WHEREAS the Company provides personnel to serve as an external compliance officer, including assistance with developing a compliance program, monitoring internal controls, providing management reports, and other similar services (“Virtual Partners”); and

WHEREAS the Financial Institution desires to receive, and the Company desires to provide, Compliance Hub, Assurance Services and/or Virtual Partners services identified on the attached Schedule 1, all subject to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and covenants hereinafter set forth, the parties hereby agree as follows:

1. Compliance Hub.

(a) The Service. The Company provides its Compliance Hub service through; (i) the Company’s online subscription service or other services developed, operated, or maintained by the Company, or accessible via ComplianceAlliance.com or any other website or IP address designated by the Company (the “Site”), (ii) the content contained therein, including newsletters, summaries procedural guides and other printed communications, and (iii) any offline components provided by the Company for use in connection therewith (collectively, the “Compliance Hub“). In exchange for the Financial Institution’s payment of the License Fee (as defined below) and subject to the terms and conditions set forth in this Agreement, the Company hereby grants the Financial Institution a limited, non-exclusive, non-transferable, license to access the Site and use of Compliance Hub commencing on the start date identified on Schedule 1 (the “Start Date”) and continuing throughout the Term (as defined below).

(b) License Fee. The Financial Institution agrees to pay the Company an annual fee at the rate set forth on the attached Schedule 1 (collectively, the “License Fee”) in exchange for the license granted to the Financial Institution in Section 1(a) above.

2. Assurance Services.

(a) The Service. The Company will review the policies, procedures, and/or transaction samples of the Financial Institution’s most recent regulatory exam (the “Review”). The Financial Institution’s programs to be reviewed, and the services to be provided by the Company in connection with the Review, are set forth on Schedule 1. The Company will commence the Review on the Start Date.

(b) Fees. In exchange for the Financial Institution’s payment of the Assurance Services fee set forth on Schedule 1, and subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to provide the Review.

(c) A Third party may perform parts of the audit work contained within this agreement. The third party shall perform work to meet the scope outlined in the agreement and will perform all work in accordance with the terms of this agreement which shall include being subject to all terms of this Work to be performed by the third party is noted in Exhibit B.

3. Virtual Partners.

(a). The Service. The Company will designate an employee of the Company (the “VCO”) to provide regulatory compliance consulting services to the Financial Institution. The selection of the VCO will be tailored to the Financial Institution’s needs based on information gained by the Company relative to the scope desired by the Financial Institution’s management, the risk factors affecting the Financial Institution, and previous examinations and/or audits. The Virtual Partners service (the “Scope”) will commence on the Start Date.

(b) Fees. In exchange for the Financial Institution’s payment of the Virtual Partners fee set forth on Schedule 1, and subject to the terms and conditions set forth in this Agreement, the Company hereby agrees to provide the Virtual Partners services set forth in Section 3(a) above.

4. Term. The term of this Agreement (the “Term”) shall commence on the Effective Date and shall continue through the period designated on Schedule 1 unless terminated earlier pursuant to the terms set forth in this Agreement. The term of this Agreement shall automatically renew for the same term unless one party notifies the other of its intention to not renew at least sixty (60) days prior to the end of the then-current term. In addition, the Financial Institution may terminate this Agreement if (a) the Financial Institution sells its wholly owned bank subsidiaries or merges into a non-affiliated bank charter; or (b) the Financial Institution determines that the services provided by the Company are not as set forth in this Agreement, and the Financial Institution has given the Company timely and reasonable written notice, and in no event less than 60 days’ notice, describing the good faith basis for the Financial Institution’s determination. If the Financial Institution terminates this Agreement prior to the end of the Term for any other reason than such determination, the Fee for the remainder of the Term shall become immediately due and payable.

5. Confidential Information. Pursuant to the applicable laws and regulations governing the privacy of consumer financial information, as well as the interagency guidelines establishing standards for safeguarding customer information, all data and information relating to the Financial Institution’s customers provided to the Company (“Confidential Information”), including any nonpublic personal information will be treated confidentially by the The Company acknowledges that disclosure of the Financial Institution’s Confidential Information may expose the Financial Institution to liability. The Company agrees to defend, indemnify, and hold the Financial Institution and the Financial Institution’s officers, directors, shareholders, agents and employees, harmless from any final determination of liability for the unauthorized disclosure of Confidential Information by the Company.

6. Security. Any breach of system security or third-party systems that results in the loss of, or potential loss of the Financial Institution’s consumer data will be relayed to the Financial Institution immediately upon the Company becoming aware of such loss. A “breach of system security” means unauthorized acquisition of the Financial Institution’s computerized data that compromises the security, confidentiality, or integrity of sensitive personal information maintained by a person, including data that is encrypted if the person accessing the data has the key required to decrypt the data. Good faith acquisition of sensitive personal information by an employee or agent of the person for the purposes of the person is not a breach of system security unless the person uses or discloses the sensitive personal information in an unauthorized manner.

7. General.

(a) Incorporation by Reference. This Agreement is subject in its entirety to the terms and conditions available at compliancealliance.com/terms-of-use which are incorporated herein in their entirety by this

(b) Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

(c) The Company carries professional liability insurance or is otherwise adequately self-insured.

(d) The Company does not discriminate against any employee or applicant for employment because of race, color, religion, sex, age, national origin, disability, or any other basis prohibited by law. The Company takes affirmative action to ensure that employees are treated during their employment, without regard to race, color, religion, sex, age, national origin, disability, or any other basis prohibited by law. Such action shall include, but not be limited to, the following: employment, upgrading, demotion, or forms of compensation; and selection for training, including apprenticeship. The Company will, in all solicitations or advertisements for employees placed by or on behalf of the Company, state all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, disability or any other basis prohibited by law.

(e) Entire Agreement. This Agreement, together with all Schedules and Exhibits, constitutes the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such subject matter.

(f) Choice of Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Texas.

(g) Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.