GEORGIA STATE UNIVERSITY ALUMNI ASSOCIATION, INC. AFFINITY CREDIT CARD AGREEMENT This Agreement is entered into as of August 1, 2014, (the “Effective Date”) by and between GEORGIA’S OWN CREDIT UNION, a Georgia-chartered credit union having its principal place of business in Atlanta, Georgia (“GEORGIA’S OWN”), and GEORGIA STATE UNIVERSITY ALUMNI ASSOCIATION, INC., a non-profit Georgia corporation having its principal place of business in Atlanta, Georgia (“GSUAA”) for themselves, and their respective successors and assigns, for benefit of the BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA BY AND ON BEHALF OF GEORGIA STATE UNIVERSITY (“GSU”). WHEREAS, GSUAA and GEORGIA’S OWN have agreed to engage in an affinity program pursuant to which GEORGIA’S OWN shall provide certain financial services to certain persons included in certain lists provided to GEORGIA’S OWN by or on behalf of GSUAA in exchange for certain compensation paid to GSUAA for benefit of GSU; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, GSUAA and GEORGIA’S OWN agree as follows: 1. DEFINITIONS. When used in this Agreement, (a) “Agreement” means this Agreement, together with any schedules and exhibits attached hereto, as amended from time to time. (b) “Contract Year” means a period of 12 consecutive calendar months during the agreement term beginning in August and ending in July. (c) “Credit Card Account” means a credit card account opened by a Member (as defined below) in direct or indirect response to marketing efforts made pursuant to the Program. Whether GEORGIA’S OWN issues a single or multiple credit cards on a Credit Card Account, each account will be counted as one (1) Credit Card Account. (d) “Customer” means any Member who is a participant in the Program (as defined below). (e) “Financial Service Products” means, except as expressly excluded or limited elsewhere herein, Credit Card Accounts, credit card programs, charge card programs, debit card programs, installment loan programs, revolving loan programs, deposit programs, travel and entertainment card programs, financial planning programs, trust programs and commercial lending programs and all other financial products and services as mutually agreed in writing by GEORGIA’S OWN and GSUAA from time to time. (f) “Mailing Lists” means updated and current lists of alumni of GSU (as controlled by GSUAA), non- alumni members of GSU (as defined by GSUAA), and/or other potential participants mutually agreed to in writing by GSUAA and GEORGIA’S OWN and undergraduate students and graduate students of GSU when available (in a format designated by GEORGIA’S OWN and reasonably agreed upon in writing by GSUAA and GEORGIA’S OWN) containing at a minimum names and addresses of any Member and, to the extent available and permissibly disclosed, any and all of the following information as requested by GEORGIA’S OWN: telephone listing, date and place of birth, major field of study, participation in officially recognized activities and sports, dates of attendance, date of graduation, degrees and awards Page 1 of 12received, and the most recent previous educational agency or institution attended by the Member, all sorted by categories agreeable to GEORGIA’S OWN. (g) “Member” means any and all (i) undergraduate and graduate students of GSU, (ii) members of GSUAA, (iii) alumni, parents, faculty and staff, donors, and friends of GSU, (iv) other non-student members of GSUAA, plus (v) any other persons designated as Members as mutually agreed in writing by GSUAA and GEORGIA’S OWN. (h) “Program” means those programs and services of the Financial Service Products GEORGIA’S OWN agrees to offer pursuant to this Agreement to the Members from time to time. (i) “Royalties” means the compensation set forth in Schedule B (which is hereby incorporated by reference). G) “Trademarks” means any and all designs, images, visual representations, logos, service marks, trade dress, trade names, and trademarks set forth in Schedule C to this Agreement (which is hereby incorporated by reference) used or acquired by either party during the term of this Agreement. 2, RIGHTS AND RESPONSIBILITIES OF GSUAA. (a) GSUAA agrees that during the term of this Agreement: (i) it will endorse the Program exclusively and will not sponsor, advertise, aid, develop, market, or solicit proposals for programs offering the providing of, any Financial Service Products of any person or entity other than GEORGIA’S OWN; (ii) it will not license, sublicense or allow other persons or entities to license the GSUAA Trademarks in relation to or for promoting any Financial Service Products of any person or entity other than GEORGIA’S OWN; and (iii) it will not sell, rent, or otherwise make available or allow other persons or entities to sell, rent, or otherwise make available any of its mailing lists or information about any current or potential Members in relation to or for promoting any Financial Service Products of any person or entity other than GEORGIA’S OWN except as required by law, such as the Georgia Open Records Act. Notwithstanding anything else in this Agreement to the contrary, GSUAA may accept advertising from any financial institution provided that the advertisement does not contain an express or implied endorsement by GSUAA of said financial institution or the advertised Financial Service Products. (b) GSUAA agrees to provide GEORGIA’S OWN with such information and assistance as may be reasonably requested by GEORGIA’S OWN in connection with the administration of the Program. (c) GSUAA authorizes GEORGIA’S OWN to solicit Members by mail, direct promotion, advertisements, telephone, electronic mail, and other methods as mutually agreed to in writing by GSUAA and GEORGIA’S OWN for participation in the Program and as permitted by applicable law. (d) GSUAA shall have right of prior approval of all Financial Service Products and Program advertising and solicitation materials to be used by GEORGIA’S OWN, which contains the Trademarks. Such approval shall not be unreasonably withheld or delayed. (e) Within thirty (30) days from the Effective Date of this Agreement GSUAA shall provide to GEORGIA’s OWN an initial Mailing List. Thereafter, GSUAA shall provide to GEORGIA’s OWN the then-current Mailing List four (4) times during each Contract Year. The initial Mailing List and each subsequent Mailing List shall be provided to GEORGIA’s OWN free of any charge. (f) GSUAA shall only provide information to or otherwise communicate with Members or potential Members about the Program with GEORGIA’S OWN’s prior written approval, except for current Page 2 of 12advertising and solicitation materials provided by GEORGIA’S OWN to GSUAA. Notwithstanding the above, GSUAA may respond to individual inquiries about the Program from Members on an individual basis, provided that said responses are accurate and consistent with the then-current materials provided by GEORGIA’S OWN to GSUAA. Any written, electronic or audio correspondence received by GSUAA that is intended for GEORGIA’S OWN (e.g., applications, payments, billing inquiries, etc.) shall be forwarded to GEORGIA’S OWN via overnight courier within three (3) business days of receipt. Any charges incurred for such overnight courier service will be paid by GEORGIA’S OWN. (g) GSUAA hereby grants GEORGIA’S OWN a limited, exclusive, non-sublicensable, non- transferable, royalty-free license to use the Trademarks solely in conjunction with the Program and this Agreement, including the promotion thereof. This license shall remain in effect for the duration of this Agreement and shall apply to the Trademarks, notwithstanding the transfer of such Trademarks by operation of law or otherwise to any permitted successor, corporation, organization, or individual. Nothing stated in this Agreement prohibits GSUAA from granting to the other persons a license to use the Trademarks in conjunction with the providing of any other service or product except for any Financial Service Products. (h) GSUAA shall provide GEORGIA’s OWN a prominent spot on all GSUAA web pages to advertise the Program and Financial Service Products. This advertisement shall be constantly displayed throughout the Term of the Agreement and shall provide links to both the Financial Service Products as well as GEORGIA’S OWN home web page. The final! location and size of such spot shall be in the sole and absolute discretion of the GSUAA. (i) GSUAA shall include a direct link to information about the Program as well as GEORGIA’S OWN home web page on a minimum of six (6) electronic mailings to Members per year. (j) In at least two (2) issues of the GSU Alumni Magazine per year of the Term, for any advertisement or similar publicity provided to GSUAA in the GSU Alumni Magazine, GSUAA shall work cooperatively with GEORGIA’S OWN to find mutually beneficial ways to include GEORGIA’s OWN in such advertisements or similar publicity. The final location, size, and copy of such advertisements or similar publicity shall be the sole and absolute discretion of the GSUAA, 3. RIGHTS AND RESPONSIBILITIES OF GEORGIA’S OWN. (a) GEORGIA’S OWN shall design, develop, and administer the Program and Financial Service Products for the Members. (b) GEORGIA’S OWN shall design all advertising, solicitation, and promotional materials with regard to the Program. GEORGIA’S OWN reserves the right of prior written approval of the scope, timing, and content of advertising and solicitation materials concerning or related to GEORGIA’S OWN or the Program, which may be developed by or on behalf of GSUAA. (c) GEORGIA’S OWN shall bear all costs of producing and mailing all advertising, solicitation and promotional materials for the Program. (d) GEORGIA’S OWN shall make all credit decisions and shall bear all credit risks with respect to each Customer’s account(s) independently of GSUAA. These decisions include, but are not limited to, decisions regarding rates, terms, approval, termination and all other matters related to Credit Card Accounts. Page 3 of 12(e) GEORGIA'S OWN shall use the Mailing Lists provided pursuant to this Agreement consistent with this Agreement and shall not permit any persons or entities handling these Mailing Lists to use them for any other purpose. GEORGIA’S OWN shall have the sole right to designate Members on these Mailing Lists to whom promotional material will or will not be sent. These Mailing Lists are and shall remain the sole property of GSUAA, However, GEORGIA’S OWN may maintain separately all information which it obtains from any person on any Mailing List as a result of an account/credit/membership relationship or an application for an account/credit/membership relationship; such separate information becomes a part of GEORGIA’S OWN’s own files and shall not be considered Confidential Information pursuant to Section 8 of this Agreement and shall not be subject to this Agreement and can be used by GEORGIA’S OWN for any lawful purpose. GEORGIA’s OWN will not use this separate information in amanner that would imply an endorsement by GSUAA. 4. REPRESENTATIONS AND WARRANTIES.   (a) GSUAA and GEORGIA’S OWN each represent and agree to the other that as of the Effective Date and throughout the term of this Agreement: (i) It is duly organized, validly existing, and in good standing. (il) It has all necessary power and authority to execute and deliver this Agreement and to perform its obligations under this Agreement. (iii) This Agreement constitutes a legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, receivership, reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity. (iv) | No consent, approval, or authorization from any third party is required in connection with the execution, delivery, and performance of this Agreement, except such as have been obtained and are in full force and effect. (v) The execution, delivery, and performance of this Agreement by such party will not constitute a violation of any law, rule, regulation, court order, or ruling applicable to such party. (v1) It shall comply with all applicable laws and regulations in performance of all of its duties and obligations under the Agreement. (b) GSUAA represents and agrees to GEORGIA’S OWN as of the date hereof and throughout the term of this Agreement that it has the right and power to license the Trademarks to GEORGIA’S OWN for use as contemplated by this Agreement and to provide Mailing Lists to GEORGIA’S OWN for the promotion of the Program. 5. INDEMNIFICATION.   (a) GEORGIA’S OWN acknowledges and agrees that GSU cannot provide an indemnification under this Agreement. Notwithstanding the above, GSU is a self-insured entity of the State of Georgia under the Georgia Tort Claims Act and will be responsible for any costs, damages, and liabilities caused solely by its own negligence. (b) Except as otherwise expressly stated in this Agreement, and as permitted by applicable law, GSUAA and GEORGIA’S OWN each (each individually an “Indemnitor’”) shall indemnify and hold the Page 4 of 12other party (“Indemnitee”) harmless from and against any and all losses, claims, damages, liabilities, regulatory or civil actions, costs or expenses (including any attorneys’ fees or other expenses reasonably incurred by any Indemnitee in connection with investigating any claim against Indemnitee and defending any action and any amounts paid in settlement or compromise, if so ordered by a court of competent jurisdiction) that arise out of or are based upon (a) the willful misconduct or gross negligence of Indemnitor, its officers, employees and authorized agents, and (b) any breach by Indemnitor, its officers, employees or authorized agents of any term, condition, warranty, representation or any other portion of this Agreement. Indemnitor’s duties as set forth in this paragraph shall survive termination of this Agreement for any reason. (c) GSUAA will indemnify and hold GEORGIA’S OWN, its directors, officers, agents, employees, affiliates, successors, and assigns harmless from and against all liability, causes of action, and claims, and will reimburse GEORGIA’S OWN’s reasonable and actual costs in connection therewith, arising from the Trademark license granted herein or from GEORGIA’S OWN’s use of GSUAA’s Trademarks in reliance thereon. Each party shall promptly notify the other party in the manner provided herein upon learning of any claims or complaints relating to such license or the use of any GSUAA Trademarks. (c) GEORGIA’S OWN will indemnify and hold GSUAA, its directors, officers, agents, employees, affiliates, successors, and assigns harmless from and against all liability, causes of action, and claims, and will reimburse GSUAA’s reasonable and actual costs in connection therewith, arising from the Trademark license granted herein or from GSUAA’s use of GEORGIA’S OWN’s Trademarks in reliance thereon. Each party shall promptly notify the other party in the manner provided herein upon learning of any claims or complaints relating to such license or the use of GEORGIA’S OWN’s Trademarks. (d) For purposes of this Section, the non-breaching party shall be entitled to control the defense of any such action, including any settlement or compromise thereof, in its sole discretion. Notwithstanding the foregoing, the breaching party shall be able to participate in the defense of such action at its own cost. Any settlement, compromise or final resolution of such action shall be subject to the breaching party’s attorneys’ consent and if such settlement, compromise, or final resolution involves GSU, the Office of the Attorney General of the State of Georgia, or its designee. 6. ROYALTIES. (a) During the term of this Agreement, GEORGIA’S OWN shall pay Royalties to GSUAA for benefit of GSUAA as set forth in Schedule B, as may be amended from time to time as stated below. Except as otherwise provided in Schedule B, payment of Royalties then due shall be made within forty-five (45) days after the end of each Contract Year. (b) If at any time during the term of the Agreement any change in any card network's interchange rate(s) or similar rate(s), when measured separately or together with all other rate changes since the Agreement Effective Date, has more than a de minimis adverse impact on GEORGIA’S OWN 's business, as determined by GEORGIA’S OWN in its sole discretion ("Impact"), GEORGIA’S OWN may notify GSUAA in writing of GEORGIA’S OWN's desire to renegotiate the Royalties and any other financial terms in the Agreement to address the Impact. If, within thirty (30) business days after GSUAA's receipt of GEORGIA’S OWN 's notice, the parties have not, for whatever reason, fully executed an addendum that modifies the Royalties and other financial terms to address the Impact, GEORGIA’S OWN shall have the right to terminate this Agreement, without penalty or liability to GSUAA, upon ninety (90) days advance written notice. Notwithstanding the above, if GEORGIA’S OWN exercises its right to terminate the Agreement as set forth above, it shall remain responsible for payment of any GSUAA contracted Royalties for the then current Contract Year, such responsibility shall continue to exist following termination until payment. Page 5 of 12(c) GEORGIA’S OWN will not pay GSUAA for other services Customers and/or Credit Card Account holders obtain through GEORGIA’S OWN. It is agreed GEORGIA’S OWN owns all accounts of its members, including but not limited to all Credit Card Accounts. (d) Prior to renewal of this Agreement as described in Section 9, both GEORGIA’S OWN and GSUAA shall work in good faith to agree upon renewal terms to the Royalties to be paid to GSUAA under Schedule B to this Agreement. 7. PROGRAM ADJUSTMENTS. A summary of the current features of the Program are set forth in Schedule A (which is hereby incorporated by reference). GEORGIA’S OWN reserves the right to make periodic adjustments to the Program and its terms and features including, without limitation, the terms and conditions of all Credit Card Accounts. 8. CONFIDENTIALITY OF AGREEMENT.   The terms of this Agreement, the Mailing Lists, and any proposal, financial information, and proprietary information provided by or on behalf of one party to the other party prior to, contemporaneously with, or subsequent to, the execution of this Agreement (“Information”) are confidential as of the date of disclosure. Such Information will not be disclosed by such other party to any other person or entity, except as permitted under this Agreement or as mutually agreed in writing. GEORGIA’S OWN and GSUAA shall be permitted to disclose such Information (i) to the accountants, legal, financial, and marketing advisors, and employees as necessary for the performance of their respective duties, provided that said persons agree to treat the Information as confidential in the above-described manner and (ii) as required by law or by any governmental regulatory authority, provided that GSUAA agrees to: (a) immediately notify GEORGIA’S OWN of the existence, terms and circumstances surrounding such request; and (b) if disclosure of such Information is required or deemed advisable, reasonably cooperate with GEORGIA’S OWN if so desires to seek an order or other reliable assurance that confidential information will be protected. 9. TERM OF AGREEMENT. The initial term of this Agreement will begin on the Effective Date and end on July 31, 2019. Georgia’s Own shall be granted first right of refusal to match any offer in the event that Georgia’s Own and GSUAA are unable to reach an acceptable term pursuit to section 6(d) and GSUAA allows other to bid on the GSUAA affinity program. Notwithstanding the above, GSUAA and GEORGIA’s OWN may extend the Term of this Agreement at any time upon written agreement of the parties. 10. GOVERNING LAW. This Agreement shall be governed and construed in accordance with the laws of the State of Georgia (without regard to its conflict of laws principles), Any disputes regarding this Agreement shall be within the jurisdiction of the state courts of Fulton County, Georgia. If legal action is necessary to enforce this Agreement or collect any amounts owing under this Agreement, the prevailing party has the right, subject to applicable law, to payment by the other party of all attorney's fees and costs, including fees on any appeal and any post-judgment collection actions; provided, such fees and costs are so ordered by a court of competent jurisdiction. The parties agree that such legal action shall be filed and heard exclusively in the state courts of Fulton County Georgia, except as prohibited by applicable law. Il, TERMINATION.   Page 6 of 12(a) In the event of any material breach of this Agreement by GEORGIA’S OWN or GSUAA, the other party may terminate this Agreement by giving notice, as provided herein, to the breaching party, This notice shall (i) describe the material breach, and (ii) state the party’s intention to terminate this Agreement. If the breaching party does not cure or substantially cure such breach within thirty (30) days after receipt of notice, as provided herein (the “Cure Period”), then this Agreement shall terminate thirty (30) days after the cure Period. For purposes of this paragraph, a material breach specifically includes, but is not limited to, a party’s failure to fulfill its responsibilities, as stated in Sections 2 and 3, respectively. (b) If either GEORGIA’S OWN or GSUAA becomes insolvent in that its liabilities exceed its assets, or is adjudicated insolvent, or takes advantage of or is subject to any insolvency proceeding, or makes an assignment for the benefit of creditors or is subject to receivership, conservatorship, or liquidation, then the other party may immediately terminate this Agreement. (c) Upon termination of this Agreement, GEORGIA’S OWN shall, in a manner consistent with Section 11(d) of this Agreement, cease to use the Trademarks. GEORGIA’S OWN agrees that upon such termination it will not claim any right, title, or interest in or to the Trademarks or to the Mailing Lists provided pursuant to this Agreement. However, GEORGIA’S OWN may conclude all solicitation that is required by law. (d) GEORGIA’S OWN shall have the right to prior review and approval of any notice in connection with, relating or referring to the termination of this Agreement communicated by GSUAA to the Members. Such notice shall be factually accurate, and GEORGIA’S OWN’s approval shall be limited to remarks that could be considered disparaging to GEORGIA’S OWN, its affiliates, the Program, or the Agreement. Upon termination of this Agreement, GSUAA shall not attempt to cause the removal of GSUAA’s identification or Trademarks from any person’s credit cards, credit devices, checks or records of any customer existing as of the effective date of termination of this Agreement. (e) For a one (1) year period following the termination of this Agreement for any reason, GSUAA agrees that the GSUAA shall not, by itself or in conjunction with others, directly or indirectly, specifically target any offer of a credit or charge card, or a credit or charge card related product to persons who were Customers, Notwithstanding the foregoing, GSUAA may, after termination of this Agreement, offer persons who were Customers the opportunity to participate in another credit or charge card program endorsed by the GSUAA provided the opportunity is not only made available to such persons but rather as a part of a general solicitation to all Members and provided further no such persons are directly or indirectly identified as a customer of GEORGIA’S OWN, or offered any terms or incentives different from that offered to all Members. (f) In the event that a material change in any applicable law, statute, operating rule or regulation, or any material change in any operating rule or regulation of either VISA or MasterCard makes the continued performance of this Agreement under the then-current terms and conditions unduly burdensome, GEORGIA’S OWN shall have the right to terminate this Agreement upon ninety (90) days advance written notice. Such written notice shall include an explanation of the burden imposed as a result of such change. Notwithstanding the above, if GEORGIA’S OWN exercises its right to terminate the Agreement as set forth above, it shall remain responsible for payment of any GSUAA contracted Royalties for the then current Contract Year, such responsibility shall continue to exist following termination until payment. 12. MISCELLANEOUS. (a) This Agreement cannot be amended except by written agreement signed by the authorized agents of both parties hereto. Page 7 of 12(b) The obligations in Sections 5, 8, 11(c), 11(d) and 11(f) shall survive any termination of this Agreement. (c) The failure of any party to exercise any rights under this Agreement shall not be deemed a waiver of such right or any other rights. Waiver by either party of any breach or default by the other party of the terms of this Agreement shall not be deemed to nor shall the same constitute a waiver of any subsequent breach or default by the other party. (d) The section captions are inserted only for convenience and are in no way to be construed as part of this Agreement. (e) If any part of this Agreement shall for any reason be found or held invalid or unenforceable by any court or governmental agency of competent jurisdiction, such invalidity or unenforceability shall not affect the remainder of this Agreement which shall survive and be construed as if such invalid or unenforceable part had not been contained herein. (f) All notices relating to this Agreement shall be in writing and shall be deemed given (i) upon receipt by hand delivery, facsimile, or overnight courier, or (ii) three (3) business days after mailing by registered or certified mail, postage prepaid, return receipt requested. All notices shall be addressed as follows: (1) Ifto GSUAA: Georgia State University Alumni Association, Inc. 60 Piedmont Ave NE Atlanta, GA 30303 Fax: 404.413.1444 ATTENTION: Christina Million With a Copy to: Kerry Heyward, Esq. University Attorney Georgia State University 10 Park Place South, Suite 510 Atlanta, Georgia 30303 (2) If to GEORGIA’S OWN: Georgia’s Own Credit Union 1155 Peachtree Street, Suite 400 Atlanta, GA 30309 Fax: 404.253.9750 ATTENTION: Tyrone Burke Any party may change the address to which communications are to be sent by giving notice, as provided herein, of such change of address. (g) GEORGIA’S OWN and GSUAA are not agents, representatives, or employees of each other, and neither party shall have the power to obligate or bind the other in any manner except as otherwise expressly provided by this Agreement. Both parties are and shall be independent contractors with respect to the terms, provisions and operation of this Agreement. Nothing contained herein and no act done pursuant to this Page 8 of 12Agreement is intended to or shall be construed to create a partnership, joint venture, employment, principal- agent, or similar relationship between GEORGIA’S OWN and GSUAA. (h) Neither party may assign this Agreement or any rights or obligations hereunder without the written consent of the other party. (i) This Agreement shall be binding upon and is an agreement only by and between GEORGIA’S OWN and GSUAA and their successors and assigns as permitted by this Agreement. No other person or party shall be a beneficiary hereof or have any rights hereunder, and no rights or remedies are conferred by this Agreement upon any other person or party. (i) This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. (k) Neither party shall be in breach hereunder by reason of its delay in the performance of or failure to perform any of its obligations herein if such delay or failure is caused by strikes, acts of God or the public enemy, riots, incendiaries, interference by civil or military authorities, compliance with governmental laws, rules, regulations, delays in transit or delivery, or any event beyond its reasonable control or without its fault or negligence. (1) This Agreement contains the entire agreement of the parties with respect to the matters covered herein and supersedes all prior promises and agreements, written or oral, with respect to the matters covered herein. Each of the parties acknowledges that it has not executed this Agreement in reliance upon any promise, representation, or warranty not contained herein. IN WITNESS WHEREOF, each of the parties, by its representatives, has executed this Agreement as of the Effective Date. GEORGIA STATE UNIVERSITY GEO! GIA’S a CREDIT UNION ne A ASS aC lA 2 Mella G. “SGSUAA”) (? ‘GRO GIA'S CM. — By: 4 We le ae ea CA. mie Print Naini Ae Carmen Title: AVP-ALLIMAI] , VERE CLIVE DECI ASocATaITitle: Wien Date: O8-O/-| Date: Jf jo. staf i     Acknowledged and Agreed Upon by: BOARD OF REGENTS OF THE UNIVERSITY SYSTEM OF GEORGIA BY AND ON BEHALF OF GEORGIA STATE UNIVERSITY    By: Print Name: Wee Rec br;CCe Title: Sye- 2A Date: TI SSPE     Page 9 of 12SCHEDULE A TERMS AND FEATURES   Subject to (i) GEORGIA’s OWN’s right to vary the Program and its terms and features, and (ii) the applicable agreement entered into between GEORGIA’S OWN and each Customer: A, CREDIT CARD ACCOUNTS   1GSU Affinity Platinum | GSU Affinity Student                     Minimum: $500 Minimum: $200 CRED Tas Maximum: $30,000 Maximum: $5,000 INTEREST RATE |As low as 9.99% APR As low as 12.99% APR ANNUAL FEE None None BALANSE None None TRANSFER FEE CASH ADVANCE FEE 3% 2% V : OVER THE LIMIT Up to $15 Up to $15 FEE LATE FEE Up to $30 Up to $20 RETURNED SATMENTLEEE Up to $30 Up to $20   MINIMUM 2% of outstanding balance | 2% of outstanding balance or PAYMENT or $25, whichever is greater $10, whichever is greater     SCORECARD 1 Point per $1; House- 1 Point per $1; House-holding REWARDS holding w/ Debit card w/ Debit card ACCOUNT Home Banking Home Banking ACCESS Teletalk/Plus Teletalk/Plus   Auto Rental Insurance Emergency Card ADDITIONAL Replacement SERVIES & Emergency Cash BENEFITS Extended Warranty Service Personal ID Theft Travel Accident Insurance Auto Rental Insurance Emergency Card Replacement Emergency Cash Extended Warranty Service Personal ID Theft Travel Accident Insurance           Page 10 of 12SCHEDULE B ROYALTY AND FEE ARRANGEMENT   ROYALTIES: During the initial term of this Agreement, GEORGIA’S OWN will pay to GSUAA for benefit of GSU a Royalty calculated as follows, for those Credit Card Accounts with active charging privileges. All Royalty payments dues hereunder are subject to adjustment by GEORGIA’S OWN for any prior overpayment or underpayment of Royalties by GEORGIA’S OWN: I. 1.00% (one hundred basis points) of the annual net Interchange income directly generated by Customer use of a Credit Card Account. This excludes transactions that (1) relate to refunds, returns and/or unauthorized transactions, and/or (2) are cash equivalent transactions (e.g., the purchase of wire transfers, money orders, bets, lottery tickets, or casino gaming chips). OTHER FEES AND COSTS:   1. GEORGIA’S OWN shall pay GSUAA $100,000 per year during the Agreement term. 2. Beginning in Year 3 of the Agreement term, GEORGIA’S OWN shall pay GSUAA a $50,000 bonus per year if the number of active Credit Card Accounts of members on supplied Alumni list exceeds the following minimum thresholds: (a) Year 3 (August 2016 — July 2017): > 3,000 active Credit Card Accounts, (b) Year 4 (August 2017 — July 2018): > 4,000 active Credit Card Accounts. (¢) Year 5 (August 2018 — July 2019): > 5,000 active Credit Card Accounts. Page 11 of 12SCHEDULE C LICENSED TRADEMARKS During the term of this Agreement, or any extension or renewal thereof, and subject to the terms and conditions of the Agreement, the GSUAA’s Trademarks, as defined in Section !(j) of the Agreement shall consist of the following:         (SSTATE ALUMNI     Oy GeorgiaState University. Gy Page 12 of 12December 9, 2014 Tyrone Burke Georgia’s Own Credit Union 1155 Peachtree Street, Suite 400 Atlanta, Georgia 30309 Re: Affinity Credit Card Agreement (“Agreement”) by and among the Georgia State University Alumni Association, Inc. (“GSUAA”), the Board of Regents of the University System of Georgia by and on behalf of Georgia State University (“GSU”) and Georgia’s Own Credit Union ("'Georgia’s Own”), effective August 1, 2014 (“Effective Date”) — First Amendment. Dear Tyrone: This First Amendment is made and entered into this 9th day of December, 2014 (“First Amendment Effective Date”). Pursuant to Section 12(a) of the above-mentioned Agreement, the parties hereto agree to amend the Agreement as follows: Section 6(a) of the Agreement shall be amended by deleting Section 6 of the Agreement and replacing it with the following language: 6. ROYALTIES. (a) During the term of this Agreement, GEORGIA 'S OWN shall pay Royalties to GSUAA for benefit of GSUAA as set forth in Schedule B, as may be amended from time to time as stated below. Except as otherwise provided in Schedule B, payment of Royalties then due shall be made within forty-five (45) days after the end of each fiscal quarter during each Contract Year, Notwithstanding any provision of this Agreement to the contrary, and except as otherwise prohibited under Sections 6(b), I1(a), and 11@) of this Agreement, such obligation of GEORGIA’S OWN to make such Royalties payments shall survive any termination or expiration of this Agreement. Section 11(a) of the Agreement shall be amended by adding the following language to the end of the Section: Notwithstanding any provision to the contrary in this Agreement, in the event of a termination of this Agreement pursuant to this Section I I(a), and whereby the breaching party is GSUAA, GEORGIA’S OWN shall only pay Royalties on a pro-rata basis (based on the applicable quarterly payment due) through the date of termination. Schedule B of the Agreement shall be amended by deleting the “Other Fees and Costs Section” and replacing it with the following language: OTHER FEES AND COSTS:   1. GEORGIA'S OWN shall pay GSUAA $100,000 per year during the Agreement term, payable in quarterly installments within forty-five (45) days after the end of each fiscal quarter during each Contract Year. 2, Beginning in Year 3 of the Agreement term, GEORGIA'S. OWN shall pay-GSUAA a $50,000 bonus per year if the number of active Credit Card Accounts of members on supplied Alumni list exceeds the following minimum thresholds: (a) Year 3 (August 2016 — July 201 7): > 3,000 active Credit Card Accounts. (b) Year 4 (August 2017 — July 2018): > 4,000 active Credit Card Accounts. Page 1 of 2(co) Year 5 (August 2018 — July 2019): > 5,000 active Credit Card Accounts. Such annual bonus shall be made within forty-five (45) days after the end of each applicable Contract Year. Notwithstanding any provision of this Agreement to the contrary, and except as otherwise prohibited under Sections 6(b), 11(a), and 11) of this Agreement, such obligation of GEORGIA 'S OWN to make such bonus payments shall survive any termination or expiration of this Agreement. It is understood by the parties that all other terms and conditions of the original Agreement shall remain in full force and effect. This First Amendment may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. If the terms of this letter are acceptable, please indicate your acceptance as of the First Amendment Effective Date by signing in the space provided below and returning a fully-executed copy to my attention. Best regards, Christina Million Executive Director Georgia State University Alumni Association, Inc. Acknowledged and Agreed Upon by: BOARD OF REGENTS OF THE UNIVERSITY GEORGIA’S OWN CREDIT UNION SYSTEM OF GEORGIA BY AND ON BEHALF (“GEORGLA’S OWN”) OF GEORGIA a (“GSU”) af esp > "| q —— . a: ‘ a By_Y «€ rint Name: WO Ays ea KrwasSe* . «© — Print Name ais! Title Wo P Dae toe’ oC NOane ' Ato, Title: = C Date: sp A faee Nee . Date: :          aye     ?     Page 2 of 2