti on against unauthorized transacti ons and the loss or damage you will suff er from them.3. Accounts. Owner will need to designate certain accounts for specifi c purposes in connecti on with some of the Services. Accounts may be either deposit or loan accounts maintained with the Bank. The Bank reserves the right to restrict or limit access to available accounts. The Service applicati on, modifi cati on request or setup form may list certain accounts that you wish to access with the Services. If it includes the accounts of your parent company, subsidiaries or affi liates, you warrant that those enti ti es have authorized you to access their accounts through the Services in the same manner as your own accounts. You agree to provide us with writt en authorizati on from those enti ti es through use of our Online Authorizati on to Access addendum, which is in a form and substance acceptable to us, evidencing that authority, and to noti fy us immediately in writi ng of any change to that authorizati on. The Online Authorizati on to Access addendum incorporates, supplements and supersedes where inconsistent the Treasury Management Agreement (the “Agreement”) between you and Bank.


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4. Security Procedure and User Guides. We may provide you with one or more numbers, passwords, hard/soft tokens, personal identi fi cati on numbers (PIN) and/or other means of identi fi cati on and authenti cati on (collecti vely “Credenti als”) to access our Services and initi ate payment orders or other transacti ons. We also may provide you with operati ng procedures and user guides (“User Guides”) in connecti on with certain Services. You agree to:(a) comply with the User Guides and procedures that we make available to you; (b) take reasonable steps to safeguard the confi denti ality and security of the Credenti als, the User Guide, and any other proprietary property or informati on we provide to you in connecti on with the Services; (c) limit access to your Credenti als to persons who have a need to know such informati on; (d) closely and regularly monitor the acti viti es of employees who access the Services; (e) noti fy us immediately if you have any reason to believe the security or confi denti ality required by this provision has been or may be breached; (f) immediately change your Credenti als if you know or suspect that the confi denti ality of the Credenti als has been compromised in any way; and (g) review your account balances and transacti ons at least daily and noti fy us immediately if you suspect any unauthorized acti vity. Our security procedures are not designed for the detecti on of errors (e.g., duplicate payments or errors in your funds transfer instructi ons). We will not be obligated to detect errors by you or others, even if we take certain acti ons from ti me to ti me to do so.You agree to change any temporary Credenti als we give you promptly aft er you are given access to the Services for the fi rst ti me and whenever anyone who has had access to any Credenti als is no longer employed or authorized by you to use the Services. For security reasons, you also agree to change the Credenti als you assign to your users on a regular basis, but no less frequently than every thirty (30) days. We may require you to change your Credenti als at any ti me.We may elect to verify the authenti city or content of any order or instructi on by placing a call to any authorized signer on your account or any other person designated by you for that purpose. We may deny access to the Services without prior noti ce if we are unable to confi rm to our sati sfacti on any person’s authority to access the Services or if we believe such acti on is necessary for security reasons.Security tokens are required for use with Business Online Banking when initi ati ng payment orders such as wire transfers and Automated Clearing House (ACH) transacti ons. Opti on #1 is the minimum allowable for transacti on initi ati on. Each successive Opti on provides additi onal log-in authenti cati on and transacti on authorizati on protecti on, but you acknowledge and agree that no Opti on provides complete protecti on against fraud or error.

1. MFA at login (password/challenge questi on). Token required at payment creati on (challenge/response).

2. MFA at login (password/challenge questi on). Token required at payment creati on (digital signature).

3. Token at login (one-ti me password). Token required at payment creati on (challenge/response).

4. Token at login (one-ti me password). Token required at payment creati on (digital signature).

Each ti me you make a transfer or payment with a Service, you warrant that our security procedures are commercially reasonable (based on the normal size, type, and frequency of your transacti ons). Some of our Services allow you or the Administrator to set transacti on limitati ons and establish internal controls. Your failure to set such limitati ons and implement such controls increases your exposure to, and responsibility for, unauthorized transacti ons. You agree to be bound by any transfer, instructi on or payment order we receive through the Services, even if it is not authorized by you, if it includes your Credenti als or is otherwise processed by us in accordance with our security procedures.Internal Security. You agree to establish, maintain and update commercially reasonable policies, procedures, equipment and soft ware (“Internal Security Controls”) that will safeguard the security and integrity of your computer system and informati on from unauthorized use, intrusion, takeover or theft , and prevent your Credenti als from unauthorized discovery or use (collecti vely “Internal Security Breaches”). You bear all risk of fraudulent transfers and other losses arising from your Internal Security Breaches or from the

intercepti on of your communicati ons prior to their receipt by us (collecti vely “Internal Security Losses”). We will not reimburse you in connecti on with Internal Security Losses. You agree that we are authorized to execute, and it is commercially reasonable for us to execute, any instructi ons received by us with your Credenti als. You are encouraged to consider purchasing insurance to cover your Internal Security Losses. Please see your User Guide for suggesti ons on the Internal Security Controls that you should consider to protect your system from Internal Security Breaches.You remain solely responsible at all ti mes for your Internal Security Controls, Internal Security Breaches, and Internal Security Losses. Although we may employ various systems and procedures from ti me to ti me to prevent losses to us, we assume no obligati on for your Internal Security Breaches or Internal Security Losses, provided we have acted in accordance with this Agreement and/or instructi ons that are accompanied by your Credenti als.To protect your system from security breaches, you should adopt internal controls that include:

• Limits and controls on who has access to your computer system (including Internet access) or any other Equipment provided by the Bank or you pursuant to this Agreement or the Services;

• Protecti ng and frequently changing your Password;• Ensure your Credenti als (including ID, password, etc.) are kept

confi denti al and not disclosed, shared or otherwise made available to anyone;

• Adopti ng dual authorizati on and/or transacti on-based authenti cati on procedures for fi nancial transfers;

• Employing up-to-date security soft ware such as anti -virus, anti - malware and anti -spyware programs, as well as up-to-date soft ware patches for all your soft ware programs, internet browsers, email programs, and the like;

• Using commercially reasonable and up-to-date fi rewalls;• Procedures to avoid infecti on by malicious soft ware, such as:

controlling what websites are visited by your computers; controlling the connecti on of other devices (e.g., fl ash drives) to your computers; controlling what documents, email att achments, programs and other fi les are opened or installed on your computers; and limiti ng which of your computers are used for online banking;

• Isolati ng any computer or Equipment through which online banking is conducted;

• Ensuring your wireless router is password protected and any devices used to access your systems are authorized to the network;

• Daily reconciliati on of all accounts, and immediate reporti ng of discrepancies;

• Prohibiti ng your authorized users from leaving a computer or Equipment unatt ended while connected to our system, or from communicati ng or accessing sensiti ve informati on from unsecure locati ons (e.g., terminals at Internet cafes and airports);

• Allowing treasury management services to be accessed only from a secure locati on on your premises; and

• Adopti ng such other recommendati ons that we may make from ti me to ti me to help ensure your safe use of our services.

This is not a complete listi ng of the internal security controls that you may need. You are responsible for determining and implementi ng whatever controls are necessary to prevent security breaches and internal security losses. We do not warrant that any or all of the above recommendati ons will prevent a security breach.

RISK OF UNAUTHORIZED ACCESS AWARENESS AND MITIGATION5. Risk of Unauthorized Access and Miti gati on Best Practi ces. The Bank off ers certain customers online banking services that provide the ability to access account informati on and transfer funds electronically, which may include originati ng Automated Clearing House (ACH) and wire transfer transacti ons. One of the risks associated with online banking is unauthorized access, which could result in the unintenti onal exposure of sensiti ve


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account informati on and the unauthorized originati on of ACH or wire transfer transacti ons. Unauthorized access could lead to signifi cant losses to your business. Corporate account takeovers represent a signifi cant risk for all commercial deposit accounts and especially with respect to those accounts in which the account owner makes use of the internet or a smart phone or other mobile communicati on device approved by us (“Mobile Device”) to engage in transacti ons from or monitoring of the account. We off er our customers a variety of devices, procedures, and tools to prevent and/or detect unauthorized access to or transacti ons in accounts, including malware detecti on soft ware, dual authorizati on, mandatory token use, positi ve pay, and security alerts, and can recommend resources to our customers to learn more about how they can protect themselves from fraudulent acti vity. These devices, procedures, and other tools are off ered as a convenience only to our customers, and you are responsible for maintaining the security of all your accounts. We are not liable for any losses or other damages you suff er with respect to corporate account takeovers, except to the extent that we have acted with gross negligence or willful misconduct. It is recommended that you review your accounts on a daily basis, especially with respect to the authorizati on for and accuracy of any electronic transacti ons. Other anti -fraud procedures and safety ti ps are set forth in the Account Agreement and you are urged to review them and determine what anti -fraud and safety procedures are appropriate for you.Unauthorized access can occur from internal fraud and/or external fraud. The risk of internal fraud can be miti gated through a number of means, including access restricti ons, the use of dual authorizati on, user and account transacti on initi ati on limits, separati on of duti es, and ensuring users keep their Credenti als confi denti al and never share with anyone else. The risk of external fraud can be miti gated by, among other things, you establishing a sound Internet use policy and taking steps to prevent malicious soft ware from being loaded on your computers, which may include but is not limited to (i) employing fi rewalls, (ii) daily updates to your anti virus/anti -malware soft ware, (iii) restricti ng individual access to computers used for online banking, (iv) restricti ng Internet access and websites available to computers used for online banking, (v) locking down and password-protecti ng wireless networks, (vi) dedicati ng a computer for only online banking purposes, and (vii) uti lizing security tokens (which are off ered by the Bank). All of these strategies should be implemented when uti lizing online banking services, parti cularly when originati ng ACH or wire transfer transacti ons. In additi on, you should review on a daily basis all your account balances and detailed transacti ons and report any suspicious acti vity to the Bank immediately.One commonly used method for cybercriminals to gain access to your computer – and possibly your online banking and electronic fund transfer services – is through the download of malicious soft ware (malware) to your computer system. An individual clicking on a compromised website, link or email att achment can inadvertently trigger the download of malware onto the victi m’s computer. Malware may perform any number of sinister att acks, including quietly capturing every keystroke a victi m makes on his or her computer keyboard, which is then automati cally transmitt ed to the cybercriminal who originated the att ack. If any captured keystrokes include the victi m’s online banking credenti als, the cybercriminal may thereby gain access to the victi m’s online banking services, which could allow the cybercriminal to view sensiti ve account informati on and create unauthorized ACH or wire transfer transacti ons from the victi m’s account. In additi on to uti lizing the strategies to miti gate external unauthorized access referenced above, we strongly request that you consider employing the following online banking authorizati on and authenti cati on tools to enhance the likelihood that any parti cular funds transfer instructi ons we receive in your name is a valid communicati on from you.

• Dual authorizati on/separati on of duti es. Online Banking user credenti als can be structured in such a way that one user is responsible for creati ng a funds transfer transacti on and a separate user must approve the transacti on before it can be submitt ed.

• User and account transacti on initi ati on limits. Online banking users and accounts can be structured with daily and transacti on limits that are appropriate to each user and account, which signifi cantly reduces the amount of risk exposure on a given day.

• User-administrati on restricti ons. Access rights can be restricted so that only specifi c, assigned online banking users may administer or

request changes to user and account setti ngs.• Security tokens and similar authenti cati on/authorizati on soluti ons.

A security token is a small device that produces unique numeric passcodes that are entered into the online banking system to authenti cate users at login or authorize funds transfer transacti ons at creati on. Using a token when creati ng a transacti on is one accepted method of protecti ng online banking users from unauthorized transacti ons. While implementati on methods can vary, one approach uti lized by the Bank is to require tokens for use at transacti on creati on that employs a “challenge/response” methodology, which ti es the token’s passcode to the specifi c transacti on being created. In additi on to using tokens to authorize transacti ons, further safeguards may be imposed by the Bank when customers are authorized to use tokens at user log in. Other authenti cati on/authorizati on soluti ons may be off ered and recommended by the Bank in the future to provide additi onal layers of protecti on.

You agree to noti fy the bank immediately if your personal and/or business computer (used to access banking informati on) displays signs that malicious soft ware (malware) is present to assist in circumventi ng potenti al losses. Examples of malware infecti ng your computer include but are not limited to: PC performance issues such as slowness and unexpected crashes; unusual pop-up messages directi ng you to download additi onal soft ware; and fi rewall/anti -virus soft ware being disabled without your consent.Check Positi ve Pay, Payee Match, ACH Positi ve Pay and ACH Block are additi onal security tools to limit risk for unauthorized acti vity on your account. These are important fraud miti gati on strategies for paper checks and electronic items that may have originated elsewhere and are att empti ng to post to your account(s).

• Check Positi ve Pay requires that you provide a list of issued checks before they are released. As checks are presented for payment at the Bank, the Positi ve Pay system will compare each presented check against your list of issued checks on fi le at the Bank. Checks that match are processed and checks that do not match are listed in an excepti on report for a pay/no pay decision by you each business day.

• Payee Match is an enhanced opti on for Check Positi ve Pay that requires you to provide the name of each check payee in the issued check fi le submitt ed to the Bank. Payee Match compares the payee name of the issued check fi le against the payee name line of the designated account’s machine-generated checks.

• ACH Positi ve Pay, similarly, takes ACH informati on from you and seeks to block or allow specifi c ACH transacti ons att empti ng to post to your account. This service can assist in preventi ng unauthorized ACH debit transacti ons from posti ng to your account.

• ACH Block takes an “all or nothing” approach by protecti ng against all ACH debits, all ACH credits or both types of transacti ons from posti ng to your account(s).

We strongly recommend your use of one or more of the above referenced user authenti cati on and transacti on authorizati on tools, and, at a minimum, we wish to reiterate that security tokens are one of the accepted standard methods for authorizing ACH and wire transfer transacti ons. We recommend that you implement as many of the above recommended procedures and tools as possible in order for you to reduce your risk of being victi mized by fraud, as well as those practi ces outlined in Secti on 4, enti tled “Security Procedures and User Guides”, Secti on 16, enti tled “Funds Transfer Services”, Secti on 39, enti tled “Informati on Processing and Reporti ng”, and Secti on 41, ti tled “Limitati on of Liability”. It is important to note that while these practi ces can signifi cantly miti gate the risk of unauthorized access, there are no foolproof methods to completely eliminate all the risks and all the exposure to loss, for which you are wholly responsible.Also, please consider the following:

• These funds transfer services are not covered by the consumer protecti ons that would apply, for example, to unauthorized use of a personal ATM card. Your exposure for losses due to unauthorized funds transfer transacti ons can be large – as much as the amount of funds that are improperly taken from your account – if someone obtains unauthorized access to your computer or your confi denti al


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access codes, or commits some other fraudulent acti vity, which results in unauthorized transfers from your accounts(s).

• Keep in mind that OUR BANK WILL NEVER ASK YOU FOR YOUR CONFIDENTIAL CREDENTIALS, ACCESS CODES OR OTHER SECURITY PROCEDURES. If you receive an email that looks like it came from our Bank, but asks you for this type of informati on, you should not respond to the email and you should immediately report the incident to the Bank’s Client Support team at 888.222.5432. The sender is not our Bank, and is likely a criminal.

• You should conduct a periodic risk assessment of your environment as it relates to Internet access, online banking, and funds transfers. Most customers fi nd the potenti al risk exposure high enough to justi fy the cost of using an outside expert in this fi eld to assist them. The risk assessment should assess your overall Internet exposure, online banking exposure and existi ng miti gati on systems (such as procedural, technical and administrati ve safeguards that you use). We ask that, if not already employed, you again consider the alternati ves we have previously off ered that can help reduce the risks of fraud and losses associated with Internet access, online banking and electronic fund transfers. Contact your Treasury Management Sales Offi cer to discuss the below menti oned alternati ves.

• Security Tokens. These help control risks of unauthorized use by generati ng a numeric passcode that helps verify electronic fund transfer transacti ons as legiti mate and from you. Keep in mind that tokens that are used improperly can sti ll result in substanti al or total losses.

• ACH Positi ve Pay and ACH Block. Informati on provided by you is used to block and fi lter incoming ACH transacti ons. However, this service does not block or fi lter entries originated in your name, so this service does not provide protecti on against instances where unauthorized persons use your confi denti al online banking credenti als to impersonate you and att empt to originate unauthorized ACH transacti ons in your name.

• Also, be sure to check account balances online at least daily, and more frequently if possible. This will help you identi fy unauthorized transacti ons quickly. Swift detecti on is helpful in preventi ng additi onal losses and in reducing the (potenti al) size of an existi ng loss.

• If you suspect that there may be unauthorized account acti vity or access by an unauthorized user, contact the Bank’s Client Support team at 888.222.5432 immediately and clearly state that you suspect there may be unauthorized acti vity. This is the “emergency line” for you to report problems.

No system or set of systems is foolproof, but we do know that the risks of fraud can be signifi cantly reduced when customers use the risk miti gati on strategies and tools referenced above, including the use of security tokens when creati ng ACH and wire transfer transacti ons. Please feel free to contact Client Support at 888.222.5432 and a subject matt er expert would be happy to explain these strategies again and in more detail.If you choose not to implement the risk miti gati on strategies and tools referenced above, please do so only aft er considering the substanti al and multi ple risks of fraud to which your business is exposed without these miti gants. Losses on your account due to unauthorized ACH and wire transacti ons can be large and even total. Your risk of unauthorized funds transfer acti vity can be signifi cantly higher if you choose to forgo the risk miti gati on strategies and tools off ered by the Bank or outside experts as menti oned above.You agree that you understand the substanti al risks of internal and external fraud associated with Internet-based acti vity and its potenti al impact on online banking and electronic fund transfer acti viti es. You also agree that, if you choose not to implement some or all of the appropriate strategies necessary to protect against fraud, including but not limited to those specifi c steps and tools described above, you are exposing your business to substanti al risks, and that in the event of an unauthorized access event, fraudulent att ack or loss, you agree to indemnify, defend and hold our Bank harmless for any loss, damage, harm or expense (irrespecti ve of the nature of the acti on, and including att orney’s fees and costs) (a “loss”) if the loss is due to or arises out of your acti on or inacti on in connecti on with confi denti al credenti als, access codes, security procedures or any of the online banking or other services off ered by our Bank.

TREASURY MANAGEMENT SERVICESWe may off er the following Services to you separately or as part of a suite of Services. All hours of operati on, deadlines and service levels referenced herein are noted as Pacifi c Time zone.6. Account Informati on Services. You may use our Service to obtain balances, transacti on detail and history, and other account informati on. Since certain informati on and transacti ons are not processed by us unti l aft er the close of our business day, some transacti ons may not be refl ected in the system unti l the next business day. Posted items may be reversed due to insuffi cient funds, stop payment orders, legal process, and other reasons. Certain balances also may not be subject to immediate withdrawal. We assume no responsibility for any loss arising from incomplete informati on or for any temporary interrupti on in our informati on Service. If you are unable to access our system for any reason, you can contact your Business Financial Center or call us at 888.222.5432.7. eStatement Paperless Statements.Scope of Communicati ons to Be Provided in Electronic Form. By enrolling for eStatements, you agree that the Bank will provide account statements, disclosures, and noti ces to you in electronic form, in lieu of paper form. This includes ongoing disclosures currently provided on the back of your paper statement and noti ces posted as messages on the face of the statement. eStatement delivery will begin with your next regular Statement cycle aft er enrollment and the Bank will no longer mail a traditi onal paper statement.Method of Providing eStatements to You in Electronic Form. All eStatements that we provide to you in electronic form will be provided either (1) via email, (2) by access to a website that we will designate in an email noti ce we send to you at the ti me the informati on is available, or (3) to the extent permissible by law, by access to a website that we will generally designate in advance for such purpose.Your Responsibility to Noti fy Us Regarding Errors, Irregulariti es, or Unauthorized Access. You must promptly review your eStatements and any accompanying items. Also, be sure to check account balances online at least daily, and more frequently if possible. This will help you identi fy unauthorized transacti ons quickly. Swift detecti on is helpful in preventi ng additi onal losses and in reducing the (potenti al) size of an existi ng loss. You must noti fy us immediately at 888.222.5432 or email us at #[email protected] of any suspected error, alterati on, or other irregularity (1) with your eStatements; or (2) with your account, including unauthorized access. Telephoning us immediately is the best way to keep your losses down, although you may also need to noti fy us in writi ng to preserve your rights. Noti fi cati on of suspected errors, alterati ons, or other irregularity within your eStatement must be given as soon as possible but no later than thirty (30) calendar days of the eStatement in which the suspect item appears. eStatements are generally available the next business day aft er your statement cycles.How to Withdraw Consent. You may withdraw your consent to receive eStatements in electronic form for any of your Accounts by contacti ng Citi zens Business Bank Client Support at 888.222.5432 or by emailing us at #[email protected]. At our opti on, we may treat your provision of an invalid email address, or the subsequent malfuncti on of a previously valid email address, as a withdrawal of your consent to receive electronic communicati ons. We will not impose a fee to process the withdrawal of your consent to receive eStatements. Any withdrawal of your consent to receive eStatements will be eff ecti ve only aft er we have a reasonable period of ti me to process your withdrawal.How to Update Your Records. It is your responsibility to provide us with true, accurate and complete email address, contact, and other informati on, and to maintain and update promptly any changes in this informati on. You can update informati on (such as your email address) by contacti ng our Client Support team at the number referenced above.Limitati on of Liability. We will deliver your eStatements in a ti mely manner, on a best eff ort basis, in accordance with any applicable ti me required by law, and shall incur no liability if we are unable to deliver your eStatements because of circumstances including (but not limited to) the following: (1) any business online banking system is not functi oning properly, or (2) your


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equipment or Internet access is not working properly, or (3) Internet service is interrupted (e.g. due to traffi c or other disrupti ons), or (4) circumstances beyond our control (including, but not limited to, fi re, fl ood, interrupti on in telephone service or other communicati on lines, interference from an outside force or legal restricti ons) which prevent proper delivery, and we have taken reasonable precauti ons within our control to avoid such circumstances. To the extent permitt ed by law or regulati on, we hereby disclaim all other warranti es, express or implied, including warranti es of merchantability and fi tness for a parti cular purpose, and in no event shall we be liable for any special indirect, incidental, or consequenti al damages whatsoever resulti ng from the loss or use of data, whether or not advised of the possibility of such loss or damage.Hardware and Soft ware Requirements. In order to access, view, and retain electronic Statements that we make available to you, you must have:

• An Internet browser that supports 128 bit encrypti on;• Suffi cient electronic storage capacity on your computer’s hard drive

or other data storage unit;• Adobe Acrobat Reader® 6.1 or higher;• An email account with an Internet service provider and email soft ware

or email service provider in order to parti cipate in our electronic Communicati ons programs;

• A personal computer, operati ng system and telecommunicati ons connecti ons to the Internet capable of receiving, accessing, displaying, and either printi ng or storing eStatements received from us.

Requesti ng Paper Copies. We will not send you a paper copy of any Statement unless you request it or we otherwise deem it appropriate to do so. You can obtain a paper copy of an eStatement by printi ng it yourself or by requesti ng that we mail you a paper copy, provided that such request is made within a reasonable ti me aft er we fi rst provided the electronic Communicati on to you. To request a paper copy, contact our Client Support team at the number referenced above or visit your Business Financial Center. We may charge you a reasonable service charge for the delivery of paper copies of any statement provided to you electronically pursuant to this authorizati on. We reserve the right, but assume no obligati on, to provide a paper (instead of electronic) copy of any eStatement that you have authorized us to provide electronically.Communicati ons in Writi ng. All eStatements in either electronic or paper format from us to you will be considered “in writi ng.” You should print or download for your records, a copy of your eStatements, your initi al authorizati on to receive eStatements and any changes to that authorizati on, and any other communicati on that is important to you.Federal Law. You acknowledge and agree that your consent to eStatements is being provided in connecti on with a transacti on aff ecti ng interstate commerce that is subject to the federal Electronic Signatures in Global and Nati onal Commerce Act, and that you and we both intend that the Act apply to the fullest extent possible to validate our ability to conduct business with you by electronic means.Terminati on/Changes. We reserve the right, at our sole discreti on, to disconti nue the provision of your eStatements, or to terminate or change the terms and conditi ons on which we provide eStatements, including any applicable discount for receiving eStatements. We will provide you with noti ce of any such terminati on or change as required by law.8. Online Reconcilement Services. This automated Service organizes paid checks and/or deposit informati on to effi ciently reconcile bank accounts, helping to simplify bookkeeping procedures and increase audit controls.Full Account Reconcilement. If you provide us with check issue informati on in accordance with our instructi ons prior to the Service cutoff hour, we will match the informati on against paid checks and provide you with a reconciliati on report. You may view or obtain the reconciliati on report and retrieve the informati on using various search opti ons.Parti al Account Reconciliati on. You may use this Service to retrieve informati on regarding checks that have been paid. You can then use that informati on to reconcile your account with your own soft ware or program.9. Check Positi ve Pay Service. This Service provides you with a process to identi fy and prevent the payment of checks that you have not authorized. Two forms of Positi ve Pay are available: standard and Payee Match. Standard

Positi ve Pay compares the amount, check serial number and issue date of checks presented for payment against an issued check fi le provided by you before the checks are issued. Payee Match is an enhanced opti on for Check Positi ve Pay that requires you to provide the name of each check payee in the issued check fi le submitt ed to the Bank. Payee Match compares the payee name of the issued check fi le against the payee name line of the designated account’s machine-generated checks.Issued Check Files. You agree to provide us with a list of the serial numbers, issue dates and the amounts of the checks that you have issued (“Issued Check File”). We will use the informati on you provide in your Issued Check File to match against items presented to us through normal interbank check clearing procedures (e.g., local clearinghouse, Federal Reserve, or direct send presentment cash lett er) (“Presented Checks”). You authorize and instruct us to pay each Presented Check that matches the informati on provided in an Issued Check File received by us in your name without further investi gati on or review by us. You further agree that: (a) all Presented Checks that match informati on in an Issued Check File are or will be deemed and should be treated by us as properly payable; and (b) we have no duty to inspect these items for unauthorized or improper signatures or alterati ons or otherwise to take steps to determine whether these items are properly payable. You understand that this Service may not identi fy counterfeit or duplicate checks. We assume no duty to identi fy and/or return duplicate checks, checks with duplicate serial numbers, misencoded items, or checks lacking an encoded serial number.We will not be obligated to verify signatures on any checks that match the informati on you provide in the Issued Check File. You understand and agree that we may compare your informati on on approved checks with informati on that is encoded on the items presented to us for payment. We will not be required to physically examine matching checks to confi rm that they are properly signed, completed and encoded. You agree that we may rely on the process described above and that it will be deemed a commercially reasonable and acceptable standard of care for this Service and your account.Payee Match. This service uses opti cal intelligence to validate/read the Payee fi eld of checks drawn on specifi ed accounts. You must comply with specifi c service implementati on requirements to ensure appropriate read rates. Non-compliance with requirements may lead to excessive excepti ons and/or possible errors. You will be provided with a check example to ensure your check printi ng format is in compliance with Payee Match requirements. You shall identi fy to Bank all accounts subject to Payee Match. In additi on to the issued item informati on provided by you for Positi ve Pay service, you shall supply Bank with the payee name for each item issued by Customer. You shall be responsible for the accuracy and completeness of the payee informati on provided to Bank. In reliance on the payee informati on provided by you, each Business Day the Bank shall make reasonable eff orts to report to you any payee names that do not match the Issued Check File for that day’s presentment.You acknowledge that Bank will not be able to validate payee informati on for electronically converted items presented to Bank for payment. Bank may, in its sole discreti on, impose variable parameters for which the payee informati on will not be reviewed or for certain items processed through the back offi ce.Issued Check File / Return of Presented Checks. All items presented for payment against your accounts will be deemed to be unauthorized and will be dishonored and returned without payment unless they appear as part of an Issued Check File received by us in a ti mely manner (or are an Excepti on Check subject to a Pay Request, as described below). You agree that we may return all items, and that our dishonor of them will not be wrongful, unless they appear as part of an Issued Check File or a Pay Request that we have received in ti me for us to act. In these circumstances, even a properly payable item may be returned. You agree that this is acceptable to and authorized by you, and you waive any right you may have to claim that the dishonored item was properly payable. You will indemnify and hold us harmless with respect to any item we return in accordance with this Agreement.Excepti on Checks. If you submit an Issued Check File and there are Presented Checks that do not match the informati on you provide in the fi le, we will treat them as excepti ons (“Excepti on Checks”). You will be charged an excepti on fee for each item reported as an Excepti on Check to you. We will


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dishonor and return all Excepti on Checks unless otherwise instructed with a Pay Request (as described below). We may send you an email if there are Excepti on Checks. The email noti ce will inform you that an Excepti on Check report (“Excepti on Check Report”) may be accessed using the Service. The email noti ce will go to the most current email address we have for you in our Service fi les. This may be your Administrator or another User, and you agree to ensure that the appropriate email address is kept up to date and is accurate at all ti mes.Voided Items. Your requests to void an item are to be limited to items that you have issued and then destroyed. Please note that voided items may fall off at any ti me. You must use the stop payment procedures to prevent an item from being paid. Placing a void is not a stop payment request, and you remain responsible for the item.Previously Paid (Finally Paid) Items. Positi ve Pay does not match your Issued Check File informati on against items that have been previously paid, also known as fi nally paid. Accordingly, fi nally paid items are not included in the service and will not show up as Excepti on Checks.Reviewing your Excepti ons. You will review your Excepti on Checks, and provide to us your “Pay” or “Return” decisions, no later than 11:00 AM (Pacifi c Time) of each business day, whether or not you receive an email noti fi cati on from us. You understand and agree that it is your responsibility to monitor the Excepti on Checks each business day, and that our email noti fi cati on is a customer service that may or may not be completed; the noti ce is not a prerequisite to your obligati on daily to review any Excepti on Checks and to provide “Pay” or “Return” instructi ons to us if there are any Excepti on Checks.Return of Excepti on Checks. We will return all Excepti on Checks unless we receive a Pay Request on the items by 11:00 AM of the business day the checks are fi rst reported in an Excepti on Check Report. If you take no acti on on an Excepti on Check Report or on any individual Excepti on Check, or your Pay Request is not received by us before 11:00 AM, we may treat that as an instructi on from you to dishonor and return the check(s).Rightf ul Honor of Presented Checks. If we honor a check shown in a Checks Issued File, you agree that: a) we will be deemed to have exercised ordinary care under the loss allocati on provisions of Commercial Code Secti ons 3406(b) and 4406(e); and b) it will be rightf ul honor by us, and the items will be deemed properly payable; and c) you waive any right you may have to assert that the check was not properly payable under Commercial Code Secti on 4401.Rightf ul Honor or Dishonor of Excepti on Checks. If we honor an Excepti on Check in accordance with a Pay Request, whether or not ti mely received, such honor shall be rightf ul, and you waive any right you may have to assert that the Excepti on Check was not properly payable under Commercial Code Secti on 4401. In all other cases, it will be rightf ul dishonor if we dishonor an Excepti on Check, and you waive any right you may have to assert that the dishonor was wrongful under Commercial Code Secti on 4402. You agree that we will have exercised ordinary care whenever we honor or dishonor an Excepti on Check consistent with the provisions of this Agreement.Wrongful Dishonor of Excepti on Checks. With the excepti ons that follow, it will be wrongful dishonor if we dishonor an Excepti on Check that is subject to a ti mely Pay Request from you. If there is wrongful dishonor, we will be liable to you, but our liability will be limited to the damages for wrongful dishonor recoverable under California Commercial Code Division 3 and 4. As excepti ons, we will have no liability for wrongful dishonor if we return an Excepti on Check because: (a) we reasonably believed it was not properly payable, (b) there are insuffi cient available funds, determined in accordance with our funds availability policy (“Available Funds”) on deposit in the account on which it is drawn; or (c) we are required or permitt ed not to honor it by any law, rule or regulati on (including clearinghouse, ACH or card associati on rules), or by any Other Agreement (for example: due to service of legal process on us, sancti ons laws, to protect ourselves against loss on the item or any overdraft or loan, at the instructi ons of regulatory or government authoriti es or courts, or otherwise).Payment of Excepti on Checks. If we pay an Excepti on Check in error, we will be liable to you for the lesser of the amount of the wrongfully paid Excepti on Check or the actual damages you suff er from our payment of the Excepti on Check. However, if payment of the Excepti on Check discharged an indebtedness or obligati on of yours and because of this you have no actual

damages or reduced damages, then you agree that our liability to you is reduced to the same extent.Faulty Informati on. You agree to provide check informati on to us in the form and format that we specify. You assume full responsibility for the completeness and accuracy of all informati on furnished to us. You understand that it is important for the informati on to be exact (for example, the correct amount of an item must include both dollars and cents). Our willingness to process nonconforming informati on will not be considered a waiver of any requirement of this Agreement, and we may disconti nue processing nonconforming informati on without prior noti ce. We are not responsible for detecti ng or correcti ng ambiguous, incomplete, unti mely or inaccurate informati on provided by you. We will not be liable for your losses, but excluding any consequenti al damages, proximately caused by our honor of a check that was not properly payable or our dishonor of a check that was properly payable if this occurred because we, in accordance with the provisions above, should have shown the check on an Excepti on Check report but failed to do so. However, we have no liability to you under this paragraph if we provided you with informati on that disclosed the error in ti me for you to have reasonably acted on it.Stop Payment. This Service is not a substi tute for placing a stop payment order on checks. Any stop payment or return instructi ons that you give to us will be governed by your account agreement and the other provisions of this Agreement.Reverse Positi ve Pay. You may use Reverse Positi ve Pay to obtain informati on on presented checks each business day instead of transmitti ng an Issued Checks File. Presented check informati on will include the serial numbers and dollar amounts of the presented checks. You perform a daily match of presented checks to the checks issued or authorized by you. You must noti fy the Bank with your return decision no later than 11:00 AM The default decision is to pay the items if the Bank does not receive pay/return instructi ons from you by the decision deadline. This Service only applies to checks that are presented to us for payment through standard check clearing procedures (e.g. local clearinghouse, Federal Reserve, direct sends presentment cash lett ers, etc.). Checks that are presented in any other manner (e.g. at a teller window) will be paid in accordance with our standard procedures.Your sole and exclusive remedy for any error, damage or loss in any way, however arising, shall be limited (at our opti on) to either a re-performance of the Service for the period in questi on or a return or credit of an appropriate porti on of the fees associated with the Service.Defi niti ons. Excepti on Check: A check presented to us where we have not received a Checks Issued File containing that check, or a check that does not match each data point in a Checks Issued File that we do receive.Other Agreements: Includes the Bank Disclosure informati on and other agreements regarding your deposit account with us, and any cash management agreement or other agreements regarding your use of Positi ve Pay or other electronic banking services.Pay Request: Your instructi ons to us ordering us to pay an Excepti on Check. Presented Check: An item presented to us through normal bank collecti on procedures but does not include items that have been fi nally paid.Finally Paid: An item is “fi nally paid” under the laws, rules or regulati ons (including applicable Federal Reserve Operati ng Circulars or clearing house rules, if any) governing our handling of the item.10. ACH Positi ve Pay - ACH Filter Service. We will place a soft ware “block” on Automated Clearing House (“ACH”) debits and/or credits on the accounts you designate in order to prevent those transacti ons from posti ng against your accounts. You agree not to initi ate or authorize anyone to transmit entries that are designated to be blocked by this Service.You are responsible for the accuracy and completeness of all informati on you provide, for monitoring excepti on items and making payment decisions (if required) prior to our established deadline. You agree not to initi ate or authorize anyone to transmit entries that are designated to be blocked by this Service. You must provide authorizati on criteria in a manner and form acceptable to us. In your authorizati on criteria, you may specify a maximum amount (dollars and cents) for authorized entries. The ACH Positi ve Pay Service does not apply to transacti ons between you and us, and we may pay


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entries which you have authorized us to originate against your account (e.g. loan payments), whether or not you have included them in your authorizati on criteria.We may reject any entry that would be returned for any reason under the Nati onal Automated Clearing House Associati on operati ng rules (the “NACHA Rules”). We may also pay any entries, reversals, or adjustments which we are required to accept under the NACHA Rules, operati ng circulars, or any other applicable rule, guideline, or regulati on.We assume no obligati on to monitor or verify, manually or otherwise, the rejecti on of blocked ACH entries received against your designated accounts. You agree to noti fy us promptly if any ACH entry is improperly posted to your accounts. Although our soft ware “block” is not designed to aff ect any paper draft or check, including any remotely created checks or demand draft s, it may cause us to reject items that are converted to ACH entries (e.g., POP or BOC ACH transacti ons). As such, you should take appropriate steps to ensure that persons making purchases with checks drawn on your designated accounts do not permit their conversion to electronic form.Notwithstanding the above, you agree that we may process ACH debit and credit entries for the purpose of making transfers that you authorize us to process and to charge your accounts in accordance with our agreement with you.11. Bill Payment Service. You may use online banking service to initi ate electronic or draft bill payments to other parti es. You agree that we may process bill payment entries for the purpose of making payments that you authorize us to process and to charge your accounts in accordance with our agreement with you.Eligible Payees. We reserve the right to determine who may be a payee. You may only designate payees with United States addresses. You may not use the Service to make tax payments to the Internal Revenue Service or any state, local or other government agency. You also may not use the Service to pay court-ordered payments such as child support or alimony.Initi ati ng Payments. We will make a payment on the business day you instruct us, based upon payment availability, to make the payment (the “Payment Date”) either by initi ati ng an electronic payment or by mailing a check to the payee. We may deduct the amount of any payment from your account or place a hold on the amount on or aft er the Payment Date, even if a payment check has yet to be presented to us for payment. We may refuse to make a payment if you do not have suffi cient funds or credit available for the payment on the Payment Date.We may reject any payment request with or without cause or prior noti ce. If we do, we will noti fy you promptly of the rejecti on orally, electronically or in writi ng.Errors in Your Instructi ons. If you give us a payment instructi on that is incorrect in any way, you agree that we may charge your account for the payment, whether or not the error could have been detected by us. We are not obligated to detect errors in your payment instructi ons or to bring apparent errors to your att enti on.It is your responsibility to request that payments be made in such a manner that they will be paid on ti me. You are solely responsible for any damages, such as late fees, that may be imposed as a result of your failure to identi fy the correct Payment Date and transmit your payment instructi on to us in a ti mely manner.Scheduling Payments. Although you can enter a payment request 24 hours a day, 7 days a week, payment instructi ons that we receive aft er our processing cutoff hour of 2:00 PM (Pacifi c Time) on a business day or at any ti me on a non-business day, may be deemed received by us as of the next business day. If you att empt to schedule a payment on a weekend or Federal holiday, you will be prompted to select a diff erent date, or the payment will be processed on the preceding business day if it is an automati c recurring payment. The payment method may be electronic or by check.You should schedule payments suffi ciently in advance to ensure that they are received and credited by your payee by the payment due date. The fi rst payment to a payee should be scheduled at least fi ve (5) business days prior to the due date to allow adequate ti me for the payment to reach the payee. If you fail to schedule your payment with an adequate lead ti me, we will not be responsible for any late fees or fi nance charges under the guarantee described below. We also will not be liable under the guarantee if any third party, through whom any payment is made, fails to properly transmit the payment to the intended payee.Inacti vity. If you do not access or use the Service for a period of more than

ninety (90) days, we may terminate your access to and use of the Service without noti ce to you.Terminati on. If you or we terminate your use of the Service, we may delete all outstanding payments (both one-ti me and recurring). We are not responsible for any fi xed payment made before we have a reasonable opportunity to act on your terminati on noti ce.Remediati on. Your sole and exclusive remedy for any error, damage or loss in any way connected with this Service, however arising, shall be limited (at our opti on) to either a re-performance of the Service for the period in questi on or a return or credit of an appropriate porti on of the fees associated with the Service.12. Bill Payment Consolidati on. We may off er to facilitate your use of bill payment consolidati on services off ered by third parti es. Using this service, electronic payments are consolidated and deposited to your account. Corresponding payment informati on is consolidated and made available in detailed reports to facilitate reconcilement of payment and customers. We assume no obligati on, and make no representati on or endorsement, in connecti on with such services or the parti es that off er them. Your contract may be directly between you and any third party processor; we are not a party to that agreement.13. Remote Deposit Capture/Image Cash Lett er. In additi on to this Agreement, your Account is also governed by our Personal Banking Product and Services Informati on (“Personal Product Informati on”), and/or our Business Banking Product and Services Informati on (“Business Product Informati on”) as applicable to your situati on and the Accounts and Services uti lized or accessed by you, and the Citi zens Business Bank Disclosure Informati on and Agreement (“Disclosure”), including but not limited to the secti on enti tled “Funds Availability Policy” in the Disclosure (together the “Account Documents”). If the terms and conditi ons of this Agreement confl ict with those of the Account Documents, the terms and conditi ons of this Agreement shall supersede the terms and conditi ons of the Account Documents, but only with respect to deposits made through the Services.You can use this Service to scan images of checks and other items (“Check Images”) and then transmit those images and other data to us electronically for deposit to your account. The Check Images will then either be processed electronically or converted to substi tute checks (“Substi tute Checks”) based on the informati on you provide. You are NOT permitt ed to use this Service to deposit any two-party checks (i.e., checks that are made payable to another party in additi on to you), unless you and the Bank have specifi cally agreed to and executed the “Two-Party Check Rider (Remote Deposit Capture)” in the form provided by and acceptable to the Bank.Remote Deposit Capture Equipment and Soft ware. We may provide you with equipment and/or soft ware (collecti vely, “Bank Equipment”) that you can use to scan and transmit images of the front and back of Checks and other informati on (e.g., MICR line data) to us. You will be responsible for all other equipment and materials necessary for the Service, including but not limited to a telephone, terminal, modem, Internet connecti vity, consumables (e.g., ink cartridges and other supplies), and computer.You may use the Bank Equipment only for the purpose of processing Checks and informati on in the manner permitt ed by this Agreement. You may not: (a) use the Bank Equipment to process Checks through other insti tuti ons; (b) use the Bank Equipment at a locati on other than your regular place of business or as defi ned in your applicati on for services; (c) perform or allow others to perform alterati ons or repairs to the Bank Equipment without our writt en consent; or (d) att empt to bypass or disable any security feature of the Bank Equipment. When this Agreement ends, your right to use the Bank Equipment also will terminate automati cally. You must maintain the Bank Equipment we provide to you in good conditi on, subject to normal wear and tear, and return it to us at the address we direct.Except for Bank Equipment that we provide to you and agree to maintain, we will not be responsible for repairing or replacing defecti ve Equipment. We also assume no responsibility for any computer virus or related problems that may occur with your use of this Service, whether you obtain equipment or soft ware from us or from a third party.Remote Deposit Capture/Image Cash Lett er Equipment and Soft ware. You may choose to use your own equipment and/or soft ware (collecti vely, “your


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Equipment”) to scan and transmit images of the front and back of Checks and other informati on (e.g., MICR line data) to us. You will be responsible for all other equipment and materials necessary for the Service, including but not limited to a telephone, terminal, modem, Internet connecti vity, consumables (e.g., ink cartridges and other supplies), and computer.Your use of your Equipment for the purpose of processing Checks and informati on must be in the manner permitt ed by this Agreement. You may not att empt to bypass or disable any security feature of the Service using your Equipment. When this Agreement ends, your right to use the Service also will terminate automati cally.We will not be responsible for repairing or replacing defecti ve items of your Equipment. We also assume no responsibility for any computer virus or related problems that may occur with your use of this Service, whether you obtain equipment or soft ware from us or from a third party.You will also be solely responsible for any errors, omissions, security breaches or inadvertent disclosures of any electronic data or other informati on that occur in connecti on with transmission of images or such other informati on to the Bank using your Equipment, whether such transmission takes place via secure fi le transfer protocol or any other means or applicati on.Using the Service. You agree to: (a) only use equipment and soft ware that meet our Service specifi cati ons, as they change from ti me to ti me; (b) follow our Service instructi ons for capturing and transmitti ng Check images and other informati on to us; (c) clearly mark (above your endorsement) each Check that you transmit to us through this Service “For Deposit Only to Account [insert your account number]” where “virtual endorsement” of transmitt ed checks by the Service is not acti ve; (d) view each Check as it is scanned to ensure that the images (front and back) are being captured properly; (e) retain original Checks for no more than forty-fi ve (45) days; (f) never use the Service to deposit any two-party checks (i.e., checks made payable to you and another party), unless you and the Bank have previously executed the Two-Party Check Rider; (g) no later than the forty-fi ft h (45th) day, promptly destroy (by shredding) the original Checks; (h) adopt commercially reasonable security procedures in connecti on with the storage and destructi on of original Checks and any copies of such Checks; (i) allow us to examine the physical locati on where you capture and transmit Check images and store original Checks to confi rm your compliance with this Agreement; (j) adequately train your users on the use of the Service and evaluate the need for separati on of user duti es to reduce the risk of fraud; (k) allow us to inspect any audit report related to your operati onal process for the Service; and (l) provide us with the original Check (if it is within your possession) or a suffi cient copy of the Check within fi ve (5) business days of our request. A “suffi cient copy” of a Check is a paper reproducti on of an original Check that accurately represents all of the informati on on the front and back of the original Check as of the ti me the image was transmitt ed to us by means of this Service. Once you transmit Check informati on to us, you agree that you will not att empt, directly or indirectly, to negoti ate, deliver, transfer or deposit the original Checks (or copies of such Checks, whether in paper or electronic form) with us or others.Certain Checks Not Permitt ed. You may use the Service only to process the deposit of original paper Checks that are payable to you. Unless we specifi cally agree otherwise in writi ng, you may not use the Service to deposit: (a) Checks payable to a third party; (b) two-party checks (i.e., checks made payable to you and another party); (c) demand draft s or remotely created checks (i.e., checks lacking the original signature of the drawer); (d) substi tute checks (i.e., paper checks created from an electronic image); (e) Checks that are irregular in any way (e.g., where the numerical and writt en amounts are diff erent); (f) Checks that have previously been returned unpaid for any reason; (g) Checks that are postdated or more than six (6) months old; (h) Checks drawn on a foreign bank or payable in a foreign currency; (i) Checks payable to “Cash;” (j) registered government warrants; (k) any Check that you suspect is fraudulent or not properly authorized; or (l) any Check or Checks that exceed the transacti on limitati on(s) that we establish from ti me to ti me. Our processing of any of the Checks described above shall not obligate us to conti nue that practi ce, and we may stop doing so without cause or prior noti ce.We may refuse any Check for deposit, with or without cause, or may elect to take a Check on a collecti on basis only. If we accept a Check for collecti on, we will send it to the insti tuti on upon which it is drawn, but will not credit your account for the amount unti l we receive the funds from the other insti tuti on.

If we elect to credit your account before then, we may charge the amount back against your account if we do not receive payment for any reason. Please see your account agreement for other restricti ons on deposits.Your Representati ons. You represent and warrant the following with respect to each Check that you transmit electronically to us: (a) you have the legal right to accept the Check for deposit and negoti ati on, regardless of the name of the payee shown on the Check; (b) the images and informati on that you transmit accurately represent all of the informati on on the front and back of the original Check, including (without limitati on) all endorsements, at the ti me of transmission; (c) you have not taken any acti on that would obscure, alter or impair the capture or transmission of informati on on the front or back of the Check or that otherwise may prevent us or another insti tuti on from capturing or processing such informati on; (d) you make all warranti es that would otherwise apply to the Check if it had been a paper item deposited with us; (e) you make all encoding, transfer, presentment and other warranti es that we (or any correspondent bank we use) are deemed to provide to others (e.g., as a reconverti ng bank) under any law, clearing house rule, or image exchange network or agreement to which we are a party; (f) the Check will not be presented for deposit or payment more than once; (g) you will not submit fi les with malicious code; (h) you have complied with all the terms and conditi ons of this Agreement, including but not limited to the Paragraph enti tled “Certain Checks Not Permitt ed above; (i) if you and the Bank have executed the Two-Party Check Rider, that you are in full compliance with all the terms and conditi ons thereof; and (j) if we agree that you may process previously truncated and reconverted substi tute checks through this Service, you will ensure that the identi fi cati on of previous truncati ng and reconverti ng banks are preserved and that returned substi tute checks meet the requirements for legal equivalency under Federal Reserve Regulati on CC.Hours of Operati on. The Service can be uti lized twenty-four (24) hours a day, seven (7) days a week, except when our system is unavailable due to needed maintenance or system outages. Deposit informati on received on or aft er our Service cutoff hour (which we may change from ti me to ti me) or on a Saturday, Sunday, state banking or federal holiday, may be deemed received by us as of the next business day. We are not responsible for the unavailability of the Service or any damages that may result from its unavailability. If the Service is not available for any reason or a Check cannot be processed by means of the Service, you may deposit your Checks directly with your Business Financial Center of account.Confi rmati ons. Although we will not send you a confi rmati on for each Check we receive, you can use our Business Online Banking Service the following business day to confi rm deposit of your transmitt ed deposit fi le. If Check informati on received by us is not complete or cannot be processed by us for any reason, we may reject the deposit, notwithstanding any fi le receipt informati on shown at our website, and charge the amount back against any provisional credit to your account. You are encouraged to validate balances and transacti on history at least daily using our Business Online Banking Service.Your Review of Transacti ons. You agree to view the images of each scanned Check (front and back) that you send to us. Although we will not send you a confi rmati on for each Check we receive, you can use Remote Deposit Capture to confi rm our receipt of your batch fi le. If Check informati on received by us is not complete or cannot be processed by us for any reason, we may reject the Check and charge the amount back against any provisional credit against your account.Returned Checks. If a Check is returned unpaid to us for any reason, we may return it to you in the form of a Substi tute Check. If you decide to redeposit the returned item, you may only redeposit the Substi tute Check at your nearest Citi zens Business Bank Banking Center; you may not deposit the original Check.Availability. If we receive your Check informati on on a business day before our Service cutoff hour, we will consider that day to be the day of your deposit. If we receive your transmission aft er our cutoff hour or on a non-business day, we may treat the deposit as received the next succeeding business day. If the drawee of a Check or another third party makes a claim against us or seeks a re-credit with respect to any Check processed through this Service, we may provisionally freeze or hold aside a like amount in your account pending our investi gati on and resoluti on of the claim. We also may charge your account for any Check that is returned, whether or not the return is ti mely or proper.


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Indemnifi cati on. You will indemnify, defend, and hold us harmless against any and all acti ons, proceedings, liabiliti es, losses, costs (including att orney’s fees) and claims, including (without limitati on) warranty claims, that result from or arise in connecti on with: (a) our processing of Checks in accordance with this Agreement, any Rider to this Agreement or your instructi ons; (b) your acti ons or omissions, including your breach of any representati on or failure to comply with this Agreement or any Rider to this Agreement; (c) any modifi cati ons or changes you make to the Equipment without our writt en consent; (d) any use or misuse of Bank Equipment by you, your employees or agents; (e) any use or misuse of your Equipment (or any third party Equipment) by you, your employees or agents; (f) your failure to comply with applicable State and Federal laws and regulati ons; (g) acti ons by third parti es, such as the introducti on of a virus, that delay, alter or corrupt the transmission of Check images or informati on to us; or (h) any claim by a recipient of a substi tute check corresponding to a Check processed through the Service, that the recipient incurred a loss due to (i) the receipt of the substi tute check instead of the original Check, or (ii) multi ple payments with respect to the same original Check, based on any combinati on of the original Check, the substi tute check and/or any paper or electronic copy of either.14. Reserve Account. We may require that you establish and maintain a reserve account (“Reserve Account”) with us to cover your obligati ons under this Agreement, including (without limitati on) Service transacti ons which: (a) the ostensible drawers of Checks claim lack their endorsement or authorizati on; (b) the drawers of Checks claim are in an amount and/or on terms not authorized by them; and/or (c) are subject to claims of breach of warranty. You grant us a security interest in the Reserve Account for all obligati ons owing to us under this Agreement. The Reserve Account will only bear interest if it is opened by you and us as an interest-bearing account. You shall deposit an amount (the “Initi al Reserve Amount”) that we designate in the Reserve Account within fi ve (5) days from our request.If we determine that your reserves may not be suffi cient to cover our risk for potenti al claims (e.g., based on factors such as the volume and amount of past or current returns/claims, your fi nancial conditi on, the risk of new product off erings by you, fraud losses, substanti al increases in the average number or amount of Checks, and other relevant circumstances), we may increase the amount of the Initi al Reserve Amount by providing noti ce to you. If you fail or refuse to deposit suffi cient reserves promptly upon our request, we may transfer funds to the Reserve Account from the proceeds of your deposits or from your other accounts with us. We may charge any of your accounts, including the Reserve Account, for any returned Substi tute Check or claim. Your obligati on to us for any return or claim, and our right to charge your accounts, will not be limited by the balance or existence of any reserve.Upon the terminati on of this Agreement, we may require, and you shall promptly deposit, funds in the Reserve Account that we esti mate may be needed to cover potenti al returns and claims that may arise aft er terminati on. This provision shall survive the terminati on of this Agreement.15. Electronic Data Interchange Service. You may originate or receive data transmissions that consist of documents and payment instructi ons. This Agreement applies only to the Electronic Data Interchange Services that we provide to you. The legal relati onships, and the terms and conditi ons relati ng thereto, between you and your trading partners will be governed by the terms of the Electronic Data Interchange contracts between you and them, and will not be binding on us.16. Funds Transfer Services. We off er funds transfer Services that allow you to make payments to others and to transfer funds between Citi zens Business Bank accounts and accounts held with other fi nancial insti tuti ons. Funds transfers may occur as bill payments, internal transfers, and wire transfers or as Automated Clearing House (ACH) transacti ons.Secti on 1073 of the Dodd Frank Wall Street Reform and Consumer Protecti on Act (“Dodd Frank 1073”). Secti on 1073 establishes a new regulatory framework governing cross-border electronic transfer payments originated by US consumers. The obligati ons created by this regulati on apply only to internati onal electronic payments originated by US natural persons that are for personal, household or family use. The obligati ons do not apply to payments originated by US corporate customers. You agree that all funds transfers initi ated through Business Online Banking are for business purposes only and NOT for personal, household or family purposes.

Your Payment Orders. When you transmit a transfer or payment request (“Order”), you authorize us to charge the designated account for the amount indicated. When we receive your Order we will determine, in our sole discreti on, how that transfer will be eff ected. For ACH transacti ons, in order to comply with Nati onal Automated Clearing House Associati on (“NACHA”) guidelines, you must submit ACH Consumer Credit Orders to us two (2) business days before the payment date and all other ACH Orders one (1) business day prior to the payment date. Standard Entry Class (SEC) codes covered under this agreement include CCD/CTX and PPD entries only. You agree not to submit ACH Debit Orders for telephone-initi ated (TEL), or Internet-initi ated (WEB) entries without our prior writt en consent. All other SEC codes are restricted under this agreement.Your Orders must comply with the form, format and other requirements set forth in your User Guide, the Rules (if applicable), and any security procedures that we establish for the Service. We are not responsible for detecti ng or rejecti ng duplicate Orders. If you give us an Order that is incorrect in any way, you agree that we may charge your account for the payment whether or not the error could have been detected by us.You must accurately describe all required fi elds in payment orders to ensure accurate processing, including transacti on benefi ciaries, account numbers, intermediary fi nancial insti tuti ons, and the benefi ciary’s fi nancial insti tuti on in your Orders. If you describe any benefi ciary or insti tuti on inconsistently by name or number, the Bank and/or other insti tuti ons may process the Order solely on the basis of the number, even if the number identi fi es a person or enti ty diff erent from the named benefi ciary or insti tuti on.You will not allow others to initi ate Orders on your behalf without our prior writt en consent. You will be solely responsible for the acts and omissions of such agents. You agree to indemnify, defend and hold us harmless from any acti ons, claims, proceedings, damages, losses and costs which you or we incur as a result of their acti ons or omissions.Available Funds. We may refuse an Order if there are not suffi cient collected and available funds in your account on the date we initi ate the transacti on or on the payment date. ACH credit transacti ons must be submitt ed two (2) business days prior to the sett lement date. We may require you to maintain suffi cient available funds in your account prior to our processing your Order. We may also place a hold on funds pending our processing of your Order. If we have reason to believe that you do not have adequate funds to cover an ACH Credit Order, we may delay executi on of the Order unti l we receive adequate assurance from you that funds will be available. Nothing in this Agreement, or any course of dealing between us, shall be construed as our commitment or obligati on to lend money to you.Internati onal U.S. Dollar Transfers. Bank reserves the right, at its discreti on, to use an Intermediary Bank of our choice, regardless of any instructi ons provided by you via Business Online Banking. If you require the Bank to direct your transfer through a specifi c Intermediary Bank, you must provide your wire transfer instructi ons in writi ng, with suffi cient lead ti me, to a Citi zens Business Bank Business Financial Center.ACH Transacti on Rules. You agree to comply with the operati ng rules (the “Rules”) of NACHA when you conduct transacti ons through the ACH. You can obtain a copy of the Rules at pubs.nacha.org or by telephoning NACHA at 800.487.9180. NACHA revises rules periodically. You agree to monitor and abide by new and changing rule changes as they become eff ecti ve and we recommend that you subscribe with NACHA to receive noti fi cati ons. You agree to reimburse us for any penalti es, fi nes and/or charges that we incur as a result of your failure to comply with this Agreement or any Rule. Audit. Bank shall have a right to audit your compliance with this Agreement during normal business hours and upon reasonable prior noti ce. The audit shall comply with the audit requirements of the NACHA Operati ng Rules and you may be asked to provide Bank with a certi fi cati on of compliance at least annually or upon Bank’s request, sent by December 1st of each year to:Citi zens Business BankAtt n: ACH Operati ons Manager PO Box 3938Rancho Cucamonga, CA 91730Warranti es. Each ti me you use an ACH Service, you warrant that you have obtained appropriate authorizati on from each Receiver and that Entries


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conform to such authorizati on and comply with NACHA Rules, and you make the same warranti es to us as we make under Secti on 2.2 (or any successor secti on) of the NACHA Rules. You agree to indemnify us and hold us harmless for any losses, liabiliti es, or other damages we may suff er as a result of your breach of any of these warranti es, including any costs and att orneys’ fees we may incur.Foreign Currency Transfers. If your Order involves a funds transfer in foreign currency, we may execute the Order in the currency of the payee’s fi nancial insti tuti on’s country at either our buying rate of exchange for U.S. dollar transfers or the exchange rate of the payee insti tuti on. If the transfer is returned for any reason, you agree to accept the refund in U.S. dollars in the amount of the foreign money credit, based on the current buying rate on the day of the refund, less any charges and expenses incurred by us. Foreign transfers may be subject to delays, changes in foreign currency exchange rates, and charges imposed by other fi nancial insti tuti ons. A porti on of those charges may be shared with us.Authorizati on and Record Retenti on. You may initi ate ACH debit and drawdown wire Orders only with the prior writt en authorizati on of the owners of the accounts aff ected by such Orders. You agree to maintain a copy of each authorizati on for a period of two (2) years following its terminati on, and to provide us with a copy upon request. You will not submit ACH debit Orders to collect funds for checks or other paper items which have been dishonored and returned for any reason, even if such represented check Orders are permitt ed under the Rules.Internal Transfers. Transfers between your deposit accounts with us are subject to the terms of your account agreement. Although you may instruct our online system to make transfers between your accounts at any ti me on any day, transfers occurring aft er our Service cutoff hour or on non-banking days may not be posted unti l the next banking day.Transacti on Limits and Safeguards. You agree not to exceed the transacti on limits we establish from ti me to ti me for your account or any Service. You agree that you will not allow anyone to initi ate Orders without proper supervision and adequate safeguards, and that you will regularly audit the acti ons of your Administrator and authorized representati ves.Cancellati on and Amendment of Orders. You may not cancel or amend an Order aft er we receive it. If we att empt to reverse an Order at your request, we assume no liability for any interest or losses that result if the reversal is not eff ected. You agree to indemnify, defend, hold harmless and reimburse us for all expenses, losses, claims, acti ons, proceedings and damages we incur in eff ecti ng or att empti ng to eff ect any reversal. You are solely responsible for providing noti ce to receivers that a reversal is being transmitt ed and the reason for the reversal no later than the sett lement date of the reversing entry.Refusal of Orders. We may refuse any Order with or without cause or prior noti ce. For example, we may refuse an Order if there are not suffi cient collected and available funds in your account on the date we initi ate the transacti on or on the sett lement date. We may noti fy you of such refusal electronically, in writi ng, by telephone, or otherwise no later than two (2) business days aft er the date the Order was to be eff ected (value date). We are not liable to you or to any third party for any losses or damages in the event that we reject any Order. We are not required to pay you interest on a rejected Order for the period from refusal of the Order to your receipt of the noti ce of refusal.Noti ce of Returned Orders. We may noti fy you electronically, in writi ng, by telephone, or otherwise regarding any Order that is rejected or returned for any reason. We will not be obligated to credit your account with any interest, unless the return is caused by our failure to properly execute the Order. We may att empt to remake the Order if the return is due to our error and we have suffi cient data to remake the Order. You agree to reimburse us promptly for the amount of any ACH debit or wire drawdown Orders that are reversed, adjusted or returned. You may not resubmit any ACH debit or wire drawdown Order where the payment was stopped by the accountholder.Noti ces and Statements. Informati on on internal account transfers to or from your Citi zens Business Bank accounts will be refl ected on your periodic statements and may be available to you online. We are not required to provide you with any other noti ce of the receipt, transmitt al or debiti ng of Orders. You are encouraged to validate account balances and transacti ons at

least daily. Statements are available in paper format and electronic format. Default delivery of account statements is electronic, via online banking.Provisional Credit. Credit for an ACH transfer is provisional unti l the receiving fi nancial insti tuti on obtains fi nal sett lement. If fi nal sett lement does not occur, the originator of the transfer is not deemed to have made payment to the benefi ciary, and the benefi ciary’s bank is enti tled to a refund of the provisional credit.Unauthorized Order. We may process any Order (including an amendment or cancellati on Order) we believe is transmitt ed or authorized by you if we act in compliance with the security procedure (including any callback procedure) agreed upon by you and us. Such Orders will be deemed eff ecti ve as if made by you, and you will be obligated to pay us in the amount of such Orders, even though they are not transmitt ed or authorized by you. We strongly recommend that you impose a dual control environment in connecti on with the transmission and confi rmati on of Orders. If you elect not to employ a dual control environment or choose to forego other security procedures, you acknowledge that your account informati on and balances are in greater jeopardy and subject to a signifi cantly higher potenti al risk of loss.17. Lockbox Service. For purposes of this Agreement, “Lockbox Operati ons” includes the Bank’s Lockbox processing department and any designated third-party Lockbox service provider. Lockbox Operati ons will process payments which you receive by mail or other preapproved methods from others (“Customers”) by: establishing a post offi ce box address where Customers may mail payments to you; arranging for the collecti on of such payments each business day; endorsing checks on your behalf; depositi ng payments to your designated account; and providing related accounti ng and record keeping services.Commencement of the Service. Once we noti fy you that we are ready to commence the Service, you may direct customers to mail payments to you at the post offi ce box address we designate. Lockbox Operati ons will have exclusive and unrestricted access as your agent to the mail at such address.Our Processing of Checks. You authorize Lockbox Operati ons to endorse all checks received on your behalf through this Service. Lockbox Operati ons may accept checks for deposit to your account without endorsement and regardless of any diff erence between the name of the payee and your legal name (e.g., “Acme”, as opposed to “Acme Publishing, Inc.”). You will be deemed to warrant the endorsement of all items received through this Service, as well as your right to receive such items for deposit to your account.Deposit of Checks. We will deposit customer payments to the account you have designated, pursuant to the terms of your account agreement. Lockbox Operati ons may process items received aft er our cutoff hour on a business day or on a Saturday, Sunday or holiday as of the next business day.Copies of Checks. We will make a copy or record of each check processed pursuant to this Service and will retain the record for seven (7) years. At your request and expense, Lockbox Operati ons will prepare copies of checks for you. You acknowledge that microfi lm or image processing is subject to error on occasion and agree to hold us and any third party processor we use harmless from all claims, acti ons, damages, att orney’s fees and costs associated with our inability to produce copies of checks.Irregular Items. Lockbox Operati ons may reject items for deposit that are irregular in any way. At our discreti on, Lockbox Operati ons may process, send for collecti on, or forward to you for dispositi on: checks that contain discrepancies or minor errors (e.g., a diff erence between the writt en and numerical amounts), postdated checks, stale dated checks, checks bearing payee names diff erent from your name, checks that do not bear the drawer’s signature, altered checks, checks drawn on a foreign bank or in a foreign currency, and other irregular items. Lockbox Operati ons assumes no obligati on to identi fy and/or return items bearing notati ons such as “Payment in Full.” [Note: Some Customers imprint such notati ons on checks as a normal business practi ce. We generally process such items.]Unless we agree otherwise in writi ng, Lockbox Operati ons assumes no duty to confi rm that any payment equals the amount of any accompanying payment coupon, statement or invoice. You agree not to send or have others send demand draft s (items not created by the maker and do not bear the maker’s signature but purport to be authorized by the maker) to the Lockbox.Your Instructi ons to Customers. You agree to instruct customers not to send


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cash, returned merchandise, noti ces, communicati ons or other materials (not previously approved by us in writi ng) with their payments to the address specifi ed for this Service. Unless we agree otherwise in writi ng, you also agree that you will not provide customers with marketi ng reply forms or other materials in connecti on with your billing process that customers may return with their payments to the Service address. You agree to noti fy us at least forty-fi ve (45) days in advance of any change in your remitt ance statements and/or mailing schedule.Unless otherwise agreed in writi ng, we assume no duty to you or others with respect to returned merchandise, property, or correspondence mailed to the address provided for this Service. We may return such items to the sender (if known by us) or, at your request, forward them to you at your sole risk and expense.Post-Terminati on. You agree to noti fy Customers to stop sending payments through the Lockbox following the terminati on of this Service. At your request, we may (in our sole discreti on) agree to conti nue processing payments and/or will forward mail received through the Lockbox to you for a short period of ti me following the date of terminati on. Such processing will be subject to the terms of this Agreement in eff ect on the date of terminati on. Otherwise: (a) we may terminate the Lockbox and/or refuse to pick up any further mail from the Lockbox; (b) we may forward or send to you by courier (at your expense) any Lockbox mail that comes into our possession; and (c) if you fail or refuse to pay our expense for sending you such mail, we may return or send, at your expense, any Lockbox mail to the sender (if known).Returned Items, Property or Theft . Unless otherwise agreed by the Bank in writi ng, we assume no duty or responsibility to you or others with respect to returned, damaged or stolen merchandise, property or correspondence mailed to the address provided for this Service. We may return such items to the sender (if known by us) or, at your request, forward them to you at your sole risk and expense. You acknowledge that any such merchandise, property, correspondence, checks or money instruments can be intercepted, misplaced, stolen, damaged or altered by parti es other than the Bank (“Wrongful Acts”), that the Lockbox may be established in the facility of an unrelated enti ty such as the U.S. Postal Service or United Parcel Service, and that the Bank disclaims any duty or responsibility for (and you hold the Bank harmless from) any losses or damages you may suff er or incur, whether direct, consequenti al or otherwise, as a consequence of any such Wrongful Acts.18. Mobile Banking Service. If you are approved for this Service, you can use a Mobile Device, together with your Credenti al(s), to access our Mobile Banking Services (e.g. account informati on, alerts, and funds transfers). Your Mobile Device must support 128-bit encrypti on, be web-enabled, and able to send and receive text SMS messages. This Agreement does not amend any agreement you may have with your Internet service or wireless providers. Mobile Banking may not be available over some network carriers and may not support all Mobile Devices. See our User Guide for further details and check our website for downloadable applicati ons.Consent to Receive Email and Text Messages. You may receive electronic mail (“email”) and SMS text messages relati ng to your account and transacti ons from ti me to ti me. You authorize us to send emails and SMS text messages to you in connecti on with your accounts and transacti ons at the email address or mobile phone number you provide to us, even if you elect not to receive other marketi ng messages from us in that manner. Your carrier’s normal rates and fees, such as text messaging fees, will apply. To stop receiving SMS messages you can initi ate the opt-out process by sending an SMS message. Just text “STOP” to this number: 320-75.Mobile Device Security. The Bank strongly recommends password protecti ng your Mobile Device(s). Your Mobile Device could be at risk of unauthorized tracking or other manipulati on by “spyware” or other malicious code. You agree to take reasonable precauti ons to ensure the safety, security, and integrity of transacti ons conducted with your Mobile Device (e.g. not leaving you Mobile Device unatt ended when logged into any Service). We are not liable for any unauthorized use of or transacti on initi ated on your Mobile Device, and you will indemnify us and hold us harmless from any loss or liability for any such unauthorized use or transacti on.Limitati on of Our Liability for Mobile Banking Service. Alerts that we send to you are not intended to replace your account statements or other communicati ons and may be delayed or prevented by factors aff ecti ng your

Mobile Device manufacturer, Internet service provider, or carrier. We assume no liability for losses or damages arising from the non-delivery, delayed delivery, or misdelivery of alerts. Informati on available through our website may not be available through your Mobile Device, may be described with diff erent terminology, and may vary from the informati on available through your Mobile Device.19. Image Service. Our Image Services will make available to you digital images of checks, draft s, deposited items, returned items, noti ces of debit adjustments (with respect to this secti on, “debits”) and/or noti ces of credit adjustments and deposit slips (with respect to this secti on, “credits”) with respect to specifi ed accounts established with us. Digital images will be made available to you at such ti mes as may be set forth in the applicable User Documentati on or as otherwise established by us. Images may be made available to you via online banking, fi le transmission or by CD-ROM. Digital images made available via CD-ROM may be accessed through the use of CD-ROM soft ware that we provide to you.If an image of a check or draft is missing or is illegible, we will provide you with a copy upon your request. Your request must include the account number, check serial number, exact amount and the date the payment posted to your account. We may assess a fee for copies provided to you. We will not be liable for failure to provide copies by a given ti me or for failure to provide copies we are not reasonably able to provide.Notwithstanding the Limitati on of Liability secti on of this Agreement, we will not be liable for damages arising under any Image Service in excess of the amount of the check, draft or miscellaneous debit giving rise to your claim. Any such claim must include the account number, the check serial number, the exact amount of the payment, the date the payment was made, the name of the payee, a detailed explanati on of how the claimed loss occurred and the name, address and phone number of the payee.Notwithstanding the Terminati on secti on of this Agreement, in the case of an Image Service using CD-ROM, terminati on of such service upon thirty (30) days’ noti ce may not be suffi cient to prevent producti on of that month’s CD-ROM.20. Stop Payment Service. You may stop the payment of a check or other transacti on by following the procedures established for the specifi c Service. For ACH and check stop payments, call 888.222.5432 or go into a Citi zens Business Bank Business Financial Center. Stop payment on a check can also be initi ated via Business Online Banking Service. You are responsible for performing an electronic or other search to determine that a check has not yet been paid prior to placing a stop payment request on that item. To stop payment on a check, you must provide us with ti mely, complete and accurate informati on on: the number of the account in questi on; the date of the item; the item number; the payee informati on and the EXACT amount of the item (dollars and cents). If any informati on is incomplete or incorrect, we will not be responsible for failing to stop payment on the transacti on. Requests become eff ecti ve when we confi rm their receipt and have verifi ed that the item has not been paid. There is a fee for each request (eff ecti ve for twelve (12) months), whether or not we receive your request in ti me to act upon it. Requests received aft er our cutoff hour or on non-business days may be deemed received by us as of the start of the next business day. If our online system is not available for any reason, you can contact your Business Financial Center of account to make your request.21. Smart Safe Advanced Credit Service. You agree to subscribe to and Bank agrees to provide to you smart safe sett lement services, in accordance with the terms and conditi ons set forth herein and as described in various service profi les, implementati on forms, and procedures as are required to fulfi ll the service and issued by Bank from ti me to ti me. You are responsible for maintaining a Citi zens Business Bank deposit account in good standing in order to allow for transacti on sett lement related to the service. Process. You have entered into a cash service agreement with an armored carrier of your choice (“Armored Carrier”) which will provide for placement of smart safe vaults at locati ons as specifi ed by you for the purpose of accepti ng and receipti ng of currency deposits desti ned for deposit into your account at Bank. You agree that Armored Carrier personnel will be the only party that has access to the contents of the smart safe vaults at any ti me. You have requested Bank to provide provisional credit daily to your bank account representi ng the amount of validated currency deposited into the smart safe vault each day as reported by the Armored Carrier (“Carrier Report”). You will


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instruct Armored Carrier to transport currency on a prearranged schedule, not less than once every week, to Bank’s cash vault at an Armored Carrier facility where the smart safe vault contents will be independently balanced, verifi ed, and reconciled. Any discrepancy between the Armored Carrier count and the Carrier Report will be reported to both you and Bank. Bank will accept the physical transfer of strapped currency to the Bank’s vault inventory as verifi ed and presented by Armored Carrier and will debit or credit your bank account for any reported diff erence.Schedule. Bank will access the Carrier Report daily and provide provisional credit to your account in the amount of validated currency deposited into the smart safe vault each day by 5:00 PM as reported by the Armored Carrier. Cash Deposits which have been provisionally credited to your account but have not been received at Bank’s vault will be logged as Cash in Transit. Armored Carrier will retrieve the contents of the safe at least once every week, verify and reconcile the count, and transfer custody of the currency to Bank’s Cash Vault. Upon physical receipt of currency, Bank’s Cash Vault will log receipt of the currency bag. Any discrepancy between provisional credit provided to you and Armored Carrier fi nal count will be charged back to your deposit account. Provisional credit may be revoked if currency has not been received by Bank from Armored Carrier within eight (8) business days.Bank Responsibility. Bank will in its sole discreti on provide sett lement services in the form of provisional credit daily to your bank account representi ng the amount of currency deposited into the smart safe vault each day as reported by your Armored Carrier’s Report. Bank does not directly handle, store or transport any currency, and will not in the future handle, store or transport any currency, for or on your behalf in connecti on with the smart safe sett lement service. Bank does not make any representati on or warranty regarding any Armored Carrier or Contractor and you agree that the Armored Carrier or Contractor will act solely as agent for you when accepti ng and transporti ng currency in connecti on with the smart safe sett lement service. Bank will not be liable to you or any third party for shipments, including shipments that are lost, delayed, stolen, or damaged while in transit. Bank has no role other than daily sett lement in the smart safe sett lement service and is not responsible for any performance issues or service charges associated with the delivery of the smart safe sett lement service including armored car expenses.Agreement. You agree to authorize Armored Carrier to provide Bank access to the Carrier Report in order to allow Bank to view smart safe vault acti vity for sett lement purposes. You understand and agree that Bank is providing provisional credit for smart safe vault daily deposit acti vity. You acknowledge that upon receipt of provisional credit from Bank, ownership of the contents of the smart safe vault is transferred to Bank. You agree to indemnify Bank against any acti on, claim or proceeding by another fi nancial insti tuti on which claims a security interest in the contents of the smart safe vault for which Bank has given provisional credit. Any currency deposit for which provisional credit has been received must be retrieved by the Armored Carrier, currency validated, the count verifi ed, and custody transferred to Bank within eight (8) business days of receiving provisional credit or credit may be subject to revocati on. You agree that Bank will rely solely upon the daily accuracy of the Carrier Report when providing provisional credit and that you will be responsible for any discrepancy between the Carrier Report and the physical verifi cati on of the currency by the Armored Carrier including, but not limited to counterfeit bills. Any discrepancy, including but not limited to, damage to safe, missing safe, Armored Carrier’s failure to perform, or theft of contents (whether directly from safe or during transit by Armored Carrier) will be cause for provisional credit to be revoked. In the event of any contractual dispute between Bank and Armored Carrier relati ng to the smart safe sett lement service, Bank will suspend provisional credit to you unti l the dispute is resolved. Any diff erence in the currency count reported by Armored Carrier will be charged back to you. All diff erences including but not limited to failure of the Smart Safe in any way, counterfeit bills, or theft will be charged to your sett lement account.Fees. Fees for Services will be assessed in additi on to any other service fees owed under any other deposit account or service agreement. Service fees will be collected by monthly Account Analysis to your deposit account and may be off set against any available earnings credit. Your analyzed average collected balance will be adjusted based upon your smart safe advanced credit deposits. Any shortage of earnings credit to off set overall fees will be charged to the deposit account being analyzed. Bank may change its fees from ti me to ti me upon writt en noti ce to you.

Limitati on on Liability. Bank’s duti es and responsibiliti es shall be limited to those set forth in the Agreement. In no event shall Bank be liable for (i) any delays or nonperformance by the Armored Carrier; (ii) any puniti ve, indirect, consequenti al or special damages or lost profi ts, even if Bank has been advised of the possibility of such damages, including without limitati on any claims of wrongful dishonor resulti ng from Bank’s acts or omissions under this Agreement; (iii) the acts or omissions of a contractor, vendor, processor, third party servicer or vendor used by you or Bank, or any loss, cost, damage or expense incurred by any person or enti ty in connecti on therewith; (iv) Your negligence or breach of any agreement with Bank; (v) any error, failure, delay, loss, cost, expense, or damage to you in connecti on with any communicati on link, soft ware, or any technical computer service, including soft ware installati on or de-installati on, including any performed by Bank, or your or Bank’s use thereof; (vi) any ambiguity, inaccuracy or omission in any instructi on or informati on provided to Bank; (vii) the applicati on of any government or funds-transfer system rule, guideline, policy or regulati on; or (viii) Bank’s inability to confi rm to its sati sfacti on the authority of any person to act on your behalf. There may be other excepti ons to Bank’s liability, as stated in the Deposit Agreement or other service agreements with Bank.22. Tax Payment Service. You appoint us to act as your agent for the purposes of preparing and making tax payments and deposits on your behalf. Upon our request, you agree to execute such additi onal enrollment forms and authorizati ons as we may request. You and we will agree in writi ng regarding the specifi c taxes that are to be paid as part of the Service. You authorize us to release account and tax payment informati on to any taxing authority in performing the Service and to confi rm payments.Accuracy. You are solely responsible for determining the amount of any taxes due and transmitti ng payment informati on in accordance with our procedures. You must furnish us with complete and accurate master fi le and tax payment informati on, in the form and format specifi ed by us. Transmission of transacti on data to us will be at your expense. Our record of your transmitt ed payment data will be deemed correct and complete. We will have no responsibility for (a) determining the correctness of any tax computati on or payment, (b) questi oning the ti ming or amount of any payment, (c) determining or questi oning the correctness of any report or informati on submitt ed by you (even if it appears incorrect on its face), or (d) any penalty which may be imposed if you instruct us to make a payment aft er our cutoff hour or the date the tax payment is due. You are responsible for promptly making required tax payments by another means in the event there is an interrupti on in the Service.Inability to Process. We will noti fy you orally, electronically or in writi ng if we are unable to process any report or payment in the manner contemplated by the Service no later than the banking day following the payment date. If you fail to maintain suffi cient collected and available funds in your account, we may refuse to perform the Service. If an order is rejected, it will be your responsibility to resubmit the order.Funds Awaiti ng Distributi on. When we receive your instructi on to make a tax payment, we will charge your account for the amount of the payment(s). The funds will be held by us as a non-interest bearing deposit liability to you, but will not be held in trust. Unti l we make your tax payment, your funds will be subject to off set for any debts owed to us.Cancellati on. You may cancel a payment instructi on for an impending tax payment by telephoning us at 888.222.5432 prior to our cutoff hour on the same calendar day as the original instructi on. We will not be liable to you for failing or refusing to stop payment of taxes if your noti ce is received aft er the cutoff hour. If we att empt to cancel or amend a payment or to retrieve funds at your request aft er an order has been confi rmed or acted upon, you agree to indemnify, defend and hold us harmless from all claims, acti ons, losses, expenses and costs which arise, directly or indirectly, as a result.Your Duty to Pay Taxes. You assume the risk of any failure to transmit the data to us in a ti mely and correct manner. Any interrupti on of the Service, regardless of the reason, will not relieve you of your obligati on to make a tax payment or report. You are responsible for promptly making required tax payments by another means in the event there is an interrupti on in the Service.ACH. Tax payments are made through the Automated Clearing House and will be subject to the “Fund Transfer Services” secti on of this Agreement.No Tax Advice. You acknowledge that our employees are not authorized


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or permitt ed to give tax advice to you. You agree not to seek or place any reliance upon tax advice from us or our employees.23. Overdraft s. Our practi ce of allowing overdraft s at our discreti on will not obligate us to conti nue the practi ce at a later date. We may disconti nue permitti ng overdraft s at any ti me and without prior noti ce.24. Cash Vault Service. Cash Vault services are off ered by Bank for Customers who require ground transportati on for the pick-up and delivery of cash and non-cash banking transacti ons to a cash vault. For purposes of this Agreement, “Cash Vault Operati ons” includes the Bank’s cash processing department and any designated third-party cash processing service provider. You will specify account(s) at Bank, and Bank’s Cash Vault Operati ons will process cash deposits and cash orders in connecti on with Cash Vault Services.Account. All deposits of currency, coin or checks will be credited to, and all withdrawal of currency, coin and checks will be debited against your Bank account, which you have designated for such purpose.Deposit Processing Service. Cash Vault Operati ons may accept shipments containing deposited items which have been prepared and delivered in accordance with Bank’s Cash Vault Deposit Guide procedures from anyone purporti ng to be an agent of yours. Only armored carriers may make deposits directly to a cash vault. Cash Vault Operati ons will provide receipt for shipments delivered by your agent which arrive prior to the daily deadline established by Bank. Cash Vault Operati ons’ receipt for shipments will not be deemed proof of its receipt of any contents listed in an inventory which may accompany the shipments (i.e., we validate receipt of shipment but it may take days to piece count the cash). Cash Vault Operati ons’ acceptance of any nonconforming shipments will not be deemed a waiver of any of its rights or disclaimers of liability. You assume full responsibility for the ti meliness, accuracy, completeness, form, format, and content of any informati on it furnishes to Cash Vault Operati ons with respect to deposited items.Packaging. You shall provide designated armored carrier a securely sealed or locked shipment container, sealed according to the manufacturer’s instructi ons, which may contain any or all of the following: currency, coin, or checks. You represent and warrant that it will not conceal or misrepresent any material fact concerning the property delivered to the armored courier or Cash Vault Operati ons.Deposits. Cash Vault Operati ons will count the currency, coin deposits and other valuables received. Cash Vault Operati ons’ count shall be deemed correct and fi nal. Cash Vault Operati ons will noti fy you by appropriate means of any deposit for which Bank’s count varies from your count by $10 or more. You will maintain an account at Bank for the receipt of deposits of checks, cash and/or coin, in accordance with the Treasury Management Agreement, the Account Agreement, and any other applicable agreement between you and Bank.Processing of Deposited Items. Items presented for deposit consisti ng of coin and currency may generally be provisionally credited on the Business Day of receipt by Cash Vault Operati ons, provided your armored courier arrives before Bank’s established deadline and the deposit’s preparati on conforms to Bank’s specifi cati ons. Items presented will be processed at Bank’s designated Cash Vault Operati ons processing center. All cash deposits made by you will be subject to verifi cati on by Cash Vault Operati ons within the ti me frames established by Bank. Items presented for deposit consisti ng of checks must be prepared in a separate bag, independent of any cash. Check deposits will be directed to your Banking Center and are subject to check deposit processing guidelines, restricti ons and Banking Center hours of availability.Adjustment of Errors. If shipments are missing or do not contain all items indicated on deposit listi ng tapes and deposit slips, Bank will make an adjusti ng entry to your designated account. When an adjusti ng entry is made for cash shortages/overages on deposited items, Bank will provide you an advice of the adjustment on diff erences of $10 or more.Cash Ordering Service. Bank may provide you with United States currency and coin in designated denominati ons from ti me to ti me as requested by you. Orders for currency and coin may be placed no later than the cut-off ti me established by Bank for delivery on the selected Business Day. All cash orders will be charged to the account designated by you and if no account is designated by you, then any account of yours. Only armored carriers may pick up cash orders directly from a cash vault operated by Bank. Bank may specify

a daily cash order limit and you agree that it will not initi ate cash orders in excess of the designated limit. In no event shall you initi ate a cash order in excess of the immediately available funds in the designated account. Orders placed aft er the cut-off ti me established by Bank will be made on a best eff ort and emergency basis only. Additi onal fees will apply.Sett lement. Cash orders to be delivered from a cash vault shall be delivered only to your armored carrier. Sett lement for cash orders prepared by Bank will be charged to your designated account on the Business Day of delivery to your armored carrier. Bank may specify a daily cash order limit, and you agree that it will not exceed that limit without the prior writt en consent of Bank. You will hold coin and currency shipments in the custody of two (2) or more employees unti l the contents are verifi ed. Contents must be verifi ed by strap count by you on the day of receipt and by piece count within two (2) Business Days of receipt. Discrepancies must be reported to Bank in accordance with Bank’s procedures.25. Credit Sweep Service. This Service allows your business, automati cally, to obtain an advance from or make payments to your credit line with Citi zens Business Bank (“we”, “us” or “the Bank”). Credit approval is required for this Service.Set up. You must designate a deposit account and credit line for the sweep transacti ons, and establish an amount you wish to maintain in the deposit account (the “Target Balance”). Any collected available balance in excess of the Target Balance will be considered “Excess Funds.” No amounts will be deemed in the bank account collected available balance unless such amounts are collected and available funds under the Bank’s normal policies and rules applicable to such account. A minimum Target Balance of $100,000 is required. The Bank can change the Target Balance by giving writt en noti ce to you. Such change will become eff ecti ve fourteen (14) calendar days aft er the mailing of the noti ce by the Bank.Excess Collected Funds. Each business day during which the Bank conducts normal daily banking business, if we determine that there are Excess Collected Funds in your deposit account, we will debit the deposit account and credit the credit line the lesser of (a) the amount of the Excess Funds or (b) the outstanding principal balance in the credit line plus all interest, fees and charges then outstanding on the credit line. We will not transfer funds if the amount does not at least equal any minimum established for the Service.Defi ciency. Each business day during which the Bank conducts normal daily banking business, we will determine if the amount in your deposit account does not meet the Target Balance (a “Defi ciency”). If we determine there is a Defi ciency, we will debit your credit line in an amount equal to the lesser of (a) the amount by which the collected available balance is less than the Target Balance or (b) the amount which is available to be borrowed under the Credit Line.Other Transfer Agreements. If you have arranged with us to have funds transferred to or from your deposit account or credit line by means of another Service, we may conduct transfers in accordance with these terms before or in lieu of making transfers under the other Service. You agree that we will not be in default of the agreement for the other Service as a result.Overdraft s. We may debit your deposit account in accordance with this Service even though, subsequent to such debit, the account becomes overdrawn as a result of additi onal transfers or withdrawals from the account, the return of unpaid checks, or any other cause. In that occurs, you may be assessed our then-prevailing overdraft charge.26. Correspondent Check Cashing. You may request our Bank to establish a relati onship with a correspondent bank (Correspondent Bank), whereby the Correspondent Bank may from ti me to ti me agree to cash checks drawn on your accounts with our Bank and presented in person by the payee on the check at the designated offi ce of the Correspondent Bank. You understand and agree that this Service will be subject to specifi c restricti ons, including that it will apply only to checks drawn on your accounts with our Bank, it will apply only to checks made payable to individual persons and not businesses or enti ti es, the checks will be limited to a maximum dollar amount of $7,500 per check or such lower amount as either we or our Correspondent Bank determine, and the checks may be presented and cashed only at such offi ces of the Correspondent Bank as are designated from ti me to ti me. Either we or our Correspondent Bank may withdraw this Service or vary its terms at any ti me and for any reason, with or without prior noti ce to you or to any payee on any check you have issued.


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Authorizati on and Fees. You authorize our Correspondent Bank to cash any check drawn on any of your accounts with our Bank and presented to our Correspondent Bank, regardless whether the check presented bears an unauthorized signature, contains a material alterati on or is otherwise not properly payable, and regardless whether our Correspondent Bank has followed its then current check cashing procedures in connecti on with the cashing of your check(s). You agree to pay our Bank and/or our Correspondent Bank a periodic fee for this Service, which fee will be charged whether any check is cashed during a period and may be changed by our Bank or our Correspondent Bank from ti me to ti me upon prior writt en noti fi cati on to you in accordance with this Agreement. In additi on, a per-check check cashing fee shall apply with respect to checks cashed by our Correspondent Bank.Terminati on of Service. In additi on to the terminati on provisions in this Agreement, the Bank may immediately and without prior noti ce terminate this Service whenever it has any basis to believe that there will not be suffi cient available funds in any of your accounts to pay any check when presented. The provisions of this Agreement and any related documentati on will conti nue in eff ect with respect to all checks cashed by our Correspondent Bank prior to terminati on of this Service.Guarantee of Check Payment. You unconditi onally guarantee payment of all checks presented to or otherwise paid by our Correspondent Bank even though at the ti me any parti cular check is presented for payment (a) the endorsement of the named payee is unauthorized; (b) the check was not drawn, issued or authorized by you; (c) our bank or our Correspondent Bank has received a valid stop payment order regarding the check; (d) the check is cashed or otherwise paid even though you do not have suffi cient funds in your account to cover the check; (e) your account has been closed or our Bank or our Correspondent Bank is prohibited from paying checks drawn against your account; or (f) our Bank or our Correspondent Bank has knowledge that the check bears an unauthorized signature, contains a material alterati on, or is otherwise not properly payable.Obligati on of Reimbursement. If a check drawn on your account is dishonored or if our Bank is obligated to reimburse our Correspondent Bank or any collecti ng bank with respect to a check drawn on your account, upon writt en demand accompanied by evidence of such dishonor or reimbursement, you agree to promptly reimburse our Bank for all resulti ng loss. You hereby waive presentment and other noti ce of dishonor. In additi on, you agree that our Bank has the right to debit or chargeback any account of yours at our Bank for any such loss.Bank’s Limitati on of Liability and Company’s Agreement to Indemnify Bank. In additi on to the provisions of Paragraphs 38 and 41 below, Bank will have no liability, including liability for any consequenti al, special, puniti ve or indirect loss or damage which you, our Correspondent Bank, a payee, the drawee, any collecti ng bank or any other person may incur or suff er in connecti on with a check drawn on any of your account(s). You will indemnify, defend, and save harmless Bank, and each of its directors, offi cers, employees, and agents (collecti vely in this secti on, “Indemnifi ed Persons”) from and against all liabiliti es, losses, damages, claims, obligati ons, demands, charges, costs, or expenses (including reasonable fees and disbursements of legal counsel and accountants) (collecti vely, “Losses and Liabiliti es”) awarded against or incurred or suff ered by Indemnifi ed Persons arising directly or indirectly from or related to the cashing of any Check by Bank in accordance with this Service this provision on Limitati on of Liability and Indemnifi cati on, and the preceding provisions on Guarantees of Check Payment and Obligati on of Reimbursement, shall survive terminati on of this Service and/or terminati on of this Agreement.27. Zero (Target) Balance Account Service. You maintain commercial checking account(s) with a zero or other target balance into which funds may be transferred from linked accounts designated by you in order to cover Debits presented for payment against the Zero Balance Account.If Zero Balance Account Service (“ZBA Service”) has been requested and agreed to by Bank, you authorize Bank at the end of each Business Day to transfer, on a manual or automated basis, all of the available/collected and/or ledger funds in the demand deposit accounts designated by you as “Subsidiary” Accounts into the account designated by you as its central concentrati on “Master” Account. Under the ZBA Service, Bank will automati cally transfer available/collected and/or ledger funds from the Master Account to the

relevant Subsidiary Account to pay checks and other debit items presented for payment against the Subsidiary Accounts. Conversely, as deposits occur in the Subsidiary Accounts, available/collected funds and/or ledger funds balance in those Subsidiary Accounts will automati cally be transferred to the Master Account. In this manner, the Subsidiary Account will be maintained at a target available/collected funds balance and/or ledger balance as defi ned by you, which may be zero (0) dollars or some other target amount. Bank’s provision of ZBA Service will be governed by this Secti on, other relevant porti ons of this Agreement and the deposit contracts governing your Master Accounts and Subsidiary Accounts.Designated Master and Subsidiary Accounts. On the relevant service Applicati on, you will designate a Master Account and at least one (1) Subsidiary Account to be subject to the ZBA Service. You may change the designated Master and Subsidiary Accounts and may add or delete a Subsidiary Account by providing Bank with verbal or writt en noti ce conforming to Bank’s security procedures. Bank will make requested change within a reasonable ti me following Bank’s receipt of such noti ce.Account Acti vity. Order of Payment and Rejecti on of Items. You may draw checks and other items on your ZBA Service Subsidiary Accounts, provided the aggregate amount of such checks and other items do not overdraw your Master Account. You agree not to issue any checks or other debit items on the Master Account or any Subsidiary Account if the aggregate amount of all such items would exceed the combined available/collected funds balance on deposit in the Master Account and/or the applicable Subsidiary Account.You hereby acknowledge that, at the end of each Business Day, as part of Bank’s closing process for each of your Master and Subsidiary Accounts, Bank will make the funds transfers necessary to pay the checks and debit items presented for payment from such Accounts. Bank will not be required to honor any checks or other debit items drawn on any Master or Subsidiary Account, if there would be insuffi cient available and collected funds in the Master Account to pay those debit items. If Bank decides, in Bank’s sole discreti on, to honor an item which creates an overdraft , you shall be subject to Bank’s standard overdraft fees and other terms and conditi ons of this Agreement and any other agreement with Bank regarding negati ve balances, overdraft protecti on, if any, and other related subjects. If Bank does honor an item that creates an overdraft on your Master Account, Bank will not be obligated to conti nue the practi ce at a later ti me, nor will Bank be obligated to noti fy you of such disconti nuance. Bank may decide the order in which checks or other debit items are received during any banking day will be presented and/or paid from the applicable Account and to reject for insuffi cient funds and such items that would exceed the available/collected funds balance in the Master Account. Any checks or other debit items that will cause the Master Account to become overdrawn may be dishonored by Bank and such dishonor shall cause you to be subject to Bank’s standard NSF fees and other charges for each such dishonored item.Indirect and Unauthorized Access. You acknowledge that access to Master Account balances may be gained by any Authorized Representati ve who has signing authority on a Subsidiary Account, regardless of whether you have also granted that person signing authority on the Master Account. You shall indemnify and hold Bank harmless against all claims, demands, suits, proceedings, losses, liabiliti es, damages, and expenses (including att orneys’ fees) relati ng, directly or indirectly, to such access to the Master Account through a Subsidiary Account or otherwise to any unauthorized use of this service by you, your employees, agents, or any third-party who gains access through any act or omission by you, or by your employees or agents.28. Additi onal Services. Bank may make other Treasury Management Services available. Such services will be subject to separate agreement(s), amendment(s) to this Agreement, and/or additi onal terms contained in the applicable Service Agreement.

GENERAL PROVISIONS29. Amendments. The terms and conditi ons of this Agreement may be amended by us at any ti me. We may amend (add to, delete or change) the terms of this Agreement, the Service fees, and the User Guides by providing you with prior noti ce. We may amend our security procedures without prior noti ce if immediate changes are required for security reasons or the changes do not have a material eff ect on your use of the Services.


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30. Assignment. We may assign our rights and delegate our duti es under this agreement to a company affi liated with us or to a third party. You may not assign any right or delegate any obligati on under this Agreement without our prior writt en consent.31. Cutoff Hours and Business Days. Some of our Services are subject to processing cutoff hours. Informati on on cutoff hours can be found in certain User Guides and Service schedules. You also can obtain informati on by calling us at 888.222.5432. As of the date of this Agreement, our standard cutoff hours (Pacifi c Time) to submit transacti ons for processing are detailed below and are subject to change without noti ce:

Automated Clearing House (ACH) Originati on• Online Banking: 3:30 PM• Direct Transmission: 3:30 PM

Bill Payment• Online Banking: 2:00 PM

(4 bus. days before eff ecti ve date)Positi ve Pay & Reconcilement Services

• Check Positi ve Pay: 7:00 PM (transmit issued check fi le)• Check & ACH Positi ve Pay: 7:00 AM (excepti ons available)• Check & ACH Positi ve Pay: 11:00 AM (excepti on decision deadline)• Full Reconcilement: 7:00 PM (transmit issued check fi le)• Full/Parti al Reconcilement: 7:00 AM (output fi le available)

Remote Deposit Capture (RDC)• Remote Deposit: 7:00 PM

Image Cash Lett er• Image Cash Lett er: 7:00 PM

TTAX• TTAX Payment: 3:00 PM (min. 1 bus day before due date)

Wire Transfer Initi ati on• Manual: 1:00 PM• Online Banking: 2:30 PM• Direct Transmission: 2:30 PM

Other Online Banking Functi ons• Stop Payment: 7:00 PM• Internal Account Transfer: 7:00 PM

Positi ve Pay Service Deadline. The 7:00 PM deadline to submit an issued check fi le allows the system to compare that informati on against checks received for presentment during that same night’s processing. Issued check informati on submitt ed aft er 7:00 PM will be used by the system eff ecti ve the following business day.Business Days & Holidays. Our business days are Monday through Friday, excluding holidays. Instructi ons received aft er the cutoff hour or on a non- business day may be deemed received as of the next business day. Originated ACH transacti ons with an eff ecti ve date immediately following a holiday should be submitt ed a minimum of two (2) business days prior to the eff ecti ve date. Services may occasionally be unavailable due to needed maintenance or system/network interrupti ons.32. Financial Transacti ons and the Offi ce of Foreign Assets Control (OFAC). The Offi ce of Foreign Assets Control (“OFAC”) of the U.S. Department of the Treasury administers and implements laws that enforces economic and trade sancti ons against targeted foreign countries, terrorism sponsoring organizati ons and internati onal narcoti cs traffi ckers based on United States (“U.S.”) foreign policy and nati onal security goals.All U.S. persons are required to comply with OFAC, which includes U.S. Citi zens, permanent resident aliens regardless of where they are located, persons and enti ti es within the U.S., U.S. incorporated enti ti es and their foreign branches, and targeted enti ti es as referenced in the Specially Designated Nati onals (“SDN”) List.

All parti es to a transacti on are required to be checked against the list of names of individuals, enti ti es, geographical locati ons or countries that have been identi fi ed by OFAC, including but not limited to benefi ciaries/benefactor, collateral owners, guarantors/cosigners, receiving parti es (payees of loan/lease disbursements), sending parti es, power of att orneys, and anyone with fi duciary duti es and responsibiliti es (Trustee, Administrator, Executor, etc.).OFAC covers a broad area of fi nancial transacti ons. Every type of fi nancial transacti on should be reviewed for OFAC compliance, including deposit accounts, loan and lease accounts, lett ers of credit, safe deposit box rentals, wire transfers, ACH transfers, trust accounts, payments to vendor/service providers, and any transacti on of value.If a party within a fi nancial transacti on registers a potenti al match against the OFAC list, the transacti on is fl agged for further review. OFAC requires fi nancial insti tuti ons to block or reject transacti ons containing a verifi ed individual, enti ty or country that appears on the OFAC list. Once the transacti on is blocked, the fi nancial insti tuti on must report the blocking to OFAC within ten (10) business days from the date of the att empted transacti on.33. Electronic Mail/Internet. If you send us electronic mail (“email”), we may not receive or review it immediately. We will have a reasonable ti me to act upon any email request or noti ce, and reserve the right to reject any transacti on or request received by email (e.g., a request to wire funds). You acknowledge that, even though email may be encrypted, we cannot ensure that it will not be intercepted or aff ected by the acti ons or omissions of others, such as third party networks or persons with access to the Internet. Our service providers and the Bank assume no responsibility for viruses created by third parti es, or for any third party’s unauthorized access to, or use of, your computer system. Email containing sensiti ve informati on about yourself or your accounts should only be sent in email that is encrypted and sent through a secure email system.34. Enti re Agreement. This Agreement incorporates, supplements, and supersedes where inconsistent the terms of your account agreement with us. Unless we provide otherwise in writi ng, they consti tute (along with any related Service applicati ons, setup forms, User Guides, and schedules) the enti re agreement between you and us with respect to the Services.35. Fees. You agree to pay us the fees we establish for each of the Services (see our related fee schedules for details). If your accounts with us are analyzed, you may be able to use your available earnings credit to off set certain Service charges. If your analyzed accounts contain funds belonging to third parti es, you represent that your use of any related earnings credit is not limited by law, regulati on or any agreement with such third parti es, and that you have any required authorizati on by such third parti es for such use.In additi on to the Service fees, you agree to pay for all taxes, tariff s, fi nes, penalti es and assessments levied or imposed by any government agency in connecti on with the Services, this Agreement, and/or the soft ware or equipment made available to you (excluding any income tax payable by us). You also are responsible for the costs of any communicati on lines and any data processing charges payable to third parti es.36. Financial Statement. You agree to provide us with a current fi nancial statement and other informati on regarding your fi nancial conditi on upon our request.37. Governing Law/Compliance. This Agreement will be governed by and construed in accordance with the laws of California, without reference to its confl ict of law provisions. You agree not to conduct any transacti ons that would violate the laws of any state or the United States, including the economic sancti ons administered by the U.S. Treasury’s Offi ce of Foreign Assets Control. You may not use your account or any account-related service to process Internet gambling transacti ons or facilitate any acti vity that would violate applicable law.38. Indemnifi cati on. You agree to indemnify, defend and hold us, our parent company, affi liates, and subsidiaries, and our respecti ve directors, offi cers, employees and agents, harmless from and against any claim, damage, loss, liability and cost (including, without limitati on, att orney’s fees) of any kind which results directly or indirectly, in whole or in part, from: (a) our acti ons or omissions, if they are in accordance with your instructi ons or the terms of this Agreement; (b) the acti ons or omissions of you, your agents or employees; (c) any warranty that we or a correspondent bank are required to make to a


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third party in connecti on with a Service; (d) your use or distributi on of any Bank Equipment, your Equipment, third party Equipment or soft ware made available to you through any Service that is inconsistent with this Agreement or the license or sublicense that you receive; or (e) your failure to comply with applicable law. This provision shall survive the terminati on of this Agreement.39. Informati on Processing and Reporti ng. We off er a number of Services that require us to receive, process and report informati on involving your accounts and transacti ons. We will not be responsible for determining the accuracy, ti meliness or completeness of any informati on that you, your agents or others provide to us. We will not have a duty to interpret the content of any data transmitt ed to us, except to the limited extent set forth in this Agreement. Unless otherwise agreed in writi ng, we will not be required (by means of any security procedure or otherwise) to detect errors in the transmission or content of any informati on we receive from you or third parti es. Our sole responsibility for any reporti ng errors caused by us will be to reprocess the informati on for the period in questi on and to provide corrected reports at our own expense. You agree to maintain adequate backup fi les of the data you submit for a reasonable period of ti me in order to facilitate any needed reconstructi on of your transacti ons (e.g., due to a telecommunicati ons failure). If we are unable to provide a Service for any reason, we will promptly inform you of the problem and will take reasonable steps to resume processing.We are not responsible for the manner in which you use any informati on provided or made available to you through a Service. We are not responsible for any cash management program or fi nancial soft ware used by you. We do not commit to conti nue to provide informati on in any parti cular format or otherwise in a manner that is compati ble with any program used by you.40. Judicial Reference. If a dispute involving $25,000 or more arises between us with respect to this Agreement, its enforcement or our Services, either of us may require that it be resolved by judicial reference in accordance with California Code of Civil Procedure, Secti ons 638, et seq. The referee shall be a reti red judge, agreed upon by the parti es, from either the American Arbitrati on Associati on (AAA) or Judicial Arbitrati on and Mediati on Service, Inc. (JAMS). If you and we cannot agree on the referee, the party who initi ally selected the reference procedure shall request a panel of ten reti red judges from either AAA or JAMS, and the court shall select the referee from that panel. The costs of the reference procedure, including the fee for the court reporter, shall be borne equally by all parti es as the costs are incurred. The referee shall: hear all pre-trial and post-trial matt ers, including requests for equitable relief; prepare an award with writt en fi ndings of fact and conclusions of law; and apporti on costs as appropriate. Judgment upon the award shall be entered in the court in which such proceeding was commenced and all parti es shall have full rights of appeal. This provision will not be deemed to limit or constrain our right to set off , to obtain provisional or ancillary remedies, to interplead funds in the event of a dispute, to exercise any security interest or lien we may hold in property, or to comply with legal process involving your accounts or other property. Venue for any acti on brought in accordance with this provision shall be in Ontario, California.41. Limitati on of Liability. Except as otherwise stated in this Agreement, we will be liable to you only for damages arising directly from our intenti onal misconduct or gross negligence in the performance of the Services. We will not be responsible for any loss, delay, cost or liability to the extent that it arises, directly or indirectly, in whole or in part, from: (a) your acti ons or omissions, or those of third parti es which are not within our immediate and reasonable control (including, but not limited to, any Internal Security Breaches or the intercepti on, corrupti on and/or modifi cati on of instructi ons that you send to us); (b) your negligence or breach of any agreement with us; (c) any ambiguity, inaccuracy or omission in any instructi on or informati on provided to us; (d) any error, failure or delay in the transmission or delivery of data, records or items due to a breakdown in any computer or communicati ons facility; (e) accidents, strikes, labor disputes, civil unrest, fi re, fl ood, water damage (e.g., from fi re suppression systems), or acts of God; (f) causes beyond our reasonable control; (g) the applicati on of any government or funds-transfer system rule, guideline, policy or regulati on; (h) the lack of available funds in your account to complete a transacti on; (i) our inability to confi rm the authority of any person to act on your behalf; or (j) your failure to follow any applicable soft ware manufacturer’s recommendati ons or our Service instructi ons. There may be other excepti ons to our liability, as stated

in your account or other Service agreements with us.We will not be responsible under any circumstances for special, indirect, or consequenti al damages which you incur as a result of our acti ons or omissions, even if we are aware of the possibility for such damages. Our liability and your remedy for actual costs and losses resulti ng from our failure to transmit funds in the correct amount or to the correct benefi ciary listed in your funds transfer Orders shall not exceed the direct money damages that you incur as a result of the failure (e.g., the amount of a wire transfer that is sent to the wrong party, or the amount by which a transfer exceeds the amount you authorized, plus interest as permitt ed by law). In all other cases, our liability and your remedy for actual costs and losses resulti ng from our acti ons and/or omissions, whether the claim is in contract or tort, will not exceed the lesser of (i) six ti mes the average monthly charge for the Service(s) in questi on for the three months immediately preceding the cost or loss, or (ii) $25,000.Any claim, acti on or proceeding by you to enforce the terms of this Agreement or to recover for any Service-related loss must be commenced within one (1) year from the date that the event giving rise to the claim, acti on or proceeding fi rst occurs. You agree to cooperate with us in any loss recovery eff orts we undertake to reduce any loss or liability that arises in connecti on with your Services. You acknowledge that our Service fees have been established in contemplati on of: (a) these limitati ons on our liability; (b) your agreement to review statements, confi rmati ons, and noti ces promptly and to noti fy us immediately of any discrepancies or problems; and (c) your agreement to assist us in any loss recovery eff ort.42. Overdraft s. Our practi ce of allowing overdraft s on a case-by-case basis will not obligate us to conti nue the practi ce at a later date. We may disconti nue permitti ng overdraft s at any ti me and without prior noti ce.43. Noti ces. You agree to contact us immediately by calling 888.222.5432 if you discover: (a) any error or discrepancy between your records and the informati on we provide to you about your accounts or transacti ons (e.g., in a statement, confi rmati on, or electronic report); (b) unauthorized transacti ons involving any account; (c) a breach in the confi denti ality of any Credenti als; or (d) other problems related to the Services.You must also send us a writt en noti ce of any discrepancy or other problem, including a statement of the relevant facts, within a reasonable ti me (not to exceed fi ft een (15) days from the date you fi rst discover the problem or receive informati on refl ecti ng the problem, whichever occurs fi rst). If you fail to noti fy us in writi ng within fi ft een (15) days, you agree that, in additi on to any other limitati ons on our liability: (a) in the case of an erroneous funds transfer, you will be liable for all losses up to the amount thereof (as well as any loss of interest), which result from your failure to give us such noti ce or which might have been prevented by your giving us such noti ce; and (b) in the case of an unauthorized funds transfer, we will not be liable for any loss of interest which results from your failure to give us such noti ce or which might have been prevented by your giving us such noti ce.You agree to provide us with at least thirty (30) days’ advance noti ce of: (a) any material (20% or greater) change in your ownership; (b) any material change in the type, scope or nature of your business; or (c) any anti cipated (20% or greater) increase in the amount or volume of your automated clearing house transacti ons over the preceding calendar quarter (if applicable).Unless otherwise agreed, all noti ces required by this Agreement must be in writi ng. You agree that we will not be deemed to have received any communicati on from you unless and unti l we have actually received the communicati on and in a form and at the locati on required by us. You agree to provide us with advance noti ce of any change in your address or email address by calling Citi zens Business Bank Client Support at 888.222.5432. Writt en noti ce should also be submitt ed, either by U.S. mail to Citi zens Business Bank Client Support, PO Box 3938, Rancho Cucamonga, CA 91730 or to the email address provided when speaking with Client Support.Noti ces to you may be mailed or sent to you at the statement, email or mailing address shown for you in our deposit or Service records, or by posti ng the noti ce at our website or made available via online banking services.You agree on behalf of yourself, your employees and agents that we may monitor and record your telephone and electronic communicati ons in connecti on with the Services at any ti me.44. Records. Unless a diff erent period is provided in a User Guide, you will


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retain and provide to us, upon request, all informati on necessary to remake or reconstruct any transacti on, transmission, fi le or entry for ten (10) business days following receipt by us of the original transacti on document, tape, fi le, entry, transmission, or other order aff ecti ng an account.45. Reliance on Third Parti es. Our ability to provide certain Services is dependent upon our ability to obtain or provide access to third party vendors and networks. In the event any third party is unavailable or we determine, in our discreti on, that we cannot conti nue providing any third party network access, we may disconti nue the related Service or may provide the Service through a diff erent party. In such situati ons, we will have no liability for the delay or unavailability of access. We will not be responsible for any services you receive from third party vendors.46. Security Interest. You grant us a security interest in your accounts with us (other than fi duciary accounts maintained for the benefi t of others) to secure the repayment of any overdraft or other obligati on that you incur under this Agreement.47. Terminati on. Either party may terminate this Agreement as to some or all of the Services, with or without cause, by giving thirty (30) days prior noti ce to the other party. We may suspend or terminate any Service or this Agreement immediately and without prior noti ce if: (a) you breach any agreement with us; (b) the confi denti ality of your Credenti als is compromised; (c) we have reason to believe that an unauthorized transacti on has taken or may take place involving any of your accounts or any of the Services; (d) you become insolvent or the subject of a bankruptcy, receivership, or dissoluti on proceeding; or (e) we are uncertain as to any person’s authority to give us instructi ons regarding your accounts or the Services. The terminati on of this Agreement will not aff ect the rights or obligati ons of the parti es that arise prior to terminati on (e.g., the indemnifi cati on and record retenti on requirements).48. Third Parti es. This Agreement is made for the exclusive benefi t of you and us. No third party has any rights under this Agreement. Unless you have our prior writt en consent, you may not use the Services to process transacti ons for third parti es or permit others to initi ate Service transacti ons on your behalf.49. Transacti on Limits and Safeguards. You agree not to exceed the transacti on limits we establish from ti me to ti me for your account or any Service. You will not allow anyone to initi ate transacti ons on your behalf without proper supervision and adequate safeguards. You agree to review pending instructi ons prior to their submission to ensure that they are complete, accurate and properly authorized.50. Validity/Waivers. If any provision of this Agreement is found to be void or invalid, the remainder of this Agreement will remain in full force and eff ect. Any waiver by us must be in writi ng to be eff ecti ve. Our waiver of any right will not be deemed a waiver of other rights or of the same right at another ti me.


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Merchant Bankcard Agreement | 110.1.19 PROOF v4

TERMS AND CONDITIONS FOR MERCHANT BANKCARD AGREEMENT1. Merchant’s Acceptance of Payment Instruments1.1 Exclusivity. You will tender to us Transacti on Data generated from all your Transacti ons via electronic data transmission according to our formats and procedures. You will not use the services of any bank, corporati on, enti ty, or person other than Bank for authorizati on or processing of Transacti on Data throughout the term of this Agreement.1.2 Certain Payment Acceptance Policies. Each Payment Transacti on and Conveyed Transacti on must be evidenced by a single Transacti on Data record completed with (i) the transacti on date; (ii) a brief descripti on of the goods or services sold, returned, or canceled; (iii) the price of the goods or services, including applicable taxes, or amount of any credit or adjustment; (iv) the Customer name; (v) your name in a manner recognizable to Customers; (vi) your address; (vii) a customer service telephone number; (viii) any applicable terms and conditi ons; (ix) the exact date any free trials end; and (x) any other informati on that the applicable Payment Brand may require. You shall not impose any surcharge or fi nance charge on a Payment Transacti on or Conveyed Transacti on or otherwise require the Customer to pay any fees payable by you under this Agreement if prohibited by the applicable Payment Brand. You shall not engage in any practi ce that unfavorably discriminates against or provides unequal treatment of the use of any Payment Brand over any other Payment Brand. You shall not set a dollar amount above or below which you refuse to honor otherwise valid Payment Instruments in violati on of Payment Brand Rules. With respect to any Payment Transacti on or Conveyed Transacti on for which the Payment Instrument being used is not physically presented, such as in any on-line, mail, telephone, or pre-authorized transacti on, you must (i) have noti fi ed us on your applicati on or otherwise in writi ng of your intenti on to conduct such transacti ons and secured our agreement to accept them; and (ii) have reasonable procedures in place to ensure that each Transacti on is made to a purchaser who actually is the Customer. Notwithstanding the foregoing, you acknowledge that under certain Payment Brand Rules, you cannot rebut a Chargeback where the Customer disputes making the purchase without an electronic record (for example, “swiping” or “tapping” a Payment Instrument) or physical imprint of the Payment Instrument.1.3 Operati ng Guide; Payment Brand Rules. You agree to comply with the operati ng guide att ached to this Agreement, as amended from ti me to ti me (“Operati ng Guide”), all Payment Brand Rules, and such other procedures as we may from ti me to ti me prescribe for the creati on or transmission of Transacti on Data. We may modify and supplement the Operati ng Guide in order to comply with requirements imposed by the Payment Brand Rules. You acknowledge that you have received a copy of the Operati ng Guide at or prior to your executi on of this Agreement. To the extent that the Operati ng Guide is inconsistent with the Payment Brand Rules, the Payment Brand Rules shall prevail. 1.4 Requirements for Certain Transacti ons. As to all Payment Transacti ons and Conveyed Transacti ons you tender to us for processing, you represent and warrant that:

a. The Payment Transacti on represents payment or refund of payment for the bona fi de sale or lease of the goods, services, or both, that you have provided in the ordinary course of your business, and the Payment Transacti on is not submitt ed on behalf of a third-party.

b. The Payment Transacti on represents an obligati on of the Customer for the amount of the Payment Transacti on.

c. The Payment Transacti on does not involve any element of credit for payment of a previously dishonored Payment Instrument or for any other purpose except payment for a current transacti on, and, except in the case of approved installment or pre-payment plans, the goods have been shipped or services actually rendered to the Customer.

d. The Payment Transacti on is free from any alterati on not authorized by the Customer.

e. The amount charged to the Customer that is represented in the Payment Transacti on is not subject to any dispute, setoff , or counterclaim.

f. Neither you nor your employee has advanced any cash to the Customer (except as authorized by the Payment Brand Rules) or to yourself or to any of your representati ves, agents, or employees in connecti on with the Payment Transacti on, nor have you accepted payment for eff ecti ng credits to a Customer.

g. The goods or services related to each Payment Transacti on are your sole property and you are free to sell them.

h. You have made no representati ons or agreements for the issuance of refunds except as it states in your return/cancellati on policy, which has been previously submitt ed to us in writi ng as provided in Secti on 3.

i. Any credit transacti on submitt ed to us represents a refund or adjustment to a Payment Transacti on previously submitt ed to Bank.

j. You have no knowledge or noti ce of informati on that would lead you to believe that the enforceability or collectability of the subject Payment Transacti on is in any manner impaired. The Payment Transacti on is in compliance with all applicable laws, ordinances, and regulati ons. You have originated the Payment Transacti on in compliance with this Agreement and the applicable Payment Brand Rules.

k. For a Payment Transacti on where the Customer pays in installments or on a deferred payment plan, a Transacti on Data record has been prepared separately for each installment transacti on or deferred payment on the date(s) the Customer agreed to be charged. All installments and deferred payments, whether or not they have been submitt ed to us for processing, shall be deemed to be a part of the original Payment Transacti on.

l. You have not submitt ed any Payment Transacti on that you know or should have known to be either fraudulent or not authorized by the Customer or otherwise in violati on of any provision of this Agreement or Payment Brand Rules.

2. Authorizati ons2.1 Obtaining Authorizati ons. You are required to obtain authorizati on/approval codes for all Payment Transacti ons by contacti ng the center designated by Bank. You acknowledge that the authorizati on/approval code of a Payment Transacti on indicates only (i) that the Payment Instrument contains a valid account number; and (ii) that suffi cient balance is available for the Payment Transacti on at the ti me the authorizati on is given, but it does not consti tute a representati on from us, a Payment Brand or a card issuing bank that a parti cular Payment Transacti on is in fact a valid or undisputed transacti on entered into by the actual Customer. 2.2 Lack of Authorizati on. We reserve the right to refuse to process any Transacti on Data presented by you (i) if you do not record a proper authorizati on/approval code, (ii) if we determine that the Transacti on Data is or will become uncollecti ble from the Customer to which the transacti on would otherwise be charged, or (iii) if we determine that the Transacti on Data was prepared in violati on of any provision of this Agreement or the Payment Brand Rules.

3. Refunds and Adjustments3.1 Disclosure of Refund Policy. You are required to maintain a fair policy with regard to the return/cancellati on of merchandise or services and adjustment of Transacti ons. You are required to disclose your return/cancellati on policy to us on your applicati on. Your return/cancellati on policy must be disclosed to your customers.3.2 Changes to Policy. Any change in your return/cancellati on policy must be submitt ed in writi ng to us not less than 14 days prior to the eff ecti ve date of such change. We reserve the right to refuse to process any Transacti on Data made subject to a revised return/cancellati on policy of which we have not been noti fi ed in advance. 3.3 Procedure for Refunds/Adjustments. If you allow a price adjustment, return of merchandise, or cancellati on of services in connecti on with a Payment Transacti on, you will prepare and deliver to us Transacti on Data refl ecti ng such refund or adjustment within 3 days of receiving the Customer’s request for such refund/adjustment. The amount of the refund/adjustment cannot exceed the amount shown as the total on the original Transacti on Data except by the exact amount required to reimburse the Customer for


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2 | Merchant Bankcard Agreement 10.1.19PROOF v4

postage that the Customer paid to return merchandise. You are not allowed to accept cash or any other payment or considerati on from a Customer in return for preparing a refund to be deposited to the Customer’s account; nor may you give cash refunds to a Customer in connecti on with a Payment Transacti on, unless required by law.

4. Sett lement4.1. Submission of Transacti on Data. You must transmit your Transacti on Data to us no later than the business day immediately following the day that such Transacti on Data is originated. Failure to do so can result in higher interchange fees and other costs and increased Chargebacks. For debit card transacti ons that are credits to a Customer’s account, you agree to transmit such Transacti ons to us within 24 hours of receiving the authorizati on for such credit. Unless otherwise indicated on Schedule A, you will be solely responsible for all communicati on expenses required to facilitate the transmission of all Transacti on Data to us.4.2 Merchant’s Sett lement Account. In order to receive funds from Bank, you must maintain an account at a bank that is a member of the Automated Clearing House (“ACH”) system or the Federal Reserve wire system (“Sett lement Account”). During the term of the Agreement, and thereaft er unti l we noti fy you that all monies due from you under this Agreement have been paid in full, you agree not to close your Sett lement Account without giving us at least 5 days’ prior writt en noti ce and substi tuti ng another Sett lement Account. You are solely liable for all fees, costs, and expenses associated with your Sett lement Account and for all overdraft s. You authorize Bank to initi ate electronic credit and debit entries and adjustments to your Sett lement Account at any ti me without regard to the source of any monies in the Sett lement Account. This authority will remain in full force and eff ect unti l we noti fy you that all monies due from you under this Agreement have been paid in full. We will not be liable for any of your losses or expenses whatsoever resulti ng from delays in receipt of funds or errors in Sett lement Account entries caused by third parti es, including, without limitati on, delays or errors by either the Payment Brands or your bank. 4.3 Conveyed Transacti ons. To the extent that you submit any Conveyed Transacti on for processing by Bank and you do not have a valid agreement in eff ect with the applicable Payment Brand, you hereby authorize us, at our opti on, to submit such transacti on to the applicable Payment Brand, and to share with the Payment Brand such informati on from your Merchant Applicati on as may be required by the Payment Brand in order to approve your acceptance of its Payment Instrument as a method(s) of payment. Subject to such approval you agree to the applicable Payment Brand’s standard terms and conditi ons with respect to your acceptance of its method(s) of payment. Upon your transmission of such Conveyed Transacti on to us, we will forward the Conveyed Transacti on to the appropriate Payment Brand. Payment of the proceeds due you will be governed by whatever agreement you have with that Payment Brand, and we do not bear any responsibility for their performance. If your agreement with a Payment Brand requires such Payment Brand’s consent for us to perform the services contemplated by our Agreement, you are responsible for obtaining that consent.4.4 Transfer of Sett lement Funds. For all Payment Transacti ons, we will process your Transacti on Data to facilitate the funds transfer between the various Payment Brands and you for Payment Transacti ons. Promptly aft er we receive credit for such Transacti on Data, we will provide provisional credit to your Sett lement Account for the proceeds. The proceeds payable to you shall be equal to the amounts received by us in connecti on with your Transacti on Data minus the sum of the following: (i) all fees imposed by us or any third parti es passed through to you, charges, and discounts set forth in Schedule A; (ii) all adjustments and Chargebacks; (iii) all equipment charges (if any); (iv) all Customer refunds, returns, and adjustments; (v) all Reserve Account amounts; and (vi) any fees, charges, fi nes, assessments, penalti es, or other liabiliti es that may be imposed on us or the Member, from ti me to ti me, by the Payment Brands and all related costs and expenses incurred by us. You agree that all amounts set forth above, and any other amounts are due and payable by you at the ti me the related services are rendered to you; that all Reserve Account amounts are due and payable by you upon establishment; and that the related Chargebacks, Customer refunds, and adjustments, fees, charges, fi nes, assessments, penalti es, and all other liabiliti es are due and payable by you when we receive noti ce thereof from the Payment Brands or

otherwise pursuant to Secti on 4. In the event we do not deduct such amounts from the proceeds payable to you, you agree to pay all such amounts to us. Alternati vely, at our opti on, we may debit the Sett lement Account for such amounts. Without limiti ng the foregoing or our rights under Secti on 7.2 or Secti on 10, if a Payment Brand noti fi es us or the Member that it intends to impose any fi ne or penalty as a result of excessive Chargebacks or your acts or omissions (including, without limitati on, your failure to fully comply with any Payment Brand Rules), we may suspend the processing of your Payment Transacti ons. 4.5 Negati ve Amounts. To the extent the proceeds from Payment Transacti ons do not represent suffi cient credits or the Sett lement Account does not have a suffi cient balance to pay amounts due or reasonably anti cipated to become due under this Agreement, we may pursue one or more of the following opti ons: (i) demand and receive immediate payment for such amounts; (ii) debit your Sett lement Account for the amount of the negati ve balance; (iii)withhold your sett lement payments unti l all amounts are paid; (iv) delay presentati on of your refunds unti l you make a payment to us of a suffi cient amount to cover the negati ve balance; (v) collect any amount due or which may become due to us from any of your bank accounts without noti ce to you; and (vi) pursue any other remedies we may have at law or in equity. Furthermore, if the amount represented by your Transacti on Data in any day is negati ve due to refunds/credits being submitt ed by you in excess of your proceeds from Transacti on Data, you shall provide us with suffi cient funds prior to the submission of the Transacti on Data so as to prevent the occurrence of a negati ve balance. 4.6 Delinquency/Merchant Fraud. At any ti me and from ti me to ti me we may temporarily suspend or delay payments to you and/or designate an amount of funds that we must maintain in order to protect us against the risk of, among other things, existi ng, potenti al, or anti cipated Chargebacks and to sati sfy your other obligati ons under this Agreement (such funds being hereinaft er referred to as the “Reserve Account”), which may be funded in the same manner as provided for negati ve balances in Secti on 4.5. The Reserve Account will contain suffi cient funds to cover any unbilled processing costs plus our esti mated exposure based on reasonable criteria for Chargebacks, returns, unshipped merchandise, and/or unfulfi lled services and all additi onal liabiliti es anti cipated under this Agreement. We may (but are not required to) apply funds in the Reserve Account toward, and set off any funds that would otherwise be payable to you, the sati sfacti on of any amounts which are or become due from you pursuant to this Agreement. The Reserve Account will be held and controlled by Bank, will not bear interest, and you will have no legal right or interest in the funds in the Reserve Account; provided, however, that upon sati sfacti on of all of your obligati ons under this Agreement, we will pay to you any funds then remaining in the Reserve Account. Any funds in the Reserve Account may be commingled with other funds, and need not be maintained in a separate account. Eff ecti ve upon our establishment of a Reserve Account, you irrevocably grant to us a security interest in any interest you may now have or later acquire in any and all funds, together with the proceeds thereof, that may at any ti me be in our possession and would otherwise be payable to you pursuant to the terms of this Agreement. You agree to execute and deliver to us such instruments and documents (including, without limitati on, security agreements and releases) that we may reasonably request (i) to perfect and confi rm the security interest and right of setoff set forth in this Agreement; and (ii) in connecti on with any return of Reserve Account funds.

5. Accounti ngWe will supply a detailed statement refl ecti ng the acti vity for your merchant account(s) by on-line access (or otherwise if we agree). We will not be responsible for any error that you do not bring to our att enti on within 90 days from the date of such statement.

6. Retrieval Requests6.1 Records. You agree to store original documentati on or legible copies of each Transacti on for at least 18 months from the date of such Transacti on. You may not charge a fee to your Customers for the creati on or storage of such copies. We may, at our discreti on, require you to deliver copies of Transacti on Data to us rather than storing it. 6.2 Response to Retrieval Requests. We will send you any Retrieval Request


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that we cannot sati sfy with the informati on we have on fi le concerning any Payment Transacti on. In response, you must provide us in writi ng by certi fi ed or overnight mail or by confi rmed fax (or by other means as agreed to by Bank) the resoluti on of your investi gati on of such Retrieval Request and include legible copies of any documentati on required by the Retrieval Request within 7 business days aft er we send it to you (or such shorter ti me as the Payment Brand Rules may require). You acknowledge that your failure to fulfi ll a Retrieval Request in accordance with Payment Brand Rules may result in an irreversible Chargeback.

7. Chargebacks7.1 Chargeback Reasons. You may receive a Chargeback from a Customer or a Payment Brand for a number of reasons under the Payment Brand Rules. The following are some of the most common reasons for Chargebacks, and in no way is this intended to be an exhausti ve list of possible Chargeback reasons: a. Your failure to issue a refund to a Customer upon the return or non-

delivery of goods or services. b. A required authorizati on/approval code was not obtained. c. The Transacti on Data was prepared incorrectly or fraudulently. d. We did not receive your response to a Retrieval Request within 7 business

days or any shorter ti me period required by the Payment Brand Rules.e. The Customer disputes the Transacti on or the signature on the

Transacti on Data, or claims that the Transacti on is subject to a set-off , defense, or counterclaim.

f. The Customer refuses to make payment for a Transacti on because, in the Customer’s good faith opinion, a claim or complaint has not been resolved, or has been resolved by you in an unsati sfactory manner.

g. The credit or debit card comprising the Payment Instrument was not actually presented at the ti me of the Payment Transacti on or you failed to obtain an electronic record or physical imprint of such Payment Instrument, and the Customer denies making the purchase. The Merchant acknowledges that, under these circumstances, the fact that an authorizati on/approval code was obtained does not mean that a parti cular Transacti on is a valid or undisputed transacti on entered into by the actual Customer.

7.2 Excessive Chargebacks. If you are receiving an excessive amount of Chargebacks, as determined by the Payment Brands from ti me to ti me, in additi on to our other remedies under this Agreement we may take the following acti ons: (i) review your internal procedures relati ng to acceptance of Payment Instruments and noti fy you of new procedures you could adopt in order to avoid future Chargebacks; (ii) noti fy you of a new rate we will charge you to process your Chargebacks; (iii) collect from you (pursuant to Secti on 4.6) an amount reasonably determined by us to be suffi cient to cover anti cipated Chargebacks and all related fees, expenses, and fi nes; or (iv) terminate the Agreement with writt en noti ce of terminati on. You also agree to pay any and all Payment Brand fees and fi nes assessed against you or against Bank or Member relati ng to your violati on of this Agreement, the Operati ng Guide, or the Payment Brand Rules with respect to your acceptance of Payment Instruments, your Transacti on Data or with respect to excessive Chargebacks under this Secti on. 7.3 Claims of Customers. You have full liability if any Transacti on Data for which we have given the Sett lement Account provisional credit is the subject of a Chargeback. Subsequently, you may resubmit applicable Transacti on Data for a second presentment, but only in accordance with Payment Brand Rules. To the extent that we have paid or may be called upon to pay a Chargeback, refund or adjustment for or on the account of a Customer and you do not reimburse us as provided in this Agreement, then for the purpose of our obtaining reimbursement of such sums paid or anti cipated to be paid, we have all of the rights and remedies of such Customer under applicable federal, state, or local laws and you authorize us to assert any and all such claims in our own name for and on behalf of any such Customer individually or all such Customers as a class.

8. Display of Payment Brand MarksMerchant is prohibited from using the Payment Brand Marks, as defi ned below, other than as expressly authorized by us in writi ng or by the Payment

Brands. Payment Brand Marks mean the brands, emblems, trademarks and/or logos that identi fy a Payment Brand. Additi onally, Merchant shall not use the Payment Brand Marks other than to display decals, signage, adverti sing and other forms depicti ng the Payment Brand Marks that are provided to Merchant (i) by the Payment Brands; (ii) by us pursuant to this Agreement; or (iii) as otherwise approved in writi ng by us. Merchant may use the Payment Brand Marks only to promote the services covered by the Marks by using them on decals, indoor and outdoor signs, adverti sing materials and marketi ng materials; provided that all such uses by Merchant must be in writi ng and approved by us and consistent with Payment Brand Rules. Merchant shall not use the Payment Brand Marks in such a way that customers could believe that the products or services off ered by Merchant are sponsored or guaranteed by the owners of the Marks. Merchant recognizes that it has no ownership rights in the Payment Brand Marks. Merchant shall not assign to any third-party the rights to use the Payment Brand Marks. Merchant’s sublicense to use the Payment Brand Marks hereunder terminates simultaneously with the terminati on of the Agreement.

9. Fees9.1 Schedule A. You agree to pay us for the services as set forth in Schedule A in accordance with this Agreement. Unless otherwise expressly stated in Schedule A, such pricing is based on all Transacti ons qualifying under the Payment Brand Rules for the lowest Payment Brand interchange rates. For Transacti ons that do not qualify for the best rate, Payment Brands may provide for a “downgrade,” and we will apply a higher rate than the qualifying rate shown on Schedule A. Fees payable under this Agreement that contain a fracti on of a cent will be rounded up to the next full cent. 9.2 Price Changes. We may modify the pricing on Schedule A with 30 days’ prior writt en noti ce. In additi on, we may change our fees, charges, and discounts resulti ng from (i) changes in Payment Brand fees (such as interchange, assessments, and other charges); (ii) changes in pricing by any third-party provider of a product or service used by you; or (iii) fees which are added by a Payment Brand. Such new prices will be applicable to you as of the eff ecti ve date established by the Payment Brand or third-party provider.

10. Terminati on10.1 Term. The initi al term of this Agreement shall commence upon our acceptance hereof as evidenced by our acceptance of your fi rst Transacti on for processing hereunder, and shall conti nue unti l either (i) terminated by you by giving at least 30 days’ prior writt en noti ce to us or (ii) terminated by us by giving noti ce to you (such terminati on by us to be eff ecti ve as of a date set forth in such noti ce, or, if no such date is set forth, to be eff ecti ve as of the date such noti ce is received by you). 10.2 Terminati on Fee. If you terminate the agreement within the fi rst three (3) years following the date of your executi on of this agreement (the “Payback Period”), you agree to pay de-conversion fees of (i) the greater of one thousand dollars ($1,000.00) for each merchant locati on or an amount equal to three (3) ti mes the average monthly processing fees (to be calculated over the last twelve (12) months of processing or if less than twelve (12) months of processing, the actual number of months processed) charged to the Merchant, where monthly processing fees are the amount stated as the Total Charges and Fees on your Merchant statement; and (ii) an amount equal to the stored value transacti on fees incurred by you during the calendar month immediately preceding terminati on, multi plied by the number of months remaining in the Payback Period. In the event the payment of such de-conversion fees is limited to applicable law, the amount payable to us pursuant to this secti on shall be limited to the maximum amount permitt ed under applicable law. Such amounts will be funded, to the extent possible, according the same methods for collecti ng amounts due under this agreement. You acknowledge and agree that the de-conversion fee provided herein is fair and equitable compensati on to Bank for the risk and expense incurred by Bank with respect to (x) the interim credit risks assumed by Bank for payment transacti ons and (y) the costs (internal and external) assumed by Bank with respect to program set up, compliance and training, merchant support services, and hardware and soft ware provision support.10.3 Reporti ng. We reserve the right to place you or any person owning or controlling your business in the MATCH fi le (Member Alert to Control High-Risk Merchants) maintained by Visa® and Mastercard® in the event this Agreement is terminated for cause.


10.4 Account Acti vity Aft er Terminati on. Terminati on does not aff ect either party’s respecti ve rights and obligati ons under this Agreement as to Transacti on Data submitt ed before terminati on. If you submit Transacti on Data to us aft er the date of terminati on, we may, at our sole discreti on and without waiving any of our rights or remedies under this Agreement, process such Transacti on Data in accordance with all of the terms of this Agreement. Upon noti ce of any terminati on of this Agreement, we may esti mate the aggregate dollar amount of Chargebacks and other obligati ons, liabiliti es, and expenses that we reasonably anti cipate subsequent to terminati on, and you agree to immediately deposit such amount in your Sett lement Account or as otherwise directed by us, or we may withhold such amount from your sett lement funds, in order to establish a Reserve Account pursuant to and governed by the terms and conditi ons of this Agreement.

11. IndemnityYou agree to indemnify Bank, Member, the Payment Brands, and their respecti ve affi liates, offi cers, directors, employees, agents, and sponsoring banks from any losses, liabiliti es, and damages of any and every kind (including, without limitati on, our costs, expenses and reasonable att orneys’ fees) arising out of any claim, complaint, or Chargeback (i) made or claimed by a Customer with respect to any Transacti on or Transacti on Data submitt ed by you; (ii) caused by your noncompliance with this Agreement, the Operati ng Guide, or the Payment Brand Rules, including any breach of a representati on or warranty made by you; (iii) resulti ng from any voluntary or involuntary bankruptcy or insolvency proceeding by or against you; or (iv) related to your placement or the placement of any person owning or controlling your business in the MATCH fi les maintained by Visa and Mastercard. The indemnifi cati on provided for in this Secti on does not apply to any claim or complaint to the extent it is caused by Bank’s own gross negligence or willful misconduct. The indemnity provided under this Secti on 11 shall survive the terminati on of this Agreement.

12. No Disclosure of Customer Informati onYou will exercise reasonable care to prevent disclosure or use of Payment Instrument Informati on, other than (i) to your agents and contractors for the purpose of assisti ng you in completi ng a Payment Transacti on, (ii) to the applicable Payment Brand, or (iii) as specifi cally required by law. You are allowed by the Payment Brand Rules to store only certain Payment Instrument Informati on (the “Permitt ed Informati on”) currently limited to the customer’s name, Payment Instrument account number and expirati on date) and are prohibited from storing additi onal Payment Instrument Informati on, including, without limitati on, any security code data such as CVV2, CVC2, and PIN data, and any magneti c stripe track data. You will store all media containing Permitt ed Informati on in an unreadable format wherever it is stored and in an area limited to selected personnel on a “need to know” basis only and prior to either party discarding any material containing Payment Instrument Informati on, the party will destroy it in a manner rendering the account numbers unreadable. If at any ti me you determine that Payment Instrument Informati on has been compromised you will noti fy Bank immediately and assist in providing noti fi cati on to such parti es as may be required by law, by Payment Brand Rules, or as we otherwise reasonably deem necessary. Merchant informati on may be shared by us with our affi liates and with the Payment Brands subject to the provisions of this Agreement and Payment Brand Rules. You agree to comply with all data security standards, guidelines and requirements that may be published from ti me to ti me by any Payment Brand, including, without limitati on, the Payment Card Industry Data Security Standards (collecti vely, the “Security Guidelines”). You further agree to provide us upon our request with such tests, scans and assessments of your compliance with Security Guidelines as required by the Payment Brands. You must noti fy us of your use of any Service Provider and, to the extent required by each Payment Brand all Service Providers must be (i) compliant with all Security Guidelines applicable to Service Providers, and (ii) registered with and/or recognized by such Payment Brand(s) as being so compliant. You agree to exercise reasonable due diligence to ensure that all of your Service Providers, and any other agents, business partners, contractors, or subcontractors with access to Payment Instrument Informati on, maintain compliance with the Security Guidelines. To the extent required by each Payment Brand, all payment applicati ons, or soft ware involved in the processing, storing, receiving or transmitt al of Payment Instrument Informati on, shall be (i) compliant with

all Security Guidelines applicable to such payment applicati ons or soft ware, and (ii) registered with and/or recognized by such Payment Brand(s) as being so compliant. You understand that your failure to comply with the Payment Brand Rules, including the Security Guidelines, or the compromise of any Payment Instrument Informati on, may result in assessments, fi nes, and/or penalti es by the Payment Brands, and you agree to indemnify and reimburse us immediately for any such assessment, fi ne, or penalty imposed on us or the Member and any related loss, cost or expense incurred by us or the Member. If any Payment Brand requires a forensic examinati on of you or any of your Service Providers, agents, business partners, contractors, or subcontractors due to a data security compromise event or suspected event, you agree to cooperate with such forensic examinati on (including, without limitati on, the engagement of an examiner acceptable to the relevant Payment Brand) and agree to pay for all costs and expenses related to such forensic examinati on, including all of our att orneys’ fees and other costs relati ng to such forensic examinati on.

13. Informati on About Merchant’s Business13.1 Additi onal Financial Informati on. Each Merchant and the undersigned Guarantors (if any) agrees to furnish to us upon 5 days’ noti ce such fi nancial statements and informati on concerning such Guarantors and Merchant and each of Guarantor’s and Merchant’s parents, subsidiaries, and affi liated enti ti es as we may request.13.2 Other Informati on. With prior noti ce and during your normal business hours, our duly authorized representati ves may visit your business premises and may examine your books and records that pertain to your Transacti on Data or your compliance with this Agreement. You agree to provide us at least 30 days’ prior writt en noti ce of your intent to change your product line or services, or your trade name, or the manner in which you accept Payment Instruments. If we determine such a change is material to our relati onship with you, we may refuse to process Transacti on Data made subsequent to the change. You agree to provide us with prompt writt en noti ce if you are the subject of any voluntary or involuntary bankruptcy or insolvency peti ti on or proceeding. You will also provide us with prompt writt en noti ce of (i) any adverse change in your fi nancial conditi on, (ii) any planned or anti cipated liquidati on or substanti al change within the basic nature of your business, (iii) any transfer or sale of any substanti al part (25% or more in value) of your total assets, or (iv) if you or your parent is not a corporati on whose shares are listed on a nati onal securiti es exchange or on the over-the-counter market, any change in the control or ownership of you or your parent. You will also noti fy us of any judgment, writ, warrant of att achment, executi on or levy against any substanti al part (25% or more in value) of your total assets not later than three (3) days aft er you obtain knowledge of any such judgment, writ, warrant of att achment, executi on or levy.

14. Disclaimer; Limitati on of DamagesSubject to Secti on 5, we will, at our own expense, correct any Transacti on Data to the extent that such errors have been caused by us or by malfuncti ons of our processing systems. Under no circumstances will Bank’s fi nancial responsibility for our failure of performance under this Agreement exceed the total fees paid to us under this Agreement (net of Payment Brand fees, third-party fees, interchange, assessments, and fi nes) for the six (6) months prior to the ti me the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS AGREEMENT. THIS AGREEMENT IS A SERVICE AGREEMENT, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BANK AND MEMBER DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.


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10.4 Account Acti vity Aft er Terminati on. Terminati on does not aff ect either party’s respecti ve rights and obligati ons under this Agreement as to Transacti on Data submitt ed before terminati on. If you submit Transacti on Data to us aft er the date of terminati on, we may, at our sole discreti on and without waiving any of our rights or remedies under this Agreement, process such Transacti on Data in accordance with all of the terms of this Agreement. Upon noti ce of any terminati on of this Agreement, we may esti mate the aggregate dollar amount of Chargebacks and other obligati ons, liabiliti es, and expenses that we reasonably anti cipate subsequent to terminati on, and you agree to immediately deposit such amount in your Sett lement Account or as otherwise directed by us, or we may withhold such amount from your sett lement funds, in order to establish a Reserve Account pursuant to and governed by the terms and conditi ons of this Agreement.

11. IndemnityYou agree to indemnify Bank, Member, the Payment Brands, and their respecti ve affi liates, offi cers, directors, employees, agents, and sponsoring banks from any losses, liabiliti es, and damages of any and every kind (including, without limitati on, our costs, expenses and reasonable att orneys’ fees) arising out of any claim, complaint, or Chargeback (i) made or claimed by a Customer with respect to any Transacti on or Transacti on Data submitt ed by you; (ii) caused by your noncompliance with this Agreement, the Operati ng Guide, or the Payment Brand Rules, including any breach of a representati on or warranty made by you; (iii) resulti ng from any voluntary or involuntary bankruptcy or insolvency proceeding by or against you; or (iv) related to your placement or the placement of any person owning or controlling your business in the MATCH fi les maintained by Visa and Mastercard. The indemnifi cati on provided for in this Secti on does not apply to any claim or complaint to the extent it is caused by Bank’s own gross negligence or willful misconduct. The indemnity provided under this Secti on 11 shall survive the terminati on of this Agreement.

12. No Disclosure of Customer Informati onYou will exercise reasonable care to prevent disclosure or use of Payment Instrument Informati on, other than (i) to your agents and contractors for the purpose of assisti ng you in completi ng a Payment Transacti on, (ii) to the applicable Payment Brand, or (iii) as specifi cally required by law. You are allowed by the Payment Brand Rules to store only certain Payment Instrument Informati on (the “Permitt ed Informati on”) currently limited to the customer’s name, Payment Instrument account number and expirati on date) and are prohibited from storing additi onal Payment Instrument Informati on, including, without limitati on, any security code data such as CVV2, CVC2, and PIN data, and any magneti c stripe track data. You will store all media containing Permitt ed Informati on in an unreadable format wherever it is stored and in an area limited to selected personnel on a “need to know” basis only and prior to either party discarding any material containing Payment Instrument Informati on, the party will destroy it in a manner rendering the account numbers unreadable. If at any ti me you determine that Payment Instrument Informati on has been compromised you will noti fy Bank immediately and assist in providing noti fi cati on to such parti es as may be required by law, by Payment Brand Rules, or as we otherwise reasonably deem necessary. Merchant informati on may be shared by us with our affi liates and with the Payment Brands subject to the provisions of this Agreement and Payment Brand Rules. You agree to comply with all data security standards, guidelines and requirements that may be published from ti me to ti me by any Payment Brand, including, without limitati on, the Payment Card Industry Data Security Standards (collecti vely, the “Security Guidelines”). You further agree to provide us upon our request with such tests, scans and assessments of your compliance with Security Guidelines as required by the Payment Brands. You must noti fy us of your use of any Service Provider and, to the extent required by each Payment Brand all Service Providers must be (i) compliant with all Security Guidelines applicable to Service Providers, and (ii) registered with and/or recognized by such Payment Brand(s) as being so compliant. You agree to exercise reasonable due diligence to ensure that all of your Service Providers, and any other agents, business partners, contractors, or subcontractors with access to Payment Instrument Informati on, maintain compliance with the Security Guidelines. To the extent required by each Payment Brand, all payment applicati ons, or soft ware involved in the processing, storing, receiving or transmitt al of Payment Instrument Informati on, shall be (i) compliant with

all Security Guidelines applicable to such payment applicati ons or soft ware, and (ii) registered with and/or recognized by such Payment Brand(s) as being so compliant. You understand that your failure to comply with the Payment Brand Rules, including the Security Guidelines, or the compromise of any Payment Instrument Informati on, may result in assessments, fi nes, and/or penalti es by the Payment Brands, and you agree to indemnify and reimburse us immediately for any such assessment, fi ne, or penalty imposed on us or the Member and any related loss, cost or expense incurred by us or the Member. If any Payment Brand requires a forensic examinati on of you or any of your Service Providers, agents, business partners, contractors, or subcontractors due to a data security compromise event or suspected event, you agree to cooperate with such forensic examinati on (including, without limitati on, the engagement of an examiner acceptable to the relevant Payment Brand) and agree to pay for all costs and expenses related to such forensic examinati on, including all of our att orneys’ fees and other costs relati ng to such forensic examinati on.

13. Informati on About Merchant’s Business13.1 Additi onal Financial Informati on. Each Merchant and the undersigned Guarantors (if any) agrees to furnish to us upon 5 days’ noti ce such fi nancial statements and informati on concerning such Guarantors and Merchant and each of Guarantor’s and Merchant’s parents, subsidiaries, and affi liated enti ti es as we may request.13.2 Other Informati on. With prior noti ce and during your normal business hours, our duly authorized representati ves may visit your business premises and may examine your books and records that pertain to your Transacti on Data or your compliance with this Agreement. You agree to provide us at least 30 days’ prior writt en noti ce of your intent to change your product line or services, or your trade name, or the manner in which you accept Payment Instruments. If we determine such a change is material to our relati onship with you, we may refuse to process Transacti on Data made subsequent to the change. You agree to provide us with prompt writt en noti ce if you are the subject of any voluntary or involuntary bankruptcy or insolvency peti ti on or proceeding. You will also provide us with prompt writt en noti ce of (i) any adverse change in your fi nancial conditi on, (ii) any planned or anti cipated liquidati on or substanti al change within the basic nature of your business, (iii) any transfer or sale of any substanti al part (25% or more in value) of your total assets, or (iv) if you or your parent is not a corporati on whose shares are listed on a nati onal securiti es exchange or on the over-the-counter market, any change in the control or ownership of you or your parent. You will also noti fy us of any judgment, writ, warrant of att achment, executi on or levy against any substanti al part (25% or more in value) of your total assets not later than three (3) days aft er you obtain knowledge of any such judgment, writ, warrant of att achment, executi on or levy.

14. Disclaimer; Limitati on of DamagesSubject to Secti on 5, we will, at our own expense, correct any Transacti on Data to the extent that such errors have been caused by us or by malfuncti ons of our processing systems. Under no circumstances will Bank’s fi nancial responsibility for our failure of performance under this Agreement exceed the total fees paid to us under this Agreement (net of Payment Brand fees, third-party fees, interchange, assessments, and fi nes) for the six (6) months prior to the ti me the liability arose. EXCEPT AS OTHERWISE PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL ANY PARTY, ITS RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, OR AFFILIATES, BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OR ANY LOSS, THEFT, DISAPPEARANCE, OR DAMAGE TO DATA TRANSMITTED ELECTRONICALLY IN CONNECTION WITH THIS AGREEMENT. THIS AGREEMENT IS A SERVICE AGREEMENT, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, BANK AND MEMBER DISCLAIM ALL OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO MERCHANT OR ANY OTHER PERSON, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE (REGARDLESS OF ANY COURSE OF DEALING, CUSTOM, OR USAGE OF TRADE) OF ANY SERVICES PROVIDED UNDER THIS AGREEMENT OR ANY GOODS PROVIDED INCIDENTAL TO SUCH SERVICES.


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15. Miscellaneous15.1 Taxes. Unless you are otherwise exempt, you agree to pay any taxes imposed on the services, equipment, intellectual property, supplies, and other goods purchased or tangible property provided under this Agreement, and you authorize us to increase the amount we collect from you to refl ect any and all assessments or increases in the sale, use, occupati onal, property, lease, or other taxes imposed on such sale or lease of services, tangible property, or intellectual property, equipment, supplies, and other goods purchased.15.2 Applicati on and Credit Check. You represent and warrant that statements made on your Applicati on for this Agreement are true as of the date of your executi on of this Agreement. Your signature on this Agreement authorizes us to perform any credit check deemed necessary with respect to Merchant and its directors, offi cers, affi liates, principals, and guarantors (if applicable). 15.3 Secti on Headings. The secti on headings of this Agreement are for convenience only and do not defi ne, limit, or describe the scope or intent of this Agreement. 15.4 Assignment. We may assign this Agreement to an enti ty qualifi ed under Payment Brand Rules to perform our obligati ons under this Agreement. You cannot assign or transfer your rights or delegate your responsibiliti es under this Agreement without our prior writt en consent. Failure to obtain our consent may result in a terminati on of this Agreement. 15.5 Parti es. This Agreement binds you and us and our respecti ve heirs, representati ves, successors (including those by merger and acquisiti on), and permitt ed assigns. You represent and warrant that your executi on of and performance under this Agreement (i) in no way breaches, contravenes, violates, or in any manner confl icts with any of your other legal obligati ons, including, without limitati on, your corporate charter or similar document or any agreement between you and any third-party or affi liated enti ty; (ii) has been duly authorized by all necessary acti on and does not require any consent or other acti on by or in respect of any third-party; and (iii) that the person signing this Agreement on your behalf is duly authorized to do so. In providing services to you, we will not be acti ng in the capacity of your agent, partner, or joint venturer, and we are acti ng as an independent contractor. Each party agrees that any other party may publicly disclose, through press releases or otherwise, the existence of the business relati onship that is the subject of this Agreement. Any such disclosure may identi fy the parti es by name but shall not, without the prior writt en consent of the non-disclosing party, include any of the terms of this Agreement. 15.6 Severability. Should any provision of this Agreement be determined to be invalid or unenforceable under any law, rule, or regulati on, including any Payment Brand Rule, such determinati on will not aff ect the validity or enforceability of any other provision of this Agreement. 15.7 Waivers. No term or conditi on of this Agreement may be waived except pursuant to a writt en waiver executed by the party against whom such waiver is sought to be enforced. 15.8 Enti re Agreement. The Payment Brand Rules, Operati ng Guide, Applicati on, and all schedules, and att achments to this Agreement are made a part of this Agreement for all purposes. This Agreement represents the enti re understanding between Merchant and Bank with respect to the matt ers contained herein and supersedes any prior agreements between the parti es. This Agreement shall prevail over the terms of any agreement governing the Sett lement Account. 15.9 Noti ces. Except as otherwise provided in this Agreement, all noti ces must be given in writi ng and either hand delivered, faxed, or mailed fi rst class, postage prepaid or sent via overnight courier (and will be deemed to be given when so delivered or mailed), to the addresses set forth below or to such other address as either party may from ti me to ti me specify to the other party in writi ng.15.10 Governing Law; Waiver of Jury Trial; Arbitrati on. This Agreement will be governed by and construed in accordance with the laws of the State of California without reference to confl ict of law provisions. Any acti on, proceeding, arbitrati on or mediati on relati ng to or arising from this Agreement must be brought, held, or otherwise occur in Ontario, California. PLEASE READ THIS PROVISION CAREFULLY. IT PROVIDES THAT ANY DISPUTE MAY BE RESOLVED BY BINDING ARBITRATION. ARBITRATION REPLACES THE RIGHT TO GO TO COURT, INCLUDING THE RIGHT TO A JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION OR SIMILAR PROCEEDING. Any claim,

dispute, or controversy (“Claim”) by either you or Bank against the other, or against the offi cers, directors, employees, agents, parents, subsidiaries, affi liates, benefi ciaries, agents, successors, or assigns of the other, arising from or relati ng in any way to this Agreement or to our relati onship, including Claims regarding the applicability of this arbitrati on clause or the validity of the enti re Agreement, shall be resolved exclusively and fi nally by binding arbitrati on administered by the Nati onal Arbitrati on Forum, under its Code of Procedure in eff ect at the ti me the Claim is fi led, except as otherwise provided below. All Claims are subject to arbitrati on, no matt er what theory they are based on. This includes Claims based on contract, tort (including intenti onal tort), fraud, agency, your or our negligence, statutory or regulatory provisions, or any other source of law. Claims and remedies sought as part of a class acti on, private att orney general, or other representati ve acti on are subject to arbitrati on on an individual (non-class, non-representati ve) basis only, and the arbitrator may award relief only on an individual (non-class, non-representati ve) basis. You and Bank will agree on another arbitrati on forum if the Nati onal Arbitrati on Forum ceases operati ons. The arbitrati on will be conducted before a single arbitrator and will be limited solely to the Claim between you and us. The arbitrati on, or any porti on of it, will not be consolidated with any other arbitrati on and will not be conducted on a class-wide or class acti on basis. The prohibiti on against class acti on contained in this Secti on shall be non-severable from the remainder of this Secti on. If either party prevails in the arbitrati on of any Claim against the other, the non-prevailing party will reimburse the prevailing party for any fees it paid to the Nati onal Arbitrati on Forum in connecti on with the arbitrati on, as well as for any reasonable att orneys’ fees incurred by the prevailing party in connecti on with such arbitrati on. Any decision rendered in such arbitrati on proceedings will be fi nal and binding on the parti es, and judgment may be entered in a court of competent jurisdicti on. Rules and forms of the Nati onal Arbitrati on Forum may be obtained and Claims may be fi led at any Nati onal Arbitrati on Forum offi ce, www.arb-forum.com, or P.O. Box 50191, Minneapolis, Minnesota 55405, telephone 1-800-474-2371. Any arbitrati on hearing at which you appear will take place at a locati on within Ontario, California. This arbitrati on agreement is made pursuant to a transacti on involving interstate commerce, and shall be governed by the Federal Arbitrati on Act, 9 U.S.C.§§ 1-16. This arbitrati on agreement applies to all Claims now in existence or that may arise in the future. Nothing in this Agreement shall be construed to prevent any party’s use of (or advancement of any Claims, defenses, or off sets in) bankruptcy or repossession, replevin, judicial foreclosure or any other prejudgment or provisional remedy relati ng to any collateral, security, or other property interests for contractual debts now or hereaft er owned by either party to the other. IN THE ABSENCE OF THIS ARBITRATION AGREEMENT, YOU AND WE MAY OTHERWISE HAVE HAD A RIGHT OR OPPORTUNITY TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR A JURY AND/OR TO PARTICIPATE OR BE REPRESENTED IN LITIGATION FILED IN COURT BY OTHERS (INCLUDING CLASS ACTIONS), BUT EXCEPT AS OTHERWISE PROVIDED ABOVE, THOSE RIGHTS, INCLUDING ANY RIGHT TO A JURY TRIAL, ARE WAIVED AND ALL CLAIMS MUST NOW BE RESOLVED THROUGH ARBITRATION.15.11 Further Limits on Claims. Any claim, acti on or proceeding by you to enforce the terms of this Agreement or to recover for any service-related loss must be commenced within one (1) year from the date that the event giving rise to the claim, acti on or proceeding fi rst occurs. You agree to cooperate with us in any loss recovery eff orts we undertake to reduce any loss or liability that arises in connecti on with your services. You acknowledge that our service fees have been established in contemplati on of: (a) these limitati ons on our liability; (b) your agreement to review statements, confi rmati ons, and noti ces promptly and to noti fy us immediately of any discrepancies or problems; and (c) your agreement to assist us in any loss recovery eff ort.15.12 Force Majeure. Neither party will be liable for delays in processing or other nonperformance caused by such events as fi res, telecommunicati ons or uti lity or power failures, equipment failures, labor strife, riots, war, terrorist att ack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respecti ve party has no reasonable control, except that nothing in this Secti on 15.12 will aff ect or excuse your liabiliti es and obligati ons for Chargebacks, refunds, or unfulfi lled products and services. 15.13 Amendment. This Agreement may be amended at any ti me by Bank upon noti ce to you. Your conti nued submission of Transacti ons to us following such noti ce will be deemed to be your acceptance of such amendment.


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16. SurvivalThe provisions of Secti ons 4.2, 4.4, 4.5, 4.6, 6.1, 7, 10.2, 11, 12, 14, 15, and 17 shall survive the terminati on of this Agreement.

17. Defi niti ons“Applicati on” is your statement of your fi nancial conditi on, the characteristi cs of your business or organizati on that you have submitt ed to us on the cover pages of this Agreement, and related informati on you have submitt ed to us, including credit and fi nancial informati on, to induce us to enter into this Agreement with you and that has induced us to process your Transacti ons under the terms and conditi ons of this Agreement. “Chargeback” is a reversal of a Transacti on you previously presented to Bank pursuant to Payment Brand Rules. “Conveyed Transacti on” is any Payment Transacti on conveyed to a Payment Brand for sett lement by such Payment Brand directly to Merchant.“Customer” is the person or enti ty to whom a Payment Instrument is issued or who is otherwise enti tled to use a Payment Instrument. “Customer Informati on” is personal informati on related to a Customer or a Customer’s Payment Instrument that is obtained by a Merchant as part of a Transacti on. Such informati on may include, but not be limited to, Customer’s name, address, phone number, date of birth, Payment Instrument account number and expirati on date, PIN data, and CVV2 or CVC2 data, and any data read, scanned, or otherwise obtained from the Payment Instrument, whether printed thereon, or magneti cally, electronically or otherwise stored thereon. “Eff ecti ve Date” means the date this Agreement takes eff ect pursuant to Secti on 10.1. “Bank,” “we,” “our,” and “us” is Citi zens Business Bank, having its principal offi ce at 701 North Haven Avenue, Suite 350, Ontario, California 91764.“Merchant,”“you,” and “your” is the Merchant identi fi ed in the Applicati on on the cover page of the Agreement. “Member” is the enti ty providing sponsorship to Bank as required by all applicable Payment Brand. “Payment Brand” is any payment method provider whose payment method is accepted by Bank for processing, including, but not limited to, Visa, U.S.A., Inc., Mastercard Internati onal, Inc., Discover® Financial Services, LLC and other credit and debit card providers, debit network providers, gift cards, and other stored value and loyalty program providers. “Payment Brand Rules” are the bylaws, rules, and regulati ons, as they exist from ti me to ti me, of the Payment Brands. “Payment Applicati on” is a third-party applicati on used by Merchant that is involved in the authorizati on or sett lement of Transacti on Data. “Payment Instrument” is an account, or evidence of an account, authorized and established between a Customer and a Payment Brand, or representati ves or members of a Payment Brand that you accept from Customers. Payment Instruments include, but are not limited to, credit and debit cards, stored value cards, loyalty cards, electronic gift cards, authorized account or access numbers, paper certi fi cates, credit accounts and the like. “Payment Instrument Informati on” is personal informati on related to a Customer or the Customer’s Payment Instrument, that is obtained by Merchant from the Customer’s Payment Instrument, or from the Customer in connecti on with his or her use of a Payment Instrument (for example a security code, a PIN number, or the customer’s Zip code when provided as part of an address verifi cati on system). Without limiti ng the foregoing, such informati on may include a Customer’s name, Payment Instrument account number and expirati on date, date of birth, PIN data, security code data such as CVV2, CVC2, and any data read, scanned, or otherwise obtained from the Payment Instrument, whether printed thereon, or magneti cally, electronically or otherwise stored thereon. “Payment Transacti on” is a transacti on conducted between a Customer and Merchant uti lizing a Payment Instrument in which considerati on is exchanged between the Customer and Merchant. “Permitt ed Customer Informati on” is Customer Informati on which is permitt ed to be stored in an unreadable format pursuant to the Payment Brand Rules. Currently, permitt ed informati on, as of the date of this Agreement, is limited

to the Customer’s name, the Payment Instrument’s account number, and the Payment Instrument’s expirati on date, if any. “Retrieval Request” is a request for informati on by a Customer or Payment Brand relati ng to a claim or complaint concerning a Transacti on. “Security Standards” means any rule, regulati on, standard or guideline published, provided, or amended from ti me to ti me, by the Payment Brands or the Payment Card Industry Security Standards Council, including but not limited to the Payment Card Industry Data Security Standards, Visa’s Cardholder Informati on Security Program, Discover’s Informati on Security & Compliance Program, American Express’s Data Security Operati ng Policy, Mastercard’s Site Data Protecti on Program, Visa’s Payment Applicati on Best Practi ces, the Payment Card Industry’s Payment Applicati on Data Security Standard, Mastercard’s POS Terminal Security program, the Payment Applicati on Data Security Standard, and the Payment Card Industry PIN Entry Device Standard.“Service Provider” is any party that processes, stores or transmits Customer Informati on on your behalf, including, but not limited to your agents, business partners, contractors and subcontractors. “Stored Value Transacti on” is a Payment Transacti on uti lizing a Payment Instrument issued by or on the behalf of a Merchant in which a Customer receives value from the Merchant in exchange for considerati on from the Customer. “Transacti on” is a Stored Value Transacti on and/or a Payment Transacti on.“Transacti on Data” is the writt en or electronic record of a Transacti on

PERSONAL GUARANTYTo induce Bank to enter into the foregoing Agreement (as the same may hereaft er be renewed, modifi ed, extended, or amended, the “Agreement”),and for other good and valuable considerati on, the receipt and suffi ciency of which are hereby acknowledged, the guarantors named on the cover page of the Agreement (each a “Guarantor” and collecti vely, the “Guarantors”) jointly and severally, irrevocably, and unconditi onally guarantee to Citi zens Business Bank (“Bank”) and its successors and assigns the due and punctual payment of the “Indebtedness” (hereinaft er defi ned). As used herein, the term “Indebtedness” means all indebtedness, obligati ons, and liabiliti es of the merchant identi fi ed on the cover page of the Agreement (“Merchant”) to Bank at any ti me created or arising, including, without limitati on, to all indebtedness, obligati ons, and liabiliti es of Merchant arising under the Agreement. This Personal Guaranty is a guaranty of payment and not a guaranty of collecti on. Each Guarantor agrees that he or she is liable for the Indebtedness as primary obligor. Bank may proceed against one or more Guarantors whether or not Bank proceeds against Merchant, any other obligors, or any collateral securing the Indebtedness. This Personal Guaranty may not be revoked by any Guarantor and shall conti nue to be eff ecti ve with respect to any Indebtedness arising or created aft er any att empted revocati on. Each Guarantor acknowledges that he or she will benefi t from the services and fi nancial accommodati on provided by Bank to Merchant’s business. Each Guarantor is familiar with, and has independently reviewed books and records regarding, the fi nancial conditi on of Merchant and is familiar with the value of any and all collateral intended to be created as security for the payment of the Indebtedness. However, no Guarantor is relying on such fi nancial conditi on or collateral, including, without limitati on, the Merchant’s Reserve Account (as defi ned in Secti on 4.6 of the Agreement) if any, as an inducement to enter into this Personal Guaranty. The obligati ons of each Guarantor hereunder shall be enforceable irrespecti ve of the validity, legality, or enforceability of Merchant’s obligati ons (including without limitati on, the expirati on of any applicable limitati ons period) and shall not in any way be aff ected by or conditi onal upon (i) any acti on taken under the Agreement or the exercise of any right or power thereby conferred; (ii) the bankruptcy or similar proceedings involving or aff ecti ng Merchant; (iii) any assignment, modifi cati on, alterati on, or amendment of, or additi on to, the Agreement whether with or without such Guarantor’s knowledge or consent; (iv) any renewal, extension, increase, modifi cati on, alterati on or rearrangement of all or any part of the Indebtedness; (v) any adjustment, indulgence, forbearance, or compromise that might be granted by Bank to Merchant or any Guarantor; or (vi) any other acti on, inacti on, or circumstance whatsoever (with or without noti ce to or knowledge of or consent by such


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Guarantor) that may in any manner vary the risks of such Guarantor or might otherwise consti tute a legal or equitable defense or discharge of any surety or guarantor. The Guarantor hereby waives all defenses based on occurrences of the types described in clauses (i) through (vi) above. Guarantors authorize Bank, from ti me to ti me, without noti ce or demand and without aff ecti ng their liability hereunder, to (i) renew, compromise, extend, accelerate, or otherwise change the ti me for payment of, or otherwise change the terms of, the Indebtedness or the Agreement; (ii) take and hold security for the payment of the Indebtedness or this Personal Guaranty, and exchange, enforce, waive, and release any such security, or take additi onal security; (iii) apply such security or the proceeds thereof in such order or manner as Bank, in its discreti on, may determine; (iv) release, in whole or in part, Merchant or any Guarantor from liability for the payment of the Guaranteed Debt; (v) substi tute any one or more of the Guarantors or acquire additi onal guarantors; and (vi) to obtain and review such informati on (including without limitati on, the reports of any consumer credit bureau) as Bank may deem necessary to confi rm Guarantors’ creditworthiness. Guarantors hereby waive noti ce of (i) the incurrence by Merchant of any Indebtedness; (ii) acceptance of this Personal Guaranty Agreement; (iii) any renewal, modifi cati on, extension, or amendment of the Agreement or of any other instrument or document pertaining to all or any part of the Indebtedness; (iv) the occurrence of any breach or default under the Agreement; (v) Bank’ transfer or dispositi on of the Indebtedness, or any part thereof; (vi) sale or foreclosure (or posti ng or adverti sing for sale or foreclosure) of any collateral for the Indebtedness; (vii) protest, proof of non-payment, or default by Merchant; and (viii) any other acti on at any ti me taken or omitt ed by Bank. Guarantors hereby waive all presentment demands for performance or payment, protests, noti ces of protest, nonperformance, dishonor, default and non-payment, and all other noti ces or formaliti es. This Personal Guaranty shall be binding on, and inure to the benefi t of, the parti es hereto and their respecti ve heirs, administrators, legal representati ves, successors, and assigns. Guarantors may not, without the prior writt en consent of Bank, assign any of their rights, powers, duti es, or obligati ons hereunder. Guarantors jointly and severally agree to pay reasonable att orneys’ fees and all other costs and expenses which may be incurred by Bank in the enforcement of this Personal Guaranty. Bank’ rights hereunder shall be cumulati ve of any and all other rights that Bank may have against Guarantors.

MERCHANT OPERATING GUIDEGENERAL RULES APPLICABLE TO ALL TRANSACTIONS

1. ACCEPTANCE OF CERTAIN PAYMENT INSTRUMENTS In off ering Visa and Mastercard payment opti ons to your Customers, you may elect any one of the following opti ons: (i) accept all types of Visa and Mastercard Payment Instruments – including consumer credit and debit/check cards, and commercial credit and debit/check cards; (ii) accept only Visa and Mastercard credit cards and commercial cards (if you choose this opti on you must accept all consumer credit cards (but not consumer debit/check cards) and all commercial card products, including business debit/check cards; or (iii) accept only Visa and Mastercard consumer debit/check cards (if you choose this opti on you must accept all consumer debit/check card products (but not business debit/check cards) and will not accept any kind of credit cards). The acceptance opti ons above apply only to U.S. domesti c Visa and Mastercard Payment Transacti ons and, as such, they do not apply to Visa or Mastercard Payment Instruments issued by non-U.S. banks. In other words, if your Customer presents a Visa or Mastercard Payment Instrument issued from a European or Asian bank, for example, you must accept that card just as you would any other card (provided you receive a valid authorizati on and confi rm the identi ty of the Customer, etc.), regardless of the acceptance opti on choice you have made and even if you have elected not to accept that type of Payment Instrument from U.S. issuers. If you choose to limit the types of Visa and Mastercard Payment Instruments you accept, the following rules apply to you: (i) you must display appropriate signage to indicate acceptance of the limited acceptance category you have selected (that is, accept only debit/check card products or only credit and commercial products; (ii) if you elect limited acceptance, any Transacti on Data submitt ed into interchange outside of the selected product category will be assessed the standard interchange fee applicable to that card product and may also have additi onal fees/surcharges

assessed; and (iii) additi onal Visa and Mastercard Rules that may be applicable to you may be viewed on their respecti ve websites.

2. AUTHORIZATION/APPROVAL CODES All Payment Transacti ons and Conveyed Transacti ons require authorizati on/approval codes. You must request and receive an authorizati on/approval code for the total amount of the Transacti on. An authorizati on/approval code indicates (i) the availability of credit on the Payment Instrument at the ti me of inquiry, and (ii) that the Payment Instrument account number is valid. It is not a promise or a guarantee that you will receive payment for that transacti on. It does not warrant that the person presenti ng the Payment Instrument has the authority to do so.

3. REFUNDS/CREDITSYou must disclose your return/refund policy to your Customers. You must complete a credit for the total amount of the refund and identi fy the merchandise being returned and any shipping and handling charges being returned. You must imprint or record the credit voucher with the same Payment Instrument used to make the original purchase. For retail Payment Transacti ons and Conveyed Transacti ons, the credit voucher must be dated and signed by the Customer and the appropriate copy provided to the Customer. Cash refunds should never be issued for Payment Transacti ons or Conveyed Transacti ons, unless required by law. If you fail to follow these procedures, you may be unable to rebut a Chargeback from the Customer for failure to issue a refund (even if you actually gave the refund by cash or check). Paperwork is not necessary for an even exchange. For an uneven exchange, complete a credit for the total amount of the merchandise being returned and complete a new Transacti on receipt for any new merchandise purchased. You cannot process a credit or refund without having completed a previous purchase Transacti on with the same Customer.

4. PROCESSING OF TRANSACTION DATAYou must submit Transacti on Data (including credit vouchers) to us on or before the next business day aft er the date of the Transacti on. Late submission of Transacti on Data may result in higher Payment Brand fees and interchange rates, Chargebacks and other negati ve consequences. You must not submit Payment Transacti ons or Conveyed Transacti ons for payment unti l the goods are delivered, shipped, or the services are performed (except as otherwise provided in the Merchant Agreement, and only if you have noti fi ed us that you are doing so on your applicati on or otherwise in writi ng). If the Customer disputes being charged for merchandise or services before receiving them, the result will be a Chargeback to you. We may from ti me to ti me contact Customers to verify that they have received goods or services for which Transacti ons have been submitt ed. You cannot present for processing any Transacti on Data that was not originated as a result of an act directly between the Customer and you. You cannot present for processing any Transacti on Data you know or should have known to be (i) fraudulent or (ii) not authorized by the Customer. You will be responsible for the acti ons of your employees while acti ng in your employ. The collecti on and payment of all federal, state and local taxes is your responsibility. Taxes collected must be included in the total transacti on amount and not collected separately by another form of payment. You must submit one Transacti on Data record for all goods and services sold in the same transacti on. All available informati on about the sale, including any handling and shipping charges, must be accurately recorded. You must provide to the Customer a true and completed record of the Transacti on.

5. CHARGEBACKSChargebacks of Payment Transacti ons and Conveyed Transacti ons may occur under a variety of circumstances, as dictated by the Payment Brand Rules, which are subject to modifi cati on from ti me to ti me. Consequently, the following is only a parti al list of circumstances that might give rise to Chargebacks: (i) a Customer account number is incorrect or otherwise invalid; (ii) an authorizati on/approval code was not received or other required authorizati on was not obtained; (iii) an authorizati on/approval code was obtained for the wrong amount or wrong date; (iv) the Customer never received the merchandise/service requested; (v) a Customer’s refund/credit was processed as a sale; (vi) the Transacti on Data is for the wrong amount; (vii) a Customer was never credited for returned merchandise or a canceled order; (viii) the Payment Instrument was expired, counterfeit, altered, or invalid at ti me of


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sale; (ix) a Payment Transacti on or Conveyed Transacti on was deposited more than once; (x) the Customer did not authorize or consent to the Transacti on; (xi) the signature on the Transacti on receipt does not match the signature on the Payment Instrument (if required); (xii) the Payment Instrument was not imprinted or its magneti c strip was not electronically recorded (for example, “swiping” or “tapping” a Payment Instrument) through a terminal; (xiii) the Customer asserts any disputes, claim, counterclaim, defense or off set against you; (xiv) the Transacti on Data or any material informati on thereon is illegible, incomplete, inaccurate or unsigned, or is not delivered to us within the required ti me limits; (xv) the Transacti on Data is fraudulent or does not represent a bona fi de transacti on in the ordinary course of your business, or is subject to any claim of illegality, negligence, dishonesty or off set; and (xvi) you have failed to provide copies of Transacti on Data requested by us (retrieval request) within the prescribed ti me period.

6. DISPUTING CHARGEBACKSIf you have reason to dispute or respond to a Chargeback, then you must do so by the date provided by us on our report to you. We are not required to investi gate, reverse or make any adjustment to any Chargeback when thirty (30) calendar days have elapsed from the date of the Chargeback. All responses to Chargebacks must be in writi ng, and must contain the following informati on: (i) date of debit/credit advice; (ii) company case number; (iii) total amount of Chargeback; (iv) date and dollar amount for which the Transacti on Data was originally submitt ed; (v) if known, the date and authorizati on approval code; and (vi) any supporti ng documentati on to substanti ate your claim. You should include a dated cover lett er detailing reasons for requesti ng a review of the Chargeback. You should retain a copy of the correspondence and all documentati on for your fi les. You should also retain proof that we received your response.

7. DATA SECURITY AND PRIVACYYou agree to post and maintain on all your websites both your consumer data privacy policy (which must comply with all Payment Brand Rules, regulati ons and guidelines) and your method of transacti on security. You may not retain or store CVV2/CVC2 data or PIN data subsequent to the authorizati on. You must comply with all Security Standards published by the Payment Brands and the PCISSC including, but not limited to, Visa’s Customer Informati on Security Program (CISP), Mastercard’s Security Data Program (MSDP) and the Payment Card Industry Data Security Standard (PCIDSS). Pursuant to the Security Standards, you must, among other things: (i) install and maintain a working network fi rewall to protect data accessible via the Internet; (ii) keep security patches up-to-date; (iii) encrypt stored data and data sent over open networks; (iv) use and update anti -virus soft ware; (v) restrict access to data by employees who are on a “need-to-know” basis; (vi) assign a unique ID to each person with computer access to data; (vii) not use vendor-supplied defaults for system passwords and other security parameters; (viii) track access to data by unique ID; (ix) regularly test security systems and processes; (x) maintain a policy that addresses informati on security for employees and contractors; (xi) restrict physical access to Customer informati on; (xii) when outsourcing administrati on of informati on assets, networks, or data you must retain legal control of proprietary informati on and use limited “need-to-know” access to such assets, networks or data; and (xiii) reference the protecti on of Customer informati on and compliance with the Security Standards in contracts with other service providers. You must noti fy Bank of any third-party vendor with access to Customer informati on, and you are responsible for ensuring that all third-party vendors are compliant with the Security Standards, to the extent applicable. The Security Standards may require that you engage an approved third-party vendor to conduct quarterly perimeter scans and/or an on-site security review of your systems in order to be compliant. Visa and Mastercard’s individual requirements for such scans or security reviews can be accessed through the Visa and Mastercard websites at www.Visa.com and www.Mastercard.com. The Payment Brand rules provide that Customer informati on and Transacti on Data is owned by the Payment Brand and the Customer. Bank also asserts some ownership rights in the Transacti on Data to the extent it belongs to the Payment Brand system. You are responsible for securing Customer informati on. You will not use any Payment Instrument or Customer informati on other than for the sole purpose of completi ng the transacti on authorized by the Customer for which the informati on was provided to you, or as specifi cally allowed by the Payment Brand Rules, or

required by law. Bank or any Payment Brand may inspect Merchant’s premises and computers, and the premises and computers of any company the Merchant has contracted with, for the purposes of verifying that Customer informati on is securely stored and processed, and is not used for any purpose other than processing the transacti ons to which it relates.

8. CERTAIN MERCHANT PROHIBITIONSYou may not (i) accept Customer payments for previous Visa or Visa Electron charges; (ii) require a Customer to complete a postcard or similar device that includes the Customer’s account number, Payment Instrument expirati on date, signature, or any other account data in plain view when mailed; (iii)add any tax to a Transacti on unless applicable law expressly requires that you be permitt ed to impose a tax; (iv) request or use a Payment Instrument account number for any purpose other than as payment for its goods or services, except to support Visa’s Health Care Eligibility Service or Prepaid Load Network; (v) disburse funds in the form of travelers cheques, if the sole purpose is to allow the Customer to make a cash purchase of goods or services from you; (vi) accept Visa or Visa Electron for the purchase of scrip; or (vii) accept Visa Electron for a manual cash disbursement. You understand and acknowledge that all Visa BIN informati on provided by us to you is proprietary and confi denti al informati on belonging to Visa. You must not disclose Visa BIN Informati on to any third-party without prior writt en permission from Visa. You understand and acknowledge that Visa may impose conditi ons on, or permanently prohibit you from parti cipati ng in the Visa program for any reasons it deems appropriate, including, but not limited to (i) fraudulent acti vity; (ii) submitti ng Transacti on Data that does not result from an act between you and the Customer (laundering); (iii) entering into this Agreement under a new name with the intent to circumvent provisions of the Rules; (iv) acti vity that causes us to repeatedly violate the Rules; any other acti vity that may result in undue economic hardship or damage to the goodwill of the Visa system.

SPECIALIZED RULES FOR RETAIL TRANSACTIONS

1. PRESENTATION OF PAYMENT INSTRUMENTSYou or your employee must examine each Payment Instrument presented to determine that the Payment Instrument presented is valid and has not expired. You must exercise reasonable diligence to determine that the authorized signature on any Payment Instrument presented corresponds to the Customer’s signature on the Transacti on Data. You must not honor expired, invalid, altered, counterfeit, or revoked Payment Instruments nor any Payment Instrument presented by any person other than the proper Customer as evidenced by the authorized signature on the Payment Instrument. A Customer may authorize another person to use his or her Payment Instrument for purchases, provided the user’s signature appears on the back of the Payment Instrument. The signature on the back must match the one on the Transacti on Data. If the Payment Instrument is not signed, in additi on to requesti ng an authorizati on, you may review positi ve identi fi cati on as allowed by local and state law, such as a passport or driver’s license, to confi rm that the user is the Customer, record the informati on and require the Customer to sign the signature panel of the Payment Instrument prior to completi ng the Transacti on. You should not complete a Transacti on if the Customer does not present his or her Payment Instrument or if you cannot obtain an electronic swipe record or physical imprint of the Payment Instrument (this includes mail, telephone and internet orders). By the submission of any Transacti on Data to us, you will be deemed to warrant the identi ty of the purchaser as the authorized holder of the Payment Instrument, and if the Customer later denies making the purchase, you will not be able to rebut the Chargeback.

2. COMPLETION OF TRANSACTIONS You must use a suitable imprinter to legibly imprint Payment Instruments on Transacti on Data or, capture the informati on from the Payment Instrument by electronic data capture. A photocopy of the Payment Instrument is not an acceptable substi tute for an imprint. If the account number is manually keyed into the terminal, you must imprint the Payment Instrument. Your name, locati on, city and state must match the Merchant plate on the imprinter. You must noti fy us of any changes to the informati on on the Merchant plate. In additi on to having the Customer sign the Transacti on receipt, the Transacti on date and dollar amounts and other informati on must be clearly writt en or


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printed on the Transacti on receipt or captured by an electronic device. A brief descripti on of the goods sold or service rendered must be provided on the Transacti on receipt. Authorizati on/approval code numbers must be clearly recorded in the appropriate place on the Transacti on receipt. Never circle or underline any informati on on the Transacti on receipt. Every Transacti on Receipt and credit voucher must be imprinted (or printed from electronic draft capture equipment) with the Customer’s truncated account number and Merchant name. You will give the Customer a true and completed copy of the Transacti on Receipt or appropriate facsimile. If the Customer’s copy of the Transacti on receipt or credit voucher is printed from electronic draft capture equipment/terminal, it must comply with all applicable Payment Brand Rules and laws. You cannot require Customers to provide any personal informati on as a conditi on for honoring Payment Instruments unless otherwise required by the Payment Brand Rules or law. Personal informati on includes, but is not limited to, a home or business telephone number, a home or business address, a social security number, or a photocopy of a driver’s license. You cannot retain or store full magneti c-stripe data, CVV2, CVC2 codes or PIN data aft er the authorizati on of a Payment Transacti on or Conveyed Transacti on, except as required to complete the transmission of such Transacti on Data to us.

3. FORGERIES/COUNTERFEIT PAYMENT INSTRUMENTS You should examine all noti ces received from us or from a Payment Brand to help you determine whether a Payment Instrument presented is counterfeit. You should att empt to retain the Payment Instrument while making an authorizati on request and then match any signature on the Payment Instrument with the one on the Transacti on receipt. You should compare the account number on the Payment Instrument to the account number printed on the receipt or displayed on the terminal. You should examine each Payment Instrument to see if it looks genuine. You should use reasonable, peaceful eff orts to recover any Payment Instrument if you have reasonable grounds to believe such Payment Instrument is counterfeit, fraudulent or stolen. You will be solely responsible for your acti ons in recovering/retaining Payment Instruments.

4. TRAVEL AND ENTERTAINMENT SERVICES At your opti on and as specifi ed in the applicable secti ons of the Payment Brand Rules, Merchants may parti cipate in one or more specialized travel & entertainment services off ered by any of the Payment Brands. Merchants off ering travel and entertainment services must insti tute and comply with the procedures set forth in the Payment Brand Rules.

SPECIALIZED RULES FOR MAIL ORDER, TELEPHONE ORDER, AND INTERNET TRANSACTIONS1. COMPLETION OF SALEYou are responsible for determining that the purchaser is the person whose name appears as the Customer. If an account number is transposed into an invalid or inaccurate account number, the sale will result in a Chargeback. You must be authorized by us to accept Payment Instruments for mail, telephone, internet and pre-authorized orders, and you must have noted such on your applicati on to us. All informati on that would normally be imprinted from a Payment Instrument must be clearly writt en in the appropriate areas on the order or Transacti on receipt. “Mail Order” or “Phone Order” should be writt en on the signature line of the Transacti on receipt.

2. RECURRING TRANSACTIONSFor recurring transacti ons, you must obtain a writt en request from the Customer for the goods and services to be charged to the Customer’s account, specifying the frequency of the recurring charge and the durati on of ti me during which such charges may be made. You will not complete any recurring transacti on aft er receiving: (i) a cancellati on noti ce from the Customer; (ii) noti ce from Bank or any Payment Brand that the Payment Instrument is not to be honored; or (iii) an authorizati on/approval code that the Payment Instrument is not to be honored. You must include in your Transacti on Data the electronic indicator that the transacti on is a recurring transacti on.

SPECIALIZED RULES FOR STORED VALUE TRANSACTIONS

1. PAYMENT INSTRUMENTS AND PACKAGINGYou may be obligated to purchase Stored Value Payment Transacti on Payment Instruments (“Gift Cards) from us or pay us a data transfer fee in lieu thereof. Please check the pricing schedule of your Merchant Agreement to see if these requirements apply to you. If you are obligated to purchase Gift Cards from us or if you elect to do so, we will arrange for the Gift Card producti on and may, at our opti on, invoice you therefore, in lieu of electronically debiti ng your account. Any such invoice will be payable upon receipt. Gift Cards, packaging and point-of-purchase marketi ng materials are available and priced on a per bundle basis, based on current rates. All producti on and delivery ti meframes and costs provided by us are esti mates only and we do not guarantee any specifi c date of delivery or price for Gift Cards produced by third parti es. You are responsible for all producti on costs and delivery charges for Gift Cards. The form and content of all Gift Cards will be subject to our approval.

2. COMPLIANCE AND WARRANTIESYou are solely responsible for complying with all applicable laws relati ng to your Gift Card program and you agree to indemnify and hold us harmless from any loss, damage or claim relati ng to or arising out of any failure to comply with applicable laws in connecti on therewith. You are solely responsible for monitoring the legal developments applicable to the operati on of your Gift Card program and ensuring that your Gift Card program complies fully with such requirements as in eff ect from ti me to ti me. Merchant acknowledges that Bank cannot reasonably be expected to monitor and interpret the laws applicable to its merchants, and has no responsibility to monitor or interpret laws applicable to Merchant’s business.

3. FRAUDYou hereby agree (i) that you are responsible for ensuring that all Gift Cards require acti vati on at the point of sale; (ii) to provide noti fi cati on in writi ng to Bank of any fraud losses by type by fi ft een (15) days following the end of each calendar quarter; (iii) that you will be solely responsible for any and all value adding and fraud losses and expenses relati ng to or arising from your Gift Card; (iv) to discourage transportati on of groups of sequenti ally numbered Gift Cards; and (v) to deacti vate or otherwise remove all value from Gift Cards that have been compromised. You will be responsible for any fraudulent transacti ons involving your Gift Cards, including, without limitati on, the unauthorized acti vati on of Gift Cards, reloading of existi ng Gift Cards (whether pursuant to a manual telephone order or otherwise) with additi onal value, or the unauthorized replicati on of Gift Cards or Gift Card data for fraudulent transacti ons. Bank provides a number of tools and opti ons to help Merchant reduce Merchant’s risk of exposure for fraudulent transacti ons. We urge you to make use of any and all of such tools as we may off er in order to help reduce the risk of such transacti ons. In parti cular, we recommend that you uti lize only those vendors that have been certi fi ed by Bank as having appropriate security measures in place to reduce the risk of counterfeit Gift Cards and the loss of sensiti ve Gift Card informati on that might result in unauthorized transacti ons, and, we recommend that you promptly and frequently reconcile the transacti on reports we provide to you against your own internal transacti on records, and to report any unauthorized transacti ons to your account representati ve at Bank. Because manual Gift Card transacti ons (i.e. those involving the acti vati on or reloading of Payment Instruments over the telephone in cases where your terminals may be unavailable) pose a higher risk of potenti al fraud, we urge you to pay special att enti on to these transacti ons and reconcile them on an even more frequent basis. In the event that you do not reconcile your transacti on reports and promptly report any suspicious acti vity to us, Bank may not be able to assist you in canceling fraudulently acti vated or reloaded Gift Cards, or in otherwise identi fying the source of any fraud.

SPECIALIZED RULES FOR DISCOVER FULL SERVICE PROCESSINGPREFACEBank (someti mes referred to as “we” or “us”) and Discover Financial Services LLC (“Discover Network”) have initi ated a program (the “Program”) to allow Bank to provide merchant processing services for Discover Network Card transacti ons. These Terms and Conditi ons (including the Supplemental Discover Network Merchant Processing Operati ng Procedures contained


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herein (someti mes referred to as the “Operati ng Regulati ons”) (collecti vely, the “Discover Network Program Guide”)), together with the Discover Network Merchant Processing Applicati on and Agreement delivered herewith (the “Program Applicati on”; and together with the Discover Network Program Guide, the “Discover Network Program Agreement” or the “Agreement”), comprise an agreement between Bank and you governing your acceptance of Discover Network Cards, and Bank’s provision of merchant services to you in connecti on with Discover Network transacti ons. By accepti ng Discover Network Cards, you agree to be bound by this Discover Network Program Agreement. Capitalized terms used but not otherwise defi ned in this Discover Network Program Agreement have the meanings given them in the agreement among Bank, you and the Bank identi fi ed therein contained in the Merchant Applicati on and Agreement, the Operati ng Procedures and the Schedules thereto, and the documents incorporated therein, each as amended from ti me to ti me, which collecti vely consti tute the agreement among such parti es concerning Credit Card transacti on processing and related matt ers (the “MAA”). Bank will provide Services to you in connecti on with your acceptance of Discover Network Cards as provided in this Discover Network Program Agreement.

TERMS AND CONDITIONS FOR CARD ACCEPTANCE1. Incorporati on of MAA. The terms and conditi ons of the MAA, as amended from ti me to ti me, are incorporated into this Discover Network Program Agreement by reference and are hereby made a part of this Discover Network Program Agreement. Except and to the extent provided below in this Discover Network Program Agreement, the terms and conditi ons of the MAA (which we may amend from ti me to ti me as provided in the MAA) shall govern your acceptance of Discover Network Cards, and Bank’s provision of Services to you in connecti on with Discover Network Card transacti ons. This Discover Network Program Agreement applies solely to your acceptance of Discover Network Cards, and shall not amend the terms of the MAA in any respect except as specifi cally set forth herein with respect to Discover Network Cards, and not with respect to any other Credit Cards. 2. Acceptance of Discover Network Cards. Except as provided in this Discover Network Program Agreement, the terms and conditi ons governing your acceptance of Discover Network Cards are as specifi ed in the MAA. You agree to accept Discover Network Cards at all of your establishments in payment for purchases of goods and services from all Discover Network Cardholders who want to use Discover Network Cards at your establishment. You agree to follow the procedures in this Agreement and in the Operati ng Regulati ons concerning your acceptance of Discover Network Cards and the preparati on and submission of Sales Draft s.3. Submission of Sales Draft s. Except as provided in this Discover Network Program Agreement, the terms and conditi ons governing your submission of Sales Draft s and Credit Draft s using the Discover Network Card are as specifi ed in the MAA. You agree to transmit Sales Draft s to us each business day in the format directed by us and by the transmission deadline. Additi onal requirements for Discover Network Card Sales by mail, telephone and Internet are described in the Operati ng Regulati ons and MAA.4. Telephone, Mail Order and Internet Discover Network Card Sales. Except as provided in this Discover Network Program Agreement, the terms and conditi ons governing your processing of telephone, mail order and Internet Discover Network Card sales using the Discover Network Card are as specifi ed in the MAA. You agree to obtain our prior approval before accepti ng any Discover Network Cards Sales over the Internet. You agree to comply with our data security and encrypti on requirements in the Operati ng Regulati ons and MAA, including our procedures for Discover Network Card transacti ons over the Internet and Discover Network Card transacti ons on your website. 5. Sett lement of Transacti ons. Except as provided in this Discover Network Program Agreement, the terms and conditi ons governing Sett lement for your transacti ons using Discover Network Card are as specifi ed in the MAA. As used in this Agreement, the term “Sett lement” means the procedure by which we will reimburse you for the amount of each valid Discover Network Card sale for which you submit Sales Draft s to us that represent a purchase from your establishment with a Discover Network Card, minus an amount equal to the sum of any Chargebacks, any credits to Discover Network Cardholders that you submit to us, and the fees due to us and plus or minus adjustments that we make to reconcile or correct errors in your Sales Draft s. The ti ming for your Sett lement payments is described in the Operati ng Regulati ons and MAA,

unless otherwise indicated by us in writi ng. We may, at our discreti on, change the ti ming of your Sett lement payment upon fi ve (5) calendar days’ advance writt en noti ce if required by Discover Network. Your terminals or point-of-sale devices must be programmed with the Merchant Account Number that we assigned to you if you are to receive Sett lement for Discover Network Card sales. You are responsible for the programming of your terminals to accept Discover Network Card sales. If a third-party programs your terminals, you are responsible for such third-party’s acts and omissions in connecti on therewith, including, without limitati on, any payment of your Sett lement amounts to the incorrect party. Promptly following the completi on of programming services, you agree to confi rm receipt in your Sett lement Account Sett lement amounts for Discover Network Card sales accepted by you. If you do not receive Sett lement amounts for Discover Network Card sales in accordance with the Agreement and Operati ng Regulati ons, you must contact us immediately or risk non-payment for such Discover Network Card sales. You must comply with each of the terms and conditi ons in this Agreement. 6. Transacti on Fee and Other Fees.

a. Your service fees are indicated in the Service Fee Schedule of your Program Applicati on (the “Service Fee Schedule”) or otherwise provided to you in writi ng by us. Those fees are based upon, among other things, assumpti ons associated with your designated Combined Card Sales Esti mated Monthly Volume, Highest Ticket, and Typical Ticket/Sales Amount as set forth in this Discover Network Program Agreement and your method of doing business. In additi on, if you exceed these amounts, we may hold your funds and/or interrupt or terminate Services. Any request for an increase to these amounts is conti ngent upon our prior writt en approval. If the Esti mated Monthly Volume, Highest Ticket/Sales Amount or Typical Ticket/Sales Amount are not as expected or if you signifi cantly alter your method of doing business, we may without prior noti ce adjust your fees, or change any other amount we charge you for accepti ng Discover Network Cards. In additi on, we may from ti me to ti me increase our fees or charge you additi onal fees for any other reason by delivering to you writt en noti ce of such increased or additi onal fees thirty (30) days prior to the eff ecti ve date of any such increase or additi on of fees. Your conti nued use of our Services aft er the eff ecti ve date of any increase shall be deemed acceptance of the increased fees for Services, throughout the term of this Agreement. Charges for which you have not obtained Authorizati on or that are not submitt ed electronically are subject to supplemental fees.

b. You must noti fy us in writi ng of any error or omission in respect of your Service fees or other fees or payments for Charges or Credits within forty-fi ve (45) days of the date of the statement containing such error or omission. If you do not do so, the statement will be conclusively sett led as complete and correct in respect of such amounts, provided that, if we determine at any ti me that we have paid you in error, we may eff ect a Chargeback to recover such erroneous payment.

7. Downgrades. Except as provided in this Discover Network Program Agreement, the terms and conditi ons governing the fees payable by you to us for the provision of Services related to your acceptance of Discover Network Card are as specifi ed in the MAA. The following terms and conditi ons govern the fees payable by you to us for the provision of Services related to your acceptance of Discover Network Card:

a. You shall be charged fees for the Services, which shall be calculated and payable pursuant to this Discover Network Program Agreement and any additi onal pricing supplements. You agree to pay any fi nes imposed on us by Discover Network resulti ng from Chargebacks and any other fees or fi nes imposed by Discover Network with respect to your acts or omissions.

b. You acknowledge that we will process your Discover Network Card transacti ons at the Qualifi ed Discount Rate only when your transacti ons meet certain criteria set by Discover Network and us. When your Card transacti ons fail to meet those qualifi cati on criteria, we will process your transacti ons at the higher Non-Qualifi ed Discount Rate (or, in certain circumstances, at an intermediate Mid-Qualifi ed Discount Rate) indicated in the Program Applicati on.

c. The fees for Services may be adjusted to refl ect increases or decreases by Discover Network in fee levels, assessments and other Discover Network


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fees or to pass through increases charged by third parti es for online communicati ons and similar items. All such adjustments shall be your responsibility to pay and shall become eff ecti ve upon the date any such change is implemented by Discover Network or third-party.

8. Retenti on of Records. You agree to keep an original copy of all Sales Draft s, mail/telephone order forms, documentati on required in the Operati ng Regulati ons and other related document(s), e.g. shipping invoices, for no less than three hundred and sixty-fi ve (365) days from the Discover Network Card transacti on date, or one hundred and eighty (180) days from the date of submission of Sales Draft s, whichever is later. You also agree to keep microfi lm or other copies of Sales Draft s for no less than three (3) years from the date of the Discover Network Card transacti on. You agree to provide us with a copy of any Sales Draft s, mail/telephone order forms and the documentati on required in the Operati ng Regulati ons within ten (10) calendar days of our request.9. Term and Terminati on.

a. Terminati on. We may terminate this Agreement at any ti me and for any reason by giving you thirty (30) days prior writt en noti ce. We may terminate immediately and without such noti ce if you have materially breached this Agreement or due to an Event of Default as outlined in the MAA, or if the Discover Network Card sales conducted by you, the goods or services sold by you or your business practi ces violate any U.S., federal, state or local laws, statute or regulati on. Furthermore, you acknowledge that the Discover Network Operati ng Rules give Discover Network certain rights to require terminati on or modifi cati on of this Agreement with respect to transacti ons involving Discover Network Cards and the Discover Network Card system and to investi gate you.

b. Eff ect of Terminati on; Survival. You agree to accept Discover Network Cards and follow the terms of this Agreement unti l terminati on is eff ecti ve. The terms in this Agreement governing the acceptance of Discover Network Cards, transmissions and processing of Sales Draft s and mail/telephone order forms and Sett lement will conti nue to apply even aft er terminati on of this Agreement, unti l all Discover Network Card transacti ons made prior to such terminati on are sett led or resolved. Upon terminati on of this Agreement, you agree to immediately send us all Sales Draft s, mail/telephone order forms and documentati on required, but not previously submitt ed to us for any Discover Network Card sales made up to the date to terminati on. We are not liable to you for any direct or consequenti al damages that you may suff er as a result of our terminati on in accordance with this Agreement. Terminati on of your acceptance of Discover Network Cards or terminati on of this Agreement will not prejudice any claim either party may have under this Agreement that arises prior to the eff ecti ve date of such terminati on, and notwithstanding any such terminati on, this Secti on 9 will survive as an independent obligati on.

c. Indemnifi cati on and Limitati on of Liability. i. You agree to indemnify and hold us harmless from and against all

losses, liabiliti es, damages and expenses resulti ng from any breach of any warranty, covenant or agreement or any misrepresentati on by you under this Agreement, or arising out of any gross negligence or willful misconduct of you or your employees, in connecti on with your performance under this Agreement or otherwise arising from your provision of goods and services to Discover Network Cardholders.

ii. THIS DISCOVER NETWORK AGREEMENT IS A SERVICE AGREEMENT AND WE DISCLAIM ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, MADE TO YOU OR ANY OTHER PERSON, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES REGARDING QUALITY, SUITABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE OF ANY SERVICES OR ANY GOODS PROVIDED INCIDENTAL TO THE SERVICES PROVIDED UNDER THIS AGREEMENT.

iii. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN NO EVENT SHALL ANY PARTY, THEIR RESPECTIVE AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR SUBCONTRACTORS, BE LIABLE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL THEORY FOR LOST PROFITS, LOST REVENUES, LOST BUSINESS OPPORTUNITIES, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL,

INDIRECT OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT OF THE PARTIES, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR WHETHER ANY PARTY OR ANY ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

iv. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, THE CUMULATIVE LIABILITY OF PROCESSOR FOR ALL LOSSES, CLAIMS, SUITS, CONTROVERSIES, BREACHES, OR DAMAGES FOR ANY CAUSE WHATSOEVER (INCLUDING, BUT NOT LIMITED TO, THOSE ARISING OUT OF OR RELATED TO THIS AGREEMENT) AND REGARDLESS OF THE FORM OF ACTION OR LEGAL THEORY SHALL NOT EXCEED THE LESSER OF, (i) $10,000; OR (ii) THE AMOUNT OF FEES RECEIVED BY PROCESSOR PURSUANT TO THIS AGREEMENT FOR SERVICES PERFORMED IN THE IMMEDIATELY PRECEDING 12 MONTHS, WHICHEVER IS LESS.

10. Factoring. You agree that you will not factor any Discover Network Card sales. See Operati ng Regulati ons for complete details regarding what consti tutes factoring and the liability you incur if you factor any Discover Network Card sales.11. Other Obligati ons.

a. Confi denti ality. You must keep confi denti al and not disclose to any third-party the terms of this Agreement and any informati on that you receive from us that is not publicly available. Without limiti ng the foregoing, you must not use, store or disclose any such informati on or any Discover Network Cardholder or Discover Network Card transacti on informati on other than as necessary to complete a Discover Network Card transacti on, including any retenti on or storage of lists of Discover Network Card numbers or Discover Network Card transacti on informati on and any use of or access to Discover Network Cardholders’ personal informati on for marketi ng and/or other purposes.

b. Non-Discriminati on. You must not adopt any practi ce that discriminates against or provides for unequal treatment of any person who elects to pay using a Discover Network Card versus any other credit, charge, debit, stored value or other payment Discover Network Card accepted by you, except with respect to your proprietary Discover Network Cards (e.g., private label and loyalty cards) and gift cards.

c. Contact with Discover Network Cardholders. You may not contact any Discover Network Cardholder with respect to any matt er arising under this Agreement, including any disputes, except as required under the Operati ng Regulati ons for acceptance of Discover Network Card transacti ons.

d. Minimum/Maximum Dollar Limits and Other Limits. You must not require that any Discover Network Cardholder make a minimum purchase in order to use a Discover Network Card, nor may you limit the maximum amount that a Discover Network Cardholder may spend when using a Discover Network Card, except when the Issuer has not provided a positi ve Authorizati on response for a Discover Network Card transacti on.

e. Enti re Agreement. This Discover Network Program Agreement is the enti re agreement between you and us and supersedes any previous agreements, understandings, or courses of dealing regarding the subject matt er hereof. The terms and conditi ons of the MAA remain in eff ect except as provided in this Discover Network Program Agreement solely with respect to our processing of Discover Network Card transacti ons.

f. Contacts. Any provision contained in the MAA which directs you to contact Discover Network for customer service or for any other inquiry or purpose is modifi ed hereby to provide that you are to contact Bank for customer service or in relati on to such inquiry or purpose.

g. References to Discover Network Procedures. Any provision contained in the MAA which refers to Cards other than Visa or Mastercard shall be construed so as not to apply to Discover Network Cards, and any provision which refers you specifi cally to procedures or terms and conditi ons of Discover Network (but not references to Associati on Rules) will be disregarded.

h. Sett lement Obligati ons. We will sett le Discover Network Card transacti ons in substanti ally the same manner that we sett le Card transacti ons for other Card types. All sett lements for Discover Network Card transacti ons will be net of Credits/refunds, adjustments, applicable discount fees when due, Chargebacks and any other amounts then due from you.


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SUPPLEMENTAL DISCOVER MERCHANT PROCESSING OPERATING PROCEDURESIn additi on to the provisions of Secti on 1-11 of this Discover Network Program Guide, the following Supplemental Discover Network Merchant Processing Operati ng Procedures (“Operati ng Regulati ons”) describe certain procedures and methods for submitti ng Discover Network Card transacti ons for payment, obtaining authorizati ons, responding to Disputes, and other aspects of our services relati ng to Discover Network Cards. Unless prohibited by law, you are required to comply with these Operati ng Regulati ons and the Program Guide (as described above) as part of your Discover Network Program Agreement, and you are also responsible for following any additi onal or confl icti ng requirements imposed by your state or local jurisdicti on. Capitalized terms used in these Operati ng Regulati ons but not defi ned herein have the meanings given to them in the Discover Network Program Agreement (including defi niti ons incorporated by reference from the Program Guide).**NOTE: You must refer to both the Operati ng Procedures contained in the Program Guide and this document whenever you are determining relevant Discover Network policies or procedures.**

• The methods, procedures and requirements described in these Operati ng Regulati ons will apply to all aspects of your acceptance of, and our services relati ng to, Discover Network Cards.

• If, and to the extent, these Operati ng Regulati ons do not directly confl ict with the language contained in the Program Guide, both the Program Guide and the Operati ng Regulati ons will apply to your acceptance of, and our services relati ng to, Discover Network Cards.

12. Sublicense to Use Program Marks. 12.1 Sublicense. You are granted a limited sublicense to use the Program Marks, solely in connecti on with your acceptance of Discover Network Cards, and subject to this Agreement. “Program Marks” means the brands, emblems, trademarks and/or logos that identi fy Discover Network Cards. Additi onally, you shall not use the Program Marks other than to display decals, signage, adverti sing and other forms depicti ng the Program Marks that are provided to you by us or otherwise approved in advance in writi ng by us.12.2 Display of Program Marks. You must prominently display, at each of your locati ons, in catalogs and websites, signage or logos showing the Program Marks in such manner and with such frequency as accorded any other third-party credit, charge, debit, stored value or other payment Discover Network Card accepted by you.12.2 Restricti on on Use of Program Marks. You are prohibited from using the Program Marks other than as expressly authorized in writi ng by us. You may use the Program Marks only to promote the services covered by the Program Marks by using them on decals, indoor and outdoor signs, adverti sing materials and marketi ng materials; provided that all such uses by you must be approved in advance by us in writi ng. You shall not use the Program Marks in such a way that customers could believe that the products or services off ered by you are sponsored or guaranteed by the owners of the Program Marks. You recognize that you have no ownership rights in the Program Marks. You shall not assign to any third-party any of the rights to use the Program Marks. 12.3 Terminati on of Sublicense. Your sublicense to use the Program Marks shall terminate upon the earlier of (i) the terminati on of this Agreement, (ii) delivery of noti ce by us or by Discover Network to you of the terminati on of the sublicense, or (iii) terminati on of the license of the Program Marks by Discover Network to us. You must immediately disconti nue use or display of the Program Marks, upon terminati on of the License.13. Requirements Applicable to All Authorizati on Requests. Each Authorizati on request you submit to us must fully comply with the applicable provisions of this Agreement. Submission of an Authorizati on Request that does not fully comply with the applicable provisions of this Agreement may result in assessment of additi onal fees to you, a declined Authorizati on response or a Chargeback to you of the Discover Network Card Sale. 13.1 Discover Network Cardholder Verifi cati on and Discover Network Card Retrieval. Occasionally in response to an Authorizati on request, we may direct you to obtain certain informati on from the Discover Network Card presenter to verify the Discover Network Card presenter’s identi ty. Also, in response to an Authorizati on request, we may direct you to take and retain a Discover

Network Card from the Discover Network Card presenter. If we direct you to retain a Discover Network Card, you must call our Authorizati on Center and follow the instructi ons we provide. Do not use any force or eff ort if the Discover Network Card presenter refuses to give up the Discover Network Card, and do not take any acti on that will alarm or embarrass the Discover Network Card presenter. You will bear all responsibility for claims, liabiliti es, costs and expenses as a result of any failure by you, your employees, vendors or agents, that att empt to retain a Discover Network Card without the Issuer’s direct request or that fail to use reasonable, lawful means in retaining or att empti ng to retain a Discover Network Card. 13.2 Request for Cancellati on of Authorizati on. If a Discover Network Card Sale is cancelled or the amount of the Discover Network Card Sale changes following your receipt of Authorizati on for the Discover Network Card Sale, you must call us and request a cancellati on of the Authorizati on. An Authorizati on may be cancelled at any ti me within eight (8) days of your receipt of the Authorizati on but must be cancelled before Sales Draft s relati ng to the Discover Network Card Sale has been submitt ed to us. Once Sales Draft s relati ng to the Discover Network Card Sale have been submitt ed to Discover Network, the Authorizati on cannot be changed. You must provide the following informati on to us, in this order:

1. The Discover Network Card Account Number (16 digits);2. The expirati on date on the Discover Network Card being presented (4

digits, mmyy); 3. A brief reason the Authorizati on is being cancelled; 4. The Card Number;5. The original amount of the Authorizati on;6. The new amount of the total transacti on;7. The original Authorizati on Code for the Authorizati on being cancelled.

14. Discover Network Card Identi fi cati on Data (CID). You must obtain the three-digit CID in all Discover Network Card Not Present Card Sales. The CID must be included in all Authorizati on requests you send to us for an Authorizati on response with respect to Discover Network Card Not Present Card Sales. Failure to include the CID in an Authorizati on request for a Discover Network Card Not Present Card Sale may result in a Chargeback to you. You are strictly prohibited from retaining, archiving or otherwise storing the CID in any form or format for any reason, including the recording of the CID on Transacti on Receipts or Sales Draft s. 15. Merchant Creati on of Sales Draft s, Transacti on Receipts and Sales Draft s. You must prepare a Sales Draft for each Discover Network Card transacti on and provide a Transacti on Receipt or a copy of the Sales Draft to the Discover Network Cardholder at the ti me of completi on of the Discover Network Card transacti on, in each case in accordance with these Operati ng Regulati ons. Prior to completi ng the Sales Draft , you must verify the Discover Network Card has not expired and has been signed by the Discover Network Cardholder as described in this Agreement and Operati ng Regulati ons. You shall ensure that the Sales Draft for each Discover Network Card transacti on, whether electronically generated or manually printed on paper, is legible and contains all of the following informati on prior to transmission to us:

1. Date of Discover Network Card transacti on 2. Total amount of Discover Network Card transacti on, including tax 3. Discover Network Card account number (imprinted for Sales Draft s if

Discover Network Card is not read electronically) 4. Expirati on date of the Discover Network Card 5. Authorizati on Code, when applicable 6. Merchant’s “doing-business-as” name and physical address (city/town

and country) 7. Valid Discover Network Cardholder signature (for Discover Network

Card Sales) 8. If manually imprinted, ensure the Discover Network scripted “D” is

clearly legible on the imprint.15.1 Signature on Discover Network Card. You must verify that there is a signature on the signature panel on the back of the Discover Network Card and


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verify that the name on the back of the Discover Network Card is reasonably similar to the name embossed on the front of the Discover Network Card. 15.2 Unsigned Discover Network Cards. If a Discover Network Card presented to you is not signed, you must request two pieces of identi fi cati on, one of which is a government-issued picture identi fi cati on. When you have confi rmed that the person presenti ng the Discover Network Card is the Discover Network Cardholder, you must require the Discover Network Cardholder to sign the back of the Discover Network Card. If you are unable to positi vely identi fy the Discover Network Card presenter as the Discover Network Cardholder, or if you have reason to suspect fraud, you should contact us. 15.3 Verifi cati on of Discover Network Card Expirati on Date. For each Discover Network Card Sale, you must check or obtain the expirati on date on the Discover Network Card and confi rm that the Discover Network Card is not expired prior to completi ng the Discover Network Card Sale. The Discover Network Card is valid through the last day of the month embossed on the Discover Network Card. If the Discover Network Card has expired, you must not accept it for a Discover Network Card Sale. If you are suspicious that the Discover Network Card presenter is not an authorized user of the Discover Network Card, you should call us at the telephone number we provide to you.16. Your Submission of Sales Draft s to Us. You shall collect all Sales Draft s and transmit the Sales Draft s to us. We are NOT required to reimburse you for Discover Network Card Sales if we do not receive Sales Draft s within fi ft y (50) days of the transacti on date. For Discover Network Card Sales and Credits, the transacti on date is the date that you conduct the Discover Network Card Sale or issue the Credit to the Discover Network Cardholder. Except for Discover Network Cardholder deposits for purchases, you may not send us Sales Draft s for goods or services ordered by a Discover Network Cardholder unti l the goods or services have been delivered or furnished to the Discover Network Cardholder. Sales Draft s submitt ed to us for Sett lement more than sixty (60) days aft er the transacti on date may be rejected or, if accepted and processed, are subject to Chargeback to you. 16.1 Preparati on and Transmission of Sales Draft s. You must ensure you include all merchandise and/or services purchased at one ti me and at one cash register on one Sales Draft , or in a single transmission of Sales Draft s, and you must transmit the Sales Draft s relati ng to merchandise and/or services purchased at one ti me and at a single cash register in a single electronic transmission of Sales Draft s unless otherwise approved by us in writi ng. Notwithstanding the foregoing, you may use separate Sales Draft s or use multi ple transmissions to submit Sales Draft s to us.16.2 Sales Draft Requirements. If your Merchant Agreement allows you to submit paper Sales Draft s to us, you must fully complete each Sales Draft as described above. Aft er imprinti ng the Discover Network Card, you should ensure your business name, address and corresponding Discover Network Merchant Number are legibly printed on the Sales Draft . In additi on, you should fi ll in the informati on described below as applicable, and ensure that all printed and writt en informati on is clearly readable on all copies. 16.3 Credits for Returns. In disputes involving returns, we will honor your return policy as long as it complies with all federal, state and local laws and is clearly posted or otherwise made known to the Discover Network Cardholder at the ti me of the Discover Network Card Sale. We may request a copy of your return policy from you at any ti me. If a Discover Network Cardholder returns goods or services purchased with a Discover Network Card in accordance with your return policy, you must give a Credit to the Discover Network Card Account by completi ng a Credit Draft . If a Discover Network Cardholder receives merchandise or services that are defecti ve or not as agreed upon at the ti me of the Discover Network Card Sale, you must give the Discover Network Cardholder a Credit, if requested by the Discover Network Cardholder. If you do not give a Discover Network Cardholder a requested Credit in the above circumstances, the Discover Network Card Sale may be subject to Chargeback to you. For each refund, you shall electronically submit the Sales Draft s for the Credit to us within ten (10) calendar days aft er you have issued the Credit to the Discover Network Cardholder or we may process a Chargeback to you for the original Discover Network Card Sale. You must give writt en evidence of the Credit to the Discover Network Cardholder. 16.4 Credit Transacti on Receipt and Credit Draft s Requirements. You must ensure that all Transacti on Receipts and Sales Draft s created as a result of a Credit, whether generated by electronic means or completed manually on

paper, include the following informati on: 1. Discover Network Card Account Number (imprinted, if possible) 2. Discover Network Cardholder’s name 3. Discover Network Card expirati on date 4. Merchant’s name, locati on (city/town and country) and Discover

Network Merchant Number 5. Quanti ty and brief descripti on of merchandise or service returned/

refunded 6. Date of the Credit issuance 7. Total amount of the Credit, including taxes, and the name of the

currency used 8. Signature of an authorized representati ve of the Merchant

17. Discover Network Card Not Present Sales.17.1 Mail and Telephone Order Discover Network Card Sales. You may accept Discover Network Cards for telephone or mail order sales if you comply with the following procedures and the requirements in the Agreement. You must obtain an Authorizati on decision for each mail or telephone order Discover Network Card Sale as described in Secti on 13 and this Secti on 17.1. You must document the Discover Network Card Sale and send Sales Draft s to us as described below.

i. Obtaining Authorizati on. For each mail or telephone order Discover Network Card sale, you must transmit the CID with the authorizati on request. If you accept a Discover Network Card Sale without receiving a prior authorizati on approval and without transmitti ng the CID in the authorizati on request, the Discover Network Card sale may be subject to Chargeback to you as described in the MAA

ii. Address Verifi cati on Services (AVS). For each Discover Network Card Not Present Discover Network Card Sale, you must verify the name and billing address of the Discover Network Cardholder conducti ng the Discover Network Card Sale using the electronic Address Verifi cati on procedures described herein, which are available through the Address Verifi cati on Service we provide to you.

iii. Electronic Address Verifi cati on Service. Address Verifi cati on must be obtained from us by 11:59 PM Eastern Time on the same day that you send the Authorizati on Request regarding the Discover Network Card Sale to us, regardless of whether the Authorizati on Request is approved or declined. To obtain Address Verifi cati on for a Discover Network Card Sale, you must comply with the following procedures: a. Use an electronic terminal to request Address Verifi cati on; or b. If you do not have an electronic terminal or are unable to obtain

Address Verifi cati on using your electronic terminal, you should call us, and you must provide the following informati on: 1. Card Number; 2. Numeric porti on of the Discover Network Cardholder’s billing

address (5 digits); and 3. ZIP code of the Discover Network Cardholder’s billing address

(5 or 9 digits). We make our Address Verifi cati on Service available to you in order to reduce the risk of Disputes alleging fraud associated with Discover Network Card Not Present Card Sales. Completi ng an Address Verifi cati on is not a guarantee against possible Disputes, only a tool by which to reduce the risk or occurrence of fraudulent acti vity in Discover Network Card Not Present Card Sales. We will not provide you with any informati on about a Discover Network Cardholder or Discover Network Card Account in response to a request for Address Verifi cati on, but will only verify the Discover Network Cardholder informati on provided to us.

iv. Documentati on of Discover Network Card Sales. In additi on to complying with the requirements for preparati on of Sales Draft in Secti on 16, you must obtain the following informati on from the Discover Network Cardholder for each mail or telephone order Discover Network Card sale: Discover Network Cardholder name, Discover Network Card Account Number, Discover Network Card expirati on date, billing address and shipping address, if diff erent than the billing address.


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You must retain such informati on along with the shipping date for the document retenti on period in the Agreement. You shall provide the shipping date to the Discover Network Cardholder at the ti me of each telephone order Discover Network Card sale and upon request for each mail order Discover Network Card Sale.

v. Transmission of Sales Draft s. For each mail or telephone order Discover Network Card Sale, you must transmit Sales Draft s to us each business day in our form and format. All Sales Draft s shall be transmitt ed to us using an electronic means of transmission. You must not transmit Sales Draft s to us for merchandise or services ordered by a Discover Network Cardholder unti l the merchandise or services have been shipped, delivered or furnished to the Discover Network Cardholder; except that you may accept a Discover Network Card for a deposit on a purchase of merchandise or services and you may transmit the Sales Draft s relati ng to such deposit prior to the ti me of shipment or delivery of the merchandise or services purchased in such Discover Network Card sale.

vi. Delivery Requirements. At the ti me of delivery of merchandise or services ordered in a mail or telephone order Discover Network Card Sale, you must provide the Discover Network Cardholder with an invoice or other similar documentati on that includes the informati on obtained from the Discover Network Cardholder in Secti on 16. You also must obtain the Discover Network Cardholder’s signature as proof of delivery if delivery is made to the Discover Network Cardholder. If the Discover Network Cardholder requests delivery to a third-party, you must obtain the signature of a party designated by the Discover Network Cardholder as proof of delivery. You must retain this proof of delivery for the document retenti on period as set forth in the Agreement. If a Discover Network Cardholder takes delivery of merchandise ordered by mail or telephone at your retail locati on, you must obtain an imprint of the Discover Network Card and the Discover Network Cardholder’s signature on the Sales Draft s.

17.2 Card Sales over the Internet. You must obtain our prior approval before accepti ng any Discover Network Card transacti ons over the Internet and you must comply with the requirements in the Agreement and these Operati ng Regulati ons for each Discover Network Card Sale accepted over the Internet. Any Discover Network Card Sale that does not comply with the Agreement and these Operati ng Regulati ons is subject to Chargeback. For each Discover Network Card sale over the Internet, you must comply with the requirements of this secti on.

i. Protocol for Internet Discover Network Card Transacti ons. Each Internet Discover Network Card transacti on accepted by you and submitt ed to us shall comply with our standards, including, without limitati on, our standards governing the formatti ng, transmission and encrypti on of data, referred to as our “designated protocol”. You shall accept only those Internet Discover Network Card transacti ons that are encrypted in accordance with our designated protocol. As of the date of these Operati ng Regulati ons, our designated protocol for the encrypti on of data is Secure Socket Layer (SSL). We may, at our discreti on, withhold Sett lement unti l security standards can be verifi ed. However, our designated protocol, including any specifi cati ons with respect to data encrypti on, may change at any ti me upon 30 days advance writt en noti ce. You may not accept Discover Network Card Account Numbers through Electronic Mail over the Internet.

ii. Browser Support for Protocol. You shall not accept any Internet Discover Network Card transacti ons unless the transacti on is sent by means of a browser which supports our designated protocol. However, if you desire to accept a Discover Network Card transacti on from a Discover Network Cardholder whose browser does not support our designated protocol, you may accept such a Discover Network Card transacti on by means other than the Internet, such as mail, telephone or facsimile.

iii. Authorizati on and Submission Requirements. You shall not accept any Internet Discover Network Card transacti ons except in compliance with the Agreement and these Operati ng Regulati ons. Additi onally, you shall comply with the following requirements for each Internet Discover Network Card transacti on:

1. You must obtain an authorizati on decision for the Discover Network Card Sale as described in Secti on 16 using an electronic means of transmission that is approved by us.

2. You must submit the CID to us. If you do not submit the CID to us, the Discover Network Card Sale may be subject to Chargeback as described in Secti on 17.1 and this Secti on.

3. You must obtain address verifi cati on for the Discover Network Card Sale from us using the procedures described in Secti on 17.1 and this Secti on.

4. You must submit Sales Draft s using an electronic means of transmission and you must comply with other requirements in Secti on 16. You may not submit Sales Draft s to us using non-electronic means.

5. You must not submit Sales Draft s to us unti l the merchandise or services ordered are delivered to the Discover Network Cardholder.

iv. Chargeback for Noncompliance. Any Discover Network Card transacti on over the Internet that fails to comply with the Agreement or these Operati ng Regulati ons is subject to immediate Chargeback. We may collect any amounts owed by you with respect to Chargebacks on the Internet Discover Network Card transacti ons from the proceeds of Sett lement amounts otherwise payable for any Card transacti ons. We may, at our discreti on, terminate the Agreement immediately if you fail to comply with these terms.

18. Special Circumstances. Except as provided in this Discover Network Program Agreement, the terms and conditi ons governing your processing of special industry sales using the Discover Network Card are as specifi ed in the MAA. If you accept Discover Network Card sales for recurring billing or installment sales transacti ons with Discover Network Cardholders please refer to the Operati ng Regulati ons and MAA for detailed requirements for these transacti ons, including the format for authorizati on requests. If you are a merchant in the lodging industry, please refer to us for procedures for guaranteed reservati ons, advance deposits and priority checkouts. 18.1 Card Acceptance during Store Closings or Liquidati on. You must comply with the following requirements during the liquidati on and/or closure of any of your outlets, locati ons and/or enti re business:

1. Post signs visible to customers stati ng “All Sales Are Final”;2. Stamp receipts or print Sales Draft s with noti ce that “All Sales Are

Final”; and3. Contact us to advise of the closure of locati ons and/or liquidati on of

your establishment.18.2 Policies for Merchants in the Lodging Industry.

i. Overview. Provided below are our requirements for Merchants in the lodging industry, who take reservati ons and require Discover Network Cardholders to pay advance deposits. If you do not comply with the procedures in Secti on 18.2(ii) for guaranteed reservati ons and Secti on 18.2(iii) for advance deposits, any Discover Network Card sales accepted by you for guaranteed reservati ons and advanced deposits are subject to Chargeback. Please note that for all Discover Network Card transacti ons that are not swiped through your terminal or POS device you must follow the procedures described in Secti on 17.

ii. Requirements for Guaranteed Reservati ons. You may accept Discover Network Cardholders’ reservati ons for accommodati ons and guarantee rooms for late arrival aft er the normal 6:00 PM (local ti me) check-in deadline if you follow the procedures in this Secti on. If the check-in deadline passes without a cancellati on of the reservati on by the Discover Network Cardholder, you may bill the Discover Network Cardholder for one night’s lodging (plus applicable taxes); if you have complied with all of your obligati ons in this Secti on.a. Noti ce to Discover Network Cardholder of Rights and Obligati ons.

At the ti me of reservati on, you must verify that the Discover Network Cardholder plans to guarantee their reservati on. If a guarantee is requested, you must advise the Discover Network Cardholder of the rights and obligati ons set forth below and you must comply with these requirements. You must inform the Discover Network Cardholder of the room rate and reservati on


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confi rmati on number and you should advise the Discover Network Cardholder to retain this informati on.1. Accommodati ons of the type requested by the Discover

Network Cardholder will be held by you unti l checkout ti me on the day following the scheduled arrival date.

2. If the Discover Network Cardholder seeks to cancel the reservati on, the Discover Network Cardholder must do so before 6:00 PM (local ti me) on the scheduled arrival date. Resorts may move the 6:00 PM (local ti me) deadline back no more than three hours to 3:00 PM (local ti me), if the Discover Network Cardholder has been informed of the date and ti me the cancellati on privileges expire.

3. At the ti me of the reservati on, you shall provide the Discover Network Cardholder with a telephone number to call for cancellati ons and instructi ons to retain a record of it.

4. If the reservati on is not cancelled within the allowed ti me frame and the Discover Network Cardholder does not use the accommodati on and you do not rent the room to another guest, you may bill the Discover Network Cardholder for a no-show charge equal to one night’s lodging (plus applicable taxes).

b. Record of Guaranteed Reservati ons. You must preserve a record of the following informati on for each guaranteed reservati on:

1. Discover Network Cardholder’s name as it is embossed on the Discover Network Card;

2. Card account number and Discover Network Card expirati on date;

3. Anti cipated arrival date and length of stay;4. The cancellati on policy in its enti rety, inclusive of the date

and ti me the cancellati on privileges expire; and5. Any other perti nent details related to the reserved

accommodati ons.c. Writt en Confi rmati on of Guaranteed Reservati ons. You must

provide Discover Network Cardholders with writt en confi rmati on of each guaranteed reservati on. The confi rmati on must contain:1. Discover Network Cardholder’s name as it is embossed on

the Discover Network Card;2. Card Account number and Discover Network Card expirati on

date;3. Reservati on confi rmati on number;4. Anti cipated arrival date and length of stay;5. The cancellati on policy in its enti rety, inclusive of the date

and ti me the cancellati on privileges expire; and6. Any other perti nent details related to the reserved

accommodati ons.d. Cancellati on of Guaranteed Reservati ons. If a Discover Network

Cardholder seeks to cancel a reservati on in accordance with your cancellati on policy and specifi ed ti me frames, you must provide the Discover Network Cardholder with a cancellati on number and instructi ons to retain a record of it. You shall forward writt en confi rmati on of the cancellati on of each guaranteed reservati on within three (3) Business Days of Discover Network Cardholder’s request for writt en confi rmati on. This cancellati on confi rmati on must contain:1. Discover Network Cardholder’s reference that charges were

placed on the Discover Network Card, if applicable;2. Discover Network Cardholder’s name as it is embossed on the

Discover Network Card;3. Card Account number and Discover Network Card expirati on date;4. Reservati on cancellati on number; and5. Any other perti nent informati on related to the reserved

accommodati ons.

e. Sales Draft s for “No-Show” Charges. If the Discover Network Cardholder does not cancel a reservati on in accordance with your cancellati on policy and specifi ed ti me frames and the Discover Network Cardholder does not use the accommodati ons and you do not rent the room to another guest, you may charge the Discover Network Cardholder for a “No-show” charge by preparing and transmitti ng Sales Draft s with the following informati on:1. Discover Network Cardholder’s name as it is embossed on the

Discover Network Card;2. Card Account number and Discover Network Card expirati on

date;3. Hotel name and locati on (imprinted);4. Room rate (quoted when reservati on was made including

applicable taxes);5. Transacti on date;6. Authorizati on approval code;7. Employees initi als; and8. The words “No-Show” printed on the Discover Network

Cardholder’s signature line.iii. Advance Deposit. You may require Discover Network Cardholders to

pay a deposit at the ti me of a reservati on, if you comply with the requirements in this Secti on. The amount of the deposit cannot exceed the cost of seven nights lodging (plus applicable tax) and the deposit must be applied to the enti re bill. When you require an advance deposit, you must provide Discover Network Cardholders with the informati on required below. Note: Discover Network Cardholders may NOT be charged a “No-show” penalty in additi on to a forfeited advance deposit.a. Obligati ons with Advance Deposits. If you make advance

deposits for reservati ons, you must comply with the following requirements:1. Hold reserved accommodati ons unti l checkout ti me following

the last day covered by an advance deposit.2. A specifi ed reservati on cancellati on ti me frame including the

date and ti me when cancellati on privileges expire.3. Full reimbursement of advance deposits when the Discover

Network Cardholder cancels a reservati on within the specifi ed ti me frame.

4. A disclosure informing Discover Network Cardholders of their rights and obligati ons that failure to cancel a reservati on within the specifi ed ti me frame may result in forfeiture of all or part of an advance deposit. Note: Discover Network Cardholders may NOT be charged a no-show penalty in additi on to a forfeited advance deposit under this policy.

b. Sales Draft s Requirements for Advance Deposits/Folio. For each advance deposit taken by you, you shall prepare Sales Draft s in the amount of the advance deposit and transmit it to us immediately aft er taking the reservati on for the advance deposit. Sales Draft s must contain the following informati on:1. Discover Network Cardholder’s name as it is embossed on the

Discover Network Card;2. Card Account Number and expirati on date;3. Discover Network Cardholder’s complete mailing address and

phone number;4. Transacti on date;5. Anti cipated arrival date and length of stay;6. Reservati on confi rmati on number;7. Authorizati on approval code;8. Advance deposit amount (including applicable taxes); and9. Words “Advance Deposit” on the Discover Network

Cardholder signature line.


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c. Writt en Confi rmati on. You must provide the Discover Network Cardholder with writt en confi rmati on of an advance deposit that contains the following informati on:1. A copy of the Sales Draft s that you prepared and transmitt ed

for the advance deposit;2. Reference that charges were placed on the Discover Network

Card;3. Discover Network Cardholder’s name as it is embossed on the

Discover Network Card;4. Card Account Number and expirati on date;5. Reservati on confi rmati on number;6. Anti cipated arrival date;7. The cancellati on policy in its enti rety, inclusive of the date and

ti me the cancellati on privileges expire; and8. Any other perti nent details related to the reserved

accommodati ons.d. Cancellati on of Reservati ons with Advance Deposits. If the

Discover Network Cardholder requests a cancellati on of a reservati on in accordance with your cancellati on policy and ti me frames, you must issue a Credit to the Discover Network Cardholder’s Discover Network Card Account for the full amount of the advance deposit charged to the account within ten (10) days of the Discover Network Cardholder’s request. In additi on, you must:1. Provide a cancellati on number to the Discover Network

Cardholder and instructi ons to retain a record of the number.2. Prepare Sales Draft s for the Credit as described in this Secti on

18 and transmit the Sales Draft s to us within the ti me frames prescribed by the Operati ng Regulati ons.

e. Sales Draft s Required for Cancellati on of Reservati ons with Advanced Deposits. You must prepare and transmit Sales Draft s to us for each cancellati on that includes the following informati on and you must send a copy of the Sales Draft s documenti ng the Credit to the Discover Network Cardholder within the ti me frames prescribed by the Operati ng Regulati ons:1. Discover Network Cardholder’s name as it is embossed on the

Discover Network Card;2. Card Account Number and expirati on date;3. Discover Network Cardholder’s complete mailing address and

phone number;4. Transacti on date;5. Reservati on Cancellati on Number;6. Advance deposit amount; and7. Words “Advance Deposit” on the Merchant’s signature line.

iv. Overbookings. If the accommodati ons reserved by a Discover Network Cardholder pursuant to a guaranteed reservati on or with an advance deposit are unavailable upon arrival you must at your own expense, provide the Discover Network Cardholder with the following:

1. Comparable accommodati ons for one night at a similar Merchant locati on (including applicable taxes);

2. Transportati on to the alternate Merchant locati on; and3. Forwarding of all calls and messages to the alternate Merchant

locati on.v. Priority Check-Out Service. If you off er priority checkout services,

you must comply with the following requirements:1. Require the Discover Network Cardholder to sign the

registrati on card at the ti me of check-in acknowledging responsibility for all charges. Obtain an authorizati on decision for the esti mated amount of the accommodati ons at check-in by swiping the Discover Network Card through your terminal or POS device.

2. Complete Sales Draft s at checkout by entering the total amount of charges incurred during the stay including: restaurant, telephone and miscellaneous expenses.

3. Write the words “Priority Check-Out” on the signature line of the Sales Draft s.

4. Obtain a fi nal Authorizati on approval code for any additi onal amounts from the check-in esti mate to equal the total amount to be billed to the Discover Network Cardholder.

5. Mail the Discover Network Cardholder (at the address shown on the registrati on Discover Network Card) a copy of the Sales Draft s and itemized lodging bill.

6. Transmit completed Sales Draft s to us within the applicable ti me frame.

vi. Esti mated Authorizati on. If you seek to obtain an authorizati on decision for the esti mated amount of charges to be billed to a Discover Network Cardholder, you shall comply with the following procedures. At the beginning of the Discover Network Cardholder’s stay and on a periodic basis thereaft er, you may obtain an authorizati on decision as set forth in herein for an amount equal to the esti mated total of a Discover Network Cardholder’s charges based on his/her length of stay and other criteria. You must follow the procedures in Secti on 13 and this Secti on 18 to obtain an Authorizati on decision for the amount of the esti mated charges expected during the length of a Discover Network Cardholder’s stay and to obtain additi onal Authorizati on decisions for the actual charges that exceed the amount originally esti mated by you for which you obtained Authorizati on decision.

a. Check-In Esti mate. At check-in, you may esti mate the Discover Network Cardholder’s total charges based on the below requirements and obtain an authorizati on decision for the amount of that esti mate:

1. Intended length of stay;2. Room rate;3. Applicable taxes;4. Applicable service charges; and5. Any miscellaneous charges, as dictated by experience.

vii. Changes to Esti mated Charges. You must monitor the charges made during the course of a Discover Network Cardholder’s stay to ensure that the actual charges do not exceed the amount indicated in the esti mated authorizati on. The following conditi ons apply:

1. If the actual charge acti vity exceeds the amount of the esti mated Authorizati on, then you must secure a positi ve Authorizati on decision or approval for the amount in excess of the esti mated Authorizati on. Note: Such amounts should not be cumulati ve and each additi onal Authorizati on decision should cover a separate porti on of the total amount. If an Authorizati on request is declined, no charges occurring aft er that date will be accepted by us for that Discover Network Cardholder.

2. A fi nal (or additi onal) Authorizati on decision is not required if the fi nal amount (total sum) of the Discover Network Cardholder’s charges does not exceed the sum of the previously authorized charges, plus a twenty percent (20%) tolerance.

3. The dates, authorized amounts, and their respecti ve Authorizati on approval codes must be individually recorded on the Sales Draft s.

18.3 Customer Acti vated Terminals (“CAT Terminals”). If you sell petroleum-related products and use Customer Acti vated Terminals (“CAT Terminals”) to accept Discover Network Cards, you must comply with the following requirements:

i. You must contact the sales representati ve assigned to your account to obtain a unique Merchant Account Number for use exclusively with Discover Network Card transacti ons on CAT Terminals (“CAT Merchant number”). If you are unable to contact our sales representati ve assigned to your account, please contact Bank.


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ii. You agree to use the Unique CAT Merchant number (not any other Merchant number) for all Discover Network Card transacti ons on CAT Terminals. You shall use the CAT Merchant number for the sole and exclusive purpose of Discover Network Card transacti ons on CAT Terminals.

iii. If you comply with the procedures in this Secti on and the procedures for obtaining Authorizati on decisions in Secti on 13, the Discover Network Card transacti ons that you accept on CAT Terminals will not be subject to Chargeback up to the maximum amount of your Floor Limit for the reasons: (a) Missing Signature (IS) and (b) No Imprint on Sales Draft (SI). You may be subject to Chargeback for other reasons, including, without limitati on, the failure to comply with the procedures in this Secti on and Secti on 13.

18.4 Overview of Requirements for Automati c Payment Plans. You must comply with the Authorizati on requirements herein, as supplemented by this Secti on, with respect to each amount billed to a Discover Network Card account pursuant to an Automati c Payment Plan. If you fail to comply with any of the requirements in this Agreement or Operati ng Regulati ons with respect to an Automati c Payment Plan, or if a Discover Network Cardholder initi ates a Dispute at any ti me with respect to (i) a Discover Network Card sale involving an Automati c Payment Plan or (ii) the goods or services that you agreed to provide pursuant to an Automati c Payment Plan, a Dispute may be initi ated against you of any Automati c Payment Discover Network Card Sale, in additi on to any payments that were previously submitt ed to and sett led by us. 18.5 Authorizati on Requirements for Automati c Payment Plans. If you engage in Automati c Payment Discover Network Card Sales, you must obtain a separate, current Authorizati on Response for each Automati c Payment Discover Network Card Sale at the ti me each Automati c Payment Discover Network Card Sale becomes due. If we or you have terminated your Merchant Agreement, you may not submit Authorizati on Requests for Automati c Payment Discover Network Card Sales that are due aft er the terminati on date of your Merchant Agreement. If the Discover Network Card Account of the Discover Network Cardholder who agreed to the Automati c Payment Plan is terminated, the Issuer will respond with a negati ve Authorizati on Response to any subsequent Authorizati on Requests, including Authorizati on Requests related to Automati c Payment Plan initi ated prior to the terminati on of the Discover Network Card Account. An Issuer’s positi ve Authorizati on Response for one Automati c Payments Discover Network Card Sale is not a guarantee that any future Automati c Payment Authorizati on Request will be approved or paid. If Discover Network Card Acceptance by you is suspended or terminated for any reason, you may not submit any Authorizati on Requests for your Automati c Payment Plans during the suspension or aft er the Discover Network Card Acceptance Terminati on Date. If you submit Sales Draft s to us for an Automati c Payment Discover Network Card Sale that has not received a positi ve Authorizati on Response, the Automati c Payment Discover Network Card Sale may be subject to Dispute and/or you may pay higher lnterchange and Fees. If a Discover Network Cardholder disputes any Automati c Payment Discover Network Card Sale or your performance of your obligati ons in connecti on with the Automati c Payment Plan, a Dispute may be initi ated with respect to the disputed Automati c Payment Discover Network Card Sales and any prior Automati c Payment Discover Network Card Sales for which you have received Sett lement. 18.6 Discover Network Cardholder’s Approval. You must obtain the Discover Network Cardholder’s writt en approval to charge amounts to the Discover Network Cardholder’s Discover Network Card Account in accordance with an Automati c Payment Plan. If you use the Internet or another electronic process to receive a Discover Network Cardholder applicati on for an Automati c Payment Plan, you must retain all electronic evidence of the Discover Network Cardholder’s approval of the Automati c Payment Plan. The Discover Network Cardholder’s approval, whether writt en or electronic, must include all of the following informati on:

i. Discover Network Cardholder’s name, address and Discover Network Card Number;

ii. Amount of each Automati c Payment Discover Network Card Sale; iii. Timing or frequency of payments; iv. Length of ti me over which the Discover Network Cardholder permits

the Merchant to bill Automati c Payments to the Discover Network Card Account;

v. Merchant’s Discover Network Merchant Number; vi. Card expirati on date; and vii. Total amount of Automati c Payments to be billed to Discover Network

Card Account, including taxes and ti p(s). 18.7 Delayed Delivery Sales. For delayed delivery sales in which you charge a deposit, you may prepare two (2) separate Transacti on Receipts or Sales Draft s - one (1) Transacti on Receipt/Sales Draft labeled “Deposit” and one (1) labeled “Balance.” You may not submit Sales Draft s (either manually or electronically) to us, relati ng to the Transacti on Receipt/Sales Draft labeled “Balance” unti l the merchandise or service is completely delivered to the Discover Network Cardholder. For delayed delivery sales, you must obtain the “Deposit” Authorizati on before you submit Sales Draft s to us for the “Deposit” or “Balance” Discover Network Card Sale. Any Authorizati on for delayed delivery of merchandise or services will be valid for ninety (90) calendar days. If delivery of the merchandise or service purchased will occur more than ninety (90) calendar days aft er the “Deposit” Authorizati on, you must obtain a subsequent Authorizati on for the “Balance.” In additi on, you must complete Address Verifi cati on at the ti me of the “Balance” Authorizati on and must obtain proof of delivery upon delivery of the service or merchandise. Any delayed delivery Discover Network Card Sale that is not conducted in accordance with the foregoing requirements may result in assessment of Fees or fi nes by the associati on, to you and/or may be subject to Dispute. 19. Cash Over. You may issue Cash Over in connecti on with Discover Network Card Sales, provided that you comply with the Operati ng Regulati ons for each Discover Network Card Sale and with the following additi onal requirements applicable to each Discover Network Card Sale involving Cash Over:

i. You must deliver to us a single Authorizati on request for the aggregate total of the goods/services purchase amount and the Cash Over amount of the Discover Network Card Sale. You may not submit separate Authorizati on requests to us for the goods/services purchase amount and the Cash Over amount.

ii. The Sales Draft s you submit to us in connecti on with a Discover Network Card Sale involving Cash Over must include both the purchase amount and the Cash Over amount of the Discover Network Card Sale. You may not submit separate Sales Draft s to us for the purchase amount and the Cash Over amount.

iii. No minimum purchase is required for you to issue Cash Over to a Discover Network Cardholder, provided that some porti on of the total Discover Network Card Sale amount must be att ributable to the purchase of goods or services by the Discover Network Cardholder. You must not issue Cash Over as a stand-alone transacti on.

iv. The maximum amount of cash that you may issue to a Discover Network Cardholder as Cash Over in connecti on with a Discover Network Card Sale is $100.00.

v. Any Authorizati on Requests and Sales Draft s you submit to us in connecti on with a Discover Network Card Sale involving Cash Over must comply with all requirements of these Operati ng Regulati ons.

20. No Signature Required Discover Network Card Sales. Card Sales conducted by Merchants operati ng in certain MCCs, will not be subject to Chargeback to you for your failure to obtain the Discover Network Cardholder’s signature on the Transacti on Receipt if (i) the full Track Data is transmitt ed to us with the Authorizati on Request, and (ii) the Discover Network Card Sale amount is USD $25.00 or less. No Signature Required Discover Network Card Sales conducted in accordance with the foregoing requirement may be subject to Dispute for other reasons specifi ed in these Operati ng Regulati ons and the Dispute Rules. 21. Cash Reimbursement. The Cash Reimbursement you earn for each Cash Advance transacted in accordance with these Operati ng Regulati ons are set forth in the Acquirer Interchange and Assessment Manual.21.1 Cash Advances and Cash Equivalents. You may not accept a Discover Network Card in exchange for advancing cash or cash equivalents (i.e., value on the Internet for e-commerce transacti ons) to a Discover Network Cardholder, unless you and we have agreed in writi ng. If you dispense cash or cash equivalents in connecti on with the presentati on of a Discover Network Card without our permission in the form of a writt en agreement, such a Discover Network Card transacti on is subject to Chargeback to you, regardless of whether your agreement with the Discover Network Cardholder describes a cash advance or cash equivalent as a sale of goods or services.


21.2 Fees to Discover Network Cardholders. Notwithstanding anything herein to the contrary, you are prohibited from assessing or otherwise imposing a fee or surcharge on a Cash Advance transacti on. The amount of the Cash Advance transacti on refl ected in Cash Advance Sales Draft s submitt ed by you to us for Sett lement must be the amount of cash disbursed to the Discover Network Cardholder. If any fees were assessed to the Discover Network Cardholder by you in connecti on with a Cash Advance, including, a fee paid in cash aft er the transacti on was completed, the enti re amount of the Cash Advance transacti on is subject to Dispute. 22. Discover Network Card Security Features. All Discover Network Cards contain common characteristi cs and disti ncti ve features. Security features common to all Discover Network Cards include:

i. Disti ncti ve Discover Network/NOVUS or Discover Network Acceptance Mark, depending on the date of issuance of the Discover Network Card,

ii. The Discover Network Card Number on Discover Network Cards is made up of at least 16 digits,

iii. The embossed digits of the Discover Network Card Number are clear and uniform in size and spacing,

iv. The embossed expirati on date, if present, appears in a MMYY format below the ti tle “Valid Thru” and indicates the last month in which the Discover Network Card is valid,

v. The Discover Network Card contains a magneti c stripe, which may be a holographic magneti c stripe bearing a security hologram, depending on the issue date of the Discover Network Card,

vi. An underprint of the word “VOID” on the signature panel becomes visible if erasure of the signature is att empted,

vii. Depending on the issue date of the Discover Network Card, the words DISCOVER or DISCOVER NETWORK appear in ultraviolet ink on the front of the Discover Network Card and become visible when the Discover Network Card is held under an ultraviolet light.

22.1 Disti ncti ve Security Features - Standard Credit, Debit and Stored Value Discover Network Cards. In additi on to the common security features for all Discover Network Cards listed above, most standard, rectangular plasti c Discover Network Cards accepted on the Discover Network include the following disti ncti ve features:

i. Disti ncti ve Discover Network Acceptance Mark positi oned in the lower right corner on both sides of the Discover Network Card. Unti l October 2007, the Discover Network/NOVUS Acceptance Mark may appear only on the back of older Discover Network Cards.

ii. Discover Network Cardholder name is embossed on the front of the Discover Network Card, evenly spaced and aligned.

iii. The scripted D is embossed beneath the Discover Network Card Number on the front of the Discover Network Card and appears on the same line as the embossed year beneath the “Member Since” ti tle and the embossed date beneath the “Valid Thru” ti tle.

iv. Card Numbers on all Discover Network Cards are embossed, clear and uniform in size and spacing and should extend into the hologram on the front of the Discover Network Card, if a hologram is present on the front of the Discover Network Card, where the last four digits are within the hologram.

v. For Discover Network Cards issued before April 15, 2006 the disti nct circulati on (New Generati on) or rectangular (Old Generati on) three-dimensional hologram bearing a disti nct patt ern of a globe with an arrow through it.

vi. The Discover Network Card Number or the last four digits of the Discover Network Card Number on the signature panel are followed by a three-digit CID that must be included in certain Authorizati on requests

vii. The Discover Network Card Number or the last four digits of the Discover Network Card Number appear in reverse indent printi ng on the signature panel and must match the last four digits of the Discover Network Card Number embossed on the front of the Discover Network Card.

22.2 Excepti ons to Standard Security Features. Standard, rectangular plasti c, stored value Discover Network Cards are not required to bear the Discover Network Cardholder Name. In additi on, standard, rectangular plasti c stored value gift Discover Network Cards accepted at a limited, specifi c list of merchants are not required to include the three-dimensional hologram patt erned as a globe with an arrow through it and are not required to bear the Discover Network Acceptance Mark on the front of the Discover Network Card. Valid Discover Network Cards may not always be rectangular in shape (e.g., Discover Network 2GOTM Discover Network Card), may not bear all or may bear diff erent security features than those described in this Secti on and may not be printed in English. 23. Reminders for Preventi ng Fraudulent Discover Network Card Usage. In additi on to complying with Authorizati on requirements as stated in your Agreement, you shall pay careful att enti on to both the Discover Network Card presenter and the Discover Network Card presented. In parti cular, you should:

a. Verify that the signature on the Transacti on Documentati on is reasonably similar to the signature on the back of the Discover Network Card.

b. Check the signature panel for signs of erasure or alterati on. You should not accept the Discover Network Card if the word “VOID” appears in the signature panel.

c. Check the Discover Network Card expirati on date and do not accept any expired Discover Network Card.

d. Examine the Discover Network Card for signs of alterati on. e. If you have any doubts about the validity of the Discover Network Card

or the Discover Network Card presenter, you may request additi onal identi fi cati on from the Discover Network Card presenter and/or uti lize procedures outlined in your Agreement.

f. When using a POS Device and printer to process Discover Network Card transacti ons, the Merchant must verify that the Discover Network Card Number printed on the Transacti on Receipt matches the Discover Network Card Number embossed on the front of the Discover Network Card.

g. Follow procedures for Address Verifi cati on if the Discover Network Card Sale is a Discover Network Card Not Present transacti on.

h. Enter the CID for all Authorizati on Requests in all Discover Network Card Not Present transacti ons.

24. Data Security. a. Security Requirements. At all ti mes during the term of this

Agreement you must comply with PCI Data Security Standard and the other obligati ons with respect to data security in this Agreement (“Security Requirements”) as may be amended from ti me to ti me. We may impose restricti ons, fi nes, or prohibit you from accepti ng Cards if we determine that you are not in compliance with the Security Requirements. You must be in compliance with the Security Requirements as well as comply with general security procedures. You understand and acknowledge that it is solely your responsibility to maintain compliance with the Security Requirements and to pay any and all fi nes levied by the applicable associati on or network for your non-compliance. You also understand and acknowledge that you are solely responsible for the compliance of any and all third parti es that are given access by you, to Discover Network Cardholder data, and for any third-party POS VAR (“Value Added Reseller”) soft ware that you may use.

b. Terminati on; Indemnifi cati on. We may in our sole discreti on, suspend or terminate Discover Network Card processing services under the Agreement for any actual or suspected data security compromise. Notwithstanding anything in this Agreement to the contrary, you agree to indemnify and hold us harmless from and against all losses, liabiliti es, damages and expenses resulti ng from your failure to comply with the Security Requirements.

c. Noti ce of Data Security Breach. You must noti fy us as soon as reasonably practi cable and in no event more than 24 hours aft er becoming aware of (i) any suspected or actual data security breach in any of your systems or databases used to conduct or in any way


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21.2 Fees to Discover Network Cardholders. Notwithstanding anything herein to the contrary, you are prohibited from assessing or otherwise imposing a fee or surcharge on a Cash Advance transacti on. The amount of the Cash Advance transacti on refl ected in Cash Advance Sales Draft s submitt ed by you to us for Sett lement must be the amount of cash disbursed to the Discover Network Cardholder. If any fees were assessed to the Discover Network Cardholder by you in connecti on with a Cash Advance, including, a fee paid in cash aft er the transacti on was completed, the enti re amount of the Cash Advance transacti on is subject to Dispute. 22. Discover Network Card Security Features. All Discover Network Cards contain common characteristi cs and disti ncti ve features. Security features common to all Discover Network Cards include:

i. Disti ncti ve Discover Network/NOVUS or Discover Network Acceptance Mark, depending on the date of issuance of the Discover Network Card,

ii. The Discover Network Card Number on Discover Network Cards is made up of at least 16 digits,

iii. The embossed digits of the Discover Network Card Number are clear and uniform in size and spacing,

iv. The embossed expirati on date, if present, appears in a MMYY format below the ti tle “Valid Thru” and indicates the last month in which the Discover Network Card is valid,

v. The Discover Network Card contains a magneti c stripe, which may be a holographic magneti c stripe bearing a security hologram, depending on the issue date of the Discover Network Card,

vi. An underprint of the word “VOID” on the signature panel becomes visible if erasure of the signature is att empted,

vii. Depending on the issue date of the Discover Network Card, the words DISCOVER or DISCOVER NETWORK appear in ultraviolet ink on the front of the Discover Network Card and become visible when the Discover Network Card is held under an ultraviolet light.

22.1 Disti ncti ve Security Features - Standard Credit, Debit and Stored Value Discover Network Cards. In additi on to the common security features for all Discover Network Cards listed above, most standard, rectangular plasti c Discover Network Cards accepted on the Discover Network include the following disti ncti ve features:

i. Disti ncti ve Discover Network Acceptance Mark positi oned in the lower right corner on both sides of the Discover Network Card. Unti l October 2007, the Discover Network/NOVUS Acceptance Mark may appear only on the back of older Discover Network Cards.

ii. Discover Network Cardholder name is embossed on the front of the Discover Network Card, evenly spaced and aligned.

iii. The scripted D is embossed beneath the Discover Network Card Number on the front of the Discover Network Card and appears on the same line as the embossed year beneath the “Member Since” ti tle and the embossed date beneath the “Valid Thru” ti tle.

iv. Card Numbers on all Discover Network Cards are embossed, clear and uniform in size and spacing and should extend into the hologram on the front of the Discover Network Card, if a hologram is present on the front of the Discover Network Card, where the last four digits are within the hologram.

v. For Discover Network Cards issued before April 15, 2006 the disti nct circulati on (New Generati on) or rectangular (Old Generati on) three-dimensional hologram bearing a disti nct patt ern of a globe with an arrow through it.

vi. The Discover Network Card Number or the last four digits of the Discover Network Card Number on the signature panel are followed by a three-digit CID that must be included in certain Authorizati on requests

vii. The Discover Network Card Number or the last four digits of the Discover Network Card Number appear in reverse indent printi ng on the signature panel and must match the last four digits of the Discover Network Card Number embossed on the front of the Discover Network Card.

22.2 Excepti ons to Standard Security Features. Standard, rectangular plasti c, stored value Discover Network Cards are not required to bear the Discover Network Cardholder Name. In additi on, standard, rectangular plasti c stored value gift Discover Network Cards accepted at a limited, specifi c list of merchants are not required to include the three-dimensional hologram patt erned as a globe with an arrow through it and are not required to bear the Discover Network Acceptance Mark on the front of the Discover Network Card. Valid Discover Network Cards may not always be rectangular in shape (e.g., Discover Network 2GOTM Discover Network Card), may not bear all or may bear diff erent security features than those described in this Secti on and may not be printed in English. 23. Reminders for Preventi ng Fraudulent Discover Network Card Usage. In additi on to complying with Authorizati on requirements as stated in your Agreement, you shall pay careful att enti on to both the Discover Network Card presenter and the Discover Network Card presented. In parti cular, you should:

a. Verify that the signature on the Transacti on Documentati on is reasonably similar to the signature on the back of the Discover Network Card.

b. Check the signature panel for signs of erasure or alterati on. You should not accept the Discover Network Card if the word “VOID” appears in the signature panel.

c. Check the Discover Network Card expirati on date and do not accept any expired Discover Network Card.

d. Examine the Discover Network Card for signs of alterati on. e. If you have any doubts about the validity of the Discover Network Card

or the Discover Network Card presenter, you may request additi onal identi fi cati on from the Discover Network Card presenter and/or uti lize procedures outlined in your Agreement.

f. When using a POS Device and printer to process Discover Network Card transacti ons, the Merchant must verify that the Discover Network Card Number printed on the Transacti on Receipt matches the Discover Network Card Number embossed on the front of the Discover Network Card.

g. Follow procedures for Address Verifi cati on if the Discover Network Card Sale is a Discover Network Card Not Present transacti on.

h. Enter the CID for all Authorizati on Requests in all Discover Network Card Not Present transacti ons.

24. Data Security. a. Security Requirements. At all ti mes during the term of this

Agreement you must comply with PCI Data Security Standard and the other obligati ons with respect to data security in this Agreement (“Security Requirements”) as may be amended from ti me to ti me. We may impose restricti ons, fi nes, or prohibit you from accepti ng Cards if we determine that you are not in compliance with the Security Requirements. You must be in compliance with the Security Requirements as well as comply with general security procedures. You understand and acknowledge that it is solely your responsibility to maintain compliance with the Security Requirements and to pay any and all fi nes levied by the applicable associati on or network for your non-compliance. You also understand and acknowledge that you are solely responsible for the compliance of any and all third parti es that are given access by you, to Discover Network Cardholder data, and for any third-party POS VAR (“Value Added Reseller”) soft ware that you may use.

b. Terminati on; Indemnifi cati on. We may in our sole discreti on, suspend or terminate Discover Network Card processing services under the Agreement for any actual or suspected data security compromise. Notwithstanding anything in this Agreement to the contrary, you agree to indemnify and hold us harmless from and against all losses, liabiliti es, damages and expenses resulti ng from your failure to comply with the Security Requirements.

c. Noti ce of Data Security Breach. You must noti fy us as soon as reasonably practi cable and in no event more than 24 hours aft er becoming aware of (i) any suspected or actual data security breach in any of your systems or databases used to conduct or in any way


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process Discover Network Card transacti ons or to store Discover Network Cardholder informati on, including websites or electronic links used to conduct Discover Network Card transacti ons, and (ii) any noncompliance by you with the Security Requirements. Such breaches shall include third-party incursions that could in any way result in access to Discover Network Card transacti on informati on, Discover Network Card account informati on or Discover Network Cardholder informati on.

d. Investi gati on. You must, at your expense (i) perform or cause to be performed an independent investi gati on (including a forensics analysis) of any data security breach, (ii) perform or cause to be performed any remedial acti ons recommended by any such independent investi gati on, and (iii) cooperate with us in the investi gati on and resoluti on of any data security breach.

e. Informati on Provided. You must provide us or Discover Network as requested, with the following informati on concerning any suspected or actual data security breach: (i) the date of such breach, (ii) details concerning the data compromised (e.g., Discover Network Card numbers and expirati on dates, Discover Network Cardholder names and addresses), (iii) the method of such breach, (iv) your security personnel contacts, (v) the name of any Person (including any law enforcement agency) assisti ng you with your investi gati on of such breach, and (vi) any other informati on which we reasonably request from you concerning such breach, including any forensics report(s). You will provide the informati on listed in (i)-(vi) as soon as is reasonably practi cable and the informati on listed in (i)-(v) shall in any event be provided to us within 48 hours of your initi al noti fi cati on to us of such breach. You must provide us or Discover Network as requested, with copies of any reports concerning such breach as soon as practi cable. You must not issue any press release or other public announcement concerning such breach unti l aft er you have provided us and Discover Network with the informati on requested in (i)-(v) above.

25. Changes in Business. You must noti fy us immediately of any change to the informati on included in your Merchant Profi le, including if you engage in, or in the future elect to engage in, any new lines or types of business acti viti es not disclosed to us during your initi al applicati on process or if you change your business acti viti es in any of the following ways:

1. Change of control; 2. Change in type or kind of business; 3. Change in Merchant Identi ty, including corporate/legal name or

Address; or telephone numbers;4. Closing or liquidati ng business enti rely or any locati ons; 5. Change in processing method (i.e. Transacti on Draft s to POS Device); 6. Voluntary or involuntary party in a bankruptcy case; 7. Entry into a loan or other agreement with a third-party that seeks to

aff ect the Merchant Agreement; 8. Change to the enti ty that is a party to the Merchant Agreement or

enti ti es listed in your records, including by merger or acquisiti on; and 9. Change to or from a business that conducts exclusively retail sales

to one that accepts Discover Network Card Sales by mail, telephone order or Internet transacti ons.

26. Factoring. Factoring is the submission of Authorizati on Requests and/or Sales Draft s by a Merchant for Discover Network Card sales or Cash Advances transacted by another business. Factoring is considered fraud unless you are registered with us as a Payment Service Provider. Factoring is expressly prohibited under your Merchant Agreement. This means a Merchant that submitt ed the Sales Draft s on behalf of another Person will suff er any losses associated with the Disputes of Discover Network Card Sales. Also if any fraud is involved, the Factoring Merchant could face criminal prosecuti on. 27. No Merchant Acquisiti on by Merchants. You may not enter into formal or informal agreements with other merchants for Discover Network Card Acceptance. 28. Audit Rights. You will allow us to conduct, or to engage a third-party designated by us to conduct, annual examinati ons and audits of your compliance with the applicable provisions of these Operati ng Regulati ons and with applicable law.

29. Employee Purchases. You must not conduct Cash Advances, Discover Network Card Sales or returns for goods or services with your owners, offi cers or employees using such individuals’ personal Discover Network Cards, except for bona fi de Discover Network Card transacti ons in the ordinary course of business.

GlossaryExcept as provided in this Discover Network Program Agreement, the terms which are defi ned in the MAA’s Glossary shall have the same meanings in this Discover Network Program Agreement. The terms below shall have the following meanings for all purposes under the Discover Network Program Agreement: Affi liate means any enti ty that controls, is controlled by, or is under common control with a party, including its subsidiaries. Associati on means the Discover Network or any enti ty formed to administer and promote Cards, including without limitati on Mastercard Internati onal, Incorporated, Visa U.S.A., Inc. and Visa Internati onal, and any applicable Debit Networks. Automati c Payment Plan means an obligati on, either of a fi xed or variable amount that is paid by a Discover Network Cardholder with a series of charges to an Account over a period ti me pursuant to an agreement between the Discover Network Cardholder and the Merchant. Authorizati on Center means a department that electronically communicates a merchant’s request for Authorizati on on Credit Discover Network Card transacti ons to Discover Network or the Discover Network Cardholder’s bank, respecti vely, and transmits such Authorizati on to the merchant via electronic equipment or by voice Authorizati on. Bank means the enti ty identi fi ed on the Applicati on which provides certain services under this Discover Network Program Agreement. Card Account means the records maintained by the Issuer of the respecti ve Discover Network Card transacti ons, payments and available balance or credit line for a given Discover Network Card.Card Number means the unique identi fying number that is assigned by the Issuer at the ti me of Discover Network Card issuance.Card Issuer means Discover Network or the bank that issues a Card to a person. Card Sale means a sale of goods or services to a Discover Network Cardholder by a Merchant, either in a Discover Network Card Present environment or as a Discover Network Card Not Present transacti ons, either or which is conducted pursuant to a Merchant Agreement where the amount or such sale is applied to a Discover Network Card Account and considered an obligati on of the Discover Network Cardholder. Card Not Present refers to a Discover Network Card transacti on that occurs where the Discover Network Card is not present at the point-of-sale, including Internet, mail order and telephone-order Discover Network Card Sales. Cash Advance means the disbursement of currency, including foreign currency, to a Cardholder by a Cash Advance merchant in connecti on with the presentati on of a Card at branch locati on, excluding an ATM. Cash Advance does not include convenience checks, balance transfers, cash back points, quasi-cash or Cash Over.Cash Advance Merchant means a Merchant that is a fi nancial insti tuti on that is permitt ed under these Operati ng Regulati ons and has been authorized by Acquirer to dispense Cash Advances.Cash Over means dispensing of cash by a Merchant in connecti on with a Discover Network Card Sale for the purchase of goods or services.Chargeback means the procedure by which a Sales Draft or other indicia of a Discover Network Card transacti on (or disputed porti on) is returned to Bank or the issuing bank. Merchant is responsible for reimbursing us for all Chargebacks. CID or Discover Network Card Identi fi cati on Data refers to the three digit number that follows the complete or truncated Discover Network Card Number in the signature panel on the back of each Discover Network Card.Credit means a refund or price adjustment given for a previous purchase transacti on.


Credit Card means a valid Discover Network Card or a valid Discover Network Card bearing the service mark of Visa or Mastercard and, to the extent the Schedules so provide, a valid Card issued by any other Associati on specifi ed in such Schedules. Credit Limit means the credit line set by the Discover Network Card Issuer for the Discover Network Cardholder’s account.Dispute means a ti cket Retrieval Requests, Chargeback, request for representment of a Discover Network Card transacti on, or Representment of a Discover Network Card transacti on, as the context may require, by an Issuer, Acquirer or Discover Network, including supporti ng informati on and documentati on provided by the Issuer or Acquirer in connecti on with any of the foregoing, and Discover Network’s process of resolving or eff ecti ng any of the foregoing.MAA means the agreements among Merchant and Bank contained in the Merchant Processing Applicati on and Agreement, the Program Guide and the Schedules thereto and the documents incorporated therein, each as amended from ti me to ti me, which collecti vely consti tute the agreement among such parti es. References in the MAA to the “Agreement” are references to the MAA. Non-Qualifi ed Program Fee means the diff erence between the Discover Network fee associated with the Anti cipated Fee Level and the Discover Network fee associated with the more costly fee level at which the transacti on actually was processed. Non-Qualifi ed Surcharge means a surcharge applied to any Discover Network Card transacti on that fails to qualify for the Anti cipated Fee Level and is therefore downgraded to a more costly fee level. The Non-Qualifi ed Surcharge (the amount of which is set forth in the Service Fee Schedule) is in additi on to the Non-Qualifi ed Program Fee, which is also your responsibility. Transacti on Receipt means a paper or electronic copy of transacti on data generated at the point of sale when the Discover Network Card transacti on is conducted using a POS Device, a copy of which is provided to the Discover Network Cardholder. We, our, and us mean Bank. You and your mean the enti ty accepti ng the Discover Network Card under this Discover Network Program Agreement and its Affi liates conducti ng business in the same industry.


Credit Card means a valid Discover Network Card or a valid Discover Network Card bearing the service mark of Visa or Mastercard and, to the extent the Schedules so provide, a valid Card issued by any other Associati on specifi ed in such Schedules. Credit Limit means the credit line set by the Discover Network Card Issuer for the Discover Network Cardholder’s account.Dispute means a ti cket Retrieval Requests, Chargeback, request for representment of a Discover Network Card transacti on, or Representment of a Discover Network Card transacti on, as the context may require, by an Issuer, Acquirer or Discover Network, including supporti ng informati on and documentati on provided by the Issuer or Acquirer in connecti on with any of the foregoing, and Discover Network’s process of resolving or eff ecti ng any of the foregoing.MAA means the agreements among Merchant and Bank contained in the Merchant Processing Applicati on and Agreement, the Program Guide and the Schedules thereto and the documents incorporated therein, each as amended from ti me to ti me, which collecti vely consti tute the agreement among such parti es. References in the MAA to the “Agreement” are references to the MAA. Non-Qualifi ed Program Fee means the diff erence between the Discover Network fee associated with the Anti cipated Fee Level and the Discover Network fee associated with the more costly fee level at which the transacti on actually was processed. Non-Qualifi ed Surcharge means a surcharge applied to any Discover Network Card transacti on that fails to qualify for the Anti cipated Fee Level and is therefore downgraded to a more costly fee level. The Non-Qualifi ed Surcharge (the amount of which is set forth in the Service Fee Schedule) is in additi on to the Non-Qualifi ed Program Fee, which is also your responsibility. Transacti on Receipt means a paper or electronic copy of transacti on data generated at the point of sale when the Discover Network Card transacti on is conducted using a POS Device, a copy of which is provided to the Discover Network Cardholder. We, our, and us mean Bank. You and your mean the enti ty accepti ng the Discover Network Card under this Discover Network Program Agreement and its Affi liates conducti ng business in the same industry.

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