This RAIL Services Agreement (the "Agreement") sets forth the terms of the account-to-account transfer service described herein provided by Erebor Bank, N.A. (the "Bank") to the commercial Customer executing this Agreement ("Customer") with respect to the Deposit Accounts (the "Accounts") of Customer with the Bank. This Agreement forms part of, and is incorporated by reference unto, Customer's Deposit Account Relationship Agreement (including the Deposit Account Relationship Terms & Conditions (the "Terms and Conditions")) (and any subsequent amendments thereto) (the "Deposit Agreement" and, together with the Terms and Conditions, the "Relationship Agreement"). Capitalized terms used but not defined in this Agreement shall have the meanings assigned in the Relationship Agreement.

1. The RAIL™ Service

a. Definitions

"Account" means a commercial demand deposit, money market or savings account that Customer or a participating RAIL™ user maintains at the Bank.

"Eligible Transaction Account" means a commercial demand deposit, money market or savings account that Customer has as an Account from which Customer wants to initiate outgoing Transfers to another participating RAIL™ user Account at the Bank, and into which Customer wants to receive incoming Transfers from another participating RAIL™ user Account at the Bank.

"Transfer" means a debiting of funds from the originating RAIL™ Customer Account and transfer of such funds to the receiving RAIL™ user Account at the Bank.

"Transfer Instruction" means the instruction received from a participating RAIL™ Customer to debit funds from the participating RAIL™ Customer's Eligible Transaction Account and Transfer such funds to the receiving participating RAIL™ user Account at the Bank.

b. Service Description

The RAIL™ account-to-account transfer service (the "Service") enables a participating Customer to transfer funds to other participating RAIL™ users with accounts at the Bank, via account-to-account transfer within the Bank. The Bank, at its sole discretion, agrees to provide the Service to Customer at Customer's option. Each participating Bank user choosing to use the RAIL™ Service must agree to RAIL™ Service terms identical to this Agreement. Each Customer will access the RAIL™ Services via the Bank's online or mobile banking website or mobile app, and the security procedures applicable to Customer's use of such Bank website or mobile app shall apply to Customer's use of the RAIL™ Service.

c. Customer Representations and Warranties

Customer represents and warrants that Customer is either (i) a sole or joint owner of the Eligible Transaction Account(s), or (ii) an authorized user of the Eligible Transaction Account(s) allowed to enter into agreements for the Bank products and services, and that Customer has all necessary legal right, power and authority to transfer funds from the Eligible Transaction Account(s) to other RAIL™ user accounts at the Bank.

d. Transfer Instructions

In connection with Customer's use of the Service, Customer may initiate: (i) a one-time Transfer Instruction for which processing shall be initiated immediately; (ii) a one-time Transfer Instruction for which processing shall be initiated at a later specified date up to one year; or (iii) a recurring series of Transfer Instructions for which processing shall be initiated on the specified dates entered by Customer. When the Bank receives a Transfer Instruction from Customer, Customer authorizes the Bank to: (1) debit Customer's Eligible Transaction Account and transfer funds on Customer's behalf to the RAIL™ recipient user's designated Account; or, as applicable, (2) to credit Customer's Eligible Transaction Account and remit funds on Customer's behalf from the sending RAIL™ participating user's designated Account. Customer also agrees that the Bank shall debit Customer's applicable Account as described below in Section 4 (Service Fees and Additional Charges). Customer also authorizes the Bank to reverse a transfer from the applicable Account if the debit is returned from the other RAIL™ user's Account for any reason, including, but not limited to, insufficient funds. Transfers may be delayed or blocked to prevent fraud or to comply with regulatory requirements. If the Bank delays or blocks a Transfer Instruction that Customer has initiated, the Bank will notify Customer.

e. Bank's Limitation of Obligation

The Bank will use reasonable efforts to complete all of the Transfers in accordance with the Transfer Instructions submitted by Customer. However, the Bank shall incur no liability if the Bank is unable to complete any Transfers initiated by Customer because of the existence of one or more of the following circumstances:

• If, through no fault of the Bank's, the Eligible Transaction Account or any RAIL™ user Account involved in the RAIL™ Service does not contain sufficient funds to complete the Transfer.

• The Service is not working properly and Customer knows or has been advised by the Bank about the malfunction before Customer executes the Transfer Instruction.

• The Transfer is refused as described in Section 5 (Refused Transfers) below.

• Customer has not provided the Bank with the correct information, including, but not limited to, the correct Eligible Transaction Account or RAIL™ user information.

• Circumstances beyond the Bank's control (such as, but not limited to, fire, flood, network or system down time, or interference from an outside force) prevent the proper execution of the Transfer and the Bank has taken reasonable precautions to avoid those circumstances.

f. Accuracy of Information

It is Customer's responsibility to ensure the accuracy of any information that Customer enters into the Service, and for informing the Bank as soon as possible if Customer becomes aware that the Transfer Instruction information is inaccurate. The Bank will make a reasonable effort to stop or recover a Transfer made to the wrong account once the Bank has been informed by Customer, but the Bank does not guarantee such recovery and will bear no responsibility or liability for damages resulting from incorrect information entered by Customer.

g. Processing Timelines

Transfer Instructions will be processed expeditiously, typically on the same calendar day, within commercially reasonable timelines.

h. Use Limits

The Bank reserves the right to impose periodic (e.g. daily, weekly, monthly) use limits or Transfer dollar limits on Customer's use of the RAIL™ Services at the Bank's sole discretion.

2. Use of Customer Information

By requesting to use the optional RAIL™ Service, Customer must designate a RAIL™ username and RAIL™ user tag (which may include Customer's email address) that can be seen and used in Transfer Instructions by other RAIL™ Service users within the RAIL™ Service directory. Customer must keep such information current, and expressly grants permission to the Bank to use and disclose such information within the RAIL™ Service to other RAIL™ Service users, even if Customer's RAIL™ username and RAIL™ user tag (which may include Customer's email address) includes or constitutes the personally identifiable information of Customer. Customer can access the Bank's Online Privacy Notice at https://erebor.bank/privacy-notice.

3. Transfer Cancellation Requests

One-time Transfers may not be cancelled once initiated. Customer may cancel other Transfers at any time until it begins processing (as shown in the Service). Although the Bank will make a reasonable effort to accommodate Customer's cancellation request, the Bank will have no liability for failing to do so. The charge for each request will be the current charge for such services as set out in the applicable Bank fee schedule.

4. Service Fees and Additional Charges

To the extent that any RAIL™ Service transaction is subjected to a fee, applicable fees will be disclosed in the fee disclosure for the Relationship Agreement with respect to the applicable Account. Customer agrees to pay such charges and authorizes the Bank to deduct the calculated amount from the applicable Eligible Transaction Account Customer holds with the Bank. Any financial fees associated with Customer's standard deposit Account(s) will continue to apply. The Bank may, on a monthly basis, debit the Eligible Transaction Account payment of fees and charges due. Customer is responsible for any fees that may be assessed by Customer's telecommunications and Internet service provider.

5. Refused Transfers

The Bank reserves the right to refuse any Transfer. As required by applicable law, the Bank will notify Customer promptly if the Bank decides to refuse any Transfer or Transfer Instruction.

6. Returned or Failed Transfers

In using the Service, Customer understands Transfers may be returned or fail for various reasons. The Bank will use reasonable efforts to research and correct the Transfer to the intended recipient account or will void the Transfer. The Bank will, to the extent permitted by law, make reasonable attempts to return any unclaimed, refused, refunded, prohibited, failed or denied transfer to an account that the Bank debited for the funds Transfer or use other reasonable efforts to return such Transfer to Customer as permitted by law. In certain cases, the Bank may require Customer to contact the Bank to initiate a request to receive such funds. Customer may also receive such notification from the Bank.

7. Limitation of Liability

Except as otherwise stated in this Agreement, the Bank will be liable to Customer only for damages arising directly from the Bank's willful misconduct or gross negligence in the performance of the Service. The Bank will not be responsible for any loss, delay, cost or liability which arises, directly or indirectly, in whole or in part, from: (a) Customer's actions or omissions, or those of third parties who are not within the Bank's immediate and reasonable control; (b) Customer's negligence or breach of any agreement with the Bank; (c) any ambiguity, inaccuracy or omission in any information or instructions provided to the Bank; (d) any error, failure or delay in the transmission or delivery of data, information or records due to a breakdown in equipment, computer or communications facility; (e) accidents, strikes, labor disputes, civil unrest, epidemic, pandemic, fire, flood, water damage (e.g., from fire suppression systems), or acts of God; (f) causes beyond the Bank's reasonable control; (g) the Bank's inability to confirm to the Bank's satisfaction the authority of any person to act on Customer's behalf; or (h) Customer's failure to provide the Bank with complete and correct data in accordance with this Agreement.

Except for losses caused solely by the Bank's gross negligence or willful misconduct, the Bank's aggregate liability to Customer for claims relating to this Agreement, whether for breach, negligence, infringement, in tort or otherwise, shall be limited to an amount equal to the total fees paid by Customer for the Service. The Bank will not be responsible under any circumstances for special, indirect, incidental, punitive, exemplary or consequential damages which Customer incurs as a result of the Bank's third-party service providers' or agents' actions or omissions, including, without limitation, any loss of use or loss of business, revenue, profits, opportunity or good will, even if the Bank is aware of the possibility for such damages.

Customer agrees to cooperate with the Bank in any loss recovery efforts the Bank undertakes to reduce any loss or liability that arises in connection with the Service. Customer acknowledges that the Bank's Service fees have been established in contemplation of: (a) these limitations on the Bank's liability; (b) Customer's agreement to review account statements, confirmations, and notifications promptly and to notify the Bank immediately of any discrepancies or problems; and (c) Customer's agreement to assist the Bank in any loss recovery effort.

8. Indemnification

Customer will indemnify, defend, and hold the Bank harmless against any and all actions, proceedings, liabilities, losses, costs (including attorney's fees) and claims, including (without limitation) warranty claims, that result from or arise in connection with: (a) the Bank's processing of RAIL™ Transactions in accordance with this Agreement or Customer's Transfer Instructions; (b) Customer's actions or omissions, including Customer's negligence, willful misconduct or breach of any warranty or failure to comply with this Agreement; (c) any misuse of the Service by Customer, Customer's employees or agents; (d) Customer's failure to comply with applicable state and federal laws and regulations; and (e) actions by third parties, such as an introduction of a virus, that delay, alter or corrupt the transmission of information to the Bank.

9. Notices

Customer agrees to notify the Bank immediately if Customer discovers: (a) any error or discrepancy between Customer's records and the information the Bank provides to Customer about Customer's accounts or transactions (e.g. in a statement, confirmation or electronic report), within the timeframes set forth in the Relationship Agreement; (b) unauthorized transactions involving Customer's account(s); (c) a breach in the confidentiality of the Customer's login information or other security procedures; or (d) other problems related to the Service. Unless otherwise agreed, notices required by the Agreement must be made in accordance with the Relationship Agreement. The Bank will provide notices to Customer as set forth in the Relationship Agreement.

10. Assignment

The Bank may assign its rights and delegate its duties under this Agreement to a company affiliated with the Bank or to a third party. Customer may not assign any right or delegate any obligation under this Agreement without the Bank's prior written consent. Any permitted assignees will succeed to and be bound by this Agreement. The Bank may subcontract any of the work, services, or other performance required of the Bank under this Agreement without Customer's consent, and the Bank will be responsible for the work of such subcontractors in accordance with this Agreement.

11. Change in Terms

The Bank may add to, delete or change the terms of this Agreement at any time, with such notice to Customer as may be required by law. Customer's continued use of the Service after the effective date of such additions, deletions or changes to this Agreement constitutes Customer's agreement to such additions, deletions or changes.

12. Other Terms

This Agreement incorporates the terms of the Relationship Agreement. Please see the Relationship Agreement for additional terms. In the event of a conflict between the terms of this Agreement and the terms of the Relationship Agreement, the terms of this Agreement shall control solely with respect to the Service, and otherwise in the event of such conflict the terms of the Relationship Agreement shall prevail.

13. Termination or Suspension of Service

The Bank may terminate Customer's use of this Service at any time, with or without cause, upon written notice to Customer. The Bank may suspend or terminate the Service without prior notice to Customer if: (i) Customer breaches any agreement with the Bank (including without limitation any agreement under the Relationship Agreement); (ii) if the Bank discovers any willful misconduct or fraud by Customer; (iii) if the Bank believes there has been a breach in the security of the Service or unauthorized activity involving Customer's account(s); or (iv) the Bank is uncertain regarding the authorization, completeness, or accuracy of the information sent to the Bank by Customer. Any termination will not affect obligations arising prior to termination, such as the obligation to indemnify the Bank. Customer agrees not to develop a product or service substantially similar to the Service at any time. All provisions of this Agreement that are intended by their terms to survive termination of the Agreement will survive any such termination.