UPGRADE VISA® CARD FEES

These are the disclosures for the fees that apply when you use the Upgrade Visa® Card associated with your Upgrade Card Personal Credit Line or Upgrade
OneCard Personal Credit Line (“Upgrade Card”). Please see your separate Personal Credit Line Agreement for important disclosures regarding the APR, fees, and
other terms and conditions that govern your Upgrade Card Loan(s), including when you will begin paying interest on your Upgrade Card Loan(s)

Upgrade Visa Card Fees

Annual Fee See your PCL Agreement
Monthly Fee $0.00
Per Purchase Fee $0.00
ATM Cash Advance Withdrawal Fee See your PCL Agreement (ATM access available for Upgrade OneCard only)
Cash Reload Fee* $0.00
ATM Balance Inquiry Fee $0.00 (ATM access available for Upgrade OneCard only)
Customer Service Fee $0.00
Inactivity Fee $0.00
Foreign Transaction Fee See your PCL Agreement
Please see your Personal Credit Line Agreement ("PCL Agreement") and Truth in Lending Act disclosures for APR, fees, and other terms and conditions that apply to
your Upgrade Card Loan(s), including when you will begin paying interest on the Upgrade Card Loan(s).

Find details and conditions for all fees and services relating to your Upgrade Card in your PCL Agreement and Truth in Lending Act disclosures, or call 1-844-558-
5687.

*Your Upgrade Visa® Card account is not capable of being loaded with cash.

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 UPGRADE VISA® CARD PROGRAM AGREEMENT
DECEMBER 11, 2023

IMPORTANT-PLEASE READ CAREFULLY

FOR QUESTIONS OR ASSISTANCE, PLEASE CONTACT CUSTOMER SERVICE AT 1-844-558-5687.

TABLE OF CONTENTS
1. This Agreement.
2. Important Information about Procedures for Opening a Card Account.
3. Your Consent.
4. Your Right to Withdraw Your Consent.
5. You Must Keep Your Contact Information Current.
6. Copies of Communications.
7. Access/Technology Requirements.
8. Changes.
9. Participating in the Program.
10. Card.
11. Prohibitions and Restrictions.
12. Card Account.
13. Obtaining A Physical Card.
14. Activating your Virtual Card.
15. Activating your Physical Card.
16. Adding your Card to a Digital Wallet.
17. Fees.
18. Card Security.
19. Lost or Stolen Card Number.
20. No Secondary Cardholders.
21. Using Your Card.
22. Cash Advances at ATMs.
23. Transacting with Your Card.
24. Transaction Limits.
25. Funds Availability.
26. Transaction History.
27. Account Alerts.
28. Verified Mobile Device.
29. Preauthorized Transfers.

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30. Transactions in Foreign Currencies.
31. Receipts.
32. Refunds.
33. Rewards and Bonus Programs.
34. Privacy Policy.
35. Replacement Cards on Expiration.
36. Our Liability to You.
37. Errors or Questions About Your Card Account Transactions.
38. Your Liability for Unauthorized Transactions; Zero Liability Protection; Notice of Billing Rights.
39. Assignment.
40. Severability and Waiver.
41. Amendment.
42. Entire Agreement.
43. Cancellation and Suspension.
44. Business Days.
45. English Language Controls.
46. Telephone Monitoring/Recording.
47. Website Availability.
48. Governing Law.
49. Indemnification.
50. Limitation of Liability.
51. Dispute Resolution by Binding Arbitration; Jury Trial Waiver; Class Action Waiver.
52. Contact Information for Customer Service.

1. This Agreement. This Upgrade Visa® Card Program Agreement (this “Agreement” or “Cardholder Agreement") represents an agreement between you and Cross
River Bank, a New Jersey State Chartered FDIC Insured Bank (the “Bank”), the issuer of your Card. This Agreement outlines the terms and conditions governing the
Upgrade Visa® Card Program (the “Program”). This Agreement does not replace the Personal Credit Line Agreement (“PCL Agreement”) or any other documentation
provided to you in connection with credit obtained through the Upgrade platform. In the event of an inconsistency between this Agreement and the PCL Agreement,
this Agreement shall govern and control your Card Account, use of the Card, and your relationship with Bank in connection with your Card Account. For more
information about your credit line, please see your PCL Agreement and accompanying documentation provided to you by Upgrade, Inc. (“Upgrade”). “Card” means
the Upgrade Visa® Card issued by Bank that you can use for conducting transactions pursuant to your Personal Credit Line, which is governed by your PCL Agreement
(See “Transacting with Your Card” section below). The Card will be a virtual card represented by a 16-digit account number and a physical card embossed with the
same 16- digit number if you choose to receive the physical card (See “Obtaining a Physical Card” section below). By accepting and using the Card, you agree to be
bound by the terms and conditions contained in this Agreement in addition to the PCL Agreement between you and us. “Card Account” means the records maintained
by Bank for each Card to evidence transactions initiated with the Card. “You” and “your” mean the person who receives a Card and is authorized to use a Card as
provided for in this Agreement. “We,” “us,” and “our” mean Bank and its successors, affiliates and/or assignees. Please read this Agreement carefully and keep it for
future reference.

THIS AGREEMENT INCLUDES, AMONG OTHER THINGS, AN ARBITRATION PROVISION CONTAINING A CLASS ACTION WAIVER AND YOUR AUTHORIZATION FOR THE CARD
TO BE CHARGED FOR ALL FEES ASSOCIATED WITH THE PROGRAM.

PURSUANT TO THIS AGREEMENT, BY ACTIVATING YOUR CARD OR PARTICIPATING IN THE PROGRAM IN ANY WAY, YOU REPRESENT THAT YOU HAVE READ AND
UNDERSTAND THIS AGREEMENT AND YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND OUR PRIVACY POLICY. PLEASE VISIT
https://www.crossriver.com/privacy-policy. TO VIEW, PRINT AND SAVE OUR PRIVACY POLICY.

2. IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A CARD ACCOUNT

TO HELP THE GOVERNMENT FIGHT THE FUNDING OF TERRORISM AND MONEY LAUNDERING ACTIVITIES, FEDERAL LAW REQUIRES ALL FINANCIAL INSTITUTIONS TO

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 OBTAIN, VERIFY, AND RECORD INFORMATION THAT IDENTIFIES EACH PERSON WHO OPENS AN ACCOUNT. WHAT THIS MEANS FOR YOU: WHEN YOU OPEN A CARD
ACCOUNT, WE WILL ASK YOU TO PROVIDE YOUR NAME, PHYSICAL ADDRESS, DATE OF BIRTH, AND OTHER INFORMATION THAT WILL ALLOW US TO IDENTIFY YOU. WE
MAY ALSO ASK YOU TO PROVIDE YOUR SOCIAL SECURITY NUMBER. BY ACCEPTING THE CARD, YOU CONFIRM YOU HAVE AUTHORIZED UPGRADE TO PROVIDE US
WITH THIS INFORMATION.

CONSENT TO USE ELECTRONIC SIGNATURES AND COMMUNICATIONS (Paragraphs 3-8 below)

3. Your Consent . To the extent permitted by applicable law, you consent to use electronic signatures and to electronically receive all records, notices, statements,
communications, and other items for all services provided to you under this Agreement and in connection with your relationship with us (collectively,
“Communications”) that we may otherwise be required to send or provide you in paper form (e.g., by mail). By accepting and agreeing to this Agreement
electronically, you represent that: (1) you have read and understand this consent to use electronic signatures and to receive Communications electronically; (2) you
satisfy the minimum hardware and software requirements specified below; and (3) your consent will remain in effect until you withdraw your consent as specified
below.

4. Your Right to Withdraw Your Consent . Your consent to receive Communications electronically will remain in effect until you withdraw it. You may withdraw your
consent to receive further Communications electronically at any time by writing to Upgrade, 275 Battery Street, Suite 2300, San Francisco 94111, Attn: Upgrade
Customer Support (“Upgrade Address”). If you withdraw your consent to receive Communications electronically, we will close your Card Account, and you will no
longer be able to use your Card or participate in the Program, except as expressly provided in this Agreement. Any withdrawal of your consent to receive
Communications electronically will be effective only after we have a reasonable period of time to process your withdrawal. Please note that your withdrawal of consent
to receive Communications electronically will not apply to Communications electronically provided by us to you before the withdrawal of your consent becomes
effective.

5. You Must Keep Your Contact Information Current . In order to ensure that we are able to provide Communications to you electronically, you must notify us of any
change in your email address and your mobile device number or other text message address by updating your profile on www.upgrade.com (the “Upgrade Website”).

6. Copies of Communications. You should print and save and/or electronically store a copy of all Communications that we send to you electronically. We will attempt to
communicate with you only by use of the most recent contact information you have provided to us. You agree that any notice or communication sent to you at an
address noted in our records shall be effective unless we have received an address change notice from you.

We cannot accept responsibility for any email messages not received by you, or for any delay in the receipt or delivery of any email notifications. If you make your
email account available to any other individual, you agree that you are responsible for any release of any Account information to such individual.

7. Access/Technology Requirements. In order to access and retain Communications provided to you electronically, you must have: (1) a valid email address and phone
number; (2) a computer or other mobile device (such as tablet or smartphone); (3) a connection to the Internet; (4) the latest, current version of Chrome, Safari,
Firefox, or Microsoft Edge web browser; and (5) a printer to print records, or electronic storage to retain records in electronic form.

8. Changes.We reserve the right, in our sole discretion, to communicate with you in paper form. In addition, we reserve the right, in our sole discretion, to discontinue
the provision of electronic Communications or to terminate or change the terms and conditions on which we provide electronic Communications. Except as otherwise

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required by applicable law, we will notify you of any such termination or change by updating this Agreement on the Upgrade Website or delivering notice of such
termination or change electronically.

9. Participating in the Program. In order to participate in the Program, you must (a) have previously agreed to the PCL Agreement located at www.upgrade.com, and
to Upgrade Privacy Policy located at www.upgrade.com/privacy (all applicable privacy policies are also attached as an exhibit to the PCL Agreement); (b) register with
us through the Upgrade Website or the Upgrade mobile application for the Program (the “App”); (c) accept and agree to this Agreement and our Privacy Policy, (d) be
a U.S. citizen (or a legal resident with a U.S. tax ID number) of at least 18 years of age (or older if residing in a state where the majority age is older); and (e) provide
Upgrade and/or us with all requested information, such as your name, date of birth, physical address, email address, social security number, user name and password,
and such other information as we may request from time to time (collectively, “User Information”), which Upgrade may provide to us. You represent and warrant that
all information, including User Information, you provide us from time to time is truthful, accurate, current, and complete. You agree to promptly notify Upgrade and us
of changes to any User Information. If we approve your registration for a Card Account, we will issue you a Card that you can access through the App.

10. Card. The Card is issued by Bank to access the Card Account; however, the Card Account is not issued in a specified amount. The funds you use with this Card are
not loaded and stored in the Card Account after issuance. Instead, the funds pass through the Card Account for the sole and limited purpose of (and typically for no
more than 200 milliseconds) effectuating purchases as set forth in part in the “Using Your Card” section below.

11. Prohibitions and Restrictions. The Card is not a gift card or gift certificate. The Card remains the property of Bank and must be surrendered upon demand. The
Card cannot be redeemed for cash. The Card is not for resale and may not be transferred or assigned. The Card is not connected in any way to any other account with
us. The Card is non-transferable and it may be canceled, repossessed, or revoked at any time without prior notice subject to applicable law. The Card is not designed
for business use and may only be used for personal, family, and household purposes, and we may close your Card Account if we determine that it is being used for
business purposes. You may not use the Card for any illegal purpose. We may refuse to process any transaction that we believe may violate the terms of this
Agreement. EXCEPT FOR UPGRADE ONECARD, YOUR CARD IS NOT AN ATM CARD AND MAY NOT BE USED AT ANY ATM.

12. Card Account. You acknowledge and agree that the amount of funds that may be accessed by the Card is limited to the amount of the funds available to you. See
“Transacting with Your Card” section for information on the amount of funds available to you to transact with the Card. Any funds associated with your Card Account
are not insured by the Federal Deposit Insurance Corporation. You will not receive any interest on the funds in your Card Account. In addition, you acknowledge and
agree that when you have both a virtual Card and a physical Card that both Cards access the same Card Account.

13. Obtaining A Physical Card. To obtain a physical Card, follow the directions provided via the Upgrade Website. You will receive a physical Card 5-7 business days
after we receive your request.

14. Activating Your Virtual Card. You will need to provide personal information in order to verify your identity when you order the Card. After opening your account you
will activate your virtual Card, and you represent and warrant to us that: (a) you are at least 18 years of age (or older if you reside in a state where the majority age is
older); (b) you are a U.S. citizen or legal alien residing in the United States; (c) the User Information is truthful, accurate, current, and complete; (d) you received a
copy of this Agreement and our Privacy Policy and agree to be bound by and to comply with their terms; and (e) you accept your Card.

15. Activating Your Physical Card . You will need to provide personal information in order to verify your identity when you order the Card. You must activate your Card
before it can be used. You may activate your Card by following any directions for activation provided via the Upgrade Website or App. By activating your physical Card,
you represent and warrant to us that: (a) you are at least 18 years of age (or older if you reside in a state where the majority age is older); (b) you are a U.S. citizen or
legal alien residing in the United States; (c) the User Information is truthful, accurate, current, and complete; (d) you received a copy of this Agreement and our
Privacy Policy and agree to be bound by and to comply with their terms; and (e) you accept your Card.

16. Adding Your Card to a Digital Wallet. You may elect to add your Card to one or more digital wallets ("Digital Wallets") supported by the Bank and subject to
applicable terms for adding your Upgrade Visa® Card to a Digital Wallet (“Digital Wallet Terms”).

17. Fees. We and Upgrade may charge fees relating to your Personal Credit Line as disclosed to you in the PCL Agreement. Third party fees may apply for participating
in the Program as described in the “Account Alerts” section in this Agreement. Third party fees may also apply for certain transactions, such as cash advances at ATMs
with Upgrade OneCard as described in the “Cash Advances at ATMs” section in this Agreement. Please refer to your PCL Agreement for more information.

18. Card Security. Do not share your Card number with anyone. You should treat your Card number with the same care as you would treat cash. Either memorize your

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 Card number or keep it in a safe place. Do not send your Card number in an email or text message. Make sure your Card number is secured with encryption when you
use your Card to perform transactions over the Internet or wireless networks. If you believe that anyone has gained unauthorized access to your Card number, you
should advise us immediately, following the procedures in “Lost or Stolen Card Number” section.

19. Lost or Stolen Card Number. Contact Customer Service immediately if you believe: (a) your Card or Card number has been lost or stolen, or (b) someone has
transferred or may transfer funds using your Card Account without your permission. Contacting us by telephone at (877) 418-3667 is the best way to minimize your
possible losses. If you have both a virtual and a physical Card and you report one of your Cards lost or stolen, both Cards will be canceled immediately and all further
attempted transactions with either of those Cards will be declined. If you report either of your Cards lost or stolen, new Cards will be issued. If you need to replace any
Card that is reported lost or stolen, you can do so within the App by tapping the Card and tapping the Report Lost Card or by visiting the Upgrade Website. You will be
required to provide personal information which may include your Card number, full name, transaction history, and other relevant information.

20. No Secondary Cardholders. You may not request an additional Card for another person.

21. Using Your Card. You may use your Card to make purchases from merchants as described below:

(a) Using your Card for Purchases. You may use your Card to make purchases anywhere Visa® is accepted, subject to the amount of funds available to you to
transact with your Card, the transaction limits described below, and the other terms and conditions of this Agreement. See “Transacting with Your Card” section for
information on the amount of funds available to you to transact with your Card. You may not use your virtual Card for making purchases at any vending machines,
kiosks, or gas station pumps. Each time you use your physical Card or your virtual Card, the amount of funds available to transact with your Card may be reduced by
the amount of the transaction and any applicable fees. The new amount of funds available may be used for making purchases with your physical and virtual Cards.
You are not allowed to exceed the amount of available funds through an individual transaction or a series of transactions. If you do not have enough funds available to
complete a transaction, you can instruct the merchant to charge a part of the purchase to the Card and pay the remaining amount using another payment method.
These are called “Split Transactions.” Some merchants do not allow cardholders to conduct Split Transactions. Nevertheless, if a transaction exceeds the amount of
available funds, you will be fully liable for the full amount of the transaction and any applicable fees. When making purchases with your Card at any point-of-sale
("POS") device other than through a Digital Wallet provider, you may select “CREDIT” on the keypad to make a signature purchase. YOU MAY NOT USE YOUR CARD
FOR ONLINE GAMBLING OR ANY TRANSACTION INVOLVING ILLEGAL ACTIVITY OF ANY KIND. We may temporarily “freeze” or entirely deactivate your Card Account
and attempt to contact you if we notice transactions that are unusual or appear suspicious.

(b) Merchant Holds on Available Funds . When you use your Card or Card number to initiate a transaction at certain merchant locations, websites or mobile
applications, such as hotels, restaurants, gas stations, and rental car companies, where the final purchase amount is unknown at the time of authorization, a hold may
be placed on your available funds for an amount equal to or in excess of the final transaction amount. The funds subject to the hold will not be available to you for any
other purpose until the merchant sends us the final transaction amount. Once we receive the final transaction amount, it may take up to seven days for the hold to be
removed. During that period, you will not have access to the funds subject to the hold.

22. Cash Advances at ATMs. “Cash advances” are transactions other than purchases that allow you direct access to funds available through your Card Account and
Card under the Program. EXCEPT FOR UPGRADE ONECARD, YOUR CARD IS NOT ELIGIBLE FOR CASH ADVANCES AT AUTOMATED TELLER MACHINES (“ATMs”). Upgrade
OneCard may be used at participating ATMs to obtain cash advances. Please note that fees may apply. Please see your PCL Agreement for more information.

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23. Transacting with Your Card . Subject to the limitations set forth in this Agreement, the only funds available for transacting with your Card are the funds made
available through your PCL Agreement. You acknowledge and agree that by registering for the Program, you have authorized us or Upgrade on our behalf to access
funds loaned to you pursuant to PCL Agreement. Such authorization shall continue until you withdraw from participating in the Program. (See PCL Agreement for
instructions on withdrawing from the Program). When the Card is used for a transaction at a merchant, an authorization request will be transmitted to us from a
merchant. We will determine if you have sufficient funds pursuant to your PCL Agreement available to fulfill the transaction authorization request. If funds are available
for the transaction and the transaction itself is authorized, the funds will be available for your Card transaction. The funds will then be drawn down pursuant to your
PCL Agreement for the amount of the transaction. If there are not sufficient funds available for the amount of the purchase or the transaction itself is not authorized,
then the transaction will be declined. Any withdrawal of your participation in the Program will be effective only after we have had a reasonable period of time to
process your withdrawal.

24. Transaction Limits . The maximum amount that can be spent using your Card per day is the amount of funds available to you to transact with your Card or
$50,000.00, whichever is lower.“Transacting with Your Card” section for additional information on the amount of funds available to you to transact with your Card. The
maximum amount that can be spent using the Card in a thirty (30) day period is the amount of funds available to you to transact with your Card or $50,000.00,
whichever is lower. In order to protect your Card Account, we may temporarily impose limits on the dollar amount, number, and type of transactions performed using
your Card and your Card Account. To the extent permitted by applicable law, we reserve the right to: (a) change the transaction limits; (b) limit, block, or place a hold
on certain types of transfers or transactions; and (c) limit, suspend, or block transfers from particular persons, entities, or Card Accounts. Please see your PCL
Agreement for more information.

25. Funds Availability. You are responsible for keeping track of whether you have funds available to transact with your Card. See “Transacting with Your Card” section
for information on the amount of funds available to you to transact with your Card. Merchants generally will not be able to determine your funds availability. It is
important to know the amount of funds available before performing a transaction. If you do not have sufficient available funds to cover the transaction amount, the
transaction will be declined. If you do not have available funds, but an error occurs and you transact with the Card, then you are not authorized to use such funds. Any
transaction that could create a negative balance by using your Card Account is not permitted.

26. Transaction History . You may obtain information about your account including your recent transactions by accessing your account on the Upgrade Website or
through the App, when available. You will not receive paper statements for your Card Account.

27. Account Alerts. If you provide your mobile phone number, other text message address, or download the App to another mobile device, we may send you important
notices to the mobile number, text message address, or mobile device you have provided in the App. In addition, if you provide your mobile phone number, other text
message address, or download the App to another mobile device to us, you expressly consent to receive text messages relating to your Card Account at that number,
address, or device. Third-party data and message fees may apply.

28. Verified Mobile Device. When using the App and other Program services with your mobile device, you may provide a valid mobile device number or text message
address in the App and verify such number or text message address as instructed by us. To verify your mobile device number or text message address, we may send
you a code via text message to the mobile device number or text message address you provide, and you must enter that code as instructed by us. If you change your
mobile device number or text message address, you must promptly provide and verify your new mobile device number or text message address.

29. Preauthorized Transfers. No preauthorized transfers will be allowed.

30. Transactions in Foreign Currencies . If you make a purchase using your Card in a currency other than in U.S. dollars, the amount transacted will be converted by
Visa® into U.S. dollars. The applicable exchange rate will be selected by Visa® from the range of rates available in wholesale currency markets for the applicable
central processing date, which may vary from the rate Visa® itself receives or the government-mandated rate. The exchange rate used on the central processing date
may be different than the rate that was in effect on the date you performed the transaction. For each foreign currency transaction, Bank may assess a foreign
currency conversion fee and will retain this amount as compensation for its services. Please see your PCL Agreement for more information.

31. Receipts. You should get a receipt for each Card transaction. You agree to retain, verify, and reconcile your Card transactions and receipts.

32. Refunds. You will not receive cash refunds for Card transactions. If a merchant gives you a credit for merchandise returns or adjustments, the merchant may do so
by processing a credit adjustment in the amount of the original transaction. If the credit adjustment is submitted more than seven (7) calendar days after the original

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 transaction, you may be responsible for interest that has accrued for the transaction under. Please see your PCL Agreement. for the details. After we process a credit
adjustment, the amount of credit may be available for you to transact with by using the Card and pursuant to your PCL Agreement. We are not responsible for the
delivery, quality, safety, legality, or any other aspects of goods or services that you purchase with your Card, except as otherwise required by law or Visa® rules.

33. Rewards and Bonus Programs. At Upgrade's sole discretion, you may be permitted to receive certain bonuses and/or rewards (together, “Rewards”) subject to
meeting applicable eligibility conditions. These programs are offered and administered by Upgrade. Bonus programs include welcome bonuses, activation bonuses and
any other bonus programs that Upgrade may make available to you from time to time (“Bonus Programs”). Rewards programs may include the Upgrade Cash Back
Rewards Program and any additional rewards programs that Upgrade may make available to you from time to time (together with Bonus Programs, “Rewards
Programs”). These terms, as well as any supplemental terms that Upgrade may provide you from time to time and as applicable to a Rewards Program, shall apply to
such Rewards Program. For supplemental terms applicable to the Upgrade Cash Back Rewards Program, please refer to the Upgrade Cash Back Rewards Program
Terms and Conditions available at https://www.upgrade.com/upgrade-card/cash-rewards/program-terms/. Rewards do not have monetary value and are not your
property unless and until such Rewards are redeemed in accordance with applicable terms. Unless otherwise expressly provided, any unredeemed Rewards will be
forfeited. Rewards cannot be sold, attached, seized, levied upon, pledged or transferred under any circumstances including, without limitation, by operation of law,
upon death, or in connection with any dispute or legal proceeding. Upgrade may, in its sole discretion, cancel any Rewards Program, decline to issue Rewards (whether
or not accrued) and suspend or cancel your participation in a Rewards Program] for an account or transaction that Upgrade suspects or determines shows signs of
fraud, misuse or abuse, or violation of applicable law, and for an account that is past due, suspended or closed to new draws for any reason. In addition, Upgrade may,
in its sole discretion, make deductions to your then current Rewards balance for any previously issued Rewards that Upgrade determines no longer meet the eligibility
conditions, such as where Upgrade suspects or determines that an account or transaction shows signs of fraud, misuse or abuse, or where purchases were
subsequently determined by Upgrade to be within a type or category of transaction not eligible to receive Rewards. Upgrade is a third-party beneficiary entitled to the
rights and benefits of this provision and may enforce this provision. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND UPGRADE DISCLAIM ALL
LIABILITY TO YOU AND ANY OTHER PERSON OR PARTY WITH RESPECT TO THE PROGRAM, WHETHER IN CONTRACT, NEGLIGENCE, STRICT LIABILITY, OTHER TORTS OR
OTHER LEGAL OR EQUITABLE THEORY.

34. Privacy Policy. Your privacy is very important to us. We may disclose information to third parties about you, your Card and Card Account, and transactions related
thereto: (a) as necessary to effect, administer, or enforce a transaction requested or authorized by you; (b) with your consent; (c) to protect against or prevent actual
or potential fraud, unauthorized transactions, or other liability; (d) to comply with government agency or court orders; (e) as permitted and required by applicable law;
and (f) as otherwise provided in our Privacy Policy. You understand that by participating in the Program, you consent to the collection, use, and disclosure of your
information as set forth in this Agreement and our Privacy Policy available on our website located at https://www.crossriver.com/privacy-policy.

35. Replacement Cards on Expiration. If you have a virtual card, the expiration date of your virtual Card is identified on the front of the virtual Card. If you have a
physical plastic card, the expiration date of your physical plastic Card is identified on the back of the Card. Upon expiration of your Card and your Card Account is in
good standing, we may issue you a new Card. Write down your Card number and the customer service phone number provided in this Agreement on a separate piece
of paper in case your Card is lost, stolen, or destroyed. Keep the paper in a safe place. If you need to replace your Card for any reason, please contact Customer
Service. You will need to provide certain User Information so we can verify your identity.

36. Our Liability to You . If we do not complete a transaction with your Card on time or in the correct amount according to this Agreement, we may be liable for your
losses or damages. However, there are some exceptions. We will not be liable if: (a) through no fault of ours, you do not have enough available funds to perform the

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transaction; (b) circumstances beyond our control (such as fire, flood, water damage, power failure, strike, labor dispute, computer breakdown, telephone line
disruption, or natural disaster) prevent or delay the transfer despite reasonable precautions taken by us; (c) the system or point-of-sale terminal was not working
properly, and you knew about the problem when you initiated the transaction; (d) the funds available to you to transact with your Card Account are subject to legal
process or are otherwise not available for transactions; (e) the merchant refuses to accept your Card; (f) access to your Card has been blocked after you reported
your Card lost or stolen; (g) we have reason to believe the transaction is unauthorized; (h) the transaction cannot be completed because your Card is damaged; or (i)
any other exception stated in this Agreement.

37. Errors or Questions About Your Card Account Transactions . Contact Upgrade Customer Service in writing at 275 Battery Street, San Francisco, CA 94111 as soon
as you can if you think an error has occurred involving your Card Account. Unless applicable law permits a longer time for you to provide notice, Upgrade must hear
from you no later than 60 days after the date Upgrade sent the FIRST written transaction history on which the error appeared. When you notify Upgrade about an
error involving your Card Account, you will need to tell Upgrade: (a) your name and Loan Account number; (b) why you believe there is an error and the dollar amount
involved; and (c) approximately when the error took place. Upgrade will mail you a written acknowledgement of your notice within 30 days of receiving such written
notice. Upgrade will determine whether an error occurred within 90 days after Upgrade hears from you and will correct any error promptly. During this time, Upgrade
will not try to collect any disputed amounts or related charges. If Upgrade determines that an error has occurred, Upgrade will correct the error, reverse or adjust the
transaction and related charges, and mail a correction notice. If Upgrade determines that no error has occurred, Upgrade will mail an explanation that sets forth the
reasons Upgrade believes the alleged error is incorrect in whole or in part. Upon request, Upgrade will furnish copies of the documentary evidence supporting
Upgrade's determination. If Upgrade determines that a different error has occurred, Upgrade will correct such error and reverse or adjust the transaction with any
such disputed amount and related charges. If you need more information about Upgrade's error resolution process, contact Customer Service by telephone at (877)
418-3667.

38. Your Liability for Unauthorized Transactions; Zero Liability Protection; Notice of Billing Rights

Your Liability for Unauthorized Transactions . Tell us AT ONCE if you believe your Card has been lost or stolen or you believe a transaction has been made without your
permission using information from your Card or Card Account, or you could lose all the money associated with your Card Account. Contact Upgrade Customer Service
immediately at the number provided below or in writing at 275 Battery Street, San Francisco, CA 94111 to keep possible losses to a minimum. The best way to contact
us is to call Upgrade by telephone at (877) 418-3667. You will not be liable for any unauthorized use that occurs after you notify us. You may, however, be liable for
unauthorized use that occurs before your notice to us. In any case, your liability will not exceed $50 (unless Visa Zero Liability Protection applies).

Zero Liability Protection. Under Visa® rules, your liability for unauthorized purchases using your Card Account that take place on the Visa ® system without a PIN is
$0.00 if: (a) your Card Account is in good standing; (b) you have exercised reasonable care in safeguarding your Card Account from unauthorized use (i.e., you did not
provide, directly, by implication, or otherwise, the right to use your Card Account and you received no benefit from the “unauthorized” purchase); and (c) you have not
reported two (2) or more unauthorized events in the past 12 months.

Transaction Not Routed Through the Visa System. Unauthorized transactions that are not routed through Visa are not protected by the Visa Liability Protection policy.
You agree to cooperate reasonably with us in our attempts to recover funds from, and to assist in the prosecution of, any unauthorized users of your Card Account.

YOUR BILLING RIGHTS - KEEP THIS NOTICE FOR FUTURE USE

This notice tells you about your rights and our responsibilities under the Fair Credit Billing Act.

What To Do If You Find A Mistake On Your Statement

If you think there is an error on your statement, please write to us at: Upgrade, Inc., 2 North Central Ave, Flr 10, Phoenix, AZ 85004 (Attn: Account Servicing) or by
email to disputes@upgrade.com.

In your letter, give us the following information:

Account information: Your name and account number.
Dollar amount: The dollar amount of the suspected error.
Description of problem: If you think there is an error on your bill, describe what you believe is wrong and why you believe it is a mistake.

You must contact us:

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 Within 60 days after the error appeared on your statement.
At least three (3) business days before an automated payment is scheduled, if you want to stop payment on the amount you think is wrong.

You must notify us of any potential errors in writing. You may call Upgrade at (844)-899-9931, but if you do we are not required to investigate any potential errors, and
you may have to pay the amount in question.

What Will Happen After We Receive Your Letter

When we receive your letter, we must do two things:

1. Within 30 days of receiving your letter, we must tell you that we received your letter. We will also tell you if we have already corrected the error.
2. Within 90 days of receiving your letter, we must either correct the error or explain to you why we believe the bill is correct.

While we investigate whether or not there has been an error:

We cannot try to collect the amount in question, or report you as delinquent on that amount.
The charge in question may remain on your statement, and we may continue to charge you interest on that amount.
While you do not have to pay the amount in question, you are responsible for the remainder of your balance.
We can apply any unpaid amount against your credit line.

After we finish our investigation, one of two things will happen:

If we made a mistake: You will not have to pay the amount in question or any interest or other fees related to that amount.
If we do not believe there was a mistake: You will have to pay the amount in question, along with applicable interest and fees. We will then send you a statement
of the amount you owe and the date payment is due. We may then report you as delinquent if you do not pay the amount we think you owe.

If you receive our explanation but still believe your bill is wrong, you must write to us within 10 days telling us that you still refuse to pay. If you do so, we cannot report
you as delinquent without also reporting that you are questioning your bill. We must tell you the name of anyone to whom we reported you as delinquent, and we must
let those organizations know when the matter has been settled between us.

If we do not follow all of the rules above, you do not have to pay the first $50 of the amount you question, even if your bill is correct.

Your Rights If You Are Dissatisfied With Your Account Purchases

If you are dissatisfied with the goods or services that you have purchased with your account, and you have tried in good faith to correct the problem with the
merchant, you may have the right not to pay the remaining amount due on the purchase.

To use this right, all of the following must be true:

1. The Purchase must have been made in your home state or within 100 miles of your current mailing address, and the Purchase price must have been more than
$50. (Note: Neither of these are necessary if your Purchase was based on an advertisement we mailed to you, or if we own the company that sold you the goods
or services.)

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2. You must have used your account for the Purchase. Purchases made with ACH Transfers that accesses your account do not qualify.
3. You must not yet have fully paid for the Purchase.

If all of the criteria above are met and you are still dissatisfied with the Purchase, contact us in writing at: Upgrade, Inc., 2 North Central Ave, Flr 10, Phoenix, AZ 85004
(Attn: Account Servicing) or by email to disputes@upgrade.com.

While we investigate, the same rules apply to the disputed amount as discussed above. After we finish our investigation, we will tell you our decision. At that point, if we
think you owe an amount and you do not pay, we may report you as delinquent.

39. Assignment. To the extent permitted by applicable law, we may assign this Agreement without obtaining your consent. You may not assign or transfer your Card,
your Card Account, or this Agreement without our prior written consent.

40. Severability and Waiver. If any provision of this Agreement is held to be invalid or unenforceable, such provision will be deemed to be modified to the minimum
extent necessary to make it valid and enforceable and the rest of this Agreement will not be affected. We do not waive our rights by delaying or failing to exercise
them at any time.

41. Amendment. We may add to, delete, or amend this Agreement at any time in our sole discretion without providing notice to you, subject to applicable law. We
reserve the right, subject to applicable law, to deliver to you any notice of changes to existing terms or the addition of new terms by posting an updated version of this
Agreement on the Upgrade Website or delivering notice of changes to you electronically.

4 2 . Entire Agreement. This Agreement constitutes the entire and sole agreement between you and us with respect to the Program and supersedes all prior
understandings, arrangements, or agreements, whether written or oral, regarding the Program.

43. Cancellation and Suspension. To the extent permitted by applicable law, we may cancel or suspend your Card, your Card Account, or this Agreement immediately,
for any reason, and without notice to you. You may cancel your Card, your Card Account, or this Agreement at any time by notifying Customer Service by telephone at
(877) 418-3667 or in writing at 275 Battery Street, San Francisco, CA 94111. Cancellation or suspension of this Agreement will not affect any of our rights or your
obligations arising under this Agreement prior to such cancellation or suspension.

44. Business Days. Our business days are Monday through Friday from 6:00 a.m. - 6:00 p.m. and Saturday - Sunday from 6:00 a.m. - 5:00 p.m. Pacific time, excluding
federal holidays. Any references to “days” found in this Agreement are calendar days unless indicated otherwise.

45. English Language Controls. Any translation of this Agreement is provided for your convenience. The meanings of terms, conditions and representations herein are
subject to definitions and interpretations in the English language. Any translation provided may not accurately represent the information in the original English.

46. Telephone Monitoring/Recording . You agree that from time to time, without further notice to you, we may monitor and/or record telephone calls and electronic
communications between you and us to assure the quality of our customer service or as required by applicable law.

47. Website Availability. Although considerable effort is expended to make the Upgrade Website and other operational and communications channels available around
the clock, we do not warrant these channels to be available and error free every minute of the day. You agree that we will not be responsible for temporary
interruptions in service due to maintenance, website changes, or failures, nor shall we be liable for extended interruptions due to failures beyond our control, including
but not limited to the failure of interconnecting and operating systems, computer viruses, forces of nature, labor disputes and armed conflicts.

You agree to act responsibly with regard to the usage of the Upgrade Website. You will not violate any laws, interfere or disrupt computer networks, impersonate
another person or entity, violate the rights of any third party, stalk, threaten or harass anyone, gain any unauthorized entry, or interfere with Upgrade's systems and
integrity. We shall not bear any liability, whatsoever, for any damage or interruptions caused by any “computer viruses” that may affect your computer or other
equipment. We advise the regular use of a reputable and readily available virus screening and prevention software.

48. Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of New Jersey, consistent with the Federal Arbitration
Act, without giving effect to any principles that provide for the application of the law of another jurisdiction.

49. INDEMNIFICATION. AT OUR REQUEST, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS US AND OUR PARENTS, SUBSIDIARIES, AND OTHER AFFILIATED

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 COMPANIES, AND OUR AND THEIR EMPLOYEES, CONTRACTORS, OFFICERS, AND DIRECTORS AGAINST ANY AND ALL CLAIMS, SUITS, DAMAGES, COSTS, LAWSUITS,
FINES, PENALTIES, LIABILITIES, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES) THAT ARISE FROM YOUR VIOLATION OF THIS
AGREEMENT, APPLICABLE LAW, OR ANY THIRD-PARTY RIGHTS OR YOUR FRAUD OR WILLFUL MISCONDUCT. WE RESERVE THE RIGHT TO ASSUME THE EXCLUSIVE
DEFENSE AND CONTROL OF ANY MATTER SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE IN ASSERTING ANY AVAILABLE DEFENSES.

50. LIMITATION OF LIABILITY . EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT OR AS OTHERWISE REQUIRED BY APPLICABLE LAW, WE, OUR
AFFILIATES, AND THE PARTIES WITH WHOM WE CONTRACT IN ORDER TO OFFER THE CARDS, THE CARD ACCOUNTS, AND RELATED SERVICES ARE NEITHER
RESPONSIBLE NOR LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING IN ANY
WAY TO THE CARDS, THE CARD ACCOUNTS, ANY PRODUCTS OR SERVICES PURCHASED USING CARD ACCOUNTS, OR THIS AGREEMENT (AS WELL AS ANY RELATED OR
PRIOR AGREEMENT THAT YOU MAY HAVE HAD WITH US).

51. DISPUTE RESOLUTION BY BINDING ARBITRATION; JURY TRIAL WAIVER; CLASS ACTION WAIVER . PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR
RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW. ACTIVE DUTY MILITARY SERVICEMEMBERS AND THEIR
DEPENDENTS ARE EXEMPT FROM ARBITRATION TO THE EXTENT PROVIDED FOR IN THE MILITARY LENDING ACT.

(a) The parties to this Agreement agree that either you or Us or our service provider Upgrade (or any subsequent assigns of the foregoing parties), may, at its
sole election in writing, require that the sole and exclusive forum and remedy for resolution of a Claim be final and binding arbitration pursuant to this section (the
"Arbitration Provision"), unless you opt out as provided in paragraph (b) below. As used in this Arbitration Provision, “Claim” shall include any past, present, or future
claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and Bank or Upgrade and/or any assign of Bank or
Upgrade (or persons claiming through or connected with Bank or Upgrade and/or any assign of Bank or Upgrade), on the other hand, relating to or arising out of this
Agreement and/or the activities or relationships that involve, lead to, or result directly or indirectly from this Agreement, including (except to the extent provided
otherwise in the last sentence of paragraph (f) below) the validity or enforceability of this Arbitration Provision, any part thereof, or the entire Agreement. As to
California residents, the term "Claim" shall not include any separate action or proceeding or count contained in an action or proceeding that is for, or seeks as its sole
remedy, a public injunction. Claims are subject to arbitration regardless of whether they arise from contract, quasi-contract, tort (intentional, reckless, negligent or
otherwise), a constitution, statute, common law, or principles of equity, or otherwise. Claims include matters arising as initial claims, counter-claims, cross-claims,
third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable under applicable law.

(b) You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt-out notice to Cross River Bank, Attn: Legal Department, 400 Kelby
Street, 14th Floor, Fort Lee, NJ 07024, only if received at the specified address within 30 days of the date of your electronic acceptance of the terms of this Agreement.
The opt-out notice must clearly state that you are rejecting arbitration; identify the agreement to which it applies by date; provide your name, address, and social
security number; and be signed by you. You may send the opt-out notice in any manner you see fit as long as it is received at the specified address within the specified
time. No other methods can be used to opt-out of this Arbitration Provision. If the opt-out notice is sent on your behalf by a third party, such third party must include
evidence of his or her authority to submit the opt-out notice on your behalf.

(c) The party initiating arbitration shall do so with the American Arbitration Association (the “AAA”) or JAMS. The arbitration shall be conducted according to, and
the location of the arbitration shall be determined in accordance with, the rules and policies of the alternative dispute resolution forum selected, except to the extent
the rules conflict with this Arbitration Provision or any countervailing applicable law. In the case of a conflict between the rules and policies of the alternative dispute

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resolution forum selected and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing applicable law, unless all parties to the
arbitration consent in writing to have the rules and policies of the alternative dispute resolution forum selected apply.

(d) If Bank or Upgrade (or any assign of Bank or Upgrade) elects arbitration, Bank or Upgrade (or the assign, as the case may be) shall pay all the filing costs and
administrative fees (other than hearing fees) of the alternative dispute resolution forum selected. If you elect arbitration, filing costs and administrative fees (other
than hearing fees) shall be paid in accordance with the rules of the alternative dispute resolution forum selected, or in accordance with countervailing applicable law if
contrary to the rules of the alternative dispute resolution forum selected. Bank or Upgrade (or the assign, as the case may be) shall pay the hearing fees of the
alternative dispute resolution forum selected for one full day of arbitration hearings. Fees for hearings that exceed one day will be paid by the party requesting the
hearing, unless the rules of the alternative dispute resolution forum selected or applicable law require otherwise, or you request that Bank or Upgrade (or the assign)
pay them and Bank or Upgrade agrees (or the assign agrees) to do so in writing. Each party to the arbitration shall bear the expense of its own attorneys' fees, except
as otherwise provided by applicable law. If a contract or statute gives you the right to recover any of these fees, these contractual or statutory rights shall apply in the
arbitration notwithstanding anything to the contrary herein.

(e) Within 30 days of a final award by the arbitrator, any party to the arbitration may appeal the award for reconsideration by a three-arbitrator panel selected
according to the rules of the alternative dispute resolution forum selected. In the event of such an appeal, any opposing party may cross-appeal within 30 days after
notice of the appeal. The panel will reconsider de novo all aspects of the initial award that are appealed. Costs and conduct of any appeal shall be governed by this
Arbitration Provision and the rules of the alternative dispute resolution forum selected, in the same way as the initial arbitration proceeding. Any award by the
individual arbitrator that is not subject to appeal, and any panel award on appeal, shall be final and binding, except for any appeal right under the Federal Arbitration
Act (the “FAA”) or similar state law, and may be entered as a judgment in any court of competent jurisdiction.

(f) We agree not to invoke our right to arbitrate an individual Claim you may bring in Small Claims Court or a court of similar jurisdictional and/or damage
limitation, if any, so long as the Claim is pending only in that court. NO ARBITRATION SHALL PROCEED ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS
(INCLUDING AS PRIVATE ATTORNEY GENERAL ON BEHALF OF OTHERS), EVEN IF THE CLAIM OR CLAIMS THAT ARE THE SUBJECT OF THE ARBITRATION HAD
PREVIOUSLY BEEN ASSERTED (OR COULD HAVE BEEN ASSERTED) IN A COURT AS PUTATIVE OR APPOINTED CLASS REPRESENTATIVE, OR COLLECTIVE ACTIONS IN A
COURT. Unless consented to in writing by all parties to the arbitration, no party to the arbitration may join, consolidate, or otherwise bring claims for or on behalf of
two or more individuals or unrelated corporate entities in the same arbitration unless those persons are parties to a single transaction. Unless consented to in writing
by all parties to the arbitration, an award in arbitration shall determine the rights and obligations of the named parties only, and only with respect to the claims in
arbitration, and shall not (i) determine the rights, obligations, or interests of anyone other than a named party, or resolve any Claim of anyone other than a named
party; nor (ii) make an award for the benefit of, or against, anyone other than a named party. No administrator of the alternative dispute resolution forum selected or
arbitrator shall have the power or authority to waive, modify, or fail to enforce this paragraph (f) and any attempt to do so, whether by rule, policy, arbitration decision
or otherwise, shall be invalid and unenforceable. Any challenge to the validity of this paragraph (f) shall be determined exclusively by a court and not by the
administrator of the alternative dispute resolution forum selected or any arbitrator.

(g) This Arbitration Provision is made pursuant to a transaction involving interstate commerce and shall be governed by and enforceable under the FAA. The
arbitrator will apply substantive law consistent with the FAA and applicable statutes of limitations. The arbitrator may award damages or other types of relief permitted
b y applicable substantive law, subject to the limitations set forth in this Arbitration Provision. The arbitrator will not be bound by judicial rules of procedure and
evidence that would apply in a court. The arbitrator shall take steps to reasonably protect confidential information.

(h) This Arbitration Provision shall survive (i) suspension, termination, revocation, closure, or amendments to this Agreement and the relationship of the parties
and/or assignee; (ii) the bankruptcy, insolvency or receivership of any party or other person; and (iii) any transfer of any loan or this Agreement to any other person or
entity. If any portion of this Arbitration Provision is deemed invalid or unenforceable, the remaining portions of this Arbitration Provision shall nevertheless remain valid
and in full force and effect. If an arbitration is brought on a class, representative, or collective basis, and the limitations on such proceedings in paragraph (f) are finally
adjudicated pursuant to the last sentence of paragraph (f) to be unenforceable, then no arbitration shall be had or have any effect. In no event shall any invalidation
be deemed to authorize an arbitrator to determine Claims or make awards beyond those authorized in this Arbitration Provision. THE PARTIES ACKNOWLEDGE THAT IF
ALLOWED BY APPLICABLE LAW THEY MAY HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY
PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE ANY RIGHTS TO LITIGATE
SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

52. Contact Information for Customer Service. For customer service, you may contact Upgrade by email at support@upgrade.com, by phone at 1-844-558-5687, in the

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 App, or in writing at 275 Battery Street, Suite 2300, San Francisco, California 94111.

This Card is issued by Cross River Bank, Member FDIC, pursuant to a license from Visa® U.S.A. Inc.

Visa® is a registered trademark of Visa® Incorporated. All other trademarks and service marks belong to their respective owners.

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Original Document hash: M5XOMj8RKiIbr82ehnvuuW3oawSCYXvGhGgxamEU5U8=

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