5819 Highway 6 South, Suite 255 * Missouri City, Texas 77459 * 832-539-6000 * www.exectras.com

Member Information

Business Name: ___________________________________________________________________________________________________________

Business Address: _______________________________________________ City: ______________________ State: _______ Zip: ______________

Business Phone: ________________________________________ Business Fax: _____________________________________________________

Contact Name: _________________________________________ Contact Email: _____________________________________________________

Membership Type

Total # of Employees Monthly Fee Annual Fee* STANDARD MEMBERSHIP: 1-10 Employees $ 99.95 $1,139.43 11-20 Employees $ 149.95 $1,709.43

21-35 Employees $ 199.95 $2,279.43 36-50 Employees $ 249.95 $2,849.43

CUSTOM MEMBERSHIP: Total Employees** ____________ $__________ $__________ Agreement Term: 12 Months (the “Agreement Term”) from the “Commencement Date”; or as long as any “Business Performance Service” or “Employee Benefits Service” (see below) is being utilized. *Annual membership qualifies for a 5% discount. **Custom membership enrollment is used for 51-249 employees enrolled. Under custom membership enrollment, the member’s monthly fee is billed according to the number of employees, up to 50 employees’ total. The membership fee is $3.00 per additional employee, per month, for all employees over 50, but less than 250. For 250+ employees a quote is required.

MEMBERSHIP SUMMARY

“BUSINESS PERFORMANCE SERVICES” AVAILABLE WITH YOUR MEMBERSHIP:

Merchant services – Eliminate excess processor fees and get merchant processing at true interchange costs.

PEO - Build more attractive compensation with Fortune 500-level employee benefits, 401(k) and much more.

Payroll services - Outsource all your payroll headaches with easy three-step processing, plus free setup and support.

BizCash loans - Get much-needed capital to grow your business, open a new location, invest in technology and more.

Cyber & privacy liability – Keep sensitive client, employee and company data secure so your business stays protected.

Cyber & medical billing E&O – Modular coverage designed to protect your healthcare practice against medical billing errors and omissions, network security breaches, HIPAA violations and other critical privacy-related exposures.

Professional liability – Gain professional peace of mind with coverage for lawsuits arising from negligence, financial harm or malpractice.

Compliancy shield – Cost-effective, cloud-based compliance support that allows you to satisfy the entire set of HIPAA, HITECH (Meaningful Use) and Omnibus regulations.

“EMPLOYEE BENEFITS SERVICES” AVAILABLE WITH YOUR MEMBERSHIP:

Voluntary Benefits – Help employees offset expenses with a custom benefits portfolio.

“PERKS FOR EMPLOYEES” INCLUDED WITH YOUR MEMBERSHIP:

College scholarship program - Make it easier to start saving for college for your family members and the family members of your employees.

Auto and home insurance - Save hundreds of dollars each year on home, auto and renter’s insurance from a leading national provider.

Discount prescription program - Offset prescription expenses with exclusive discounts for you, your employees, your family members, and even your pets.

Physical wellness program - Connect your employees with the healthy lifestyle they deserve with nutrition and wellness solutions. CCOOMMIINNGG SSOOOONN!!

Financial literacy program – Educates employees on financial health, credit management, student loans, investing and more. CCOOMMIINNGG SSOOOONN!! Interest-free credit lines – Helps employees plan, manage and respond to life events without any added financial stress. CCOOMMIINNGG SSOOOONN!!

Payment Method

EFT (ACH): Bank Name _________________________________________ Routing # ____________________ Acct #________________________

INCLUDE A COPY OF A VOIDED CHECK FOR ACH VERIFICATION

BY SIGNING BELOW, I ACKNOWLEDGE THAT I HAVE READ THE ENTIRE DOCUMENT FOR THIS PROGRAM, INCLUDING THE “TERMS AND CONDITIONS” AND THAT ALL BLANK TERMS WERE FILLED IN AT THE TIME OF SIGNING, THAT I HAVE BEEN GIVEN A COPY OR AN OPPORTUNITY TO MAKE A COPY OF THIS AGREEMENT AND THAT I AGREE TO BE BOUND BY ALL THE TERMS OF THIS GUARANTY AND AGREEMENT.

Guarantor’s Name: ___________________________________ Guarantor’s Acceptance: ___________________________________________

Guarantor’s Email: ___________________________________ Date: _____________________

Membership Agreement

5819 Highway 6 South, Suite 255 * Missouri City, Texas 77459 * 832-539-6000 * www.exectras.com

Terms and Conditions 1. MEMBERSHIP. By signing this Agreement, you agree to participate in the Exectras Membership Program as described below (the “Membership”). The pricing and benefits you receive under the Membership will

not change unless you increase employee count, fail to timely pay amounts due under the Membership, or we incur additional costs from third parties. Take your time and carefully read this entire Membership so that you fully understand its terms and conditions. Please feel free to contact us with any questions you may have. We use the words “you” and “your” to mean the Member and Guarantor listed above, and the words “we,” “us,” and “our” to refer to Exectras listed above. The term Exectras shall include its designees, servicing agents, successors and assigns. Please note that several Business Performance Services may require a separate Service Addendum Agreement and additional fees may apply.

2. AUTHORIZATION FOR AUTOMATIC WITHDRAWAL OF PAYMENTS. You authorize us to automatically withdraw all Membership payments for all selected Membership Services and/or Benefits and any

other amounts due to us, including any loss we incur associated with your merchant services account, or otherwise payable by you under this Membership, by initiating debit entries to your bank account on file. You understand and agree that your Membership Fee will change according to your employee count. In the event of a default of your obligations hereunder, you authorize us to debit your bank account for the full amount provided for under this Membership without any notice. Your obligation to pay any amounts provided for under this Membership and your authorization to debit your bank account shall survive the expiration or termination of this Membership and shall continue as long as you use any Business Performance Service or Employee Benefits Service and is irrevocable until all amounts you owe us have been paid. If we are unable to collect all amounts due to us from debits to your bank account, you agree to pay us all such amounts upon demand.

3. NO CANCELLATION. You cannot cancel this Membership during the Membership Term for any reason. You also agree the Membership Term is always 12 months from the date you begin using any Business

Performance Service or Employee Benefits Service. You further agree that as long as you use any Business Performance Service or Employee Benefits Service, you are obligated to continue to pay the Membership Fee. You do not have a free trial period. Your obligation to make the monthly Membership Fee payments is absolute, unconditional and irrevocable and is not subject to any offset, deduction, defense or counterclaim.

4. MEMBERSHIP COMMENCEMENT; RECEIPT AND ACCEPTANCE. The Membership shall commence on the date that we accept and execute the Membership (“Commencement Date”) and shall continue

until your obligations under the Membership Agreement are fully satisfied. Your monthly payments are due on the same day of each month following the Commencement Date. Your Commencement Date may change

per the “Term of Agreement” as noted above. An annual documentation fee (annual employee census / scholarship investment match) of $199.95 is due immediately on the Commencement Date and upon each annual

anniversary of said date of this Membership. You acknowledge your receipt and acceptance of the Membership documents.

5. ASSIGNMENT. We may assign or transfer this Membership or our interest in the Membership without notice to you. You shall not assign or transfer this Membership or your interests in the Membership without our

prior written consent

6. EVENT OF DEFAULT; REMEDIES; CLAIMS. If any one of the following events (each a “Default”) shall occur, then to the extent permitted by applicable law, we shall have the right to exercise any one or more

of the remedies set forth below if: (i) you fail to pay any Membership payment or any other payment hereunder when due; or (ii) you fail to perform or comply with any of the terms, covenants, or conditions of this Membership. If a Default occurs, we may exercise any right or remedy available at law or in equity, including cancelling this Membership and declaring immediately due and payable and recovering from you, by legal action or otherwise, an aggregate amount equal to (a) all accrued, unpaid and future monthly Membership payments scheduled to come due under this Membership during the Membership Term, (b) a one-time fee of $395.00 for processing of your cancellation documents, (c) all other amounts due under this Membership, (d) interest at the rate of eighteen percent (18%) per annum on all unpaid amounts until paid (but only to the extent permitted by law), and (e) our collection costs and reasonable attorneys’ fees, which you and we agree shall be no less than twenty-five percent (25%) of the total amount of the claim. All rights and remedies set forth above are cumulative and may be enforced concurrently. You and we acknowledge the difficulty in establishing a value for the unexpired Membership Term and owing to such difficulty agree that the provisions of this section represent an agreed measure of damages and are not to be deemed a forfeiture or penalty. Any delay or failure to enforce our rights hereunder will not prevent us from enforcing any r ights at a later time. In addition to the foregoing, if you assert any claim, action, proceeding, counterclaim or lawsuit against us, and we are successful in defending such claim, you agree to pay us our reasonable attorneys’ fees and court costs in connection with defense of such claim. If we agree to a settlement, before litigation, you agree to pay us our reasonable attorneys’ fees or arbitration costs in connection with defense of this Agreement.

7. END OF MEMBERSHIP TERM OPTIONS. At the expiration of the Membership Term, provided that you are not in Default, the Membership shall automatically renew for additional 12 month periods unless you

notify us in writing within thirty (30) days prior to the expiration of the Membership Term or automatic renewal period that you wish to cancel the Membership. You agree and understand that this is a fair automatic renewal term given all the special Membership pricing and benefits you are receiving. By exercising a cancellation of this Membership you also agree that Exectras can increase any of the fees or costs on any and all additional Membership Services and/or Benefits you may be using, including but not limited to: Payroll Processing / Insurance Products / Merchant Processing / Check Guarantee / PEO and any other Membership Services and/or Benefits not mentioned but being used. This increase will be in effect immediately, and you agree that we may initiate an automatic debit entry to your bank account, to cover this increase. You agree to pay this increase as long as you continue to use any Service and/or Benefit of any partner of Exectras. You agree the minimum increase to the fees or costs is $3.00, (per employee per month) and the maximum increase is $25.00 (per employee per month), as determined by us, based on which service or benefits you are using. A written notice of the increase will be provided. You agree that this increase is fair given the substantial pricing and benefits you continue to receive from utilizing our partner’s services and benefits.

8. LATE PAYMENTS; COLLECTION COSTS. Whenever you do not make any payment in full when due under this Membership, you agree to pay us, in addition to any of the other remedies provided in this

Membership, a late fee in an amount equal to eighteen percent (18%) of the full payment, but only to the extent allowed by law. Late fees shall be applied to each unpaid amount due under this Membership until such time, if any, that we declare all amounts immediately due and payable in accordance with section 6. You will also pay us a processing charge of $20.00 for each returned check, each rejected ACH debit, or each returned credit card charge plus all other reasonable collection costs we incur. Payments may first be applied to late fees and processing charges and then to Membership obligations.

9. GOVERNING LAW; CHOICE OF FORUM; WAIVER OF JURY TRIAL; LIMITATION ON ACTION. You and we agree that our acceptance and execution of the Membership at our executive office in the

City of Missouri City and State of Texas shall be the final act necessary for the formation of this Membership. This Membership, and any and all actions, proceedings, and matters in dispute between you and us, whether arising from or relating to the Membership itself, or arising from alleged extra-contractual facts prior to, during, or subsequent to the Membership (all collectively referred to hereafter as a "Dispute"), shall be governed by the laws of the State of Texas, without regard to the conflict of law, rules or principles thereof. All Disputes shall be instituted and prosecuted exclusively in the federal or state courts located in the State of Texas and County of Fort Bend notwithstanding that other courts may have jurisdiction over the parties and the subject matter. YOU AND WE WAIVE, INSOFAR AS PERMITTED BY LAW, TRIAL BY JURY IN ANY DISPUTE. We may properly serve you with legal process for any Dispute via certified mail by mailing same to your Mailing Address or to your current or last known address at the time of suit. Any cause of action you may have relating to a Dispute must be commenced within one year from the accrual of that cause of action.

10. SEVERABILITY. We and you intend this Membership Agreement to be a valid and subsisting legal instrument, and agree that any provision of this Membership Agreement which may be deemed unenforceable

shall be modified to the extent necessary to render it enforceable and shall in no way invalidate any other provision or provisions of this Membership Agreement, all of which shall remain in full force and effect. No delay by us in enforcing any rights under this Membership Agreement shall be interpreted as a waiver of such rights, and any payment obligation set forth in this Membership Agreement shall survive the expiration or termination of the Membership Agreement. The section headings contained in this Membership Agreement are for convenience and easy reference only and shall not in any way affect the meaning or construction of any provision of this Membership Agreement.

11. NO AGENCY; ENTIRE AND FINAL AGREEMENT. You understand and agree that Exectras is an entirely separate and independent company from any authorized vendor partners such as Liberty Mutual,

Paychex, Oasis, and FAPS or any other parties hereto not mentioned. Any arrangement you have or are contemplating making for a payroll processing account, insurance product, PEO or other service is entirely independent of this Membership or to your obligations hereunder. This Membership Agreement contains the entire and final expression of the agreement between you and us, and may not be waived, altered, modified, revoked or rescinded except by a writing signed by one of our executive officers. All prior and/or contemporaneous oral and written representations are merged herein. No attempt at oral modification or rescission or termination of this Membership Agreement or any term thereof will be binding upon the parties.

PERSONAL GUARANTY To induce Exectras to enter into this Agreement and knowing that Exectras is relying on this guaranty as a precondition to entering into this Agreement, I, the undersigned ("Guarantor"), individually, absolutely and unconditionally guaranty to Exectras the prompt payment when due of all of Member’s obligations to Exectras under the Membership irrespective of any other circumstance which might otherwise constitute a defense to this guaranty. Exectras shall not be required to proceed against Member or enforce any other remedy before proceeding against me. I agree to pay all reasonable attorneys' fees and other expenses Exectras incurs in enforcing this guaranty and Membership. I consent to any extension or modification granted to Exectras, and the reprogram and/or compromise of any obligation of Exectras or any other obligors and guarantors shall not in any way reprogram me from my obligations under this guaranty. This is a continuing guaranty and shall bind my heirs, successors and assigns, and may be enforced by or for the benefit of any assignee or successor of Exectras. This guaranty and any and all matters in dispute between me and Exectras whether arising from or relating to the guaranty itself, or arising from alleged matters occurring prior to, during, or subsequent to the execution of the guaranty ("Dispute"), shall be governed by the laws of the State of Texas. All Disputes relating to this guaranty shall be litigated exclusively in the federal or state courts located in the State of Texas and County of Fort Bend notwithstanding that other courts may have jurisdiction over the parties and the subject matter, and I freely consent to the jurisdiction of such courts, including without limitation, the Civil Court of the City of Missouri City. Exectras may properly serve me with legal process via certified mail by mailing same to my address set forth herein or to my current or last known address at the time of suit. I WAIVE, INSOFAR AS PERMITTED BY LAW, TRIAL BY JURY IN ANY LITIGATION ARISING FROM OR IN ANY WAY RELATING TO THIS PROGRAM OR GUARANTY. I agree not to pursue a claim against Exectras or its assigns as part of a class action or other representative action, to the extent permitted by applicable law. I expressly authorize Exectras or its servicing agents or assigns continuing authority to obtain one or more investigative and other credit reports from a credit bureau or credit reporting agency and to conduct one or more credit checks concerning my credit history, and acknowledge that Exectras may furnish information relating to this Membership and guaranty to one or more credit reporting agencies. Disputes or inaccuracies regarding information Member furnishes to a credit reporting agency shall be sent to Member at its address listed above. Upon your written request, we will inform you whether or not a credit report was requested, and if such report was requested, of the name and address of the consumer reporting agency that furnished the report.

Guarantor’s INITIALS: ____________