Agreements, Disclosures and Account Terms

Business Deposit Accounts

Effective July 19, 2019

This booklet contains information regarding your Bank of Blue Valley consumer deposit accounts. Please spend some time reviewing the agreements, disclosures and account terms that will govern your accounts effective July 19, 2019. Contact your Banker or the Customer Care Center at 877.280.1862 with questions or concerns.

EQUAL HOUSING LENDER | MEMBER FDIC Business Deposit Accounts Table of Contents

ACCOUNT CONVERSION TABLE...... PAGE 1

TRUTH IN SAVINGS DISCLOSURES...... PAGE 2

BUSINESS AND MISCELLANEOUS FEE SCHEDULE...... PAGE 6

TREASURY MANAGEMENT FEE SCHEDULE...... PAGE 7

BUSINESS DEPOSIT ACCOUNT AGREEMENT...... PAGE 8

MASTER TREASURY MANAGEMENT SERVICES AGREEMENT. . . . . PAGE 31

REGULATION CC FUNDS AVAILABILITY DISCLOSURE...... PAGE 71

SUBSTITUTE CHECK POLICY DISCLOSURE...... PAGE 72 ACCOUNT CONVERSION TABLE

EXISTING PRODUCT converts to NEW PRODUCT

CHECKING ACCOUNTS Small Business Checking Back to Business Checking ▶ Business Checking (212) Business Checking on Analysis Lockbox ▶ Commercial Checking (205)

SAVINGS ACCOUNTS Savings Business Transactional Business Savings ▶ Business Savings (600)

MONEY MARKET ACCOUNTS Business Premium Money Blue Valley Investment ▶ Market (287)

BANK OF BLUE VALLEY | MEMBER FDIC 1 BBV0272 EXISTING BANK OF BLUE VALLEY PRODUCT Small Business Checking Back to Business Checking converts to  Business Checking (212/312/412)

Minimum Deposit to Open Account $100.00 Balance Information Minimum Balance to Avoid the Maintenance Fee Average Daily Balance1 of $1,500

Monthly Maintenance Fee $5.00 Maintenance3 Paper Statement Fee4, per account $5.00

0 – 100 $0

$0.10 per item or 101 – 250 $0 with $10,000 Average Daily Balance1

Items $0.25 per item or 251 – 400 1 Account Fees Processed2 $0 with $25,000 Average Daily Balance

Over 400 $0.40 per item

Canadian Deposited Items $6.00

$0.00 - $10,000.00 $0 Cash Processing $10,000.01 + $0.15 per additional $100

Account Features Check images are provided with both the paper and eStatement

Overdraft Privilege Limit $750.00

1The average daily balance is calculated by adding the principal in the account for each day of the period and dividing that figure by the number of days in the period.

2All debits, credits, and deposited items are counted. Debits include checks, drafts, and all forms of electronic or preauthorized debits.

3Waived until 3/1/2020 for customers converting from Small Business Ck.

4Waived until 3/1/2020 for customers converting from Small Business Ck and Back to Business Ck.

Refer to our Business and Commercial Miscellaneous Fee Schedule and Treasury Management Fee Schedule for other account and service fees.

BANK OF BLUE VALLEY | MEMBER FDIC 2 BBV0272 EXISTING BANK OF BLUE VALLEY PRODUCT Business Checking on Analysis Lockbox converts to  Commercial Checking (205) Public Funds Commercial Checking (305)

Minimum Deposit to Open Account $100 Balance Information Minimum Balance to Avoid the Monthly Maintenance Fee N/A

Monthly Maintenance Fee $15.00 Deposit/Credit Fee $.30 Check/Debit Fee $.20 ACH Credit/Debit Fee $.10 On-Us Deposited Items $.12 Deposited Items Local/Other Deposit Items $.12 Account Fees Canadian Deposited Items $6.00 Cash Processing $.10/$100 Deposit Protection Assessment. This fee is charged monthly $.00/$1000 based on the average collected balance. Borrowed Funds Fee. This fee is charged each month the account has a negative collected balance at any time during the cycle month and is calculated using the National Prime Rate plus 2% (with a floor of 7.50%).

This is an analyzed account. We will apply an earnings credit rate to your positive average daily collected balance less any applicable reserve requirement shown below. This earnings credit will be used to offset analyzed service charges. If the earnings credit applied to your account is insufficient to cover your analyzed service charges, your account will be assessed a charge for the net amount due on the 15th of the month following the month in which the services were used. Excess earnings credit does not Earnings Credit roll over to the following service charge period. If you have multiple analyzed accounts, you may direct us to offset fees from multiple accounts to a single lead account. Non analyzed service charges are assessed at the time of service to the account that incurred the charge. Non analyzed service charges include overdraft, uncollected and non sufficient funds fees. All service charges are disclosed in the Bank’s current fee schedule. The Bank reserves the right to modify service charges and earnings credit rates at any time. Reserve Requirement 10.00%

Overdraft Privilege available; $750.00 limit Account Features See fee schedule for applicable fees See the Business Deposit Account Agreement for Overdraft Privilege details.

BANK OF BLUE VALLEY | MEMBER FDIC 3 BBV0272 EXISTING BANK OF BLUE VALLEY PRODUCT Savings Business Transactional Business Savings converts to  Business Savings (600)

Product Description A basic savings account for many types of businesses. FDIC insured up to applicable limits.

Interest Rate Annual Percentage Yield (APY) .25% .25% Rate Information Rate Accurate as of (date): July 19, 2019

The interest rate and APY may change at any time at the bank’s discretion. Compounding & Interest will be compounded and credited to the account monthly. Crediting of Interest We use the daily-balance method to calculate the interest on your account. This method applies a daily periodic rate to the principal in the account each day.

Interest begins to accrue no later than the business day we receive credit for the deposit of noncash items (for example, checks).

Balance Information Minimum Deposit to Open Account $100 Minimum Daily Balance to Avoid Monthly $100 Maintenance Fee Minimum Daily Balance to Obtain APY disclosed $0.01 Six transfers and/or withdrawals per monthly statement cycle or similar 4-week period. Transfers Transaction and/or withdrawals made by mail, messenger, ATM, or in person are unlimited. See fee schedule Limitations for Excessive Withdrawal fee details.

Monthly Maintenance Fee $2.00 Account Fees First 25 deposited items are free, then Deposited Items Fee $0.50 per item1

• ATM access via business debit card (with checking account) Account Features • Monthly statement

1This fee is waived until further notice

BANK OF BLUE VALLEY | MEMBER FDIC 4 BBV0272 EXISTING BANK OF BLUE VALLEY PRODUCT Blue Valley Investment converts to  Business Premium Money Market Account (287)

Perfect for business owners seeking a competitive rate of return for their excess cash, this Product Description product offers tiered interest rates and no minimum balance or Monthly Maintenance fee. Limited check writing privileges provides convenient account access.

Tiers Interest Rate Annual Percentage Yield (APY) Up to $24,999.99 .25% .25% $25,000 - $49,999.99 .35% .35% $50,000 - $99,999.99 .45% .45% $100,000 - $249,999.99 .50% .50% $250,000 - $999,999.99 .60% .60% Rate Information $1,000,000 - $4,999,999.99 .60% .60% $5,000,000 - $9,999,999.99 .60% .60% $10,000,000+ .60% .60%

Rate Accurate as of (date): July 19, 2019

Interest begins to accrue no later than the business day we receive credit for the deposit of noncash items (for example, checks). Balance Information Minimum Deposit to Open Account $25,000 Minimum Balance to Avoid Monthly Maintenance N/A Fee Minimum Daily Balance to Obtain APY disclosed $0.01 Six transfers and/or withdrawals per monthly statement cycle or similar 4-week period. Transfers Transaction and/or withdrawals made by mail, messenger, ATM, or in person are unlimited. See fee schedule for Limitations Excessive Withdrawal fee details.

First 25 deposited items are free, then Account Fees Deposited Items Fee $0.50 per item1

• Liquidity of a savings account Account Features • Check writing privileges • ATM access via business debit card (with checking account)

1This fee is waived until further notice

BANK OF BLUE VALLEY | MEMBER FDIC 5 BBV0272 Business and Commercial Miscellaneous Fee Schedule Effective 6.2019

Account Closing (Within 90 days of opening) $25.00 Returned Statement (per month) $10.00 Inactive Acct (after 6 months) if balance is less than $10 $10.00 Safe Deposit Box - Drilling/Pulling (minimum) $150.00 Account Research/Balancing - per 30 min. $12.50 Safe Deposit Inventory (hour) $50.00 Account Research/Item Copy $5.00 Safe Deposit Box - Late Payment Fee $10.00 Account Transfers - Manual Loan Payment $10.00 Safe Deposit Box - Replacement Key $25.00 Account Transfers - Manual No Charge Snapshot Statement $5.00 Account Transfers - Telephone Banking No Charge Statements-Special Cut $10.00 Analysis Statement No Charge Statements- Special Delivery $10.00 ACH Reclamations (per item) N/A Stop Payment $35.00 Additional/Duplicate Statement $5.00 Subpoena Responses (per hour) N/A ATM Non Proprietary Usage (Exempt if in Network) $2.50 Business Solutions Canadian Deposited Items $6.00 Online and Mobile Banking No Charge Cashiers Check Purchase $10.00 Online Retail Bill Pay No Charge Chargeback Fee - Canadian $15.00 Account Transfers Online Banking No Charge Chargeback Fee $10.00 Account and Transaction Alerts No Charge Collection Items - Incoming/Outgoing $27.50 Additional User Name, Each $2.00 Copy Machine Use - per page $2.00 eDeposit High Speed Setup $200.00 Counter Checks - each $1.00 eDeposit High Speed Rental $100.00 Coupon Collection Per Envelope $20.00 eDeposit Low Speed Setup $100.00 Debit Card Replacement $12.00 eDeposit Low Speed Rental $65.00 Debit Card Rush Order $75.00 eDeposit Single Speed Setup $100.00 Dormant Account $10.00 eDeposit Single Speed Rental $40.00 Escheatment/Abandoned Account $75.00 eDeposit Setup-Software Only $100.00 Excessive Withdrawal Fee Per Item $15.00 eDeposit-Software Only $20.00 External Transfer Cancellation $5.00 eDeposit Deposited Items $0.08 External Transfer Change $5.00 eDeposit Tech Support (hr.) $165.00 External Transfer Set Up $5.00 eDeposit Deposit Correction $5.00 Fax - Incoming/Outgoing - per page $2.00 ACH Block Monthly Per Account $5.00 Foreign Check Collection Fee $50.00 Mobile Remote Dep Credit Fee $0.50 -Additional Message and Data Rates May Apply Foreign Currency - per order $22.00 Walk In/Call in Wires Foreign Currency Exchange-Customers Only (Plus Postage) $22.00 Wire In-Domestic $12.00 Foreign Draft $50.00 Wire In-International USD $15.00 Garnishment/Levy Fee $100.00 Wire In-International FX $15.00 International Service Assessment Fee with currency conversion (All Cards) 3.00% Wire Out Domestic-Repetitive $25.00 International Service Assessment Fee without currency conversion (All Cards) 3.00% Wire Out Domestic-Non Rep $30.00 Medallion/Signature Guarantee N/A Wire Out Intl-Repetitive USD $40.00 Mobile Remote Dep Credit Fee $0.50 -Additional Message and Data Rates May Apply Wire Out Intl-NonRep USD $50.00 Overdraft Fees $35.00 Wire Out Intl-Repetitive FX $35.00 • Overdraft Fee - Nonsufficient Funds • Returned Item Fee - Nonsufficient Funds Wire Out Intl-NonRep FX $45.00 Fees apply to transactions created by check, in-person withdrawal, recurring debit card transactions, or other electronic means. Overdraft fees will not be imposed on ATM withdrawals or one-time debit card items unless the customer has opted in" Overdraft Privilege: The total of the discretionary overdraft privilege (negative) balance, including any and all bank fees and charges, and interest charges is due and payable upon demand. Approval of payment of overdrafts by the bank on consumer accounts in good standing is only a discretionary courtesy, and not a right or obligation.

For Consumer Accounts - No fee will be charged when the account is overdrawn five ($5.00) dollars or less. Overdraft fees are assessed on up to five items per day, with the maximum not to exceed $175. Overdraft Transfer (via another deposit account) $10.00 Returned Item Instructions $10.00

BANK OF BLUE VALLEY | MEMBER FDIC 6 BBV0272 Treasury Management Fee Schedule Effective 5.2019

Account Reconciliation Services Sweep/Investment Services* Check Positive Pay Base $30.00 Deposit Reconciliation $50.00 Sweep-Investment Dynamic $75.00 Check Positive Pay Addtl Acct $15.00 Positive Pay-Reporting Only $25.00 Sweep-Investment Repo $125.00 Check Positive Pay Per Item $0.06 Pos Pay-Reporting Per Item $0.05 Sweep-ICS DDA No Charge Payee Matching Per Item $0.04 Pos Pay-Reporting Addtl Acct $15.00 Sweep-Line of Credit $150.00 Check Positive Pay Exceptions $1.00 Account Reconciliation Module $50.00 Sweep-Loan/Investment Repo $250.00 Check Positive Pay Returns $10.00 Statement-CD Checks $25.00 Sweep-Loan/Investment Dynamic $225.00 ACH Positive Pay Base $20.00 Statement-CD Checks/Deposit $30.00 Sweep - Loan $100.00 ACH Positive Pay Addtl Account $20.00 Image Archive Remote Access $100.00 Target Balance Account $25.00 ACH Positive Pay Per Item $0.08 ACH Services Zero Balance Account $25.00 ACH Positive Pay Exceptions $1.00 ACH File Processing Setup-FTP $200.00 Bankwise Funds Management $150.00 ACH Positive Pay Returns $10.00 ACH Origination Base-FTP $40.00 Wire Services Other ACH Origination Per Item $0.13 Wire In-Domestic $12.00 InBusiness Stop Payment Base No Charge ACH Origination Per Item-SD $0.50 Wire In-International USD $15.00 InBusiness Stop Payment Fee $20.00 ACH EDI Addenda Service $12.00 Wire In-International FX $15.00 Other Services ACH Returns (Originated Item) $10.00 Wire Out Domestic-Repetitive $25.00 Courier: See us for availability and pricing. ACH Return Notification $1.00 Wire Out Domestic-Non Rep $30.00 ACH Addenda Item $0.08 Wire Out Intl-Repetitive USD $40.00 ACH Emergency File Processing Varies Wire Out Intl-NonRep USD $50.00 Remote Deposit Services Wire Out Intl-Repetitive FX $35.00 eDeposit High Speed Setup $200.00 Wire Out Intl-NonRep FX $45.00 eDeposit High Speed Rental $100.00 Wire Draw Down $25.00 eDeposit Low Speed Setup $100.00 InBusiness Commercial Online Banking eDeposit Low Speed Rental $60.00 InBusiness Set Up $50.00 eDeposit Single Feed Setup $100.00 InBusiness Set Up-Online $25.00 eDeposit Single Feed Rental $40.00 InBusiness Online $20.00 eDeposit Setup-Software Only $150.00 InBusiness Enterprise $35.00 eDeposit-Software Only $25.00 InBusiness Commercial $75.00 eDeposit Deposited Items $0.08 InBusiness Addtl Account Fee $5.00 eDeposit Tech Support (hr.) $165.00 InBusiness Additional Service Options eDeposit Deposit Correction $5.00 Payables X9.37 File $100.00 ACH Origination Base-InBus $25.00 Lockbox Services ACH Origination Per Item $0.13 Lockbox PO Box Annual Rent Varies ACH Origination Per Item-SD $0.50 WLBX Set Up $100.00 InBusiness Tax Payments $2.00 WLBX Monthly Maintenance $100.00 InBusiness Bill Pay Monthly $10.00 WLBX Report per Month $100.00 InBusiness Bill Pay Over 10 $0.45 WLBX Check Processed InBusiness Wire Transfer Base $25.00 $0.60 A check plus 1 additional document InBus Domestic Wire Out $13.00 and a front/back image of each InBus Intl-USD Wire Out $35.00 WLBX Additional Documents InBus Intl-FX Wire Out $25.00 $0.22 * Repo, Dynamic and Loan Sweeps are not FDIC Documents over and above those Fraud Tools included in checks processed Insured, Not Bank Guaranteed, May Lose Value, Security Token Set Up $8.00 Not A Deposit and are Not Insured by any Federal WLBX Data Entry Per Field $0.015 Government Entity Security Token Monthly $3.00 WLBX Photo Copy per item $0.20 Positive Pay Set Up $100.00 WLBX Addtl Payee Base Fee $20.00 WLBX Package Prep $1.50 Lockbox Postage At Cost

BANK OF BLUE VALLEY | MEMBER FDIC 7 BBV0272 BUSINESS DEPOSIT ACCOUNT AGREEMENT AND DISCLOSURE

This Business Deposit Account Agreement and Disclosure contains information about terms, conditions, fees and interest rates for one or more accounts you open with us (each individually or collectively referred to as your “Account”).

As used in this document, the term “Agreement” means: (i) this Deposit Account Agreement and Disclosure, (ii) any related application you submit (“Application”), (iii) any rate and fee schedules we provide to you (each a “Schedule”), (iv) the Regulation CC Funds Availability Disclosure; and (v) all related agreements. As used in the Agreement, “you” and “your” refers to each depositor agreeing to the terms and conditions of the Agreement and “we,” “us” and “our” refer to Bank of Blue Valley.

Your Account is subject to the general terms and conditions of the Agreement and any specific terms and conditions that may be provided in the Agreement for specific types of accounts if your Account is that type of account. If you open multiple Accounts, you may receive Schedule information for each Account, but the Agreement will cover all your Accounts. By signing a Signature Card for your Account or by opening or continuing to hold your Account, you acknowledge receipt of the Agreement, and you agree to the terms and conditions set forth in the Agreement, as amended from time to time.

Please read the Agreement carefully. You should keep a copy of the Agreement and any information we give you regarding changes to the Agreement for your records as long as you have your Account with us. You can get a current copy of the documents that make up the Agreement at any of our branches.

1. Business Account. You are opening your Account as a “business account,” meaning that it is not a “consumer account” (accounts that are used for personal, family or household purposes) and that it is being opened in the name of a “business,” meaning a corporation, partnership or other business entity. Business accounts are offered only to businesses validly existing in the United States and that can form legally binding contracts under applicable law. You may not use your Account for personal, family or household purposes. By signing a Signature Card for your Account or by opening or continuing to hold your Account, you represent that you meet these requirements. You must notify us in writing of any changes to the form of ownership.

2. Opening Your Account.

a. Credit Verification. You authorize us to request and obtain one or more credit reports about you from one or more credit reporting agencies for the purposes of opening your Account, reviewing or collecting any Account opened for you, or for any other legitimate business purpose. You authorize us to disclose information about your account to a credit reporting agency if your Account was closed because you have abused it.

b. Evidence of Authority. You must provide us with evidence satisfactory to us regarding the authority of the individual(s) signing the Signature Card submitted for your Account to act on behalf of the person(s) owning the funds in the Account (each an “Owner” or “Co-Owner”) , such as a resolution or certificate of authority.

c. IDENTIFICATION NOTICE. To help the government fight the funding of terrorism and money laundering activities, federal law requires us to obtain, verify and record information that identifies each person who opens an account.

1) New Customers. When you open an account, we will ask for your business name, tax identification number and business address and other documents that will allow us to verify your business and any other information we deem necessary to open your Account. For each person signing a Signature Card, we will ask that person’s name, address, date of birth, social security number and other information that will allow us to verify identity, such as your driver's license or other identifying documents.

2) Existing Customers. Even if you are already a customer of ours, we may ask you to provide this kind of

BANK OF BLUE VALLEY | MEMBER FDIC 8 BBV0272 information and documentation because we may not have collected it from you in the past or we may need to update our records.

3) Failure to Provide. If you are unable to provide the information outlined above, we may block or close your Account.

3. Tax Identification Number. Federal law requires us to obtain a Tax Identification Number (“TIN”) for most accounts opened with us. To avoid backup withholding tax, you must provide us with an Internal Revenue Service (“IRS”) Form W-9 or Form W-8BEN. U.S. citizens or other U.S. persons, including resident alien individuals, must appear as the primary Owner of your Account and must provide a signed Form W-9 (or substitute Form W-9). Nonresident aliens must provide a signed Form W-8BEN. We may also require other forms. Until we have received the completed and signed Form(s) W-9 or W-8BEN and supporting information or documentation, we may either: (1) not pay interest on your Account; or (2) pay interest and comply with the IRS backup withholding requirements. If, at any time, we receive information indicating that someone other than you is using the same TIN that you certified as your TIN on Form W-9 (or substitute Form W-9), and we are not able to determine that you are the rightful Owner of the TIN, we may, without notifying you, either: (1) stop paying interest on your Account; or (2) continue paying interest but comply with the IRS backup withholding requirements. We may also take any other action which we consider reasonable. If you own your Account as a sole proprietor, upon your death we must be provided with your estate’s or your beneficiary’s TIN, as applicable. If this is not provided, we may either: (1) stop paying interest on your Account after the date of your death; or (2) withhold a portion of the interest that has been earned on your Account since the date of your death.

4. Contacting You.

a. Your Authorization. In addition to mailing notices to the mailing address reflected on our records for your Account (your “Mailing Address”), you authorize us to contact you in connection with your Account and for other purposes at: (i) telephone numbers you provide to us or use to contact us, including home landline telephones and personal mobile phones and other wireless devices and (ii) any electronic address you provide us or use to contact us, including email addresses. We may contact you by placing voice telephone calls (including the use of automatic telephone dialing systems and prerecorded voice messaging) to your telephone numbers or, in the case of mobile telephones or other wireless device, by sending email or automated Short Message Service (“SMS”) text messages. These calls or messages may cause you to incur fees from your cellular provider or other service provider. Your authorization extends to our vendors and third party service providers and any party to whom we transfer your Account.

b. Method of Notice. If we are required to provide any notice to you under the Agreement, we may notify you in any of the following ways: (a) sending written notice to you at your Mailing Address; (b) including a message with an account statement for your Account (a “Statement”) ; or (c) providing notice to you in electronic form, if authorized.

5. Contacting Us. Any notice you provide to us will not be effective until we actually receive it and we have had reasonable opportunity to act on it.

a. You may send us written notices at the following address: Bank of Blue Valley 11935 Riley Street Overland Park, KS 66213

b. You may call us at:877.280.1862. Unless otherwise provided, telephone calls to us will not constitute legal notice under the Agreement.

6. Fees and Charges.

a. Schedules. Subject to applicable law, you agree to pay us the fees and charges shown in the Schedules that

BANK OF BLUE VALLEY | MEMBER FDIC 9 BBV0272 are applicable to your Account or for other services performed by us and which are provided to you.

b. Debit Balances. You will be liable to us for debit balances in your Account (including without limitation overdrafts and Account charges and promise to pay, upon demand, any and all debit balances, all fees and charges and our reasonable attorneys' fees and costs and expenses of collection, including those incurred at trial and on any appeal).

c. Your Authorization. You authorize us to charge your Account or any other accounts you hold with us for the payment of any fees and charges related to your Account and any other amounts you owe us under the Agreement, whether or not the charge, along or together with other charges to your Account, results in an overdraft of your account. Unless otherwise provided by applicable law, we may do this without notifying you in advance and we will not be liable to you for refusing to honor withdrawals or pay “Items” (meaning: (i) all orders and instructions for the payment, transfer or withdrawal of funds from your Account, whether issued or unissued; (ii) all deposits to your Account, even if returned unpaid; (iii) any Holds we put on your Account and (iv) any other debits or credits to your Account) if you do not have enough funds in your Account because of these fees and charges.

d. Changes. We may, in our sole discretion, make changes, additions or deletions to any applicable Schedules and the fees we charge from time to time. We will notify you of the changes, to the extent required by applicable law. You may obtain a copy of any current Schedules and information on other fees at any of our branches. Existing and future charges may be based upon the overall costs of providing account services and may or may not be based upon the direct cost or expense associated with providing the particular service involved. The charges may be based on consideration of profit, competitive position, deterrence of misuse of account privileges by customers, and the safety and soundness of the financial institution.

7. Available Balance.

a. Determining Your Available Balance. Your “Available Balance” (the funds in your Account that are available to you to withdraw or transfer; to pay checks and other Items; and for all other uses permitted under the Agreement) is the most current record we have about the funds that are available from your Account. To determine your Available Balance, we will consider all transactions that have posted to your Account (see the section entitled “Posting” for more details), any “Holds” (meaning any restrictions we may place on any withdrawals from, payment of Items drawn against or processing of further debit transactions to an Account) that may be in place on your Account, and pending transactions that we have authorized but not yet posted to your Account. Deposits may affect your Available Balance as described in the Regulation CC Funds Availability Disclosure

b. Withdrawals. At any given time your Available Balance may not reflect all of your withdrawals and other debit transactions, such as your outstanding checks, recurring debit transactions, transactions from using any card we issue to you that you may use to access your Account (each a “Card”), or other debit transactions that you have authorized but that have not yet been paid from your Account.

c. Deposits. At any given time, your Available Balance may not reflect the most recent deposits to your Account, and deposits may not become part of your Available Balance immediately even if we have collected or received credit for the deposit. The Regulation CC Funds Availability Disclosure provided to you reflects our policies relating to the availability of deposited funds and when deposits are credited to your Account. We may change the Regulation CC Funds Availability Disclosure from time to time. If we do so, we will notify you to the extent required by applicable law.

d. Reductions in Available Balance. As well as being reduced by withdrawals and other debit transactions, your Available Balance may be reduced by the amount of: (i) any Hold we put on your Account; (ii) any lien on or security interest in your Account; (iii) any setoff we may exercise against your Account; (iv) any deduction we may make from your Account because of a dispute, legal process, reversed deposit or other reason; (v) any Item if we receive notice that the Item will be presented for payment or collection against your Account; (vi)

BANK OF BLUE VALLEY | MEMBER FDIC 10 BBV0272 any checks we certify; or (vii) any other deduction to your Account permitted by the Agreement.

8. Posting. The order of when transactions are posted to your Account impacts your Available Balance and may impact whether you incur overdrafts and the amount of overdraft fees you incur. Transactions may not be posted to your Account in the order in which they actually occurred, the order we received them or the order in which transactions appear in your Account history (including on your Statements). We often do not receive or post debit transactions on the same day you conduct them.

a. Order of Posting. We have the right to post transactions to your Account in any order we decide. After the end of each business day, we assign each transaction received for that day to a “category.” We generally post all transactions within a category (using the posting order or orders that apply to that category) before we post any transactions assigned to the next category. The following is a summary of the order in which we generally post transactions to your Account:

1) Deposits. Deposits and other credits we receive prior to our identified cutoff times (please refer to the Regulation CC Funds Availability Disclosure for more details) will be posted to your Account before we post any withdrawals or other debits to your Account.

2) Non-Check Withdrawals. Each category of non-check withdrawals and debits will be posted to your Account in order of the date and time associated with each transaction, from earliest to latest. A date and time (if one is available) will be assigned to each transaction based on either when the transaction was preauthorized or, for transactions for which there is no pre-authorization, when the transaction was processed by us. If a date and time is not available, these transactions will be posted to your Account after all other transactions in that category that do have a valid date and time are posted, and will be posted in order of the amount of the transactions, from lowest to highest. Non-check withdrawals and debits are generally posted in the following order: (i) ATM transactions; (ii) debit Card transactions; (iii) wire transfers and other Items that cannot be returned or recalled; and (iv) transactions made through the Automated Clearing House (“ACH”) electronic payments network.

3) Check Withdrawals. Each category of checks drawn against your Account will be posted to your Account in check number order, from lowest check number to highest check number. If a check number is not available, these checks will be posted to your Account after all other checks in that category that do have a check number are posted, and will be posted in order of the amount of the check, from lowest to highest. We generally post checks in the following category order: (i) checks payable from funds on deposit with us (sometimes referred to as “on-us” checks) presented to us for cash payment and (ii) other checks.

b. Notice Regarding Order of Posting. The description of posting order above is intended to be representative of the most common types of transactions within each category, and other Items may be processed to your Account even if they are not specifically listed above. We may change the way we process and post transactions at any time regardless of any request or instruction you give us, and we may do so in our sole discretion and without notifying you.

9. Deposits to Your Account. The following terms apply to deposits and other credits to your Account:

a. Making Deposits. You may make deposits in person at one of our branches, by mail or by any other means we make available to you. You are liable to us for all Items that we cash for you or accept for deposit to your Account.

b. Accepting Deposits. You authorize us to accept all transfers, checks and other Items for deposit to your Account from anyone and at any time if they are made payable to you or to your order. We are not responsible for a deposit until we have received, verified and accepted it. We may refuse to accept all or any part of any deposit in our sole discretion at any time, even after we initially accept it, or we may impose conditions on any deposit. Any deposit receipts we issue are subject to our verification of the Items deposited.

c. Notice of Deposits. We do not have to notify you of any order to deposit funds to your Account other than the

BANK OF BLUE VALLEY | MEMBER FDIC 11 BBV0272 notice you receive in your Statement. d. Your Warranties. In addition to any other warranties you provide to us under applicable law or under the Agreement regarding Items you deposit or cash, for each Item that you deposit or cash you warrant that: 1) All signatures on the Item are authentic and authorized; 2) You have the right to enforce the Item; 3) The Item has not been changed or altered; 4) The Item is valid; and 5) There is no other claim or problem related to the Item. e. Collection Items. We may handle checks and other paper Items as a “collection Item” instead of as a deposit. This means that instead of accepting the Item for deposit into your Account, we will send the Item to the issuer’s bank for payment and credit your Account when we receive payment for the Item. We may charge a fee for this service. If the collection Item is returned unpaid, we will return it to you. f. Check Cashing. We may require you to deposit a check or other noncash Item payable to you into your Account instead of cashing it. If we cash a check or other noncash Item for you, we may put a Hold on your Account for a corresponding amount until we collect it or until we are required to release the Hold under applicable law. g. Crediting of Deposits. All non-cash Items deposited to your Account are credited to your Account subject to our receipt of final payment by the payor bank. When we receive final payment, the Item becomes a collected Item. 1) When you make a non-cash deposit and we credit your Account for that deposit, this credit is provisional (temporary). We may reverse or otherwise adjust any deposit or other credit we believe has been erroneously made to your Account at any time and without prior notice to you. 2) If any funds you deposit become “available” and you can withdraw the funds, this does not mean the Item you’ve deposited is “good,” has “cleared” or has been paid by the paying bank. It is possible that the Item will be returned unpaid months after the funds have been made available to you and you’ve withdrawn them. We cannot guarantee that an Item you deposit will not be returned and you will continue to be liable to us for all deposited noncash Items before and even after we make the funds available to you. h. Returned Items. This subsection applies to Items that you deposit or cash, including Items drawn on us as well as Items drawn on other financial institutions. 1) We have the right to charge back or otherwise debit your Account or other accounts you hold with us for any deposited Item that is returned, even if you have made withdrawals against it. 2) If we do not receive final payment or if any Item you have deposited or cashed is charged back to us for any reason, we receive notice of or have reason to believe there is a claim or problem related to the Item (for example, that the Item was altered, forged or unauthorized) or we are unable to collect the Item for some other reason, you authorize us to do one or all of the following without prior notice and at any time: (i) charge your Account or any other accounts you have with us for the amount of the returned Item, our returned Item fee, any interest paid on that Item and any other fee we pay or incur; (ii) put a Hold on your Account or any other accounts you have with us for the amount of the Item until we have resolved the claim or problem; (iii) resubmit the Item for payment by any means or attempt to collect the Item by other means; and (iv) pay any claim related to the Item. Any resulting deductions or Holds will cause a deduction to your Available Balance and may result in overdrafts. 3) In connection with the return of an Item, we will have no duty to question the truth of facts that are being asserted, to assess the timeliness of any claim or to assert any defense. 4) If an Item to be charged back is lost in the process of collection or unavailable for return, we may rely upon a photocopy of the Item or upon any other generally accepted notification of return of the Item, in charging you for the amount of the returned Item. i. Direct Deposits. If we allow direct deposit services for automatic preauthorized deposits to your Account of Social Security payments, other government payments or automatic transfers from your other accounts with us, you must notify us at least thirty (30) days prior to the next scheduled direct deposit or preauthorized transfer if you wish to cancel the direct deposit or transfer service. If any amount deposited must be returned

BANK OF BLUE VALLEY | MEMBER FDIC 12 BBV0272 to any government entity for any reason, you authorize us to deduct the amount from your Account as provided in the “Returned Items” section above.

10. Withdrawals From Your Account. The following terms apply to withdrawals from and other debits to your Account:

a. Making Withdrawals. You may make withdrawals from your Account in any manner that is permitted by us for the type of Account that you have opened. We may subtract from your Account the amount of any debit Item that you or any authorized signer creates or approves. When you ask for a withdrawal in person, we may require you to show identification or other evidence satisfactory to us proving that you are authorized to make withdrawals. We do not have to ask questions of a person proving a withdrawal request with your signature, or investigate any request with your signature.

b. Notice of Withdrawals. Unless otherwise provided, we do not have to notify you of any withdrawal or transfer from your Account other than the notice you receive in your Statement.

c. Restrictions on Withdrawals. Withdrawals and transfers from your Account may be restricted as provided in the Agreement, in applicable Schedules or by applicable law. We do not have to allow you to make a withdrawal from your Account if your Available Balance is not sufficient to cover the full amount of the withdrawal. We also may refuse to allow a withdrawal if there is a dispute about the Account, the Account is subject to legal process, the Account has been pledged as collateral for a debt, the availability of the funds on deposit cannot be verified, any required documentation has not been presented or you fail to repay an obligation to us on time.

d. Electronic Check Conversion. You may authorize a merchant or other payee to make a one-time electronic payment from your Account using information from one of your checks to pay for purchases or pay bills. The merchant or other payee uses the check information, along with the transaction amount, to initiate an ACH debit transaction. The transaction is electronically transferred through the ACH system and the funds will be debited directly from your account and deposited automatically into the merchant or payee's account. When information from your check is used to make an electronic fund transfer, funds may be withdrawn from your account as soon as the same day you make your payment. A description of the transaction will appear on your Statement. Checks used in these types of transactions will not be included with your Statement or otherwise returned to you.

e. Checks Re-Presented Electronically. You may authorize a merchant to electronically re-present a check and collect a fee associated with a re-presentment of a check. Checks re-presented electronically will not be included with your Statement or otherwise returned to you.

f. Remotely Created Checks. A “remotely created check” is not issued by the paying bank and does not contain the signature of the account owner (or a signature purported to be the signature of the account owner). In place of a signature, the check usually has a statement that the owner authorized the check or has the owner’s name typed or printed on the signature line. You may not create or deposit a remotely created check unless specifically agreed to in writing by us. Further, you warrant and agree to the following for every remotely created check we receive from you for deposit or collection: (i) you have received express and verifiable authorization to create the check in the amount and to the payee that appears on the check; (ii) you will maintain proof of the authorization for at least two (2) years from the date of the authorization, and supply us the proof if we ask; and (iii) if a check is returned you owe us the amount of the check, regardless of when the check is returned. We may take funds from your Account to pay the amount you owe us, which will reduce your Available Balance and may result in overdrafts.

g. Pre-Authorized Drafts. If we are unable to enforce presentment and transfer warranties on remotely created checks under Regulation CC, then if you voluntarily give information about your Account (such as our routing number and your account number) to a party who is seeking to sell you goods or services, and you do not physically deliver a check to the party, any debit to your account initiated by the party to whom you gave the

BANK OF BLUE VALLEY | MEMBER FDIC 13 BBV0272 information is deemed authorized by you.

h. Non-Customer Check Cashing Fee and Identification. If a person who is not a customer of ours presents a check drawn against your Account for payment over the counter, we may require identification that meets our standards (which may include a thumbprint or fingerprint from the person) and we may charge the person a service charge for cashing the check. We may refuse to cash the check and we will have no liability to you for refusing to cash the check if: (i) the person attempting to cash the check refuses to comply with our identification standards or refuses to pay a service charge or (ii) we have reason to believe or we suspect that the person attempting to cash the check is not entitled to the funds or there is some other problem with the check.

i. Large Cash Withdrawals. We may place reasonable restrictions on the time and method of any large cash withdrawal, including by cashing a check. This may include requiring advance notice before we allow such a withdrawal. We may also impose other conditions for making large cash withdrawals, and we may refuse the cash withdrawal if you do not agree with these conditions.

j. Notice Requirements. Federal law requires us to retain the right to require you to give at least seven (7) days’ notice in writing prior to any intended withdrawal from a savings, negotiable order of withdrawal ("NOW"), or money market account. Although we usually pay withdrawals or checks without notice on these accounts, doing so does not mean that we give up this right.

11. Funds Transfers. Unless otherwise provided by the Agreement or any separate agreement between you and us, the following terms apply to payment orders you give us for the transfer of funds out of your Account by wire transfer or otherwise, and payment orders we receive for the transfer of funds into your Account:

a. Rights and Obligations. Your and our rights and obligations with respect to funds transfers will be governed by: (i) any separate written agreement you have with us; (ii) this section; and (iii) to the extent not specified in a separate written agreement or this section, Article 4A of the Uniform Commercial Code (“UCC4A”) as enacted in the state whose law governs this Agreement. Payment orders sent by Fedwire will be subject to the Federal Reserve’s Regulation J. Payment orders sent via other payment systems will be subject to the rules of those systems.

b. Accepting Payment Orders. We reserve the right to refuse to accept any payment order. We may process any payment or cancellation of a payment order that we believe is transmitted or authorized by you if we act in compliance with security procedures agreed upon by you and us in any separate agreement or otherwise. Such payment orders will be deemed effective as if made by you, and you will be obligated to pay us the amount of such orders, even if they are not transmitted or authorized by you. Unless we agree on another security procedure, you agree that we may confirm the authenticity and content of a payment order (among other ways) by placing a telephone call to you. If we cannot reach you, or if the payment order is not confirmed or approved in the manner we require, we may refuse to execute the payment order.

c. Processing Payment Orders. If a payment order identifies a beneficiary by both name and an identifying number, and the name and number identify different persons or account holders, the payment order may be processed by any financial institution solely on the basis of the identifying number. If a payment order identifies an intermediary bank or beneficiary bank by both name and an identifying number and the name and number identify different persons, the payment order may be processed by any financial institution solely on the basis of the identifying number.

d. Cancellation; Modification. Outgoing payment orders may not be amended or modified. If the payment order involves a beneficiary bank located within the United States and is to be paid in U.S. dollars, it may be cancelled. Other outgoing payment orders may not be cancelled. We must receive your cancellation in a time and manner affording us reasonable opportunity to act on it prior to the time we process the payment order.

e. Wire and ACH Transactions. With respect to wire transfers or other electronic transfers of funds not governed by the Electronic Funds Transfer Act, you agree to enter into and comply with our wire transfer (if

BANK OF BLUE VALLEY | MEMBER FDIC 14 BBV0272 applicable) agreement and to comply with our security procedures and this section. Credit given by us to you with respect to an ACH or wholesale (wire) funds transfer Item is provisional until we receive final settlement for such entry through a Federal Reserve Bank. If we do not receive final settlement, we are entitled to a refund of the amount credited to your Account in connection with such entry, and the party (the originator of the entry) making payment to you via such entry will not be deemed to have paid you the amount of such entry. We do not have to notify you of any receipt of payments other than the notice you receive in your Statement, and we will not give next day notice to you of receipt of an ACH or wholesale (wire) funds transfer Item.

12. Checks and Items. The terms and conditions of this section may apply to checks and other Items that are drawn against your Account, Items that you cash or deposit or both.

a. Endorsements. An “endorsement” is a signature, stamp or other mark made on a check or other Item to transfer it to another person. 1) An endorsement may be necessary for the transfer or negotiation of a non-cash Item you cash or deposit. If an endorsement is required, you must endorse (sign the back of) the Item. All checks and other noncash Items deposited to your Account should be endorsed payable to the order of us for deposit only, followed by your signature and Account number. All endorsements must appear on the back of the check or other Item within the first 1-1/2 inches from the left side of the Item when looking at it from the front. Endorsements should be in blue or black ink. 2) We may refuse to pay or cash any Item or accept any Item for deposit if we are unable to verify to our satisfaction that all of the necessary endorsements are present on the Item. We may, but are not required to, accept Items with non-conforming endorsements or that otherwise do not meet our endorsement requirements. We will not be liable to you for accepting such Items and you will be responsible for any loss incurred by us due to the return of the Item or any delay in processing the Item. 3) If an Item is payable to more than one person, we may require such Items to be endorsed by all parties to whom the Items are payable. We may also require verification of any endorsement by a third party, through either an endorsement guarantee or personal identification. 4) You authorize us to supply your endorsement to any of your Items we cash for you or accept for collection or deposit to your Account. You also authorize us to collect any Item that is payable to you but missing an endorsement, and agree that we do not have to supply your endorsement before collecting the Item.

b. Review of Items and Signatures. 1) We may inspect some checks or other Items, but you agree that we are not required to do so. You recognize that we have adopted automated collection and payment procedures so that we can process the greatest volume of Items at the lowest possible cost to our customers. In light of this, you agree that we do not fail to exercise ordinary care in paying an Item solely because our procedures do not provide for the sight examination of Items with a face amount below an amount specified by us from time to time. 2) If we inspect an Item drawn against your Account, we may use your Signature Card information in doing so. You authorize us to store and use Signature Card information in any reasonable form we deem necessary, including any digitized signature capture process. If we return an Item because we believe it did not match your Signature Card, we will not be liable to you even if the Item was actually authorized. We will have no liability to you if we fail to detect a forgery of your signature or an alternation of one of your Items if the forgery or alteration is such that a reasonable person could not reasonably be expected to detect it. 3) We will have no responsibility for reviewing the number or combination of signatures on or with an Item drawn against your Account, even if you specify that more than one signature is required for Items drawn against your Account or you specify any other signature requirements. We will not be liable to you if an Item we process is contrary to any signature requirements you specify as long as the Item has at least one authorized signature. 4) If the numeric amount on an Item drawn against your Account doesn’t match an amount written out in words, we may select either one when paying that Item.

c. Non-Handwritten Signatures. 1) A “non-handwritten signature” is any mechanically reproduced signature, including without limitation

BANK OF BLUE VALLEY | MEMBER FDIC 15 BBV0272 facsimile signatures or other form of mechanically reproduced signature (such as desktop publishing, digitized, or computer software generated signatures). 2) If you authorize us to honor non-handwritten signatures, they will not be considered a forgery or an unauthorized signature and will be effective as your signature or endorsement whether or not you have been negligent 3) You agree you will have the sole responsibility for maintaining security of any non-handwritten signature and any device by which the non-handwritten signature is affixed. You will bear the entire risk for the unauthorized use of such non-handwritten signatures or device whether or not you are negligent. 4) You further agree to indemnify and hold us harmless from and against any and all loss, costs, damage, liability, or exposure (including reasonable attorney's fees) we or you may suffer or incur as a result of the unlawful use, unauthorized use, or misuse by any person of any such facsimile or mechanically reproduced signature or the device by which it is affixed. If you use any form of facsimile or mechanically reproduced signature device, you agree to deliver a sample to us if we request it. d. Check Legends and Notations. We may disregard information on any Item other than the signature of the drawer, the identification of the drawee financial institution and payee, the amount, the endorsements, and any other information that appears on the magnetic ink character recognition (“MICR”) line. We are not responsible to take action on, or for failure to notify you of, any “restrictions” (including without limitation legends, notations and other restrictive or conditional language such as "Void after 90 Days," "Paid in Full," "Void Over $100" or similar statements). We may pay any Item drawn against your Account regardless of any restrictions printed on it, unless we have agreed in writing to honor restrictions. e. Your Liability. You are liable for all losses, claims, damages or expenses incurred by any person that cashes or accepts your Items for deposit due to a delay in the return of the Item which results from: (i) any restriction printed on the Item written against your Account; (ii) any material appearing on the back of the Item (including without limitation blacked out areas and printed or written text or numbers); or (iii) the condition of the Item when you issue it. f. Dates on Items. 1) We reserve the right to pay or return Items drawn against your Account without notice to you and without any liability to you, regardless of whether an Item is “stale” (meaning that the Item bears a date more than six (6) months in the past) or the Item is not dated. 2) If you date a check in the future (referred to as a “postdated” check) and the check is presented for payment before the date of the check, we may pay it or return it unpaid. You agree that if we pay the check, the check will be posted to your Account on the date we pay the check, even though the posting date is prior to the date of the check. You further agree that we are not responsible for any loss to you if we pay the check. If we return a postdated check, we may return it to the presenter of it. 3) You may submit a request for us to not honor a postdated check (a “Postdating Request”). Unless otherwise provided by the Agreement, Postdating Requests will be treated as Stop Payment orders (see the section entitled “Stop Payments” for more details). You are responsible for revoking Postdating Requests once the check is no longer postdated. g. Substitute Checks and Electronic Files Pertaining to Original Checks. 1) You will not cash or deposit any substitute check (a paper reproduction of an original check that meets the requirements of federal law and is suitable for automated processing by banks) or image documents intended as substitute checks that have not been previously endorsed by a bank. 2) If you cash or deposit a substitute check or a purported substitute check into your Account instead of an original check, you are liable for losses, costs and expenses we may pay or incur due to: (i) that substitute check not meeting applicable substitute check standards or (ii) duplicate payments associated with the Item. h. Image Copies. 1) A financial institution on which a returned Item is drawn, also referred to as a “returning bank,” may send us an electronic notice of return, an indemnified copy of the original Item, an image replacement document or an image (all of these referred to as an “image copy”). We may in our sole discretion receive the return

BANK OF BLUE VALLEY | MEMBER FDIC 16 BBV0272 of any Item you deposit or cash by Image Copy from the returning bank. You will be bound by an image copy just as if the original Item had been returned. If the Item you deposit or cash is a check or other paper Item, we may not be able to provide you the original should you request it. 2) We may in our sole discretion return any Item presented to us for payment from your Account by providing the Item to the returnee using an image copy of the Item or other form of electronic return.

i. Foreign Items/Foreign Currency. A “non-U.S. Item” is an Item that is drawn on a financial institution not chartered in the U.S. or that is payable in a foreign currency. We may, but are not required to, accept non- U.S. Items for deposit or collection. The Regulation CC Funds Availability Disclosure may not apply to any Non-U.S. Item we accept for deposit or collection. If we accept a non-U.S. Item for deposit or collection, the actual amount you receive will be determined using our exchange rate that’s in effect when we’re paid for the Item, and will be adjusted to reflect final exchange rate. You accept all risks associated with foreign currency fluctuation (exchange rate risk) and with any late return of the Item, and you will be responsible for any loss incurred by us as a result of our processing the Item. If a non-U.S. Item we accept for deposit or collection is returned later for any reason, we will charge your account at the applicable exchange rate in effect at the time of the return, which may be more or less than the exchange rate originally used for the deposit.

j. Lost or Destroyed Items. 1) We will not be liable for the loss or destruction of an Item or notice of nonpayment that is in transit or not in our possession. 2) If an Item you cash or deposit is lost or destroyed, you agree to cooperate with us in recreating it. If you fail to cooperate with us, we may at any time without notice to you reverse or otherwise adjust any credit made to your Account for the lost or destroyed Item. 3) If any Item you cash or deposit cannot be collected because it is lost or destroyed through no fault of ours: (i) we will have no responsibility to you for the actions or inactions of any collecting or returning back and (ii) we may deduct the amount of that Item from your Account and we may reverse any interest we paid in connection with the deposit.

13. Stop Payments. Subject to certain limitations, you may request us to stop payment (“Stop Payment”) on checks and other Items written against your Account. To request a Stop Payment, you may do so in writing, in person, or by telephone. We may charge you a fee each time you request a Stop Payment order. Please refer to the applicable Schedule for more details.

a. Content. To be valid for each Item a Stop Payment order covers, the content of a Stop Payment order must include: (i) your name; (ii) the date of the Item; (iii) the Account number on which the Item is drawn; (iv) the exact amount of the Item; (v) the Item number (or range of numbers if applicable); (vi) the name of the payee; and (vii) any other information we request. We may, but are not required to, process a Stop Payment order using only a portion of this required content. We will not be liable for failing to honor a Stop Payment order if any of the information you provide that we rely upon in processing a Stop Payment order is incorrect or incomplete. A confirmation letter detailing your stop payment request will be sent to you. You must notify us immediately of any inaccuracies in the confirmation letter.

b. Other Requirements. A Stop Payment order will only be processed if we receive it in a time and manner giving us reasonable opportunity to act upon it before we pay, accept or otherwise become accountable for the Item(s) covered by it. Each Stop Payment order is subject to our verification that the Item described in the Stop Payment order has not been already paid.

c. Effectiveness. Unless otherwise provided, each valid Stop Payment order processed by us will expire six (6) months after the date you request the Stop Payment order. If you wish to revoke a Stop Payment order earlier than this, you must notify us of this in a time and manner that gives us reasonable opportunity to act. For ACH transactions, a Stop Payment order will expire at the earlier of (i) six (6) months; (ii) the return of the ACH entry Item to which the Stop Payment order relates or (iii) your revocation of the Stop Payment order pursuant to the Agreement. We may, but are not required to, pay any Item covered by a Stop Payment order after it expires,

BANK OF BLUE VALLEY | MEMBER FDIC 17 BBV0272 with no duty to notify you except for identifying the Item as paid on your Statement.

d. Renewal. You must renew a Stop Payment order if you do not want it to expire. A Stop Payment order may be renewed for an additional six (6) month period following the date it would otherwise expire if renewed while the Stop Payment order is still effective. Each renewal is treated as an additional Stop Payment order.

e. Limitations. You may not stop payment on an official bank check, certified check, cashier's check or teller's check issued by us or request us to Stop Payment on any Item if we have already paid, accepted or otherwise become accountable for the Item. In addition, you may not stop payment on Items governed by separate agreement, such as a check guaranty agreement. Further, you may not stop payment on an Item after acceptance of the Item by us.

f. Liability to Payee. A Stop Payment order will not have any effect on any liability you might have to the payee of a check covered by the Stop Payment order or the payee’s right to collect on that check or the transaction underlying it.

g. Items Paid Over Valid Stop Payment Orders. Unless otherwise provided, if we pay a check over a valid Stop Payment order, we will credit your Account for the amount of loss you prove has occurred or the face amount of the check, whichever is less. However, we will not be liable to you if we pay a check over a valid Stop Payment order and will not credit your Account if: (i) your Stop Payment order does not meet the requirements of this section; (ii) you cannot show to our reasonable satisfaction that you were not liable for payment of the check and were not otherwise required to pay the payee; (iii) you cannot show to our reasonable satisfaction that you did not benefit from our payment of the check or (iv) if we are not liable for paying the check under applicable law or we are required to pay the check under applicable law.

14. Insufficient Funds and Overdrafts.

a. Generally. “Insufficient funds” means that there are not enough funds in your Account to pay for a withdrawal or debit Item being presented against your Account. If there are insufficient funds in your Account to cover any withdrawal or debit Items presented against your Account, such Items will be handled in accordance with our overdraft procedures, including the procedures described by this section and possibly the discretionary “Overdraft Privilege” policy described in the following section, or in accordance with any other agreement you may have with us (such as an agreement for an overdraft protection program).

b. Determining Overdrafts. We may determine the funds available in your Account in connection with determining whether payment of an Item will create an overdraft at any time between the time we receive the Item and the deadline for us to take action on the Item. We are not required to make this determination more than one (1) time during this period. You should note that sometimes we authorize a transaction at a time when you have enough available funds to cover it, but because other transactions post before it and reduce your Available Balance, the transaction creates an overdraft when we post it to your Account. If we get a batch or multiple batches of Items in a day, and if one, some or all of them would overdraw your Account if paid, we will generally post Items in accordance with the procedures described in the “Posting” section. This may result in larger dollar Items being processed before small dollar Items, even though this would have the effect of reducing your Available Balance more quickly.

c. Our Options. You do not have the right to withdraw funds that exceed the funds available in your Account. When an Item will overdraw your Account and cause an overdraft, we can either pay the overdraft or return the Item. You have no right to choose which Items we pay or return. If we choose to pay one or more overdrafts, we are not obligated to cover any future overdrafts.

d. Fees. A service charge may be assessed on any Item that will overdraw your Account, regardless of whether we pay or return the Item. This is referred to as an “overdraft fee” if we pay the Item and a “returned Item fee” if we return the Item. An overdraft fee is assessed for each Item we pay that causes your Account to be overdrawn or while your Account is already overdrawn. Please refer to the applicable Schedule for more

BANK OF BLUE VALLEY | MEMBER FDIC 18 BBV0272 information about what fees will apply and how fees are calculated.

e. Avoiding Overdrafts. It is important to keep track of your Available Balance and to manage your funds responsibly by keeping track of transactions (including outstanding checks or debit transactions you have authorized). You can avoid fees for overdrafts and returned Items by making sure that your Account always contains enough available funds to cover all of your transactions. When your Account balance includes some funds that are subject to a Hold, dispute or legal process, you should note that those funds are not available to cover your transactions.

f. Your Responsibility. You must promptly pay the amount of any overdraft or any other negative Account balance along with any applicable service charges. You agree, immediately upon notice from us, to deposit funds into your Account sufficient to cover any overdraft plus applicable service charges, if required. If you do not meet these obligations, we may charge you additional fees, close your Account, report you to a credit reporting agency or all of these. You authorize us to use the funds from any subsequent deposit to your Account to pay any overdraft and resulting fees.

15. Discretionary Overdraft Privilege Policy; Other Overdraft Protection.

a. Applicability. As a general matter, the overdraft policies outlined in the section entitled “Insufficient Funds and Overdrafts” will apply when overdrafts occur on your Account. The overdraft procedures and the other terms of the Agreement will control any possible conflict between any provision of this section relating to the “Overdraft Privilege” policy outlined below and the other term and conditions of the Agreement.

b. Overdraft Privilege. If your Account remains in good standing your Account will be eligible for Overdraft Privilege, an automated service for approving your overdrafts up to a pre-determined limit. Keeping your account in “good standing” includes, at minimum: (i) making regular deposits consistent with your past practices; (ii) depositing an amount equal to the amount of discretionary overdraft privilege extended to you or more in your Account within each thirty (30) day period and bringing your account to a positive balance and maintaining that balance in a positive position for 24 hours within every thirty-five (35) day period; (iii) not being in default on any loan or other obligation to us; and (iv) not being subject to any legal or administrative order or other legal process. For Overdraft Privilege, we will consider approving your reasonable overdrafts, limited to a maximum “overdraft privilege limit” of $750 Overdraft (negative) balance. Overdraft Privilege will apply to your ATM and Card transactions unless you “opt out” of receiving overdraft coverage for such transactions. If you do not wish to participate in Overdraft Privilege or wish to opt out of Overdraft Privilege for ATM and Card transactions, please contact your local branch.

c. Fees and Charges. Any and all applicable fees and charges, including overdraft fees and any interest charges (as set forth in the applicable Schedule) will continue to be charged to you and will be included in the overdraft privilege limit. The total of the discretionary overdraft privilege (negative) balance, including any and all applicable fees and charges such as overdraft fees, are due and payable upon demand.

d. Discretionary Courtesy. Payment of reasonable overdrafts under the standard or full overdraft privilege is a discretionary courtesy and not a right or obligation. It is within our sole discretion and we can cease either standard or full overdraft privilege at any time without notice and for any reason.

16. Setoff and Security Interest. This section details some of our rights regarding debts owed by you to us. The term “debts” includes all debts and liabilities owed by you to us, whether existing now or in the future, whether direct or contingent and whether joint or individual. These debts include without limitation debts or fees arising from overdrafts, endorsements, guarantees, loans, attachments, garnishments, levies, attorneys' fees or other obligations or amounts you owe us.

a. Setoff and Recoupment. If you owe a debt to us, we will have the right to deduct funds from your Account and all your other accounts held with us without notice for all or part of the debt, unless applicable law requires otherwise. This includes setoffs and any other deductions not considered setoffs but that are authorized under the Agreement, referred to as “recoupments.” Our right to deduct funds applies to any debts you owe to us,

BANK OF BLUE VALLEY | MEMBER FDIC 19 BBV0272 whether or not the debt is due at the time of the deduction.

b. Security Interest. You give us a lien on and security interest in your Account and all your other present or future accounts held with us to secure any debts you owe to us. If you fail to pay any debt you owe to us when that debt is due, we may enforce our lien and security interest without demand and without notifying you in advance unless applicable law requires otherwise.

c. Enforcement of Our Rights. Our enforcement of our right to deduct funds from your Account or our lien and security interest in your Account will reduce your Available Balance and may result in interest penalties, early withdrawal charges or other fees to you or in overdrafts.

d. Exceptions. Our rights under this section do not apply: (i) to any IRA, HSA, Keogh plan or Trust Accounts or other tax-deferred retirement accounts; (ii) to transactions with us if we fail to provide any required disclosure of our rights under this section; or (iii) if our records show to our satisfaction that you own the Account in a representative capacity.

17. Checking Accounts. If your Account is a checking account (meaning that it is an account you can write checks against), the following terms apply:

a. Checking Sub-Accounts. 1) We may establish on your behalf a transaction sub-account and a savings sub-account. 2) All Account information will continue to be provided to you as if you had one Account, and this structure will not affect your Available Balance, service charges, FDIC insurance, interest earnings, your Statement or any other feature of your Account. 3) We will allocate funds between the two sub-accounts as we consider appropriate. When we receive debit Items payable from your Account, they will be charged against the transaction sub-account. Funds not routinely needed to pay debits may be periodically transferred to the savings sub-account. We will transfer funds from the savings sub-account back to the transaction sub-account as necessary to pay debit Items in excess of the balance in the transaction sub-account. The remainder of your balance will be maintained in the transaction sub-account. If interest is paid on your Account balance, the interest calculation will be the same for both the savings sub-account and the transaction sub-account. If interest is not paid on your account balance, the savings sub-account will be non-interest bearing.

b. Checks. Checks and other Item documents you use must be on forms obtained through or approved by us. You must comply with our specifications for such Items. We will not be liable for the untimely return of any Item you have issued or any presentment-related problem resulting from the failure of an Item to confirm in any respect to our specifications. We will not be responsible for losses that result from improper printing on documents we don’t approve. We may refuse to accept for deposit or pay checks in a form that we cannot process using our customary equipment.

18. Savings and Money Market Accounts. If your account is an interest bearing account and is not a NOW account or time deposit, the following terms will apply:

a. Limits on Transfers and Withdrawals. 1) If your Account is a savings or money market deposit account, federal law requires that you may make no more than six (6) transfers and/or withdrawals during any one (1) calendar month or Statement cycle (the period from one Statement to the next) or similar period of at least four (4) weeks: (i) to another of your accounts with us or to a third party by means of a preauthorized or automatic transfer; (ii) by telephone (including fax) or online banking agreement, order or instruction; (iii) by check or draft (if you can write checks or drafts against your Account); (iv) by debit card (if we have issued a debit card for your Account); or (v) by similar order by you and payable to third parties. 2) These limits do not apply to withdrawals from your Account: (i) to another of your accounts with us (if not by pre-authorized or automatic transfer); (ii) for purposes of repaying loans you have with us and related expenses; or (iii) if made by mail, messenger, at an ATM or in person.

BANK OF BLUE VALLEY | MEMBER FDIC 20 BBV0272 b. Excess Transactions. If you make withdrawals or transfers from your Account which exceed these limits we may: (i) close your Account and place the funds in it in another account that you are eligible to maintain (which may pay less or no interest); (ii) change your type of Account; or (iii) take away the transfer and draft capabilities of your Account. We may also refuse to allow withdrawals or transfers that go over these limits and may charge you a fee for requesting those withdrawals or transfers.

19. Interest. If your Account earns interest, the following terms apply:

a. Payment of Interest. We will pay interest at the annual rate of interest ("Interest Rate") specified on the applicable Schedule we provide to you. This Schedule sets forth the frequency of interest payments, the frequency of any compounding and crediting, the interest accrual basis, the balance on which interest will be paid and any minimum balance requirements; but does not reflect compounding.

b. Minimum Balance Requirements. The applicable Schedule may specify a minimum balance that you are required to maintain in your Account. If the minimum balance is not maintained during a specified period, we may decide, at our option, not to pay interest on your Account, to charge a fee for that period or both. You should review any minimum balance requirements on the applicable Schedule.

c. Interest Rate. The applicable Schedule will indicate the method used to calculate interest. The initial Interest Rate is the current annual rate of interest that we will pay on the specified balance in your Account. We may pay interest at different rates, depending on the amount deposited and the type of depositor. If your Account has a variable Interest Rate, we have the right to change the rates and fees in accordance with the terms of the Schedule, without limits and without notice.

d. Interest Compounding and Crediting. The applicable Schedule will indicate the interest compounding and crediting frequency for your Account (if any). Compounding generally means that interest is being accrued on earned interest. Interest may be compounded more frequently than interest is credited to your Account.

e. Interest Accrual. Interest for your Account will begin to accrue on the business day we receive credit for your deposit. For deposits made by cash or electronic fund transfers, interest begins to accrue on the business day of your deposit. We may accrue interest on your Account more frequently than we pay or credit interest.

20. Account Ownership. We may rely solely on our records to determine the form of ownership of your Account. If the Owner of your Account is an entity and not a natural person, this entity is the Owner and not any agent acting on behalf of the Owner. We may presume that any person named in addition to you on our records for your Account owns the funds in your Account as a Co-Owner unless our records indicate that person is an authorized signer or has some other relationship to the Account. The failure of a person identified in our records as an Owner or Co-Owner of your Account to sign a Signature Card (or other documentation) does not prevent us from treating such a person as an Owner or Co-Owner of your Account. Each Owner of your Account is, acting alone, authorized to perform all the transactions available to your Account, including: (i) making deposits or withdrawals by whatever means available for your Account; (ii) obtaining and releasing information regarding your Account; (iii) signing or authenticating any document in connection with your Account; and (iv) designating authorized signers or otherwise giving rights to others to access your Account.

21. Authorized Access.

a. Agents. An “agent” is any person authorized by the Owner(s) of your Account to act on behalf of the Owner(s) regarding the Account. An agent includes without limitation: (i) any person listed on a Signature Card for your Account or in any resolution or certificate of authority as being authorized to act on behalf of the Owner(s) of the Account and other persons that you authorize to make withdrawals or transfers from your Account by whatever means the Agreement allows; (iv) any person to whom you make your unissued checks or other paper Items or Account number(s) available for purposes of transacting business on your Account; (v) any person to whom you make any access device or access information available; and (vi) any person appointed by a court or other administrative body of competent jurisdiction to act on your behalf or your estate’s behalf

BANK OF BLUE VALLEY | MEMBER FDIC 21 BBV0272 concerning your Account.

b. Powers of Agents. Agents for your Account may: (i) make deposits to your Account or withdrawals from your Account; (ii) get and release information concerning your Account; (iii) sign any Item or document concerning your Account; and (iv) change the ownership on your Account.

c. Designating Agents. Any Owner of the Account may designate authorized signers to act on the behalf of all Owners of the Account concerning the Account. If you designate an agent:

1) We may require you to sign forms we approve or provide us with other legal documents acceptable to us for this designation to be effective. 2) We are not responsible for monitoring the actions of your agent or making sure the acts of your agent are for your benefit. 3) The powers you give your agent and any limitations on these powers are between you and your agent, even if we have express written notice of those powers. Unless otherwise provided by applicable law, all Owners of your Account will be liable for all actions of an agent concerning your Account, regardless of whether these actions exceeded the authority given to the agent or whether the agent is not approved by all Owners. 4) On any transactions involving the Account, we may rely on the instructions of any agent and you agree not to hold us responsible for any loss or damage you incur as a result of us following the instructions given to us by your agent.

d. Other Authorization. If you authorize any third person, such as a bookkeeping service, an employee or agent of yours, to retain possession of or prepare Items, you agree to assume full responsibility for any errors or wrongdoing performed or caused by such third person or any of its agents or employees.

e. Modification/Revocation. We may continue to recognize your designation of an agent or other authorization related to your Account until we have received written notice from you regarding the modification or revocation of this authorization and we have had reasonable time to act upon this notice.

22. Restricting Your Account; Legal Process.

a. Restricting Your Account. For any of the reasons outlined in this provision, we may “restrict” your Account, meaning that we may do any or all of the following: (i) put a “Hold” on all or part of the funds in your Account; (ii) refuse to accept deposits to your Account or process other credit transactions to your Account; (iii) remove all or part of the funds in your Account and hold them in a separate account that does not pay interest; (iv) close your Account; (v) pay part or all of the funds in your Account over to a court or other administrative body of competent jurisdiction; or (vi) require you to give us a liability bond. Unless otherwise provided by applicable law, we may restrict your Account for any reason provided by this section without advance notice to you and without any liability to you for doing so. If we restrict your Account, we will generally provide notice to you as soon as reasonably possible, though we may not provide advance notice if we believe that doing so could result in a security risk to us or the Owner(s) of the Account. If applicable law requires notice, we will provide it.

b. Legal Process. “Legal process” means any document that appears to have the force of law that requires us to place a Hold on, or pay out funds from, your Account. Legal process includes without limitation any garnishment, levy, government request for information, forfeiture, seizure, or other order from a court or government agency relating to your Account. 1) We may accept and act on any legal process we believe is valid, whether served in person, by mail or by electronic notification, with no liability to you for doing so. In acting on any legal process, or if we are not sure how your Account is affected by legal process, we may restrict your Account, including by putting a Hold on your Account until we determine who has the legal right to the funds in the Account (which may include requiring a court order telling us where to pay the funds). 2) Any legal process is subject to our security interest and right of setoff. Any fees or expenses we incur in responding to any legal process may be charged against your Account or any other account you hold with

BANK OF BLUE VALLEY | MEMBER FDIC 22 BBV0272 us. We may charge you a legal processing fee or charge you for costs or expenses we incur in complying with legal process as permitted by applicable law.

c. Legal or Administrative Proceeding. We may restrict your Account if it is involved in any legal or administrative proceeding or if we reasonably believe that doing so is necessary to avoid loss. If you file for bankruptcy or bankruptcy is filed against you, we may restrict your Account, including by putting a Hold on your Account or turning funds in your Account over to a bankruptcy trustee.

d. Adverse Claims or Disputes. If any person makes a claim against funds in your Account or there is a dispute over matters such as the ownership of your Account or the authority to withdraw funds from your Account we may, without any liability to you, take one or more of the following actions: (i) restrict your Account until the claim or dispute is resolved to our satisfaction; (ii) continue to rely on the Signature Card(s) for your Account; or (iii) honor a claim upon our receipt of evidence satisfactory to us to justify the claim. We may charge your Account for expenses and fees we incur in taking these actions. If we are notified of a dispute, we do not have to decide if the dispute has merit before taking further action.

e. Conflicting Instructions. If we receive conflicting instructions from agents regarding the Account, we may place a Hold on the Account until such conflict is resolved to our satisfaction.

f. Loss Prevention. As part of our loss prevention program, when we suspect that irregular, unauthorized or unlawful activities may be involved with your Account, we may put a Hold on your Account pending an investigation of such suspected activities; or we may close your Account and open a new account.

g. Requests for Information. If we receive any subpoena, court order or request for information or documents relating to your Account from a governmental entity, we are authorized to comply with it.

23. Systems and Software. We will not be responsible to you for any loss or damages suffered by you as a result of the failure of systems and software used by you to interface with our systems or systems and software utilized by you to initiate or process banking transactions whether such transactions are initiated or processed directly with our systems or through a third party service provider. You are solely responsible for the adequacy of systems and software utilized by you to process banking transactions and the ability of such systems and software to do so accurately.

24. Account Information.

a. Statements. We will from time to time provide you with Statements. Unless otherwise provided, we will send Statements monthly. You must notify us in writing within thirty (30) days if you do not receive a scheduled Statement.

b. Communications. We will from time to time provide to you other information related to your Account, which may include disclosures, notices, messages and other information or data relating to the Agreement or your Account (together these are referred to as “Communications” or a “Communication”).

c. Delivery. Depending on the type of account, we will send you Statements to your Mailing Address or provide you access to electronic Statements. You are responsible for notifying us of your correct Mailing Address or e- mail address and updating us of any changes to either. We will provide Communications to you by sending them separately to your Mailing Address, including them with a Statement or, if authorized, via electronic communication. We will be considered to have delivered Statements and Communications we mail to you as of the second business day following the day a Statement or Communication was mailed to your Mailing Address or as of the first business day following the day a Statement or Communication was sent to you via electronic communication.

d. Your Responsibility to Review. You are responsible for promptly and carefully reviewing all Statements or Communications we provide to you (together referred to as “Account Information”) and for reporting any transactions that were not authorized by you (“Unauthorized Transactions”) or errors reflected by Account Information to us. Account Information will be considered to correctly reflect your transactions, such as

BANK OF BLUE VALLEY | MEMBER FDIC 23 BBV0272 deposits, withdrawals, refunds, imposition of fees, interest or dividends, and other debits and credits to your Account, unless you notify us in writing within the time limits provided in the Agreement. Please refer to the section entitled “Unauthorized Transactions and Errors” for more details regarding the time limits and procedures for notifying us of Unauthorized Transactions and errors and other related provisions.

e. Changing Your Address. You must notify us of any change in your Mailing Address. We may act on any instruction to change your Mailing Address from any person we reasonably believe is acting on your behalf. We will act on instructions to change your Mailing Address within a reasonable time after we receive such instruction. We may also change your Mailing Address if we receive an address change notification from the U.S. Postal Service, or if we receive notification from a business that provides corrected address information.

f. Combined Statements. If you have multiple Accounts with us under the same name, your Statements for these Accounts will be automatically combined into a single Statement.

g. Returned and Unclaimed Account Information. Unless otherwise provided by applicable law: 1) Returned Account Information. If Account Information sent to you is returned as undeliverable, we may discontinue mailing Account Information to you until you provide a valid address to us, though they will be considered available to you on the day they are made available. We may destroy any Statements or Communications that are sent to you and returned as undeliverable. 2) Unclaimed Account Information. If you have requested us to hold your Account Information for pickup, it will be considered as delivered to you on the day they are made available. If we hold your Account Information for pickup and you do not claim it within ten (10) days of it being made available, we may send it to your Mailing Address or destroy it.

25. Lost or Stolen Items. If any of your unissued checks have been lost or stolen, or someone is issuing unauthorized paper Items against your Account, or unauthorized Items occur against your Account, you must immediately notify us of this in writing. If we become aware of or we suspect any such problem, we may take one or more of the following actions: (i) close your Account and open a new account or (ii) dishonor any check you indicate or we believe may have been lost or stolen or pay such a check provided that you have instructed us to pay it (and given us the number of that check). Unless otherwise provided by applicable law, you will be liable for any losses that result from your failure to use ordinary care in safeguarding your unissued checks.

26. Unauthorized Transactions and Errors. This section contains general provisions regarding Unauthorized Transactions and errors related to your Account.

a. Reporting Unauthorized Transactions or Errors. 1) You must notify us in writing within thirty (30) days after a Statement is made available to you if the Statement lists or indicates any Unauthorized Transactions or errors. This includes without limitation: (i) an Item that you did not authorize or that is altered; (ii) any encoding errors; or (iii) any other errors involving additions or subtractions (debits or credits) to your Account. 2) You must notify us in writing of any unauthorized, improper or missing endorsements on Items within six (6) months after a Statement reflecting this is made available to you. 3) You must notify us in writing of an altered or forged Item within thirty (30) calendar days after the Item or a Statement reflecting this is made available to you.

b. Notification. You must submit written notices required by this section in affidavit form if requested by us.

c. Investigation. We will investigate any Unauthorized Transactions or errors you report to us. You must provide us with all information we need to investigate an alleged Unauthorized Transaction or error. You must also file any police reports and provide any supporting affidavits and testimony we reasonably request.

d. Failure to Notify. Unless otherwise provided by the Agreement or applicable law: (i) we will not be liable to you for any Unauthorized Transaction or error if you do not notify us within the required period of time, and in such cases we will not be required to reimburse you for any related loss to you; (ii) we will not be liable to you for any Unauthorized Transactions committed by the same person on your Account that could have been

BANK OF BLUE VALLEY | MEMBER FDIC 24 BBV0272 prevented if you had complied with your obligations for notifying us of Unauthorized Transactions; and (iii) if you fail to notify us of an altered or forged Item or signature within the required period of time, we will not be liable for any subsequent Items we pay in good faith which contain an unauthorized signature or alternation by the same person unless you notify us within ten (10) calendar days after the first altered or forged Item or a Statement reflecting this is made available to you.

e. Credits to Your Account. We may, but are not required to, provisionally (temporarily) credit your Account during our investigation regarding an Unauthorized Transaction or error for all or a portion of the amount claimed. We may reverse this credit if: (i) you fail to submit or sign documents required by us; (ii) you fail to cooperate fully with our investigation of the claim or our efforts to recover funds related to the claim; or (iii) we determine that the transaction that gave rise to the claim was proper.

f. Adjustments. If you or we (or both of us together) make an error on your Account, we may fix that error without first notifying you, including without limitation when the amount of one of your Items is paid for the incorrect amount, a deposit to your Account is added incorrectly or we apply a deposit to the wrong account.

27. Protection Against Fraud and Unauthorized Items. It is your responsibility to protect: (i) your Account Information, Account number(s) and other information related to your Account; (ii) any access device we provide for your Account (such as a debit card) or equipment that may allow access to your Account; and (iii) your checks and other paper Items. An unauthorized person’s access to your Account number may alone be sufficient to allow that person to initiate Unauthorized Transactions.

a. Risk of Loss and Controlling Risk. You acknowledge that there is a growing risk of losses resulting from unauthorized Items. We offer services that help control the risk from unauthorized Items. These services include: (i) Positive Pay and Account Reconciliation Services and (ii) ACH Fraud Filters. Additionally, we strongly recommend that you impose a dual-control environment, maintain up-to-date virus protection software and firewalls, update employee access when employment is terminated or an employee is reassigned, and use a stand-alone personal computer for all online banking and ACH origination activity.

b. Assumption of Risk. If we have expressly recommended that you implement one or more of the services or controls listed above (or any other service or control related to fraud prevention that we offer after the date of the Agreement) and you either decide not to use the recommended service or fail to use the recommended service in accordance with the applicable service description or other documentation applicable to the service, you will be treated as having assumed the risk of any losses that could have been prevented if you had used the recommended service in accordance with the applicable service description or applicable documentation. As a result: 1) You will be precluded from asserting any claims against us with respect to any unauthorized, altered, counterfeit, or to other fraudulent transactions occurring in your accounts that the product or service was designed to detect or deter. 2) We will not be required to re-credit your Account or otherwise have any liability for such transactions. 3) You will indemnify us for any loss or expense (including, without limitation, reasonable attorney’s fees to the extent permitted by law) relating in any way to such transactions, so long as we otherwise satisfied our duty of care with respect to the other aspects of such transactions.

28. Standard of Care; Liability. For the purposes of this section, “we,” “our” and “us” includes us and our affiliates, officers, directors, employees and agents.

a. Standard of Care. We will exercise ordinary care in meeting our obligations under the Agreement. “Ordinary care” requires only that we follow standards that do not vary unreasonably from the general standards followed by similar situated banks.

b. Acts Beyond Our Control. Neither you or we will be deemed to be in default of any of the obligations required to be performed under the Agreement if performance is delayed, hindered or becomes impossible because of acts beyond your or our control (including without limitation any act of God, natural disasters, accident, equipment failure, system failure, labor dispute, the potential violation of any guideline, rule or regulation of

BANK OF BLUE VALLEY | MEMBER FDIC 25 BBV0272 any government authority or the failure of any third party to provide any service used in connection with providing services to you under the Agreement).

c. Our Liability. We are responsible for processing your Items and transactions concerning your Account using customary banking practices. If we make a mistake in processing Items or transactions and charge you more than we should have, or failed to give you credit you were due, we will correct the error as long as you give us sufficient and timely notice and an opportunity to fix it. However, we will not be liable in any event for losses or damages in excess of the amount of the transaction (the “face amount”).

d. Limitation of Liability. Unless otherwise provided by applicable law, we will not be liable for: 1) Errors that do not result in a financial loss to you. 2) Any losses that result from our use of customary banking practices or for any losses provided that we have acted in good faith and with ordinary care. 3) Any action we are authorized or permitted to take by the Agreement (including without limitation making deductions to your Account or putting a Hold on your Account), even if this results in your account having insufficient funds or causes an overdraft or otherwise causes you to incur fees, expenses or damages. 4) Your misconduct, errors or negligence or an act or failure to act of any person not directly within our control. 5) Anything we do in following your instructions (or those of your agents), or for not following such instructions if we reasonably believe that this would expose us to potential loss or civil or criminal liability, or conflict with customary banking practices.

e. Limitation on Damages. IN CONNECTION WITH YOUR ACCOUNT AND THE AGREEMENT, WE WILL NOT BE LIABLE FOR INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES REGARDLESS OF THE FORM OF ACTION AND EVEN IF YOU OR WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation will not apply where expressly prohibited by applicable law.

29. Indemnification. For the purposes of this section, “we,” “our” and “us” includes us and our affiliates, officers, directors, employees and agents. Except to the extent that we fail to exercise ordinary care or we breach the Agreement, and to the extent permitted by applicable law, you agree to indemnify us and hold us harmless from all claims, demands, losses, liabilities, judgments and expenses (including attorney fees and legal expenses) arising out of or in any way connected with: (i) the Agreement and performance under the Agreement and (ii) services we provide to you under the Agreement or pursuant to your instructions (or those of your agents). This section will survive the closing of your Account and the termination of the Agreement.

30. Changes to the Agreement.

a. Our Right to Change the Agreement. The terms and conditions of the Agreement may be changed by us from time to time (each constituting a “Change”). We may make Changes by adding, modifying or deleting terms and conditions of the Agreement. Changes we make may include without limitation changes to rates, fees, and charges associated with your Account and features of your Account.

b. Notice of Changes. We will notify you of Change as provided by the Agreement and as required by applicable law. Unless otherwise provided, notice of any Change will be given to you at least thirty (30) days before the effective date of the change applies, though the Agreement may be changed without notice to you and effective immediately if necessary to comply with any applicable law or regulation. If any other federal or state law requires a longer notice period, we will comply with that requirement. Notice of any Change will be deemed to have been given to and received by you on the third business day after notice of the Change was provided or made available to you. Your continued use of Account after the effective date of any Change will constitute your acceptance of that Change.

c. Application of Changes. Unless otherwise provided by law, Changes to the Agreement will apply only to transactions that occur, or claims that arise, after the Changes become effective.

31. Account Changes. We may convert your Account to another type of deposit account offered by us at any time subject to any notice required by applicable law. If you have a high volume of activity, inappropriate activity or a

BANK OF BLUE VALLEY | MEMBER FDIC 26 BBV0272 negative balance or if we stop offering the type of Account you have, we may convert your Account to another type of account designed to accommodate your needs. We will provide information about any new account we open for you when we convert your Account.

32. Closing Your Account.

a. Our Right to Close. At any time for Accounts that are not Time Deposits and on any maturity date for Accounts that are Time Deposits we may close your Account or temporarily stop a service related to your Account for any reason and without notifying you in advance, unless otherwise required by applicable law. We will provide written notice to you in advance if we decide to terminate your Account relationship for any reason other than abuse of the account relationship or to prevent a loss, either separately or enclosed with a Statement. You agree that advance written notice from us will be reasonable if it is mailed to your Mailing Address immediately upon Account closure. You agree that in instances of account abuse or to prevent a loss, notice is reasonably given by us if mailed immediately upon Account closure. We may require you to close your Account and to open a new account if: (i) there is a change in authorized signers; (ii) there has been a forgery or fraud reported or committed involving your Account; (iii) any Account checks are lost or stolen; (iv) you have too many transfers from your Account; or (v) any other provision of our Agreement with you is violated.

b. Your Right to Close. You may close your Account for any reason at any time by: (i) giving us written notice or (ii) submitting a request at any of our branches. Transferring all the money in your Account or reducing the balance in your Account to $0.00 will not necessarily close your Account and may result in additional fees charged to your Account.

c. Our Obligations After Closing. After your Account is closed: (i) we will not pay further interest on the Account (if your Account pays interest); (ii) we will have no obligation to accept deposits or pay any outstanding checks or other debit Items (and you agree to hold us harmless for refusing to honor any check or other debit Item drawn on a closed Account), even if we receive or accept deposits intended for your Account after it is closed; and (iii) we may return any deposits we receive via ACH transaction to the sender.

d. Your Obligations After Closing. You agree that you will not attempt to make any further deposits or authorize any further debits to your Account once it is closed. After your Account is closed, you will remain liable for: (i) any fees or other obligations incurred prior to the date your Account is closed; (ii) any fees assessed by us in the process of closing your Account; or (iii) your responsibility to maintain sufficient funds in your Account to cover any outstanding checks or other debit Items. If an Item is submitted to us for payment after your Account is closed and we pay the Item, you will be liable to us for the amount of the Item.

e. Recurring Transactions. If you have made arrangements with a third party for recurring transactions to your Account (whether in the form of credits or debits), you must notify this third party to stop these transactions once your Account is closed. We may receive funds or other credit transactions intended for your Account after it is closed, but this does not mean your Account is “open.” We will have no liability to you if you do not receive any regularly scheduled deposit or if a regularly scheduled payment is not made for you due to your failure to notify that party in a timely fashion of your Account closure.

f. Returning Your Account Balance. The balance remaining in your Account after it is closed will be returned to you, subject to the following conditions: (i) we may hold any remaining Account balance until you claim it and we determine you are entitled to receive it, except as provided by applicable state law governing unclaimed property and (ii) any fees, claims, setoffs or other amounts will be subtracted from your Account balance before we return it to you. To return your Account balance, we may mail you a Cashier's Check for the applicable remaining Account balance. Your returned Account balance will be sent to your last known Mailing Address.

g. Interest. If your Account is an interest bearing account and is closed, there may be accrued interest that has been calculated but not credited to your Account, referred to as “accrued unpaid interest.” If there is accrued

BANK OF BLUE VALLEY | MEMBER FDIC 27 BBV0272 unpaid interest, we will pay you that interest UNLESS we have told you otherwise.

h. Reopening Your Account. We may, but are not required to, reopen your closed Account if we receive a deposit to the Account

33. Dormant/Abandoned Accounts.

a. Dormant. A “dormant” is an account that has been inactive. Subject to applicable state law, “inactive” means that there has been no deposit or withdrawal to your Account or other communication from you about your Account for an extended period of time. If your Account is inactive and we have been unable to contact you, your Account may be classified by us as “dormant.” Subject to applicable law, if we classify your Account as dormant we may charge the dormant account fee provided by any applicable Schedule and we may continue charging other fees applicable to your Account, and the Account may be presumed as abandoned.

b. Abandoned. State law governs when your Account is considered “abandoned.” Your account may be considered abandoned if you do not take certain actions within a specified period of time, as determined by applicable state law. In accordance with applicable state law, funds in abandoned accounts will be remitted to the custody of the applicable state agency, also referred to as “escheat.” If we escheat the funds in your Account, we will close your Account. We will not be liable for funds after we escheat them, and to recover funds escheated to a state you must file a claim with that state. Unless otherwise provided by applicable law, we may charge you an abandoned account fee.

c. Statements. We reserve the right not to send Statements on Accounts that are dormant or abandoned, subject to applicable law. 34. Resolving Claims. In this section, “Claim” means any claim, dispute or controversy by either you or us against the other, or against the employees or agents of the other, arising from or relating in any way to this Agreement or the deposit relationship between us. Provisions in this section limit your rights to a jury trial. You should review this section carefully.

a. WAIVER OF JURY TRIAL. YOU AND WE AGREE TO WAIVE ANY RIGHT TO HAVE A JURY PARTICIPATE IN THE RESOLUTION OF ANY DISPUTE OR CLAIM, TO THE EXTENT ALLOWABLE UNDER THE LAWS OF THE STATE THAT GOVERN THIS AGREEMENT.

b. Jurisdiction and Venue. Any action or proceeding regarding your Account or this Agreement must be brought in a court of competent jurisdiction located in the state whose law governs this Agreement. You and we submit to the personal jurisdiction of any such court and waive the right to claim that it is an inconvenient forum.

35. Governing Law. The Agreement shall be governed by and construed in accordance with all applicable federal laws and all applicable substantive laws of Kansas, the state in which our main office is located. In addition, we are subject to certain federal and state regulations and applicable clearing house and Federal Reserve rules and regulations governing the subject matter of the Agreement. You understand that we must comply with these laws, regulations and rules. You agree that if there is any inconsistency between the terms of the Agreement and any applicable law, regulation, or rule, the terms of the Agreement will prevail to the extent any such law, regulation, or rule may be modified by agreement.

36. Assignability. In this section, “transfer” means to sell, assign or pledge your Account, give a lien or security interest in your Account or otherwise transfer your Account or a portion of your Account to another person. You may not transfer your Account to anyone other than us except with our written consent. If you transfer this Account without our written consent, that transfer will not be valid or binding on us. Any pledge of your Account we approve remains subject to any right we have under the Agreement and applicable state and federal law. If you request to transfer ownership of your Account, we may require the Account be closed and a new account opened in the name of the transferee or pledgee. We may prevent you from withdrawing or transferring funds from your

BANK OF BLUE VALLEY | MEMBER FDIC 28 BBV0272 Account if you transfer your Account to another person.

37. Additional Terms.

a. Entire Agreement. The Agreement constitutes the entire agreement between you and us regarding your Account and supersedes any prior oral or written representations, conditions, warranties, understandings, proposals or agreements regarding your Account.

b. Monitoring. You understand that supervisory personnel may randomly monitor customer service telephone conversations to ensure that you receive accurate, courteous, and fair treatment. In addition, we may monitor, record and retain telephone conversations, electronic messages and other data transmissions between you and us at any time and without notice, unless applicable law requires otherwise. We will have no liability for doing or failing to do so.

c. Illegal Activities. You agree to comply with all applicable laws and regulations, including without limitation economic sanctions laws and regulations issued by the Office of Foreign Assets Control of the U.S. Department of the Treasury. You agree not to use your Account for any illegal activity, including without limitation unlawful internet gambling or the purchase of goods or services in violation of the law. We may refuse any gambling transaction, whether lawful or not. We may also refuse any transaction that we reasonably believe may involve illegal or suspicious activity. If we suspect that you or anyone else is using your Account for illegal activities, we may close your Account, put a Hold on your Account and any other accounts you have with us or both without notifying you in advance, unless otherwise required by applicable law.

d. Third Party Beneficiary. No person will be deemed to be a third party beneficiary under the Agreement.

e. Survival. The applicable terms of the Agreement continue in effect after we or you close your Account or after this Agreement is terminated.

f. Severability. If a court finds any provision of the Agreement to be invalid or unenforceable, such finding shall not make the rest of the Agreement invalid or unenforceable. If feasible, any such offending provision shall be deemed to be modified to be within the limits of enforceability or validity; however, if the offending provision cannot be so modified, it will be stricken from the Agreement and all other provisions of the Agreement in all other respects will remain valid and enforceable.

g. Waiver. You agree that we may waive, in our sole discretion, any fee, charge, term or condition set forth in the Agreement at the time the Account is opened or any time afterwards, on a one-time basis or for any period or duration, without changing the terms of the Agreement or your obligation to be bound by the Agreement. Doing so will not obligate us to provide similar waivers in the future or waive our rights to enforce the terms of the Agreement.

h. No Waiver. If we fail to exercise any of our rights under the Agreement, that failure will not waive that right or any other right, and we may still enforce all of our rights in the future.

i. Conflicts. If the Agreement conflicts with any statements made by one of our employees or agents, the Agreement will control.

j. Captions and Headings. Captions, headings and subheadings used in the Agreement are only for reference purposes and are not intended to limit the meaning or scope of the terms and conditions of the Agreement.

k. English Language. English is the controlling language of the Agreement. We may translate the Agreement or any documents or materials related to it into another language for the purposes of convenience. However, if there is a discrepancy between English language materials and materials in another language, the English

BANK OF BLUE VALLEY | MEMBER FDIC 29 BBV0272 language version is controlling unless applicable law provides otherwise. l. Fiduciary Relationship. Our relationship to you concerning your Account is that of debtor and creditor. No fiduciary, quasi-fiduciary or special relationship exists between you and us.

BANK OF BLUE VALLEY | MEMBER FDIC 30 BBV0272 Master Treasury Management Services Agreement

FORWARD

Thank you for choosing our bank for your treasury management service needs. We appreciate the opportunity to serve you. Should you have any questions about this Agreement, please contact your Relationship Manager or Treasury Management Officer.

This Master Treasury Management Services Agreement (“Agreement”) sets forth the terms and conditions of our Treasury Management services. The Agreement is comprised of the Terms and Conditions that apply to all Treasury Management sevices provided by Bank from time to time, and the Terms and Conditions that apply to the applicable Service. By enrolling in or using any Service provided by Bank, Customer accepts and agrees to the terms and conditions set forth under this Agreement.

Please review this Agreement carefully and retain it for your records. As you add Services in the future, they will also be covered by the terms and conditions contained in this Agreement. Bank may change the terms and conditions of Services provided under this Agreement. Your continued use of the Service constitutes your acceptance of the change. As new services are added to Bank’s Treasury Management product line, this Agreement will be updated to include the terms and conditions for that new service, and you will be provided with a revised document prior to your enrollment in that service.

BANK OF BLUE VALLEY | MEMBER FDIC 31 BBV0272 Master Treasury Management Services Agreement Contents

FORWARD MASTER TREASURY MANAGEMENT SERVICES AGREEMENT TREASURY MANAGEMENT SERVICES TERMS & CONDITIONS BY SERVICE ...... 9 INTERNET BANKING - InBusiness ...... 9 WIRE TRANSFER SERVICES ...... 9 Wire Transfer Procedures ...... 10 Wire Security Procedures ...... 10 Wire Notification Procedures ...... 11 ACH SERVICES ...... 11 ACH Origination ...... 11 ACH File Transmission ...... 14 ACH Transfer Security Procedures ...... 14 ACH Daily Limits ...... 15 POSITIVE PAY, ACCOUNT RECONCILIATION AND ACH INFORMATION REPORTING ...... 19 Check Positive Pay ...... 19 ACH Positive Pay/Blocks ...... 20 Account Reconcilation ...... 20 ACH Information Reporting ...... 20 SWEEP SERVICES ...... 20 Automated Account Sweep ...... 20 Cash Sweep ...... 21 Loan Sweep ...... 21 Dynamic Business Sweep: ...... 22 Repurchase Sweep: ...... 24 ELECTRONIC CHECK PROCESSING ...... 30 Definitions ...... 31 MOBILE REMOTE DEPOSIT SERVICES AGREEMENT ...... 35

BANK OF BLUE VALLEY | MEMBER FDIC 32 BBV0272 This Master Treasury Management Services Agreement (“Agreement”) is made by and between Bank of Blue Valley (the “Bank”, “Us” or “We”) and the “Customer” or “You” or “Yours”. The Bank and Customer shall also be referred to as a “Party” or collectively as the “Parties”.

By using a Service (as defined within this Agreement), Customer agrees to be bound by the terms of this Agreement, any Separate Agreements, and any supplement or amendment to any of the same. Customer also agrees that the deposit accounts to which the Services apply are governed by the agreement entitled “Business Deposit Account Agreement and Disclosure” (the “Account Terms”). Except as otherwise provided herin, where any terms and conditions contained in the Account Terms, a Separate Agreement, or any other agreement between the parties conflict with the terms of this Agreement, the terms of this Agreement shall control unless the Account Terms, a Separate Agreement to which Bank is a party, or any other agreement to which Bank is a party, provides that its terms shall prevail over the terms of this Agreement.

The Bank is a federally insured depository institution providing treasury management services (“Services”) to its customers for use with accounts maintained at the Bank and the Customer desires access to the Services available from the Bank.

NOW, THEREFORE, in consideration of the mutual promises contained herein, it is agreed as follows:

1. Services. Subject to the terms and conditions of this Master Treasury Management Services Agreement (collectively with all Schedules the “Agreement”), the Bank will provide Customer with those services as requested by Customer. Except as otherwise specifically provided in this Agreement, any changes requested by Customer shall not be effective unless the Bank has a reasonable amount of time to implement the requested amendments, revisions or modifications. The Bank may amend the terms of this Agreement or revise, modify or discontinue any Service in accordance with the provisions outlined in Section 18.

2. Authorized Representatives. Based on your instructions, a Primary Administrator has been identified. You hereby grant the Primary Administrator access to your accounts (“Authorized Accounts”), and full authority to access and use the System (defined below) on behalf of Customer, including the authority to select and change Security Procedures; request the issuance or re-issuance of Primary Administrator usernames, passwords and access devices; access and use all of the features of the System and the Services; enable, set parameters for the use of or disable any Customer controlled features of the System and each Service; use the System and Services to issue, activate, limit, or de-activate one or more usernames and passwords which may be used to access and use one or more features of the System and the Services; and authorize other persons to access and use one or more features of the System and the Services (each such person along with the Primary Administrator and each other person issued, provided or given access to any such username or password collectively referred to as “Authorized Persons”). Bank may act upon oral or written requests reasonably believed by the Bank to be from the Primary Administrator.

3. Term, Termination. This Agreement shall remain in effect until terminated in the manner provided in this Agreement. Either Party upon thirty (30) calendar days written notice may terminate this Agreement with respect to all Services. The Bank may also terminate this Agreement in its entirety, or with respect to any specific Service, without advance notice to Customer in the event that any of the following occurs: (a) any breach or default by Customer under the terms of this Agreement; (b) any breach or default under the terms of any other note, obligation, mortgage, assignment, guaranty, other agreement, or other writing to which Customer is a party; (c) the insolvency, death, dissolution, liquidation, merger or consolidation of Customer; (d) any appointment of a receiver, trustee or similar officer of any property of Customer; (e) any assignment for the benefit of creditors of Customer; (f) any commencement of any proceeding under any bankruptcy, insolvency, receivership, dissolution,

BANK OF BLUE VALLEY | MEMBER FDIC 33 BBV0272 liquidation or similar law by or against Customer; (g) the issuance or levy of any writ, warrant, attachment, garnishment, execution or other process against any property of Customer; (h) the attachment of any tax lien to any property of Customer; (i) any statement, representation or warranty made by Customer (or any representative of Customer) to the Bank at any time shall be incorrect or misleading in any material respect when made; (j) there is a material adverse change in the condition (financial or otherwise), business or property of Customer; (k) the Bank receives notice of allegations or information, without any duty of further inquiry or verification, that Customer has used any Service in violation of applicable laws or regulations, or (l) the Bank shall in good faith believe that the prospect of due and punctual payment or performance of Customer’s obligations under this Agreement is impaired.

Upon termination of this Agreement, Customer may no longer use the Services and the Bank shall not allow any Services to be used by or on behalf of Customer or by any Authorized Person to initiate any transactions with respect to Customer’s accounts with the Bank. Following termination, neither Party shall have any further obligations under this Agreement, except that: (i) Customer shall remain liable for any transactions initiated by Customer using any Service and any other liabilities or obligations arising out of Customer’s use of any Service that have not been paid, satisfied or otherwise performed prior to termination, in each case to the extent provided by the terms of this Agreement; and (ii) the rights, duties, obligations and liabilities of the Parties pursuant to Sections 9, 15, 23 and 24 shall remain in effect following termination.

4. System. Each Service will be provided using the internet or computer based banking systems made available by the Bank (the “System”) and that Customer will access through the internet using its own computers, its own internet browser software and its own internet service provider or other internet access point selected by Customer. Each Customer computer and internet browser used with any Service or to access the System must meet or exceed the specifications set forth on the Bank’s website and other implementation materials made available to Customer. Customer is solely responsible for the selection, purchase, license or lease, maintenance, upgrade, security, and any error, failure or malfunction of Customer’s computers, operating systems, internet browser software, virus software, firewalls, internet service providers or other internet access points, and internal and external communication lines and wireless communication systems, none of which shall be deemed part of the System made available by the Bank. Customer acknowledges that computer, operating system and internet browser specifications may change from time to time and that Customer is solely responsible for maintaining or upgrading its computer, operating system and internet browser software in response to any changes in specifications.

During the term of this Agreement, Customer has a nonexclusive, nontransferable license to use the System and all related System software (“Software”), and all user manuals and other implementation and reference guides, as in effect from time to time (collectively “Proprietary Data”) solely for the purpose of using the System and related Services in accordance with the terms and conditions of the Agreement. Customer acknowledges that the System may be operated by or include Software or other Proprietary Data owned and copyrighted by third parties and is being made available or sub-licensed to Customer by the Bank, subject to the terms, conditions and limitations of the Bank’s service and license agreement with such third parties. Customer acknowledges that it is not purchasing title to any Software or Proprietary Data, that such Software and Proprietary Data may not be copied or used independently of the System or related Service, and that no third party provides any support services, upgrades or technical assistance in connection with the software owned by it. Customer agrees not to decompile or reverse engineer any code contained in any Software. The Bank shall not be responsible for any computer virus or related problems that may be associated with the use of the System.

THE SYSTEM, EACH SERVICE AND ANY SOFTWARE AND PROPRIETARY DATA ARE PROVIDED “AS IS.” THIS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO THIRD PARTY PROVIDER OF THE SYSTEM OR ANY SERVICE, SOFTWARE OR

BANK OF BLUE VALLEY | MEMBER FDIC 34 BBV0272 PROPRIETARY DATA MAKES ANY EXPRESS OR IMPLIED WARRANTIES OF QUALITY, PERFORMANCE, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE.

5. Fee Schedule. Customer agrees to compensate the Bank for each Service in accordance with the Bank’s Fee Schedule, which may change from time to time. Customer hereby acknowledges receipt of the Bank’s Fee Schedule.

Customer understands that utilization of Services may cause you to incur charges and fees imposed by third parties, including, without limitation, charges imposed by any third party telecommunication provider. You agree that you will pay all additional charges in connection with or otherwise resulting from your use of the Services.

6. Security Procedures. Each Service that can be used to initiate a series of transactions, beginning with Customer’s payment order, made for the purpose of making payment to the beneficiary of the order (a “Funds Transfer”), includes procedures for verifying the authenticity of communications sent to the Bank in the name of Customer or for the detection of errors contained in any such communications (each a “Security Procedure”). Customer acknowledges that Funds Transfers may be requested using one or more Services and other products and services available from the Bank, that the Security Procedures available differ depending on the Service or other product or service selected, and that some have more than one Security Procedure available. Customer acknowledges that it has reviewed the various products and services offered by the Bank for the execution of Funds Transfers and the Security Procedures available for each, that such Security Procedures are commercially reasonable and that in selecting one or more Services and Security Procedures or requesting that all or any part of any Security Procedure be curtailed, deactivated or otherwise modified, it has elected not to use other commercially reasonable Security Procedures or Security Procedures that are commercially reasonable if used without curtailment, deactivation or modification. Except as otherwise required by applicable law, Customer agrees to be bound by and liable for all transactions initiated using the Services and Security Procedures selected by Customer in the Schedules to this Agreement, including transactions initiated using a procedure that has been curtailed, deactivated, or otherwise modified by or at the request of Customer, and all such transactions shall be deemed authorized regardless of whether such transaction was initiated by Customer or any other person authorized to act by or on behalf of Customer. Customer acknowledges and agrees that Security Procedures are in addition to and do not limit or otherwise revoke or restrict any separate Customer authority of any Authorized Person, Primary Administrator or other person (whether by course of dealing or otherwise) to authorize any action, transaction or communication or otherwise act on behalf of Customer. The Bank may also, from time to time, implement additional verification and identification steps, factors or procedures as it may deem necessary or appropriate, as an amendment to any Security Procedure selected by Customer or as an additional Security Procedure available to Customer; provided, that, no such amendment or adoption of a Security Procedure shall constitute an admission or other evidence that a Security Procedure was not commercially reasonable as and when previously selected by Customer.

Customer will establish and maintain the confidentiality of and security and control over those aspects of each Security Procedure communicated or entrusted to or created, established or selected by Customer, including but not limited to any identification codes, usernames, voice retrieval codes, passwords, access cards, access devices or code or password generating devices; all electronic, paper or other media on which any of the foregoing are maintained, recorded or stored, and each computer used to access the System or any Service. Customer further agrees that each person that is provided access or control over any of the foregoing shall be an Authorized Person and fully authorized to initiate Funds Transfers and other transactions and use the, System, Services and related Security Procedures as an authorized agent of Customer. If Customer believes that any identification codes, usernames, voice retrieval codes, passwords, access cards, access devices or code or password generating devices has become lost, compromised or known to any unauthorized person, Customer shall immediately disable such username, password, code, access card or access device established, assigned or issued by a Primary Administrator and for any username, password, code, access card or access device issued by the Bank for use by a Primary Administrator, provide telephone notice to the Bank, followed by written facsimile notice or email, and the Bank will disable such Primary Administrator username, password, code, access card or access device in question within [one] Banking Day following actual receipt of notice from any person which the Bank reasonably believes is

BANK OF BLUE VALLEY | MEMBER FDIC 35 BBV0272 authorized. For purposes of this Agreement, a Banking Day is every day on which the Bank is open to the public for purposes of carrying on substantially all of our business, except Saturdays, Sundays, and holidays that are observed by the Federal Reserve Bank.

Unauthorized Requests. The Customer is solely responsible for all requests received by the Bank. If at any time the Customer suspects that an unauthorized request has been made or that Customer Codes have or may have become known to any unauthorized person or party, THE CUSTOMER MUST IMMEDIATELY PROVIDE TELEPHONE NOTICE TO TREASURY MANAGEMENT SUPPORT AT 877-251-1953 TO BE FOLLOWED BY WRITTEN NOTICE VIA E- MAIL TO [email protected] AS SOON AS POSSIBLE, BUT NO LATER THAN THE END OF BUSINESS DAY, AFTER TELEPHONE NOTIFICATION.

CUSTOMER UNDERSTANDS AND ACKNOWLEDGES THAT CERTAIN RISKS ARE INHERENT IN THE TRANSMISSION OF OR PROVIDING ACCESS TO INFORMATION OVER THE INTERNET AND THERE CAN BE NO ASSURANCE THAT INQUIRIES OR TRANSACTION ACTIVITY WILL BE COMPLETELY SECURE OR FREE FROM DELAYS, MALFUNCTIONS, OR OTHER INCONVENIENCES GENERALLY ASSOCIATED WITH THIS ELECTRONIC MEDIUM. THE BANK MAKES NO REPRESENTATION, WARRANTY, COVENANT OR AGREEMENT THAT A SECURITY PROCEDURE WILL BE EFFECTIVE AND, EXCEPT AS OTHERWISE REQUIRED BY APPLICABLE LAW, THE BANK SHALL NOT HAVE ANY LIABILITY FOR THE BREACH OF A SECURITY PROCEDURE OR THE INTEGRITY OF THE SYSTEM OR ANY SERVICE.

Protection Against Fraud and Unauthorized Items. It is your responsibility to protect: (i) your account Information, account number(s) and other information related to your account; (ii) any access device we provide for your account (such as a debit card) or equipment that may allow access to your account; and (iii) your checks and other paper Items. An unauthorized person’s access to your account number may alone be sufficient to allow that person to initiate Unauthorized Transactions.

7. Incorrect/Erroneous Transmission. Customer will notify the Bank immediately upon detection of any incorrect or erroneous transmission, transaction request or other communication. The Bank will have no liability for failure to detect any incorrect or erroneous transmission, transaction request or other communication from Customer. If any transmission, transaction request or other communication identifies a person or account by both name and an

BANK OF BLUE VALLEY | MEMBER FDIC 36 BBV0272 identifying or bank account number, and the name and number identify different persons, any bank may rely solely on the identifying number. If any transmission, transaction request or other communication identifies a bank by both name and an identifying number and the number identifies a bank different from the bank identified by name, any bank may rely solely on the identifying bank number. The Bank shall not be responsible for any delay arising out of any bank’s attempt to reconcile inconsistencies between names and account numbers or resolve other irregularities.

8. Liability and Indemnification. Except to the extent otherwise required by applicable law, regulation or fund transfer system rule, to the extent any Service or transaction is (a) governed by or otherwise involves transactions governed by Article 4A of the Uniform Commercial Code as in effect in the state in which the main office of the Bank is located (“UCC Article 4A”), the liability of the parties shall be governed by this Agreement and the applicable provisions of UCC Article 4A and the Bank shall only be liable for Customer’s actual damages and then only to the extent such damages are recoverable under UCC Article 4A, or (b) not governed by UCC Article 4A, the liability of the Parties shall be governed by a standard of ordinary care, in which case the Bank shall only be liable for Customer’s actual damages and then only to extent caused by the Bank’s failure to exercise ordinary care. The Bank will be deemed to have exercised ordinary care if its actions or failure to act have been in conformity with this Agreement, the applicable Security Procedure and the Bank’s other ordinary procedures. In no event shall the Bank be liable for damages in excess of the lesser of 1.) the loss sustained by the Customer or 2.) The amount customer has paid for service fees over the course of the prior 6 months, except to the extent otherwise required by UCC Article 4A or other applicable laws and regulations. In the event that Customer is entitled to interest on any unauthorized or erroneously executed payment order under UCC Article 4A, the Bank will not be liable for interest unless Customer notifies Bank in writing that such payment order was not authorized or properly executed within [20] calendar days following Customer’s receipt of notification either of the acceptance of such payment order or the debiting of such order to one of Customer’s accounts at the Bank. THE BANK SHALL NOT BE LIABLE UNDER ANY CIRCUMSTANCES FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES UNDER THIS AGREEMENT, EVEN IF BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

The Bank shall not be liable for delays or failures in the performance or completion of any of its obligations under or with respect to this Agreement, beyond its reasonable control; including, but not limited to, delays or failures directly or indirectly caused by fire, flood, storm, earthquake, strikes, lockouts, labor difficulties, sabotage, war, insurrection, military operation, national emergency, mechanical, electrical or computer system breakdown, riot or civil commotion; failures of transportation, communications or power supply; any order, requisition, request or recommendation of any governmental agency or acting governmental authority or either Party's compliance therewith; government regulation, or other acts of God or causes beyond either the Bank’s reasonable control, whether similar or dissimilar to such causes.

Customer shall indemnify and hold the Bank harmless from any cost, liability or expense (including reasonable attorneys’ fees) arising from (a) any claim by a third party alleging that any transaction or other activity contravenes or compromises the rights, title or interest of any third party, or violates any applicable law, rule, regulation, fund transfer system rule, ordinance, court order or other mandate or prohibition, or (b) the breach of any representation, warranty, or covenant made by Customer to the Bank in this Agreement (“Claim”), except to the extent the Claim is caused directly by the Bank’s failure to act in accordance with Customer’s instructions given pursuant to and in the manner required by this Agreement. This paragraph shall survive termination of this Agreement with respect to acts or omissions occurring during its term.

Customer will indemnify the Bank and its directors, officers, employees, agents, successors, and assigns from and against (i) all liability, loss, or damages of any kind which may be imposed upon, incurred by, or asserted against any of them as the result of any act or omission in any way relating to or arising out of this Agreement or any Loan Transaction, except in the case of the bad faith or willful misconduct of the Bank (provided that reliance, without further investigation, on any oral, telephonic, telegraphic, electronic, or written request, notice, or instruction believed in good faith to have been given or signed by Customer will in no event constitute bad faith or willful

BANK OF BLUE VALLEY | MEMBER FDIC 37 BBV0272 misconduct by the Bank); and (ii) all costs and expenses of any kind (including, but not limited to, reasonable attorneys’ fees) which may be imposed upon, incurred by, or asserted against any of them as the result of any act or omission in any way relating to or arising out of this Agreement or any Transaction. The obligations contained in this Section will survive termination of this Agreement.

9. Recording and Use of Communications. Customer acknowledges and agrees that all telephone conversations and data transmissions through or using the System or among or between Customer, Bank, and any third parties used by Customer or the Bank and their respective employees and agents and relating to the Services, may be recorded and retained by the Bank and the Bank’s third party service providers by use of any reasonable means.

10. Statements. At least once a month, the Bank shall render a statement of account for the Customer’s Account, which statement shall be considered correct and accepted by the Customer and conclusively binding upon the Customer unless the Bank is notified to the contrary in writing within thirty (30) business days of the sending of said statement by the Bank to the Customer.

11. Electronic Statements, E-Mail Communications. If Customer has elected to receive statements electronically (“Electronic Statements”) for any accounts used with any Service or has selected a Service that gives Customer access to account statement and transaction information, Customer must promptly and regularly access and review each Electronic Statement and accompanying items and other account statement and transaction information and immediately notify the Bank in writing of any error, dispute, or irregularity; and the Bank may, at the Bank’s option, deliver disclosures, notices and other information to Customer electronically as part of an Electronic Statement or otherwise using the Service. Any applicable time period within which Customer must notify the Bank of unauthorized transactions, errors, signature issues, alterations or other irregularities shall begin on the earlier of (a) the date an e-mail is sent notifying the Customer of the availability of the Electronic Statement or other on-line transaction confirmation or acceptance that first includes the transaction or item in question, or (b) if the Customer has selected a service that allows Customer access to daily transaction information, the first date on which the transaction information or item is available on the System. Customer agrees to notify Bank immediately of any change to the e-mail address to which Electronic Statement notices are to be delivered. Customer should not rely on e-mail to communicate with the Bank immediately – for example, if Customer needs to report an unauthorized transaction from one of its accounts or if Customer needs to stop a payment that is scheduled to occur. If Customer sends the Bank an e-mail message, the Bank will be deemed to have received it on the following business day. The Bank will have a reasonable time to act on your e-mail. Customer agrees that the Bank may respond to it by electronic mail with regard to any matter related to a Service, including responding to any claim of unauthorized electronic funds transfer that Customer makes. Customer acknowledges that unencrypted e-mail is not a secure form of communication and that Customer’s complete account numbers, tax identification numbers or other confidential information should not be included in any unencrypted e-mail transmissions to the Bank.

12. Delivery of Financial Information. At least once every twelve (12) months Customer shall provide the Bank with such financial statements and other information as the Bank may reasonably request for purposes of evaluating Bank’s risk of nonpayment under this Agreement. The Bank reserves the right to perform periodic customer site inspections to ensure compliance with this Agreement.

13. Customer Business Representation. Customer represents and warrants to the Bank that each Service will be used only for Customer’s own business purposes, will not be used to initiate transactions for any third party and will not be used for personal, family or household purposes. Upon request of the Customer, the Bank may grant view only access to personal accounts provided such access is consented to by one or more owners of said personal accounts.

14. Binding Nature and Assignment. This Agreement shall be binding on the parties and their successors and assigns, but neither Party may assign this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld.

BANK OF BLUE VALLEY | MEMBER FDIC 38 BBV0272 15. Heading and Interpretation. The article and section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof.

16. Relationship of Parties. The Bank, in furnishing Services to Customer, is providing Services only as an independent contractor. The Bank does not undertake by this Agreement or otherwise to pay, perform or satisfy any obligation of Customer, whether regulatory or contractual.

17. Approvals Consents. Where agreement, approval, acceptance or consent by either Party is required by any provision of this Agreement such action shall not be unreasonably delayed or withheld.

18. Amendments; Waivers. No delay or omission by either Party to exercise any right or power accruing upon noncompliance or default by the other Party with respect to any of the terms of this Agreement shall impair any such right or power, or be construed as a waiver thereof. The terms and conditions of this Agreement, including, without limitation, the fees to be charged by the Bank to Customer, may be amended or changed by the Bank upon the mailing, to Customer, of notification of the new terms, conditions or fees. The changes will be effective immediately. At its discretion, the bank may provide notice of only the changed terms. Notice may be included in any reasonable way which would inform the customer of the change in terms. For example, the notice may be included with or on account statements, may be delivered as a separate mailing to the address reflected on the customer’s bank statement, may be delivered electronically to the Primary Administrator or may be posted on the login page for the Services. The continued maintenance of Customer’s accounts or the service affected by the change after the effective date of the change indicates Customer’s acceptance of the changes or amendments. If notices sent are returned, the change contained in the notice is still effective. No prior notice is required when any change in terms is determined by the Bank to be necessary to the services provided herein or to prevent a loss by the Bank. In such case, the Bank will send Customer notice of the change after the change becomes effective. No amendment or modification of this Agreement and no waiver of its terms will be valid unless set forth in a writing executed or delivered by the Bank. A waiver by either of the Parties of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein contained.

19. Entire Agreement. This Agreement (including the Master Treasury Management Services Agreement, Business Deposit Account Agreement and Disclosure, and all Separate Agreements, exhibits, and schedules) constitutes the full and complete agreement between Bank and Customer regarding the Services and supersedes any other agreements expressed or implied. There are no understandings or agreements relative hereto which are not fully expressed herein and no change, waiver or discharge shall be valid unless in writing and executed by the Party against whom such change, waiver or discharge is sought to be enforced. This Agreement supersedes any and all previous agreements relating to data processing services entered into between Customer and the Bank.

20. Governing Law, Use of Funds Transfer System, System Rules and Representations. Except as otherwise provided below, this Agreement shall be governed by and construed in accordance with the laws of the state in which the Bank’s main office is located. Any bank may facilitate or cancel a Funds Transfer transaction by use of any automated clearing house (“ACH”), Fedwire or other funds transfer system. The Bank will be responsible for selecting an ACH operator for transmission of the ACH entries. Customer acknowledges that Funds Transfer transactions will be subject to applicable ACH, Fedwire or other system rules and agrees to be bound by the same. Terms used in this Agreement which are defined in the applicable system rules, but not in this Agreement, have the meanings given those terms in the applicable system rules. Customer represents, warrants, and covenants to the Bank that: (a) at the time each transaction request (or any related adjustment, reversal or stop payment or posting requested or initiated by Customer) or any cancellation is executed, made or transmitted by the Bank, the information regarding it provided by Customer to the Bank is accurate and complies with the format and content specifications of the applicable funds transfer system rules and this Agreement, (b) if a transaction request requires the authorization of a third party, Customer will keep a copy of any required authorizations on file and make them available to the Bank upon request, (c) each transaction request initiated by Customer is in compliance with the laws of the United States

BANK OF BLUE VALLEY | MEMBER FDIC 39 BBV0272 of America, including, without limitation, economic sanctions maintained by the United States Treasury Department’s Office of Foreign Asset Control. Without limiting the generality of the foregoing, Customer agrees to be bound by the operating rules, and the guidelines which are part of the operating rules, of the National Automated Clearing House Association (“NACHA”) and Subpart B of Federal Reserve Board Regulation J, as applicable and in effect from time to time. The operating rules are available upon request. If the accounts to be debited and credited by a transaction request are both maintained by the Bank, the intra-bank transfer or related cancellation may be made by a book transfer rather than through a funds transfer system. If a transfer request or cancellation relates to or is part of a transaction, portions of which are subject to the Electronic Funds Transfer Act of 1978 and Federal Reserve Board Regulation E (the “EFTA Act”), as may be in effect from time to time, all actions and disputes between Customer and the Bank concerning that transfer or cancellation request shall be determined pursuant to Article 4A of the Uniform Commercial Code as in effect from time to time in the state where the Bank’s main office is located, and as varied by this Agreement, except to the extent the EFTA Act otherwise requires. Customer agrees that its breach of this Agreement may cause irreparable injury to the other party, and agrees that the other party shall be entitled to seek temporary and preliminary injunctive relief in a court of competent jurisdiction, without the necessity of proving actual damages or posting a bond, to prevent such violation

21. Bank’s Right to Audit. The bank reserves the right to periodically audit Customer’s compliance with both the terms of this agreement and any applicable provisions of the NACHA ACH Rules and Guidelines currently in effect. Customer shall provide Bank with any information necessary to conduct such audit (e.g. receiver authorizations, polices, procedures, etc.) within 10 calendar days from a date of a written request.

22. Force Majeure. Notwithstanding any other provision of this Agreement, the Bank shall not be liable for delays or failures in the performance or completion of any of its obligations under or with respect to this Agreement beyond its reasonable control, including without limitation, delays or failure directly or indirectly caused by fire, flood, storm, earthquake, strikes, lockouts, labor difficulties, sabotage, war, insurrection, military operation, national emergency, mechanical, electrical or computer system breakdown, riot or civil commotion; failures of transportation, communications or power supply; any regulation, order, requisition, request or recommendation of any governmental agency or acting governmental authority or the Bank’s compliance therewith; or other acts of God or causes beyond Bank’s reasonable control, whether similar or dissimilar to the foregoing.

23. Confidential Information. Bank acknowledges that it may obtain or have access to non-public personal information regarding Customer or its customers, and agrees to (i) maintain the confidentiality, integrity and security of such information, (ii) use such information only for the purposes set forth in this Agreement and the Account Agreement, including without limitation for the performance of its obligations and exercise of its rights hereunder, (iii) disclose such information only to its employees, agents, auditors, accountants, attorneys and regulators, and only as necessary to perform its obligations and exercise its rights hereunder, or as otherwise permitted by law, and (iv) maintain physical, technical, procedural and administrative controls and safeguards reasonably designed (taking into account the nature and circumstances of Bank business) to ensure the security, integrity and confidentiality of such information, and to protect against any anticipated threats or hazards to the security or integrity of, or unauthorized access to, such information.

BANK OF BLUE VALLEY | MEMBER FDIC 40 BBV0272 TREASURY MANAGEMENT SERVICES TERMS & CONDITIONS BY SERVICE

INTERNET BANKING - InBusiness

System Access/Security Requirements:

To access InBusiness you must have a User ID, User password and the required hardware and software. You are solely responsible for having necessary hardware and regularly updated computer security. The InBusiness service utilizes a comprehensive security strategy to protect your accounts and transactions conducted over the internet. You will be given a User ID and User password. Certain Services require an additional layer of security called an Access Token which is used to authorize transactions. During the first logon session, you will be required to change your password. We recommend you periodically change your password by visiting the link under Settings/Security Preferences.

Customer agrees to comply with the following security procedures. You acknowledge that the security procedures are for the verification of authenticity and not to detect errors in transactions. You warrant that no Authorized Representative will be allowed to initiate transfers without proper supervision and safeguards and agree to take all reasonable steps to maintain confidentiality of security procedures and any related security features. If you know, become aware, or believe security procedures have otherwise been compromised, you agree to immediately notify the bank and agree that any transactions made before or within a reasonable time after such notice to Bank shall be treated as authorized by you.

You agree to designate Authorized Persons to act on your behalf, who shall have authority to authorize all action necessary in the use of InBusiness. You agree that the Bank shall not be under a duty to inquire as to the authority or propriety of any transaction made by your Authorized Persons.

Bank shall be entitled to act upon the instructions of any person whom the Bank reasonably believes to be an Authorized Person, whether or not you have authorized such instructions. The Bank shall not be liable for any loss, cost, expense or other liability arising out of any such instruction.

You agree to implement and comply with the Bank’s password and secure access requirements. You further agree that the Bank will not be responsible or liable to you in any way if information is intercepted by an unauthorized person, either in transit or at your place of business. You agree to: (1) keep your password(s) secure and strictly confidential, providing password(s) only to Authorized Persons on your account(s); (2) instruct each person to whom you give password(s) that he or she is not to disclose it to any unauthorized person; and (3) immediately notify the Bank and select a new password(s) if you believe a password may be known to an unauthorized person.

BANK WILL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED PAYMENT OR TRANSFER MADE USING YOUR PASSWORD(S) THAT OCCUR BEFORE YOU HAVE NOTIFIED BANK OF POSSIBLE UNAUTHORIZED USE AND BANK HAS HAD REASONABLE OPPORTUNITY TO ACT ON THAT NOTICE. Bank may suspend or cancel your password(s) even without receiving notice from you, if Bank suspects a password is being used in an unauthorized or fraudulent manner. Contact by Bank or Affiliated Party. No bank employee will contact you via email or phone requesting your InBusiness user ID, password or secure access information. If you are contacted by anyone requesting this information please do not provide your confidential information and call Treasury Management Support at (877) 251-1953.

WIRE TRANSFER SERVICES

Subject to the terms and conditions of this Agreement, the Bank will execute Funds Transfers using the Wire Transfer Service described in this Agreement (each a “Wire Transfer”), in the amount and from one of Customer’s accounts at the Bank, all as specified in each Wire Transfer request, provided the request is (a) actually received by the Bank; (b) designates the Customer account from which it is to be paid; (c) does not exceed the collected funds in the designated

BANK OF BLUE VALLEY | MEMBER FDIC 41 BBV0272 Customer account, or any applicable daily limits, or other restrictions or limitations established by the Bank; (d) is authorized by an Authorized Person or satisfies one of the Security Procedures set forth below; and (e) is accepted by the Bank.

Wire Transfer Procedures

1. Customer may initiate Wire Transfers through the System. Customer uses the Security Procedure described below, Customer’s computer, Customer’s internet service provider and internet browser software, and the System web site and related software and as further specified in web site instructions or other instructional materials provided to Customer, and all as in effect from time to time. If the System is not accessible, Customer may contact its Bank representative to make a Wire Transfer request via telephone or facsimile, subject to the Bank’s procedures for initiating Wire Transfers in that manner.

2. Customer acknowledges that the Bank’s deadline for receiving Wire Transfer requests shall be 4:00 p.m. CST. Any Wire Transfer requests received after that cutoff time on any Banking Day may be treated as if they were received at the opening of the next Banking Day. These deadlines are subject to change by the Bank from time to time in the Bank’s sole discretion.

3. The Bank reserves the right to refuse processing of transfers drawn upon uncollected or insufficient balances. Nothing in this section shall prohibit the Bank from debiting any Customer account for any Wire Transfer executed by the Bank, even if the amount of the Wire Transfer creates or increases an overdraft in the account. In the event an overdraft is created or increased, Customer shall deposit or transfer into the account sufficient available funds to pay the amount of the overdraft by the close of that Banking Day. Any overdraft existing at the close of a Banking Day is immediately due and payable without notice or demand. Nothing in this Agreement nor any course of dealing between Customer and the Bank constitutes a commitment or obligation of the Bank to lend money, allow the creation or increase of an overdraft, or otherwise extend any credit or advance funds to Customer to pay for any transaction or transfer made hereunder.

4. The Bank will notify Customer if the Bank, any funds transfer system, or any other bank rejects or fails to execute a Wire Transfer. Bank will also notify Customer of the reason for the rejection or failure after the Bank receives notice of the reason. The notices provided under this paragraph shall be deemed commercially reasonable and effective when given in the manner designated below or if the information is made available to Customer through its regular deposit account statement, any Electronic Statement or any System or other Service used by Customer.

Wire Security Procedures

1. Authorized Accounts & Limits. Wire Transfers may be made from each of the Customers enrolled accounts in an aggregate amount not to exceed assigned wire limit on any single Banking Day.

2. System Security Procedures. The Bank shall provide the Primary Administrator with a User ID and User password which shall allow the Primary Administrator to use the System to: (a) initiate and authorize Wire Transfers; (b) designate the Customer accounts(s) from which Wire Transfers may be made by Authorized Users; (c) issue usernames, Access Tokens or codes and passwords that may be used with the System to initiate, authorize, confirm or verify Wire Transfers and establish and change transaction limits and other limitations or conditions applicable to each username or code; and (d) identify those Authorized Persons that may initiate, authorize, confirm or verify Wire Transfers using the System, whether by providing them with a username or code and password, access to a computer used by Customer to access the System or otherwise. The Primary Administrator may also approve and amend the Security Procedures that are used to authorize Wire Transfers. Customer shall at all times remain solely responsible for the Primary Administrator, Authorized Persons and their access rights (and any limitations, conditions or changes thereto), whether placed on the system by Customer or by the Bank at the direction of

BANK OF BLUE VALLEY | MEMBER FDIC 42 BBV0272 Customer or Primary Administrator. Customer shall utilize an Access Token or code for all transactions on the System. Additionally, the System allows for each Wire Transfer be authorized by two separate usernames or codes using the associated passwords (“Dual Control”). Customer acknowledges and agrees that circumvention of this feature, by providing more than one username or code to a single individual, the sharing of or failure to maintain the secrecy or security of a username or code and password or in any other manner, may reduce the protection afforded by the System and that Customer will remain liable for all Wire Transfers initiated using two separate usernames or codes, regardless of whether the persons using such usernames or codes are Authorized Persons or Primary Administrators.

3. Alternative Procedures. By electing not to use all available Security Procedures (as described above) to initiate and authorize Wire Transfers, Customer acknowledges that it has declined to use other available security procedures, including, but not limited to, security procedures that use a call back feature to verify authorization of Wire Transfers initiated by telephone or facsimile transmission.

Wire Notification Procedures

Information sent by e-mail is not secure! The bank will attempt to keep non-public information out of the advice by masking fields normally containing account number information. However, because we cannot control the information as it is received by a sending institution, confidential information may appear in parts of the incoming e- mail advice. By selecting this option you expressly agree to be liable for any information contained in such advice.

If notification fax or e-mail is selected, a mail advice will not be generated except where specifically requested. If a mail advice is requested in addition to another option, additional fees may apply.

ACH SERVICES

ACH Origination

The Customer (“Originator”) has requested to initiate electronic fund transfer entries (“Entry” or “Entries”) through the Bank (“Originating Depository Financial Institution” or “ODFI”) for the deposit ("Credit") and/or payment ("Debit") of money to and from the accounts of Receivers maintained at Bank and at other Depository Financial Institutions (“DFIs”), by means of the Automated Clearing House ("ACH.")

1. Operating Rules/Regulations. Customer will comply with the Operating Rules (“Rules”) of the National Automated Clearing House Association ("NACHA”), in existence as of the date of this Agreement and as amended from time to time. The duties of the Customer set forth in the following paragraphs of this Agreement in no way limit the requirements of complying with the Rules. For a fee, the Bank will make available upon request to Customer a copy of the Rules of NACHA and thereafter will promptly deliver revisions thereto as it receives them. Customer and bank agree to comply with all applicable federal and state rules and regulations, including, but not limited to Office of Foreign Asset Control (“OFAC”) regulations.

2. Customer Authorizations and Records Retention. Before the initiation by Customer of the first Credit or Debit Entry to a Receiver’s account, the Customer will obtain from each of its Receiver’s an authorization to make one or more Entries to the Receiver’s account, and, in the case of Debit Entries, the Customer shall provide the Receiver with a copy of such authorization. Such authorization shall comply with the Rules. Each Entry thereafter will be made pursuant to such authorization, and Customer will initiate no Entry after such authorization has been revoked or the arrangement between Customer and such Receiver has terminated. The Customer will retain the original or a copy of each notice and other document required to be given to the Receiver under the Rules for a period of not less than two 2 years, except that it will retain the original or a copy of each authorization for six 6 years after termination or

BANK OF BLUE VALLEY | MEMBER FDIC 43 BBV0272 revocation of such authorization and will, upon request of Bank, furnish such original or copy to Bank for any purpose authorized by the Rules.

3. Delivery of Entry Information.

a. Future Dated ACH Origination The Customer will deliver each Entry or file of Entries to Bank no later than 7 p.m. Central Standard Time on the day set forth below for credit or debit entries or in a schedule mutually agreed upon by Customer and Bank incorporated herein. All Entry information so delivered shall be in the medium required by the Bank and the format required by the Rules. For purposes of this Agreement, a Banking Day is every day on which the Bank is open to the public for purposes of carrying on substantially all of our business, except Saturdays, Sundays, and holidays that are observed by the Federal Reserve Bank. i. Credit Transactions. Credit Transactions are to be delivered on or before two banking days prior to the effective date of the entries contained within the file. Should the Bank on an exception basis choose to accept entries received on the last banking day prior to the effective entry date, it does not create a future obligation to do so. Any entries not received on or before two banking days prior to the effective entry date may experience delays in settlement and Bank will be held harmless in the event settlement does not occur on the effective entry date ii. Debit Transactions are to be delivered on or before one banking day prior to the effective entry date of the entries within the file. b. Same Day ACH Origination The Customer will deliver each same day ACH Entry (refer below for the definition of a “Qualifying Entry” for same day ACH) or file of same day ACH Entries to Bank no later than 12 p.m. Central Standard Time on the settlement date or in a schedule mutually agreed upon by Customer and Bank incorporated herein. All Entry information so delivered shall be in the medium required by the Bank and the format required by the Rules. For purposes of this Agreement, a Banking Day is every day on which the Bank is open to the public for purposes of carrying on substantially all of our business, except Saturdays, Sundays, and holidays that are observed by the Federal Reserve Bank. In order to qualify for same day ACH, Entries transmitted by Customer must meet the following characteristics (Qualifying Entries): • Have an effective entry date equal to the current date (settlement date); • Be received by the bank prior to 12 pm CST on the effective entry date; • Be less than or equal to the dollar threshold currently specified by NACHA for same day ACH entries; • The file is to contain PPD or CCD SEC codes unless others are specifically requested. • In the event an ACH file is transmitted by Customer which contains a mix of Qualifying and Non Qualifying ACH Entries, the bank will make reasonable attempts to originate Qualifying Entries the same day and Non- Qualifying Entries on the next Banking Day; however, the Bank will not be responsible for any delay in same day settlement caused by the Customer’s comingling of Qualifying and Non Qualifying Entries or any other consequences incurred due to delayed settlement.

4. Submission and Processing of Entries. a. Entries will be made only to accounts held at Bank or other Depository Financial Institutions ("DFI”) as defined by the Rules.

b. All Entries shall be initiated by Customer in Accordance with this Agreement and in accordance with the Rules, including the section of the Rules entitled "Rights and Obligations of Companies."

c. If the amount of a Debit Entry initiated by the Customer for processing to a Receiver's account maintained at the Bank, with respect to a particular transaction with a Receiver, differs from that of the next previous Debit Entry relation to the same authorization, or from the preauthorized amount, the Customer shall, at least ten 10 days before such succeeding Entry is scheduled to be debited to the Receiver's account, send such Receiver

BANK OF BLUE VALLEY | MEMBER FDIC 44 BBV0272 written notification of the amount of such Entry and the date on or after which such Entry is scheduled to be debited to the Receiver's account. If the Customer informs a Receiver of the right to receive such notification, the Receiver may elect to receive notice only when an Entry does not fall within the specified range of amounts, or, alternatively, only when an Entry differs from the most recent Entry by more than an agreed upon amount.

d. Where any customer has authorized Customer to initiate Debit Entries and the amount of billing day changes from the next preceding Debit Entry, Customer will notify such customer of the change at least seven 7 day before initiating the next Entry.

e. If the Customer is scheduled to initiate Credit Entries for processing to a Receiver’s account maintained at the Bank at least once every sixty 60 days, the Customer shall provide to the Receiver notice that each Entry has been initiated.

f. All entries shall be received, processed and transmitted by Bank pursuant to the Rules. Bank's obligation hereunder in connection with the making of Entries shall be those of Origination Depository Financial Institution (“ODFI") under the rules, unless otherwise specified and provided herein.

g. If the amount of a Debit Entry or Credit Entry initiated by the Customer for processing is a corporate to corporate transaction, governing rules for such payment will apply.

h. Bank will originate the following entries: PPD and CCD. Additional types of entries requested by Customer are subject to additional terms and conditions contained in this Agreement.

5. Effective Date for Entries. The effective date with respect to an Entry shall mean the business date upon which the Entry is to be posted to the account of Customer's customer.

6. Settlement by Customer for Entries. Customer will maintain a checking account "Settlement Account" at Bank with balances sufficient to offset any Entries submitted and against which any rejected Entries may be credited or debited. Bank will either charge or credit Customer's Settlement Account for any Credit or Debit Entry initiated by Customer on the settlement date. Customer will reimburse with good and collected funds in the amount required by Bank if, after settlement has been made by Bank, any Debit Entry is rejected or if any adjustment memorandum that relates to any such Debit Entry is received by Bank. Such reimbursement will be made on the date such rejection or memorandum is received by Bank.

7. Erroneous Entry. If the Customer discovers that any Entry it has initiated was in error, it must notify the Bank in writing of such error and must comply with the security procedures. The Bank will utilize its best efforts on behalf of Customer, consistent with the Rules to correct the Entry. In all such cases, it shall be the responsibility of the Customer to notify its affected customers that an Entry has been made, which is at variance with the customer's authorization or is otherwise erroneous. The Customer is responsible for the creation of reversing entries.

8. Rejected or Returned Entry. In the event any Entries are rejected or returned by the ACH for any reason whatsoever, it shall be the responsibility of Customer to remake and resubmit such Entries or otherwise to resolve the rejection or return in accordance with the Rules, provided, however, the Bank shall remake such Entries in any case where rejection by the ACH was due to mishandling of such Entries by the Bank and sufficient data is available to the Bank to permit it to remake such Entries. The Customer shall retain and provide the Bank on request all information necessary to remake any files of Entries for Three 3 business days after midnight from the day Entries are made to the customer’s account. In all other instance, Bank's responsibility will be to receive rejected and returned Entries from the ACH, perform necessary processing, control and settlement functions, and to forward such Entries to the Customer.

BANK OF BLUE VALLEY | MEMBER FDIC 45 BBV0272 9. Representations, Warranties and Indemnification. With respect to each and every Entry initiated by Customer, the Customer represents and warrants, and will be deemed to have made the same at the time each Entry is initiated by Customer, that a) the Customer has complied with all the things with respect to each Entry required contemplated by this Agreement and the Rules, b) no warranties of an Originator and ODFI have been or shall later be breached, and c) each Entry shall in no way violate any Federal, State or local stature of regulation pertaining to electronic fund transfers, including the Electronic Fund Transfer Act and Regulation E, and all such other laws and regulations.

In the event of any breach of any of the warranties stated above or otherwise contained in this Agreement, the Customer will indemnify and defend Bank and hold it harmless at Customer's cost and expense from and against any and all losses, claims, demands, damages, actions, including reasonable attorney’s fees, expenses and costs, except for losses solely attributable to the Bank's own negligence or willful misconduct.

10. Bank's Responsibilities. In the performance of the services required by this Agreement, Bank shall be entitled to rely solely on the information, representations and warranties provided by Customer pursuant to this Agreement, and shall not be responsible for the accuracy or completeness thereof. Bank shall be answerable for its own gross negligence or willful misconduct, but Bank shall not otherwise be responsible for any action taken, allowed or omitted by or under this Agreement of for anything arising therefrom, or for any liability, loss, claim or damage arising from an act of God, or from delay occasioned in transit of data or processed work or from other cause of event beyond the control of Bank.

Bank does not make any representations or warranties with respect to the legal effect or sufficiency, under any Federal, State or local statute or regulation or other law, of any forms, documents or other matters provided by Bank from time to time in connection with this Agreement, and disclaims any expressed or implied warranties in connection therewith, including any warranties in connection therewith, including any warranties or fitness for a particular purpose or use and any warranties of merchantability.

11. Customer's Rights to Refund for Debit Entries. Customer acknowledges the right of a Receiver to obtain a refund of the funds debited from Receiver's account by such customer's sending of a notice to the Receiving Bank within applicable regulatory timeframes Such Receiver’s notice must state the error, and demand that the amount of the Debit Entry be credited back to Receiver's account. Customer agrees to promptly reimburse Bank for all funds Customer has received when Receiver follows the procedures described in this paragraph 11.

ACH File Transmission

1. File Specifications. Customer shall deliver an ACH file in the NACHA Standard format as specified in the NACHA manual ACH Rules. Said format may be derived from using software provided by the Bank.

2. Delivery of File to Bank. Customer must deliver said file using the InBusiness product.

ACH Transfer Security Procedures

1. Requests. The Bank will honor, execute, and charge to the Customer’s account any request for the transfer of funds received through InBusiness. The Bank is authorized to communicate with any user entitled to use the ACH Service regarding the details of file transmissions or to accept requests for reversing transactions. Customer may enter into an agreement with a third party to perform Customer’s ACH processing. Customer must notify the Bank in writing of such an arrangement at least 5 business days prior to the first ACH transfer performed by the third party. Customer remains subject to the terms of this entire Agreement regardless of any agreement it enters into with its own third party processor. All actions of the third party processors will be considered actions of the Customer. The

BANK OF BLUE VALLEY | MEMBER FDIC 46 BBV0272 Bank assumes no liability for any action of Customer’s third party processor. All requests shall be made in conjunction with the use of an Access Token.

2. Verifications. Confirmation of the request will be automatically emailed to the email address set up by the Primary Administrator for each of the subordinate users.

3. Notice Method. The Customer’s notice of impending ACH transaction is automatically sent to bank, once the InBusiness ACH file is approved by customer.

4. Receipt of Requests. All Customer ACH origination requests must be received by the Bank no later than 7:00 p.m. central time in order to be processed that business day. All origination requests received after 7:00 p.m. central time will be processed the next business day.

5. Refusal. The Bank reserves the right to refuse processing of transfers drawn upon uncollected or insufficient balances. Notification of non-processing will be made to the authorized representative the same business day.

6. Unauthorized Requests. The Customer is solely responsible for all requests received by the Bank. If at any time the Customer suspects that an unauthorized request has been made or that Customer Codes have or may have become known to any unauthorized person or party, THE CUSTOMER MUST IMMEDIATELY PROVIDE TELEPHONE NOTICE TO TREASURY MANAGEMENT SUPPORT AT 877-251-1953 TO BE FOLLOWED BY E-MAIL TO [email protected] AS SOON AS POSSIBLE, BUT NO LATER THAN THE END OF BUSINESS DAY, AFTER TELEPHONE NOTIFICATION.

7. Liability. The Bank will exercise reasonable care in providing this service, but in no event will the Bank be liable for any loss to the Customer unless clearly attributable to gross negligence or willful misconduct on the part of the Bank.

ACH Daily Limits

The maximum daily ACH limit equals the amount of entries transmitted by customer to Bank on a banking day as well as the aggregate value of limits that may be transmitted with a common settlement day. This limit is subject to review at a minimum annually by Bank. Customer can request the limit be reviewed at any time. Bank will notify customer at the time the limit is changed for any reason (excluding temporary changes at the customer’s request & authorized by Bank).

Provisions applicable to specific Standard Entry Class Codes (SEC)

Customer agrees to comply with all NACHA Operating Guidelines applicable to its ACH origination activity as may be amended from time to time. The following requirements apply to particular Standard Entry Class Codes:

1. Telephone Initiated Entries (TEL)

A TEL is a consumer debit entry that is authorized orally via the telephone. A TEL may only be transmitted in circumstances in which:

a. There is an existing relationship between the Originator and the Receiver; or

b. There is not an existing relationship between the Originator and Receiver, but the Receiver originated the telephone call to the Originator.

The Originator and Receiver are considered to have an existing relationship when either:

BANK OF BLUE VALLEY | MEMBER FDIC 47 BBV0272 a. There is a written agreement in place between the Originator and Receiver for the provision of goods or services, or

b. The Receiver has purchased goods or services from he Originator within the last two years.

An Originator of TEL transactions is required to:

a. Establish and implement commercially reasonable procedures to verify the identity of the Receiver.

b. Establish commercially reasonable procedures to verify routing numbers are valid.

Authorization Requirements. Originators of TEL transactiosn must obtain the Receiver’s explicit oral authorization before initiating a debit entry to a consumer’s account. For both Single Entry and recurring TEL entries, the Originator must clearly state during the telephone conversation that the consumer is authorizing an ACH debit entry to his account. The Receiver must explicitly express concent. Silence is not express consent. The following are additional authorization requirements:

a. The date on or after which the Receiver’s account will be debited;

b. The amont of, or a referced to the the method of determining the amount of, the debit entry to the Receiver’s account;

c. The Receiver’s name or identity;

d. The account to be debited;

e. A telephone number that is available to the Receiver and answered during normal business hours for customer inquiries;

f. The method by which the Receiver can revoke the authorization;

g. The date of the Receiver’s oral authorization; and

h. A statement by the Originator that the authorization obtained from the Receiver is for a Single Entry. If the entry is to be recurring, then the timing, number, and/or frequency of the transactions should be outlined.

In addition to these requirements the Originator must comply with all requirements related to telemarketing practices including the Telephone Consumer Protection Act (TCPA) and all updates to these rules as they may be implemented.

2. Internet Initiated/Mobile Entries (WEB)

Debit WEB entries are used by non-consumer Originators to debit a consumer based on an authorization that is communicated, other than by an orial communication, from the Receiver to the Originator via the Internet or a Wireless Network. Originators of WEB transactions must establish commercially reasonable methods of authentication to:

a. Verfiy the identity of the Receiver;

b. Detect fraudulent transactions;

c. Establish secure internet sessions; and

BANK OF BLUE VALLEY | MEMBER FDIC 48 BBV0272 d. Procedures to verify the validity of the receiving bank’s routing number.

Originators of WEB transactions must conduct an annual data security audit to ensure that Receiver’s financial information is pretected by security practices and procedures that enure the financial information the Originator obtains from Receives is protected by commercially reasonable security practices that include adequate levels of:

a. Physical security to protect against theft, tampering, or damage;

b. Administrative, technical, and physical access controls to protect against unauthorized access and use; and

c. Network security to ensure secure capture, transmission, storage, distribution and destruction of financial information.

This audit requirement can be met in several ways. It can be a component of a comprehensive internal or external audit, or it can be a an independent audit that uses a commercially reasonable generally accepted security compliance program. An Originator that is already conducting an audit of these practices and procedures for another area of its business is not required to have two separate audits; however, the audit should address adequate levels of data security for the Originator’s ACH operations.

Provisions Applicable to ACH Third Party Senders

With respect to each and every Entry initiated by Customer, Customer represents and warrants to Bank and agrees that (a) Customer shall initiate Entries as a Third-Party Sender only in compliance with the provisions of this section, (b) in any case in which Customer acts as a Third-Party Sender with respect to the initiation of Entries on behalf of other Originators or Third-Party Senders, the Originator has agreed to assume the responsibilities of an Originator under the Rules, and Customer makes the warranties and assumes the liabilities of an Originating Depository Financial Institution as provided in Sections 5.3 and 5.5 of the Rules, (c) each person shown as the Receiver on an Entry received by Bank from Customer has authorized the initiation of such Entry and the debiting or crediting of its account in the amount and on the Effective Entry Date shown on such Entry, (d) such authorization is operative at the time of transmittal or at the time of debiting or crediting by Bank as provided herein, (e) Entries transmitted to Bank by Customer are limited to PPD and CCD unless Customer requests and is approved to originate others, (f) Customer shall perform its obligations under this Agreement in accordance with all applicable federal and state laws and regulations, including the sanctions laws administered by the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), and regulations administered by the United States Department of Treasury Financial Crimes Enforcement Network (“FinCEN”), and (g) Customer shall be bound by and comply with the Rules as in effect from time to time. Customer specifically acknowledges that it has received notice of the Rules. Customer shall indemnify Bank against any claim, loss, liability or expense (including attorneys’ fees and expenses) resulting from or arising out of any breach of any of the foregoing representations or agreements.

1. Customer Acting as Third-Party Sender.

Due Diligence; Bank Approval of Originators. In any case in which Customer proposes to act as a Third-Party Sender with respect to the initiation of Entries on behalf of other Originators, Customer shall perform due diligence on each proposed Originator and provide a summary of the results of the due diligence to Bank upon such form, and in such format, as Bank may from time to time require. Customer’s due diligence shall include, but not be limited to, the following:

a. Performing an initial check on the name of the proposed Originator against the list of prohibited persons and organizations published by OFAC prior to entering into any agreement to provide ACH services to such

BANK OF BLUE VALLEY | MEMBER FDIC 49 BBV0272 Originator and repeating such check monthly, or as often as the OFAC listing is updated, to ensure no match is found.

b. Implementing the requirements of Bank’s Customer Identification Program (“CIP”) for ACH Originators as may be adopted and provided to Customer from time to time.

c. Obtaining general information on the proposed Originator including name, address, taxpayer identification or social security numbers, copies of corporate organization documents, identity of owners, type of business, purpose for the transactions and similar general information. This information must be compiled and provided to Bank as required by Bank.

d. Obtaining sample copies of ACH authorizations, customer contracts and related materials to be used by the Originator.

Bank will review the due diligence information provided by Customer and approve, deny or request additional information regarding the proposed Originator in a timely fashion. Customer will not transmit Entries from the proposed Originator until receipt of Bank’s written approval.

Contract Requirements. Customer shall enter into an agreement with each Originator pursuant to which the Originator is bound by the Rules and assumes the responsibilities of an Originator under the Rules. Such agreement must contain an acknowledgment that Entries that violate the laws of the United States may not be initiated. Customer shall provide Bank with the form of agreement to be used by Customer with respect to this requirement, and Customer shall provide Bank with any amendments to such form agreement.

2. Customer Agreements with Others Acting as Third-Party Senders.

Due Diligence; Bank Approval of Third-Party Sender and Originators. In any case in which Customer proposes to act as a Third-Party Sender with respect to the initiation of Entries on behalf of another Third-Party Sender, Customer shall perform due diligence on each proposed Third-party Sender and provide a summary of the results of the due diligence to Bank upon such form, and in such format, as Bank may from time to time require. Customer’s due diligence shall include, but not be limited to, the following: a. Performing an initial check on the name of the proposed Third-Party Sender against the list of prohibited persons and organizations published by OFAC prior to entering into any agreement to provide ACH services to such Third-Party Sender and repeating such check monthly, or as often as the OFAC listing is updated, to ensure no match is found; b. Implementing the requirements of Bank’s CIP for ACH Originators, as may be adopted and provided to Customer from time to time, with respect to the proposed Third-Party Sender; c. Obtaining general information on the proposed Third-Party Sender including name, address, taxpayer identification or social security numbers, copies of corporate organization documents, identity of owners, type of business, purpose for the transactions and similar general information. This information must be compiled and provided to Bank as required by Bank; d. Obtaining sample copies of Agreement between Customer and the additional Third-Party Sender;

Bank will review the due diligence information provided by Customer and approve, deny, or request additional information regarding the proposed Third-Party Sender in a timely fashion. Customer will not transmit Entries from the proposed Third-Party Sender until receipt of Bank’s written approval.

Contract Requirements. In any case in which Customer acts as a Third-Party Sender with respect to the initiation of entries for another Third-Party Sender, including instances in which there are multiple Third-Party Senders in the chain between Customer and the Originator, Customer shall require that (i) an agreement be entered into by each party in the chain pursuant to which each such party agrees to be bound by the Rules, (ii) each Third-Party Sender shall agree in

BANK OF BLUE VALLEY | MEMBER FDIC 50 BBV0272 writing to assume the responsibilities and make the warranties of an Originating Depository Financial Institution as provided in Sections 5.3 and 5.5 of the Rules, and (iii) the Third-Party Sender whose relationship is with the Originator enters into an agreement, containing the provisions set forth in (a)(ii). Each of the aforementioned agreements must contain an acknowledgment that Entries that violate the laws of the United States may not be initiated. Furthermore, each of the agreements shall require the Third-Party Sender having a contract with the ultimate Originator to perform the due diligence required under (a)(i) and provide the results of the same to Bank for Bank’s review and approval or denial of each proposed Originator. Customer shall provide Bank with the form of agreement to be used by Customer with respect to other Third-Party Senders and Customer shall provide Bank with any amendments to any such form agreements prior to their use. Customer shall obtain the prior consent of Bank with respect to any Third-Party Sender or Originator on behalf of whom Customer intends to initiate Telephone-Initiated (TEL) or Internet-Initiated (“WEB”) Entries.

POSITIVE PAY, ACCOUNT RECONCILIATION AND ACH INFORMATION REPORTING

Check Positive Pay

Each time you issue checks drawn on your enrolled account(s), you will transmit an Issued Checks File of those checks to us via InBusiness. The Issued Checks File shall accurately state the check number, date, payee name and the exact dollar amount of each check issued. You shall transmit the Issued Checks File to the Bank in a format and medium as specified by the Bank. By entering into this agreement you acknowledge receipt of issue file formats accepted by the Bank. The Issued Checks File must be transmitted so as to be received by the Bank no later than 5 p.m. local time on the business day you issue the first check included in the Issued Checks File. In the event of a failure of either your system or the Bank’s system and the Issued Checks File cannot be received by the Bank or the Bank cannot process the file, the file shall not be considered received, even if the Bank is in possession of the file. As Eligible Checks are presented to the Bank for payment, the check number and dollar amount will automatically be compared to information in the Issued Checks File. Payee name matching is available as a separately contracted service with an additional fee. Customer acknowledges that the read rate for payee positive pay is influenced by the Customer’s check stock and printing methods. Customer may be required to adhere to formatting requirements provided by the Bank in order ensure accuracy. The Bank will pay Eligible Checks that exactly match the information in the Issued Checks File without further inspection. If the check number or dollar amount (and payee name as applicable) of an Eligible Check does not exactly match the information in the Issued Checks File, that check will appear as a suspect on an exception report. If we do not receive a timely decision from you by the cutoff time shown below authorizing the payment or return of a particular unmatched check, we will handle the check according to your requested default (mark one below):

Definitions and Cutoff Times. “Eligible Checks” are defined as those checks appearing on their face to be drafted on Customer’s account with Bank and presented to the Bank through inclearings and specifically excludes those checks presented for payment at one of the Bank’s branches.

You will receive notice to review for suspect items by 8:00 a.m. Central Time at the email address of the Primary Administrator. No later than 1:00 p.m. Central Time on the same business day that you receive notification of a suspect check, you must use InBusiness to make your decision whether to pay or return the check. Any checks not decisioned by the cutoff time will be handled according to the default decision type listed.

If we receive timely notification from you to return a suspect check, we will stamp the front of the check with the appropriate reason code specified by you and return the check unpaid through the banking system. Your account will be credited for the amount of the returned checks by the opening of business on the banking day following the return. You may be required to submit additional documentation regarding the suspect item (e.g. an Affidavit of Forgery).

In the event that InBusiness is not operational, alternative modes of communication will be utilized.

BANK OF BLUE VALLEY | MEMBER FDIC 51 BBV0272 ACH Positive Pay/Blocks

Description of Services. The ACH Positive Pay Service enables you to decision Automated Clearing House transactions ("ACH Transactions") associated with your deposit accounts (each, an "Authorized Account") based on the criteria set by you and the instructions you provide to us upon the initial setup of your user configuration. The Primary Administrator or, at the designation of the Primary Administrator, other Authorized Persons, will configure approval criteria for ACH transactions (ACH Rules or ACH White List). In the event an ACH Transaction which does not conform to your approval criteria posts to your account, you will receive a notice to review and decision the item through InBusiness. Alerts will be produced by 8 a.m. Central Standard Time.

Your Responsibilities. You are responsible for reviewing all ACH transaction activity and for decisioning ACH items by 1 p.m. Central Standard Time each day. You will be required to complete a Written Statement of Unauthorized Debit for each transaction you designate for return. Your account will be credited by the opening of business on the banking day following the return. Transactions for which the Customer is the ACH Originator may not be returned (ACH Origination Offsets).

Account Reconcilation

InBusiness offers additional reporting features for partial, full and deposit reconciliation. The cutoff times for the deliver of issued check information align with those referenced above for Check Positive Pay. The Account Reconciliation Summary is used to assist in balancing online account balances with the Customer’s bank statement. The report displays an activity summary of outstanding checks and a check register balances as of a given reconciliation date.

ACH Information Reporting

InBusiness offers an ACH Information Reporting module that contains ACH transactions, returns, notifications of change (NOCs) and EDI detail from ACH payments.

SWEEP SERVICES

Automated Account Sweep

If Customer has elected to receive Automated Sweep Services (“Sweep Services”) Customer authorizes Bank and Bank agrees to automatically transfer money from one or more of Customer’s accounts (“Sweep Account(s)”) (i) to a separate interest-bearing account (the “Deposit Account”) by Customer with Bank; (ii) to and/or from a loan account (the “Loan Account”) maintained by Customer with Bank (the “Loan Sweep Service”); or (iii) for investment in a Repurchase Agreement in accordance with the terms of this Agreement and the terms of any applicable Separate Agreement (the “Repurchase Agreement Sweep Service”). Except as provided in this Agreement, the Deposit Account is governed by the Account Terms. If Customer has elected to receive, and Bank has agreed to provide, the Cash Sweep Service or the Repurchase Agreement Sweep Service, Customer has designated the balance it wants to maintain in Customer’s Sweep Account(s) (the “Target Balance”) and specific to the Repurchase Agreement Sweep Service, the maximum daily investment amount (the “Investment Cap” which Investment Cap is subject to Bank’s prior approval); Bank reserves the absolute right to change the Target Balance with written notice to Customer and the Investment Cap without notice to Customer, and, with the prior written consent of Bank, Customer may change the Target Balance and/or the Investment Cap; and any amount of Collected Funds in the Sweep Account that exceeds the Target Balance shall automatically be earmarked for transfer and shall be referred to herein as the “Sweep Balance.” With respect to the Loan Sweep Service, Bank is authorized to cause advances or payments to be made with respect to the Loan Account as set forth in the Loan

BANK OF BLUE VALLEY | MEMBER FDIC 52 BBV0272 Sweep Service Terms. Bank will act to invest on the order and for the benefit of Customer. Bank is authorized to execute as agent for Customer all certificates of ownership and other instruments required by law or contract. The Sweep Services described herein are provided by Bank to Customer solely as bona fide treasury management services. Bank does not undertake any fiduciary obligation to Customer with respect to Sweep Services. Bank’s duties to act for Customer are solely mechanical and administrative in nature. As used in this Agreement, “Collected Funds” means the positive balance, if any, of the Sweep Account, after settlement at the close of each Business Day.

Cash Sweep

If Customer has elected to receive the Cash Sweep Service, each Business Day, after all transactions have been posted to Customer’s Sweep Account, Bank shall transfer Collected Funds in excess of the Target Balance, to Customer’s Deposit Account. If at the end of the Business Day, the balance in Customer’s Sweep Account is less than the Target Balance, Customer authorizes Bank to transfer funds from Customer’s Deposit Account to Customer’s Sweep Account in amount necessary to meet the Target Balance in the Sweep Account.

Customer may not directly make deposits to or withdrawals from its Deposit Account. Customer may make withdrawals from Customer’s Sweep Account, in accordance with the Account Terms.

Bank shall provide monthly account statements to Customer for both Customer’s Sweep Account and Customer’s Deposit Account.

Loan Sweep

1. Applicability. Customer maintains a deposit account (The “Account” or “Master Account”) at the Bank for purposes of receiving deposits (“Credits”) and paying transfers and withdrawals (“Debits”) from the Account and/or Secondary Account). The Bank also has extended a Loan to Customer. At the end of each Business Day (as defined below), after giving effect to all debits and credits to the Account and/or Secondary Account, (a) There may remain in any or all Accounts (including Master and Secondary Account) an available Collected Balance of funds that is less than the Target Balance. Accordingly, Customer will desire to borrow and the Bank will desire to lend funds (A “Loan Advance Transaction”) in an amount (The “Loan Amount”) which is the lesser of (i) the amount by which the available balance is less than the Target Balance or (ii) the amount which is available to be borrowed under the Loan;

One Way Sweep – Loan to Checking or Checking to Loan

Two Way Sweep – Loan to Checking and Checking to Loan There may remain in the Account an available balance of funds in excess of the Target Balance (“Excess Funds”), which Customer desires to remit to the Bank for application against the outstanding balance of the Credit (A “Repayment Transaction”).

Multiple Account Sweep Accordingly, Customer directs the Bank to debit the Master Account and Credit the Secondary Accounts in amounts necessary to reach the target balances for the Secondary Accounts; and/or There may remain in the Master Account an available balance of funds in excess of the Target Balance (“Excess Funds”), which Customer desires to remit to the Bank for application against the outstanding balance of the Loan (a “Repayment Transaction”).

Additional Definitions. As used in this Agreement: a. Act of Insolvency. The term “Act of Insolvency” shall mean any of The following: (i) Customer or any Guarantor (as defined below) shall die or cease to exist; or (ii) any Guarantor shall attempt to revoke such Guarantor’s guaranty, or such guaranty becomes unenforceable in whole or in part for any reason; or (iii) any bankruptcy,

BANK OF BLUE VALLEY | MEMBER FDIC 53 BBV0272 insolvency, or receivership proceedings, or an assignment for The benefit of creditors, shall be commenced under any federal or state law by or against Customer or any Guarantor; or (iv) Customer or any Guarantor shall become The subject of any out-of-court settlement with its creditors; or (v) Customer or any Guarantor is unable or admits in writing its inability to pay its debts as They mature. b. Business Day. The term “Business Day” shall mean any day other than a Saturday, Sunday, or a day on which commercial banks are authorized to close in the state where the Bank’s main office is located. c. Guarantor. The term “Guarantor” shall mean any guarantor, surety, accommodation party, or joint obligor of the obligations of Customer under the Loan. d. Net Free Balance. The term “Net Free Balance” means the collected balance, less Bank Reserve Requirements. e. Target Balance. The Target Balance shall designated by Customer. f. Transaction. The term “Transaction shall mean either (i) Loan Advance Transaction or (ii) a RepaymentTransaction.

2. Initiation of Transactions. a. By the close of business of each Business Day, the Bank will determine: (i) whether the Collected Balance in the Account is less than or greater than the Target Balance; and (ii) accordingly, the funds available for either a Loan Advance Transaction or a Repayment Transaction. b. If the Bank determines pursuant to Section 3(a) that the Collected Balance of the Account is less than the Target Balance, the Bank will initiate a Loan Advance Transaction, by charging the Loan in the Loan Amount and by crediting the Account in the Loan Amount, but only if all of the following are true: (i) Customer has not repaid or canceled the Loan; (ii) no default has occurred under the provisions of any Credit Agreement or this Agreement; (iii) no Event of Insolvency has occurred; (iv) the Bank has not made demand for payment under the Loan; and (v) the Bank is not otherwise excused or prohibited under the provisions of any Credit Agreement or applicable law from making an advance to Customer. c. If the Bank determines pursuant to paragraph 3(a) that there are Excess Funds, the Bank will initiate a Repayment Transaction by debiting the Account and crediting the Loan in the lesser of: (i) the amount of the Excess Funds; or (ii) the outstanding principal balance of the Loan. d. If Customer and the Bank have entered into any other agreement that authorizes the Bank to transfer any or all of the Excess Funds from the Account to another deposit or investment account, the provisions of this Agreement shall supersede the provisions of such other agreement.

3. Incorporation. All Provisions, Representations and Warranties that are included in any documentation of all previous loan agreements between the Bank and Customer are hereby affirmed and incorporated into this Agreement.

4. Notice to Customers with Transfer or Sweep Arrangements. The balance of your Deposit Account for purposes of determining FDIC insurance will be determined after giving effect to all sweep transactions to your Loan authorized or scheduled to occur before the Bank’s normal end of day cut-off time for sweep transactions, unless the FDIC establishes an earlier cut-off time. The funds then remaining in the Deposit Account will be deposits insured up to applicable FDIC limit and any excess amount will be uninsured and may not otherwise be offset against the balance of the Loan.

Dynamic Business Sweep:

1. Definitions. a. Dynamic Business Sweep – Product consists of two components, a transaction DDA account for check writing purposes, and an investment sweep account with an objective to provide a return on investment. b. Transaction DDA – A demand deposit account maintained at the Bank by Customer for check writing and other transaction oriented purposes.

BANK OF BLUE VALLEY | MEMBER FDIC 54 BBV0272 c. Investment Sweep Account – Customer balances in the Dynamic Business Sweep Program in excess of the Transaction DDA Target Balance, which have been swept from the Transaction DDA to the Investment Sweep Account in accordance with Section 3 below. d. Banking Day – The part of each day during which the Bank is open to the public for carrying on substantially all of its business, except Saturdays, Sundays and Federal Reserve holidays. e. Cut-Off Time – The time established by the Bank from time to time as its end-of-day cutoff for performing the sweep procedures described in section 3. f. Target Balance – The amount indicated by Customer as the target balance for Customer’s Transaction DDA; which amount may be adjusted from time to time by written agreement of Customer and the Bank.

2. Terms of this agreement a. Authorization to establish accounts. Customer authorizes the Bank to open an Investment Sweep Account for Customer. b. Authorization to process sweep transactions. i. Customer authorizes the Bank as its agent to debit or credit Customer’s Transaction DDA for any debit or credit transactions into or from the Transaction DDA in accordance with the terms of this Agreement and the deposit account agreement governing the Transaction DDA. Should the Transaction DDA lack available funds to cover presentments made, Customer authorizes the Bank to transfer funds from the Investment Sweep Account to cover such presentments. ii. Customer authorizes the Bank to invest balances in excess of Customer’s Target Balance into the Investment Sweep Account. All such transactions for the Investment Sweep Account shall be made in accordance with the sweep procedures described in section 3.

3. Sweep Procedure. Customer authorizes the Bank to transfer funds between the Transaction DDA and the Investment Sweep Account as described below: a. Review of Account: The Bank shall review the balance of available funds in the Transaction DDA after the Cut- Off Time each Banking Day to calculate necessary transfers to or from the Transaction DDA. b. Collected Balance Above Target Balance: If, upon review of the Transaction DDA, the Bank determines that the collected funds in the Transaction DDA exceed the Target Balance, the Bank shall transfer from the Transaction DDA to the Investment Sweep Account, in minimum increments of one cent ($.01), an amount of funds equal to the excess of the Transaction DDA account balance over the Target Balance. c. Collected Balance Below Target Balance: If, upon review of the Transaction DDA, the Bank determines that the balance of collected funds is less than the Target Balance, the Bank shall transfer from the Investment Sweep Account, in minimum increments of one cent ($.01), an amount of funds equal to the difference between the Transaction DDA balance and the Target Balance or the entire balance in Customer’s Investment Sweep Account, whichever is less.

4. FDIC Insurance. Funds in Customer’s Transaction DDA and Investment Sweep Account are deposits insured by the FDIC up to the maximum amount permitted by law for funds held in transaction accounts in the same ownership capacity.

5. Operation of the Investment Sweep Account. Customer shall receive a monthly statement itemizing all transactions in the Investment Sweep Account.

6. Right of Offset. To the extent permitted by applicable law, rule, or other regulation, the Bank may offset and charge against Customer’s Transaction DDA or Investment Sweep Account any liability, obligation, or indebtedness of Customer to the Bank and the amount of any fees owed by Customer to the Bank.

7. Termination.

BANK OF BLUE VALLEY | MEMBER FDIC 55 BBV0272 a. This Agreement may be terminated by either party at any time, with or without cause, by giving written notice to the other party. Upon termination, the Bank shall close the Investment Sweep Account and deliver the proceeds to Customer. b. In the event access to the Investment Sweep Account is suspended, interrupted, or terminated, for whatever reason, the Bank will not be responsible for its inability to provide the services as stated herein and this Agreement may be terminated by the Bank.

8. Arbitration. Customer and the Bank agree to submit any dispute or controversy arising out of or related to this Agreement to binding arbitration pursuant to the rules of the American Arbitration Association.

Repurchase Sweep:

1. Applicability. This Agreement sets forth the terms and conditions on which the Bank (“Seller”) will from time to time sweep funds from Customer’s (“Buyer’s”) checking account maintained with Seller and use such funds to purchase securities or other assets (“Securities”), with a simultaneous agreement by Buyer to transfer to Seller such Securities at a date certain or on demand, against the transfer of funds by Seller to Buyer’s account. Each such transaction shall be referred to herein as a “Transaction” and, unless otherwise agreed in writing, shall be governed by this Agreement.

2. Definitions.

a. “Act of Insolvency” means, with respect to any party, (i) the commencement by such party as debtor of any case or proceeding under any bankruptcy, insolvency, reorganization, liquidation, moratorium, dissolution, delinquency or similar law, or such party seeking the appointment or election of a receiver, conservator, trustee, custodian or similar official for such party or any substantial part of its property, or the convening of any meeting of creditors for purposes of commencing any such case or proceeding or seeking such an appointment or election, (ii) the commencement of any such case or proceeding against such party, or another seeking such an appointment or election, or the filing against a party of an application for a protective decree under the provisions of the Securities Investor Protection Act of 1970, which (A) is consented to or not timely contested by such party, (B) results in the entry of an order for relief, such an appointment or election, the issuance of such a protective decree or the entry of an order having a similar effect, or (C) is not dismissed within 15 days, (iii) the making by such party of a general assignment for the benefit of creditors, or (iv) the admission in writing by such party of such party’s inability to pay such party’s debts as they become due; b. “Banking Day” means the part of each day during which the Seller is open to the public for carrying on Substantially all of its business, except Saturdays, Sundays and Federal Reserve holidays; c. “Collected Balance” means funds which are available for immediate withdrawal from the Master Account as stated in the Seller’s funds availability policy; d. “Confirmation” has the meaning specified in Paragraph 3(c) hereof; e. “Cut-Off Time” means the time established by the Seller from time to time as its end-of-day cutoff for performing the sweep procedures described in Paragraph 3(a); f. “Income” means, with respect to any Security at any time, any principal thereof and all interest, dividends or other distributions thereon; g. “Market Value” means, with respect to any Securities as of any date, the price for such Securities on such date obtained from a generally recognized source agreed to by the parties or the most recent closing bid quotation from 10/15 such a source, plus accrued Income to the extent not included therein (other than any Income credited or transferred to, or applied to the obligations of, Seller pursuant to Paragraph 6 hereof) as of such date (unless contrary to market practice for such Securities); h. “Master Account” means Buyer’s “master checking account” identified on the Set Up Sheet; i. “Minimum Balance” means the “threshold minimum balance” for the Master Account specified on the Set Up Sheet;

BANK OF BLUE VALLEY | MEMBER FDIC 56 BBV0272 j. “Price Differential” means, with respect to any Transaction as of any date, the aggregate amount obtained by daily application of the Pricing Rate for such Transaction to the Purchase Price for such Transaction on a 360 day per year basis for the actual number of days during the period commencing on (and including) the Purchase Date for such Transaction and ending on (but excluding) the date of determination (reduced by any amount of such Price Differential previously paid by Seller to Buyer with respect to such Transaction); k. “Pricing Rate” means, the per annum percentage rate for determination of the Price Differential; l. “Prime Rate” means, the prime rate of U.S. commercial banks as published in The Wall Street Journal (or, if more than one such rate is published, the average of such rates); m. “Purchase Date” means, each date on which Purchased Securities are to be transferred by Seller to Buyer pursuant to Paragraph 3; n. “Purchase Price” means, (i) on the Purchase Date, the price at which Purchased Securities are transferred by Seller to Buyer, and (ii) thereafter, except where Buyer and Seller agree otherwise, such price decreased by the amount of any cash applied to reduce Seller’s obligations under clause (ii) of Paragraph 6 hereof; o. “Purchased Securities” means, the Securities transferred by Seller to Buyer in a Transaction hereunder; p. “Repurchase Date” means, the date on which Seller is to repurchase the Purchased Securities from Buyer, including any date determined by application of the provisions of Paragraph 3(a) and 14 hereof; q. “Repurchase Price” means, the price at which Purchased Securities are to be transferred from Buyer to Seller upon termination of a Transaction, as provided in Paragraph 3(d); r. “Set Up Sheet” means the Repurchase Agreement Set Up Sheet completed by Buyer.

3. Sweep Procedures; Confirmation; Transaction Termination. a. Buyer authorizes and instructs Seller to initiate one or more Transactions after the Cut Off Time each Banking Day to purchase Securities with an aggregate Purchase Price equal to the sum of (i) the amount by which the Collected Balance in the Master Account exceeds the Minimum Balance plus (ii) the amount of any Price Differentials payable but not otherwise included in such Collected Balance. The Repurchase Date for each Transaction shall be the next Banking Day following the Purchase Date unless a different term is agreed to and documented on the Bank’s term repo set up form. Buyer authorizes Seller to transfer the Purchase Price for each Transaction from the Master Account. b. On the Purchase Date for each Transaction, the Purchased Securities shall be transferred to Buyer or its agent against the transfer of the Purchase Price to an account of Seller. c. Seller shall promptly deliver to Buyer by United States Mail or electronically to the Primary Administrator a written confirmation of each Transaction (a “Confirmation”). The Confirmation shall describe the Purchased Securities (including CUSIP number, if any), identify Buyer and Seller and set forth (i) the Purchase Date, (ii) the Purchase Price, (iii) the Repurchase Date, (iv) the Pricing Rate or Repurchase Price applicable to the Transaction, and (v) any additional terms or conditions of the Transaction not inconsistent with this Agreement. The Confirmation, together with this Agreement, shall constitute conclusive evidence of the terms agreed between Buyer and Seller with respect to the Transaction to which the Confirmation relates, unless with respect to the Confirmation specific objection is made promptly after receipt thereof. In the event of any conflict between the terms of such Confirmation and this Agreement, this Agreement shall prevail. d. At the opening of business each Repurchase Date, all outstanding Transactions shall terminate and Seller shall repurchase all Purchased Securities. At that time, Seller shall pay Buyer, by credit to the Master Account, the Purchase Price of the Purchased Securities repurchased, which shall be the same as the Purchase Price paid under Paragraph 3(a).

4. Handling of Purchased Securities. The Purchased Securities in each Transaction will have a Market Value that equals or exceeds the Purchase Price and shall be held by Seller or maintained through an account at another institution under the control of Seller and will not be delivered out to Buyer.

5. Price Differential. On each Business Day, Seller will pay to Buyer, by credit to the Master Account or by inclusion in the Purchase Price for Transactions initiated that day, the aggregate amount of all accrued and unpaid Price Differentials for repurchases of Purchased Securities. The Pricing Rate used to calculate Price Differentials shall be

BANK OF BLUE VALLEY | MEMBER FDIC 57 BBV0272 the per annum percentage rate determined by the Seller from time to time. The Pricing Rate is not necessarily related to the yield on the Purchased Securities.

6. Income Payments. Seller shall be entitled to receive an amount equal to all Income paid or distributed on or in respect of the Securities that is not otherwise received by Seller, to the full extent it would be so entitled if the Securities had not been sold to Buyer. Buyer shall, as the parties may agree with respect to any Transaction (or, in the absence of any such agreement, as Buyer shall reasonably determine in its discretion), on the date such Income is paid or distributed either (i) transfer to or credit to the account of Seller such Income with respect to any Purchased Securities subject to such Transaction or (ii) with respect to Income paid in cash, apply the Income payment or payments to reduce the amount, if any, to be transferred to Buyer by Seller upon termination of such Transaction. Buyer shall not be obligated to take any action pursuant to the preceding sentence if an Event of Default with respect to Seller has occurred and is then continuing at the time such Income is paid or distributed.

7. Security Interest. Although the parties intend that all Transactions hereunder be sales and purchases and not loans, in the event any such Transactions are deemed to be loans, Seller shall be deemed to have pledged to Buyer as security for the performance by Seller of its obligations under each such Transaction, and shall be deemed to have granted to Buyer a security interest in, all of the Purchased Securities with respect to all Transactions hereunder and all Income thereon and other proceeds thereof.

8. Payment and Transfer. Unless otherwise mutually agreed, all transfers of funds hereunder shall be in immediately available funds. All Securities transferred by one party hereto to the other party (i) shall be in suitable form for transfer or shall be accompanied by duly executed instruments of transfer or assignment in blank and such other documentation as the party receiving possession may reasonably request, (ii) shall be transferred on the book-entry system of a Federal Reserve Bank, or (iii) shall be transferred by any other method mutually acceptable to Seller and Buyer.

9. Right to Offset. To the extent permitted by applicable law, rule, or other regulation, the Seller may offset and charge against the Master Account any liability, obligation, or indebtedness of Buyer to the Seller and the amount of any fees owed by Buyer to the Seller.

10. Segregation of Purchased Securities. To the extent required by applicable law, all Purchased Securities in the possession of Seller shall be segregated from other securities in its possession and shall be identified as subject to this Agreement. Segregation may be accomplished by appropriate identification on the books and records of the holder, including a financial or securities intermediary or a clearing corporation. All of Seller’s interest in the Purchased Securities shall pass to Buyer on the Purchase Date and, unless otherwise agreed by Buyer and Seller, nothing in this Agreement shall preclude Buyer from engaging in repurchase transactions with the Purchased Securities or otherwise selling, transferring, pledging or hypothecating the Purchased Securities, and Seller shall, as agent for Buyer, effect instructions regarding the disposition of any Purchased Securities given by Buyer to effect transactions pursuant to Paragraph 14; provided that no such transaction shall relieve Buyer of its obligations to transfer Purchased Securities to Seller pursuant to Paragraph 3 or 14 hereof, or of Buyer’s obligation to credit or pay Income to, or apply Income to the obligations of, Seller pursuant to Paragraph 6 hereof. Required Disclosure for Transactions in Which the Seller Retains Custody of the Purchased Securities Seller is not to substitute other securities for those subject to this Agreement and therefore must keep Buyer’s securities segregated at all times, unless in this Agreement Buyer grants Seller the right to substitute other securities. If Buyer grants the right to substitute, this means that Buyer’s securities will likely be commingled with Seller’s own securities during the trading day. Buyer is advised that, during any trading day that Buyer’s securities are commingled with Seller’s securities, they may be subject to liens granted by Seller to third parties and may be used by Seller for deliveries on other securities transactions. Whenever the securities are commingled, Seller’s ability to resegregate substitute securities for Buyer will be subject to Seller’s ability to satisfy any lien or to obtain substitute securities.

BANK OF BLUE VALLEY | MEMBER FDIC 58 BBV0272 11. Representations. Each of Buyer and Seller represents and warrants to the other that (i) it is duly authorized to execute and deliver this Agreement, to enter into Transactions contemplated hereunder and to perform its obligations hereunder and has taken all necessary action to authorize such execution, delivery and performance, (ii) it will engage in such Transactions as principal (or, if agreed in writing, in the form of an annex hereto or otherwise, in advance of any Transaction by the other party hereto, as agent for a disclosed principal), (iii) the person signing this Agreement on its behalf is duly authorized to do so on its behalf (or on behalf of any such disclosed principal), (iv) it has obtained all authorizations of any governmental body required in connection with this Agreement and the Transactions hereunder and such authorizations are in full force and effect and (v) the execution, delivery and performance of this Agreement and the Transactions hereunder will not violate any law, ordinance, charter, bylaw or rule applicable to it or any agreement by which it is bound or by which any of its assets are affected. On the Purchase Date for any Transaction Buyer and Seller shall each be deemed to repeat all the foregoing representations made by it.

12. Events of Default. In the event that (i) Seller fails to transfer or Buyer fails to purchase Purchased Securities upon the applicable Purchase Date, (ii) Seller fails to repurchase or Buyer fails to transfer Purchased Securities upon the applicable Repurchase Date, (iii) Buyer fails, after one business day’s notice, to comply with Paragraph 6 hereof, (iv) an Act of Insolvency occurs with respect to Seller or Buyer, (v) any representation made by Seller or Buyer shall have been incorrect or untrue in any material respect when made or repeated or deemed to have been made or repeated, or (vi) Seller or Buyer shall admit to the other its inability to, or its intention not to, perform any of its obligations hereunder (each an “Event of Default”): a. The non-defaulting party may, at its option (which option shall be deemed to have been exercised immediately upon the occurrence of an Act of Insolvency), declare an Event of Default to have occurred hereunder and, upon the exercise or deemed exercise of such option, the Repurchase Date for each Transaction hereunder shall, if it has not already occurred, be deemed immediately to occur (except that, in the event that the Purchase Date for any Transaction has not yet occurred as of the date of such exercise or deemed exercise, such Transaction shall be deemed immediately canceled). The non-defaulting party shall (except upon the occurrence of an Act of Insolvency) give notice to the defaulting party of the exercise of such option as promptly as practicable. b. In all Transactions in which the defaulting party is acting as Seller, if the non-defaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, (i) the defaulting party’s obligations in such Transactions to repurchase all Purchased Securities, at the Repurchase Price therefore on the Repurchase Date determined in accordance with subparagraph (a) of this Paragraph, shall thereupon become immediately due and payable, (ii) all Income paid after such exercise or deemed exercise shall be retained by the non-defaulting party and applied to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder, and (iii) the defaulting party shall immediately deliver to the non-defaulting party any Purchased Securities subject to such Transactions then in the defaulting party’s possession or control. c. In all Transactions in which the defaulting party is acting as Buyer, upon tender by the non-defaulting party of payment of the aggregate Repurchase Prices for all such Transactions, all right, title and interest in and entitlement to all Purchased Securities subject to such Transactions shall be deemed transferred to the non- defaulting party, and the defaulting party shall deliver all such Purchased Securities to the non-defaulting party. d. If the non-defaulting party exercises or is deemed to have exercised the option referred to in subparagraph (a) of this Paragraph, the non-defaulting party, without prior notice to the defaulting party, may: (i) as to Transactions in which the defaulting party is acting as Seller, (A) immediately sell, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the non-defaulting party may reasonably deem satisfactory, any or all Purchased Securities subject to such Transactions and apply the proceeds thereof to the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party hereunder or (B) in its sole discretion elect, in lieu of selling all or a portion of such Purchased Securities, to give the defaulting party credit for such Purchased Securities in an amount equal to the price therefore on such date, obtained from a generally recognized source or the most recent closing bid quotation from such a source, against the aggregate unpaid Repurchase Prices and any other amounts owing by the defaulting party

BANK OF BLUE VALLEY | MEMBER FDIC 59 BBV0272 hereunder; and (ii) as to Transactions in which the defaulting party is acting as Buyer, (A) immediately purchase, in a recognized market (or otherwise in a commercially reasonable manner) at such price or prices as the non- defaulting party may reasonably deem satisfactory, securities (“Replacement Securities”) of the same class and amount as any Purchased Securities that are not delivered by the defaulting party to the non-defaulting party as required hereunder or (B) in its sole discretion elect, in lieu of purchasing Replacement Securities, to be deemed to have purchased Replacement Securities at the price therefore on such date, obtained from a generally recognized source or the most recent closing offer quotation from such a source. Unless otherwise provided in Annex I (if applicable), the parties acknowledge and agree that (1) the Securities subject to any Transaction hereunder are instruments traded in a recognized market, (2) in the absence of a generally recognized source for prices or bid or offer quotations for any Security, the non-defaulting party may establish the source therefore in its sole discretion and (3) all prices, bids and offers shall be determined together with accrued Income (except to the extent contrary to market practice with respect to the relevant Securities). e. As to Transactions in which the defaulting party is acting as Buyer, the defaulting party shall be liable to the non- defaulting party for any excess of the price paid (or deemed paid) by the non-defaulting party for Replacement Securities over the Repurchase Price for the Purchased Securities replaced thereby and for any amounts payable by the defaulting party under Paragraph 6 hereof or otherwise hereunder. f. For purposes of this Paragraph 14, the Repurchase Price for each Transaction hereunder in respect of which the defaulting party is acting as Buyer shall not increase above the amount of such Repurchase Price for such Transaction determined as of the date of the exercise or deemed exercise by the non-defaulting party of the option referred to in sub-paragraph (a) of this Paragraph. g. The defaulting party shall be liable to the non-defaulting party for (i) the amount of all reasonable legal or other expenses incurred by the non-defaulting party in connection with or as a result of an Event of Default, (ii) damages in an amount equal to the cost (including all fees, expenses and commissions) of entering into replacement transactions and entering into or terminating hedge transactions in connection with or as a result of an Event of Default, and (iii) any other loss, damage, cost or expense directly arising or resulting from the occurrence of an Event of Default in respect of a Transaction. h. To the extent permitted by applicable law, the defaulting party shall be liable to the non-defaulting party for interest on any amounts owing by the defaulting party hereunder, from the date the defaulting party becomes liable for such amounts hereunder until such amounts are (i) paid in full by the defaulting party or (ii) satisfied in full by the exercise of the non-defaulting party’s rights hereunder. Interest on any sum payable by the defaulting party to the non-defaulting party under this Paragraph 14 shall be at a rate equal to the greater of the Pricing Rate for the relevant Transaction or the Prime Rate. i. The non-defaulting party shall have, in addition to its rights hereunder, any rights otherwise available to it under any other agreement or applicable law.

13. Single Agreement. Buyer and Seller acknowledge that, and have entered hereinto and will enter into each Transaction hereunder in consideration of and in reliance upon the fact that, all Transactions hereunder constitute a single business and contractual relationship and have been made in consideration of each other. Accordingly, each of Buyer and Seller agrees (i) to perform all of its obligations in respect of each Transaction hereunder, and that a default in the performance of any such obligations shall constitute a default by it in respect of all Transactions hereunder, (ii) that each of them shall be entitled to set off claims and apply property held by them in respect of any Transaction against obligations owing to them in respect of any other Transactions hereunder and (iii) that payments, deliveries and other transfers made by either of them in respect of any Transaction shall be deemed to have been made in consideration of payments, deliveries and other transfers in respect of any other Transactions hereunder, and the obligations to make any such payments, deliveries and other transfers may be applied against each other and netted.

14. Notices and Other Communications. Any and all notices, statements, demands or other communications hereunder may be given by a party to the other by mail, facsimile, telegraph, messenger or otherwise to the address specified in the Set Up Sheet, or so sent to such party at any other place specified in a notice of change of address hereafter

BANK OF BLUE VALLEY | MEMBER FDIC 60 BBV0272 received by the other. All notices, demands and requests hereunder may be made orally, to be confirmed promptly in writing, or by other communication as specified in the preceding sentence.

15. Use of Employee Plan Assets.

a. If assets of an employee benefit plan subject to any provision of the Employee Retirement Income Security Act of 1974 (“ERISA”) are intended to be used by either party hereto (the “Plan Party”) in a Transaction, the Plan Party shall so notify the other party prior to the Transaction. The Plan Party shall represent in writing to the other party that the Transaction does not constitute a prohibited transaction under ERISA or is otherwise exempt therefore, and the other party may proceed in reliance thereon but shall not be required so to proceed. b. Subject to the last sentence of subparagraph (a) of this Paragraph, any such Transaction shall proceed only if Seller furnishes or has furnished to Buyer its most recent available audited statement of its financial condition and its most recent subsequent unaudited statement of its financial condition. c. By entering into a Transaction pursuant to this Paragraph, Seller shall be deemed (i) to represent to Buyer that since the date of Seller’s latest such financial statements, there has been no material adverse change in Seller’s financial condition which Seller has not disclosed to Buyer, and (ii) to agree to provide Buyer with future audited and unaudited statements of its financial condition as they are issued, so long as it is a Seller in any outstanding Transaction involving a Plan Party.

16. Intent. a. The parties recognize that each Transaction is a “repurchase agreement” as that term is defined in Section 101 of Title 11 of the United States Code, as amended (except insofar as the type of Securities subject to such Transaction or the term of such Transaction would render such definition inapplicable), and a “securities contract” as that term is defined in Section 741 of Title 11 of the United States Code, as amended (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). b. It is understood that either party’s right to liquidate Securities delivered to it in connection with Transactions hereunder or to exercise any other remedies pursuant to Paragraph 11 hereof is a contractual right to liquidate such Transaction as described in Sections 555 and 559 of Title 11 of the United States Code, as amended. c. The parties agree and acknowledge that if a party hereto is an “insured depository institution,” as such term is defined in the Federal Deposit Insurance Act, as amended (“FDIA”), then each Transaction hereunder is a “qualified financial contract,” as that term is defined in FDIA and any rules, orders or policy statements thereunder (except insofar as the type of assets subject to such Transaction would render such definition inapplicable). d. It is understood that this Agreement constitutes a “netting contract” as defined in and subject to Title IV of the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) and each payment entitlement and payment obligation under any Transaction hereunder shall constitute a “covered contractual payment entitlement” or “covered contractual payment obligation”, respectively, as defined in and subject to FDICIA (except insofar as one or both of the parties is not a “financial institution” as that term is defined in FDICIA).

17. Disclosure Relating to Certain Federal Protections. The parties acknowledge that they have been advised that: a. in the case of Transactions in which one of the parties is a broker or dealer registered with the Securities and Exchange Commission (“SEC”) under Section 15 of the Securities Exchange Act of 1934 (“1934 Act”), the Securities Investor Protection Corporation has taken the position that the provisions of the Securities Investor Protection Act of 1970 (“SIPA”) do not protect the other party with respect to any Transaction hereunder; b. in the case of Transactions in which one of the parties is a government securities broker or a government securities dealer registered with the SEC under Section 15C of the 1934 Act, SIPA will not provide protection to the other party with respect to any Transaction hereunder; and FDIC INSURANCE Buyer acknowledges that the Transactions and Purchased Securities are: • Not FDIC Insured; • Not deposits of Seller; and

BANK OF BLUE VALLEY | MEMBER FDIC 61 BBV0272 • Subject to investment risks, including the possible loss of the principal amount invested. In the event of a bank closure, the availability of FDIC insurance will be determined after giving effect to all sweeps scheduled to occur under this Agreement before the cut-off time established by the FDIC, which may be earlier than the Cut-Off Time specified in this Agreement. Any funds remaining in the Master Account after the FDIC’s cut-off time will be deposits insured up to the maximum amount permitted by law for deposits in the same type of account and same ownership capacity. The Buyer will have a secured claim against the Seller for the value of any Purchased Securities that have not been repurchased by the Seller as of the FDIC’s cut-off time. c. in the case of Transactions in which one of the parties is a financial institution, funds held by the financial institution pursuant to a Transaction hereunder are not a deposit and therefore are not insured by the Federal Deposit Insurance Corporation or the National Credit Union Share Insurance Fund, as applicable.

ELECTRONIC CHECK PROCESSING

1. Background. Bank offers the Program for the electronic clearing of checks, which enables Customer to convert checks to electronic items and to transmit those items electronically for deposit into Customer's account at Bank. Customer desires to use the Program to electronically transmit and process checks for deposit and collection purposes.

2. Definitions. Capitalized terms used in this Agreement shall have the meanings indicated herein.

3. Customer Obligations. Customer represents and warrants that with respect to each Check processed by Customer hereunder and the corresponding Electronic Item: (i) the Electronic Item is a digitized image of the front and back of the Check and accurately represents all of the information on the front and back of the Check as of the time Customer converted the Check to an Electronic Item; (ii) the Electronic Item contains all endorsements applied by parties that previously handled the Check in any form for forward collection or return; and (iii) all transfer and presentment warranties made under applicable law and the Account Agreement. If Customer captures a digital image of a previously truncated and reconverted Substitute Check for processing, Customer shall ensure that such Substitute Check meets the requirements for legal equivalency under Regulation CC and the identifications of previous truncating and reconverting bank(s) (as such terms are defined in Regulation CC) are preserved.

4. Compliance with Laws. Each party will comply with all applicable federal, state and local laws and regulations with respect to this Agreement and such party's activities covered by or related to this Agreement.

5. Construction and Interpretation. Section headings used herein are for the convenience of reference only, and shall not affect the meaning or interpretation of this Agreement. This Agreement shall be deemed to have been drafted by both parties, and in the event of dispute, no party shall be entitled to claim that any provision hereof should be construed against the other party by reason of the fact that it was drafted by any particular party. The failure of either party to enforce any rights granted under this Agreement or to take action against the other party in the event of any breach shall not be considered a waiver of that right or breach unless the waiver has been reduced to writing and signed by the waiving party. If a party effectively waives a right or breach, that waiver will not constitute a waiver of any other right or breach or of a subsequent breach of the same obligation. If any provision of this Agreement is held invalid, illegal or unenforceable in any particular jurisdiction or circumstance, the remaining provisions of this Agreement shall remain valid and enforceable in such jurisdiction or circumstance, and such provision shall remain valid and enforceable in any other jurisdiction or circumstance.

6. Relationship Between Parties. This Agreement will not be construed as creating an agency, partnership, joint venture, or any other form of association, for tax purposes or otherwise, between the parties, and the parties will at all times be and remain independent contractors. Except as expressly agreed by the parties in writing, neither party will have any right or authority, express or implied, to assume or create any obligation of any kind, or to make any representation or warranty, on behalf of the other party or to bind the other party in any respect

BANK OF BLUE VALLEY | MEMBER FDIC 62 BBV0272 whatsoever.

7. Security Interest. Customer grants Bank a security interest in the Account, including any present and future principal and interest, as collateral security for the Performance of Customer hereunder.

8. Third Party Beneficiaries. This Agreement is for the sole and exclusive benefit of Bank and Customer and is not intended to benefit any third party, except Bank licensors. Customer and Bank acknowledge and agree that any party that licenses the Software to Bank, directly or indirectly through one or more sub-licensees, is a third party beneficiary to this Agreement with respect to those provisions dealing with use and protection of intellectual property.

Definitions

Account: Customer's account at Bank into which Checks transmitted electronically will be deposited. Account Agreement with respect to any Account means Bank's standard deposit agreements and disclosures governing the Account, as they may be amended from time to time. Authorized Equipment: Equipment that has been approved by Bank for use with the Software. Check: A draft that is payable on demand, drawn on or payable through or at an office of a United States Financial Institution, whether negotiable or not, and payable or endorsed to Customer, and includes Original Checks and Substitute Checks. Such term does not include Non-cash Items or items payable in a medium other than United States money. [Note: Bank processing of items that do not meet this definition shall not constitute a waiver by Bank or obligate it to process nonconforming items in the future. Bank may discontinue processing of nonconforming items at any time, without cause or prior notice.] Documentation: All documentation, manuals and instructions relating to the Program or the Authorized Equipment, which Bank provides to Customer from time-to-time pursuant to this Agreement, including without limitation documentation regarding installation and use of the Software. Electronic Item: A digitized image of a Check, an Image Exchange Item, or any other electronic version of a Check or other electronic item (such as items processable through the automated clearinghouse (ACH) system) approved by Bank for processing through the Program. Bank reserves the right to review and approve any Electronic Items that are designed in the future. Image Exchange Item: A digitized image of a Check cleared and settled directly with a Payor Financial Institution without conversion to a Substitute Check. Noncash Item: An item that would otherwise be a Check, except that: (i) a passbook, certificate or other document is attached; (ii) it is accompanied by special instructions, such as a request for special advice of payment or dishonor; (iii) it consists of more than a single thickness of paper, except a Check that qualifies for handling by automated check processing equipment; or (iv) it has not been pre-printed or post-encoded in magnetic ink with the routing number of the Payor Financial Institution. Original Check: The first paper Check issued with respect to a particular payment transaction. Payor Financial Institution: The United States Financial Institution ordered in a Check to make payment to the payee(s) named on the Check. Program: Collectively the procedures, protocols, and software used by Bank and its licensors and contractors in connection with the electronic processing of Checks, and includes without limitation the Software and the Services. Regulation CC: 12 C.F.R. Part 229, as it may be amended from time to time. Services: The services described to be provided by Bank, or an agent or designee of Bank, to enable Customer to process Checks digitally and through Substitute Checks. Software: That portion of the software developed, licensed and/or provided by Bank and its licensors for operation of the Program, that Bank delivers or provides to Customer hereunder. Substitute Check: A paper reproduction of a Check that satisfies the requirements and definition of "substitute check" set forth in Regulation CC. United States Financial Institution: (i) any person, located in the United States, engaged in the business of banking; (ii) a Federal Reserve Bank; (iii) a Federal Home Loan Bank; and (iv) to the extent it acts as a payor, the U.S. Treasury, the U.S. Postal Service, or a State or local government.

BANK OF BLUE VALLEY | MEMBER FDIC 63 BBV0272 SERVICE TERMS AND CONDITIONS

1. Bank’s Responsibilities. a. Bank will deliver to Customer, or otherwise provide access to, the Software. b. Bank will provide installation and training support as reasonably required for Customer's implementation of the Program. Any onsite installation or training support shall be on such terms and conditions as the parties agree, including reimbursement for Bank reasonable travel costs. c. Bank will provide maintenance and support for the Software as reasonably necessary to permit Customer's processing of Checks through the Program. Such maintenance and support shall include (i) corrections, workarounds and bug fixes, (ii) such modifications, enhancements and updates as Bank elects to make generally available to its customers without additional license fees, and (iii) telephone support to Customer during Bank regular business hours. d. Bank will accept for deposit to the designated Account digitized images of Checks that are transmitted to Bank in compliance with this Agreement. Digitized images shall be deemed received upon successful receipt of the transmission of such images that are complete, usable, and adhere to the data specifications set forth in the Documentation. If the digitized images are not complete, are not useable, or do not adhere to such data specifications, the images may not be processed by Bank or its agents, in which event Customer's deposit will be adjusted and notification will be provided. e. Bank will provide Customer an e-mail notification of Customer's transmission of digitized images as outlined in the Documentation. f. Customer's digitized images will be processed after Bank has received Customer's transmission of the digitized images. Bank will use commercially reasonable efforts to present Image Exchange Items and Substitute Checks for collection. Unless Bank notifies Customer otherwise, Bank will provide same day credit to the Account for all items transmitted by Customer and received by Bank in accordance with the requirements of this Agreement and the Documentation, and within the timelines established by Bank. g. If a Payor Financial Institution returns an item to Bank, Bank will charge the Account for such returned item, and may either (i) return the item to Customer, or (ii) re-present it to the Payor Financial Institution before returning it to Customer. Items may be returned as Image Exchange Items, rather than Substitute Checks, as agreed by the parties. If a Payor Financial Institution or other third party makes a claim against Bank or seeks a re-credit with respect to any Check processed hereunder, Bank may provisionally freeze or hold aside a like amount in the Account pending investigation and resolution of the claim. h. Bank may suspend immediately the Services or the processing of any Check or corresponding Electronic Item if Bank has reason to believe that there has been a breach in the security of the Program, fraud involving Customer's Account or such Check, or any uncertainty as to the authorization or accuracy of Electronic Items. Bank reserves the right at any time to process Electronic Items on a collection basis.

2. Customer Responsibilities. a. Customer will maintain an Account at Bank for the receipt of deposits of digitized images of Checks, in accordance with applicable Account Agreement. b. Customer will initiate security procedures so that no individual will be allowed to initiate electronic transmissions using the Program without proper authorization, supervision, and safeguards, and agrees to take all reasonable steps to maintain the confidentiality of the security procedures and any related security features. Customer will safeguard the confidentiality of all passwords used to access the Program, limit access to its passwords to persons who have a need to know such information, closely and regularly monitor the activities of employees who access the Program, and prohibit its employees and agents from initiating entries without proper supervision and adequate controls. It shall be the sole responsibility of Customer to properly secure all information including non-public information (e.g. account numbers) exported from the Authorized Equipment and stored on external media (e.g. hard drives, tapes, diskettes, thumb drives, disk drives). c. Customer will install the Software in accordance with the Documentation, and will install and implement any changes and upgrades to the Software as Bank may require, within 30 days of receipt of such change or upgrade,

BANK OF BLUE VALLEY | MEMBER FDIC 64 BBV0272 or within such shorter time frame as Bank may reasonably require in the event such change or upgrade is necessary to comply with statutory or regulatory changes or developments, or to protect the integrity and security of the Program. d. Customer may use only Authorized Equipment in connection with the Software. Unless otherwise provided in an addendum to this Agreement or in a separate agreement, Customer, and not Bank, shall be responsible for ordering, obtaining and maintaining all Authorized Equipment. e. Customer will use the Authorized Equipment and the Software, including the entering, processing and transmittal of items, in accordance with the Documentation. Without limiting the foregoing, Customer will comply with all security procedures described in the Documentation, and will not bypass, override or disable any security mechanisms in the Authorized Equipment or Software. Customer will be responsible for cost of equipment and/or replacement of such, if authorized equipment is damaged due to negligence on their part. f. Customer will ensure the Authorized Equipment is clean and operating properly, and inspect and verify the quality of images and that the digitized images of Checks are legible for all posting and clearing purposes. g. Customer will be responsible for training its employees in the use of the Program, and for supervising and auditing their use of the Program. h. Customer will ensure that no financial institution (depositary, collecting or payor), drawee, drawer or endorser with respect to a Check processed by Customer will receive presentment or return of, or otherwise be charged for, the Check (including the Original Check or Substitute Check), corresponding Electronic Item, and/or other paper or electronic representation of the Check such that such person will be asked to make payment based on an item that it already has paid. i. Customer will retain each Check for a reasonable period of time, but in no event fewer than 30 days after such Check has been digitized and processed. Customer will store the Checks in a secure container located in an area that restricts the possibility that the non-public information contained in the Checks can be accessed by unauthorized persons, or that the original paper Checks could be accidentally reprocessed and deposited at a future date. Customer will promptly provide any retained Check (or, if the Check is no longer in existence, a sufficient copy of the front and back of the Check) to Bank as requested to aid in the clearing and collection process or to resolve claims by third parties with respect to any Check. Subsequent to the aforementioned retention period, but no later than 90 days after processing, it is the responsibility of Customer to destroy the original Checks in a manner that will prevent the disclosure of the non-public information (e.g. account numbers) contained in the Checks. j. Customer will retain all information about its digitizing of Checks as created by the Software for no less than 7 days. In the event of lost, mistaken, incomplete or unusable Electronic Items, or in the event of claims of fraud, alteration, counterfeit or otherwise, Customer shall cooperate fully with Bank in providing information, including access to such records. k. In the event that communication, equipment or software outages prevent Customer from electronically transmitting Electronic Items to Bank, whether or not the fault of Customer, Bank, or a third party, the Customer will physically transport checks and deposits to the closest office of Bank and make such deposits until such time that the outage can be identified and resolved. Customer agrees to bear all of its expenses associated with this contingency plan. l. Upon request, Customer will grant Bank the opportunity to conduct audits of Customer’s compliance with this agreement. Such audits may include, when appropriate, onsite evaluations of Customer’s physical and information security controls. In the event Customer security controls do not meet commercially reasonable standards, Bank reserves the right to provide notice to Customer in accordance with Section 7- TERM AND TERMINATION of this Electronic Check Processing Agreement. m. Endorsement. Customer will endorse all deposited items with a restrictive endorsement as follows: For Remote Deposit Only to “Insert Bank Name”.

INTELLECTUAL PROPERTY PROVISIONS

1. Protection and Security of Software and Documentation.

BANK OF BLUE VALLEY | MEMBER FDIC 65 BBV0272 a. Customer will establish reasonable precautions and use commercially reasonable efforts, no less rigorous that those Customer uses to protect its own confidential information to protect and maintain the confidentiality and security of the Software and the Documentation. Without limiting the generality of the foregoing, Customer will use reasonable measures to protect the Software and Documentation from unauthorized copying, dissemination, disclosure or other unauthorized use. b. Customer will not, and will not permit any third party to, (i) copy or use the Software or Documentation except as expressly authorized by this Agreement (including this Schedule); (ii) sublicense, rent, distribute, transfer, publish, disclose, display or otherwise make available the Software to others; (iii) use the Software or Documentation for third-party training, commercial time-sharing or service bureau use; or (iv) alter, change, modify or otherwise create derivative works of the Software or Documentation. c. Customer will not, and will not permit any third party to, reverse engineer, disassemble or decompile any Software, except to the extent expressly permitted by applicable law. If Customer intends or begins to take any such action based on any applicable law, Customer shall notify Bank and Bank shall have the right to immediately terminate this Agreement and/or the license to the Software upon notice to Customer. d. Customer will maintain a complete and accurate list of all locations where Customer has loaded and maintains the Software, and make such list available to Bank upon Bank request.

2. Ownership of Intellectual Property. a. Customer acknowledges and agrees that all right, title and interest in and to the Software and the Documentation, together with modifications, enhancements and derivative works, and all intellectual property rights such as copyrights, patents, and trade secrets, pertaining to the Software and the Documentation, (i) are and shall remain owned exclusively throughout the universe by Bank and its licensors, (ii) represent or contain valuable rights of Bank and its licensors, and (iii) are protected under United States patent, copyright, trademark and trade secret laws of general applicability. This Agreement does not create in Customer any rights to, and does not constitute an assignment of any rights of Bank or its licensors in and to, any copyrights, trade secrets, patents, or other intellectual property rights of Bank or such licensors. Other than the license set forth above in this Schedule, no other license or interest in the Software or Documentation, either express or implied, is granted under this Agreement. b. Customer will not at any time, either directly or indirectly, (i) put to issue the scope, validity or ownership of Bank or its licensors' intellectual property rights in the Software and Documentation; (ii) do any act which could reasonably be expected to impair the scope, validity or ownership of such intellectual property rights, or (iii) assert any ownership rights to the Software or Documentation. Customer acknowledges and agrees that this Agreement does not grant or convey to Customer (i) an interest in or to the Software or Documentation, but only a limited right of use, revocable in accordance with the terms hereof; or (ii) any right, title, interest or license in or to any trademark of Bank or its licensors, other than the right to use "powered by Test Deposit". c. Customer hereby assigns to Bank and/or its licensors, as directed by Bank, any rights, including any patent, copyright, mask work rights, trademarks, and trade secrets, which Customer may now have or which it may acquire at any time in the future to the Software or the intellectual property rights to the Software, and any other computer code using any of the Software. d. Customer shall not remove or alter any copyright, trademark, or other intellectual property or proprietary right notices, legends, symbols or labels appearing on or in the Software, Documentation or any packaging, and shall include on any copy of the Software or Documentation any copyright, trademark, or other intellectual property or proprietary right notices contained on the original. e. Customer will (i) cooperate with Bank and its licensors to protect the Software, including in connection with any lawsuits or disputes involving the Software; (ii) promptly notify Bank and provide to it relevant background and other facts upon becoming aware of any actual or potential claim made by a third party regarding infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof, by the Software; and (iii) in the event of any actual or potential infringement, misappropriation, imitation, illegal use or misuse, or reasonable likelihood thereof of the Software by others, (a) grant to Bank and its licensors the sole right to determine the course of action with respect to such infringement and to bring any proceeding with respect thereto, and to settle, and collect any settlement amount or judgment for any such proceeding, and (b) agree

BANK OF BLUE VALLEY | MEMBER FDIC 66 BBV0272 that such licensors shall be solely entitled to any proceeds of any such proceeding, including without limitation any settlement proceeds, insurance proceeds, arbitration award, judgment, or other consideration in any form.

3. Compliance with Law. Customer shall not export, re-export or otherwise transfer, directly or indirectly, the Software or any portion thereof to any location outside the United States without first complying with all applicable foreign and United States federal, state andElectronic Check Processing Agreement local laws, rules, regulations or controls (including without limitation those regarding import, export, marketing, distribution or use of software programs).

4. Further Assurances. Customer will, at its expense, promptly execute and deliver such further documents and take any and all other actions reasonably requested by Bank from time to time, for the purpose of fully effectuating the intent and purposes of this Schedule, and to protect the interests of Bank, its licensors, and their respective successors and assignees.

MOBILE REMOTE DEPOSIT SERVICES AGREEMENT

This Mobile Remote Deposit Services Agreement ("Agreement") provides the general rules that apply to use of mobile remote deposit services ("Mobile Deposit"). You agree that Mobile Deposit shall be governed by these terms and conditions and other relevant terms of the agreement(s) governing the deposit account into which checks are deposited and that the Bank may change or discontinue the terms and conditions for Mobile Deposit at any time.

Mobile Deposit is designed to allow you to make deposits of checks ("original checks") to your Bank accounts from home or other remote locations by scanning the original checks and delivering the digital images and associated deposit information ("images") to us or our processor with your mobile device.

Once you agree to the terms of the mobile remote deposit services agreement, the service will be available through the mobile app.

Limits: Mobile Deposits are limited in amount to $2,000 per day and $5,000.00 per month. These amounts are subject to change by the Bank. Higher limits may be available subject to the Bank's approval.

Accounts: Deposits can be made to any of the accounts associated with the online banking account.

Fees: Business accounts will be assessed a fee of $.50 per deposit.

Eligible Items: You agree to scan and deposit only checks (i.e., drafts drawn on a credit union, savings and loan or bank and payable on demand).

You agree that you will not use Mobile Deposit to deposit:

• Checks payable to any person or entity other than you (i.e., payable to another party and then endorsed to you); • Checks payable to you and another party who is not a joint owner on the account; • Checks that contain evidence of alteration, or that you know or suspect, or should know or suspect, are fraudulent or otherwise not authorized by the owner of the account on which the check is drawn; • Checks that have been previously deposited; • Checks that are stale-dated (a check presented more than 6 months after its date) or post-dated; • Checks drawn on banks located outside of the United States; • Checks payable in a medium other than U.S. currency; • Non-cash items (as defined under Section 229.2(u) of Federal Reserve's Regulation CC). Non-cash items include, but are not limited to, checks accompanied by special instructions, checks which consist of

BANK OF BLUE VALLEY | MEMBER FDIC 67 BBV0272 more than a single thickness of paper, and checks which have not been preprinted with MICR (magnetic ink character recognition) routing and account number data; • Sight drafts (A draft which is payable on presentation to the paying bank-in other words, on sight or demand); • Promissory notes and similar obligations, such as savings bonds; and • Any other class of checks or drafts as identified by Bank to Customer from time to time.

Requirements: Each check image must provide all information on the front and back of the original check at the time presented to you by the drawer, including, but not limited to, information about the drawer and the paying bank that is preprinted on the original check, MICR information, signature(s), any required identification written on the front of the original check and any endorsements applied to the back of the original check. The image quality must meet the standards established by the American National Standards Institute, the Board of Governors of the Federal Reserve, and any other regulatory agency, clearing house or association.

A check payable to two payees must be endorsed by both payees. If the check is payable to you or the joint owner, either of you can endorse it. If the check is made payable to you and the joint owner, both of you must endorse the check.

Endorsements and Procedures You agree to restrictively endorse any items transmitted through the Service as "For Mobile Deposit Only” or as otherwise instructed by us. If you do not endorse deposits as requested, your item may be rejected. If your deposit is rejected you will not be able to resubmit your deposit via mobile deposit and must deposit it at a branch location. You agree to follow any and all other procedures and instructions for use of this Service as the Bank may establish from time to time. Any loss that Bank incurs from a delay or processing error resulting from an irregular endorsement or other markings by you will be your responsibility. The Bank has no responsibility or liability for any fees incurred due to the rejection of transmitted items for missing/incomplete endorsements.

Receipt of Deposit All images processed for deposit through Mobile Deposit will be treated as "deposits" under your current Deposit Account Agreement and Disclosure with us and will be subject to all terms of the Deposit Account Agreement and Disclosure. When we receive an image, we will confirm receipt via email to you. We shall not be deemed to have received the image for deposit until we have confirmed receipt to you by email. Confirmation does not mean that the image contains no errors. We are not responsible for any image that we do not receive.

Following receipt, we may process the image by preparing a "substitute check" or clearing the item as an image.

We reserve the right, at our sole and absolute discretion, to reject any image for remote deposit into your account. You should check the status of your items within Online Banking.

Original Checks After you receive confirmation that we have received an image, you must securely store the original check for 14 days after transmission to us and make the original check accessible to us at our request. Upon our request from time to time, you will deliver to us within 3 business days, at your expense, the requested original check in your possession. If not provided in a timely manner, such amount will be reversed from your account. Within 30 days of deposit, you must destroy the original check by first marking it "VOID" and then destroying it by cross-cut shredding or another commercially acceptable means of destruction. After destruction of an original check, the image will be the sole evidence of the original check.

BANK OF BLUE VALLEY | MEMBER FDIC 68 BBV0272 You agree that you will never re-present the original check. You understand that you are responsible if anyone is asked to make a payment based on an original check that has already been paid.

Returned Deposits Any credit to your account for checks deposited using Mobile Deposit is provisional. If original checks deposited through Mobile Deposit are dishonored, rejected, returned unpaid by the drawee bank, or are rejected or returned by a clearing agent or collecting bank, for any reason, including, but not limited to, issues relating to the quality of the image, you agree that an original check will not be returned to you and that we may charge back the amount of the original check and provide you with an image of the original check, a paper reproduction of the original check, or a substitute check. You will reimburse us for all loss, cost, damage or expense caused by, or relating to, the processing of the returned item. Without our approval, you shall not attempt to deposit or otherwise negotiate an original check if it has been charged back to you.

We may debit any of your accounts to obtain payment for any item that has been rejected or returned, for any adjustment related to such item or for any warranty claim related to such item, whether or not the rejection, return, adjustment or warranty claim was made timely.

Your Warranties You make the following warranties and representations with respect to each image:

• Each image is a true and accurate rendition of the front and back of the original check, without alteration, and the drawer of the check has no defense against payment of the check; • The amount, payee(s), signature(s), and endorsement(s) on the image and on the original check are legible, genuine, and accurate; • You will not deposit or otherwise endorse to a third party the original check and no person will receive a transfer, presentment, or return of, or otherwise be charged for, the original check or a paper or electronic representation of the original check such that the person will be asked to make payment based on an item that has already been paid; • There are no other duplicate images of the original check; • The original check was authorized by the drawer in the amount stated on the original check and to the payee(s) stated on the original check; • You are authorized to enforce and obtain payment of the original check; and • You have possession of the original check and no party will submit the original check for payment.

With respect to each image, you make to us all representations and warranties that we make or are deemed to make to any party pursuant to law, regulation or clearinghouse rule. You agree that files and images transmitted to us will contain no viruses or any other disabling features that may have an adverse impact on our network, data, or related systems.

Compliance with Law You will use Mobile Deposit for lawful purposes and in compliance with all applicable laws, rules and regulations. You warrant that you will only transmit acceptable items for deposit and have handled the original items in accordance with applicable laws, rules and regulations.

Mobile Deposit Unavailability Mobile Deposit may be unavailable temporarily due to system maintenance or technical difficulties, including those of the Internet service provider, cellular service provider, and Internet software. In the event that Mobile Deposit is unavailable, you may deposit original checks at our branches or through our ATMs or by mailing the original check to: BANK OF BLUE VALLEY, 11935 Riley Street, Overland Park, KS 66213.

BANK OF BLUE VALLEY | MEMBER FDIC 69 BBV0272 Funds Availability Funds from mobile deposits are not available for immediate withdrawal. If it is necessary for funds to be available immediately, please contact your banking center for alternative options. Deposits are subject to verification, and the general policy is to allow withdrawal of funds from your account by the next business day for deposits made prior to 6:00 p.m. local. Deposits after 6:00 P.M. local and deposits received on holidays or days that are not our business days will be credited to your account on the following business day. If an extended hold is placed on the deposit, a notice will be sent to you.

Mobile Deposit Security You will complete each deposit promptly. If you are unable to complete your deposit promptly, you will ensure that your mobile device remains securely in your possession until the deposit has been completed. It is your responsibility to establish and maintain procedures to safeguard against unauthorized deposits. You will notify us immediately by telephone at 1-844-392-7798 with written confirmation if you learn of any loss or theft of original checks or if you believe you may have deposited a check item more than once. You will ensure the safety and integrity of original checks from the time of receipt until the time of destruction. If warranted in our reasonable judgment, we may audit and monitor you, and you agree to cooperate with us to permit such monitoring, to confirm that you have satisfied your obligations under this Agreement.

Your Responsibility You are solely responsible for the quality, completeness, accuracy, validity and integrity of the image. You are solely responsible if you, intentionally or unintentionally, submit fraudulent, incorrect or illegible images to us or if Mobile Deposit is used, by authorized or unauthorized persons, to submit fraudulent, unauthorized, inaccurate, incorrect or otherwise improper or unusable images to us.

In addition you agree that you will not modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the technology or Service, copy or reproduce all or any part of the technology or Service, or interfere, or attempt to interfere, with the technology or Service. The Bank and its technology partners, inclusive of, but not limited to, Q2 and ProfitStars, retain all rights, title and interests in and to the Services, Software and Development made available to you.

Disclaimer of Warranties YOU AGREE THAT YOUR USE OF ANY REMOTE BANKING SERVICE AND ALL INFORMATION AND CONTENT (INCLUDING THAT OF THIRD PARTIES) IS AT YOUR RISK AND IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. WE DISCLAIM ALL WARRANTIES OF ANY KIND AS TO THE USE OF ANY REMOTE BANKING SERVICE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANT ABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. WE MAKE NO WARRANTY THAT ANY REMOTE BANKING SERVICE WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. WE MAKE NO WARRANTY THAT THE RESULTS THAT MAY BE OBTAINED WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN ANY REMOTE BANKING SERVICE OR TECHNOLOGY WILL BE CORRECTED.

LIMITATION OF LIABILITY. YOU AGREE THAT WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER LOSSES INCURRED BY YOU OR ANY THIRD PARTY ARISING FROM OR RELATED TO THE USE OF, INABILITY TO USE, OR THE TERMINATION OF THE USE OF ANY REMOTE BANKING SERVICE, REGARDLESS OF THE FORM OF ACTION OR CLAIM (WHETHER CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE), EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY THEREOF, EXCEPT AS OTHERWISE REQUIRED BY LAW.

BANK OF BLUE VALLEY | MEMBER FDIC 70 BBV0272 Regulation CC Funds Availability Disclosure

Bank of Blue Valley 11935 Riley Street Overland Park, KS 66213

YOUR ABILITY TO WITHDRAW FUNDS AT BANK OF BLUE VALLEY. Our policy is to make funds from your cash and check deposits available to you on the first business day after the day we receive your deposit. Funds from electronic direct deposits will be available on the day we receive the deposit. Once the funds are available, you can withdraw them in cash and/or we will use them to pay checks that you have written. For determining the availability of your deposits, every day is a business day, except Saturdays, Sundays, and federal holidays. We do not have deposit cutoff times established for our branches; rather we will accept deposits until closing.

If you make a deposit on a day that we are open, we will consider that day to be the day of your deposit. However, if you make a deposit after the bank is closed or on a day we are not open, we will consider that the deposit was made on the next business day we are open.

Reservation of Right to Hold. In some cases, we will not make all of the funds that you deposit by check available to you on the first business day after the day of your deposit. Depending on the type of check that you deposit, funds may not be available until the second business day after the day of your deposit. The first $200 of your deposit, however, may be available on the first business day after the day of your deposit. If we are not going to make all of the funds from your deposit available on the first business day, we will notify you at the time you make your deposit. We will also tell you when the funds will be available. If your deposit is not made directly to one of our employees, or if we decide to take this action after you have left the premises, we will mail you the notice by the business day after the day we receive your deposit. If you need the funds from a deposit right away, you should ask us when the funds will be available.

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

Longer Delays May Apply. Bank of Blue Valley reserves the right to delay your ability to withdraw funds deposited by check into your account for an additional number of days under certain circumstances. If we choose to take this action, we will notify you of the delay and we will tell you when funds will be available. Generally, funds will be available no later than the seventh business day after the day of deposit. We may impose these longer delays for any of the following reasons:

• You deposit checks totaling more than $5,000 on any one day. • You redeposit a check that was previously returned unpaid. • You have overdrawn your account repeatedly in the last six months. • We believe a check you deposit will not be paid. • There is an emergency, such as a failure of computer or communications equipment.

Special Rules for New Accounts. If you are a new customer, the following special rules apply during the first 30 days your account is open:

Funds from electronic direct deposits to your account will be available the day we receive the deposit. Funds from deposits of cash, wire transfers, and the first $5,000 of a day’s total deposits of cashier’s, certified, teller’s, traveler’s, and federal, state, and local government checks will be available on the first business day after the day of your deposit if the deposit meets certain conditions (e.g. the checks must be payable to you). The excess over $5,000 will be available on the seventh business day after the day of deposit. If your deposit of these checks (other than a U.S. Treasury check) is not made in person to one of our employees, the first $5,000 will not be available until the second business day after the day of your deposit.

Funds from deposits of checks drawn on Bank of Blue Valley will be available on the second business day after the day of your deposit.

Funds from all other check deposits will be available not later than the seventh business day after the day of deposit.

Deposits at Automatic Teller Machines. Deposit services may not be available at all terminals.

• For deposits (cash and checks) made at ATMs owned or operated by Bank of Blue Valley, the first $200 of your deposit will be available immediately. The portion of your deposit over $200 will be available on the first business day after the day of your deposit, unless it is subject to one of the exceptions mentioned above. ATMs owned or operated by Bank of Blue Valley will be labeled as such. • For deposits (cash and checks) made at a non-proprietary ATM (i.e. an ATM not owned or operated by Bank of Blue Valley) the funds will be available the next business day, unless it is subject to one of the exceptions mentioned above. This rule does not apply to ATMs owned or operated by Bank of Blue Valley.

BANK OF BLUE VALLEY | MEMBER FDIC 71 BBV0272 Substitute Check Policy Disclosure

What is a substitute check?

To make check processing faster, federal law permits banks to replace original checks with “substitute checks.” These checks are similar in size to original checks with a slightly reduced image of the front and back of the original check. The front of a substitute checks states: “This is a legal copy of your check. You can use it the same way you would use the original check.” You may use a substitute check as proof of payment just like the original check.

Some or all of the checks you receive back from us may be substitute checks. This notice describes rights you have when you receive substitute checks from us. The rights in this notice do not apply to original checks or to electronic debits to your account. However, you have rights under other law with respect to those transactions.

What are my rights regarding substitute checks?

In certain cases, federal law provides a special procedure that allows you to request a refund for losses you suffer if a substitute check is posted to your account (for example, if you think that we withdrew the wrong amount from your account or that we withdrew money from you account more than once for the same check). The losses you may attempt to recover under this procedure may include the amount that was withdrawn from your account and fees that were charged as a result of the withdrawal (for example, bounced check fees).

The amount of your refund under this procedure is limited to the amount of your loss or the amount of the substitute check, whichever is less. You also are entitled to interest on the amount of your refund if your account is an interest-bearing account. If your loss exceeds the amount of the substitute check, you may be able to recover additional amounts under other law.

If you use this procedure, you may receive up to $2,500.00 of your refund (plus interest if your account earns interest) within 10 business days after we received your claim and the remainder of your refund (plus interest if your account earns interest) not later than 45 calendar days after we received your claim.

We may reverse the refund (including any interest on the refund) if we later are able to demonstrate that the substitute check was correctly posted to your account.

How do I make a claim for a refund?

If you believe that you have suffered a loss relating to a substitute check that you received and that was posted to your account, please contact us at BANK OF BLUE VALLEY, 11935 Riley Street, OVERLAND PARK, KS 66213; 877.280.1862. You must contact us within 40 calendar days of the date that we mailed (or otherwise delivered by a means to which you agreed) the substitute check in question or the account statement showing that the substitute check was posted to your account, whichever is later. We will extend this time period if you were not able to make a timely claim because of extraordinary circumstances.

Your claim must include: • A description of why you suffered a loss (for example, you think the amount withdrawn was incorrect); • An estimate of the amount of your loss; • An explanation of why the substitute check you received is insufficient to confirm that you suffered a loss; and • A copy of the substitute check.

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