Off-Cycle Pay

1. Incorporating the Terms. For purposes hereof:

(a) references in the Terms to the “Service” shall include the Off-Cycle Pay feature of the Service and any other portion of the Service that is required in order for DailyPay to provide, or Company to access and use the Off-Cycle Pay feature of the Service; and

(b) references in the Terms to “Agreement” shall include this Addendum together with the Terms, as supplemented and modified by the provisions of this Addendum.

2. Definitions. The following capitalized terms used in this Addendum have the meanings provided below.

“Off-Cycle Payment” means a payment made to an employee by DailyPay on behalf of Company, for amounts owed to the employee, including, for example, termination payments, bonus or other incentive payments, and travel and entertainment expense reimbursements, in exchange for all right, title, and interest to such amounts owed to the employee, which is referred to herein as the “Off-Cycle Amount”.

“Off-Cycle Amount Payment” means payment of the full amount of each Off-Cycle Amount equal to the corresponding Off-Cycle Payment made by DailyPay to an employee of Company, plus the corresponding Technology Charge.

“Technology Charge” is defined in Section 7 of this Addendum.

Other capitalized terms used but not defined in this Addendum have the meanings provided in the Agreement.

3. Off-Cycle Pay Feature. DailyPay grants Company a non-exclusive, non-transferable, non-sublicensable, limited license during the Term to access and use the Off-Cycle Pay feature of the Service as provided in the Terms and this Addendum to facilitate DailyPay making Off-Cycle Payments to its employees. Section 7 of the Terms applies to this Addendum. Without limiting the preceding sentence, DailyPay makes the Service available to Company under this Addendum on an “AS IS” basis.

4. Off-Cycle Payment Instructions. Company will enter instructions to DailyPay to make Off-Cycle Payments to employees in the Client Portal. Company will include any information needed by DailyPay to execute payment instructions, including (i) identifying the employee receiving an Off-Cycle Payment, (ii) the amount of the Off-Cycle Payment, (iii) Off-Cycle Payment disbursement date and (iv) the employee’s bank account or pay card information for crediting the Off-Cycle Payment. The Company may, at its sole election, direct DailyPay to make an Off-Cycle Payment to an employee’s DailyPay User Account (such election, a “DPA Opt-In”). Company is responsible for calculating any applicable withholding, payroll taxes and other deductions to local, state and federal tax authorities and other persons; creating and providing any required paystub to employees; and ensuring that any information provided to DailyPay related to Off-Cycle Payments is accurate and complete. DailyPay will not be liable for any Off-Cycle Payment made to an employee of Company that is consistent with payment instructions.

5. Off-Cycle Payment Funding. DailyPay will use its own funds to make Off-Cycle Payments to employees of Company; provided that Off-Cycle Payments shall be subject to the limitations set by DailyPay in its sole discretion as may be modified by DailyPay from time to time. DailyPay will use commercially reasonable efforts to notify Company of any modifications to the Off-Cycle Payment limitations. DailyPay will provide Company notice of each Off-Cycle Payment made to employees of Company, and Company will pay DailyPay the corresponding Off-Cycle Amount Payment at its election either by (a) wire transfer or automated clearing house (ACH) to the bank account designated by DailyPay, within seven (7) business days of Company’s receipt of such notice; or (b) authorizing DailyPay to initiate debit entries to Company’s designated bank account beginning the day after receipt of such notice. Overdue Off-Cycle Amount Payments shall accrue interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, if less, from the date such Off-Cycle Amount Payment was due until the date paid.

6. Additional Responsibilities.

(a) Additional Company Responsibilities. In addition to its applicable responsibilities under Section 2(a) of the Terms with respect to the Off-Cycle Payments, Company shall have the following responsibilities with respect to the Off-Cycle Payments:

(i) Required Tax Deposits. Company will make all required tax deposits of withheld federal and state income taxes and the employer and employee share of Social Security and Medicare taxes with respect to each Off-Cycle Payment not later than the first business day following the payment date of such Off-Cycle Payment. Company will use reasonable methods to ensure compliance with this requirement, which may include Company making on or about the first day of any quarter, or carrying over from the preceding quarter, excess federal tax deposits in an amount not less than the projected federal income tax withholding and employer and employee share of Social Security and Medicare taxes attributable to the projected Off-Cycle Payments for that quarter.

(ii) Notice and Information. If any taxing authority notifies Company of tax underwithholding with respect to an Off-Cycle Payment, or that the required deposit or payment of such withholding taxes was not paid to the applicable federal, state, local or other government (or applicable depository) by the applicable deadline, Company will promptly notify DailyPay, of such notice. Company will also notify DailyPay promptly after Company pays such underwithheld taxes, or short or late deposits, and any resulting interest, penalties and other costs. Upon DailyPay’s request, Company will promptly give DailyPay such information as reasonably required by DailyPay to show Company’s compliance with this Section 6(a).

(iii) Sole Responsibility for Tax Underwithholding. If any taxing authority determines that the taxes withheld from any Off-Cycle Payment were less than the required amount, Company will have sole responsibility to pay the underwithheld amount and any resulting interest, penalties and other costs.

(iv) Sole Responsibility for Deposits and other Tax Payments. If any taxing authority determines that the applicable withholding taxes for any Off-Cycle Payment were not deposited or paid to the applicable federal, state, local or other government, or applicable depository, by the applicable deadline, Company will have sole responsibility to make any additional required payments or deposits, and to pay any interest, penalties and other costs arising from the failure to make timely deposits.

(v) Sole Responsibility for Information Returns. If any taxing authority determines that the Form W-2, the Form 1099 or other required information return is incorrect with respect to an Off-Cycle Payment, Company will have sole responsibility to correct such information return and pay any resulting fines, penalties and other costs.

(vi) Further Assurances. Company will cooperate with DailyPay to obtain employee consent and instructions to receive Off-Cycle Payments.

b) Additional DailyPay Responsibilities. In addition to its applicable responsibilities under Section 2(b) of the Terms with respect to the Off-Cycle Payments, DailyPay will timely confirm to Company that each Off-Cycle Payment was made on the date instructed by the Company, to the account and in the amount instructed by the Company.

7. Technology Charge. Company will pay the technology charge set forth on Attachment 1 to DailyPay to facilitate payment of each Off-Cycle Payment through the Service to an employee (“Technology Charge”); provided that Company will not be responsible for paying any Technology Charges solely with respect to Off-Cycle Payments made to employees pursuant to the DPA Opt-In. Company will pay the Technology Charge at the same time it pays the corresponding Off-Cycle Amount Payment or at another time mutually agreed upon by Company and DailyPay.

8. Off-Cycle Payment Disputes. Company will solely be responsible for addressing any employee dispute relating to any Off-Cycle Amount, including a dispute about the amount the Off-Cycle Amount. DailyPay will not be responsible for correcting any erroneous payment instructions forwarded by Company, including not being required to debit from employee’s bank accounts any erroneous payment.

9. Incomplete Off-Cycle Payment. Company must forward complete and accurate payment instructions and information for DailyPay to initiate any Off-Cycle Payment. DailyPay is not required to make any Off-Cycle Payment it believes would violate applicable law, is based on incomplete or inaccurate instructions or information, or presents safety, soundness or reputational concerns.

10. Indemnification. In addition to its indemnification obligations under Section 8(b) of the Terms, Company will indemnify, defend and hold harmless DailyPay, DailyPay and their respective officers, directors and employees from and against any third party (including any employee of Company or any taxing or other governmental authority) claim, action or demand, and all associated losses, liabilities, damages, costs and expenses (including reasonable legal fees and disbursements and costs and expenses of investigation and litigation, and costs of settlement, judgment, interest and penalties), arising out of or related to Company’s failure to perform any of its deposit, payment or other obligations set forth in Section 6(a) of this Addendum in a full and timely manner. The aforesaid obligations of Company shall be deemed to be indemnification obligations of Company under Section 8 of the Terms for, without limitation, the procedural requirements set forth in Section 8(c) of the Terms, the exception set forth in the lead-in to the limitations on liability in the first sentence of Section 9 of the Terms, and the survival provision set forth in clause (vi) of Section 6(d) of the Terms.

11. Term and Termination.

(a) As part of the Agreement, the term of this Addendum will be co-terminous with the “Term” of the Agreement. The term of this Addendum will renew, expire and terminate at the same time that the Term of the Agreement renews, expires or is terminated, without the need for any notice or action of either DailyPay or Company.

(b) Without limiting the termination rights of DailyPay and Company set forth in Section 6(b) of the Terms, DailyPay may terminate this Addendum without an opportunity for Company to cure if Company fails to make in a timely manner any of the deposits or payments to be made by Company pursuant to Section 6(a) of this Addendum two or more times in any rolling twelve (12) month period.

(c) Section 6(d) of the Terms will apply to the expiration or any termination of this Addendum and, without limiting the provisions of clause (vi) of Section 6(d) of the Terms, Company’s deposit, payment and other obligations under Section 6(a) of this Addendum will survive the expiration or termination of this Addendum.

Attachment 1

Technology Charge