Commercial Checking Account Agreement

A. Introduction; Account Opening Disclosures

Priyo Inc. (“Platform”) is providing this Commercial Interest Checking Account Agreement (this “Agreement”) to you on behalf of Regent Bank (“Bank”), a member of the Federal Deposit Insurance Corporation (“FDIC”). The Bank is the provider of the interest-bearing checking account (the “Account”). Bank is also the issuer of the MasterCard® Debit Card (“Card”) pursuant to a license by Mastercard International Incorporated. As used in this Agreement the words “we”, “our”, and “us” refer to Bank, our successors, affiliates, or assignees, and the words “you” and “your” refer to you, the individual or legal entity, and the Account holder and Card holder, who agrees to be bound by this Agreement, as well as anyone else with the authority to deposit, withdraw, or exercise control over the funds in the Account and anyone else that you authorize to use a Card.

If enabled by the Platform, the Card is linked to the Account. Use of the Account and Card is governed by this Agreement. Access to your Account and the services under this Agreement are available only through the website and/or phone application (collectively, the “Platform App”) of Platform. Platform is responsible for making the Platform App available to you, and as a result some services under this Agreement may not be available to you. You should review your agreement with Platform for a complete list of services available. For a list of the services enabled and made available to you by the Platform, please visit the Platform App.

Access to your Account and the services offered under this Agreement shall be accessed through the Platform App unless we notify you otherwise. YOU UNDERSTAND THAT BY OPENING AN ACCOUNT THROUGH THE PLATFORM APP, YOU AUTHORIZE BANK TO ACCEPT ALL INSTRUCTIONS PROVIDED TO BANK BY PLATFORM ON YOUR BEHALF.

This is a non-interest-bearing account. You may deposit any amount after you open the Account.

B. Consent to Use Electronic Signatures, Communications and Statements

Introduction. In order to apply for an Account, you must consent to the use of electronic signatures and electronic records for all transactions with us and for all agreements, disclosures, notices and other Communications (as defined below) relating to those transactions. Once you have given your consent, we may deliver or make any of the documents or Communications available to you by posting them in the Platform App and sending you an email notification when they become available.

Your Legal Rights. Certain laws require us to provide specific information to you in writing, which means you have a right to receive that information on paper. We may provide such information to you electronically if we first obtain your consent to receive the information electronically. Your consent will also apply to any other person named on your Account, product or service, subject to applicable law.

Your Consent to Electronic Signatures. By accepting this Agreement, you understand that: (i) electronically signing and submitting any document(s) to Bank legally binds you in the same manner as if you had signed in a non-electronic form, and (ii) the electronically-stored copy of your signature, any written instruction or authorization and any other document provided to you by Bank is considered to be a true, accurate and complete record, and legally enforceable in any proceeding to the same extent as if such documents were originally generated and maintained in printed form.

Your Consent to Electronic Communications.To the fullest extent permitted by law, this Agreement, account statements, notices, legal and rate disclosures for your Account, updates and changes to this Agreement, or other service agreements and other communications (“Communications”) from us to you regarding your Account(s) and related services with us may be provided to you electronically, and you consent and agree to receive all those communications in an electronic form. Electronic Communications may be posted on the pages within the Platform App and/or delivered to your email address.

Your Review of Communications. Please review promptly all Communications we deliver or make available to you. We will retain printable versions of your Account statements for seven (7) years or longer periods as may be required by applicable law. You agree to give us and Platform notice of any change of your postal or email address.

Reporting to You; Errors and Disputes. Statements will be made available to you to view and/or print on the Platform App. Account statements will be considered to be correct unless you notify us, through Platform, of any errors within sixty (60) days of becoming available.

C. The Account, Generally

Eligibility. The Account is available to legal entities with an Employer Identification Number, and individuals who are citizens, permanent residents or non-permanent resident aliens in the United States on a valid long-term visa, at least eighteen (18) years of age, and with a valid Social Security Number or a Tax Identification Number and who will use the Account to pursue business purposes. All deposits and withdrawals must be in U.S. dollars. You must agree to accept electronic, rather than paper statements, as provided above.

Authorized Representatives.“Authorized Representatives” are persons with authority to act on your behalf. You may appoint Authorized Representatives and authorized signers only by following our separate procedures for doing so. Unless a restriction that we have acknowledged in writing is specifically stated in your authorizing resolution, each Authorized Representative: (i) will have authority to appoint the authorized signers on your Account, to appoint secondary cardholders, to add or delete authorized signers on your Account or secondary cardholders, to open additional accounts, to close your Account, and to give us any other instructions on your behalf with respect to your Account; and (ii) may do these things acting alone, unless we require otherwise.

Important Information About Procedures for Opening a New Account. To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an Account. In the case that an account is opened by a legal entity, we will obtain, verify, and record information on all ultimate beneficial owners of such legal entity.

Password Security.You are responsible for maintaining adequate security and control of any and all user IDs, passwords, hints, personal identification numbers (“PINs”), or any other codes that you use to access the Account or Card. If you permit any other person(s) to access or use your credentials, you are responsible for any transactions and activities performed from your Account or Card.

Internet Gambling; Illegal Transactions. We may, but are not required to, deny authorization for any internet gambling transactions. You agree not to use your Account, Card or our services for online gambling or any illegal activity. We may refuse to process any transaction that we believe may violate the terms of this Agreement or applicable law.

Fee Disclosure. Except as set forth in the Fee Schedule, you are not required to pay Bank any fees in connection with this Account. Platform may charge additional transaction fees and other fees associated with the services provided to you as provided in your agreement with Platform. To see the fee schedule, please visit https://priyo.com/fees

D. Interest Information

Rate Information. The initial interest rate and APY for the Account appear in the Account Opening Disclosures. This is a variable rate account. We may, at our discretion, change the interest rate and APY for your Account at any time; this may be changed daily. Platform will notify you of any change in the interest rate and APY for your Account by posting the new interest rate on the Platform App.

Accrual of Interest. Interest begins to accrue no later than the business day the deposit is applied to your Account. Interest will be compounded daily and credited to your Account on a monthly basis. Account interest is calculated using the daily balance calculation method. There are no minimum or maximum balance restrictions on your Account.

Forfeit of Uncredited Interest. If you close your Account after interest has accrued but before it is credited to your Account, you will forfeit that interest, and it will not be credited to your Account.

Priyo does not provide any interest to any account at this time.

E. Deposits to Your Account

You can make deposits into your Account using any of these methods (if enabled by the Platform): direct deposits or ACH transfers initiated from an outside financial institution (unlimited); wires initiated from an outside financial institution (unlimited); ACH transfers (debit) initiated from a linked bank account; and internal transfers. All deposits are subject to frequency and dollar limits as published in the Platform App.

Direct Deposits.If enabled by Platform for your Account, your Account number and bank routing number may be used for the purpose of initiating direct deposits to your Account. The recipient’s name on any direct deposit we receive must match your name. Any direct deposit received in a name other than the name registered to the Account will be returned to the originator.

Account Funding with Cards. If enabled by Platform for your Account, you may fund your Account with your debit or credit card from an outside financial institution. You may not use prepaid cards or gift cards with your Account.

No Deposits in Cash, Paper Checks or Foreign Currency.Banks will only accept funds deposited electronically through Platform. We do not accept deposits in cash, cashier’s checks, money orders, foreign currency, or deposits of any type of check via mail. Only deposits made in accordance with the terms of this Agreement will be accepted.

F. Withdrawals From Your Account

In addition to those withdrawals using your Card (if applicable) described in Section J below and Instant Push to Card Transactions described in Section L below, you can make withdrawals from your Account using any of these methods (if enabled by the Platform): ACH transfers; outgoing wires; real-time payments; and P2P transfers.

No Overdrafts. You are not permitted to overdraw your Account. If the available balance in your Account is at any time not sufficient to cover any payment or withdrawal you have authorized, we may refuse to process the payment or withdrawal. If your Account balance becomes negative for any reason, you must make a deposit immediately to cover the negative balance.

G. Funds Availability

Availability. We make funds available according to the type of deposit and when the funds are applied or credited to your Account. Some types of deposits may not be available for immediate use. When we delay the availability of funds or place a hold on a deposit made to your Account, you may not withdraw those funds, and we will not use them to pay any debits during the deposit hold period.

Business Days. The length of the delay in the availability of funds is counted in business days from the day your deposit is applied to your Account. Our business days are Monday through Friday. Federal holidays are not included. Deposits received after the cut-off times provided in this Agreement or on a day Bank is not open will be processed the following business day that Bank is open.

Same Day Availability. Funds received from preauthorized electronic payments will be available on the day we receive the deposit. Funds from ACH credits that we receive from a verified external bank account will be available on the day we receive the deposit.

How Your Account Balance is Determined. Your Account has two kinds of balances: the actual balance and the available balance. Your actual balance reflects the full amount of all deposits to your Account as well as payment transactions that have been posted to your Account. Your available balance is the amount of money in your Account that is available for you to use. We use your available balance to determine whether there are sufficient funds in your Account to pay items.

H. Electronic Funds Transfer Disclosures

Electronic Transfers via ACH. If enabled by Platform, you may originate transfers to and from your Account via ACH as provided in Sections E and F of this Agreement. These requests must be made via the Platform.

Next Day ACH Cut-Off Time. The cut-off time for scheduling a next day ACH transfer is 4:00 PM Central Standard Time. Any next day ACH transfer scheduled after the cut-off time will be treated as if it were scheduled on the next business day.

Same Day ACH Cut-Off Time. The cut-off time for scheduling same day ACH transfers (if enabled on your Account) is 1:00 PM Central Standard Time.

Your Liability for Unauthorized Transfers. The Account is a commercial account and does not provide consumer protections for unauthorized transactions or unauthorized access to your Account, including by way of lost or stolen Account or Card numbers. Treat the Card like cash. If your Card or PIN is lost or stolen, or if you believe either your Card, PIN, or the Account number associated with your Card has been compromised or is subject to any unauthorized use, you must notify us immediately. Contact customer service IMMEDIATELY by calling Platform at +880 2 4102 0318, by emailing [email protected], or by logging into the Platform App.

Confidentiality. We will disclose information to third parties about your Account or the transfers you make (including transactions using your Card): (i) where it is necessary for completing transfers; (ii) in order to verify the existence and condition of your Account for a third party; (iii) in order to comply with government agency or court orders; or (iv) if you give us your written permission.

I. Wire Transfer Services

If enabled by Platform, you may originate transfers to and from your Account via wire transfer as provided in Sections E and F of this Agreement. Subject to the terms and conditions of this Agreement, you hereby authorize Bank and Bank hereby agrees to honor, execute and charge to the Account all requests for the wire transfer of funds made through the Platform by the Authorized Representatives and the authorized signers they appoint.

Verification of Wire Transfer Requests.A wire transfer request will be processed only if the request complies with Bank’s security and verification procedures. The Authorized Representative or authorized signer must log into the Platform and pass two-factor authentication to submit a wire transfer request.

Accuracy.You acknowledge and agree that Bank and beneficiary’s financial institution may rely solely upon the account/routing/transit number or similar identifying number provided in the wire transfer request to identify the beneficiary and the beneficiary’s financial institution. Wire transfers may not be cancelled or recalled once processed.

Fees and Charges. A $20 fee is charged for each outgoing wire transfer request. Fees may also be assessed by the receiving and/or beneficiary financial institution(s) for a wire transfer returned for insufficient or incorrect information.

Hours of Operation and Cut-Off Times.The bank’s wire transfer department is open from 9:00 AM to 4:00 PM Central Standard Time, Monday through Friday. Outgoing wire transfer requests received before 4:00 PM Central Standard will be processed the same business day if funds are available.

J. Additional Information Regarding Card

Debit Card. If enabled by Platform, you may use a Card to access or use funds in your Account. The Card is a debit card that allows you to have access to your Account to perform electronic funds transfers. You must activate your Card prior to use. You can activate it by accessing the Platform App. You are responsible for all authorized transactions initiated and fees incurred in connection with use of the Card.

Secondary Cardholder. You may be allowed to authorize additional Cards to be linked to your Account and provided to a secondary cardholder. We will treat the transactions initiated by the secondary cardholder as authorized by you and you will be liable for all transactions, fees and other liabilities related to such secondary cardholder.

Virtual Card. You may have the option of accessing your Account with a virtual card represented by a 16-digit account number. The Virtual Card may either be single-use or recurring-use. You may not use your Virtual Card to obtain cash anywhere.

Card Limits. Points of Sale (Merchant) Transactions: $3,000 per day, $25,000 per month. ATM Cash Withdrawals: $500 per day. These limits are subject to periodic review and may change based on your Account history and activity.

Foreign Transactions. If you make a purchase in a currency other than dollars, the amount deducted from your Account will be converted by Mastercard International Incorporated into dollars at the applicable exchange rate.

K. ACH Origination

The ACH Origination Service enables you to initiate debit and credit Entries through the Automated Clearing House. You will be the Originator for, and authorize us to originate on your behalf to the Receiver’s account, each Entry you Transmit to us through the ACH Origination Service. We will be the ODFI for each such Entry.

You are bound by and will comply with the NACHA Rules in using the ACH Origination Service, whether or not an Entry is sent through the Automated Clearing House. You will not originate Entries that violate applicable law or regulations (including any economic sanctions programs administered by the Office of Foreign Assets Control).

Generally, you may only Transmit Entries to us through the Platform. You have no right to reverse, delete, cancel or amend an Entry after we receive it. If you request us to reverse, delete or cancel an Entry, and we are able to verify that request in accordance with the applicable Security Procedures, we will use commercially reasonable efforts to effect that request.

We may establish and change aggregate and individual dollar limits for your Entries. We may suspend processing of and/or reject an Entry that exceeds your Exposure Limits, contains an invalid Effective Entry Date, or for any reason for which that Entry may be returned under the NACHA Rules.

L. Instant Payments

If enabled by Platform, you may fund your Account instantly using an eligible debit card (Instant Account Funding) or instantly transfer funds from your Account to an eligible debit card (Instant Push to Card). You will have to link the debit card to the Account using the Platform App and provide such additional information requested on the Platform App regarding the transaction, and the debit card must be enabled by the payment network for instant transfer services.

These transactions operate through card networks (Visa Direct and Mastercard MoneySend). Cross-border transactions and credit cards are not eligible for Instant Account Funding or Instant Push to Card. Current limits for both Instant Account Funding and Instant Push to Card are unlimited, subject to periodic review and change based on your Account history and activity.

You will not use Instant Account Funding or Instant Push to Card transactions to violate any applicable law or regulation, including OFAC rules. Instant transactions may fail, be rejected or be delayed due to a review by us or other financial institutions involved in the transactions, such as for fraud, regulatory, or compliance reasons, or if the transaction exceeds applicable limits.

M. Miscellaneous

Assignment; Transfer; Non-Waiver.The Account and your obligations under this Agreement may not be assigned. We may transfer our rights under this Agreement. Platform is an agent of Bank for some purposes and will be responsible for carrying out some of Bank’s responsibilities under this Agreement as Bank’s agent, including receiving notices from you, responding to any notices relating to questions or complaints concerning your Account or Card.

FDIC Insurance. For any deposit accounts you open, the FDIC requires Bank to disclose, and you hereby acknowledge, that deposits held by Bank are insured up to $250,000 federal deposit insurance limit, per depositor for each ownership category.

Standard of Care; Limitation of Liability. Our liability for losses you incur in connection with your Account is limited to actual damages proved that are proximately caused by our gross negligence or willful misconduct. In no event will our liability for any loss, cost, or liability arising from our gross negligence or willful misconduct exceed $50 except as otherwise required by UCC Article 4A.

Governing Law. Except to the extent governed by federal law, this Agreement shall be governed by the laws of the State of Oklahoma.

Arbitration.PLEASE READ THE FOLLOWING ARBITRATION PROVISION CAREFULLY. ANY CLAIM, DISPUTE, OR CONTROVERSY ARISING OUT OF OR RELATING IN ANY WAY TO THIS AGREEMENT, THE ACCOUNT, CARD OR OUR SERVICES SHALL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING INDIVIDUAL ARBITRATION CONDUCTED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS COMMERCIAL ARBITRATION RULES. BY AGREEING TO ARBITRATION, YOU ARE WAIVING YOUR RIGHT TO A JURY TRIAL. NO CLASS ACTION OR OTHER REPRESENTATIVE ACTION SHALL BE ALLOWABLE.

Amendment. We may amend or change the terms and conditions of this Agreement at any time by posting the amended Agreement on the Platform App. You will be notified of any amendment(s) in the manner provided by applicable law prior to the effective date of the amendment(s).

Customer Service. For customer service or additional information regarding your Account, please contact Platform at: [email protected] or +880 2 4102 0318. Mailing address: Priyo Inc., 2983 Sicily Way, Lewisville, TX 75067.

Regent Bank, member FDIC, is the issuer of the Card pursuant to a license by Mastercard International Incorporated. Mastercard is a registered trademark of Mastercard International Incorporated.