APPLICATION AND AGREEMENT

APPLICATION AND AGREEMENT By signing this application and agreement (the Agreement ), you are giving Green Dot Bank, as well as its agents and affiliates, permission to review your business and personal credit history in order to provide you with formal funding approval. Business Legal Name: Address: City: Zip: Federal State# (Tax ID): Electronic Filing Identification Number (EFIN): Suite/Floor: State: Phone: Fax: Email: Owner(s)/Principal Information Name: Date of Birth: Address: City: State: Zip: Email: SSN: Funding Information Number of Years in Business: Purpose of Funds Requested: [ ] Pre-Season Funds, Starting December 1, 2017. For pre-season business expenses. [ ] In-Season Advance Simply Paid for EROs For in-season business expenses. Guarantor(s) Information Name of Owner(s) or Principal(s): Date of Birth: SSN: Residential Address: Mailing Address: Purchase and Sale of Future Tax Preparation Fees The business set forth above (Seller) is registered with the IRS as an electronic return originator (ERO) and has been issued an Electronic Filing Identification Number (EFIN) by the IRS. Seller has enrolled with Santa Barbara Tax Products Group (TPG) under the same EFIN and is approved by TPG to offer bank products based on tax returns that Seller prepares and files electronically. Seller is seeking working capital for the following: [ ] Pre-Season Funds, Starting December 1, 2017. Pre-season business expenses. [ ] In-Season Advance. In-season business expenses. In order to provide this working capital, Green Dot Bank (together with its successors and/or assigns, Buyer ) agrees to purchase the fees Seller s customers will pay to Seller for the preparation of tax returns that Seller will prepare and file in the calendar year 2018 using TPG as the refund transfer processor (the Future Fees ) under the terms of this Agreement. The amounts Buyer agrees to purchase under the terms of this Agreement are: For the Pre-Season Funds, Seller may offer, and Buyer agrees to buy, from time to time, Future Fees up to the Pre-Season Advance Maximum Amount. During the In-Season Purchase Window, Seller may offer, and Buyer agrees to buy, from time to time, Future Fees up to the In-Season Advance Maximum Amount. After Buyer has received all of the Future Fees purchased for the Pre-Season Advance, if any, Buyer will credit any additional Future Fees received against the In-Season Advance Maximum Amount. This will permit Seller to sell additional Future Fees during the In- Season Purchase Window to Buyer; provided that at no time may the total amount of the Future Fees purchased by Buyer during the In-Season Purchase Window, but not yet received by Buyer, exceed the In-Season Advance Maximum Amount. Future Fees will be applied first to the Pre-Season Advance Program, and next to the In-Season Advance Program. The purchase price for the Future Fees shall be the determined by applying the appropriate Discount Rate shown below to the amount of Future Fees offered by Seller and purchased by Buyer. If this Agreement is approved, the specific Maximum Amount for the Pre-Season Advance and the In-Season Advance will be sent to Seller via email (the Maximum Amounts ). Seller s request for funds to be delivered to Seller will represent Seller s acceptance of the Maximum Amounts offered. 1

Pre-Season Advance: $1.50 per $100 per month for two months (a total of $3.00 per $100 for a two-month period) In-Season Advance: 1% of the amount of the In-Season Advance amount The above fees shall be deducted from the Pre-Season and In-Season Advance amounts and Seller shall receive the net amount (i.e., the applicable Advance amount less applicable fees). Seller hereby authorizes TPG to pay to Buyer, rather than to Seller, the cash attributable to the Future Fees due to Seller, until Buyer has received an amount equal to the total purchased amount of Future Fees. 1. TAX PREPARATION SOFTWARE Section 1.1 Enrollment. Seller must be registered with the IRS as an ERO and have been issued an EFIN by the IRS. Seller acknowledges that it has enrolled with TPG under the same EFIN and has or will enter into a Financial Services Agreement (FSA) with TPG and its bank partner that sets forth the terms and conditions of Seller s participation in TPG s bank product program (the Program ). Pursuant to the Program, a taxpayer can choose to have tax preparation fees paid from their refund via refund processing services offered through TPG wherein TPG deducts the Future Fees from the refund upon IRS funding and deposits the Future Fees directly to the ERO s bank account. TPG will deduct the purchased amount of the Future Fees and deliver the purchased amount to Buyer until Buyer has received the total purchased amount of Future Fees then outstanding. Section 1.2 Liability. Buyer is not responsible and shall not be liable for any action taken by TPG that is not contemplated or authorized herein or in the agreement to be entered into between Seller and TPG, and Seller hereby agrees to hold Buyer harmless from all actions of TPG. 2. PRE-SEASON ADVANCE PROGRAM AND IN-SEASON ADVANCE PROGRAM DEFINED. Section 2.1 Pre-Season Advance Program. The Pre-Season Advance Program starts on December 1, 2017 and ends on the earlier of January 22, 2018 or the date on which the IRS starts accepting electronic tax returns. Section 2.2 In-Season Program. The In-Season Program starts on the date on which the IRS starts accepting electronic tax returns and ends on April 30, 2018. The In-Season Purchase Window starts on the first day of the In-Season and ends on February 20, 2018. 3. SALE OF PAYMENT RIGHTS. Seller represents and warrants that it is selling the Future Fees to Buyer in Seller s normal course of business and the purchase price paid by Buyer is good and valuable consideration for the sale. Seller is selling a portion of a future revenue stream to Buyer at a discount, not borrowing money from Buyer. There is no interest rate or payment schedule and no time period during which the purchased amount of Future Fees must be collected by Buyer. If Future Fees are remitted more slowly than Buyer may have anticipated or projected because Seller s business has slowed down, or if the full purchased amount is never remitted because Seller s business went bankrupt or otherwise ceased operations in the ordinary course of business, and Seller has not breached this Agreement, Seller would not owe anything to Buyer and would not be in breach of or default under this Agreement. Buyer is buying the purchased amount of Future Fees knowing the risks that Seller s business may slow down or fail, and Buyer assumes these risks based on Seller s representations, warranties and covenants in this Agreement, which are designed to give Buyer a reasonable and fair opportunity to receive the benefit of its bargain. By this Agreement, Seller transfers to Buyer full and complete ownership of the purchased amount of Future Fees and Seller retains no legal or equitable interest therein. 4. STATEMENTS AND CREDIT REPORTS. Seller acknowledges and agrees that in connection with the execution of this Agreement an investigative or consumer report may be made. Accordingly, Seller and each Guarantor authorizes Buyer and its agents and representatives and any credit reporting agency employed by Buyer to investigate any references given or any other statements of data obtained from or about Seller, any Guarantor or any of Seller s other principals for the purpose of this Agreement and to order, receive and review credit reports at any time during the term of this Agreement on Seller, Guarantor(s) and principals. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS. Seller and the Guarantor(s) hereby represent, warrant and covenant that, as of this date and until Buyer has received the purchased amount of Future Fees in full: Section 5.1 Seller s Conduct. Seller shall: (i) not take any action to reduce or discourage the use of electronic filing and/or direct deposit of tax refunds; (ii) not sell, dispose, convey or otherwise transfer its business or all or any substantial portion of its assets, in each case, without the express prior written consent of Buyer and the purchaser or assignee s assumption of all of Seller s obligations under this Agreement pursuant to documentation reasonably satisfactory to Buyer; (iii) not sell, dispose, convey or otherwise transfer any of its future tax return preparation receivables to any person other than Buyer; (iv) not grant any security interest or lien upon its accounts receivable or other assets; (v) not incur any debt, except trade payables and other debt incurred in the ordinary course of business, without the express prior written consent of Buyer; and (vi) not commit fraud. Section 5.2 Use of TPG. Seller represents and warrants that it has entered into an agreement with TPG to exclusively use TPG as its refund transfer processor ; that it will begin processing tax returns through TPG no later than February 1, 2018; and that it has previously enrolled with TPG for its refund transfer processing services. Seller acknowledges that Buyer has relied upon these representations and warranties as part of the underwriting criteria used by Buyer. Seller hereby authorizes Buyer to contact any other refund transfer processor and/or Seller s current and prior banks so that Buyer may obtain whatever information Buyer deems necessary to confirm that Seller is using TPG to process its refund transfers. Section 5.3 Business Information. The information (financial and other) provided by or on behalf of Seller to Buyer in connection with the execution of or pursuant to this Agreement is and shall be true and correct in all material respects. Seller shall furnish Buyer with such other information as Buyer may request from time to time. Section 5.4 Reliance on Information. Seller acknowledges that the information (financial and other) provided by Seller has been relied upon by Buyer in connection with its decision to purchase the Future Fees. Section 5.5 Governmental Approvals. Seller possesses and is in compliance with all permits, licenses, approvals, consents and other authorizations necessary to conduct its business. Seller is in compliance with any and all applicable federal, state and local laws and regulations. Seller possesses all requisite permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged. Section 5.6 Authorization. Seller, and the person(s) signing this Agreement on behalf of Seller, have full power and authority to enter into and perform the obligations under this Agreement, all of which have been duly authorized by all necessary and proper action. Section 5.7 Insurance. Seller shall maintain insurance in such amounts and against such risks as are consistent with past practice and shall show proof of such insurance promptly following request by Buyer. Section 5.8 Change of Name, Location, Etc. Seller will not conduct its businesses under any name other than as disclosed to TPG and to Buyer. In addition, Seller will not change any of its places of business, or change its legal name, entity type or state of formation, unless it has provided Buyer with not less than thirty (30) days prior Notice thereof and has provided Buyer with any documents, agreements and information reasonably requested by Buyer with respect thereto. Section 5.9 Conduct of Business. Seller shall continue to conduct its business consistent with past practice and shall comply with all of the terms and conditions of its FSA with TPG. Seller represents that it has not consulted with a bankruptcy attorney within six (6) months prior to the date of this Agreement, and that it has no present intention of closing its business or ceasing to operate its business, either permanently or temporarily, during the six (6) month period after the date of this Agreement. Section 5.10 Seller Not Indebted to Buyer. Seller agrees and acknowledges that it is not a debtor of Buyer as of the date of this Agreement. Section 5.11 Solvency. As of the date of this Agreement, Seller is solvent, and is not contemplating any bankruptcy or insolvency proceeding. Section 5.12 Buyer s Consent and Approval. Seller acknowledges and agrees that any consent or approval to be made by Buyer under this Agreement shall be in Buyer s sole and absolute discretion unless expressly provided otherwise. Section 5.13 Business Purpose. Seller agrees and acknowledges that this Agreement is a commercial transaction and that no portion of the purchase price will be used for consumer, personal, family or household purposes. 6. ADDITIONAL TERMS. 2

Section 6.1 Remedies. In the event of (a) any breach or default in the performance by Seller of any covenant or agreement contained in this Agreement or in any certificate, document and/or agreement delivered by or on behalf of Seller pursuant to this Agreement or any amendment to this Agreement (collectively, the Transaction Documents ), or (b) any breach or inaccuracy of any representation or warranty made by Seller in this Agreement or in any Transaction Document (any of the foregoing, a Breach ), Seller agrees that Buyer will be entitled to, among other things, damages equal to the amount of all Future Fees that have been purchased by Buyer, which Buyer has not yet received. Seller hereby agrees that Buyer may automatically debit such damages (or any portion thereof) from Seller s bank account via ACH, electronic check or wire transfer, and/or may notify TPG to remit to Buyer any and all amounts received by TPG to satisfy the full amount of the then outstanding balance of the purchased amount of Future Fees. Seller shall pay to Buyer all reasonable costs associated with the Breach and the enforcement of Buyer s remedies, including but not limited to court costs and attorney s fees. All rights, powers and remedies of Buyer in connection with this Agreement may be exercised at any time by Buyer after the occurrence of a Breach, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. Section 6.2 No Right to Repurchase. Seller acknowledges that it has no right to repurchase the purchased amount of Future Fees from Buyer. 7. MISCELLANEOUS Section 7.1 Modifications; Amendments. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless the same shall be in writing and signed by both parties. Section 7.2 Notices. Each party giving or making any notice, request, demand or other communication (each, a Notice ) pursuant to this Agreement shall give the Notice in writing and use one of the following methods of delivery: personal delivery, Registered or Certified Mail (in each case, return receipt requested and postage prepaid), or nationally recognized overnight courier (with all fees prepaid). Any Notice sent to Seller shall be sent to the address set forth on Page 1 of this Agreement or to another address as designated by Seller in a Notice pursuant to this Section. Any Notice sent to Buyer shall be sent to Green Dot Bank, 11085 N Torrey Pines Road #210, La Jolla California 92037, Attention: Legal, or to another address as designated by Buyer in a Notice pursuant to this Section. Any party changing its address after the execution and delivery of this Agreement shall provide Notice of the change of address to all other parties. For a change of address only, a party may provide Notice by email or facsimile, but such Notice is not effective unless receipt is acknowledged by the recipient. All Notices to a Guarantor shall be addressed to the Guarantor in care of the Seller unless such Guarantor has provided Notice to Buyer after the date of this Agreement directing that Notices to such Guarantor are to be delivered to a different address. Except for notice of the Maximum Amounts, which will be sent to Seller via e-mail, and as otherwise provided in this Agreement, a Notice is effective only if the party giving the Notice has complied with this Section 7.2. If the addressee rejects or otherwise refuses to accept the Notice, or if the Notice cannot be delivered because of a change in address for which no Notice was given, then such Notice shall be deemed to have been received upon the rejection, refusal or inability to deliver. Section 7.3 Waiver; Remedies. No failure on the part of Buyer to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. Seller and Guarantor(s) hereby waive any requirement of Notice prior to Buyer exercising any and all rights provided for in this Agreement except as expressly provided herein or applicable law. Section 7.4 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Seller, Guarantor(s), Buyer and their respective successors and assigns, except that neither Seller nor any Guarantor shall have the right to assign its rights hereunder or any interest herein or delegate its duties hereunder, without the prior written consent of Buyer, which consent may be withheld in the Buyer s sole discretion. Buyer may assign this Agreement or any of its rights hereunder, and may delegate its duties hereunder, without the consent of Seller, and in the event of such assignment, the assignee shall have the same rights, duties, remedies and obligations as if originally named herein in Buyer s place. In addition, Buyer may grant participations in this Agreement or in any of its rights hereunder provided that Seller shall continue to deal solely and directly with Buyer in connection with this Agreement and any payments due hereunder unless and until Seller has received written Notice otherwise. Section 7.5 Governing Law and Consent to Jurisdiction. (a) Unless otherwise expressly provided in any Transaction Document, each of the Transaction Documents, this Agreement, and all controversies, disputes and claims arising from or relating thereto, including all claims sounding in contract or tort, shall be governed by and construed in accordance with the laws of the State of California without reference to conflicts of law rules. The scope of the foregoing governing law provision is intended to be allencompassing and includes any and all controversies, claims and disputes that may be brought in any court or any mediation or arbitration proceeding and that relate to the subject matter of this Agreement or any Transaction Document, including contract claims, tort claims, breach of duty claims and all other common law and statutory claims. (b) With respect to this Agreement, any Transaction Document or any controversy, dispute or claim arising from or relating thereto, including all claims sounding in contract or tort, all judicial proceedings brought by Buyer against Seller or any Guarantor may, and all judicial proceedings brought by Seller or any Guarantor against Buyer that are not otherwise compelled to arbitration proceedings pursuant to Section 7.10 hereof shall be brought in any state court of competent jurisdiction in the State of California, or in any federal court of competent jurisdiction in the State of California, and, by execution and delivery of this Agreement, Seller and Guarantor(s) accept, for themselves and generally and unconditionally, the exclusive jurisdiction of the aforesaid courts and irrevocably agrees to be bound by any final, non-appealable judgment rendered thereby in connection with this Agreement, any Transaction Document or any controversy, dispute or claim arising from or relating thereto from which no appeal has been taken or is available. (c) Seller and Guarantor(s) hereby waive any claim that the action is brought in an inconvenient forum, that the venue of the action is improper, or that this Agreement or the transactions of which this Agreement is a part may not be enforced in or by any of the above-named courts. Seller and Guarantor(s) hereby waive any right to remove any action brought by Buyer against Seller or Guarantor(s) related to this Agreement from state court to federal court. Section 7.6 Indemnified Amounts. In the event of a Breach, Seller and Guarantor(s), jointly and severally, shall assume liability for and do hereby agree to indemnify, protect, save and keep harmless Buyer and its agents and servants, from and against any and all liabilities, claims, losses, obligations, damages, penalties, actions, and suits of whatsoever kind and nature imposed on, incurred by or asserted against Buyer or its agents and servants, in any way relating to or growing out of such Breach (collectively, Indemnified Amounts ), including, without limitation, the payment of all costs and expenses of every kind for the enforcement of Buyer s rights and remedies hereunder and/or the collection of amounts due to Buyer hereunder, including attorneys fees and costs in any trial court or appellate court proceeding, any administrative proceeding, any arbitration or mediation, or any negotiations or consultations in connection with any Breach. Such Indemnified Amounts shall bear interest at the highest rate of interest allowed by applicable law until paid. Section 7.7 Grant of Security Interest. Seller hereby grants to Buyer a security interest in Seller s accounts, chattel paper, general intangibles and instruments, excluding any of Seller's assets that are obligations owed by consumers to Seller. Seller hereby authorizes Buyer to file one or more Financing Statements evidencing this security interest and the sale of the purchased amount of Future Fees hereunder, and any Continuation Statement or Amendments thereof, and ratifies and affirms the filing of any Financing Statement filed by Buyer prior to the effectiveness hereof. The UCC Financing Statement may include a statement that Seller is prohibited from incurring any debt, transferring Future Fees to any other person or granting any security interest in its accounts receivable or other assets until Buyer has received all amounts due under this Agreement. Seller agrees that it shall, from time to time, promptly execute and deliver any and all instruments and documents, and take all future action, that may be deemed necessary or appropriate by the Buyer, or that Buyer may request, in order to perfect Buyer's security interest and/or to enable Buyer to exercise and enforce its rights and remedies hereunder. Buyer reserves the right to obtain reimbursement from Seller all costs associated with the filing of any UCC Financing Statements. Section 7.8 Survival of Representations. The representations, warranties and covenants contained in Sections 1.2, 6.1, 6.2, 7.3, 7.5, 7.9, 7.10, 7.11, 7.12 and 7.13 shall survive execution, delivery, and termination of this Agreement, and they shall be irrevocable and continue in full force and effect indefinitely. All other representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force and effect until Buyer has received the full purchased amount of Future Fees and all other amounts due under this Agreement and this Agreement shall have terminated. Section 7.9 Entire Agreement. This Agreement, together with any addenda or riders hereto and the notice of the Maximum Amounts, which will be sent to Seller via e-mail, contain the entire agreement and understanding between Seller and 3

Buyer and supersedes all prior agreements and understandings relating to the subject matter hereof unless otherwise specifically reaffirmed or restated herein. Section 7.10 Arbitration. If Buyer, Seller or any Guarantor requests, the other parties agree to arbitrate all disputes and claims arising out of or relating to this Agreement. If Buyer, Seller or any Guarantor seeks to have a dispute settled by arbitration, that party must first send to the other party, by certified mail, a written Notice of Intent to Arbitrate. If Buyer, Seller or any Guarantor do not reach an agreement to resolve the claim within 30 days after the Notice is received, Buyer, Seller or any Guarantor may commence an arbitration proceeding with the American Arbitration Association ( AAA ). Buyer will promptly reimburse Seller or the Guarantor any arbitration filing fee, however, in the event that both Seller and the Guarantor must pay filing fees, Buyer will only reimburse Seller s arbitration filing fee and, except as provided in the next sentence, Buyer will pay all administration and arbitrator fees. If the arbitrator finds that either the substance of the claim raised by Seller or the Guarantor or the relief sought by Seller or the Guarantor is improper or not warranted, as measured by the standards set forth in Federal Rule of Procedure 11(b), then Buyer will pay these fees only if required by the AAA Rules. If the arbitrator grants relief to Seller or the Guarantor that is equal to or greater than the value of what Seller or the Guarantor has requested in the arbitration, Buyer shall reimburse Seller or the Guarantor for that person s reasonable attorneys fees and expenses incurred for the arbitration. Seller and the Guarantor agree that, by entering into this Agreement, they are waiving the right to trial by jury. BUYER, SELLER AND ANY GUARANTOR MAY BRING CLAIMS AGAINST ANY OTHER PARTY ONLY IN THEIR INDIVIDUAL CAPACITY, and not as a plaintiff or class member in any purported class or representative proceeding. Further, Buyer, Seller and any Guarantor agree that the arbitrator may not consolidate proceedings for more than one person s claims, and may not otherwise preside over any form of a representative or class proceeding, and that if this specific provision is found unenforceable, then the entirety of this arbitration clause shall be null and void. SELLER AND ANY GUARANTOR MAY OPT OUT OF THIS CLAUSE. To opt out of this Arbitration Clause, Seller and/or Guarantor may send Buyer a notice that the Seller or Guarantor does not want this clause to apply to this Agreement. For any opt out to be effective, Seller and/or Guarantor must send an opt out notice to the following address by registered mail, within 14 days after the date of this Agreement: Green Dot Bank, 11085 N Torrey Pines Road #210, La Jolla California 92037, Attention: Legal. Section 7.11 WAIVER OF JURY TRIAL. SELLER, BUYER AND THE GUARANTOR(S) HEREBY WAIVE TRIAL BY JURY IN ANY COURT PRESIDING OVER ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING OUT OF OR IN CONNECTION WITH OR IN ANY WAY RELATED TO THE ENFORCEMENT HEREOF, UNLESS SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. SELLER, BUYER AND THE GUARANTOR(S) HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS. SELLER, BUYER AND THE GUARANTOR(S) HAVE BEEN GIVEN AMPLE TIME AND OPPORTUNITY TO SEEK ADVICE OF COUNSEL PRIOR TO THE EXECUTION OF THIS AGREEMENT. Section 7.12 Severability. In the event that any term, section, subsection, or portion of this Agreement is declared to be illegal or unenforceable, this Agreement shall, to the extent possible, be interpreted as if that provision was not a part of this Agreement; it being the intent of the parties that any illegal or unenforceable portion of this Agreement, to the extent possible, be severable from this Agreement as a whole. Section 7.13 Cell Phone, E-Mail and Electronic Transactions. Seller authorizes Buyer and Buyer s affiliates, agents and independent contractors to contact Seller at any telephone number Seller provides to Buyer or from which Seller places a call to Buyer, or any telephone number where Buyer believes it may reach Seller, using any means of communication, including but not limited to calls or text messages to mobile, cellular, wireless or similar devices or calls or text messages using an automated telephone dialing system and/or artificial voices or prerecorded messages, even if Seller incurs charges for receiving such communications. Buyer and Buyer s affiliates, agents and independent contractors, may use any other medium not prohibited by law including, but not limited to, mail, e-mail and facsimile, to contact Seller. Seller expressly consents to conduct business by electronic means. Section 7.14 Electronic Signatures. Seller agrees to use electronic records and electronic signatures to document this Agreement, at Buyer s option. Seller s electronic signatures on electronic records will have the same effect as signatures on paper documents. Buyer may designate one authoritative copy of this Agreement. If Buyer does so, the authoritative copy will be the electronic copy in a document management system Buyer designates for storing authoritative copies. Buyer may convert the authoritative copy to a paper original, designating as such. Section 7.15 Counterparts; Facsimile or other Electronic Delivery. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Executed signatures page or copies of this Agreement transmitted by facsimile, e-mail, or other means of electronic delivery shall be legally valid and binding upon the parties. 4

Personal Guaranty of Contractual Terms The undersigned Guarantor(s) hereby unconditionally guarantees to Buyer, Seller s good faith, truthfulness and performance of all of the representations, warranties, covenants made by Seller in this Agreement as each may be renewed, amended, extended or otherwise modified (the Guaranteed Obligations ). Buyer is buying the purchased amount of Future Fees knowing the risks that Seller s business may slow down or fail, and Buyer assumes these risks based on Seller s representations, warranties and covenants in this Agreement, which are designed to give Buyer a reasonable and fair opportunity to receive the benefit of its bargain. Guarantor s obligations are due at the time of a Breach under the Agreement. This Guaranty shall be the continuing, irrevocable, unconditional and joint and several obligation of the Guarantor(s), and the Guarantor(s) hereby waives demand of payment, notice of presentment, and any and all requirements of notice, defenses, offsets and counterclaims and any other act or omission of Buyer which changes the scope of the Guarantor(s) risk, and Guarantor(s) further agrees that Buyer may proceed directly against the Guarantor(s) without first proceeding against Seller. Guarantor(s) further guarantees the payment of and agrees to pay all Indemnified Amounts (as defined in Section 7.6 of this Agreement). Guarantor(s) specifically consents and agrees to be bound by the terms and conditions of this Agreement that are applicable to Guarantor(s), including Section 7.10 ARBITRATION and Section 7.11 WAIVER OF JURY TRIAL. Guarantor(s) acknowledge that the Maximum Amounts available to Seller, if any, will be determined after this Agreement is processed. However, in no event will the aggregate of all Maximum Amounts exceed $100,000 for the period ending on April 30, 2018. Acceptance By signing below, Seller and Guarantor(s): (1) certify that all information and documents submitted in connection with this Agreement is true, correct and complete; and (2) authorize Buyer, its affiliates, agents, partners, and lenders to receive credit reports and any other information regarding the applicant and its owners and principals from third parties, to verify any information provided on this Agreement. Seller and Guarantor(s) shall be obligated hereunder and shall be subject to all of the terms and conditions stated in this Agreement, including Section 7.10 ARBITRATION and Section 7.11 WAIVER OF JURY TRIAL. The person executing this Agreement on behalf of Seller warrants and represents that he/she is authorized to bind Seller to all of the terms and conditions set in this Agreement and that all of the information provided herein is true and accurate in all respects. Buyer s payment of the purchase price shall be deemed Buyer s acceptance of this Agreement, notwithstanding Buyer s failure to execute this Agreement. SELLER: GUARANTOR(S): Signature:X Signature: X Name: Title: Printed Name: Date: Date: Signature: X Printed Name: Date: 5