Schedule 1 of Part E - Letters of Credit

Effective as of 31 January 2022

This Part applies to any Members that require the Letter of Credit product functionality from Contour.

1. Definitions

1.1 Interpretation. Unless otherwise defined in this Agreement, capitalised terms in this Schedule 1 of Part E shall have the following meanings:

1.1.1 “Applicable Discounts” means the applicable discounts as set forth in the Order Form;

1.1.2 “Billable Event” means a Billable Event (Documentary Credit);

1.1.3 “Cloud Services Fee” has the meaning set forth in paragraph 3.2 of this Schedule 1 of Part E;

1.1.4 “Contour Identity Fee” has the meaning set forth in paragraph 2.1 of this Schedule 1 of Part E;

1.1.5 “Month” means a calendar month;

1.1.6 “Transaction Fee” has the meaning set forth in paragraph 4.2 of this Schedule 1 of Part E; and

1.1.7 “USD” means United States Dollars.

1.2 Member will, in accordance with the provisions of Clause 9 of Part A, an Order Form and this Schedule 1 of Part E, pay the sum of the Contour Identity Fee, Cloud Services Fee (if applicable), and the Transaction Fee.

2. Contour Identity Fee

2.1 Subject to paragraph 2.2 of this Schedule 1 of Part E, the “Contour Identity Fee” for each Contour Identity purchased by the Member shall be set out and calculated using the applicable rates in the Order Form.

2.2 The Member may be eligible for Applicable Discounts as set out in the Order Form.

3. Cloud Services Fee

3.1 This paragraph 3 shall only apply to Cloud Members.

3.2 The “Cloud Services Fee” for the Cloud Services in respect of each Contour Identity used by the Member on the Platform shall set out and calculated using the applicable rates in Order Form.

4. Transaction Fees

4.1 Interpretation. Unless otherwise defined in this Agreement, capitalised terms in this paragraph 4 of this Schedule 1 shall have the following meanings:

4.1.1 The following terms shall have the meaning set forth in the UCP, except that references to “Credit” in the UCP shall be deemed to be references to “Documentary Credit” (as defined in this Schedule 1 of Part E):

(a) “Advising Bank“;

(b) “Beneficiary“;

(d) “Confirmation“;

(e) “Confirming Bank“;

(f) “Issuing Bank“; and

(g) “Nominated Bank“;

4.1.2 “Beneficiary Presentation” has the meaning set forth in paragraph 4.3.1(c) of this Schedule 1 of Part E;

4.1.3 “Beneficiary Receipt” has the meaning set forth in paragraph 4.3.1(c) of this Schedule 1 of Part E;

4.1.4 “Billable Event (Documentary Credit)“:

(a) for Bank Members, has the meaning set forth in paragraph 4.3.1 of this Schedule 1 of Part E; and

(b) for Corporate Members, has the meaning set forth in paragraph 4.4.1 of this Schedule 1 of Part E.

4.1.5 “Documentary Credit” means the credit Issued on the Platform that is irrevocable and thereby constitutes a definite undertaking of the Issuing Bank to honour a Complying Presentation;

4.1.6 “Issuance” has the meaning set forth in paragraph 4.3.1(a) of this Schedule 1 of Part E;

4.1.7 “Original Presentation” has the meaning set forth in paragraph 4.4.1(a)(i) of this Schedule 1 of Part E.

4.1.8 “Presentation“:

(a) for Bank Members, has the meaning set forth in paragraph 4.3.1(b) of this Schedule 1 of Part E; and

(b) for Corporate Members, has the meaning set forth in paragraph 4.4.1(a) of this Schedule 1 of Part E; and

4.1.9 “Presentee” means the entity receiving a Presentation;

4.1.10 “Presenter” means the entity making a Presentation; and

4.1.11 “UCP” means the latest version of the Uniform Customs and Practice for Documentary Credits.

4.2 The “Transaction Fee” for each Month shall be calculated by multiplying:

4.2.1 the actual number of Billable Events (Documentary Credit) incurred in the relevant Month as determined by Contour based on the Billing Data, by

4.2.2 the applicable Billable Event rate as specified in the Order Form, as amended from time to time in Contour’s sole discretion.

4.3 Transaction Fees for Banks. [Note: This applies to Bank Members only.]

4.3.1 Each of the following events shall be a “Billable Event (Documentary Credit)“:

(a) “Issuance” – the issuance of a Documentary Credit by an Issuing Bank on the Platform:

(i) whether or not that Documentary Credit is subsequently: (i) Advised by an Advising Bank; (ii) subject to a Confirmation by a Confirming Bank; (iii) subject to a Presentation and/or a Complying Presentation; or (iv) subject to any amendments or cancellation; and

(ii) provided that the subsequent issuance of an amended version of that Documentary Credit by that Issuing Bank shall not be considered to be a separate Billable Event (Documentary Credit).

(b) “Presentation” – the forwarding of documents and/or electronic records under a Documentary Credit by the Member acting as Presenter to an Advising Bank, Confirming Bank, Issuing Bank or Nominated Bank:

(i) provided that each Presentation in respect of a Documentary Credit shall be a separate Billable Event (Documentary Credit) payable by the applicable Presenter, and each Presentation submitted by the Member in respect of a Documentary Credit with multiple Presentations shall be a separate Billable Event (Documentary Credit);

(ii) provided that each re-forwarding or resubmission of a Presentation that is returned to the Member shall be a separate Billable Event (Documentary Credit); and

(iii) provided that, subject to paragraph 4.3.1(b)(ii) of this Schedule 1 of Part E, a Member who acts in multiple capacities in respect of a Documentary Credit and thereby submits multiple Presentations in respect of a particular Documentary Credit (including the situation where the Member is the Advising Bank and the Nominated Bank) shall only incur one Billable Event (Documentary Credit) in respect of all such Presentations.

(c) “Beneficiary Receipt” – the receipt by an Issuing Bank of a Beneficiary Presentation, where “Beneficiary Presentation” means the forwarding of documents and/or electronic records under a Documentary Credit by a Beneficiary directly to the Issuing Bank.

4.4 Transaction Fees for Corporates. [Note: This applies to Corporate Members only.]

4.4.1 Each of the following events shall be a “Billable Event (Documentary Credit)“:

(a) “Presentation” – the forwarding of documents and/or electronic records under a Documentary Credit by the Member who is a Beneficiary acting as Presenter to an Advising Bank, Confirming Bank, Issuing Bank or Nominated Bank:

(i) provided that only the first Presentation of a unique Presentation (as identified by a separate identity number allocated on the Platform) (the “Original Presentation“) shall be a Billable Event (Documentary Credit), and each re-forwarding or resubmission of that Original Presentation that is returned to the Member shall not be a separate Billable Event (Documentary Credit); and

(ii) provided that each Original Presentation submitted by the Member in respect of a Documentary Credit with multiple Original Presentations shall be a separate Billable Event (Documentary Credit).

4.5 Changes to Billable Event rate. Notwithstanding any other obligation under this Agreement, Contour retains the discretion to adjust the Billable Event rate from time to time, upon notification to the Member, to reflect changes in the operating environment, capped at a maximum of ten percent (10%) of the original Billable Event rate.

5. Invoicing and Payments

5.1 Contour will invoice the Member for the Fees in accordance with this paragraph 5 of this Schedule 1, Part E.

5.2 Contour shall provide the Member with an invoice for each Order Form setting out the sum of the Contour Identity Fee and the Cloud Services Fee:

5.2.1 for the Order Form Term, on the Order Form Billing Date; and

5.2.2 for each subsequent Renewal Term, on the first (and any subsequent) anniversary of the Order Form Billing Date.

5.3 Contour shall provide the Member with invoices for the Transaction Fee in respect of each Order Form on a Monthly basis in arrears within 14 days of the end of each Month. Each such invoice shall include a list of the Billable Events incurred by the Member in the prior Month.