Each Outside Director will be paid an annual cash retainer of $40,000. There are no per-meeting attendance fees for attending Board meetings. This cash compensation will be paid quarterly in arrears on a prorated basis.

Commencing at the beginning of the first calendar quarter following the effective date, each Non-Employee Director will receive the cash compensation set forth below for service on the Board. The annual cash compensation amounts will be payable in arrears following the end of each quarter in which the service occurred, pro-rated for any partial months of service. All annual cash fees are vested upon payment.

Each Director that is not an employee of the Company or any of its affiliates (each, a “Non-Employee Director”) shall receive the following annual cash retainer fees (collectively, the “Cash Retainer Fees”) based on his or her service as a Director, Chair of a Committee and/or member of a Committee:

For Eligible Directors who make an Annual Deferred Cash Election, the Company will establish a bookkeeping account for cash deferred for that Plan Year (an “Annual Deferred Cash Account”) and will credit to the Annual Deferred Cash Account the amount of the Eligible Fees earned and deferred by him/her as of the date such fees would normally be payable by the Company (the “Credit Date”). Amounts credited to an Eligible Director’s Annual Deferred Cash Account will be adjusted for gains and/or losses to the same extent that equal amounts would have been adjusted if they had been invested in one or more notional investments designated by the Company. The use of notional investments herein is solely as a device for computing the amount of benefits to be paid under the Plan, and the Company shall not be required to purchase such investments.

A Non-Employee Director who is (i) the chair of the Audit Committee receives an additional annual cash fee of $20,000, (ii) the chair of the Compensation Committee receives an additional annual cash fee of $12,500, and (iii) the chair of the Corporate Governance and Nominating Committee receives an additional annual cash fee of $7,500. The Non-Employee Director may also elect to be paid in whole or in part in the form of additional restricted stock units and/or stock options. Such cash Chair Fees will be paid in quarterly installments.

Each Non-Employee Director who serves as a lead director or chairman of a committee of the Board will be paid additional annual cash fees as follows:

Fees. The Service Provider shall charge the Company on an hourly basis according to the hourly rates agreed by the Parties, from time to time, to account for each hour that any Contract Employee performs services to the Company or its customers, as the case may be, (the “Fees”). The Service Provider shall require each Contract Employee working on matters for the Company to document the hours worked on such matters and, by the close of business on the last day of each calendar month, to report the total hours worked for the Company during the prior month to the Service Provider and the Company. The Company further agrees to reimburse the Service Provider for all other direct costs or out of pocket expenses incurred in connection with the rendering of such services; provided, that, appropriate documentation of any such expenses and any pre-approval for expenses over US$500 are provided to the Company. The Service Provider shall then present the Company with an invoice for the total Fees on (or the next business day following) the last day of each month, or as otherwise mutually agreed upon by the Company and the Service Provider. The parties agree that fees are to be updated on a semi-annual basis by the Service Provider with the written consent of the Company. Any outstanding Fees shall be payable in arrears within thirty (30) days of terminating this Agreement.

Fees. No Defaulting Lender shall be entitled to receive any fee payable under [Section 2.09(a)] for any period during which that Lender is a Defaulting Lender (and the Borrower shall not be required to pay any such fee that otherwise would have been required to have been paid to that Defaulting Lender).

Fees. Purchaser does not charge interest, late fees, or broker fees. Purchaser purchases the Future Receivables at a discount. A setup fee in the amount of 3% will be paid by Merchant to Purchaser at the time of sale via setoff against the Purchase Price. This setup fee covers the costs incurred by Purchaser as a result of underwriting, evaluating and analyzing Merchant’s business, pursuant to Merchant’s request.

Fees. All fees required to be paid on the Effective Date shall have been paid.