Fund Transfer Agreement

LEAD BANK FUND TRANSFER AGREEMENT

This fund transfer agreement (the “Funds Transfer Agreement”) forms a legal agreement between you and Lead Bank, a Missouri state-chartered bank (“we”, “us”, “our”, or Bank”) .

Noah Savings, Inc., a company incorporated in Delaware, is the Program Manager (“Noah” or the “Program Manager”) that provides certain related services on behalf of the Bank via its software solution (the “Noah Platform”). The Program Manager has integrated the Noah Platform with certain of the Bank’s payment processing and fund transfer services (collectively, the “Bank Services”).

This Fund Transfer Agreement states the terms and conditions that govern the Bank’s provision, and your use, of the “Bank Services available through the Noah Platform. Please note, Bank is not involved with the movement, purchase or sale of any digital currencies, digital assets or other digital commodities (“Digital Assets”). Any such purchase or sale of Digital Assets is conducted by the Program Manager, subject to and in accordance with the terms of the agreement with the Program Manager (the “Noah Terms”).

For purposes of this Fund Transfer Agreement, each of Bank and you may be referred to as a “Party” and together, the “Parties” (and, for the avoidance of doubt, for purposes of this Fund Transfer Agreement neither “Party” nor “Parties” shall include Noah). All other defined terms used in this Fund Transfer Agreement have the meaning assigned to them in the Agreement. You can identify these defined terms because they start with capital letters (even if they are not at the start of a sentence). In this Fund Transfer Agreement, the term “herein” (and similar terms) shall refer solely to this Fund Transfer Agreement, and not to the terms of the Agreement. Further, the following terms shall have the following meanings for purposes of this Fund Transfer Agreement:

• “Governmental Authority” means any international, federal, territorial, State or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing having jurisdiction over Bank as applicable, and its respective Affiliates.
• “Transaction” means a transaction (including a return, reversal, or chargeback of a transaction) originated or received by Bank on behalf of you, or otherwise processed or executed by Bank for you in accordance with the terms of this Fund Transfer Agreement.
• “Business Days” means Monday through Friday. Holidays are not included.

1. General Terms
   • 1. You will only be able to access the Bank Services via the Noah Platform. To receive the Bank Services, you must (i) be an individual aged 18 or over, (ii) accept and comply with the terms of this Fund Transfer Agreement and the Noah Terms, and (iii) successfully pass the Program Manager’s onboarding and know your customer checks (together, the “Eligibility Criteria”).
     2. You acknowledge and agree that: (i) you meet, and will continue to meet on an ongoing basis, the Eligibility Criteria; (ii) you have the legal capacity, and full right, power and authority, to form a binding agreement with Bank on the terms of this Agreement; and (iii) you are compliant and will remain compliant with all terms of the Agreement.
     3. A breach of the Agreement by you (including, for the avoidance of doubt, any breach of an obligation you owe to Noah) shall constitute a breach of this Fund Transfer Agreement, and shall entitle Bank to pursue the remedies for breach set forth herein and permitted by Applicable Law. A statement in this Fund Transfer Agreement to the foregoing effect with respect to a specific provision of the Agreement, or the fact that a provision of the Fund Transfer Agreement imposes an obligation similar to a provision of the Agreement, shall not by implication or otherwise override the generality of the foregoing.
     4. You hereby acknowledge and agree to the following:
        1. You are and shall remain in compliance with this Agreement and Applicable Law and any payment requested through the Noah Platform complies with Applicable Law and Network Rules;
        2. No payment you request is to an entity identified on any list of sanctioned parties published by the U.S. Office of Foreign Assets Control, or would otherwise violate Applicable Law related to U.S. or foreign economic sanctions;
        3. Neither you nor any third party to which you request payment through the Noah Platform is engaged in any business or activity on Noah’s Prohibited Business List, as found in the Noah Terms and as updated from time to time;
        4. Any payment made to an entity located outside of the United States complies with Applicable Law in the receiving country;
        5. You will promptly notify Bank of circumstances which may result in a breach of the above obligations.
     5. You understand and agree that Noah is Bank’s service provider and program manager with respect to the Bank Services. Noah maintains the Noah Platform, and the Noah Platform (or such other portals or methods made available by Noah from time to time) shall be the primary means by which you interface with Bank in connection with the Bank Services. You understand and agree that any information provided to Noah (whether through the Noah Platform or otherwise) may be shared with Bank, and may be relied on by Bank.
     6. If a provision of this Fund Transfer Agreement is conditioned upon Bank’s belief or suspicion with respect to a fact or other matter (including a future matter), then such condition shall be satisfied if Noah has such belief or suspicion with respect to such matter. Bank may delegate to Noah the authority to exercise any discretion or make any assessment that Bank is permitted to exercise or make by the terms of this Fund Transfer Agreement or Applicable Law.
     7. You will use the Bank Services only to initiate transactions on your own behalf, to make payments for your own account, and shall not use the Bank Services (or allow any other person to use the Bank Services) to effect payments for or on behalf of another party, or to transfer funds for any other party, except as expressly permitted in clause 1(h).
     8. In respect of receiving payments into the Settlement Account, such payments may be effected in accordance with the following:
        1. If you are a non-US resident, the Settlement Account can receive:
           1. First-party payments where you are depositing USD from your bank, fintech app, or brokerage account;
           2. Third-party payment where a registered business deposits USD from its bank account;
           3. Third-party payment from a family member’s bank account, where you share a surname; and/or
           4. Third-party non-family member payment for an amount less than $5,000;
        2. If you are a US resident, the Settlement Account can receive:
           1. First-party payments where you are depositing USD from your bank, fintech app, or brokerage account; and/or
           2. Third-party payment where a registered business deposits USD from its bank account.

You acknowledge and agree that the Bank and/or the Program manager may amend the above terms at its / their discretion.

1. Payments
   • 1. Bank has established the Settlement Account to receive funds from you and other Noah customers and to effect fund transfers on behalf of you and other Noah customers. You understand and agree that the Settlement Account is an omnibus account in which Bank will hold funds on behalf of other Noah customers in addition to you. When funds are deposited into the Settlement Account in connection with a Transaction, Bank holds such funds as custodian for the benefit of you, and you are the beneficial owner of such funds. Subject to the foregoing, you do not own or control the Settlement Account. You are not entitled to any interest on funds maintained in the Settlement Account.
     2. When Bank receives from Noah payment instructions submitted by or on behalf of you through the Noah Platform, Bank will originate an electronic fund transfer from the Funding Account to the Settlement Account in the amount specified in the payment instructions. Upon final settlement of such electronic funds transfer, Bank will originate an electronic fund transfer from the Settlement Account to the Bank Account identified in the relevant payment instructions. Bank may effect such electronic fund transfers by ACH, wire payment, or any other method determined by Bank.
     3. If a transfer from the Funding Account to the Settlement Account is returned or reversed for any reason, then Bank may attempt to recover funds transferred to the Bank Account in connection with the Transaction. You authorize Bank to pursue any mechanisms or remedies available under Network Rules or Applicable Law to recover such funds from the financial institution that holds the Bank Account, without any further notice or authorization from you. If Bank requests your assistance to recover such funds, then you shall provide Bank with such assistance. If Bank incurs a loss due to the inability to recover funds transferred to a Bank Account, then you agree to assist Bank in pursuing any available remedies against the holder of the Bank Account, or other party against which remedies may be available to Bank or you. Such assistance may include (at Bank’s request) you assigning to Bank or allowing Bank to subrogate to claims or rights you have against the owner of the Bank Account.
     4. You agree to maintain sufficient funds in the applicable Funding Account to satisfy any payments that you initiate (or that are initiated on your behalf) through the Noah Platform, as well as any amounts owed to Noah or Bank, including for returns, reversals, fees, and expenses. Bank reserves the right to reject any payment you request for which sufficient funds are not available in the Funding Account.
     5. Notwithstanding anything to the contrary in this Fund Transfer Agreement, Bank shall not be required to initiate a Transaction in response to payment instructions, or process any Transaction, if Bank believes or has reason to suspect that such Transaction would violate Applicable Law or would subject Bank or Noah to unreasonable risk of loss (e.g., due to fraud).
     6. If we do not complete a transfer to or from your account on time or in the correct amount according to our agreement with you, we will be liable for your losses or damages. However, there are some exceptions. We will not be liable, for instance:
        1. If, through no fault of ours, you do not have enough money in your account to make the transfer;
        2. If any system was not working properly and you knew about the breakdown when you started the transfer
        3. If circumstances beyond our control (such as fire or flood) prevent the transfer, despite reasonable precautions that we have taken; and/or
        4. if any of the other exceptions or reasons stated in this Agreement apply.
2. Authorization and Settlement.
   • 1. Bank is entitled to rely on any payment request and associated information you communicate to Noah via the Noah Platform or otherwise according to requirements or methods Noah provides to you. By submitting a payment request or information through the Noah Platform, you authorize Bank to initiate electronic fund transfers in accordance with the payment information provided in connection with the request (including electronic fund transfers from the Funding Account to the Settlement Account).
     2. You shall provide any information as reasonably requested by Noah or Bank in connection with: (i) protecting against or preventing actual or potential fraud, unauthorized transactions, claims, sanctions violations, or other liabilities; (ii) resolving third party or your disputes or inquires; (iii) responding to requests from Bank, a payment network, or governmental authorities; or (iv) facilitating Bank’s compliance with Applicable Law.
3. Rejected and Erroneous Transactions.
   • 1. Bank may, in its sole discretion, suspend processing of, reject, or refuse to process any payment request for any reason, including if you are not in material compliance with this Fund Transfer Agreement or if Bank suspects that the payment request (or an electronic funds transfer to be initiated pursuant to the payment request): (i) does not comply with this Fund Transfer Agreement, Applicable Law, or Noah or Bank’s policies and procedures, including any formatting or technical requirements; (ii) may be fraudulent or unauthorized; (iii) exceeds or will exceed after settlement of all outstanding transactions any applicable transaction limit or available funds for you; or (iv) is likely to be returned or reversed, or could expose Noah or Bank to risk of loss. Neither Noah nor Bank shall have any liability to you for suspending or rejecting any payment request.
     2. Bank shall not have any obligation to discover and shall not be liable to you for errors made by you, including: (i) errors made in identifying a payment recipient, Vendor Bank Account, an intermediary, or a recipient bank; (ii) errors in Vendor Account Information; (iii) errors in the amount of a payment; (iv) errors related to the date on which settlement occurs; or (v) duplicate payment requests issued by you. You shall not have the right to cancel, amend, or reverse a payment after you initiate a payment through the Noah Platform. The fact that Noah or Bank is able to successfully cancel, amend, or reverse a payment shall not create an implied representation, warranty, or covenant that Noah or Bank will successfully act on future requests by you to cancel, amend, or reverse a payment. You shall be responsible for correcting any payment request and accompanying information rejected by Noah or Bank prior to resubmission.
     3. You agree that if the payment recipient account information contains a name that does not match the name of the accountholder for the account number in the books and records of the payment recipient’s financial institution, then the payment recipient’s financial institution may credit the account identified in the payment recipient account information on the basis of the account number only. You shall not be entitled to any refund of funds, and Bank shall not be liable for any losses, associated with a transaction credited by the RDFI to the account with the account number identified in the payment recipient account information, even if such account is not owned by the intended recipient.
4. Unauthorized Transactions or Compromised Account
   • 1. Tell us and the Program Manager AT ONCE if you believe your account has been lost, stolen or otherwise compromised or if you believe that any Transaction has been made without your permission by calling us at 888-895-2925 or email us at support@noah.com. Telephoning is the best way of keeping your possible losses down. You could lose all the money in your account. If you tell us within 2 business days after you learn of the loss or account being compromised, you can lose no more than $50 if someone used your account without your permission.
     2. If you do NOT tell us within 2 business days after you learn of the loss or your account being compromised, and we can prove we could have stopped someone from using your account without your permission if you had told us, you could lose as much as $500.
     3. Also, if your transaction history shows transfers that you did not make, tell us at once. If you do not tell us after the earlier of (i) the date you electronically access a transaction history for your account, if the error could be viewed in your electronic history, or (ii) the date we sent the FIRST written history on which the error appeared, you may not get back any money you lost after the 60 days if we can prove that we could have stopped someone from taking the money if you had told us in time. If a good reason (such as a long trip or a hospital stay) kept you from telling us, we will extend the time periods.
5. Indemnification.

You will defend, indemnify, and hold Bank (and all respective directors, officers, employees, agents, affiliates, and permitted assigns) harmless from and against all third-party claims, actions, proceedings, regulatory investigations, damages, losses, judgments, settlements, fines, penalties, costs and expenses (including attorneys’ fees), arising from or in connection with: (i) your breach of the Agreement or the Fund Transfer Agreement; (ii) your failure to comply with Applicable Law or Network Rules; (iii) your failure to maintain a sufficient balance in the applicable Funding Account to cover your obligations under this Agreement; (iv) Bank processing payments, transferring funds, or otherwise executing transactions in accordance with your instructions; (v) your fraud, gross negligence or willful misconduct; (vii) the acts or omissions of your service providers, if any; or (viii) or your acts or omissions that cause Bank to fail to comply with Applicable Law. You shall reimburse, indemnify, and hold harmless Bank for any expenses that Bank may incur as the result of the issuance of duplicate payment instructions by you or in effecting your request for the cancellation or amendment of a payment.

1. Suspension and Termination.
   • 1. Immediately upon Noah’s suspension or termination of the Agreement or your use of the Noah Platform, Bank’s obligations to provide the Bank Services shall suspend or terminate, as applicable. Bank shall not have any independent obligation to provide notice to you of such suspension or termination, and Noah’s notice to you of suspension or termination of the Agreement or your use of the Noah Platform shall be sufficient to provide notice to you that the Bank Services have been suspended or terminated (for the avoidance of doubt, even if such notice from Noah does not specifically mention or reference the Bank Services).
     2. Bank may immediately suspend or terminate this Fund Transfer Agreement or your use of the Noah Platform: (i) upon your termination of the Agreement; (ii) for your failure to comply with the Agreement, this Fund Transfer Agreement, or Applicable Law, including your failure to maintain sufficient funds in its Funding Account; (iii) if such suspension, restriction, or termination is necessary to enable Bank to comply with this Fund Transfer Agreement or Applicable Law; (iv) if Bank reasonably suspects that you are likely to violate, or are in violation of, Applicable Law or Network Rules, or otherwise poses material risk to Noah, its Bank or a third party, including, if Noah reasonably suspects fraud, risk, or unusual activity; (v) if Noah requires such suspension, restriction, or termination; (vi) Bank is ordered or requested to do so by a Regulatory Authority; or (vii) Bank’s relationship with Noah terminates.
     3. Either Party may terminate this Agreement on ten (10) Business Days’ notice.
     4. Any obligation of either Party incurred prior to termination shall survive termination.
2. Confidentiality
   1. We will disclose information to third parties, including the Program Manager about your use of the Bank Services and the Transactions you make:
      1. Where it is necessary for completing Transactions;
      2. In order to verify the existence and condition of your account and use of Bank Services for a third party;
      3. in order to comply with government agency or court orders or other legal reporting requirements; or
      4. if you give us written permission.
3. Fees
   1. We do not charge a fee to you directly for the Bank Services provided under this Agreement. Your commercial relationship exists between you and the Program Manager. Please consult with your Program Manager to determine any fees that may be associated with Transactions that are related or incidental to your use of Bank Services, including any transactions concerned with Digital Assets.
4. Limits on Transaction Amounts and Frequency.
   1. Your maximum per Transaction limit will be $10,000.00. For security reasons, to avoid high-risk activity or for other reasons, we sometimes put limits or restrictions on the amount, number, frequency, and/or type of transactions that you can make using the Bank Services. We may change these limits or restrictions from time to time in our sole discretion.
5. Notice

Notice must be in writing and will be deemed given only when sent by first class mail major commercial rapid delivery courier service, or email to the party to whom the notice is directed as follows:

• • 1. To Bank: By delivery to Noah in accordance with the requirements for providing notice to Noah under the terms of the Noah Terms. Any notice to Bank that is delivered to Noah must clearly indicate that it is intended to be delivered to Bank.
    2. To you: to your last known email address as per Noah’s records. You also agree that we, either directly or through the Program Manager, may communicate with you regarding the Bank Services via other electronic methods and consent to receiving such communications electronically, including via the Noah mobile app, push notifications, or any other reasonable means if permitted by law.

1. Records and Error Resolution.
   1. Any obligation of Bank to provide or make available to you information regarding the Bank Services may be satisfied by the provision of such information by Noah via the Noah Platform, or in another manner as agreed to by Noah and you.
   2. In case of errors or questions about your account or Transactions, call us at 888-895-2925 or email us at support@noah.com as soon as you can. We must allow you to report an error until 60 days after the earlier of the date (i) you electronically access your account, if the error could be viewed in your electronic history, or (ii) we sent the FIRST written history on which the error appeared. You may request a written history of your transactions at any time by calling us at 888-895-2925 or email us at support@noah.com.
   3. If you believe an error has occurred with respect to your account or any Transaction, you will need to tell us:
      1. you full name and account identifier;
      2. the reasons as to why you believe there is an error, and the dollar amount involved; and
      3. approximately when such error took place.
   4. If you tell us orally, we may require you to submit your questions or details of the error in writing. If you notify Bank of an erroneous payment or other discrepancy after the timeframe set out in Section 12.2, we will review and investigate whether an error occurred. Such investigation may take up to 45 days. We will tell you the results of our investigation within three business days after completing it. If we decide that there was no error, we will send you a written explanation..
2. Arbitration.
   • 1. In the event of a dispute arising under or relating to this Agreement (“Dispute”), either Party may elect to finally and exclusively resolve the Dispute by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other Party. IF EITHER PARTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All Disputes will be resolved before a neutral arbitrator selected jointly by the Parties, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com.
     2. Each Party will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in San Francisco, California. The Parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The Parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent Noah from seeking injunctive relief in any court of competent jurisdiction as necessary to protect Noah’s proprietary interests.
     3. CLASS ACTION WAIVER. You agree that any arbitration or proceeding shall be limited to the Dispute between Bank and you individually. To the full extent permitted by law: (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST NOAH ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
     4. SEVERABILITY OF ARBITRATION SECTION. Except as provided herein, if any part or parts of this Arbitration section are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Arbitration section shall continue in full force and effect.
     5. SURVIVAL OF ARBITRATION SECTION. This Arbitration section will survive the termination of your relationship with Noah.