Financial ISO Grant

FINANCIAL ISO GRANT AGREEMENT

This Financial ISO Grant Agreement (Agreement) is made and effective as of Effective Date: , by and between the parties identified below.

Parties

Corporation LLC Partnership Other

Recitals

WHEREAS, Grantor has agreed to provide a monetary grant to support the Grantee's authorized activities related to payments processing, merchant acquisition and related services subject to the terms and conditions set forth in this Agreement; and

WHEREAS, Grantee is an Independent Sales Organization (ISO) that will utilize grant funds solely for permitted purposes described in Section 3 and will provide periodic reports and allow audits as required by Section 6.

Grant of Funds

Grantor hereby grants to Grantee a one-time monetary award in the principal amount of USD (Grant Amount). The Grant Amount shall be disbursed in accordance with the disbursement schedule set forth below and subject to the conditions precedent in Section 5.

Disbursement Schedule

The Grant Amount shall be disbursed in tranches pursuant to the table below. Each tranche is conditioned on the Grantee's delivery of any required documents and compliance representations identified in Section 5.

Permitted Use of Funds

Grantee shall use grant funds only for the following permitted purposes: merchant onboarding costs, underwriting infrastructure, compliance program enhancements, personnel costs directly related to grant-supported activities, and other items explicitly approved in writing by Grantor. Use of funds for unauthorized purposes, including distributions to owners, unrelated party acquisitions, or prohibited activities under applicable law, constitutes a material breach and entitles Grantor to remedies including clawback and withholding of future disbursements.

Conditions Precedent

The obligation of Grantor to make any disbursement is subject to Grantor's receipt and approval of the following: (a) executed grant documents and certifications; (b) Grantee's representations and warranties in Section 9 remaining true and correct as of the disbursement date; (c) delivery of an executed disbursement request in the form reasonably required by Grantor; and (d) any other supporting documentation reasonably requested by Grantor.

Disbursement Procedures & Bank Instructions

Grantee shall provide wire instructions and banking information for disbursement. Grantor may require that funds be disbursed to an escrow or trustee account in Grantor's sole discretion.

Reporting, Audit & Record Retention

Grantee shall deliver written progress reports to Grantor within thirty (30) days after the end of each calendar quarter, including an accounting of expenditures, copies of invoices and receipts, and metrics reasonably requested by Grantor. Grantor shall have the right to audit Grantee's records relating to use of the Grant Amount during normal business hours upon reasonable notice. Grantee shall retain and preserve records relating to the grant for a period of not less than five (5) years following final disbursement or longer if required by applicable law.

Termination, Repayment and Remedies

Grantor may suspend or terminate further disbursements upon material breach by Grantee, bankruptcy, insolvency, fraud, or misuse of funds. In the event of such material breach or misuse, Grantee shall promptly repay to Grantor the portion of the Grant Amount reasonably attributable to unauthorized use, together with interest at the lesser of the maximum lawful rate or 12% per annum from the date of disbursement until paid. Exercise of remedies by Grantor shall be in addition to any other remedies available at law or equity.

Representations, Warranties and Covenants

Grantee represents and warrants that: (a) it is duly organized, validly existing and in good standing under applicable law; (b) it has authority to enter into and perform this Agreement; (c) the execution and performance of this Agreement do not violate other agreements or laws; and (d) funds will not be used for unlawful activities. Grantee covenants to maintain compliance programs, to timely file reports required by Section 6, and to notify Grantor promptly of any material adverse event.

Indemnification & Limitation of Liability

Grantee shall indemnify, defend and hold harmless Grantor and its affiliates from and against any third-party claims, liabilities, losses or costs arising out of Grantee's misuse of funds, breach of representations, or negligent or willful misconduct. Grantor's liability under this Agreement shall be limited to repayment of any disbursed amounts in excess of permitted uses and shall exclude consequential, incidental and punitive damages except in cases of willful misconduct or gross negligence.

Confidentiality

Each party shall treat Confidential Information of the other party with the same degree of care it accords its own confidential information, but in no event less than reasonable care. Confidential Information shall not include information that is or becomes publicly known through no breach of this Agreement or is required to be disclosed by law, provided the disclosing party is given prompt notice to seek protective relief.

Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws selected by the parties below. The parties shall first attempt to resolve disputes in good faith through negotiations. If unresolved, disputes shall be resolved through binding arbitration administered in the chosen forum and under the chosen law specified by the parties.

Notices

All notices and communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth herein or as otherwise designated in writing by the parties. Notice is effective upon personal delivery, three (3) days after deposit in certified mail, or one (1) day after confirmed overnight courier.

Miscellaneous

This Agreement constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior discussions and understandings. Any amendment must be in writing and signed by both parties. If any provision is held unenforceable, the remainder shall remain in full force and effect.

Certifications

By executing this Agreement, each party certifies that the information provided in connection with this grant is true, accurate and complete to the best of its knowledge; that it will comply with applicable laws, including applicable anti-money laundering and sanctions obligations; and that no material fact has been omitted that would make those statements misleading.

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