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PASSPORT ACCOUNT AGREEMENT

Effective Date: June 10, 2024

This Passport Account Agreement (together with the applicable Rate Sheet, this "Agreement") governs the use of the accounts (each, a "Passport Account" or "Account") made available to you by a federally insured depository institution ("Bank") and Priority Technology Holdings, Inc. (together with its subsidiaries, "Priority"), as a technology service provider of banking related services. Money transmission services are provided by Priority, directly or through its subsidiary Finxera, Inc. (NMLS #1168701) or its authorized affiliates and contractors.

As used in this Agreement, the words "we", "our", and "us" refer to Bank and Priority and our respective successors, affiliates, or assignees; and the words "you", and "your" refer to the entity that owns the Passport Account (the "Account Owner") and anyone else with the authority to deposit, withdraw, or exercise control over the funds in the Passport Account.

"Passport Account" refers to any account, now or in the future, opened through Passport, a proprietary technology platform owned by Priority which enables Priority's customers to set up one or more accounts to collect, store, and send money; in addition to other functionalities.

YOU UNDERSTAND THAT BY OPENING A PASSPORT ACCOUNT, YOU AUTHORIZE BANK TO ACCEPT ALL INSTRUCTIONS PROVIDED TO BANK BY PRIORITY ON YOUR BEHALF.

THIS AGREEMENT CONTAINS AN ARBITRATION AGREEMENT. YOU SHOULD READ THE ARBITRATION AGREEMENT CAREFULLY. IF YOU OWN A CONSUMER ACCOUNT, YOU MAY REJECT THE ARBITRATION AGREEMENT. IF YOU OWN A CONSUMER ACCOUNT AND DO NOT REJECT THE ARBITRATION AGREEMENT, IT WILL HAVE A SUBSTANTIAL IMPACT ON THE WAY LEGAL DISPUTES BETWEEN YOU AND US ARE RESOLVED.

1. CONSENT TO USE ELECTRONIC SIGNATURES, COMMUNICATIONS AND STATEMENTS

1.1. Your Consent to Electronic Communications and Electronic Signatures

To the fullest extent permitted by law, this Agreement, any application, privacy policies, account statements, notices, legal and rate disclosures for your Passport Account, including, but not limited to, those made pursuant to the Electronic Fund Transfer Act/Regulation E or the Truth in Savings Act/Regulation DD, updates and changes to this Agreement, end-of-year tax forms, other service agreements, and other communications (collectively, "Communications") from us to you regarding your Passport Account and related services provided by us may be provided to you electronically.

1.2. Methods of Providing Communications

Unless otherwise required by applicable law, or Priority otherwise agrees, Priority may provide Communications to you by:

  • (a) posting them on the Passport Website;
  • (b) notifying you through your statements;
  • (c) sending a text message to the mobile phone number listed in your Account profile;
  • (d) sending an email to the email address in our record; or
  • (e) delivering them in another electronic format.

1.3. Electronic Signatures

Priority may execute Communications electronically. If Priority requests, you will execute Communications electronically. You also agree that Communications you or Priority sign electronically will have the same legal effect as a signed physical document.

1.4. Hardware and Software Requirements

In order to access, view, sign and retain electronic Communications that Priority provides to you, you must have:

  • An up-to-date device (e.g., computer, tablet, or mobile phone) which has internet access;
  • A current, compatible web browser;
  • A valid email account;
  • An operating system capable of receiving, accessing and displaying Communications in electronic form;
  • If you wish to store or print any Communications, a device capable of storing and printing Communications.

1.5-1.10. Additional Terms

The complete agreement includes terms regarding accessibility, withdrawing consent, requesting paper copies, updating contact information, U.S. federal law compliance, and statements. For the full text of these sections, please contact us at the information below.

2. ACCOUNT BASICS

2.1. Eligibility

The Commercial Accounts are available to legal entities with an Employer Identification Number and individuals who are at least 18 years old (or older if residing in a state where the majority age is older), have a Social Security Number or Individual Taxpayer Identification Number and have a street address in the U.S., the U.S. Territories, or U.S. Jurisdictions.

All deposits and withdrawals must be in U.S. dollars only. You must agree to accept electronic, rather than paper, statements as provided in Section 1 above.

2.2. Joint Accounts

For Consumer Accounts, the Account can be a "Joint Account," which is owned by two or more people (up to four people per account). Each Account Owner has access to the Joint Account and may take any action or initiate any transaction.

2.3. Authorized Signers

Commercial Accounts may have "Authorized Signers," who are persons with authority to act on your behalf.

2.4. Important information about procedures for opening a new Passport Account

To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account.

3. FUNDING AND WITHDRAWING FROM YOUR ACCOUNT

You may fund your Passport Account through ACH transfers, wire transfers, or other methods we make available. Withdrawals may be made through the same methods, subject to applicable limits and verification requirements.

We may limit the amount of funds that may be deposited or withdrawn from your Account at any time, and may change these limits from time to time without notice.

4. GENERAL FUNDS AVAILABILITY

The availability of funds depends on the type of deposit and when it was made. In some cases, funds may not be available for immediate withdrawal. We will notify you of any holds placed on deposited funds.

For detailed information about our funds availability policy, please refer to the Rate Sheet or contact customer service.

5. ELECTRONIC FUNDS TRANSFER DISCLOSURES

This section applies to electronic fund transfers to or from your Account. Electronic fund transfers include, but are not limited to, ACH transfers, wire transfers, and transfers initiated through the Passport Website or Mobile App.

Your Liability

Tell us AT ONCE if you believe your access credentials have been lost or stolen, or if you believe that an electronic fund transfer has been made without your permission. The best way to keep your possible losses down is to contact us immediately.

Error Resolution

Contact us as soon as possible if you think your statement or receipt is wrong or if you need more information about a transfer listed on the statement or receipt. We must hear from you no later than 60 days after we sent the FIRST statement on which the problem or error appeared.

6. GENERAL RULES GOVERNING THE ACCOUNT

6.1. Account Fees

Fees applicable to your Account are set forth in the Rate Sheet provided to you when you open your Account.

6.2. Account Closure

We may close your Account at any time, with or without cause, by giving you notice. You may also close your Account at any time by contacting us.

6.3-6.11. Additional Terms

The complete agreement includes terms regarding transaction limits, disputes, amendments, applicable law, waiver, severability, assignment, privacy, and customer service contact information.

Contact Us

For questions about this Agreement or your Passport Account, please contact:

Priority Technology Holdings, Inc.

Email: support@anymoney.io

Phone: +1 (304) 907 0060

NMLS #: 1168701 (Finxera, Inc.)

1 Bank refers to the federally insured depository institution partnering with Priority to provide Passport Account services. The specific bank may change from time to time.

This Passport Account Agreement is effective as of June 10, 2024. Please retain this document for your records.

Document ID: PAA-061024v1