(a)    During the Term of the Agreement, Marketer agrees to use commercially
reasonable efforts to promote the Product to Marketer’s Customers. Marketer shall
promote the Product continuously during the Term, and specifically during each
Marketing Year as set forth below. Without limitation, Marketer shall:
‍
        i. conduct one-on-one meetings, whether in-person or by telephone call,
with Marketer’s Customers to explain the value proposition of the Product and encourage
such Marketer’s Customers to adopt the Product;
‍
        ii. promote the Product using the marketing materials approved by
SKYVIEW 1 in advance;
‍
        iii. participate in other marketing initiatives as mutually agreed to by
Marketer and SKYVIEW 1; and
‍
        iv. at SKYVIEW 1’s discretion, issue a joint press release, subject to mutual
approval, describing the relationship between the parties within 10 business days of the
Effective Date (this obligation is for Marketing Year 1 only).
‍
(b) Marketer acknowledges that the mobile app shall be created in connection with
the Product using the name or logo specified by Marketer in addition to the SKYVIEW 1
logo, provided that the use of such name or design specified by Marketer is legally
authorized and would not expose SKYVIEW 1 to any legal risk of infringement.
‍
(c) Marketer acknowledges that in order to be approved for the Product all applicants
are required to agree to the Product’s then current terms and conditions, including without
limitation, an account agreement.
‍
(d) Marketer agrees to comply with any and all applicable federal, state, and
municipal laws, rules, regulations, and judicial decisions, including, without limitation
the Investment Advisers Act, sending of unsolicited e-mails, privacy, fair credit reporting
and other consumer protection and data privacy laws, and any and all applicable rules and
bylaws of the Networks (as defined below).
‍
(e) While SKYVIEW 1 will provide first line customer service support responsibility
for the Product, Marketer shall provide secondary customer service support for the
Product, including support to Marketer’s Customers.

(a)     SKYVIEW 1 shall manage a banking technology platform for the Product and
shall provide Marketer-branded mobile applications for Apple and Android operating
systems.
‍
(b)     SKYVIEW 1 shall use its commercially reasonable efforts to maintain a
relationship with at least one bank or other financial institution (the “Issuing Bank”) that
(i) is a principal member in good standing with all necessary payment networks (the
“Networks”) and (ii) has all necessary licenses ad authority to sponsor or issue the
Product.
‍
(c)     SKYVIEW 1 shall provide to Marketer a web-based portal which shall include
information related to the Product provided to Marketer’s Customers, provided that
Marketer’s Customers have consented to the sharing of such information with Marketer.
‍
(d)    SKYVIEW 1 shall have first line responsibility for dealing with support inquiries
related to the Product, which SKYVIEW 1 will handle using reasonable resources,
including the assignment of sufficient personnel to assure timely performance of those
functions required of SKYVIEW 1 hereunder.
‍
      
(e)    SKYVIEW 1 shall provide client support services to Marketer related to the
Product.
‍
(f)     SKYVIEW 1 agrees to comply with any and all applicable laws, any and all
applicable rules and bylaws of the Networks, and any regulatory requirements of any
federal, state, municipal or other level of government.

(a)     Except as otherwise provided in this Agreement, each party shall be responsible
for its own costs, fees and expenses arising from or incurred in connection with the
Product.
‍
(b)     Each party will (i) use all reasonable resources, including, without limitation, the
assignment of adequate personnel to assure timely performance of those functions
required of such party to market the Product pursuant to this Agreement, and (ii) comply
with any reasonable directions of SKYVIEW 1 so as to enable the marketing of the
Product pursuant to this Agreement.

SKYVIEW 1 working in conjunction with Issuing Bank shall be
responsible for establishing, administering, and servicing all accounts established in
connection with the Product. The parties agree that data collected by any party related to
the Product and the use of the Product shall be subject to the confidentiality restrictions
stated herein and that use of such data shall be subject to the privacy laws and fair credit
reporting laws applicable to the parties.

(a)     Unless earlier terminated by any party in accordance with the terms of this Agreement,
this Agreement is effective from the Effective Date and shall extend for five (5) Marketing Years (the “Initial Term”). The “Initial Term” of this Agreement may be terminated by any party regardless of a material breach thereof, by ninety (90) days written notice. “Marketing Year 1” begins on the Effective Date of this Agreement. For purposes of this Agreement, each subsequent “Marketing Year” means each twelve (12) month period commencing on the expiration of the previous Marketing Year.
‍
(b)    This Agreement will automatically renew for successive one (1) year terms (a “Renewal
Term” and together with the Initial Term, the “Term”) unless any party provides written notice to the other at least ninety (90) days prior to the end of the Term indicating it does not intend to continue this Agreement.

Not withstanding the terms of this Agreement set forth in paragraph 5,
any party may terminate this Agreement immediately if any other party materially
breaches its obligations hereunder and such breach remains uncured for thirty (30) days

following notice to the breaching party of such breach and the notifying party’s intention
to terminate. Upon termination of this Agreement as specified in this Section 6 or in any
other provision of this Agreement (i) the rights granted in Section 7 hereof shall
terminate; (ii) Marketer shall cease using and remove from Marketer’s websites and all
other public-facing materials all marketing materials referencing or related to SKYVIEW
1 or Product; (iii) Marketer shall return to SKYVIEW 1 all marketing materials and any
copies thereof; and (iv) SKYVIEW 1 shall cease using and remove from its website all
Marketer Marks (as defined below). Upon termination of this Agreement, all obligations
hereunder shall terminate, except the obligations for termination (Section 6), non-
circumvention (Section 9), confidentiality (Section 10), indemnification (Section 11),
warranties (Section 12), limitation of liability (Section 13), due diligence (Section 15),
and general terms (Section 16) which shall survive the expiration or earlier termination of
this Agreement.

(a)     “Marketer Marks” Trademark License. Marketer hereby grants to SKYVIEW 1 a
limited, non-exclusive, revocable, non-transferable license (with the right to sublicense as
set forth in this Section 7(a)) to use, reproduce and display Marketer’s trademarks, trade
names and logos and the trademarks, trade names and logos to which Marketer has been
granted a license attached hereto as Exhibit C, which exhibit may be amended from time
to time by Marketer (the “Marketer Marks”), for the purposes of administering the
Product. SKYVIEW 1 may sublicense only the rights granted to SKYVIEW 1 under this
Section 7(a), solely as necessary to perform in accordance with this Agreement. Marketer
acknowledges and agrees the Marketer Marks for purposes of this Agreement shall also
include any trademarks, trade names, and logos submitted to SKYVIEW 1 under this
Agreement by Marketer or an affiliate of Marketer through onboarding or application
forms.
‍
(b)    SKYVIEW 1 Trademark Use. Marketer acknowledges that the Marketer Marks
may be viewed by persons located outside of the United States, which shall not be
considered a violation of this Agreement. Any use or display of any of the Marketer
Marks by SKYVIEW 1 other than as expressly permitted in this Section 7, shall require
the prior written consent of Marketer, which consent may be granted or withheld in the
sole discretion of Marketer. SKYVIEW 1 may not alter the form or format of any of the
Marketer Marks provided to SKYVIEW 1 for use in accordance with this Agreement
without the prior written approval of Marketer. All goodwill arising out of the use of any
of the Marketer Marks as provided for hereunder shall inure solely to the benefit of, and
automatically vest in, Marketer. SKYVIEW 1 agrees to cooperate with Marketer in
facilitating Marketer’s control of the nature and quality of services rendered by
SKYVIEW 1 in connection with the Marketer Marks, to permit reasonable inspection of
SKYVIEW 1’s operation, and to supply Marketer with specimens of all uses of the
Marketer Marks upon request. Marketer may terminate the license granted in Section
7(a) of this Agreement if, in Marketer’s reasonable discretion, SKYVIEW 1’s use of any
of the Marketer Marks tarnishes, blurs or dilutes the quality associated with the Marketer
Marks and the associated goodwill and such problem is not cured within thirty (30) days
of notice of such breach. Title to and ownership of the Marketer Marks shall remain with
Marketer. There are no implied licenses under this Agreement.
‍
(c)     SKYVIEW 1 Marketing Materials. SKYVIEW 1 grants Marketer, during the
Term, a non-exclusive license to use and reproduce the marketing materials designated by
SKYVIEW 1 to Marketer in writing from time to time, solely for the purposes of
promoting the Product. All rights not expressly granted to Marketer herein are reserved
to SKYVIEW 1. Marketer shall not exceed the scope of the rights granted hereunder.
Marketer agrees to only use, for the purposes of promoting the Product, the SKYVIEW 1
marketing materials referenced in this Section 7(c).

During the Term of this Agreement (i) MARKETER shall be entitled to collect the fees set forth in Exhibit B to this Agreement attached hereto and incorporated herein by reference..  SKYVIEW 1 may be entitled to collect the following fees: (i) SKYVIEW 1 shall not charge Marketer any fee associated with implementation and ongoing support at any time; and (ii) SKYVIEW 1 shall not charge any account and/or activity fees to Marketer’s clients at any time.  Marketer shall be entitled to the fees set forth in Exhibit B to this Agreement.

The parties shall not circumvent or evade any of their
respective obligations under this Agreement, nor induce or conspire with any third party,
including, but not limited to, any partner of a party, to circumvent or evade any of its
obligations to the other parties hereunder. The parties understand that each is bound by a
covenant of good faith and fair dealing under which each party shall not deny any other
party the benefit of this Agreement and under which each party has an affirmative duty to
cooperate to assist the other parties in achieving the benefit of this Agreement.B to this AgreementTerm” and together with the Initial Term, the “Term”) unless any party provides written notice to the other at least ninety (90) days prior to the end of the Term indicating it does not intend to continue this Agreement.

(a)     The parties acknowledge and agree that, in order to promote the Product under the
terms of this Agreement, each party may disclose to the other party (the “Recipient”)
certain proprietary and confidential information, including without limitation any data,
information, personal information on users of the Product (including nonpublic personal
information), design, process, procedure, formula, improvement or systems information
that is commercially valuable to SKYVIEW 1 or Marketer and not generally known in
the industry (the “Information”). No party shall disclose, transfer, use, copy, or allow
access to any Information, except to such party’s employees and agents who have a need
to know such Information consistent with the requirements of this Agreement and who
have undertaken an obligation of confidentiality and limitation of use in writing, who acceptable to the disclosing party in its reasonable discretion. Each party shall remain
liable to the other party for any breach of this Agreement by its employees and agents.
‍
(b)     A Recipient will not be obliged to maintain the confidentiality of any such
Information if: (i) the Recipient can establish by reference to its written records that such
Information was already in its possession at the time of the receipt of such Information
from the other party; (ii) the Information is or became publicly known or available to the
public through sources independent of the Recipient, through no fault of the Recipient; or
(iii) the Information is available or became available to the Recipient without restriction
from a third party who had a right to disclose that Information without restriction.
‍

(c)     Each party agrees that the other party shall suffer irreparable harm if it fails to
comply with its obligations set forth in this Section 10, and further agrees that monetary
damages shall be inadequate to compensate the other party for any such breach.
Accordingly, each party agrees that the disclosing party shall, in addition to any other
remedies available to it at law or in equity, be entitled to seek injunctive relief to enforce
the provisions hereof.
‍
(d)     Except as required by law Marketer shall keep confidential and not disclose, and
shall cause its affiliates and each of their respective directors, officers, employees,
representatives, agents and independent contractors to keep confidential and not disclose,
any of the terms and conditions of this Agreement to any third party without the prior
written consent of SKYVIEW 1.
‍
(e)     Upon the disclosing party’s request, the Recipient will promptly return to the
disclosing party all copies of the Information, will destroy all notes, abstracts and other
documents that contain Information, and will provide to the disclosing party a written
certification of an officer of the Recipient that it has done so. Nothing in this Agreement
will be construed as granting any rights to the Recipient, by license or otherwise, to any
of the disclosing party’s Information, except as specifically stated in this Agreement.
‍
(f)     Notwithstanding the foregoing, Recipient may disclose Information as required by
law, rule or regulation. Recipient shall use best efforts to obtain confidential treatment for
any such disclosure and, except pursuant to a routine audit or as may be prohibited by
law, shall inform the disclosing party of its obligation to disclose such Information.
‍
(g)     The parties shall establish and maintain appropriate administrative, technical and
physical safeguards designed to (i) protect the security, confidentiality and integrity of the
Information; (ii) protect against any anticipated threats or hazards to the security or
integrity of Information and any systems maintaining Information; (iii) protect against
unauthorized access to or use of Information; and (iv) ensure the proper disposal of
Information (collectively, the “Security Program”)
‍


(h)    In the event there is a Security Breach, the affected party will notify the other of
such Security Breach and the nature of such Security Breach immediately, but in no event,
later than forty-eight (48) hours, and will promptly report the corrective action taken to
respond to the Security Breach and shall take all steps at its own expense to immediately
limit, stop or otherwise remedy such misappropriation, disclosure or use. The affected
party shall at its own expense use best efforts to immediately contain, limit, stop or
otherwise remedy any Security Breach and prevent any further Security Breach, including
taking any and all action necessary to comply with applicable privacy rights, laws,
regulations and standards. For purposes of this Agreement, “Security Breach” means any
act or omission that materially compromises either the security, confidentiality or integrity
of data or the physical, technical, administrative or organizational safeguards put in place
by a party to protect the security, confidentiality or integrity of Information, Without
limiting the foregoing, a material compromise shall include any unauthorized access to,
unauthorized disclosure of or unauthorized acquisition of Information.

(a)     Marketer’s Indemnification. Marketer shall indemnify and hold harmless
SKYVIEW 1 and its affiliates and its and their directors, officers, employees and agents
from and against any and all third party claims, liabilities, losses and damages (including
reasonable attorney fees, expert witness fees, expenses and costs of settlement) arising
out of or with respect to this Agreement, to the extent that the claim, liability, loss or
damage is caused by, relates to or arises out of (i) the breach by Marketer of any of its
duties, obligations, representations or warranties under this Agreement, or (ii) the
relationship between Marketer and the Marketer’s Customers. Without limiting the
generality of the foregoing, Marketer shall indemnify SKYVIEW 1 to the extent that such
claim, liability, loss or damage is caused by, relates to or arises out of the unauthorized
disclosure or use by Marketer or any of its employees, directors, officers or agents of
information provided by a customer who applies for a Product or the content on
Marketer’s website.
‍
(b)     SKYVIEW 1’s Indemnification. SKYVIEW 1 shall indemnify and hold harmless
Marketer and its directors, officers, employees, agents and affiliates from and against any
and all third party claims, liabilities, losses and damages (including reasonable attorney
fees, expert witness fees, expenses and costs of settlement) arising out of or with respect
to this Agreement, to the extent that the claim, liability, loss or damage is caused by,
relates to or arises out of (i) the breach by SKYVIEW 1 of any of its duties, obligations,
representations or warranties under this Agreement, or (ii) the relationship between
SKYVIEW 1 and Marketer’s Customers. Without limiting the generality of the
foregoing, SKYVIEW 1 shall indemnify Marketer to the extent that such claim, liability,
loss or damage is caused by, relates to or arises out of the unauthorized disclosure or use
by SKYVIEW 1 or any of its employees, directors, officers or agents of information provided by a customer who applies for a Product or the content on SKYVIEW 1’s
website (excluding content approved by Marketer).

SKYVIEW 1 DOES NOT WARRANT THAT THE PRODUCT
OR ANY SUPPORT SERVICES RENDERED BY IT WILL BE UNINTERRUPTED OR
ERROR FREE, NOR DOES SKYVIEW 1 MAKE ANY WARRANTY AS TO THE
PERFORMANCE OR ANY RESULTS THAT MAY BE OBTAINED FROM THE
PRODUCT. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SKYVIEW 1 HEREBY
DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING,
WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, OR
FITNESS FOR A PARTICULAR PURPOSE.

NOTWITHSTANDING ANY OTHER PROVISION
HEREIN TO THE CONTRARY, SKYVIEW 1’S MAXIMUM LIABILITY UNDER
THIS AGREEMENT WILL BE LIMITED TO THE RECOVERY OF ACTUAL
DAMAGES UP TO THE TOTAL AMOUNT PAID BY SKYVIEW 1 TO MARKETER
PURSUANT TO THIS AGREEMENT IN THE IMMEDIATELY PRECEDING
MARKETING YEAR, OR, IN THE CASE OF MARKETING YEAR 1, THE TOTAL
AMOUNT PAID BY SKYVIEW 1 TO MARKETER PURSUANT TO THIS
AGREEMENT AS OF THE DATE SUCH CLAIM IS MADE AGAINST SKYVIEW 1.
IN ADDITION, SKYVIEW 1 SHALL NOT BE LIABLE FOR LOST PROFITS OR
SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES
WHETHER BASED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE,
STRICT LIABILITY OR OTHERWISE), AND WHETHER OR NOT ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES.

(a)     Marketer represents and warrants that: (i) it is duly organized, validly existing,
and in good standing under the laws of the state in which it is formed or operating; (ii) it
has the lawful right, power, authority and capacity to enter into this Agreement; (iii) the
person signing this Agreement is authorized to do so; (iv) neither the execution nor the
performance of this Agreement shall constitute a violation of or interfere with Marketer’s
obligations to any third party; and (v) Marketer owns and throughout the Term will own
or have a valid, enforceable license to use all of the Marketer Marks and any other trade
names, logos or marks used in the mobile app or any marketing materials used in
connection with the promotion of the Product.
‍
(b)     SKYVIEW 1 represents and warrants that: (i) it is a corporation duly organized,
validly existing and in good standing under the laws of the State of Delaware; (ii) it has
the lawful right, power, authority and capacity to enter into this Agreement; (iii) the
person signing this Agreement is authorized to do so; and (iv) neither the execution nor
the performance of this Agreement shall constitute a violation of or interfere with
SKYVIEW 1’s obligations to any third party.SKYVIEW 1’s obligations to any third party.

Marketer acknowledges that in order to be approved to market the
Product, it may need to disclose information as necessary for SKYVIEW 1 or the Issuing
Bank to perform due diligence (the “Due Diligence Information”). Marketer shall
immediately notify SKYVIEW 1 if any Due Diligence Information becomes inaccurate
or incomplete and shall submit to SKYVIEW 1 updated Due Diligence Information. In
the event SKYVIEW 1 determines in its sole discretion that Marketer’s Due Diligence
Information exposes SKYVIEW 1 to risk, reputational or otherwise, SKYVIEW 1 may
terminate this Agreement.

(a)     Notices. All notices, requests, and other communications or approvals required
by this Agreement shall be in writing and addressed/directed to the other parties at the
address set forth on the signature page below or at such other address of which the
notifying party hereafter receives notice in conformity with this section. All such notices,
requests, and approvals shall be deemed to have been duly given if delivered in person or
by registered or certified mail (postage prepaid, return receipt requested) to the respective
parties at the address listed on the signature page below.
‍
(b)     Governing Law. This Agreement shall be construed, interpreted and enforced in
accordance with the internal laws of the State of Minnesota, without giving effect to that
body of law concerning conflicts of law. Each party (i) submits to the exclusive general
jurisdiction of the courts of State of Minnesota and the courts of the United States of
America located in Minneapolis, Minnesota and any appellate courts from any decision
thereof in any legal action or proceeding relating to this Agreement; (ii) consents that any
such action or proceeding shall be brought exclusively in such courts; (iii) waives any
objection that it may have to the venue of any such action or proceeding in any such court
or that such action or proceeding was brought in such court is inconvenient and agrees
not to plead or claim the same; and (iv) agrees that service of process in any such action
or proceeding may be effected in accordance with the provisions of Section 16(a) herein.
‍
(c)     Cooperation. Each party agrees to execute and deliver such further documents
and to cooperate as may be necessary to implement and give effect to the provisions
contained herein.
(d)     Attorneys Fees. In the event there is any dispute concerning the terms of this
Agreement or the performance of any party hereto pursuant to the terms of this
Agreement, and any party hereto retains counsel for the purpose of enforcing any of the
provisions of this Agreement or asserting the terms of this Agreement in defense of any
suit filed against said party, the successful or prevailing party or parties shall be entitled
to recover reasonable attorneys’ fees and other costs incurred in that action or proceeding
from the other parties, in addition to any other relief to which it may be entitled.
‍
(e)   Counterparts. This Agreement may be executed by facsimile and in one or more
counterparts, each of which shall be deemed an original, and all of which together shall
constitute one and the same instrument.
‍
(f)      Section Headings. Section headings in this Agreement are for convenience only,
and shall not be used in construing the Agreement.
‍
(g)      Severability. A judicial determination that any provision of this Agreement is
invalid in whole or in part shall not affect the enforceability of those provisions found to
be valid.
‍
(h)      No Implied Waivers. If any party fails to require performance of any duty
hereunder by the other parties, such failure shall not affect its right to require
performance of that or any other duty thereafter. The waiver by any party of a breach of
any provision of this Agreement shall not be a waiver of the provision itself or a waiver
of any breach thereafter, or a waiver of any other provision herein.
‍
(i)      Binding Effect; Assignment. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto, and their respective representatives, successors
and permitted assigns. This Agreement shall not be assignable by Marketer, without the
express written consent of SKYVIEW 1. Notwithstanding the foregoing, Marketer may
assign this Agreement to an affiliate which has assumed in writing Marketer’s obligations
under this Agreement. Marketer will provide prompt written notice of any such
assignment. Any attempted assignment in violation of this provision shall be void.
‍
(j)      Entirety. This Agreement, including its Exhibits and any supplements to its
Exhibits (which supplements are added pursuant to the terms of this Agreement) shall
constitute the entire agreement between the parties regarding its subject matter. This
Agreement supersedes any and all previous proposals, representations or statements, oral
or written. Any previous agreements between the parties pertaining to the subject matter
of this Agreement are expressly terminated. Any modifications to this Agreement must be
in writing and signed by authorized representatives of both parties.
‍
(k)      Preemption. Any provisions of the parties’ proposals, contracts, invoices, billing
statements, acknowledgment forms or any other documents, which are inconsistent with
the provisions of this Agreement, shall be of no force or effect.
‍
(l)      Independent Contractors. Each of Marketer and SKYVIEW 1 is and at all times
shall be an independent contractor in its performance of the Agreement. Each of
Marketer and SKYVIEW 1 shall exercise control over its employees and agents and shall
be solely responsible for the determination of its employment eligibility, payment of any
wages, salaries or other remuneration of its employees and agents and for its payment of
any payroll taxes, contributions for unemployment insurance, social security, pension or
annuities, which are imposed as a result of the employment of its employees and agents.
‍
(m)      Press Releases and Announcements. The parties agree that (i) in proposals and
other marketing materials, including on SKYVIEW 1’s website and social media,
SKYVIEW 1 may list Marketer as a customer, display and use the Marketer Marks, and
describe in general terms the services provided by SKYVIEW 1 under this Agreement,
and (ii) Marketer shall participate in a third-party marketing interview for SKYVIEW 1’s
publication on its website and/or social media. Except as described in the foregoing,
neither party hereto shall issue any press release (or make any other public
announcement) related to this Agreement or the transactions contemplated hereby without
the prior written approval of the other party hereto, except as may be necessary, in the
opinion of counsel to the party seeking to make disclosure, to comply with the
requirements of this Agreement or applicable law. If any such press release or public
announcement is so required, the party making such disclosure shall consult with the
other party prior to making such disclosure, and the parties shall use all reasonable
efforts, acting in good faith, to agree upon a text for such disclosure which is satisfactory
to both parties.
‍
(n)      Force Majeure and Restricted Performance. If performance by any party (except
for each party’s payment obligations) of any service or obligation under this Agreement is
prevented, restricted, delayed or interfered with by reason of labor disputes, strikes, acts of
God, floods, lightning, severe weather, shortages of materials, rationing, utility or
communication failures, failure of the applicable Network, failure or delay in receiving
electronic data, earthquakes, war, revolution, civil commotion, acts of public enemies,
blockade, embargo, or any law, order, proclamation, regulation, ordinance, demand or
requirement having legal effect of any government or any judicial authority or
representative of any such government, or any other act, omission or cause whatsoever,
whether similar or dissimilar to those referred to in this clause, which are beyond the
reasonable control of a party, then such party shall be excused from the performance to the
extent of the prevention, restriction, delay or interference.

The Product includes:
‍
1. Cash Management Solution – A service wherein end customers deposit funds into a
demand deposit account, with certain underlying funds potentially swept into bank sweep
program accounts (the “Sweep Accounts”).
‍
2. Boat, Yacht, and Aviation Loans – Financing solutions offered to registered investment
advisors (RIAs) who are customers of Marketer. These RIAs may borrow funds from
SKYVIEW 1 or its bank partners for the acquisition or maintenance of boats, yachts, or
airplanes (the “RIA Loans”).
‍
The RIA Loans will only be considered part of the Product for potential fee eligibility under Exhibit B if:

Except as otherwise described below, all fees payable by Marketer’s Customers in connection
with the Product or revenue generated under the Product shall accrue to SKYVIEW 1 and/or the Issuing Bank.
‍
SKYVIEW 1 will not pay any basis points or fees to the Marketer unless an amendment to this Agreement is executed in writing by both parties.
‍
Within 15 days after the end of each quarter, SKYVIEW 1 may, at its discretion, pay Marketer a fee based on an agreed-upon percentage of the aggregate average daily balance in accounts owned by Marketer’s Customers (the “Marketer Fee”), subject to a separately executed amendment.
‍
SKYVIEW 1 may, at its discretion, adjust the Marketer Fee if the following events occur:
‍

‍
Within 15 days after the closing of each RIA Loan, SKYVIEW 1 may, at its discretion, pay
Marketer a fee based on an agreed-upon percentage of the aggregate original principal amount of such RIA Loan, subject to a separately executed amendment.
‍
Any fees payable to The Marketer under this Agreement, if applicable, will be deposited into a bank account issued by SKYVIEW 1. The Marketer must maintain an active SKYVIEW 1 account to receive payments. SKYVIEW 1 reserves the right to deduct any applicable fees or adjustments before deposit. The Marketer may transfer funds to and from this account in accordance with SKYVIEW 1’s standard banking terms and conditions.