INDEPENDENT SALES ORGANIZATION AGREEMENT — CapTap LLC

This Independent Sales Organization Agreement (the "Agreement") is entered into between CapTap LLC (the "Company"), and the undersigned Independent Sales Organization ("ISO") as of the date set forth below.

1. Program Description

CapTap LLC has developed a program (the "Program") for providing funding solutions to merchants ("Merchants"), which may include: (i) merchant cash advances, by purchasing at a discount the future business receipts of such Merchants ("Receipts"), including but not limited to, credit card, debit card, bank card and/or other charge card receipts; (ii) commercial purpose business loans; and (iii) revolving lines of credit and other credit facilities (each a "Credit Product", and collectively the "Credit Products"). Funding or credit extended to a Merchant by the Company or a Funding Partner is to be memorialized in an agreement or credit documentation between the Company, a Funding Partner (as defined below), or an Affiliate (as defined below) and such Merchant in a form acceptable to the Company (a "Merchant Agreement", which term shall include any Business Loan Agreement, Credit Offer, or Line of Credit Agreement issued in connection with the Program). During the term of this Agreement, ISO, acting as an independent contractor, may assist the Company and its Affiliates by marketing and promoting the Program and its Credit Products to interested Merchants, and assisting such Merchants with the completion and submission of applications for acceptance into the Program, in a form acceptable to the Company.

Only the Company, directly or through its Affiliates or Funding Partners, is authorized to accept, ratify, or finalize any Merchant Agreement and accept a Merchant into the Program. The Company may, at its sole and absolute discretion, decline to accept any Merchant in the Program for any reason whatsoever. ISO shall not hold out that it has any right to accept or decline a Merchant's application, nor will it represent to any Merchant or third party that it has the right to: (a) accept a Merchant into the Program; (b) negotiate or accept a Merchant Agreement; (c) modify a Merchant Agreement in any way; or (d) bind the Company, its Affiliates, or any Funding Partner legally or otherwise. No Merchant Agreement will be legally or otherwise binding on the Company or its Affiliate until accepted in writing by a duly authorized officer of the Company or its Affiliate. Company may establish rules, requirements, guidelines or other conditions ("Program Rules") for participation in the Program, which may be detailed in one or more separate documents.

2. ISO Identification

In the course of carrying out its obligations hereunder, ISO will clearly identify itself with its own name, while also clearly disclosing to all third parties that it is authorized by the Company to promote the Program. ISO shall not represent itself as an employee, officer, or owner of the Company, any Affiliate, or any Funding Partner.

3. Funding Partners and White Label Arrangements

The Company may, from time to time, originate and fund Merchant Agreements through third-party lenders or capital providers with which the Company has a white label or co-funding arrangement ("Funding Partners"). The Company reserves the right to add, remove, or substitute Funding Partners at its sole discretion without notice to ISO, provided such change does not adversely affect the Compensation owed to ISO for previously funded transactions.

ISO acknowledges and agrees to the following with respect to Funding Partner transactions:

a. Merchant Agreements may be executed under a Funding Partner's name, branded documentation, or co-branded paper, and this shall in no way diminish or alter ISO's rights to Compensation under this Agreement.

b. The Company remains ISO's sole and exclusive point of contact for all matters related to Compensation, deal status, underwriting decisions, and any disputes — regardless of which Funding Partner ultimately funds a given Merchant Agreement. ISO shall not attempt to contact any Funding Partner directly regarding any transaction, merchant, or compensation matter.

c. The Clawback, Non-Interference, Misconduct, and all other provisions of this Agreement apply with equal force to Merchant Agreements funded through a Funding Partner.

d. The Company's inability to recover compensation from a Funding Partner for any reason shall not relieve the Company of its obligation to pay ISO Compensation for properly originated transactions that were funded.

4. ISO Parties

ISO agrees that its actions and the actions of its shareholders, Affiliates (as defined below), directors, officers, employees, independent contractors, representatives, agents, principals, successors, assigns and associates (each an "ISO Party") under or in connection with this Agreement will be governed, controlled, and directed by, and will be in full compliance with, the terms of this Agreement. ISO further agrees that the actions of an ISO Party will at all times, and in respect of all parties and third parties, be construed as an action taken by ISO subject to the terms hereof, except that no provision shall be construed as granting a personal guarantee or assuming personal liability from any shareholder, director, officer or employee with respect to the actions of any ISO Party. ISO will ensure that each ISO Party abides by the obligations of ISO under this Agreement and is adequately trained to perform hereunder and conform to all provisions hereof.

As used herein, an "Affiliate" of a specified person means a person who directly or indirectly through one or more intermediaries controls or is controlled by or is under common control with the person specified.

5. Compensation

In consideration for the services rendered by ISO hereunder, the Company agrees to pay ISO in accordance with the Compensation Schedule annexed hereto ("Compensation"). ISO acknowledges and agrees that the Company may, at its sole discretion, amend the terms of the Program, including, without limitation, the pricing thereof and the amounts of Compensation payable hereunder without prior notice to or consent from ISO. Notwithstanding, in the event of any conflict or inconsistency between the Compensation Schedule and this Agreement, the terms of this Agreement shall govern and control.

Compensation shall be paid to ISO for each Merchant referred to the Company by ISO, only if: (a) the Merchant and the Company (or a Funding Partner on the Company's behalf) enter into a Merchant Agreement as a direct result of the referral by ISO, and Company provides funding to such Merchant pursuant to the Merchant Agreement; and (b) the Company provides additional funding in any subsequent transaction regardless of any direct involvement of the ISO, any renewal period, or whether the ISO is considered active by the Company. ISO will be solely responsible for any and all expenses incurred by ISO in performance of its services hereunder including, but not limited to, expenses related to any ISO Party.

Payment Timing. Compensation shall be due within ten (10) calendar days following the (i) advance of funds to Merchant; and (ii) for commercial loan and line of credit products.

6. Return of ISO Compensation — Clawback

Upon the occurrence of a Clawback Event, ISO shall immediately repay any and all Compensation received in respect of a referred Merchant. The applicable Clawback Event definition and lookback period shall depend on the Credit Product type as set forth below.

(A) Merchant Cash Advance Products. A "Clawback Event" for MCA transactions means any of the following occurring within thirty (30) calendar days of the Funding Date:

a. Any two (2) of the first five (5) scheduled debits from the account designated by a Merchant pursuant to the Merchant Agreement are returned or rejected for any reason;

b. The Merchant defaults under the Merchant Agreement;

c. The Merchant becomes insolvent, or applies for bankruptcy or other relief from creditors; or

d. On three (3) or more occasions, a scheduled debit of the Merchant's designated account is returned or rejected for any reason.

(B) Loan and Line of Credit Products. A "Clawback Event" for commercial loan and line of credit transactions means any of the following occurring within sixty (60) calendar days of the Funding Date:

a. The Merchant defaults under the applicable Business Loan Agreement, Credit Offer, or Line of Credit Agreement;

b. The Merchant becomes insolvent or applies for bankruptcy or other relief from creditors;

c. The Merchant is found to have submitted fraudulent, fabricated, or materially misrepresented data in connection with its Credit Application; or

In all cases, if the Company pays Compensation by means of electronic funds transfer (such as ACH settlements), ISO agrees that the Company, immediately after notifying ISO of the Clawback Event, may collect the clawed-back amount by way of electronic funds transfer directly from the account used to receive Compensation, or deduct it from future Compensation owed to ISO until paid in full.

7. Marketing and Promotional Materials

Marketing and promotional materials used by ISO to promote the Program must be in a form acceptable to the Company and subject to revision and/or amendment from time to time. The Company's marks, including its name and logo (the "Marks") may be used by ISO only in conjunction with marketing and promotional material approved by the Company. ISO acknowledges and agrees that: (a) the Marks are owned by the Company; (b) ISO will do nothing inconsistent with such ownership; (c) all use of the Marks by ISO will inure to the benefit of and be on behalf of the Company; (d) nothing in this grant gives ISO any right, title or interest in the Marks; and (e) ISO agrees to use the Marks only in the form and manner prescribed from time to time by the Company, and not to use any other trademark or service mark in combination with any of the Marks without the prior written consent of the Company.

ISO agrees, at its own expense, to defend, indemnify, and hold the Company harmless from and against any and all claims, suits, actions, proceedings, judgments, damages, liabilities, costs and expenses including reasonable attorneys' fees arising from the use of the Marks by ISO, any ISO Party, or any third party authorized by ISO. Upon termination of this Agreement, any permission or right to use the Marks granted hereunder will immediately cease. ISO shall not have any right to use, display, or distribute materials bearing the Marks, or the name or marks of any Funding Partner, that have not been supplied or approved in advance in writing by the Company.

8. ISO Misconduct and Non-Interference

During the course of a Merchant's application process and for so long as a Merchant's obligations to the Company (or Funding Partner) under a Merchant Agreement remain outstanding, ISO shall not do, or permit any ISO Party to do, any of the following:

a. Distort, alter, or change any Merchant application, statements, or supporting documentation provided to the Company (or encourage a Merchant to do the same);

b. Refer a Merchant to a third party, other than the Company, with which Merchant enters into an agreement for the sale of Receipts or any other form of financing;

c. Cause or attempt to cause any Merchant to terminate its relationship with the Company or any Funding Partner;

d. Cause or solicit a Merchant to change its bank account or terminate or alter its credit card processing to another bank or processor without the prior written consent of the Company;

e. Contact any Funding Partner directly regarding any Merchant, transaction, or compensation matter without the prior written consent of the Company; or

f. Otherwise interfere, in any manner whatsoever, either directly or indirectly, with the Company's or any Funding Partner's contractual relationship with any Merchant, or knowingly cause or attempt to cause a Merchant to breach its obligations under an existing Merchant Agreement.

Upon the occurrence of any of the events specified above ("ISO Misconduct"), the parties agree that such ISO Misconduct will amount to tortious interference with the Company's business. ISO agrees to repay to the Company all Compensation received with respect to each Merchant that is the subject of ISO Misconduct (the "Liquidated Damages Amount"). The parties acknowledge that actual damages from such breach are difficult to estimate. The Liquidated Damages Amount is intended to compensate the Company and not to serve as punishment. The Company also reserves the right to seek immediate injunctive relief. The Company may collect the Liquidated Damages Amount via electronic funds transfer from the account used to pay Compensation to ISO, or by deducting it from future Compensation owed.

9. ISO Representations, Warranties, and Covenants

ISO represents, warrants, and covenants to and for the benefit of the Company, as of the date hereof and throughout the term of this Agreement, that:

a. ISO is duly organized, validly existing, and in good standing under the laws of the State where it is organized;

b. ISO is properly licensed and qualified to transact business in all jurisdictions where it conducts activities contemplated by this Agreement;

c. ISO has full authority and corporate power to enter into this Agreement and to perform its obligations hereunder;

d. ISO's performance under this Agreement does not and will not violate any applicable law, regulation, or agreement to which ISO is or may be bound;

e. This Agreement represents a valid obligation of ISO and is fully enforceable against it;

f. Neither ISO nor any ISO Party is a party to any pending litigation that would impact the Program or this Agreement, and neither has ever been fined or penalized by VISA, MasterCard, NACHA, or any other association in the credit, payments, financial, or banking industry, or fined or investigated by any state or federal regulatory authority, or charged with any financial crime; and

g. Neither ISO nor any ISO Party is named on the Member Alert to Control High-Risk Sellers list of MasterCard, or any other similar list.

10. Causes for Breach and Default

A breach of this Agreement shall occur if:

a. ISO sells, purchases, provides or exchanges credit card, debit card, or bank account numbers, Merchant information, or any information collected or received hereunder, to any third party without the prior written consent of the Company;

b. ISO acts in such a way as to cause any direct or indirect damage to the business or name of the Company, any Affiliate, or any Funding Partner;

c. ISO fails to materially comply with any policies and guidelines established by the Company for marketing and promoting the Program;

d. ISO fails to accurately describe the Program to Merchants;

e. ISO makes claims to Merchants about the Company's or any Funding Partner's fees, rates, costs, terms, benefits, or pricing unless ISO has a reasonable basis to substantiate that such claims are true;

f. During the course of a Merchant's application process and for so long as a Merchant's obligations under a Merchant Agreement remain outstanding, ISO fails to promptly notify the Company of any adverse and/or negative information of material importance relating to such Merchant that ISO learns in the course of its business;

g. ISO refers a Merchant to the Company when ISO knows the Merchant is misrepresenting information on an application and/or during the underwriting process; or

h. Either ISO or any ISO Party collects fees or compensation of any kind directly from a prospective or approved Merchant for assistance in obtaining an application or approval to the Program.

11. Term and Termination

The term of this Agreement shall begin on the date appearing on the first page hereof and will continue for an initial term of one (1) year. After the initial term, this Agreement shall automatically renew for successive one-year terms. Either party may terminate this Agreement at any time and for any reason upon written notice provided to the other party in the manner described in this Agreement. This Agreement may also be terminated immediately by the Company upon breach by ISO of any of its obligations herein, or if, as determined by the Company in its sole discretion, ISO or any ISO Party is causing a detrimental or negative effect on the Program, the Company's business, or any of the Company's Affiliates or Funding Partners.

The Company will have the absolute right to assign this Agreement to any of its Affiliates or Funding Partners, which assignment will in no way constitute a termination. No termination of this Agreement will affect: (a) any Merchant Agreement in effect as of the date of termination; (b) any rights of the Company with respect to any Merchant or the Company's ability to enter into additional transactions with any Merchant, provided that ISO is paid Compensation for each subsequent transaction with the Merchant; (c) any Compensation payment that ISO is owed; or (d) any right of the Company with regard to the collection of fees owed, or ISO's liabilities.

Notwithstanding anything to the contrary herein, if the Company elects to terminate this Agreement for any reason, whether for cause or for convenience, ISO shall not be entitled to Compensation for any Renewal Transactions that occur after the effective date of termination, unless otherwise agreed in writing by the Company.

ISO will fully cooperate with the Company throughout the remaining term of each Merchant Agreement between the Company (or Funding Partner) and any Merchant referred by ISO prior to the termination of this Agreement. All provisions intended by their context to survive termination of this Agreement will do so.

The Company may also terminate this Agreement immediately upon written notice if, in the Company's sole determination, the rate at which ISO's referred Merchants default on their Merchant Agreements, or the ratio of ISO's submitted applications to funded transactions, is inconsistent with the Company's standards or those of any applicable Funding Partner. Following any termination pursuant to this paragraph, the Company shall have no obligation to pay ISO any Compensation, whether or not accrued, with respect to Merchants whose defaults or submission patterns contributed to the basis for termination.

12. Non-Solicitation

The parties agree that throughout the term of this Agreement, neither ISO nor any ISO Party shall directly or indirectly solicit to hire any of the current officers, employees, or agents of the Company, any Affiliate, or any Funding Partner, to work or provide services for any third party or to contract directly with ISO or any ISO Party.

ISO and each ISO Party agree, during the term of this Agreement, not to solicit for itself or any third party any Merchant previously referred to and accepted by the Company in its Program, for any product or service that is similar to that provided by the Company. The Company agrees not to solicit Merchants introduced by ISO unless the resulting transaction will result in Compensation to the ISO.

13. Funded Customer Marketing Restriction

With respect to any Merchant that has been funded under a line of credit or commercial loan Credit Product through the Program (a "Funded LOC Merchant"), ISO and each ISO Party agree that, for a period of six (6) months following the initial funding date of such Merchant's credit facility, ISO shall not market, solicit, or facilitate any additional financing product or service to that Funded LOC Merchant unless such product offers demonstrably better terms than the Merchant's existing credit facility, including a lower effective cost of capital, longer repayment period, or greater credit availability.

This restriction arises from the Company's obligations to its Funding Partners in connection with the line of credit program and is intended to be passed through to ISO as a condition of participation in that program. For the avoidance of doubt, this Section does not restrict ISO from continuing to market MCA products to a Funded LOC Merchant, unless the applicable Funding Partner's guidelines expressly prohibit such activity, in which case the Company will notify ISO in writing.

A violation of this Section by ISO or any ISO Party shall constitute ISO Misconduct under Section 9 of this Agreement and shall subject ISO to the Liquidated Damages and remedies set forth therein.

14. Indemnification

ISO shall indemnify and hold harmless the Company, its Affiliates, its Funding Partners, and their respective members, directors, officers, employees, and agents from and against any and all third-party liabilities, claims, losses, and damages (including reasonable attorney fees, expert witness fees, expenses and costs of settlement) arising out of or with respect to this Agreement, to the extent that the claim, liability, loss, or damage is caused by, relates to, or arises out of: (i) the breach by ISO of any of its duties, obligations, representations, or warranties under this Agreement; or (ii) the negligence of ISO pursuant to this Agreement, including but not limited to ISO's misrepresentation of the Program.

15. Setoff

In addition to any right of setoff described above, ISO agrees that the Company may deduct from any funds that it may hold or owe to ISO, and may apply such funds to reduce the balance of any amounts due to the Company from ISO under this Agreement or any other agreement between the parties.

16. Remedies

Without limiting the foregoing, in the event of a breach of this Agreement by ISO or any ISO Party, the Company shall be entitled to apply to a court of competent jurisdiction for an injunction to restrain such breach, without the need for bond, and the Company shall have no obligation to make any future compensation or payment to ISO that might otherwise originate after such breach, if ISO does not cure the breach within ten (10) calendar days after notice thereof. Any remedies hereunder shall be in addition to any other remedies available to the Company in law or in equity.

17. Assignment; Successors; Amendments

ISO may not assign any right or obligation under this Agreement to any third party without prior written consent of the Company, including an assignment by virtue of a sale of ISO's business. The Company may assign its rights and obligations hereunder, including to any Funding Partner, with notice to ISO. This Agreement shall inure to the successors and permitted assigns of the parties hereto.

This Agreement may be amended by a written agreement executed by both parties; provided, however, that the Company may amend this Agreement, any Program Rules, and the Compensation Schedule by a separate writing delivered to ISO (which may be delivered electronically). ISO's submission of a Merchant application to the Company on or after delivery of any amendment shall constitute ISO's acceptance of, and agreement to, such amendment.

18. Confidential Information

"Confidential Information" means all proprietary, secret, or confidential information or data relating to either party or their Affiliates or Funding Partners, including their respective operations, employees, products or services, clients, customers, or potential customers. Confidential Information includes customer lists, card member account numbers, pricing information, computer access codes, instruction and/or procedural manuals, the identities of Funding Partners, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent that it: (a) is already known to the receiving party free of any restriction at the time it is obtained; (b) is subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) becomes publicly available through no wrongful act of the receiving party; (d) is independently developed by the receiving party without reference to any Confidential Information of the other; or (e) is required to be disclosed by law.

Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation and performance of this Agreement. All such Confidential Information shall remain the sole property of the disclosing party. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information, and may disclose it only to employees and agents who require such knowledge to perform services under this Agreement. The duty of confidentiality created by this section shall survive any termination of this Agreement.

19. Notices

Unless otherwise specified herein, any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered personally or sent by internationally recognized overnight courier, registered or certified mail (postage prepaid with return receipt requested), or by email with confirmation of receipt, to the addresses of the parties set forth on the signature page of this Agreement. Such notices shall be deemed received: (a) on the date delivered, if delivered personally; (b) on the business day after being sent by an internationally recognized overnight air courier; (c) five (5) days after being sent, if sent by first-class registered or certified mail, return receipt requested; or (d) on the date sent, if sent by email with confirmed delivery.

20. Governing Law, Jurisdiction, and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to any applicable principles of conflicts of law.

Before either party commences any litigation arising under or relating to this Agreement, the parties shall make reasonable good-faith efforts to resolve the dispute informally, including through a conference between authorized representatives of each party who have the authority to resolve the matter. Neither party shall initiate litigation until at least ten (10) business days have elapsed from the date of a written notice identifying the dispute and requesting informal resolution. This pre-litigation requirement shall not apply to: (a) any request for emergency injunctive or other equitable relief; or (b) any action to enforce an undisputed and overdue payment obligation.

Any suit, action, or proceeding arising hereunder, or the interpretation, performance, or breach of this Agreement, shall, if the Company so elects, be instituted in any court sitting in New York (the "Acceptable Forums"). ISO agrees that the Acceptable Forums are convenient to it, submits to the jurisdiction of the Acceptable Forums, and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, ISO waives any right to oppose any motion or application made by the Company to transfer such proceeding to an Acceptable Forum.

The parties agree that disputes arising under this Agreement involve complex commercial matters not suitable for resolution by a jury, and accordingly each party waives any right to a jury trial and covenants to elect a bench trial in the event any proceeding relating to this Agreement is brought before a court.

Should any suit or proceeding be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees on any appeal, from the non-prevailing party.

21. Entire Agreement

This Agreement embodies the entire agreement and understanding between ISO and the Company and supersedes all other prior agreements and understandings relating to the subject matter hereof. ISO and the Company may enter into further and additional written agreements to amend or supplement this Agreement, and the terms of such further agreements shall be deemed part of this Agreement; provided, however, that this Agreement may not be modified, amended, supplemented, or otherwise altered except by a writing signed by both parties (subject to the Company's unilateral amendment rights set forth in Section 17).

22. Relationship of Parties

ISO is an independent contractor hereunder and the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship, or franchise between ISO and the Company. The Company intends no contract of employment, express or implied, with either ISO or any ISO Party; and neither ISO nor any ISO Party will make any representations to the contrary. ISO agrees that it will be solely responsible for the purchase and maintenance of employment or workers' compensation insurance coverage and all taxes related to its employees, and that the Company will have no responsibility for any such liabilities.

23. Non-Exclusivity

This Agreement does not grant ISO any exclusive right or privileges to provide services of the type described in this Agreement. The Company may contract with third parties for services comparable to those described in this Agreement, and the Company may itself perform such services. Nothing in this Agreement is intended to limit the rights of the Company with respect to any Merchant. The Company reserves the right to market the Program directly at any time to any Merchant, and shall be entitled to accept applications directly from any Merchant; provided that Compensation is paid to ISO for any transaction originated directly from a Merchant introduced by ISO.

24. Limitation of Liability

The Company shall not be liable hereunder to ISO or any third party for any liquidated, indirect, consequential, exemplary, or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of this Agreement even if the party at fault has been advised of the possibility of such damages. ISO's aggregate liability will be limited to the sum of all amounts paid as Compensation by the Company during the term of this Agreement.

25. Severability

If any provision hereof is for any reason determined to be invalid, such provision shall be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed, and such invalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

26. Interpretation

All parties hereto have had the opportunity to review this Agreement with an attorney of their own choosing and have relied only on their own counsel's guidance and advice. No construction determinations shall be made against either party hereto as drafter.

27. Electronic / Facsimile Acceptance

This Agreement may be executed in any number of counterparts and by different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. Execution and delivery of this Agreement by electronic means, including by email transmission of a PDF or by digital signature, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Digital or electronic signatures of the parties shall be deemed to be their original signatures for all purposes.

28. Data Security and Merchant Information Protection

ISO shall implement and maintain reasonable written information security procedures and practices to protect all Merchant data and Customer Information collected or received in connection with this Agreement. Such procedures shall be designed to: (a) ensure the security, integrity, and confidentiality of Customer Information; (b) protect against any anticipated threats or hazards to the security or integrity of Customer Information; and (c) protect against unauthorized access to or use of Customer Information that could result in harm to any Merchant or ISO Party.

ISO shall restrict access to Customer Information solely to those personnel who require such access to perform their obligations under this Agreement, and shall ensure that each such person has unique credentials. ISO shall not permit any individual to access Customer Information if ISO has reasonable grounds to believe that such individual has a criminal conviction (other than misdemeanor traffic offenses) or may otherwise present a threat to the security of Customer Information. ISO shall perform, or cause to be performed, appropriate criminal background checks or equivalent due diligence on any individual granted access to Customer Information.

ISO shall immediately notify the Company of any actual or suspected unauthorized access to, disclosure of, or misappropriation of Customer Information or Merchant data. ISO shall, at its own expense, cooperate fully with the Company and, if applicable, law enforcement authorities in investigating and resolving any such incident, including any required notifications to affected Merchants or regulatory authorities.

ISO represents and warrants that it maintains, and will maintain throughout the term of this Agreement, a privacy and consent collection policy that complies with all applicable federal, state, and local laws governing data privacy, security, and consumer protection, including without limitation the Gramm-Leach-Bliley Act, the Federal Trade Commission Act, and any applicable state privacy statutes. ISO shall ensure that all necessary consents are obtained from Merchants prior to submitting their information to the Company or any Funding Partner.

29. Misdirected Funds

ISO acknowledges that all funds related to Merchant Agreements and Credit Products — whether paid by or owed to Merchants — are under the sole control of the Company or the applicable Funding Partner. In the event that any such funds are inadvertently sent to or received by ISO or any ISO Party for any reason, ISO shall be deemed to hold such funds in trust for the benefit of the Company and shall immediately notify the Company and remit such funds in full. ISO shall not commingle any such funds with its own assets and shall maintain clear records of any such receipt. ISO's obligation to remit misdirected funds shall survive termination of this Agreement.

30. Professional Service Fee

The Company acknowledges ISO's application of a Professional Service Fee ("PSF") to Merchants, which may range from 0.0% to 3.0% of the Funded Amount. ISO is solely responsible for the disclosure of any PSF to the Merchant in accordance with applicable law, and the Company assumes no liability for any disputes arising from such fees.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

CapTap LLC	Independent Sales Organization (ISO)
By: ________________________________ Name: _____________________________ Title: _____________________________ Date: ______________________________ Address: Street: ____________________________ City, State, ZIP: __________________ Email: _____________________________	Company Name: ______________________ By: ________________________________ Name: _____________________________ Title: _____________________________ EIN: _______________________________ Address: Street: ____________________________ City, State, ZIP: __________________ Email: _____________________________

EXHIBIT A — COMPENSATION SCHEDULE

Defined Terms

When used in this Compensation Schedule, the following terms have the meanings set forth below:

"Buy Rate" is the lowest Factor Rate the Company will permit for a proposed Merchant Agreement.

"Compensation Base Rate" means the amount by which the Sell Rate exceeds the Buy Rate.

"Factor Rate" is the ratio of the Purchased Amount to the Funded Amount.

"Funded Amount" means the agreed-upon purchase price paid by the Company (or Funding Partner) to a Merchant for delivery of the Merchant's future business receipts.

"Funding Date" means the date on which the Funded Amount is advanced to a Merchant.

"Purchased Amount" means the total amount of Receipts purchased by the Company under a Merchant Agreement.

"Sell Rate" is the Factor Rate determined from the purchase terms of the Merchant Agreement entered into between the Merchant and the Company or Funding Partner.

Setting the Buy Rate

After the Company receives a Merchant application from ISO, and if the Company determines to accept the Merchant's application, the Company will notify ISO in writing (which may be sent electronically) of the Buy Rate applicable to the Merchant for a proposed Merchant Agreement, together with any other conditions or stipulations, including a limit on the Sell Rate that ISO may establish with the Merchant (a "Rate Cap"). The Buy Rate may vary based on the Funded Amount and the applicable Funding Partner's credit criteria.

Calculating the Sell Rate

The Sell Rate is calculated by the Company based on the final terms of the Merchant Agreement. ISO's Compensation is derived from the spread between the Sell Rate and the Buy Rate (the Compensation Base Rate).

Payment of ISO Compensation

For each original Merchant Agreement (other than a Renewal Transaction described below) for which ISO is entitled to Compensation, the Company will pay ISO an amount equal to the Funded Amount multiplied by the Compensation Base Rate. ISO Compensation will be paid within ten (10) business days of the date on which the Funded Amount is advanced to the Merchant.

Renewals

ISO shall earn Compensation for each Renewal Transaction with an Active Merchant that occurs during a Renewal Period; provided that at the time of the Renewal Transaction: (a) ISO is not in breach of this Agreement, (b) this Agreement has not been terminated for cause, and (c) ISO is not on Inactive Status. For each such Renewal Transaction, the Company shall pay ISO an amount equal to the Funded Amount of the Renewal Transaction multiplied by the Renewal Compensation Rate.

As used herein:

"Active Merchant" means a Merchant referred to the Company by ISO who has not breached the terms and conditions of its Merchant Agreement.

"Inactive Status" means that ISO has failed to refer any applicants to the Company within the last one hundred twenty (120) calendar days.

"Renewal Transaction" means a transaction between the Company (or a Funding Partner) and an Active Merchant in which additional Receipts are purchased.

"Renewal Period" means, with respect to an Active Merchant, any time after the Active Merchant has entered into a Merchant Agreement, but not later than thirty (30) calendar days after the date on which the Active Merchant has delivered all amounts owed under the Merchant Agreement.

"Renewal Compensation Rate" means the Compensation Base Rate applicable to the original Merchant Agreement between the Company and the Merchant that is the subject of the Renewal Transaction.

Compensation Caps

Transaction Type	Maximum Compensation
New Deal	12% of Funded Amount
Renewal	12% of Funded Amount

All Compensation is based on the Funded Amount or draw amount, as applicable by Credit Product type, and is determined by the Buy Rate established by the Company. Compensation caps apply regardless of the applicable Funding Partner.

Payment Timing by Product Type. For (i) Merchant Cash Advance and (ii) line of credit and commercial loan products, Compensation is paid within ten (10) business days of funding.

Other capitalized terms used in this Compensation Schedule and not defined herein shall have the meanings given to them in the ISO Agreement.