CONTRACTOR ELIGIBILITY & SIGN UP PROCESS

CONTRACTOR ELIGIBILITY & SIGN UP PROCESS CONTRACTOR ELIGIBILITY REQUIREMENTS 1. In business at least 1 year 2. State or Municipal License (based on state requirements) 3. General liability insurance of at least $1,000,000 4. Satisfactory company credit history (based on Dun & Bradstreet report) No bankruptcies in last 5 years No more than 2 judgements in past year No more than 2 law suits in past year 5. Satisfactory industry reputation (LendKey s discretion) Better Business Bureau Angie s List YELP 6. Submit 3 customer reference for review 7. Complete and submit LendKey Contractor Participation Agreement & Code of Conduct 8. Complete ACH Verification Form for loan disbursement CONTRACTOR REQUIRED DOCUMENTS 1. Copy of License 2. Copy of Certificate of Insurance 3. (3) Customer References 4. Complete and submit Participation Agreement, Code of Conduct, and ACH form

Home Improvement Loans PROGRAM OVERVIEW MAX LOAN SIZE 1 FIXED APR 2 PAYMENT FACTOR 3 LOAN TERMS 4 $50,000 $30,000 6.24% 7.74% 8.74% 10.74% 12.24%.00857.00941.00999.01363.01449 3, 5, 7, 10, 15 Years 3, 5, 7, 10 Years 1 Determined by credit quality. 2 Rates above include 0.25% reduction for enrolling in automatic monthly payments from an eligible bank account to pay principal and interest amounts that are due. This rate reduction will be removed and the rate will be increased by 0.25% upon any cancellation or failed collection attempt of the automatic payment. As a result, any increase will take the form of higher payments. 3 Payment factor assumes max loan term. 4 Assuming a 15-year fixed rate loan, $50,000 loan amount (provided as a single disbursement), and a 6.24% Annual Percentage Rate (APR), you would make 180 monthly payments of $428.44 to repay this loan. If the APR is 8.74% and the loan amount is $50,000, you would make 180 monthly payments of $499.43. Assuming a 10-year fixed rate loan, $30,000 loan amount (single disbursement), and 12.24% APR, you would make 120 monthly payments of $434.59 to repay this loan. CREDIT REQUIREMENT MINIMUM FICO 660 Bankruptcy/Foreclosure No previous Bankruptcy/Foreclosure Property Ownership & Residency Borrower and Co-Borrower must show ownership & primary residency Minimum Income Primary applicant must have gross annual income of $50,000 REQUIRED DOCUMENTS PROOF OF INCOME Apply At: partner.lendkey.com/ BEST GOOD ACCEPTABLE W2 Employees 2 pay stubs within 60 days Employment verification letter and 1 pay stub Self Employed 5 2 years tax returns with filed schedules Retired 1099-R Benefit award letter(s) 2 months bank statements 5 Self Employed: 2 years of tax returns (first 2 pages of 1040) and filed schedules (e.g. Schedule C for self-employment and schedule E for rental income) PROOF OF OWNERSHIP BEST GOOD ACCEPTABLE All Borrowers Mortgage statement Preliminary tax bill Deed to the home Borrower and Co-borrower (if any) must show property ownership to qualify Home must be primary residence demonstrated with driver s license or utility bill GOVERNMENT ID BEST GOOD ACCEPTABLE All Borrowers Driver s license Passport Additional proof of primary residency required if applying with a Passport or Permanent Resident Card (ex. Pay stub with address or Utility Bill) Permanent resident card (required for all non citizens) Phone: 866-840-3502 Email: customer.care@lendkey.com www.lendkey.com

CONTRACTOR SET UP 1. CONTACT INFORMATION * ALL FIELDS REQUIRED COMPANY : MAILING STREET ADDRESS PHONE NUMBER NUMBER UNIT CITY STATE ZIP 2. SYSTEM ACCESS * PRIMARY CONTACT REQUIRED Please list staff that will require access to the system. Please request an additional form if more employees will require access. TITLE EMAIL PHONE NUMBER Primary Contact Employee 1 Employee 2 Employee 3 Employee 4 Employee 5 3. PROGRAM DETAILS LendKey Home Improvement Program 4. ACH INFORMATION * ALL FIELDS REQUIRED ACCOUNT HOLDER ACCOUNT NICK INSTITUTION ROUTING NUMBER ACCOUNT NUMBER ACCOUNT TYPE CHECKING SAVINGS If you are unsure or want to verify that your ACH account information is correct, please contact your financial institution. 4. AUTHORIZING SIGNATURE * ALL FIELDS REQUIRED SIGNATURE TITLE DATE *Please review this form and ensure that all required fields have been filled out. Missing or incorrect information may slow the progress of the associated projects.

CUSTOMER REFERENCES CUSTOMER INFORMATION FIRST LAST STREET ADDRESS STREET UNIT CITY STATE ZIP PHONE CUSTOMER INFORMATION FIRST LAST STREET ADDRESS STREET UNIT CITY STATE ZIP PHONE CUSTOMER INFORMATION FIRST LAST STREET ADDRESS STREET UNIT CITY STATE ZIP PHONE www.lendkey.com (866) 840-3502 contractors.lendkey.com

Contractor Code of Conduct Contractors and their staff shall at all times: 1. Obtain and retain insurance, bonding, and licenses in accordance with federal, state, and local law. 2. Obtain all necessary permits in accordance with federal, state, and local law. 3. Obtain all necessary inspections in accordance with federal, state, and local law. 4. Promptly address and correct any defects or issues leading to permit denial or inspection failure. 5. Conduct themselves in an ethical and trustworthy manner in their business practices. 6. Write all contracts and warranties in accordance with federal, state, and local laws. 7. Advise and obtain customer approval for any changes made to the original contract(s). 8. Promote in good faith only products and services that are known to be functioning, economically sound, and in compliance with health and safety standards. 9. Take appropriate action to preserve the health and safety of employees, trade contractors and customers. 10. Promptly address any outstanding customer issues or concerns before receiving of payment. 11. Only seek/obtain payment after all standards above have been met to the best of Contractor s knowledge and ability. Company Name Contractor Signature Date:

Complaint Resolution Process LendKey Standards All Contractors must adhere to all standards listed in the LendKey Code of Conduct. Any breach of one or more of these standards may lead to removal from the Home Improvement financing program, at to LendKey s discretion. Contractors pledge to address all customer concerns and complaints in a timely manner and in accordance with the process listed below. Customers are encouraged to speak with their Contractor to address any issues pertaining to the services provided. Customers are also encouraged to contact LendKey if Contractor is uncooperative or unresponsive. Any complaint to LendKey (related to quality of Contractor s work) will be promptly forwarded to the Contractor, who must resolve the issue in accordance with the following time frame. PLEASE NOTE: Any issue determined to be egregious or fraudulent will result in the Contractor s immediate removal from the Home Improvement Loan program. 3 Strike Policy 1. Upon receipt of complaint, Contractor has fifteen (15) days to respond to customer that the complaint will be addressed. Any complaint not addressed by this deadline is a strike 2. Contractor has 45 days (including 15 day response period) to address Customer concerns, during which time LendKey will follow up with Customer to see if resolution has met their satisfaction. A strike will result if Customer resolution is not reached by day 45 3. Upon Completion of each project the Customer will receive a survey asking for their overall experience with their respective Contractor. LendKey will follow up on each

unsatisfactory survey for additional detail s and also submitted to the Contractor directly. Survey s will be scored on a scale of 1-5 (1 being the worst and 5 being the best) asking Customer feedback on their overall experience with the Contractor and how likely they are to recommend them to a friend. The result of 3 unsatisfactory responses may lead to a strike. Contractors who average a rating of 4 or better will not be subject to the Customer survey strike standard. 4. If any combination of the violations above lead to 3 strikes, LendKey may remove the Contractor from the Home Improvement Loan program. Company Name Contractor Signature Date:

HOME IMPROVEMENT LOAN CONTRACTOR AGREEMENT This Home Improvement Loan Contractor Agreement ( Agreement ) is entered into and effective as of the day of, by and between LendKey Technologies, Inc., a Delaware corporation having its principal place of business at 104 West 27 th Street, New York, NY 10001 ( LendKey ), and, a having its principal place of business at ( Contractor ) (collectively, the Parties ). WHEREAS, Contractor engages in the sale and installation of home improvement goods and services ( Products ) to consumers ( Customers ); WHEREAS, LendKey is in the loan origination processing and loan servicing business on behalf of federally and state chartered banks and credit unions, and in the ordinary course of such business processes and services home improvement loans ( Loans ) provided by one or more participating financial institutions ( Lenders ) to consumers; WHEREAS, Contractor, as a service to its Customers, wishes to refer Customers to LendKey so that Customers may apply for Loans to finance the purchase of Products from participating Lenders, and LendKey wishes for Contractor to refer such Customers; WHEREAS, Contractor understands that while it is not an agent, broker, or representative of LendKey or of any Lenders, and that any Loans between Lenders and any Customers are strictly negotiated and entered into by and between Lenders and Customers, LendKey requires assurances of quality control and professionalism from Contractor concerning Customers potential use of Loan proceeds to purchase Products from Contractor; NOW THEREFORE, in consideration of the premises and the mutual covenants hereinafter set forth, the Parties agree as follows: 1. Relationship of the Parties. Contractor shall not represent itself as an agent, representative, broker or employee of LendKey or any Lender or administrator associated with LendKey s Loan programs. Nothing in this Agreement shall be construed to create a partnership, joint venture or agency relationship between the Parties. 2. Quality Control Assurances. With regard to any sale or installation of Products, Contractor has, in its contracts and in its practice, complied with all applicable local, state and federal laws and regulations in the sale, solicitation of the sale, installation and financing of its Products, including providing each Customer with required rescission rights. All Products will be duly delivered and set in place in a professional and workmanlike manner, accepted by the Customer in good and habitable condition and working order, shall conform with all warranties, representations, legal obligations and local, state and federal requirements and codes concerning the condition, construction, and placement of the Products. Contractor shall, within forty-five (45) days of demand, correct defective work and/or replace any defective materials, or establish plans mutually agreeable to Customer to correct such work. Contractor agrees to honor all warranty or service agreements of Contractor and its manufacturers, as written/applicable. For the avoidance of any doubt, Contractor is aware of and understands the extent to which Contractor may refer Customers to Lenders for Loans in each jurisdiction where Contractor works, and the obligations set forth in this Agreement are in no way intended to place Contractor in any type of status as a loan broker under any state or federal law. Contractor shall inform LendKey in writing and within three business days of the following: (i) any ContractorAgmt100616 1

civil, administrative, or arbitration action brought against Contractor concerning Contractor s allegedly improper, nonconforming, noncompliant, defective, or otherwise deficient sale, solicitation of the sale, installation, financing, maintenance, repair or replacement of its Products; (ii) all classaction litigation or class-action arbitration brought against Contractor; and (iii) any litigation or administrative proceeding initiated against Contractor by or on behalf of a government agency. 3. Representations, Warranties and Covenants of Contractor. Contractor hereby represents, warrants and covenants that: a. Contractor is a duly organized, validly existing and in good standing under federal laws and the laws of the state of in which Contractor is domiciled. Contractor is also in good standing in each jurisdiction where Contractor owns or leases property or engages in business activities requiring licensing, registration, qualification to transact business, or similar regulatory approvals, notifications, authorizations, permits, or filings; b. Contractor has all requisite power and legal authority and all necessary licenses, permits, approvals and authorizations to own and operate its properties and to carry on its business throughout the term of this Agreement, and to perform all transactions and obligations (including but not limited to offering, selling, and installing its Products) contemplated under this Agreement; c. Contractor has duly executed and delivered this Agreement, and this Agreement is the legal, valid and binding obligation of Contractor enforceable against Contractor in accordance with the terms hereof; d. There are no judgments, actions, suits, decrees, stipulations, consents, proceedings, investigations, injunctions or orders pending, or to Contractor s knowledge threatened, against or materially affecting Contractor or any of its direct or indirect subsidiaries in or before any court, governmental authority or agency or arbitration board or tribunal, (i) asserting the invalidity of this Agreement, (ii) seeking to prevent the consummation or performance of any of the transactions or obligations contemplated by this Agreement, or (iii) seeking any determination or ruling which, individually or in the aggregate, could have a material adverse effect on the business or condition (financial or otherwise) of Contractor or its ability to enter into and conduct such business as currently conducted, or Contractor s ability to perform all transactions and obligations contemplated under this Agreement. Contractor is not in default with respect to any order of any court, governmental authority or agency or arbitration board or tribunal. There are no injunctions, writs, restraining orders or other orders in effect against Contractor that would adversely affect its ability to perform under this Agreement; e. Contractor currently has, and will have, adequate capital and personnel to conduct its business and the transactions and obligations contemplated under this Agreement; f. Contractor shall be solely responsible for assuring that its transactions and obligations contemplated herein are completed in compliance with all applicable federal, state and local laws and regulations, notwithstanding any other provision of this Agreement (including without limitation Section 5(d) below); and g. Contractor, throughout the term of this Agreement and until all applicable pending Loan transactions with Customers contemplated under this Agreement have been disbursed or otherwise concluded, will comply with all terms and obligations set forth in LendKey s ContractorAgmt100616 2

Contractor Code of Conduct (the Code of Conduct ), a copy of which the Contractor will sign upon the execution of this Agreement, and as such Code of Conduct may be amended by LendKey in LendKey s discretion from time to time following notice to Contractor. h. Contractor, throughout the term of this Agreement and until all applicable pending Loan transactions with Customers under this Agreement have been disbursed, will maintain at its expense general liability insurance and workers compensation insurance in such amounts and in such forms as are commercially reasonable for a business of Contractor s nature, as determined by LendKey. In addition to the provision of proof of insurance upon sign up by Contractor, Contractor shall from time to time provide proof of insurance to LendKey upon LendKey s request. 4. Lien Waivers. Contractor hereby waives all right to file a mechanic s or any other lien in connection with the transactions contemplated hereunder upon receipt of Loan proceeds and agrees that no such liens shall be filed against the property of any Customer or in the name of any subcontractor or laborer employed by or on behalf of Contractor for any Products, work, or materials furnished in connection with performance of work for a Customer upon Contractor s receipt of Loan proceeds. Contractor guarantees that all material men and laborers claiming through or under Contractor on any job, shall seek payment solely from Contractor for materials provided or labor performed and that they shall not have or make any payment claims against any Customer. 5. Loan Proceeds. The proceeds of all Loans made to Customers will be electronically disbursed directly to the Contractor (subject to Section 6 below) by or on behalf of the applicable Lenders only upon satisfaction of each of the following conditions: (a) receipt and verification by LendKey of all required Loan documents from the Customer, including the applicable signed Loan agreement; (b) receipt and verification by LendKey of the Scope of Work and the agreement between Contractor and Customer for the Products; (c) receipt and verification by LendKey of a funds disbursement request and any applicable work completion documentation acknowledged by Contractor and Customer, confirming that the work has been completed and is satisfactory to the Customer prior to the applicable disbursement; and (d) compliance with LendKey s Code of Conduct, all applicable terms of this Agreement, and all federal, state and local laws and regulations applicable to the transactions set forth herein. LendKey will verify that the aforementioned conditions have been satisfied and will disburse Loan proceeds to the Contractor within three (3) business days of receiving the Work Completion Certificate signed by Contractor and Customer. 6. Fees and Contractor Discount. For each funded Loan, Contractor will pay LendKey a transaction fee as outlined on Schedule A to this Agreement (the Transaction Fees ). LendKey may from time to time modify the Transaction Fees charged to the contractor after providing at least 10 days prior written notice (which may come in the form of an e-mail). The Transaction Fees are due and payable to LendKey, as outlined in Schedule A, upon the funding of any applicable Loan disbursement and Contractor acknowledges and agrees that LendKey shall net such Transaction Fees out of the proceeds disbursed to the Contractor. Additionally, Lenders may offer Programs and approve Loans for Customers whereby Contractor agrees to accept a reduced total net payment from Lenders to reflect a Contractor-agreed payment of a Loan discount fee to Lenders (to facilitate Lenders offering of Loans with reduced interest rates and/or other favorable terms or conditions to eligible Customers) ( Buy Down Program ). Contractor s participation in any such Buy Down Program will be acknowledged ContractorAgmt100616 3

by Contractor prior to its participation in any such program. Contractor understands that if Contractor participates in any such Buy Down Program, any such discount will belong to the Lender and agrees that it will not, under any circumstance, increase a Customer s purchase price for Products in order to offset any such discount or offer a Customer different purchase prices for Products depending on how a Customer intends to pay for Products or the source of funds a Customer intends to use to pay for Products. 7. No Contractor Compensation. Under no circumstance will Contractor receive any compensation from LendKey under this Agreement. Contractor also agrees that Contractor will not receive any compensation or reimbursement from Customers for any Loan or other financing-related activity, assistance, or referral, or for any other transaction or obligation contemplated under this Agreement (except for the purchase price for mutually agreed-upon Products (including related work and materials) as set forth in applicable home improvement contracts between Contractor and Contractor s Customers, in conformity with Section 6 above). 8. Contractor Training. Contractor shall complete onboarding training with LendKey prior to introducing LendKey and/or LendKey s Loan program or any participating Lender to any Customer. Any information related to LendKey and/or the Loans or participating Lenders communicated by Contractor to any Customer shall be approved by LendKey prior to such communication. 9. Annual Contractor Review. Prior to the execution of this Agreement, and then upon LendKey s request annually from the effective date of this Agreement until all applicable pending Loan transactions with Customers contemplated under this Agreement have been disbursed or otherwise concluded, Contractor shall furnish to LendKey (a) copies of all applicable licenses, registrations, permits, and similar authorizations and approvals in the jurisdictions where Contractor provides services contemplated under this Agreement, and (b) proof of current liability and workers compensation insurance in an amount not less than $1 million per occurrence. In connection with such annual review, LendKey may charge, and Contractor hereby agrees to pay, a contractor review fee equal to $100.00 ( Contractor Review Fee ). The Contractor Review Fee will be due within thirty days of LendKey s billing statement. In the event that the Contractor Review Fee is not received by Contractor within sixty days of Contractor s receipt of a billing statement, LendKey will have the right to impose a late charge of one and one-half percent (1 ½%) per month against the outstanding balance. LendKey will also have the right to immediately terminate this Agreement if any balance of the Contractor Review Fee persists for sixty or more days. 10. Intellectual Property Protection. Notwithstanding anything in this Agreement to the contrary, it is the express intention of the Parties that all right, title and interest of whatever nature in LendKey s manuals, training materials, marketing materials, computer programs, and all other forms of intellectual property of whatever nature conveyed to Contractor pursuant to or in connection with this Agreement is and shall remain the sole and exclusive property of LendKey. 11. Confidentiality. Confidential Information means all information relating to this Agreement or received by a Party (the Receiving Party ) from the other Party (the Furnishing Party ) in the course of performing under the Agreement, which is or should reasonably be understood to be confidential or proprietary to the Furnishing Party (including confidential information disclosed by the Furnishing ContractorAgmt100616 4

Party which relates to or is owned by its licensors, suppliers, partners, contractors, or agents), in whatever form (whether tangible, intangible, electronic, oral or otherwise), including, without limitation, the terms of this Agreement technical processes and formulas, source codes, product designs, sales, cost and other unpublished financial information, customer information, product and business plans, projections, marketing data, trade secrets, specifications, programs, instructions, object code, intellectual property rights, technical know-how, methods and procedures for operation, Customer information, or business or technical plans and proposals. The Receiving Party acknowledges and agrees that any and all Confidential Information received by it under this Agreement hereunder is of a confidential, proprietary, or trade secret nature to the Furnishing Party (or its licensors, suppliers, partners, contractors, or agents) and that the Furnishing Party (or its licensors, suppliers, partners, contractors, or agents) owns all intellectual property rights in such Confidential Information. The Receiving Party acknowledges and agrees that any and all Confidential Information received by it under this Agreement hereunder is of a confidential, proprietary, or trade secret nature to the Furnishing Party (or its licensors, suppliers, partners, contractors, or agents) and that the Furnishing Party (or its licensors, suppliers, partners, contractors, or agents) owns all intellectual property rights in such Confidential Information. The Receiving Party (a) shall protect Confidential Information received hereunder from unauthorized use and disclosure with at least the same degree of care that it utilizes with respect to its own similar proprietary information, but in no event less than a reasonable standard of care, and use such Confidential Information solely and exclusively in connection with the implementation or enforcement of this Agreement; and (b) except as contemplated by this Agreement, shall not directly or indirectly disclose, publish, copy, convey, or store on any medium such Confidential Information with the Furnishing Party s prior written consent. The confidentiality provisions of this Section will not apply to any information that the Receiving Party can show (i) is or subsequently becomes publicly available without breach of any obligation owed to the Furnishing Party; (ii) was known to the Receiving Party prior to the Furnishing Party s disclosure of such information to the Receiving Party; (iii) became known to the Receiving Party from a source other than the Furnishing Party, and without breach of an obligation of confidentiality owed to the Furnishing Party; (iv) is independently developed by the Receiving Party without reference to the Furnishing Party s Confidential Information; or (v) is used by the Receiving Party in order to enforce any of its rights, claims or defenses under, or as otherwise contemplated in, this Agreement. All documents and other tangible objects containing or representing either Party s Confidential Information and all copies thereof which are in the possession of the other shall be and remain the property of Furnishing Party and shall be promptly returned to Disclosing Party or destroyed (at Furnishing Party s choice) upon Furnishing Party s written request. 12. Term; Termination. This Agreement shall be effective as of the effective date first set forth above and continue until terminated as set forth herein. Either party may terminate this Agreement at any time, with or without cause, by providing seven days advance written notice to the other party. The Agreement will terminate immediately in the event a Party ceases doing business as a going concern, files for bankruptcy, or is declared insolvent or adjudged bankrupt by a court of competent jurisdiction. Termination of this Agreement does not release Contractor from any of its responsibilities or liabilities related to the transactions with Customers contemplated under this Agreement which arose or were ContractorAgmt100616 5

pending before such termination, and all provisions that logically ought to survive termination of this Agreement (including without limitation Sections 10, 11, 13 and 22) shall survive. 13. Indemnification. Contractor shall indemnify, defend and hold harmless LendKey, the Lenders, its and their respective successors and assigns (including its and their respective officers, employees, agents and directors) from any and all claims, actions, damages, liabilities, and losses, including legal or other expenses (including reasonable attorneys fees and court costs) incurred investigating or defending against any actual or threatened claim, action, damages or liability, which arise out of any violation of this Agreement, any violation of federal, state or local law, rule, or regulations, or from any other action or omission that constitutes the negligence or willful misconduct of Contractor. Additionally, in the event of a breach by Contractor under this Agreement or under LendKey s Code of Conduct, Contractor, upon LendKey s written request, shall immediately refund Loan proceeds paid to Contractor by or on behalf of a Lender for any Loan affected by such Contractor breach, in an amount equal to the funded Loan amount paid to Contractor (net of any applicable Contractor discount described in Section 6) plus accrued interest, less actual payments received by or on behalf of the Lender after funding of the Loan. 14. Assignment. The rights and obligations under this Agreement shall not be assigned by the Contractor without LendKey s prior written consent. LendKey may sell or assign all or any part of its rights hereunder without the consent of Contractor. 15. Titles. The titles used in this Agreement are intended for convenience and reference only. They are not intended and shall not be construed to be a substantive part of this Agreement or in any other way to affect the validity, construction or effect of any of the provisions of this Agreement. The use of the singular in this Agreement includes the plural, and vice versa. A business day is any Monday through Friday excluding federal holidays and days on which the U.S. Postal Service is not open for business. 16. Waiver. The waiver or failure of either Party to exercise in any respect any right provided for herein or under applicable law shall not be deemed a waiver of any further right hereunder. 17. No Commitment. This Agreement shall in no way be construed as a commitment, agreement or guarantee by LendKey or any Lenders that it or they will secure any financing for Customers. Contractor acknowledges that the number and identity of participating Lenders may change from time to time without notice, and that LendKey may end its Loan program and Lenders may terminate their participation in LendKey s Loan program at any time without notice. Nothing herein is intended nor shall be construed as creating any exclusive arrangement between the Parties, and the Parties remain free to enter into similar agreements with third parties. 18. Notices. All notices by one of the Parties to the other shall be in writing and respectively be sent to the addresses set forth on the first page of this Agreement (or to such other address as may be indicated in writing from time to time by one of the Parties to the other). Except as otherwise expressly provided, any notice shall have been deemed to have been given on the third business day following the mailing of such notice when mailed by registered or certified mail, and upon receipt in every other case. Notwithstanding the foregoing, LendKey may provide notices to Contractor of changes to its Loan ContractorAgmt100616 6

program and procedures and to its Code of Conduct by email or any other reasonable means of communication that LendKey, in its sole discretion, deems appropriate. 19. Changes in Writing. This Agreement, including this provision hereof, shall not be modified or changed in any manner except only by a writing signed by the Parties hereto. 20. Severability. In the event a court of competent jurisdiction finds any of the provisions of this Agreement to be unenforceable or invalid for any reason, it is the Parties intent that such invalid provision(s) be reduced in scope or eliminated by the court, but only to the extent deemed necessary by the court to render the provisions of this Agreement reasonable and enforceable. In the case of any irreconcilable conflict between this Agreement and LendKey s Code of Conduct, this Agreement shall control. 21. Governing Law. The Parties agree that this Agreement shall be construed, interpreted and applied in accordance with the substantive laws of New York without regard to principles of choice of law or conflict of law, and that the courts and authorities within the State of New York shall have sole jurisdiction and venue over all controversies which may arise with respect to the execution, interpretation and compliance with this Agreement. 22. Waiver of Jury Trial. THE PARTIES HEREBY EXPRESSLY WAIVE ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION OR CAUSE OF ACTION ARISING UNDER THIS AGREEMENT OR ANY OTHER DOCUMENT OR AGREEMENT EXECUTED OR DELIVERED IN CONNECTION HEREWITH, OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES HERETO WITH RESPECT TO THIS AGREEMENT OR ANY SUCH OTHER DOCUMENT OR AGREEMENT, OR THE SERVICES AND TRANSACTIONS RELATED HERETO OR THERETO, WHETHER NOW EXISTING OR HEREAFTER ARISING, AND WHETHER IN CONTRACT, TORT OR OTHERWISE. 23. Entire Agreement. This is the entire and exclusive statement of the Agreement between the Parties, which supersedes and merges all prior proposals, understandings and all other agreements, oral and written, between the Parties relating to this Agreement. This Agreement is for the exclusive benefit of the Parties hereto and no third party (including without limitation no Lender) shall be considered a third-party beneficiary of this Agreement. This Agreement may be executed in any number of counterparts and by the Parties on separate counterparts, each of which, when executed and delivered, shall be an original, but all such counterparts shall together constitute one and the same instrument. IN WITNESS WHEREOF, duly authorized representatives of the Parties have executed this Agreement as of the effective date first written above. Contractor By: Name: Title: LendKey Technologies, Inc. By: Name: Title: ContractorAgmt100616 7

Schedule A Fee Schedule This Fee Schedule is dated as of the date of the Agreement and may be modified from time to time upon prior notice and delivery of an updated Schedule A to Contractor. Program Sign Up Fee: $0 Transaction Fee: Single Disbursement Loan: $0 Annual Transaction Fee Minimum: $0 Annual Program Fee: $0 Staged Funding: $100 per disbursement, excluding the final disbursement