Pay Over Time

This Step Pay Over Time Installment Loan Agreement (together with all Exhibits, amendments, supplements, or other future modifications (the “Agreement”) is made and executed between the Borrower identified in the Loan Disclosure (“Borrower”, “you”, “your”) and Evolve Bank & Trust, and its successors and assigns (“Lender”, “we”, “us”, “our”). By signing or electronically accepting this Agreement, you are agreeing to obtain extensions of credit as described in this Agreement and you agree to pay us the Indebtedness. Your use or activation of a Loan and any transaction using a Loan indicates your acceptance ofthe terms and conditions set forth in this Agreement. This Agreement includes, and incorporates by reference, the Step Installment Loan Disclosure (“Lending Disclosure”) which contains rates and fees that apply to your Loan.

PLEASE READ THIS AGREEMENT CAREFULLY AS IT CONTAINS A BINDING ARBITRATION AGREEMENT. IF YOU HAVE A DISPUTE ARISING OUT OF THIS AGREEMENT, WITH THE LENDER OR ANY SERVICER OF THIS LOAN, AND ARE NOT ABLE TO RESOLVE THE DISPUTE INFORMALLY, YOU AND WE AGREE THAT UPON DEMAND BY YOU, THE LENDER, OR ANY SERVICER, THE DISPUTE WILL BE RESOLVED THROUGH THE ARBITRATION PROCESS SET FORTH IN THE ARBITRATION AGREEMENT ATTACHED AS EXHIBIT B.     CHECK FOR DETAILS ON THE ARBITRATION AGREEMENT IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, OPT-OUT REQUIREMENTS, REMEDIES, AND OBLIGATIONS UNDER THIS AGREEMENT. YOU MUST OPT OUT PROMPTLY IF YOU REJECT THE ARBITRATION AGREEMENT. THIS AGREEMENT ALSO GIVES US THE RIGHT TO LIQUIDATE THE COLLATERAL IF YOU DEFAULT ON THE LOAN. PLEASE READ THE SECURITY AGREEMENT. THIS LOAN IS SECURED BY YOUR SECURED ACCOUNT YOU ESTABLISHED UNDER YOUR STEP ACCOUNT AGREEMENT WITH US AND, ANY STEP DEPOSIT ACCOUNT YOU HAVE WITH US. YOU CAN LOSE ALL OF THE MONEY AND ASSETS IN YOUR SECURED ACCOUNT AVAILABLE THROUGH THE STEP APP  IF YOU DO NOT COMPLY WITH THE TERMS OF THIS AGREEMENT. NOTICE TO BORROWER: 1. Do not sign this agreement before you read it. 2. You are entitled to a copy of this agreement. 3. You may prepay the unpaid balance at any time without penalty.

1. THE LOAN

a. General. In exchange for valuable consideration and your promise to repay, we will make to you the secured, closed-end loan under the terms and conditions set forth in this Agreement (the “Loan”). Our obligation to make the Loan under this Agreement is subject to the fulfillment to our satisfaction of all terms and conditions set forth in this Agreement.You authorize and direct us to disburse the Loan proceeds to your deposit account which is a restricted account used to secure your Step Card and Card Account (as those terms are defined under your Step Account Agreement) and any Loan hereunder ( the “Secured Account”).

b. Eligibility. To be eligible to obtain a Loan, you must (i) have entered into a Step Visa Card and Secured Account Agreement with us (the “Step Account Agreement”) and be the owner of a Step Account (as that term is defined in the Step Account Agreement); (ii)have a Step Account that is current and in good standing (your account must not be delinquent, overdrawn or otherwise past due); (iii) meet all of our eligibility and creditworthiness criteria; (and (iv) receive a minimum number and/or dollar volume of monthly direct deposits on a recurring basis. Eligibility criteria may change in our sole discretion, subject to applicable law. If you are eligible, we will present you with an opportunity to apply for and obtain the Loan. You must follow all of our instructions to complete the application for a Loan, accept this Agreement, and to receive the disbursement of the Loan proceeds in your Secured Account.

c. How it Works. Within fourteen (14) days after you make an eligible purchase of goods and services (“Purchase”) using your branded card associated with your Step Account (“Step Card”), you may use the Step mobile application (“Step App”) to request to obtain a Loan in the total amount of the eligible Purchase (including the purchase price of the goods, taxes, and shipping costs, but excluding any discounts, round ups, rewards, or portions of the purchase price that were paid for using a method other than the Step Card) (“Purchase Price”). If you are eligible and have been offered the ability to apply for a Loan, we will disburse the proceeds of the Loan in cash (less any applicable fees) to your Secured Account. This is a cash loan and is not a point of sale loan to finance your Purchase. Your Purchase was made using your Step Card. You remain obligated to pay for the Purchase you made on the Step Card, as set forth in your Step Account Agreement. If you return, cancel or dispute your Purchase it will not cancel your Loan and you will still be required to make all Payments and fill all of your obligations under this Agreement. If you have authorized any payments from your Secured Account, including any payments to us in connection with your Step Card, and other amounts you owe us under this Agreement and your Step Account Agreement, all cash deposited in your Secured Account, including the proceeds of a Loan, could be debited from your Secured Account. The establishment use and access to your Step Card, Card Account and Secured Account is governed by the terms and conditions of your Step Account Agreement.

d. Your Step Account Agreement. In the event of a conflict between this Agreement and your Step Account Agreement, this Agreement will control with respect to the Loan.

2. PROMISE TO PAY

You promise to pay us all principal, interest, costs, expenses, and other indebtedness for which you are or become responsible for under this Agreement (“Indebtedness”). You promise to make each required payment (“Payment”) by the due date shown in the Payment Schedule of the Lending Disclosure (each, a “Due Date”). On the final Due Date, you must pay the total remaining Indebtedness in full.

3. INTEREST AND FEES

The Loan does not bear interest. You will be charged a fee of $0.20 per installment for loan amounts between $25 and $45, $0.40 per installment for loan amounts between $45.01 and $85, $0.75 per installment for loan amounts between $85.01 and $170 and $1.50 for loan amounts between $170.01 and $340, and $3.00 for loan amounts between $340.01 and $500. Each per-installment fee which will be incurred and due on the Due Date of each Payment.

Loan Amount

Loan Amount

Installments

Installments

Fees

Fees

APRs are...

APRs are...

Lower Limit

Upper Limit

# Installments

Days Between Installments

Step Fee per Installment

Total Step Fees

For the lower limit...

For the upper limit

$25

$45

3

14

$0.20

$0.60

31.3

17.4

$45.01

$85

3

14

$0.40

$1.20

34.8

18.4

$85.01

$170

3

14

$0.75

$2.25

34.5

17.3

$170.01

$340

3

14

$1.50

$4.50

34.5

17I .3

$340.01

$500

3

14

$3.00

$9.00

34.5

23.5

4. PAYMENT METHODS

You may make any Payment owed under this Agreement using one of the following payment methods we support:

  • Autopay: You may authorize us to automatically debit or otherwise withdraw Payments from your Secured Account.

  • One-Time ACH or Debit Card Payment: You may authorize a one-time payment to debit or otherwise withdraw Payments from your Secured Account.

  • One-Time ACH or Debit Card Payment from an External Linked Account: We may permit you now or in the future, in our sole discretion, to make a payment from a demand deposit account held by a U.S. depository institution that you own (other than the Secured Account) and are authorized to use to make each Payment under this Agreement (“External Linked Account”).

We may change or add Payment methods we accept at any time in our sole discretion. All Payments must be made in U.S. Dollars. When you make a payment from an External Linked Account or through an ACH or debit card payment from an External Linked Account the funds from your External Linked Account will be first deposited in your Secured Account prior to being applied to any Payment owed under this Agreement. To the extent your Secured Account has a negative balance at the time of deposit from your External Linked Account, the funds deposited from your External Linked Account will first be applied against the negative balance and any funds that remain after your Secured Account reaches zero (i.e., a non-negative) value will be applied against your Payment owed under this Agreement.

5. AUTOMATIC PAYMENT AUTHORIZATION

By electing to make payments using AutoPay, you authorize us to automatically debit from your Secured Account or External Linked Account the amount of each Payment on or after the applicable Due Date as shown in your Payment Schedule. If a debit transaction is rejected for any reason, we may attempt to debit your Secured Account or External Linked Account at least 2 additional times, unless prohibited by law or payment network rules. You may revoke this payment authorization by notifying us at least 3 Business Days before your next scheduled Due Date. Your revocation of this payment authorization does not affect your obligation to make all Payments you owe us under this Agreement.

6. PREPAYMENT

You may pay without penalty all or a portion of the Indebtedness before it is due. Early Payments will not relieve you of your obligation to continue to make Payments pursuant to the Payment Schedule. However, it may result in you making fewer Payments or a smaller final Payment. If you prepay, you will not be entitled to a refund of the Finance Charge.

7. APPLICATION OF PAYMENTS

Unless otherwise agreed or required by applicable law, Payments will be applied first to any accrued unpaid fees (other than late fees); then to the principal balance; then to any late fees; and then to any unpaid collection costs and other amounts you owe us under this Agreement.

8. NON-CONFORMING PAYMENTS

We may reject any Payment you attempt to make that does not conform with our instructions. Our acceptance of a partial payment does not impact your obligation to make each Payment in full by the applicable Due Date. You agree not to send us Payments marked “paid in full”, “without recourse”, or similar language. If you send such a Payment, we may accept it without being bound by such marks.

9. MILITARY LENDING ACT

Federal law provides important protections to members of the Armed Forces and their dependents relating to extensions of consumer credit. In general, the cost of consumer credit to a member of the Armed Forces and his or her dependent may not exceed an annual percentage rate of 36 percent. This rate must include, as applicable to the credit transaction or account: The costs associated with credit insurance premiums; fees for ancillary products sold in connection with the credit transaction; any application fee charged (other than certain application fees for specified credit transactions or accounts); and any participation fee charged (other than certain participation fees for a credit card account). This disclosure can also be found by dialing our toll-free number 1-888-927-3063.

10. REPRESENTATIONS, WARRANTIES, AND COVENANTS

As of the date of this Agreement and each time we disburse Loan proceeds into your Secured Account, and at all times until all Indebtedness has been paid to us in full, you represent, warrant, and covenant to us as follows:

a. Authority to Enter into Agreement; Authorization. You have full power, capacity and authority to enter into, deliver, and perform all of your obligations under this Agreement.

b. Prohibited Use of Funds. You agree that you will not use funds from this Pay Over Time loan to purchase any securities, stocks, cryptocurrencies, or similar investment products offered through the Step App.

c. Legal Effect. This Agreement is binding and legally enforceable upon you, as well as upon your successors, representatives, and assigns, in accordance with the terms of this Agreement.

d. No Event of Default. There will not exist at the time of disbursement of the Loan proceeds a condition which would constitute an Event of Default.

e. Other Agreements. You will comply with all terms and conditions of all other agreements you have with us.

f. Compliance with Laws. Loan proceeds will be used only for lawful purposes. You are not a target of any economic or trade sanctions issued or administered by any governmental body, laws, ordinances, and regulations.

11. SERVICING

We or a third-party servicer provider of our choosing may service the Loan (each, a “Servicer”). You and we agree that Servicer may service or initiate collection or enforcement of this Agreement on our behalf.

12. PAST DUE STATUS

Failure to make any Payment by the due date plus any grace period we offer you will result in delinquency on your Loan (“Past Due Status”). If your Loan is in Past Due Status, you will no longer be eligible for additional Pay Over Time products.

13. DEFAULT

Each of the following will constitute an Event of Default under this Agreement: (a) Your account remains in Past Due Status for a period of 90 days or more; (b)you fail to comply with or to perform any other term, obligation, covenant, or condition contained in this Agreement, the Security Agreement, your Step Account Agreement, or any other agreement between you and us; (c)any warranty, representation, or statement made or furnished to us by you or on your behalf in connection with the Loan or under this Agreement is false or misleading in any material respect, either now or at the time made or furnished or becomes false or misleading at any time thereafter; and (d) a material adverse change occurs in the value of any Collateral or our interest in the Collateral securing the Loan. A “material adverse change” includes any event or change to the value of the Collateral which results in a loan-to-value ratio that is greater than the ratio required in the Security Agreement.

14. EFFECT OF AN EVENT OF DEFAULT

Upon any Event of Default, unless prohibited by applicable law, we may (a) terminate this Agreement and close or restrict access or use of any Loan proceeds disbursed to your Secured Account under this Agreement; (b) declare the entire Indebtedness immediately due and payable; (c) exercise our Security Interest in the Collateral, liquidate the Collateral, and apply the proceeds of the Collateral to any outstanding obligations of Borrower under this Agreement; (d) report a negative credit report to applicable credit reporting agencies; and/or (e) refer the Loan to a collection agency or an attorney for collection. In addition to the rights and remedies we have under this Agreement, we will have all the rights and remedies available at law, in equity, or otherwise. Except as may be prohibited by applicable law, all of our rights and remedies will be cumulative and may be exercised singularly or concurrently. Our election to pursue any remedy will not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Borrower will not affect our right to declare a default and to exercise our rights and remedies.

15. REPAYMENT AFTER ACCOUNT CLOSURE

If your account has been closed following an Event of Default, you may still contact us at safety@step.com to repay your outstanding Pay Over Time balance, and we will consequently report the payment as received to the applicable credit reporting agencies (if we had previously submitted a negative credit report).

16. SECURITY INTEREST

For valuable consideration, you assign and grant to us a Security Interest in the Collateral to secure the Indebtedness under this Agreement in accordance with the “Security Agreement” in Exhibit A of this Agreement, sharing the same date as of the date that you sign this Agreement (“Loan Date”), and executed between Borrower and Lender, together with all modifications thereof and substitutions therefor, and you agree that, in addition, we retain all other rights we may have by law.

17. WAIVERS AND MISCELLANEOUS PROVISIONS

The following miscellaneous provisions are a part of this Agreement:

a. Complete Agreement and Amendments. This Agreement constitutes the entire understanding and agreement of the parties as to the matters set forth in this Agreement and supersedes any prior agreements or understandings between the parties. No alteration of or amendment to this Agreement will be effective unless given in writing and signed by the party or parties sought to be charged or bound by the alteration or amendment.

b. Caption Headings. Caption headings in this Agreement are for convenience purposes only and are not to be used to interpret or define the provisions of this Agreement.

c. Waiver of Defenses. We do not have to give, and you waive any right you may otherwise have to receive a notice demanding payment of all amounts due (“presentment”), a notice that amounts due have not been paid (“notice of dishonor”), or an official certification of nonpayment (“protest”).

d. Consent to Loan Sale and Participation. You consent to our sale or transfer of this Loan, or one or more participation interests in the Loan, to one or more purchasers. We may provide to any one or more purchasers or potential purchasers any information or knowledge we may have about you or about any matter relating to the Loan, subject to applicable law. We will notify you of any such sale or transfer if required by applicable law. You agree that the purchasers of any such Loan or participation interests will be considered the absolute owners of such interests in the Loan and will have all the rights granted under agreements governing the sale of such Loan or participation interests.

e. Notice. Any holder of this consumer credit contract is subject to all claims and defenses which the debtor could assert against the seller of goods or services obtained pursuant hereto or with the proceeds hereof. Recovery hereunder by the debtor shall not exceed amounts paid by the debtor hereunder.

f. No Waiver by Lender. If we fail or delay to exercise any right, that does not mean that we waive that right or any other right, and we may still enforce all of our rights in the future.

g. Governing Law. This Agreement and all rights, obligations, and claims relating to it shall be governed by and construed in accordance with federal law and the laws of the State of Tennessee without regard to its conflicts of laws principles.

h. Notices. All notices to us concerning this Agreement must be sent to our Servicer’s address in the Loan Disclosure to this Agreement. You agree to immediately notify us of any changes to your contact information.

i. Severability. Unless otherwise required by law, the illegality, invalidity, or unenforceability of any provision of this Agreement will not affect the legality, validity, or enforceability of any other provision of this Agreement.

j. Successors and Assigns. All covenants and agreements by you or on your behalf contained in this Agreement will bind your heirs, personal representatives, successors and assigns, and will inure to our benefit and our successors and assigns. You will not, however, have the right to assign or transfer your rights under this Agreement or any interest therein, without our prior written consent.

k. Survival. The obligations in Sections 2, 9, 12 through 14, Exhibit A and Exhibit B, will survive any termination of this Agreement.

l. Our Communications with You.

  • Communications. You acknowledge that data, including emails, may be accessed by unauthorized third parties when communicated between you and the Bank, using the Internet, telephone, or other electronic devices. We are not responsible for any misdirected data or disclosures that occur as a result of your use of third-party electronic communication channels.

  • Delivery of Notices. Any correspondence that we mail to you will be sent via U.S. Mail to the last mailing address shown in our records for your Step Account. Notices will be deemed to have been delivered on the day we mailed it to you, or made it available electronically. We are not responsible for items lost or not delivered by mail or e-mail. Some notices may only be available electronically or in paper form.

  • Notices You Send Us. Any written notice you give us is effective after we actually receive and act on it, and it must be given to us according to the specific delivery instructions provided elsewhere, if any. We must receive it in time to have a reasonable opportunity to act on it. If the notice is regarding a check or other item, you must give us sufficient information to be able to identify the item, including the item number, amount, date and payee. Communications you provide by fax, SMS/text, or telephone voice mail, message service or answering machine are not considered notices to us under this Agreement.

  • Electronic Communication. We may send communications electronically, such as by email or text message, rather than through U.S. mail or other means, unless the law says otherwise. If you give us your email address, you agree that we may send servicing messages (such as fraud alerts and hold alerts) related to your Loan to that address in accordance with the Evolve Electronic Communication Consent. If you elect to receive electronic communications from us, we may send some legal information via the USPS. You may be required to agree to communicate with us by electronic means in order to open your Step Account. If you revoke your consent to electronic communications, we may declare you to be in default of this Agreement, close your Step Account or take other actions described in this Agreement.

  • Calls and Messages. You agree that we or our agents or Service Providers may contact you regarding any matter for any non-telemarketing reason using any kind of telecommunications technology at any email and telephone number you provide to us, including the phone number for your mobile device. You agree to receive these calls and messages, including pre-recorded or auto-dialed calls. You also agree that we may send text messages to any phone number for your mobile device you provide to us. You understand and accept that your service provider may charge you for these calls and messages consistent with applicable law. For quality control purposes and for other reasons, you permit us to record and monitor your telephone conversations and electronic communications with us (including email). Unless the law requires otherwise, you consent in advance to such recording and monitoring and we do not need to remind you of these activities at the time of the call or communication. To revoke the consent provided pursuant to this subsection, you must send ten (10) days’ prior written notice of such revocation to 120 Hawthorne Ave, Palo Alto.

  • Change in Contact Information or any Application Information. You are responsible for promptly notifying us through the Step App of any change to your name, address, email address or any material change to the information you provided to us in your application to open a Secured Account or Card Account or this Loan. In some instances, we may request additional information for verification purposes. We may change your address if we receive an address change notice from the U.S. Postal Service (“USPS”) or if a company in the business of providing correct addresses informs us that the address in our records no longer matches your address.

m. Not a Negotiable Instrument. This Agreement is not a negotiable instrument.

n. Privacy Notice. You authorize us to share information about you and your Loan with our affiliates, the Service Provider, and third parties, unless applicable law or our Privacy Policy prohibits us from doing so. Please see our Privacy Policy for your choices about information sharing.

o. Indemnification. To the greatest extent permitted by law, you agree to indemnify and hold us and our officers, directors, shareholders, employees, successors, predecessors, representatives, principals, agents, assigns, parents, subsidiaries, and/or insurers harmless from any losses, damages, suits, and expenses, including reasonable attorneys’ fees, that we may incur, without regard to the merit or lack thereof, arising out of, or related in any way to: (i) taking any action or not taking any action that we are entitled to take pursuant to this Agreement; (ii) any action or omission by you; (iii) the matters set forth herein; or (iv) our action or inaction in reliance upon oral, written, or electronic instructions or information from you.

p. Confidentiality. We will disclose information to third parties about your Loan: (i) where it is necessary for completing transfers or transactions involving your Loan; (ii) in order to verify the existence and condition of your Loan for a third party, such as a credit bureau or merchant; (iii) in order to comply with government agency or court orders; (iv) to persons authorized by law in the course of their official duties; (v) to our employees, auditors, service providers, attorneys, or collection agents in the course of their duties; (vi) in order to collect fees or funds you may owe us; (vii) to verify your identity and determine if we should provide a Loan to you, utilizing identity verification services provided to us by third parties; (viii) as disclosed in our Privacy Policy; and (ix) if you give us your written permission.

18. State Notices

a. California Residents: A married applicant may apply for a separate Loan. If we take any adverse action pursuant to § 1785.3 of the California Civil Code and the adverse action is based, in whole or in part, on any information contained in a consumer credit report, you have the right to obtain within 60 days a free copy of your consumer credit report from the consumer reporting agency who furnished the consumer credit report and from any other consumer credit reporting agency that complies and maintains files on consumers on a nationwide basis.

As required by California law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations under this Agreement.

b. Florida Residents: A documentary stamp tax applies to this Agreement. We reserve the right to collect this tax from you.

c. Illinois Residents: If we pledge this Agreement as security for an obligation we incur, the following applies: This Agreement is non-negotiable in form but may be pledged as collateral security. If so pledged, any payment made to the payee, either of principal or of interest, upon the debt evidenced by this obligation, shall be considered and construed as a payment on this Agreement, the same as though it were still in the possession and under the control of the payee named herein; and the pledgee holding this Agreement as collateral security hereby makes said payee its agent to accept and receive payments hereon, either of principal or of interest.

d. Massachusetts Residents: Massachusetts law prohibits discrimination based upon sex, gender identity, marital status, age, or sexual orientation.

e. Missouri and Nebraska Residents: ORAL LOAN AGREEMENTS OR COMMITMENTS TO LOAN MONEY, EXTEND CREDIT OR TO FORBEAR FROM ENFORCING REPAYMENT OF SUCH DEBT, INCLUDING PROMISES TO EXTEND OR RENEW SUCH DEBT, ARE NOT ENFORCEABLE. TO PROTECT BORROWER(S) AND US (LENDER) AND ANY HOLDER OF THIS AGREEMENT FROM MISUNDERSTANDING OR DISAPPOINTMENT, ANY AGREEMENTS WE REACH COVERING SUCH MATTERS ARE CONTAINED IN THIS WRITING, WHICH IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US, EXCEPT AS WE MAY LATER AGREE IN WRITING TO MODIFY IT.

f. New Hampshire Residents: If you prevail in any action, suit or proceeding we bring or in an action you bring, reasonable attorneys’ fees shall be awarded to you, and if you successfully assert a partial defense, setoff, recoupment or counterclaim to an action brought by us, the court may withhold from us the entire amount or such portion of the attorneys’ fees as the court deems appropriate.

g. New Jersey Residents: No provision of this Agreement is void, unenforceable or inapplicable by virtue of language to the effect that such provision only applies to the extent permitted (or not prohibited) by applicable law.

h. Ohio Residents: The Ohio laws against discrimination require that all creditors make credit equally available to all credit-worthy customers, and that credit reporting agencies maintain separate credit histories on each individual upon request. The Ohio Civil Rights Commission administers compliance with the law.

i. Utah Residents: As required by Utah law, you are hereby notified that a negative credit report reflecting on your credit record may be submitted to a credit reporting agency if you fail to fulfill the terms of your credit obligations under this Agreement.

j. Washington Residents: Oral agreements or oral commitments to loan money, extend credit, or to forbear from enforcing repayment of a debt are not enforceable under Washington law.

k. Wisconsin Residents: If you are a married Wisconsin resident: (1) your signature confirms that the obligation evidenced by this Agreement is being incurred in the interest of your marriage or family. (2) No provision of any marital property agreement, unilateral statement under § 766.59 of the Wisconsin Statutes, or court decree under §766.70 adversely affects our interest unless prior to the time that this Agreement is approved, we are furnished with a copy of the marital property agreement, statement, or decree or have actual knowledge of the adverse provision.

YOU ACKNOWLEDGE HAVING READ ALL OF THE PROVISIONS OF THIS AGREEMENT AND YOU AGREE TO ITS TERMS AND CONDITIONS.

SECURITY AGREEMENT

Our Security Interest in Your Collateral. You (“you” “your” hereby grant to Evolve Bank & Trust (“we” “us” “our”) as of the date you enter into the Step Installment Loan Agreement (“Agreement”) and this Exhibit A (“Security Agreement”), a first priority security interest in all right, title, and interest in your Collateral described in the Itemization of Collateral below, and all proceeds thereof, whether existing or hereinafter acquired, to secure your performance under this Agreement, including your duty to pay us for all obligations you owe us under the Agreement, when Payments are due (“Security Interest”). You will strictly and promptly do everything required of you under the terms, conditions, promises, and agreements contained in or relating to this Security Agreement.

You represent, warrant, and covenant to us the following:

You are the lawful owner of the Collateral free and clear of all liens, encumbrances, and claims. You have the full right, power, and authority to assign the Collateral to us. The Collateral is authentic, as described, original, and not a counterfeit or replica and, if the Collateral was represented as having been graded, such grading is true and accurate. You have not previously granted a Security Interest in the Collateral to any other person. You will not allow any person other than us to have a Security Interest in, or lien, encumbrance, or claim on the Collateral. There are no defaults relating to the Collateral, and there are no offsets or counterclaims to the same. No action, suit, claim, inquiry, investigation, or legal, administrative, or arbitration proceeding or similar action (including those for unpaid taxes) against you is pending or threatened, whether at law, in equity, or before any governmental authority, and no other event has occurred which may materially adversely affect our interest in all of your property stored with us or in our possession (the “Collateral”). In the event of any conflict between the definition of “Collateral” in this Agreement and the Security Agreement in Exhibit A, the Security Agreement in Exhibit A will control.

Our Right to Exercise the Security Interest. You irrevocably and unconditionally relinquish possession and control over the Collateral, and you pledge and assign a first priority security interest to us of all of your existing right, title, and interest and in later acquired right, title and interest in the Collateral until full satisfaction of the Indebtedness. At our request, you agree to provide us with all other information, sign all other documents, or take any other action, in form and substance satisfactory to us, necessary or appropriate for us to perfect, protect, or continue our first priority Security Interest in the Collateral. You will pay all filing fees, taxes, title transfer fees, and other fees and costs involved unless prohibited by law or unless we are required by law to pay such fees and costs. You waive the benefit of any homestead or other exemptions in the Collateral. The Security Interest will be governed by Uniform Commercial Code - Article 9 (as adopted by the applicable state law) whether Article 9 applies by its terms or not. We do not have to give you any prior notice to apply the Collateral or proceeds derived therefrom to satisfy your obligations. We may file a copy of the Agreement or Security Agreement as a financing statement.

Restrictions on Collateral. Upon signing the Agreement, and, by extension, this Security Agreement, we will place a hold on all or a portion of the Collateral that has a value, as determined by us in our sole discretion, of no less than 167% of the amount of your outstanding, unpaid balance of the Loan you obtain under the Agreement (“Balance”), and you will be unable to sell, exchange, or otherwise dispose of that Collateral, as further described in this Security Agreement.

YOU MAY LOSE THE COLLATERAL. Secured transactions are riskier and involve the possibility of greater loss than transactions where you are not borrowing money. If the value of the Collateral falls below 167% of your Balance at any time, or is otherwise deemed to be unsatisfactory or insufficient in our discretion, we may take one or more of the following actions: (a) require you to make an immediate Payment to reduce your Balance so that the Collateral has a Balance of at least 167% of your Balance; (b) sell Collateral we may hold for you (either individually or jointly with others); (c) buy any or all Collateral at a reasonable market value as determined by us; (d) apply some or all of the amount in the Collateral to repay all or part of your Balance; and/or (e) cancel any open orders and close any or all outstanding contracts; all without demand, notice of sale or purchase, or other notice or advertisement, and that any prior demand or notice will not be a waiver of our rights provided herein. If the value of the Collateral falls below 167% of your Balance, you authorize us to automatically designate additional Collateral. We will have the sole discretion to determine which items that make up the Collateral are to be sold and which contracts are to be closed. Any such sales or purchases may be made at our discretion on any exchange or any other market where such business is usually transacted, or at public auction or private sale, and we may be the purchaser. You agree to indemnify us and hold us harmless for any losses you or any third party incurs as a result of any actions we take under this Security Agreement.

If you are in default of any obligation under this Agreement, is closed for any reason, you authorize us to sell any or all of the Collateral and apply the proceeds of such sale to the Balance you owe us without sending you notice or demand for Payment. We may do this in addition to the other rights we have under law or this Agreement and Security Agreement. The application of your funds or the proceeds of any sale of Collateral to the Balance you owe under this Agreement will not affect your obligation to pay us in full. You are responsible for the repayment of all amounts you owe us under this Agreement. You agree to carefully consider your own financial condition, tolerance for risk, as well as market conditions, before you decide to leverage the Collateral. By requesting or accepting this Loan, you acknowledge that you have, along with the terms of this Agreement, carefully considered all of these factors and have decided that the Loan is appropriate for you. All Collateral now or hereafter held in our possession or control may be pledged, repledged, or otherwise used to satisfy any debt owed to us.

Itemization of Collateral. The items listed below in this Exhibit A to this Agreement constitute the Collateral:

  • The Secured Account in your Step Account, including any funds identified as Savings Goals, all of which as defined in your Step Account Agreement

  • Any stock assets in your Step Investing accounts, as and when offered, such assets to be liquidated as necessary to satisfy repayment obligations.

ARBITRATION AGREEMENT

PLEASE READ THIS EXHIBIT CAREFULLY AS IT AFFECTS YOUR RIGHTS. YOU HAVE THE RIGHT TO OPT OUT OF THIS ARBITRATION AGREEMENT AS DESCRIBED BELOW.

a. Agreement to Arbitrate: This Exhibit B is referred to as the ArbitrationAgreement. If you have a dispute with us and neither you nor we are able to resolve the dispute informally, you and we agree that upon demand by either party, the dispute will be resolved through the arbitration process set forth in this Arbitration Agreement.

b. Arbitration: You agree that if you have a dispute or claim that has arisen or may arise between you and us (including any of our affiliates and service providers, such as Step Mobile, Inc., and our respective officers, directors, agents, and representatives), whether arising out of or relating to this Agreement (including any alleged breach) or any aspect of the relationship between us, and you are not able to resolve the dispute or claim informally, you and we agree that upon demand by you or we, the dispute or claim will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement. However, you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into this Arbitration Agreement, you and we are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

c. Parties Subject to this Arbitration Agreement: This Arbitration Agreement applies whenever there is a claim between you and us. If a third party is also involved in a claim between you and us, or if a dispute arises between you and a third party relating to this Agreement or the Loan, then the claim will be decided with respect to the third party in arbitration as well, in accordance with this Arbitration Agreement, and it must be named as a party in accordance with the rules of procedure governing the arbitration. No award or relief will be granted by the arbitrator except on behalf of, or against, a named party.

THIS ARBITRATION AGREEMENT DOES NOT APPLY TO YOU IF, AS OF THE DATE OF THIS AGREEMENT, YOU ARE A COVERED BORROWER UNDER THE FEDERAL MILITARY LENDING ACT. IF YOU WOULD LIKE MORE INFORMATION ABOUT WHETHER YOU ARE COVERED BY THE MILITARY LENDING ACT, IN WHICH CASE THIS ARBITRATION PROVISION DOES NOT APPLY TO YOU, PLEASE CONTACT US AT SUPPORT@STEP.COM

d. Exclusions: You and we retain the right to pursue in small claims court (or an equivalent state court) any dispute that is within that court’s jurisdiction, so long as the disputes remain in such court and advance only an individual claim for relief. If either you or we fail to submit to binding arbitration of an arbitrable dispute following lawful demand, the party so failing will bear all costs and expenses incurred by the other in compelling arbitration.

e. Your Right to Opt Out: If you are an individual who has obtained the Loan for a consumer, personal, family, or household purpose, you have the right to opt-out of this Arbitration Agreement. If you do not want this Arbitration Agreement to apply to the Loan, you may opt out by sending us written notice of your decision within thirty (30) days of signing this Agreement. Such notice must clearly state that you wish to cancel or opt out of the Arbitration Agreement of this Agreement. It should include your name, address, and your signature and must be addressed and sent to the address in the Notice section of this Agreement. This is the sole and only method by which you can opt out of this Arbitration Agreement. Your exercise of the right to opt-out will not affect any remaining terms of this Agreement and will not result in any adverse consequence to you or the Loan. You agree that our business records will be final and conclusive evidence with respect to whether you cancelled or opted out of this Arbitration Agreement in a timely and proper fashion.

f. Prohibition of Class and Representative Actions and Non-Individualized Relief: YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

g. Pre-Arbitration Dispute Resolution: We are always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to your satisfaction by emailing customer support at support@step.com. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute (“Notice”). The Notice should be sent to the address in the Notice section of this Agreement (“NoticeAddress”). The Notice must (a) describe the nature and basis of the claim or dispute and (b) set forth the specific relief sought. If you do not resolve the claim with us within 60 calendar days after the Notice is received, you or we, as applicable, may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by any party will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or we are entitled.

h. Arbitration Procedures: Arbitration will be conducted by a neutral arbitrator in accordance with the American Arbitration Association’s (“AAA”) rules and procedures, including the AAA’s Consumer Arbitration Rules or the AAA’s Commercial Arbitration Rules, as applicable (collectively, the AAARules), as modified by this Arbitration Agreement. For information on the AAA, please visit its website, http://www.adr.org. Information about the AAA Rules and fees for consumer disputes can be found at the AAA’s consumer arbitration page, http://www.adr.org/consumer. If there is any inconsistency between any term of the AAA Rules and any term of this Arbitration Agreement, the applicable terms of this Arbitration Agreement will control unless the arbitrator determines that the application of the inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The arbitrator must also follow the provisions of this Agreement as a court would. All issues are for the arbitrator to decide, including issues relating to the scope, enforceability, and arbitrability of this Arbitration Agreement. Although arbitration proceedings are usually simpler and more streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and relief on an individual basis that a court can award to an individual under this Agreement and applicable law. Decisions by the arbitrator are enforceable in court and may be overturned by a court only for very limited reasons.

Unless the parties to the arbitration agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by AAA. If your claim is for $10,000 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.

i. Costs of Arbitration: Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the AAA Rules, unless otherwise provided in this Arbitration Agreement. If the value of the relief sought is $75,000 or less, at your request, we will pay all Arbitration Fees. If the value of relief sought is more than $75,000 and you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of the Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of the Arbitration Fees, we will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, we will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the AAA Rules.

j. Confidentiality: All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

k. Severability: If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Prohibition of Class and Representative Actions and Non-Individualized Relief section above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of the ProhibitionofClassandRepresentativeActionsandNon-IndividualizedRelief section are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of this Arbitration Agreement will continue to apply.

l. Future Changes to this Arbitration Agreement: Notwithstanding any provision in this Agreement to the contrary, if we make any future change to this Arbitration Agreement (other than a change to the Notice Address) while you have a Loan, you may reject any such change by sending us written notice within 30 days of the change to the Notice Address. By rejecting any future change, you are agreeing that you will arbitrate any dispute covered by this Arbitration Agreement in accordance with the terms of this Arbitration Agreement as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).

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