Debit Card Issuing Agreement, dated July 13, 2020, by and between Evolve Bank & Trust and Dave Inc

Exhibit 10.3

CERTAIN INFORMATION IN THIS DOCUMENT, MARKED BY [**], HAS BEEN EXCLUDED PURSUANT TO REGULATION S-K, ITEM 601(B)(10)(iv). SUCH EXCLUDED INFORMATION IS NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL.

DEBIT CARD ISSUING AGREEMENT

Cover Page

This Debit Card Issuing Agreement (“Agreement”) is entered into as of the 13th day of July, 2020 (“Effective Date”) by and between Evolve Bank & Trust, an Arkansas state bank, (“Bank”) and Dave Inc., a Delaware corporation (“Program Manager”). For purposes of this Agreement, Bank and Program Manager each will be referred to individually as a “Party” and together as the “Parties.”

Notices:

If to Bank: If to Program Manager:

Evolve Bank & Trust Dave Inc.

6070 Poplar Avenue, Suite 100 1265 S. Cochran Avenue

Memphis, Tennessee 38119 Los Angeles, California 90019

Attention: Legal Department Attention: Legal

IN WITNESS WHEREOF, this Agreement is executed by the Parties’ authorized officers or representatives and shall be effective as of the date below.

Bank: Evolve Bank & Trust Program Manager: Dave Inc.

By: /s/ Scot Lenoir By: /s/ Jason Wilk

Name: Scot Lenoir Name: __Jason Wilk_________________

Title: Chairman Title: __CEO_______________________

Date: 7/14/2020 / 10:05:19 CDT Date: ___7/13/2020_/ 5:49:41 CDT____

DEBIT CARD ISSUING AGREEMENT

WHEREAS, Bank is a depository institution, member FDIC;

WHEREAS, Bank is a member of certain Card Associations and is in the business of issuing Cards and establishing Settlement Accounts for the Settlement of Card transactions;

WHEREAS, Bank and Program Manager have entered into that certain Bank Services Agreement, dated as of the Effective Date hereof, in order for Program Manager to service deposit accounts established by Bank (the “Bank Services Agreement”);

WHEREAS, Bank desires that Program Manager provide services in support of the Program as further described in this Agreement; and

WHEREAS, Program Manager desires to provide such services in support of the Program on the terms and conditions set forth in this Agreement.

AGREEMENT

NOW, THEREFORE, in consideration of the foregoing and the terms, conditions and mutual covenants and agreements herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Bank and Program Manager mutually agree as follows:

“Account” has the same meaning as “Deposit Account,” as defined in the Bank Services Agreement.

“ACH” means the Automated Clearing House.

“Account Policies” means the Program Manager’s compliance policies and procedures, as submitted to and approved by Bank.

“Affiliate” means, with respect to a Party, a Person, whether a legal entity or an individual, who directly or indirectly controls, is controlled by or is under common control with the Party. For the purpose of this definition, the term “control” (including with correlative meanings, the terms controlling, controlled by and under common control with) means the power to direct the management or policies of such Person, directly or indirectly, through the ownership of twenty-five percent (25%) or more of a class of voting securities of such Person.

“Agent” means any third party service provider, processor, subcontractor or agent used by Program Manager in connection with the Program.

“Aggregated De-identified Data” has the meaning set forth in Section 16.

“Agreement” has the meaning set forth in the preamble hereto.

“Applicable Law” means applicable federal, state and local statutes, regulations, regulatory guidelines and judicial or administrative interpretations, as well as PCI-DSS and any rules or requirements established by the FDIC, the CFPB or the applicable Card Association, including, without limitation, the Truth in Lending Act and Regulation Z, the Equal Credit Opportunity Act and Regulation B, fair lending laws, the Servicemembers Civil Relief Act, the Fair Credit Reporting Act and laws on bank branching.

“Applicant” means a consumer who submits an Application or other request for an Account.

“Application” means the action or document by which a consumer requests and applies for an Account from Bank.

“Application Processing” means those services which are necessary to establish an Account in accordance with Applicable Law. Such services shall include but are not be limited to: application of the Account Policies to incoming Applications, Office of Foreign Assets Control screening, customer service described in Program Manager Card Services, collections, transaction authorization, statement preparation and issuance, regulatory compliance, security and fraud control, and activity reporting.

“Bank” has the meaning set forth in the preamble hereto.

“Bank Card Services” means any service other than Program Manager Card Services that Bank shall perform as set forth in Exhibit C.

“Bank Indemnified Parties” has the meaning set forth in Section 17(b).

“Bank Marks” has the meaning set forth in Section 21(a).

“BSA/AML/OFAC Procedures” has the meaning set forth in Section 11(a).

“Business Day” means any day, other than (a) a Saturday or Sunday, or (b) a day on which banking institutions in the State of Tennessee are authorized or obligated by law or executive order to be closed.

“Card” means any debit card or account access device or number issued by Bank under authority from one or more Card Associations that may be used to access funds in a Cardholder’s Account. For purposes of this Agreement, a Card does not include any credit card or product that accesses credit.

“Card Association” means Mastercard, VISA, Accel, Cirrus, Plus and/or any other electronic payment network association enabled on Cards issued pursuant to the Program that is capable of transmitting items and Settlement thereof.

“Card Program Materials” has the meaning set forth in Section 5.

“Cardholder Funds” means all Cardholder funds received by Bank for loading or reloading to a Card, including, without limitation, all funds held in the Account for the Cardholder.

“Cardholder” means an individual, residing in the U.S., at or over the age of 18, who applies for, receives and activates an Account with Bank under the Program, and/or any Person who is liable, jointly or severally, for amounts owing with respect to an Account.

“Cardholder Agreement” means the agreement between Bank and a Cardholder with terms and conditions that apply to the Cardholder’s Account and Card, including all disclosures required by Applicable Law.

“Cardholder Information” means all information, whether personally identifiable or in aggregate, that is submitted and/or obtained by Bank about an Account or an Application (whether or not completed), including, without limitation, financial standing and demographic data, Cardholder Data (as defined by PCI-DSS) and transaction data. Cardholder Information includes “Non Public Personal Information” and “Personally Identifiable Financial Information” (as defined in Sections 1016.3(p) and (q) respectively of the CFPB regulations on Privacy of Consumer Information published at 12 CFR Chapter X).

“CFPB” means the Consumer Financial Protection Bureau.

“Change in Control” means any of (a) the sale or transfer of all or substantially all the assets of a Party to a Person who is not an Affiliate of such Party; (b) as to Program Manager, (i) the acquisition by a Person or group of Persons of more than fifty percent (50%) of the voting securities or voting interests in Program Manager; (ii) the acquisition or accumulation by any Person or group of Persons of the power, direct or indirect, to elect a majority of a Program Manager’s board of directors or similar governing body or to direct or cause the direction of the management and policies of Program Manager, whether by contract or otherwise; or (iii) the merger or consolidation of Program Manager with or into another Person who is not an Affiliate of Program Manager, or the merger or consolidation of another Person who is not an Affiliate of Program Manager with or into Program Manager, in either case with the effect that, following such merger or consolidation, more than fifty percent (50%) of the voting power of all securities or interests of the surviving entity are not owned, directly or indirectly, by Persons who directly or indirectly owned fifty percent (50%) or more of the voting power of all securities or interests of Program Manager immediately prior to such transaction; and (c) as to Bank, any transfer of ownership or control, including the transfer or issuance of any voting securities of any type (whether debt or equity), that would constitute a change of control under the Change in Bank Control Act.

“Change of Ownership” means any transfer or other change in the equity ownership or voting control of a Party that does not constitute a Change in Control, including without limitation the issuance of debt or equity securities in a non-controlling amount and type to new investors.

“Chargeback” means a transaction using the Account that is subsequently reversed pursuant to Card Association rules.

“Claim Notice” has the meaning set forth in Section 17(d).

“Compliance Audit” has the meaning set forth in Section 26(b).

“Confidential Information” means the Program Documents, any information that is disclosed by the Disclosing Party to the Restricted Party or any information of the Disclosing Party to which the Restricted Party obtains access in connection with the Program and that relates to the Disclosing Party’s business or the Parties’ business relationships, including proprietary information or non-public information of the Disclosing Party, such as the Disclosing Party’s proprietary marketing plans and objectives, that the Disclosing Party discloses to the Restricted Party or to which the Restricted Party obtains access in connection with the negotiation or performance of this Agreement.

“Cure Period” has the meaning set forth in Section 19(b)(i).

“Disclosing Party” has the meaning set forth in Section 21(a).

“Dispute” has the meaning set forth in Section 35(c)(i).

“Effective Date” has the meaning set forth in the preamble hereto.

“FDIC” means the Federal Deposit Insurance Corporation.

“Force Majeure Event” has the meaning set forth in Section 44.

“Indemnifiable Claim” has the meaning set forth in Section 17(c).

“Indemnified Parties” has the meaning set forth in Section 17(c).

“Indemnifying Party” has the meaning set forth in Section 17(c).

“Initial Term” has the meaning set forth in Section 19(a).

“Insolvent” means the failure to pay debts in the ordinary course of business, the inability to pay its debts as they come due or the condition whereby the sum of an entity’s debts is greater than the sum of its assets.

“Intellectual Property” means (a) inventions, improvements, patents (including all reissues, continuations, continuations-in-part, revisions, extensions, and reexaminations thereof) and patent applications, (b) trademarks, service marks, trade names and trade dress, together with the goodwill associated therewith, (c) works of authorship and copyrights, including copyrights in computer software, databases and television programming and all rights related thereto, (d) confidential and proprietary information, including trade secrets and know how, (e) process, methods, procedures and materials, (f) data, databases and information, (g) software, tools and machine-readable texts and files, (h) literary work or other work of authorship,

including documentation, reports, drawings, charts, graphics and other written documentation, together with all copyrights and moral rights, (i) all other proprietary rights, and (j) all registrations and applications for registration and other intellectual property rights in or appurtenant to the foregoing items described in clauses (a) through (i) above.

“Losses” has the meaning set forth in Section 17(a).

“Marketing Activities” means all advertising media of any kind or nature, in whole or in part, including without limitation, catalogs, email solicitation messages, published advertising (such as newspaper and magazine advertisements), SMS text messaging, Internet media, blogs, tweet posts, banner ads, RSS feeds, telemarketing scripts, television or radio advertisements, frequently asked questions, promoting, advertising and/or marketing the Program.

“Marketing Materials” means categories of marketing messages intended to generate Applications for the origination of Accounts from a targeted population delivered through various Marketing Activities. Marketing Materials include, but are not limited to, pre-approved marketing, “take one” marketing, and introductory rate marketing.

“ODFI” has the meaning set forth in Section 8(e).

“Offer Period” has the meaning set forth in Section 32.

“Offeror” has the meaning set forth in Section 32.

“Party” and “Parties” has the meaning set forth in the preamble hereto.

“PCI Compliant” means compliant with PCI-DSS to ensure the proper handling and protection of payment accounts and transaction information which is stored, processed or transmitted. For this purpose, the term “PCI Compliant” includes but is not limited to Program Manager’s obligation to have an annual on-site PCI Data Security Assessment completed by a Qualified Security Assessor (QSA) and a Report on Compliance that must be signed by the QSA and sent securely to a Card Association.

“PCI-DSS” means the Payment Card Industry Data Security Standards administered by the PCI Standards Council that are in effect as of the Effective Date of this Agreement and as they may be amended from time to time.

“PCI Requirements” has the meaning set forth in Section 15(c).

“Person” means any legal person, including any individual, corporation, limited liability company, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, governmental entity, or other entity of similar nature.

“Principal” means any Person directly or indirectly owning ten percent (10%) or more of Program Manager, and any executive officer or director of Program Manager.

“Processing Services” means the processing of a transaction in accordance with Applicable Law and the rules of Card Associations and any Regulatory Authority.

“Program” means a system of services approved by Bank, including the consumer debit or prepaid card program to be offered by Bank to Cardholders pursuant to the terms of this Agreement, initially as described in Exhibit A of the Bank Services Agreement, which is incorporated herein and may be amended from time to time by written agreement. This Agreement contemplates that Program Manager may be permitted by Bank to offer multiple Programs hereunder, each subject to the terms hereof and the prior written approval of Bank.

“Program Documents” means this Agreement, all Exhibits and addenda attached hereto and any other documents related to the Program and referenced herein and agreed to between Program Manager and Bank in accordance with the terms hereof, as may be amended from time to time.

“Program Manager” has the meaning set forth in the preamble hereto.

“Program Manager Card Services” means all services to be performed by the Program Manager as set forth in Exhibit D.

“Program Manager Financial Requirement” has the meaning set forth in Section 13(b)(viii).

“Program Manager Indemnified Parties” has the meaning set forth in Section 17(a).

“Program Manager Marks” has the meaning set forth in Section 21(b).

“Program Manager Reserve Account” has the meaning set forth in Section 29.

“Program Manager Revenue Account” has the meaning set forth in Section 30.

“Qualifying Change” has the meaning set forth in Section 3(c).

“RDFI” has the meaning set forth in Section 8(e).

“Records” means any Cardholder Agreements, Applications, change-of-terms notices, Account files, credit bureau reports, copies of adverse action notices, transaction data, records, or other documentation (including computer tapes, magnetic or electronic files, and information in any other format) related to the Accounts and the Program.

“Regulatory Authority” means any federal, state or local regulatory agency or other governmental agency or authority having jurisdiction over a Party and, in the case of Bank, shall include, but not be limited to, the CFPB and FDIC.

“Regulatory Communication” has the meaning set forth in Section 12(b).

“Renewal Term” has the meaning set forth in Section 19(a).

“Reserve Balance” has the meaning set forth in Section 29(a).

“Restricted Party” has the meaning set forth in Section 20(c).

“SAR” has the meaning set forth in Section 10.

“Settlement” means the movement of funds between Bank, other financial institutions and the Card Associations to settle all transactions initiated by use of any Card or Account by or on behalf of a Cardholder, including purchases, merchant charges, withdrawals, and any other transactions.

“Settlement Amount” means the amount of funds identified by the Card Association for Settlement of transaction initiated by use or in connection with the Account for the related calendar day.

“Settlement Account” means the account maintained and controlled by Bank that is used for Settlement of the Settlement Amount.

“Substantive Change” means a change to the Marketing Activities, the categories of the Marketing Materials, or any items required by (a) Applicable Law, or (b) requirements previously identified by Bank in good faith as necessary due to safety and soundness or reputational concerns.

“Successor Bank” has the meaning set forth in Section 19(d)(v).

“Term” has the meaning set forth in Section 19(a).

“Termination Fee” has the meaning set forth in Section 19(d)(iii).

“TPA” has the meaning set forth in Section 7(a).

“Wind Down Period” has the meaning set forth in Section 19(d)(v).

3. Marketing Materials; Card Production. Program Manager shall promote and market the Program, the Accounts and the Cards using any form of Marketing Materials and Marketing Activities determined to be appropriate by Program Manager, subject to Bank’s prior approval as set forth herein. Bank agrees that Program Manager may refer to Bank and the Program in Marketing Materials upon the condition that the form of any references to Bank and/or the Program in any such Marketing Material is approved by Bank. All Marketing Materials must receive the prior written approval of Bank, in accordance with the procedures set forth in this Section 3. Bank shall conduct its initial review and shall accept or reject such forms of Marketing Materials and/or Marketing Activities provided by Program Manager within five (5) business days of Program Manager submitting such Marketing Materials and/or Marketing Activities to Bank at [**] for review; any such forms of Marketing Materials and/or Marketing Activities not rejected, conditionally accepted with Bank’s comments, or accepted within five (5) business days shall be deemed approved. (“Initial Review Process”). Should Bank conditionally accept with comments or otherwise request revisions to any forms of Marketing Materials and/or Marketing Activities during Bank’s Initial Review Process and Program Manager resubmits revised Marketing Materials and/or Marketing Activities to Bank at [**], Bank shall accept or reject with specific comments such revised Marketing Materials and/or Marketing Activities within five (5) business days of such resubmission; any such forms of Marketing Materials and/or Marketing Activities not specifically rejected or accepted within five (5) business days shall be deemed approved (“Resubmit Review Process”). Should Bank conditionally accept with comments or otherwise request further revisions after the Resubmit Review Process and Program Manager resubmits revised Marketing Materials and/or Marketing Activities to Bank at [**], Bank shall accept or reject with specific comments such revised Marketing Materials and/or Marketing Activities within two (2) business days of such resubmission; any such forms of Marketing Materials and/or Marketing Activities not specifically rejected or accepted within two (2) business days shall be deemed approved (“Final Review Process”).

4. Issuance of Accounts and Cards.

5. Program Materials and Account Policies. Program Manager shall be responsible for the development, production and distribution of all documents, terms and procedures necessary and proper to administer the Program (the “Card Program Materials”). Card Program Materials shall comply in all material respects with applicable Card Association rules and all Applicable Law. Prior to the formal launch of the Program, Bank shall provide Program Manager with an Account Policies, which Program Manager shall comply with in marketing, servicing, approving and managing Accounts. The Account Policies is considered a Card Program material. For the avoidance of doubt, Program Manager shall be responsible for all liability associated with Cardholder Accounts, including fraud and Chargeback liability, even if such Cardholder Account was approved in compliance with the Account Policies. Within ten (10) Business Days of the Effective Date, Program Manager shall provide a form Cardholder Agreement, form Application, and its Privacy Policy, all of which are considered Card Program Materials to be used in connection with the Program, to Bank for its approval. The Parties acknowledge that each Cardholder Agreement and all other documents referring to the issuer of Cards for the Program shall identify Bank as the issuer. The Cardholder Agreement shall further provide, as appropriate, that it is governed by Tennessee1 and federal law. Program Manager may not offer any collections products or accept fees for collections services using credit cards. Any changes to the Card Program Materials described above must be approved in advance by Bank.

6. Changes to Marketing Materials or Card Program Materials.

7. Account Origination, Application Processing, Servicing.

8. Card Services, Transaction Processing, Settlement.

(a) Program Manager will be responsible and liable for all Program Manager Card Services for the Program, and Bank will be responsible for all Bank Card Services for the Program. Each Program Manager and Bank shall be responsible for ensuring that all of its respective activities are consistent with Applicable Law. Bank shall be responsible for providing actual Settlement with the Card Association in accordance with Card Association rules.

(e) Any ACH “origination” services provided to by Bank are governed by and limited to the services set forth in the Bank Services Agreement. Bank will act as Receiving Depository Financial Institution (“RDFI”) for receipt of all Cardholder Funds. Bank’s duties and obligations related to ACH services under this Agreement are limited solely to the duties and obligations set forth operating rules and guidelines of the National Automated Clearing House Association. Program Manager agrees to perform all services relative to Bank’s RDFI functions in accordance with all Applicable Law. Program Manager shall be financially responsible for all Cardholder Funds transmitted with or by approved third-party agents or service providers, and Program Manager’s contracts with any load networks shall reflect appropriate controls and indemnification regarding such activity, except to the extent of any loss of Cardholder Funds results from Bank’s gross negligence, willful misconduct, or acts or omissions other than in accordance with this Agreement. Notwithstanding anything to the contrary in this Agreement, Bank shall not be responsible under any circumstance other than its negligent or intentional acts or omissions for misdirected Cardholder Funds through any load network of the Program or for any misdirected Cardholder Funds in connection with services offered by a third-party service provider of Program Manager. Examples of Bank-approved entities for the purpose of transmitting Cardholder Funds under this Agreement are approved correspondent banks, the Federal Reserve or approved Program Manager load networks (examples include, but are not limited to, Western Union and Money Gram).

(a) Each Party will comply with all Applicable Law, including all rules, orders and decrees of any Regulatory Authority with jurisdiction over Bank (even if such Regulatory Authority does not have or would not have authority over Program Manager), and Card Association rules that relate to the Parties’ performance of their respective duties and obligations pursuant to this Agreement. Without limiting the foregoing, Program Manager shall develop, implement and maintain an anti-money laundering and OFAC compliance program compliant with Applicable law and approved by Bank (the “BSA/AML/OFAC Procedures”) and shall be liable for any failure of its BSA/AML/OFAC Procedures in connection with the Program. Program Manager shall ensure that each of its and its Critical Service Providers’ employees shall receive at least annual compliance training on all Applicable Law, including anti-money laundering compliance training, and Card Association and Program requirements and procedures, to be acknowledged by each, beginning within one hundred eighty (180) days of the Effective Date.

12. Notice of Actions; Regulatory Communications.

13. Representations, Warranties and Covenants.

(a) Bank hereby represents, warrants and covenants to Program Manager that:

(b) Program Manager hereby represents, warrants and covenants to Bank that:

(c) The representations and warranties of the Parties contained in Sections 13(a) and 13(b), except those representations and warranties contained in Sections 13(a)(iv), 13(b)(vi), are made continuously throughout the Term of this Agreement. In the event that any investigation or proceeding of the nature described in Section 13(a)(iv) or 13(b)(vi) is instituted or threatened against Program Manager or Bank, Program Manager or Bank shall promptly notify the other Party of the pending or threatened investigation or proceeding, unless otherwise prohibited by Applicable Law or a Regulatory Authority.

14. Other Relationships with Cardholders.

15. Data Security.

16. Cardholder Information. Program Manager acknowledges and agrees that “Non Public Personal Information” and “Personally Identifiable Financial Information” (as defined in Sections 1016.3(p) and (q) respectively of the Consumer Financial Protection Bureau rules on Privacy of Consumer Information published at 12 CFR Chapter X) about Bank’s customers and Cardholders (but excluding transaction data to the extent such information is not Non Public Personal Information and Personally Identifiable Financial Information) shall be considered as confidential and proprietary information of Bank, and shall not be disclosed to or shared with any third party without prior written consent of Bank or the Cardholder, except as necessary or useful for Program Manager to exercise its rights or perform its obligations hereunder and in compliance with Section 20 (Confidentiality). Bank hereby grants Program Manager a non-exclusive, transferrable, worldwide right and license to use Cardholder Information to exercise its rights and perform its obligations under this Agreement. Except as provided in, and subject to the limitations stated herein, Program Manager will not compile, use, sell or otherwise distribute any lists of Bank’s customers/Cardholders nor use the names, account numbers or any other Non Public Personal Information and Personally Identifiable Financial Information about customers or Cardholders to compile, use, sell or distribute lists or data for use by Program Manager, its Agents, subsidiaries or affiliates, or by any third parties without the prior written consent of Bank, which may not unreasonably withheld or delayed. Each Party will instruct its relevant employees, agents and contractors as to the confidentiality of the Non Public Personal Information and Personally Identifiable Financial Information and will not disclose any such Non Public Personal Information or Personally Identifiable Financial Information to any third party or entity, except as necessary or useful to exercise its rights or perform its obligations hereunder and in compliance with Section 20 (Confidentiality). Each Party also agrees that any dissemination of the aforementioned confidential Non Public Information or Personally Identifiable Financial Information within its own business entity and to agents and contractors shall be restricted to “a need to know basis” for the purpose of performance hereunder. Subject to Section 19(d)(v)-(vi), all obligations under this Section 16 and undertakings relating to Non Public Personal Information and Personally Identifiable Financial Information shall survive the expiration or termination of this Agreement for whatever reason.

All Aggregated De-identified Data will be owned by Program Manager, and Bank acknowledges that Program Manager may use, store, analyze and disclose the Aggregated De-identified Data (i) for its own internal, statistical and trend analysis, (ii) to develop and improve its products and services, and (iii) to create and distribute data, reports and other materials regarding access and use of the Program. For clarity, nothing in this Section 16 gives Program Manager the right to publicly identify Bank as the source of any Aggregated De-identified Data without Bank's prior written approval. “Aggregated De-identified Data” means Cardholder Information aggregated by Program Manager with other data such that the resulting data does not contain any information identifiable or attributable to Bank or any natural person.

Bank acknowledges that Program Manager owns all Card-related transaction data that does not constitute Cardholder Data (as defined by PCI-DSS), including both information that is: (i) provided or made available by Program Manager under this Agreement, or (ii) generated through the Program which is derived from such data. For clarity, nothing will affect either Party’s rights with respect to information or data already in such Party’s possession or control or developed or collected by such Party outside the scope of this Agreement.

17. Indemnification.

18. Limitation of Liability.

19. Term and Termination.

(b) Termination For Cause.

(i) Except as otherwise provided in this Agreement, if either Party materially breaches a material term of this Agreement, the non-breaching Party may terminate this Agreement by giving notice, as provided in Section 38 (Notice), to the breaching Party. This notice will: (1) describe the material breach; and (2) state the Party’s intention to terminate this Agreement. If the breaching Party does not cure or substantially cure its material breach within fifteen (15) Business Days (or a shorter period if required by Applicable Law) after receipt of notice as described in this Section 19 (the “Cure Period”), then the non-breaching Party may immediately terminate this Agreement by giving notice at any time following the end of such Cure Period; provided, however, that if such breach by Program Manager is not capable of being cured or substantially cured within such fifteen (15) Business Day period, then the time period for curing or substantially curing such breach may be extended by Bank in its sole discretion so long as Program Manager continues to diligently pursue such cure using commercially reasonable

efforts. Neither Party will be held in breach for failure to perform under this Agreement if such failure is due to compliance with Applicable Law.

(ii) Either Party may terminate this Agreement on the effective date of any change in the legal or regulatory requirements applicable to the Program, or in the Card Association rules applicable to the Program, that: (1) has a substantial negative impact on the financial burdens or rewards of the terminating Party with respect to the Program, which the non-terminating Party is unwilling or unable to accommodate; or (2) would render performance of a material obligation of the terminating Party hereunder a violation of the Card Association rules, or illegal or otherwise subject to legal challenge, unless performance of such material obligation is waived by the non-terminating Party. The terminating Party will notify the other Party of such change within ten (10) Business Days of becoming aware of such change.

(iii) Either Party may terminate this Agreement upon written notice to the other Party if the other Party becomes Insolvent or bankrupt or becomes subject to a receivership proceeding.

(iv) Either Party may terminate this Agreement upon fifteen (15) Business Days’ advance written notice to the other Party of such intent to terminate if, at any time during the Term of this Agreement, the other party is conducting activities that the terminating Party reasonably determines are materially harmful to relationships with its federal or state supervisory or law enforcement agencies; provided that the terminating Party promptly notifies the other Party of such activity, provides evidence of such activity, and the other Party does not cure such activity to the terminating Party’s sole and reasonable satisfaction within fifteen (15) Business Days of notification to the terminating Party.

(v) Either Party may terminate this Agreement as permitted by Sections 27 (Agreement Subject to Applicable Laws) or 43 (Force Majeure).

(vi) Either Party may terminate this Agreement in the event of an act of fraud or willful misconduct of the other Party.

(vii) Bank may immediately suspend any services under this Agreement in the event of: (1) any failure by Program Manager to remain PCI Compliant as provided in this Agreement, to the extent applicable; or (2) any failure by Program Manager to remit to Bank the Settlement Amount or maintain account balances in accordance with Sections 29 (Program Manager Reserve Account) or 30 (Program Manager Revenue Account) of this Agreement, subject to applicable cure periods.

(viii) Bank may terminate this Agreement without liability if Program Manager materially breaches this Agreement on three (3) or more separate occasions within twelve (12) consecutive months.

(ix) Either Party may terminate this Agreement: (1) if the other Party materially violates Applicable Law in connection with its performance of its obligations under this Agreement; (2) upon direction from any Regulatory Authority or Card Association to cease or materially limit performance of the rights or obligations under this Agreement or the inability to obtain any required regulatory approvals; or (3) in the event any financial statement, representation, warranty, statement or certificate furnished to it by the other Party in connection with or arising out of this Agreement is adverse to the terminating Party and is untrue, misleading or omits material information, as of the date made or delivered.

(c) Reserved.

(d) This Agreement will terminate upon the termination of the Bank Services Agreement.

(e) Effect of Termination.

(i) The termination of this Agreement shall not terminate, affect, or impair any rights, obligations or liabilities of any Party that accrue prior to termination or with respect to the Program occurring or arising prior to termination, or which, under this Agreement, continue after termination.

(ii) Subject to Section 20(c), following termination or expiration of this Agreement, each Party will: (1) return all property belonging to the other Party which is in its possession or control at the time of termination or expiration; and (2) discontinue using the other Party’s trademarks.

(iii) If Program Manager terminates this Agreement for any reason other than insolvency, it will be responsible for maintaining cash funding at Bank equivalent to thirty (30) days of expected payments to Bank and the Card Association, including Chargebacks and losses.

(iv) In the event of termination pursuant to Section 19 (Term and Termination), Bank may cease issuing Cards to and establishing Accounts for Cardholders or Applicants under this Agreement, subject to the terms set forth in this Section 19(e)(iv). Upon the expiration or termination of this Agreement pursuant to this Section 19 (Term and Termination) and provided Program Manager is not in default of any provision of this Agreement, Program Manager shall have the right to cause Bank to transfer all of its right, title and interest in and to all of the Accounts held by Bank under the Program to a successor sponsor bank (“Successor Bank”) to assume all of Bank’s obligations under this Agreement, subject to satisfactory and good faith negotiation of the terms of an assumption agreement by and between Successor Bank and Bank. Upon agreement on the terms of such assumption agreement Bank will allow such assumption and will execute any documents necessary to effect the assumption. If this Agreement is terminated pursuant to Section 19(a) or if Program Manager terminates this Agreement pursuant to Section 19(b), for a period of up to one hundred eighty (180) days from the date of the end of the Initial Term or such Renewal Term (“Wind Down Period”), Bank shall continue to sponsor the Program on the terms set forth in this Agreement and will cooperate with and provide necessary services to Program Manager to facilitate the orderly transfer of the Accounts to such Successor Bank. Each Party acknowledges that the main goals of the Wind Down Period are (in order or priority) (i) to benefit the Cardholders by minimizing any possible

burdens or confusion and (ii) to protect and enhance the names and reputations of the Parties, both of whom have invested their names and reputations in the Programs, the Programs and Cards issued hereunder. Subject to the terms herein and provided Program Manager is not in default of any provision of this Agreement (or has otherwise cured any default of this Agreement), upon the expiration or termination of this Agreement for any reason, the Parties agree to cooperate in good faith to wind down or transition each Program in a commercially reasonable way as soon as reasonably possible to provide for a smooth and orderly transition or wind-down, unless otherwise prohibited by Applicable Law or any Regulatory Authority. Such cooperation will include continued acceptance of Cards presented for payment until the conclusion of the Wind Down Period or successful transfer of Accounts to Successor Bank. Notwithstanding anything to the contrary, Bank is excused from providing transition services contemplated herein if it determines after reasonable investigation that the continuing operation of the Program or the provisioning of transition services or any services incidental thereof would violate Applicable Law, Card Association rules or any guidance provided by its Regulatory Authority. Program Manager shall be responsible for all costs, including reasonable attorneys’ fees, associated with any transition contemplated herein, unless the Agreement is terminated by Program Manager for cause pursuant to Section 19(b)(i), (vi).

(v) As soon as reasonably practicable after expiration of this Agreement or receipt of delivery of a termination notice with respect to this Agreement or one or more Programs and subject to Section 19(e)(iv), Program Manager shall provide to Bank in writing a proposed transition or wind-down plan, detailing (i) whether the affected Program(s) are to be wound down or transferred to a Successor Bank; and (ii) a proposed timeline, which shall designate a date as of which the affected Programs shall be wound down or transferred from Bank to a Successor Bank. Bank and Program Manager shall meet promptly thereafter to review such proposed plan and to determine a mutually acceptable transition or wind-down plan. The wind-down or transition of any affected Program(s) shall occur as soon as reasonably possible and in no event later than one hundred eighty (180) days after expiration or termination of this Agreement; provided, however, that such time period may extended by mutual written agreement of the Parties.

(vi) Provisions of this Agreement that, by their nature, should survive termination of this Agreement shall survive termination (including, but not limited to, Sections 1 (Definitions), 10 (Fraud and Risk Management), 11 (Applicable Law), 13 (Representations, Warranties and Covenants), 14 (Other Relationships with Cardholders), 16 (Cardholder Information), 17 (Indemnification), 18 (Limitation of Liability), 19 (Term and Termination) , 20 (Confidentiality), 21 (Proprietary Materials), 33 (Relationship of Parties), 34 (Governing Law; Waiver of Jury Trial; Dispute Resolution and Arbitration), 35 (Severability), 36 (Assignment), 37 (Third Party Beneficiaries), 38 (Notices), 39 (Amendment and Waiver), 40 (Entire Agreement), 41 (Conflicts), 42 (Counterparts), 43 (Interpretation) and 45 (Headings)).

20. Confidentiality.

(c) Upon written request or upon the termination or expiration of this Agreement, each Party shall return to the other Party or destroy all Confidential Information of the other Party in its possession or control that is in written form, including by way of example, but not limited to, reports, plans, and manuals, and delete any digitally or optically stored versions of Confidential Information of the other Party; provided, however, that each Party may maintain in its possession all such Confidential Information required to be maintained under Applicable Law or internal archival or document retention policies relating to the retention of records for the period of time required thereunder, subject to the confidentiality obligations set forth in this Agreement.

21. Proprietary Materials.

22. Expenses.

23. Subcontractors.

(a) Each Party shall allow the other to audit and/or inspect its books and records relating to the Program during regular business hours and upon reasonable prior notice. Each Party, upon reasonable prior notice from the other Party, agrees to submit to an audit and/or inspection of its books, records, accounts, personnel, and facilities relevant to the Program, from time to time, during regular business hours upon reasonable prior notice. Except as otherwise set forth in this Agreement, all expenses of the audit or inspection shall be borne by the Party conducting the audit or inspection. Program Manager shall store all Records related to the Accounts, and the Program and shall make such Records available during any audit or inspection by Bank or its designee for such period as required by Applicable Law. Without limiting any other provision of this Agreement, reasonable audit expenses specifically related to the Card Association in connection with the Program or Program Manager’s compliance with Applicable Law shall be borne by Program Manager.

(b) Notwithstanding anything to the contrary, within one hundred eighty (180) days of the Effective Date, Program Manager will submit to and complete a compliance audit of its operations to ensure compliance with consumer, privacy, cybersecurity and financial requirements and shall submit to and complete a financial reporting audit (collectively, “Compliance Audit”). The Compliance Audit shall be conducted by third party auditor mutually agreed to by Program Manager and Bank, and shall be conducted in compliance with all Applicable Laws, including, any laws applicable to the Program, the Program Manager Services or this Agreement, including, but not limited to, Sarbanes-Oxley Act. Program Manager shall furnish within a reasonable time copies of SSAE-16 reports upon request from third party auditor in connection with the Compliance Audit. Program Manager shall be responsible for all expenses related to Compliance Audit.

(c) During the Term of this Agreement, Program Manager will provide Bank with unaudited quarterly financial statements within forty-five (45) days following the end of each calendar quarter, which shall include, at a minimum, a balance sheet, income statement and cash flow statement, debt covenant calculations (if applicable), amount of any guaranteed loans and current loss rates on guaranteed loans (if applicable) in such detail reasonably acceptable to Bank and certified by Program Manager’s Treasurer or Chief Financial Officer, and audited annual financial statements within one hundred eighty (180) days after the end of Program Manager’s fiscal year, which shall include, at a minimum, a balance sheet, income statement, and cash flow statement, debt covenant calculations (if applicable), amount of any guaranteed loans and current loss rates on guaranteed loans (if applicable) and notes to financial statements in such detail customary for such financial statements and prepared by an independent certified public accountant in accordance with generally accepted accounting principles consistently applied.

(d) At least annually, Program Manager will have a certified independent public accounting firm or another independent third party reasonably acceptable to Bank: (i)(a) conduct a review or assessment and provide a full attestation, review or report under SSAE 16 (Statement on Standards for Attestation Engagements No. 16) SOC (Service Organization Control) 1 Type II or SOC 2 Type II; (b) a replacement for one of the foregoing approved by Bank; or (c) other third party reviews and reports reasonably acceptable to Bank, in each case, of all key systems and operational controls used in connection with any Confidential Information or Depositor Information; and (ii) conduct and provide a full report of an independent network and application penetration test. Each of these attestations, reviews, reports and tests will be for a scope approved by Bank in its reasonable discretion. Program Manager will provide all findings from these attestations, reviews and tests to Bank upon receipt from the third party. Program Manager will (x) implement all material recommendations set forth in such attestations, reviews, reports and any other reasonable recommendations made by Bank

arising out of Bank’s analysis of such reviews and (y) upon Bank’s request, provide Bank with the status of the implementation. If Program Manager fails to conduct the required reviews and assessments and provide the required reports set forth in clauses (i) and (ii) above, as determined by Bank, Bank may perform its own reviews and assessments, and Program Manager will promptly reimburse Program Manager for all reasonable costs associated with its efforts.

Program Manager must furnish Bank with certificates of insurance as evidence of the above insurance requirements prior to commencement of operations under the Agreement. Such certificates shall verify that Bank is named as additional insured and the waiver of subrogation in favor of Bank under the Commercial General Liability policy as required herein, and that in the event of a cancellation or material change in coverage, Bank would be given thirty (30) days prior written notice. In the event Program Manager receives notice of cancellation for any of the required policies, Program Manager shall use commercially reasonable efforts to provide at least thirty (30) days prior notice of such event to Bank, unless the required coverage is immediately replaced by similar coverage in scope and limits. Failure of Program Manager to provide or of Bank to request a certificate of insurance shall not waive Program Manager’s obligation under this Agreement to maintain the insurance required herein. In the event Program Manager fails to maintain the insurance set forth herein Bank shall have the right to terminate this Agreement immediately upon written notice.

EXHIBIT A

PROGRAM DESCRIPTION

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EXHIBIT B

PROGRAM FEES

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EXHIBIT C

BANK CARD SERVICES

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EXHIBIT D

PROGRAM MANAGER CARD SERVICES

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