This AGENT AGREEMENT (the “Agreement”) is made by and between Vertical Alternatives Solutions, LLC (“Vertical Alternatives” or the “Company”) and the undersigned individual or entity (the “Agent”) on the date set forth on the signature page of this Agreement (the “Effective Date”). Company and Agent may each be referred to in this Agreement as a “Party” or collectively as the “Parties.” The Parties agree that Agent shall assist Vertical Alternatives with marketing its goods and services and Agent wishes to undertake certain responsibilities for meeting those goods and services. ARTICLE A - Obligations of Company A1. Company provides merchant services for payment processing solutions (hereinafter referred to as "Products"). A2. The Agent cultivates relationships with merchants for the purpose of establishing, on behalf of those merchants, merchant accounts and third-party processing solutions. A3. Company and the Agent wish to enter into a mutually beneficial business relationship whereby: A3a. The Agent shall periodically refer to Company merchants with whom the Agent has developed business relationships (“Merchant Referrals”) such that it may assist merchants in obtaining merchant account services and other payment processing services by means of its non-exclusive relationship with Company; A3b. Company shall compensate the Agent in the form of earned commissions resulting from revenue produced by the Agent’s Merchant Referrals. ARTICLE B - Obligations of Agent B1. On a non-exclusive basis, the Agent shall market Company’s services to prospective merchants to develop and establish relationships with said merchants and introduce them to Company with a view to facilitating said merchants’ engagement with Company and becoming new Merchant Referrals. B2. The Agent must have a required minimum of one new client submitted, successfully approved, and boarded per quarter (three calendar months) in order to not interrupt their ongoing commission payments. The Agent shall have one period of an additional 30 calendar days annually to have a client be submitted, successfully approved, and boarded in order to prevent interruption to their ongoing commissions (the “Grace Period”). The ongoing commissions that are exempt from this clause are any Vested Earnings. B3. The Agent shall adhere to all applicable laws and regulations. B4. The Agent shall adhere to all Visa and MasterCard Operating Regulations, as set forth in language referenced on their respective websites. ● https://usa.visa.com/dam/VCOM/download/about-visa/visa-rules-public.pdf ● https://www.mastercard.us/content/dam/mccom/global/documents/mastercard-rules ARTICLE C - Commissions Company shall pay the Agent a commission based on the conditions set forth in the commission structure (“the Commission Structure”) set forth herein and in that certain Sales Compensation Letter, incorporated by reference herein. C1. Commission payments will begin once the Agent has referred one (1) Merchant Referral. C2. Company will furnish the Agent with a Statement of Commission due for all business transmitted by the Agent within thirty (30) days, upon written request. C3. Commissions to which the Agent shall be entitled in accordance therewith, shall be settled and transmitted to the Agent according to the Commission Structure. C4. The Agent shall have no right to commissions for Products on which the Merchant Referral has not (collectively“Disqualifying Events): C4a. Been successfully approved, boarded and processed payments for a full calendar month, C4b. Completed payment that Company has actually received, C4c. For Merchant Referrals which are subject to a third-party lien, withholding or other obligation, C4d. For any payments which are being held by Company or a third party for concerns relating to security, fraud, billing, illegal activity or excessive chargeback risk, or C4e. For any terminated or inactive Merchant Referrals. C5. The Agent shall be entitled to commissions from Merchant Referral account on an ongoing basis, subject to any Disqualifying Events and subject to Article 2 Clause 2. C6. In the event that Company sells or otherwise transfers the right to future commissions to a third party, Company shall compensate Agent on terms equivalent to those secured on Company’s behalf. C7. In the event that the Merchant Referral account is terminated or the Acquiring Bank/PSP partner, or for whatever reason, fails to remit payment to Company either partially or in full, commission payouts to the Agent will be adjusted or discontinued accordingly. C8. Commission Revenue Share is calculated on Company’s net revenue as actually received free of any lien or obligation to hold by Company from a Merchant Referral, subject to any costs, penalties, fees, fines, risk review, offsets or withholdings incurred associated with Merchant Referral or Agent. C9. Commission One-Time are one-time payments subject to meeting the criteria outlined in the Commission Structure as solely and exclusively interpreted by the Company. C10. Commission payouts are initiated on the 25th day of the month following the first full calendar month of processing volume and every month thereafter. C11. The minimum amount to be remitted is $150.00 per ACH transfer. If Agent’s turnover is less than $150.00, the payout will be remitted the month when the minimum turnover has been reached. C12. All disputes or adjustment requests by Agent to Company are valid for 30 calendar days after date of deposit and void thereafter. C13. In order for an Agent to have ongoing commissions that are locked in and that are not subject to Article B Clause 2 (the “Vested Earnings”), the Agent must have done the following: C13a. Have clients that you have successfully approved, boarded and processed payments processed payments of at least one million ($1,000,000) dollars collectively to have 25% Vested Earnings; C13b. Have clients that you have successfully approved, boarded and processed payments processed payments of at least two and a half million ($2,500,000) dollars collectively to have 50% Vested Earnings; C13c. Have clients that you have successfully approved, boarded and processed payments processed payments of at least five million ($5,000,000) dollars collectively to have 75% Vested Earnings; C13d. Have clients that you have successfully approved, boarded and processed payments processed payments of at least ten million ($10,000,000) dollars collectively to have 100% Vested Earnings; ARTICLE D - No Authority of Agent To Collect Credit Card Monies D1. The Agent shall not be entitled to collect credit card monies from Company’s customers, unless Company has granted such authority in writing to the Agent specifically referencing the particular Merchant Referral in question. ARTICLE E - Duration E1. The Agreement shall remain in effect for a period of twelve (12) consecutive months. Upon conclusion of said 12-month period, the relationship shall automatically renew for an additional twelve months, and renew every twelve months thereafter. E2. The Agreement shall take effect upon Company countersignature. ARTICLE F - Termination of Agreement F1. Either party may terminate the Agreement by giving sixty (60) days written notice. F2. In addition, Company, at its sole discretion, may terminate the Agreement immediately and without prior notice in the event the Agent is determined to be in breach of the Agreement. F3. The right of either party to terminate this Agreement in the event of a fundamental breach of contract shall not be impaired by the foregoing. F4. Article C shall survive any termination, and any commission or other payments owed Agent shall continue to be paid according to the terms of Article C. ARTICLE G - Non-Circumvention and Liquidated Damages G1. It is understood that by signing this agreement, Agent agrees to make no attempt to enter into any negotiations, contractual obligations or communications with any vendor, client or business contact of Company without the express written consent of Company wherein Company is a referring source to Recipient. If it appears that the Recipient has entered into a relationship with a vendor, client or business contact of Company in violation of this Agreement, the Recipient acknowledges and agrees that the Company shall be entitled to an injunction to restrain the Recipient from continuing said relationship, Liquidated Damages as defined in this section, and also recover any and all damages or losses either direct or indirect as a result of any such relationship. The Company shall not be prohibited by this provision from pursuing other remedies including but not limited to claims for losses and/or damages. G2. Provided Agent has violated a term of this Agreement, Company is entitled to rescind the contract, and seize as liquidated damages any unpaid current or future commissions relating to Merchant Referrals. Where Agent’s payment of liquidated damages cannot cover other direct or indirect losses of Company, it shall still compensate the losses beyond the liquidated damages. ARTICLE H - Miscellaneous H1. This Agreement shall be governed by United States law. H2. Place of jurisdiction shall be the business seat of Company. Company will inform the Agent of any change in the place of jurisdiction at least three months prior to that change occurring. H3. The offers of the Agent shall be orientated on the price suggestions of Company. H4. Any notices under this Agreement will be sent by certified or registered mail, return receipt requested, or by facsimile to the address or facsimile number to be specified by either party or such other address or facsimile number as the party specifies in writing. Such notice will be effective upon receipt. H5. Neither the rights nor the obligations arising under this Agreement are assignable or transferable by either party. Any such attempted assignment or transfer shall be void and without effect. However, either party may assign this Agreement to any successor entity upon transfer of all or substantially all of the assets of the original party to the successor entity. H6. This Agreement constitutes the entire agreement of the parties pertaining to the subject matter hereof and supersedes all prior and contemporaneous Agreements, representations, and understandings of the parties, written or oral. All modifications, alterations or amendments to this Agreement shall be binding upon the parties hereto provided that they have been signed by the parties hereto. H7. If any term or condition of this Agreement is null and void, or will become null and void, then all other terms and conditions shall remain in full force and effect. H8. The Agent shall assume no financial liability on accounts submitted to Company. By typing your name below and clicking I AGREE, you are acknowledging the above terms and conditions and understand that this agreement will be in full force and effective immediately.