Exhibit
10.5


 








 


Libertas
Funding LLC


382
Greenwich Avenue Suite 2 Second Floor, Greenwich, CT 06380


 


AGREEMENT
OF SALE OF FUTURE RECEIPTS


 


This
AGREEMENT OF SALE OF FUTURE RECEIVABLES (this “Agreement”) dated as of 02/24/2020, is made by
and between Libertas Funding LLC, a Connecticut Limited Liability Company as purchaser (“Purchaser”),
the merchant whose name, address and other pertinent information is set forth below, as seller (“Merchant”),
and the individual owner/guarantor of the Merchant whose name, address and other pertinent information are set forth below
(“Guarantor”).


 


Merchant
Information (see addendum)


 


	Merchant
    Legal Name: VYSTAR CORPORATION, et al.	DBA
    Name: Rotmans
	Entity
    Type: Corporation	FEIN:
    ************
	State
    Of Incorporation: MA	Bank
    Name: *****
	Address:
    XXXXXXXXXXXXXXXXXXX	Phone:
    XXXXXXXX


 


OWNER
INFORMATION (referred to individually or collectively as the (“Owner”))


 


	Name
                                         of Owner Guarantor 1:

         

        Stephen
        Rotman
	 

         

        Cell
        Phone: XXXXXXXX
	 

         

        Social
        Security #: ***********

	Home
    Address: XXXXXXXXXXXXXXX	City/State:*****	Zip
    Code: *****
	Ownership
    %: N/A	Email:
    XXXXXXXXXXXXXX	 


 


Background


 


WHEREAS,
Merchant is an entity engaged in the business that it currently conducts and is willing to sell to Purchaser a certain portion
of Merchant’s future receivables (such portion, the “Sold Future Receipts”); and


 


WHEREAS,
Purchaser is an entity engaged in the business of purchasing future receivables and is willing to purchase from Merchant the Sold
Future Receipts; and


 


WHEREAS,
Guarantor is an individual who, as an owner, officer or manager of Merchant, will derive substantial benefit from Merchant selling
the Sold Future Receipts to Purchaser and who is willing to guaranty to Purchaser Merchant’s performance in accordance with
the provisions of this Agreement.


 


NOW,
THEREFORE, for good and valuable consideration, the mutual receipt of which and sufficiency is hereby acknowledged, the parties
to this Agreement agree to the foregoing and as follows.


 


KEY
BUSINESS TERMS AND DEFINITIONS:


 


	Sold
    Amount of Future Receipts	 	 

        

        $1,089,000.00
	 	 

        

        The
        dollar value of the Sold Future Receipts that Merchant agrees to sell to Purchaser.

	 	 	 	 	 
	Purchase
    Price	 	$825,000.00	 	The
    total amount that Purchaser agrees to pay for the Sold Amount of Future Receipts.
	 	 	 	 	 
	

        Future
        Receipts
	 	

        $2,325,962.35
	 	All
    sums due to Merchant by its customers/clients/vendees as payment for the Merchant’s sale of goods and services in the
    ordinary course of Merchant’s entities from and after the date when the Purchase Price is paid to Merchant irrespectively
    of how such sums is paid over and delivered to Merchant (in the form of cash, check, credit, credit card charge, debit card
    payment, ACH or any other form of funds transfer or payment.)
	 	 	 	 	 
	Direct
    Payments to Third Parties/Renewals	 	 

        N/A
	 	 

        

        Paid
        to Purchaser and/or Other Funders.



 




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	Total
    Amount Sent to Merchant	 	

        $808,500.00
	 	

        Net
        of Discount and Direct Payments to 3rd Parties:

	 	 	 	 	 
	Specified
    Percentage	 	

        20%
	 	An
    agreed upon percentage of the Weekly Future Receipts that Merchant shall deliver to Purchaser until the entire Sold Amount
    of Future Receipts is delivered to Purchaser in accordance with this Agreement.
	 	 	 	 	 
	Discount
    Factor	 	1.32	 	The
    risk adjustment to the Amount Sold that determines the Futures Receivables Discount
	 	 	 	 	 
	

        Weekly
        Delivery
	 	

        $28,809.55
	 	A
    dollar amount that Merchant and Purchaser agree to be a good faith approximation of the Specified Percentage of Weekly Future
    Receipts as of the date of this Agreement, based upon the information provided by Merchant to Purchaser concerning Merchant’s
    most recent accounts receivables.
	 	 	 	 	 
	Origination
                                         Fees
	 	$16,500.00
	 	The
    amount Purchaser will withhold from the Purchase Price which represents the due diligence and costs of the Purchaser in performing
    its analysis for this agreement.
	 	 	 	 	 
	

        Early
        Delivery Discount
	 	1.15
                                         @ 1 month(s)

        1.17
        @ 2 month(s)

        1.19
        @ 3 month(s)

        1.21
        @ 4 month(s)

        1.23
        @ 5 month(s)
	 	

        Discount
        Paid to Merchant for delivering Future Receivables Early

	 	 	 	 	 
	Estimated
    Term of this Agreement	 	

        9
        Months
	 	

        The
        estimated Term of this Agreement is the period commencing on the date when the Purchase Price is paid to Merchant (the
        “Commencement Date”) and expiring on the date when the Sold Amount of Future Receipts is delivered
        to Purchaser in full.

	 	 	 	 	 
	

        Business
        Day
	 		 	Monday
    through Friday during the Term of this Agreement except the days when the banking institutions in the state where the Merchant’s
    business is located are closed for holidays and do not process ACH transfers.


 


Note:
The bold type terms in the tables above and below shall constitute defined terms with respect to this Agreement. PLEASE NOTE THAT
THE PURCHASER WILL NOT REMIT MORE THAN THE EXPECTED WEEKLY REMITTANCE PER DAY WITHOUT THE CONSENT OF THE MERCHANT.


 


		I.	SALE
                                         OF FUTURE RECEIPTS; PAYMENT OF PURCHASE PRICE:



 


		1.	Sale
                                         of Future Receipts. Merchant hereby sells, assigns, transfers and conveys (hereinafter,
                                         the “Sale”) unto Purchaser all of Merchant’s right, title and
                                         interest in to the Specified Percentage of the Future Receipts until the Sold Amount
                                         of Future Receipts is delivered by Merchant to Purchaser; to have and hold the same unto
                                         Purchaser, its successors and assigns, until balance paid in full. This Sale of the Sold
                                         Future Receipts is made without express or implied warranty to Purchaser of collectability
                                         of the Sold Future Receipts by Purchaser and without recourse against Merchant except
                                         as specifically set forth in this Agreement. By virtue of this Agreement, Merchant transfers
                                         to Purchaser full and complete ownership of the Sold Future Receipts and Merchant retains
                                         no legal or equitable interest therein.



 


		2.	Payment
                                         of Purchase Price.



 


		a.	In
                                         consideration of the transfer by Merchant to Purchaser of the Sold Future Receipts, Purchaser
                                         agrees to pay to Merchant the Purchase Price; subject to the immediately following subsection
                                         (b) and the satisfactory completion of Purchaser’s due diligence (in its discretion),
                                         the Purchase Price shall be turned over and delivered to Merchant immediately after the
                                         date of this Agreement.



 


		b.	In
                                         the event as of the date when Purchaser shall deliver to Merchant the Purchase Price,
                                         Merchant shall have owed to Purchaser a certain amount of debt unrelated to his Agreement
                                         or certain sums pursuant to this Agreement including without limitation any and all origination
                                         fees. (the sum of all such prior obligations of Merchant to Purchaser, the “Prior
                                         Debt”) Merchant hereby grants Purchaser the right to withhold from the Purchase
                                         Price to be delivered to Merchant pursuant to subparagraph (a) above, the amount of the
                                         Prior Debt in full satisfaction thereof. Furthermore, Merchant agrees that delivery to
                                         the Merchant of the Purchase Price reduced by the amount of the Prior Debt shall not
                                         be deemed to be Purchaser’s breach of its obligations under this Agreement and
                                         such reduction shall not in any way or form shall modify or reduce Merchant’s obligations
                                         under this Agreement.



 


		c.	In
                                         the event the amount of the Purchase Price is reduced by the amount of Prior Debt, any
                                         and all references in this Agreement to the Purchase Price shall mean “the Purchase
                                         Price as reduced by the Prior Debt, if any.”



 


		II.	DELIVERY
                                         OF SOLD AMOUNT OF FUTURE RECEIPTS:



 


		3.	Weekly
                                         Deliveries. The Sold Amount of Future Receipts shall be delivered to Purchaser
                                         in equal amounts of Weekly Delivery. The Weekly Deliveries shall be made once each week
                                         on the same Business Day starting on the Commencement Date, which is the date in which
                                         the Purchaser sets forth that Weekly Deliveries are scheduled to begin. It should be
                                         noted that the Commencement Date shall be established by the Purchaser and shall be with
                                         no later than 15 days following the date in which the Purchase Price (less the Origination
                                         Fees) are sent to the Merchant. The amount of the Weekly Delivery is subject to Merchant’s
                                         right for adjustment and/or reconciliation set forth in this Agreement. The last Weekly
                                         Delivery shall be made when the Sold Amount of Future Receipts and other amounts due
                                         to Purchaser under this Agreement (if any) are delivered to Purchaser in full.



 




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		4.	Method
                                         of Delivery of Sold Amount of Future Receipts. Purchaser shall have the right,
                                         at its sole and absolute discretion, to choose among the following three methods of delivery
                                         of the Weekly Delivery to Purchaser:



 


		a.	Directly
                                         from the Merchant’s Approved Bank Account (as such term is defined below) by weekly
                                         debiting the amount of Weekly Delivery via ACH debit (“Direct Debit”);
                                         or



 


		b.	From
                                         the Merchant’s Approved Credit Card Processor (as such term is defined below) by
                                         instructing such Approved Credit Card Processor to remit weekly the amount of Weekly
                                         Delivery to Purchaser (“Credit Card Split”); or



 


		c.	From
                                         a special bank account established jointly by Purchaser and Merchant whereby all Future
                                         Receipts shall be deposited into such bank account during the term of this Agreement
                                         in accordance with a lockbox arrangement among Merchant, Purchaser and a banking institution
                                         chosen by Purchaser and Purchaser weekly debiting the amount of Weekly Delivery from
                                         such bank account (the “Lockbox Arrangement”). At any time during
                                         the term of this Agreement, Purchaser may change the method by which it will accept the
                                         Weekly Delivery by providing Merchant with written instructions of a new method of delivery
                                         of Weekly Delivery to Purchaser.



 


		5.	Approved
Bank Account and Credit Card Processor. During the term of this Agreement, Merchant shall: (i) deposit all Future Receipts
into one (and only one) bank account which bank account shall be preapproved by Purchaser (the “Approved Bank Account”),
(ii) use one (and only one) credit card processor which processor shall be preapproved by Purchaser (the “Approved Credit
Card Processor”) and (iii) deposit all credit card receipts into the Approved Bank Account. In the event the Approved
Bank Account or Approved Credit Card Processor shall become unavailable or shall cease providing services to Merchant during the
term of this Agreement, prior to the first date of such unavailability or cessation of services, Merchant shall arrange for another
Approved Bank Account or Approved Credit Card Processor, as the case may be. Account Number: ____________________________________
Routing Number: _________________________________



 


		6.	Authorization
                                         of Direct Debit, Credit Card Split and Lockbox Arrangement.



 


		a.	Merchant
                                         hereby authorizes Purchaser to initiate Direct Debit by way of electronic checks or ACH
                                         debits from the Approved Bank Account in the amount of Weekly Delivery each Business
                                         Day until Purchaser receive the full Sold Amount of Future Receipts; Merchant shall provide
                                         Purchaser with all access code(s) for the Approved Bank Account.



 


		b.	Merchant
                                         hereby authorizes Purchaser to initiate Credit Card Split by making the necessary arrangement
                                         with the Approved Credit Card Processor for remittance of the Weekly Delivery each Business
                                         Day until the Purchaser receives the full Sold Amount of Future Receipts; Merchant shall
                                         provide Purchaser with all access code(s) for the Approved Credit Card Processor.



 


		c.	Merchant
                                         hereby authorizes Purchaser to initiate a Lockbox Arrangement and to instruct Merchant’s
                                         Approved Credit Card Processor and Merchant’s invoiced customers/clients/vendees
                                         to deposit all sums due to Merchant from each of those parties directly to the special
                                         bank account established in accordance with the Lockbox Arrangement; If required, Merchant
                                         shall enter into a lockbox agreement with Purchaser and the banking institution chosen
                                         by Purchaser for the purpose of establishing such bank account.



 


		7.	Third
                                         Party Appointment and Authorization. By signing below, Merchant acknowledges
                                         that the Purchaser may, at any time, at Purchaser’s sole discretion, and without
                                         prior notice, appoint a third party, including but not limited to its wholly owned subsidiaries,
                                         including, without limitation, Kinetic Direct Funding, LLC. (herein referred to as the
                                         “Servicing Agent”) to perform any, or all, of the actions authorized by the
                                         ACH Authorization and the Agreement. Merchant further agrees and acknowledges that Servicing
                                         Agent shall have all of the same rights, responsibilities, and authorizations granted
                                         to Purchaser by the ACH Authorization and the Agreement. For purposes of clarity, any
                                         Servicing Agent may perform any and all activities to service the Agreement, including
                                         the collection of Funds Arising from Future Receipts (as set forth above), as if it was
                                         the Purchaser.



 


		8.	Fees
                                         Associated with Debiting Approved Bank Account. It shall be Merchant’s
                                         exclusive responsibility to pay to its banking institution and/or Purchaser’s banking
                                         institution directly (or to compensate Purchaser, in case it is charged) all fees, charges
                                         and expenses incurred by either Merchant or Purchaser due to rejected electronic checks
                                         or ACH debit attempts, overdrafts or rejections by Merchant’s banking institution
                                         of the transactions contemplated by this Agreement.



 


		9.	Read Only
    Access to the Approved Bank and Credit Card Accounts. Merchant hereby agrees that during the term of this Agreement
    Purchaser shall have the right to perform ongoing read only electronic monitoring of transactions occurring in the Approved
    Bank Account and Merchant’s account with the Approved Credit Card Processor (the “Approved Credit Card Account”).
    Merchant agrees to provide Purchaser all required online access codes for the Approved Bank Account and the Approved Credit
    Card Account. If Purchaser’s electronic (online) access to Merchant’s Approved Bank Account or the Approved Credit
    Card Account is disabled for any reason, Merchant shall immediately and diligently undertake all steps required from it to
    restore Purchaser’s access to both Approved Bank Account and Approved Credit Card Account. Merchant’s failure
    to comply with the provisions of this Section 8 shall constitute Merchant’s material breach of its obligations under
    this Agreement.




 


		III.	MERCHANT’S
                                         RIGHT FOR RECONCILIATION AND ADJUSTMENT:



 


		10.	Merchant’s
                                         Right for Reconciliation of Weekly Deliveries.



 


		a.	If
                                         any time during the term of this Agreement Merchant will experience sporadic increase
                                         or decrease in its weekly receipts, Merchant shall have the right, at its sole and absolute
                                         discretion, but subject to the provisions of Section 10 below, to request retroactive
                                         reconciliation of the Merchant’s actual weekly receipts for one full calendar month
                                         immediately preceding the day when such request for reconciliation is received by Purchaser
                                         (each such calendar month, a “Reconciliation Month”).



 


		b.	Such
                                         reconciliation (the “Reconciliation”) of Merchant’s weekly receipts
                                         for a Reconciliation Month shall be performed by Purchaser within five (5) Business Days
                                         following its receipt of the Merchant’s request for reconciliation by either crediting
                                         or debiting the difference back to or from the Approved Bank Account so that the total
                                         amount debited by Purchaser from the Approved Bank Account during the Reconciliation
                                         Month at issue equal the Specific Percentage of the Future Receipts that Merchant collected
                                         during the Reconciliation Month at issue.



 




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		c.	The
                                         parties acknowledge and agree that one or more Reconciliation procedures performed by
                                         Purchaser may reduce the actual Weekly Delivery amount during the Reconciliation Month
                                         in comparison to the one set forth in preamble of this Agreement, and, as the result
                                         of such reduction, the term of this Agreement during which Purchaser will be debiting
                                         the Approved Bank Account may extend substantially.



 


		11.	Request
                                         for Reconciliation Procedure.



 


		a.	It
                                         shall be Merchant’s sole responsibility and the right hereunder to initiate Reconciliation
                                         of Merchant’s actual receipts during any Reconciliation Month by sending a request
                                         for reconciliation to Purchaser.



 


		b.	Any
                                         such request for Reconciliation of the Merchant’s weekly receipts for a specific
                                         Reconciliation Month shall be in writing, shall include a copy of Merchant’s bank
                                         statement and a credit card processing statement for the Reconciliation Month at issue,
                                         and shall be received by Purchaser via email customer.service@libertasfunding.com
                                         within five (5) Business Days after the last day of the Reconciliation Month at issue
                                         (time being of the essence as to the last day of the period during which such demand
                                         for reconciliation shall be received by Purchaser).



 


		c.	Purchaser’s
                                         receipt of Merchant’s request for Reconciliation after the expiration of the Five-Business-Day
                                         period following the last day of the Reconciliation Month for which such reconciliation
                                         is requested nullifies and makes obsolete Merchant’s request for Reconciliation
                                         for that specific Reconciliation Month.



 


		d.	Merchant
                                         shall have the right to request Reconciliation as many times during the term of this
                                         Agreement as it deems proper, and Purchaser shall comply with such request, provided
                                         that:



 


		i.	Each
                                         such request is made in accordance with the terms of this Section 10.



 


		ii.	If
                                         a request for Reconciliation is made after the expiration of the term of this Agreement
                                         and, as the result of such Reconciliation, the total amount actually debited by Purchaser
                                         from the Approved Bank Account will become less than the Sold Amount of Future Receipts,
                                         then and in such event the term of this Agreement shall automatically be extended until
                                         the time when the total amount actually debited from Approved Bank Account pursuant to
                                         this Agreement shall become equal to the Sold Amount of Future Receipts.



 


	 	iii.	In the event after
    the last day of the term of this Agreement Merchant will determine in good faith that the actual amount debited by Purchaser
    from the Approved Bank Account pursuant to this Agreement is greater than the Sold Amount of Future Receipts, then and in
    such event Merchant shall have the right to request final Reconciliation within five (5) Business Days following the expiration
    date of the term of this Agreement (time being of the essence) and Purchaser shall honor such request within five (5) Business
    Days following the day of its receipt of such request. It shall be noted that if Purchaser receives funds that it is not entitled
    to, then the Purchaser shall be required to return those funds to the Merchant without request by the Merchant for reconciliation
    as set forth above.




 


		e.	Nothing
                                         set forth in Sections 9 or 10 of this Agreement shall be deemed to provide Merchant with
                                         the right to interfere with Purchaser’s right and ability to debit the Approved
                                         Bank Account while the request for Reconciliation of Merchant’s receipts is pending
                                         or until the Sold Amount of Future Receipts is delivered to Purchaser in full.



 


		12.	Adjustment
                                         of Weekly Delivery.



 


		a.	If
                                         any time during the term of this Agreement Merchant will experience steady increase or
                                         decrease in its weekly receipts, Merchant shall have the right, at its sole and absolute
                                         discretion, but subject to the provisions of Section 12 below, to request modification
                                         (“Adjustment”) of the amount of the Weekly Delivery that Merchant
                                         is obligated to deliver weekly to Purchaser in accordance with the provisions of Section
                                         3 above. Such Adjustment shall become effective as of the date it is granted and the
                                         new adjusted amount of the Weekly Delivery (the “Adjusted Weekly Delivery”)
                                         shall replace and supersede the amount of the Weekly Delivery set forth in the preamble
                                         of this Agreement.



 


		b.	The
                                         Adjustment of the Weekly Delivery shall be performed by Purchaser within five (5) Business
                                         Days following its receipt of the Merchant’s request for Adjustment by modifying
                                         weekly amounts that shall be debited from the Approved Bank Account until the Sold Amount
                                         of Future Receipts is delivered in full. Notwithstanding anything to the contrary set
                                         forth in Sections 11 and 12 hereof, no Adjustment shall take place until and unless Reconciliation
                                         for at least one (1) Reconciliation Month takes place resulting in reduction of the total
                                         amount debited from Merchant’s Approved Bank Account during the Reconciliation
                                         Month by at least 20% in comparison to the amount that would have been debited during
                                         that month without Reconciliation.



 


		c.	The
                                         parties acknowledge and agree that one or more Adjustments performed pursuant to this
                                         Agreement may substantially extend the term of this Agreement and the period during which
                                         Purchaser will be debiting the Approved Bank Account.



 


		d.	In
                                         the event of a missed remittance of the Weekly Delivery Amount, the Merchant acknowledges
                                         Purchaser’s right to receive daily remittances equivalent to 20% of the Weekly
                                         Delivery Amount.



 


		13.	Request
                                         for Adjustment Procedure.



 


		a.	It
                                         shall be Merchant’s sole responsibility and the right to initiate the Adjustment
                                         by sending a request for Adjustment to Purchaser.



 


		b.	A
                                         request for Adjustment (an “Adjustment Request”) shall be in writing,
                                         shall include copies of: (i) Merchant’s three (3) consecutive bank statements of
                                         the Approved Bank Account and credit card processing statements immediately preceding
                                         the date of Purchaser’s receipt of the Adjustment Request, and (ii) Merchant’s
                                         bank statements and credit card processing statements previously provided by Merchant
                                         to Purchaser based upon which statements the amount of Weekly Delivery set forth in preamble
                                         to this Agreement (or the then current Adjusted Weekly Delivery, as the case may be)
                                         was determined, and shall be received by Purchaser by email at customer.service@libertasfunding.com
                                         within five (5) Business Days after the date that is the later of the last day of the
                                         latest bank statement enclosed with the Adjustment Request and the last date of the latest
                                         card processing statement enclosed with the Adjustment Request (time being of the essence
                                         as to the last day of the period during which an Adjustment Request shall be received
                                         by Purchaser).



 


		c.	Purchaser’s
                                         receipt of a Merchant’s Adjustment Request after the expiration of the above referenced
                                         Five-Business-Day period nullifies and makes obsolete such Adjustment Request.



 


		d.	Merchant
                                         shall have the right to request Adjustment of the Weekly Delivery (or Adjusted Weekly
                                         Delivery, as the case may be) as many times during the term of this Agreement as it seems
                                         proper, and Purchaser shall comply with such request, provided that:



 


		i.	Each
                                         such request for Adjustment is made in accordance with the terms of this Section 12.



 


		ii.	A
                                         request for Adjustment shall not be made after the expiration of the term of this Agreement.



 




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		e.	Nothing
                                         set forth in Sections 11 or 12 of this Agreement shall be deemed to provide Merchant
                                         with the right to interfere with Purchaser’s right and ability to debit the Approved
                                         Bank Account while the request for Adjustment is pending or until the Sold Amount of
                                         Future Receipts is delivered to Purchaser in full.



 


		IV.	RISK
                                         SHARING ACKNOWLEDGMENTS AND AGREEMENTS:



 


		14.	Both
                                         Merchant and Purchaser Acknowledge and Agree that:



 


		a.	The
                                         Sold Amount of Future Receipts represents a portion of Merchant’s Future Receipts.



 


		b.	This
                                         Agreement consummates the sale of the Sold Amount of Future Receipts at a discount, not
                                         borrowing funds by Merchant from Purchaser. Purchaser does not charge Merchant and will
                                         not collect from Merchant any interest on the monies spent on the purchase of the Sold
                                         Amount of Future Receipts. The period of time that it will take Purchaser to collect
                                         the Sold Amount of Future Receipts is not fixed, is unknown to both parties as of the
                                         date of this Agreement and will depend on how well or not well Merchant’s business
                                         will be performing following the date hereof. As an extreme example, in the event Merchant’s
                                         business ceases to exist after Purchaser’s payment of the Purchase Price and purchase
                                         of the Sold Amount of Future Receipts for reason outside Merchant’s control, Purchaser
                                         may never recover any moneys spent on such purchase without recourse.



 


		c.	The
                                         amount of the Weekly Delivery set forth in preamble to this Agreement is calculated based
                                         upon the information concerning an average amount of weekly receipts collected by Merchant’s
                                         business immediately prior to the date of this Agreement which information was provided
                                         by Merchant to Purchaser.



 


		d.	The
                                         amounts of Merchant’s future weekly receipts may increase or decrease over time.



 


		e.	If,
                                         based upon the Reconciliation and/or the Adjustment procedures described above, it will
                                         be determined that the actual weekly amounts of the Specified Percentage of the Future
                                         Receipts get reduced in comparison to the amount of the Weekly Delivery as of the date
                                         of this Agreement set forth in the preamble of this Agreement, and in comparison to the
                                         amount that both Merchant and Purchaser may have anticipated or projected because Merchant’s
                                         business has slowed down, or if the full Sold Amount of Future Receipts is not remitted
                                         because Merchant’s business went bankrupt or otherwise ceased operations in the
                                         ordinary course of business(but not due to Merchant’s willful mishandling of its
                                         business), and Merchant shall have not breached this Agreement, Merchant would not owe
                                         anything to Purchaser and would not be in breach of or in default under this Agreement.



 


		15.	Purchaser’s
                                         Risk Acknowledgments. Purchaser agrees to purchase the Sold Amount of Future
                                         Receipts knowing the risks that Merchant’s business may slow down or fail, and
                                         Purchaser hereby assumes these risks based exclusively upon the information provided
                                         to it by Merchant and related to the business operations of Merchant’ business
                                         prior to the date hereof and upon Merchant’s representations, warranties and covenants
                                         contained in this Agreement that are designed to give Purchaser a reasonable and fair
                                         opportunity to receive the benefit of its bargain. Furthermore, Purchaser hereby acknowledges
                                         and agrees that Merchant shall be excused from performing its obligations under this
                                         Agreement in the event Merchant’s business ceases its operations exclusively due
                                         to the following reasons (collectively, the “Valid Excuses”):



 


		i.	Adverse
                                         business conditions that occurred for reasons outside Merchant’s control and not
                                         due to Merchant’s willful or negligent mishandling of its business;



 


		ii.	Loss
                                         of the premises where Merchant’s business operates (but not due to Merchant’s
                                         violation of its obligations to its landlord);



 


		iii.	Bankruptcy
                                         of Merchant;



 


		iv.	Natural
                                         disasters or similar occurrences beyond Merchant’s control.



 


		16.	Not
                                         a Loan. Merchant and Purchaser agree that the Purchase Price is paid to Merchant
                                         in consideration for the ownership of the Sold Amount of Future Receipts and that payment
                                         of the Purchase Price by Purchaser is not intended to be, nor shall it be construed as,
                                         a loan from Purchaser to Merchant that requires absolute and unconditional repayment
                                         on a maturity date, and Guarantor waives any claims or defenses of usury in any action
                                         arising out of this Agreement.. To the contrary, Purchaser’s ability to receive
                                         the Sold Amount of Future Receipts pursuant to this Agreement, and the date when the
                                         Sold Amount of Future Receipts is delivered to Purchaser in full (if ever) are subject
                                         to and conditioned upon performance of Merchant’s business.



 


		V.	MERCHANT’S
                                         OBLIGATIONS, REPRESENTATIONS, WARRANTIES AND COVENANTS:



 


		17.	Merchant
                                         represents, warrants and covenants that the following statements are valid, true
                                         and correct as of the date of this Agreement and unless expressly stated otherwise shall
                                         remain valid, true and correct during the term of this Agreement:



 


		a.	Use
                                         of Purchase Price. Merchant hereby acknowledges that it fully understands that:
                                         (i) Purchaser’s ability to receive the Sold Amount of Future Receipts is contingent
                                         upon Merchant’s continued operation of its business and successful generation of
                                         the Future Receipts until the Sold Amount of Future Receipts is delivered to Purchaser
                                         in full; (ii) that in the event of decreased efficiency or total failure of Merchant’s
                                         business Purchaser’s receipt of the full or any portion of the Sold Amount of Future
                                         Receipts may be delayed indefinitely. Based upon the forgoing, Merchant agrees to use
                                         the Purchase Price exclusively for the benefit and advancement of Merchant’s business
                                         operations and for no other purpose.



 


		b.	Merchant
                                         Shall Not. During the term of this Agreement, without first obtaining Purchaser’s
                                         consent, Merchant shall not:



 


		i.	Change
                                         or close the Approved Bank Account or change or terminate the Approved Processor.



 


		ii.	Open
                                         and deposit Future Receipts into a bank account different from the Approved Bank Account.



 


		iii.	Add
                                         a credit card processor in addition to the Approved Processor.



 


		iv.	Sell
                                         Merchant’s business (as an entity or its assets) to a third party.



 


		v.	Disconnect
                                         Purchaser’s bank monitoring software.



 


		vi.	Sell
                                         Future Receipts to a third party for a term of under 12 months.



 


		vii.	Breach,
                                         or deviate from strict performance of, any and all other obligations of Merchant under
                                         this Agreement.



 




    	Page 5



     


    

 


		c.	Financial
                                         Condition and Financial Information. Merchant’s bank and financial statements,
                                         copies of which have been furnished to Purchaser, and future statements which may be
                                         furnished hereafter pursuant to this Agreement or upon Purchaser’s request, fairly
                                         represent the financial condition of Merchant as of the dates such statements are issued,
                                         and prior to execution of the Agreement there have been no material adverse changes,
                                         financial or otherwise, in such condition, operation or ownership of Merchant. Merchant
                                         has a continuing, affirmative obligation to advise Purchaser of any material adverse
                                         change in its financial condition, operation or ownership. Purchaser may request statements
                                         at any time during the term of this Agreement and Merchant shall provide them to Purchaser
                                         within Five (5) Business Days. Merchant’s failure to do so is a material breach
                                         of this Agreement.



 


		d.	Governmental
                                         Approvals. Merchant is in compliance and, during the term of this Agreement,
                                         shall be in compliance with all laws and has valid permits, authorizations and licenses
                                         to own, operate and lease its properties and to conduct the business in which it is presently
                                         engaged.



 


		e.	Good
                                         Standing. Merchant is a corporation/limited liability company/limited partnership/other
                                         type of entity that is in good standing and duly incorporated or otherwise organized
                                         and validly existing under the laws of its jurisdiction of incorporation or organization
                                         and has full power and authority necessary to carry its business as it is now being conducted.



 


		f.	Authorization.
                                         Merchant has all requisite power to execute, deliver and perform this Agreement and
                                         consummate the transactions contemplated hereunder; entering into this Agreement will
                                         not result in breach or violation of, or default under, any agreement or instrument by
                                         which Merchant is bound or any statute, rule, regulation, order or other law to which
                                         Merchant is subject, nor require the obtaining of any consent, approval, permit or license
                                         from any governmental authority having jurisdiction over Merchant. All organizational
                                         and other proceedings required to be taken by Merchant to authorize the execution, delivery
                                         and performance of this Agreement have been taken. The person signing this Agreement
                                         on behalf of Merchant has full power and authority to bind Merchant to perform its obligations
                                         under this Agreement.



 


		g.	Accounting
                                         Records and Tax Returns. Merchant will treat receipt of the Purchase Price and
                                         delivery of the Sold Future Receipts in a manner evidencing sale of its future receipts
                                         in its accounting records and tax returns and further agrees that Purchaser is entitled
                                         to audit Merchant’s accounting records upon reasonable Notice in order to verify
                                         compliance. Merchant hereby waives any rights of privacy, confidentiality or taxpayer
                                         privilege in any litigation or arbitration arising out of this Agreement in which Merchant
                                         asserts that this transaction is anything other than a sale of future receipts.



 


		h.	Taxes;
                                         Workers Compensation Insurance. Merchant will promptly pay, when due, all taxes,
                                         including without limitation, income, employment, sales and use taxes, imposed upon Merchant’s
                                         business by law, and will maintain workers compensation insurance required by applicable
                                         governmental authorities.



 


		i.	Business
                                         Insurance. Merchant will maintain general liability and business-interruption
                                         insurance naming Purchaser as loss payee and additional insured in the amounts and against
                                         risks as are satisfactory to Purchaser and shall provide Purchaser proof of such insurance
                                         upon request.



 


		j.	Electronic
                                         Check Processing Agreement. Merchant shall not change its processor, add terminals,
                                         change its financial institution or bank account(s) or take any other action that could
                                         have any adverse effect upon Merchant’s obligations or impede Purchaser’s
                                         rights under this Agreement, without Purchaser’s prior written consent.



 


		k.	No
                                         Diversion of Future Receipts. Merchant shall not allow any event to occur that
                                         would cause a diversion of any portion of Merchant’s Future Receipts from the Approved
                                         Bank Account without first obtaining Purchaser’s approval of such diversion.



 


		l.	Change
                                         of Name or Location. Merchant shall not conduct Merchant’s businesses under
                                         any name other than as disclosed to the Processor and Purchaser and will not change any
                                         of its places of business without first obtaining Purchaser’s written consent.



 


		m.	Prohibited
                                         Business Transactions: Merchant shall not: (i) transfer or sell all or substantially
                                         all of its assets without first obtaining Purchaser’s consent; or (ii) make or
                                         send notice of its intended bulk sale or transfer.



 


		n.	No
                                         Closing of Business. Merchant will not sell, dispose, transfer or otherwise convey
                                         all or substantially all of its business or assets without first: (i) obtaining the express
                                         written consent of Purchaser, and (ii) providing Purchaser with a written agreement of
                                         a purchaser or transferee of Merchant’s business or assets assuming all of Merchant’s
                                         obligations under this Agreement pursuant to documentation satisfactory to Purchaser.
                                         Merchant represents that it has no current plans to close its business either temporarily
                                         (for renovations, repairs or any other purpose), or permanently. Merchant agrees that
                                         until Purchaser shall have received all of the Sold Amount of Future Receipts, Merchant
                                         will not voluntarily close its business on a permanent or temporarily basis for renovations,
                                         repairs, or any other purposes. Notwithstanding the foregoing, Merchant shall have the
                                         right to close its business temporarily if such closing is necessitated by a requirement
                                         to conduct renovations or repairs imposed upon Merchant’s business by legal authorities
                                         having jurisdiction over Merchant’s business (such as from a health department
                                         or fire department) or if such closing is necessitated by circumstances outside Merchant’s
                                         reasonable control. Prior to any such temporary closure of its business, Merchant shall
                                         provide Purchaser ten (10) Business Days advance notice.



 


		o.	No
                                         Pending Bankruptcy. As of the date of Merchant’s execution of this Agreement,
                                         Merchant is not insolvent, has not filed, and does not contemplate filing, any petition
                                         for bankruptcy protection under Title 11 of the United States Code and there has been
                                         no involuntary bankruptcy petition brought or pending against Merchant. Merchant represents
                                         that it has not consulted with a bankruptcy attorney on the issue of filing bankruptcy
                                         within six months immediately preceding the date of this Agreement.



 


		p.	Estoppel
                                         Certificate. Merchant will at any time, and from time to time, upon at least
                                         one (1) day’s prior notice from Purchaser to Merchant, execute, acknowledge and
                                         deliver to Purchaser and/or to any other person or entity specified by Purchaser in its
                                         notice, a statement certifying that this Agreement is unmodified and in full force and
                                         effect (or, if there have been modifications, that the same is in full force and effect
                                         as modified and stating the modification(s) and stating the date(s) on which the Sold
                                         Amount of Future Receipts or any portion thereof has been delivered.



 


		q.	Working
                                         Capital Funding. Merchant shall not further encumber the Future Receipts with
                                         a funder that provides a term of less than 12 months (unless such funding represents
                                         a revolving credit line), without first obtaining written consent of Purchaser.



 


		r.	Unencumbered
                                         Future Receipts. Merchant has and will continue to have good, complete and marketable
                                         title to all Future Receipts, free and clear of any and all liabilities, liens, claims,
                                         changes, restrictions, conditions, options, rights, mortgages, security interests, equities,
                                         pledges and encumbrances of any kind or nature whatsoever or any other rights or interests
                                         other than by virtue or entering into this Agreement. Notwithstanding the foregoing,
                                         the Purchaser understands and accepts that the Merchant currently has other sources of
                                         funding and that the presence or renewal of such funding sources will not constitute
                                         a breach under this Agreement.



 


		s.	Business
                                         Purpose. Merchant is entering into this Agreement solely for business purposes
                                         and not as a consumer for personal, family or household purposes.



 


		t.	No
                                         Default Under Contracts with Third Parties. Merchant’s execution of and/or
                                         performance of its obligations under this Agreement will not cause or create an event
                                         of default by Merchant under any material contract, which Merchant is or may become a
                                         party to.



 




    	Page 6



     


    

 


		u.	Phone
                                         Recordings and Contact. Merchant agrees that any call between Merchant and Purchaser
                                         and its owners, managers, employees and agents may be recorded and/or monitored. Furthermore,
                                         Merchant acknowledges and agrees that: (i) it has an established business relationship
                                         with Purchaser, its managers, employees and agents (collectively, the “Purchaser
                                         Parties”) and that Merchant may be contacted by any of the Purchaser Parties from
                                         time-to-time regarding Merchant’s performance of its obligations under this Agreement
                                         or regarding other business transactions; (ii) it will not claim that such communications
                                         and contacts are unsolicited or inconvenient; and (iii) that any such contact may be
                                         made by any of the Purchaser Parties in person or at any phone number (including mobile
                                         phone number), email addresses, or facsimile number belonging to Merchant’s office,
                                         or its owners, managers, officers, or employees.



 


		v.	Knowledge
                                         and Experience of Decision Makers. The persons authorized to make management
                                         and financial decisions on behalf Merchant with respect to this Agreement have such knowledge,
                                         experience and skill in financial and business matters in general and with respect to
                                         transactions of a nature similar to the one contemplated by this Agreement so as to be
                                         capable of evaluating the merits and risks of, and making an informed business decision
                                         with regard to, Merchant entering into this Agreement.



 


		w.	Merchant’s
                                         Due Diligence. The person authorized to sign this Agreement on behalf of Merchant:
                                         (i) has received all information that such person deemed necessary to make an informed
                                         decision with respect to a transaction contemplated by this Agreement; and (ii) has had
                                         unrestricted opportunity to make such investigation as such person desired pertaining
                                         to the transaction contemplated by this Agreement and verify any such information furnished
                                         to him or her by Purchaser.



 


		x.	Arm-Length
                                         Transaction. The person signing this Agreement of behalf of Merchant: (a) has
                                         read and fully understands content of this Agreement; (b) has consulted to the extent
                                         he/she wished with Merchant’s own counsel in connection with the entering into
                                         this Agreement; (c) he or she has made sufficient investigation and inquiry to determine
                                         whether this Agreement is fair and reasonable to Merchant, and whether this Agreement
                                         adequately reflects his or her understanding of its terms.



 


		y.	No
                                         Reliance on Oral Representations. This Agreement contains the entire agreement
                                         between Merchant and Purchaser with respect to the subject matter of this Agreement and
                                         supersedes each course of conduct previously pursued or acquiesced in, and each oral
                                         agreement and representation previously made, by Purchaser or any of the Purchaser Parties
                                         with respect thereto (if any), whether or not relied or acted upon. No course of performance
                                         or other conduct subsequently pursued or acquiesced in, and no oral agreement or representation
                                         subsequently made, by the Purchaser Parties, whether or not relied or acted upon, and
                                         no usage of trade, whether or not relied or acted upon, shall amend this Agreement or
                                         impair or otherwise affect Merchant’s obligations pursuant to this Agreement or
                                         any rights and remedies of the parties to this Agreement.



 


		VI.	PLEDGE
                                         OF SECURITY:



 


		18.	Acknowledgment
                                         of Security Interest and Security Agreement. Only upon a default in making payments
                                         when scheduled/expected under this Agreement by the Merchant (a “Payment Default”),
                                         which Payment default is uncured for seven (7) business days,the Future Receipts sold
                                         by Merchant to Purchaser pursuant to this Agreement are “accounts” or “payment
                                         intangibles” as those terms are defined in the Uniform Commercial Code as in effect
                                         in the state in which the Merchant is located (the “UCC”) and such sale shall
                                         constitute and shall be construed and treated for all purposes as a true and complete
                                         sale, conveying good title to the Future Receipts free and clear of any liens and encumbrances,
                                         from Merchant to Purchaser. To the extent the Future Receipts are “accounts”
                                         or “payment intangibles” then (i) the sale of the Future Receipts creates
                                         a security interest as defined in the UCC; (ii) this Agreement constitutes a “security
                                         agreement” under the UCC; and (iii) Purchaser has all the rights of a secured party
                                         under the UCC with respect to such Future Receipts. Merchant further agrees that, with
                                         or without an Event of Default, Purchaser may notify account debtors, or other persons
                                         obligated on the Future Receipts, on holding the Future Receipts of Merchant’s
                                         sale of the Future Receipts and may instruct them to make payment or otherwise render
                                         performance to or for the benefit of Purchaser. Notwithstanding the foregoing, the Purchaser
                                         understands and acknowledges that the Merchant has existing financing sources/lenders
                                         that have security interest or liens on the assets of the Merchant that may have priority
                                         over the Purchaser’s lien to the extent that the Purchaser files a UCC-1 financing
                                         statement in the event of an Uncured Payment Default—this does not constitute a
                                         violation of this Agreement.



 


		19.	Financing
                                         Statements. Only upon a Payment Default that is not cured within seven (7) business
                                         days (an “Uncured Payment Default”) Merchant authorizes Purchaser to file
                                         one or more UCC-1 forms consistent with the UCC to give notice that the Sold Amount of
                                         Future Receipts is the sole property of Purchaser. The UCC filing may state that such
                                         sale is intended to be a sale and not an assignment for security and may state that Merchant
                                         is prohibited from obtaining any financing that impairs the value of the Sold Amount
                                         of Future Receipts or Purchaser’s right to collect same. Merchant authorizes Purchaser
                                         to debit the Approved Bank Account for all costs incurred by Purchaser associated with
                                         the filing, amendment or termination of any UCC filings.



 


		20.	Security.
                                         Only upon an Uncured Payment Default, as security for the prompt and complete performance
                                         of any and all liabilities, obligations, covenants or agreements of Merchant under this
                                         Agreement, now or hereafter arising from, out of or relating to this Agreement, whether
                                         direct, indirect, contingent or otherwise (hereinafter referred to collectively as the
                                         “Merchant Obligations”), Merchant hereby pledges, assigns and hypothecates
                                         to Purchaser and grants to Purchaser a continuing, perfected lien upon and security interest
                                         in, to and under all of Merchant’s right, title and interest in and to the following
                                         (collectively, the “Collateral”), whether now existing or hereafter
                                         from time to time acquired:



 


		a.	all
                                         accounts, including without limitation, all deposit accounts, accounts-receivable, and
                                         other receivables, chattel paper, documents, equipment, general intangibles, instruments,
                                         and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code
                                         (the “UCC”), now or hereafter owned or acquired by Merchant; and



 


		b.	all
                                         Merchant’s proceeds, as that term is defined by Article 9 of the UCC.



 


		21.	Termination
                                         of Pledge. Upon the performance by Merchant in full of the Merchant Obligations,
                                         the security interest in the Collateral pursuant to this Pledge shall automatically terminate
                                         without any further act of either party being required, and all rights to the Collateral
                                         shall revert to Merchant. Upon any such termination, Purchaser will execute, acknowledge
                                         (where applicable) and deliver such satisfactions, releases and termination statements,
                                         as Merchant shall reasonably request.



 


		22.	Representations
                                         with Respect to Collateral. Merchant hereby represents and warrants to Purchaser
                                         that: the execution, delivery and performance by Merchant of this Pledge, and the remedies
                                         in respect of the Collateral under this Pledge (i) have been duly authorized; (ii) do
                                         not require the approval of any governmental authority or other third party or require
                                         any action of, or filing with, any governmental authority or other third party to authorize
                                         same (other than the filing of the UCC 1’s); (iii) do not and shall not (A) violate
                                         or result in the breach of any provision of law or regulation, any order or decree of
                                         any court or other governmental authority, (B) violate, result in the breach of or constitute
                                         a default under or conflict with any indenture, mortgage, deed of trust, agreement or
                                         any other instrument to which Merchant is a party or by which any of Merchant’s
                                         assets (including, without limitation, the Collateral) are bound.



 




    	Page 7



     


    




 


		23.	Further
                                         Assurances. Upon the request of Purchaser, Merchant, at Merchant’s sole
                                         cost and expense, shall execute and deliver all such further UCC-1s, continuation statements,
                                         assurances and assignments of the Collateral and consents with respect to the pledge
                                         of the Collateral and the execution of this Pledge, and shall execute and deliver such
                                         further instruments, agreements and other documents and do such further acts and things,
                                         as Purchaser may request in order to more fully effectuate the purposes of this Pledge
                                         and the assignment of the Collateral and obtain the full benefits of this Pledge and
                                         the rights and powers herein created.
	 	 	 
		24.	Attorney-in-fact.
                                         Merchant hereby authorizes Purchaser at any time to take any action and to execute
                                         any instrument, including without limitation to file one or more financing statements
                                         and/or continuation statements, to evidence and perfect the security interest created
                                         hereby and irrevocably appoints Purchaser as its true and lawful attorney-in-fact, which
                                         power of attorney shall be coupled with an interest, with full authority in the place
                                         and stead of Merchant and in the name of Merchant or otherwise, from time to time, in
                                         Purchaser’s sole and absolute discretion, including without limitation (a) for
                                         the purpose of executing such statements in the name of and on behalf of Merchant, and
                                         thereafter filing any such financing and/or continuation statements and (b) to receive,
                                         endorse and collect all instruments made payable to Merchant.



 


		VII.	EVENTS
                                         OF DEFAULT AND REMEDIES:



 


		25.	Events
                                         of Default by Merchant. The occurrence of any of the following events shall constitute
                                         an “Event of Default” by Merchant:



 


		a.	Merchant
                                         shall violate any term, condition or covenant in this Agreement for any reason whatsoever
                                         other than as the result of Merchant’s business ceases its operations exclusively
                                         due to any of the Valid Excuses.



 


		b.	Any
                                         representation or warranty by Merchant or Guarantor made in this Agreement shall prove
                                         to have been incorrect, false or misleading in any material respect when made.



 


		c.	Merchant
                                         shall default under any of the terms, covenants and conditions of any other material
                                         agreement with Purchaser (if any).



 


		d.	Merchant
                                         uses multiple depository accounts without obtaining prior written consent of Purchaser
                                         in each instance.



 


		e.	Merchant
                                         fails to deposit any portion of its Future Receipts into the Approved Bank Account;



 


		f.	Merchant
                                         changes the Approved Bank Account or Approved Processor without obtaining prior written
                                         consent of Purchaser in each instance;



 


		g.	Merchant
                                         interferes with/blocks Purchaser’s collection of Weekly Deliveries (or Adjusted
                                         Weekly Deliveries, as the case may be.)



 


		h.	Merchant
                                         fails to provide timely notice to Purchaser such that in any given calendar month there
                                         are four or more ACH transactions attempted by Purchaser that are rejected by Merchant’s
                                         bank.



 


		26.	Events
                                         of Default by Guarantor. The occurrence of any of the following events shall
                                         constitute an Event of Default by Guarantor:



 


		a.	Guarantor
                                         shall violate any term, condition or covenant in this Agreement applicable to Guarantor.



 


		b.	Any
                                         representation or warranty by Guarantor or Merchant made in this Agreement shall prove
                                         to have been incorrect, false or misleading in any material respect when made.



 


		27.	Default
                                         Under this Agreement. In case any Event of Default occurs and is not waived by
                                         Purchaser, Purchaser may declare Merchant and/or Guarantor in default under this Agreement.
	 	 	 
	 	28.	Merchant’s
    Obligations Upon Default. Upon receipt of such default notice, Merchant shall immediately deliver to Purchaser the
    portion of the Sold Amount of Future Receipts that remain undelivered at the time of such default notice together with all
    other Fees (as such term is defined below) that Merchant may owe to Purchaser pursuant to this Agreement (the sum of the then
    undelivered portion of the Sold Amount of Future Receipts and the Fees hereinafter shall referred to the “Adjusted
    Sold Amount of Future Receipts.”) In addition, Merchant shall also pay to Purchaser, as additional damages, any
    reasonable expenses incurred by Purchaser in connection with recovering the monies due to Purchaser from Merchant pursuant
    to this Agreement, including without limitation the costs of retaining collection firms and reasonable attorneys’ fees
    and disbursements (collectively, “Reasonable Damages”). The parties agree that Purchaser shall not be required
    to itemize or prove its Reasonable Damages and that the fair value of the Reasonable Damages shall be calculated fifteen percent
    (15%) of the Adjusted Sold Amount of Future Receipts at the time of default
	 	 	 
		29.	Remedies
                                         Upon Default. Upon occurrence of an Event of Default, Purchaser may immediately
                                         proceed to protect and enforce its rights under this Agreement against Merchant and/or
                                         Guarantor by:



 


		a.	Enforcing
                                         its rights as a secured creditor under the Uniform Commercial Code including, without
                                         limitation, notifying any account debtor(s) of Merchant of Purchaser’s security
                                         interest;



 


		b.	Enforcing
                                         Guarantor’s personal guaranty of performance provisions of this Agreement against
                                         the Guarantor(s) without first seeking recourse from Merchant;



 


		c.	Notifying
                                         Merchant’s credit card processor of Merchant’s default under this Agreement
                                         and to direct such credit card processor to transfer to Purchaser of all or any portion
                                         of the amounts received by such credit card processor on behalf of Merchant.



 


		d.	Commencing
                                         a suit in equity or by action at law, or both, whether for the specific performance of
                                         any covenant, agreement or other provision contained herein, or to enforce the discharge
                                         of Merchant’s and Guarantor’s obligations hereunder or any other legal or
                                         equitable right or remedy including without limitation Purchaser’s rights of a
                                         secured party under the UCC.



 


		30.	Remedies
                                         are not Exclusive. All rights, powers and remedies of Purchaser in connection
                                         with this Agreement may be exercised at any time after the occurrence of any Event of
                                         Default, and are cumulative and not exclusive, and shall be in addition to any other
                                         rights, powers or remedies provided to Purchaser by law or equity.



 




    	Page 8



     


    

 


		31.	Power
                                         of Attorney. Only upon an Uncured Payment Default, each Merchant and Guarantor
                                         irrevocably appoints Purchaser and its representatives as their respective agents and
                                         attorneys-in-fact with full authority to take any action or execute any instrument or
                                         document to do the following: (A) to settle all obligations due to Purchaser from any
                                         credit card processor and/or account debtor(s) of Merchant; (B) upon occurrence of an
                                         Event of Default under this Agreement, to perform any and all such obligations of Merchant
                                         under this Agreement, including without limitation (i) to obtain and adjust insurance;
                                         (ii) to collect monies due or to become due under or in respect of any of the Collateral;
                                         (iii) to receive, endorse and collect any checks, notes, drafts, instruments, documents
                                         or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign Merchant’s
                                         name on any invoice, bill of lading, or assignment directing customers or account debtors
                                         to make payment directly to Purchaser; and (v) to file any claims or take any action
                                         or institute any proceeding against Merchant and/or Guarantor which Purchaser may deem
                                         necessary for the collection of any portion of the undelivered Sold Amount of Future
                                         Receipts from the Collateral, or otherwise to enforce its rights under this Agreement.



 


		VIII.	ADDITIONAL
                                         TERMS:



 


		32.	Additional
                                         Fees. In addition to all other sums due to Purchaser under this Agreement, Merchant
                                         shall pay to Purchaser (the sum of all such charges, hereinafter, the “Fee”):



 


		a.	$20,000.00
                                         upon entering into this Agreement as reimbursement of Purchaser’s costs associated
                                         with entering into this Agreement (the cost of due diligence on the Merchant’s
                                         business, financial and legal due diligence, etc.)



 


		b.	$35
                                         in each and every instance when delivery of the Weekly Delivery to Purchaser has failed
                                         due to the insufficient funds in the Merchant’s Approved Account.



 


		c.	$100
                                         in each and every instance when Merchant blocks Purchaser’s access (or otherwise
                                         prevents Purchaser from accessing) Merchant’s bank accounts.



 


		d.	$2,500
                                         in each and every instance when, upon occurrence of an Event of Default, Purchaser shall
                                         have agreed to waive Merchant’s default.



 


		33.	Merchant
                                         Deposit Agreement. Merchant shall execute an agreement with Purchaser that would
                                         authorize Purchaser to arrange for electronic fund transfer services and/or “ACH”
                                         payments of Weekly Delivery from the Approved Bank Account. Merchant shall provide Purchaser
                                         and/or its authorized agent with all information, authorizations and passwords necessary
                                         to verify Merchant’s receivables, receipts and deposits into the Approved Bank
                                         Account. Merchant shall authorize Purchaser and/or it’s agent to deduct weekly
                                         the amounts of Weekly Delivery to Purchaser from settlement amounts which would otherwise
                                         be due to Merchant from electronic check transactions and to pay such amounts to Purchaser
                                         by permitting Purchaser to withdraw the Weekly Delivery from such account. The authorization
                                         shall be irrevocable.



 


		34.	Financial
                                         Condition. Merchant and its Guarantor(s) authorize Purchaser and its agents to
                                         investigate their financial responsibility and history, and will provide to Purchaser
                                         any bank or financial statements, tax returns, etc., as deems necessary prior to or at
                                         any time after execution of this Agreement. A photocopy of this authorization will be
                                         deemed as acceptable for release of financial information. is authorized to update such
                                         information and financial profiles from time to time as it deems appropriate.



 


		35.	Transactional
                                         History. Merchant shall execute written authorization(s) to their bank(s) to
                                         provide Purchaser with Merchant’s banking and/or credit-card processing history.



 


		36.	Indemnification.
                                         Merchant and its Guarantor(s) jointly and severally indemnify and hold harmless
                                         Approved Processor, its officers, directors and shareholders against all losses, damages,
                                         claims, liabilities and expenses (including reasonable attorney’s fees) incurred
                                         by Approved Processor resulting from (a) claims asserted by Purchaser for monies owed
                                         to Purchaser from Merchant and (b) actions taken by Approved Processor in reliance upon
                                         information or instructions provided by Purchaser.



 


		37.	No
                                         Liability. In no event shall Purchaser be liable for any claims asserted by Merchant
                                         or its Guarantor under any legal theory for lost profits, lost revenues, lost business
                                         opportunities, exemplary, punitive, special, incidental, indirect or consequential damages,
                                         each of which is waived by Merchant and Guarantor(s).



 


		38.	Right
                                         to Cancel.



 


		IX.	Notwithstanding
                                         anything to the contrary set forth in this Agreement, Purchaser shall have the right
                                         to cancel this agreement any time prior to its delivery of the Purchase Price to Merchant
                                         and, upon such cancellation, this Agreement shall become null and void and the parties
                                         shall have no obligation to, or rights against, each other, except that all sums delivered
                                         by Merchant to Purchaser on account of entering into this Agreement shall be promptly
                                         returned to Merchant.



 


		X.	Notwithstanding
                                         anything to the contrary set forth in this Agreement, in the event Merchant has not been
                                         in default under this Agreement, Merchant shall have the right to cancel this Agreement
                                         any time until the midnight of the second (2nd) Business Day following the date of its
                                         receipt of the Purchase Price by notifying Purchaser of such cancellation by notice sent
                                         in accordance with this Agreement. Upon timely delivering such cancellation notice to
                                         Purchaser, and further provided that Merchant has otherwise complied with the provisions
                                         of this Agreement, Merchant shall refund the entire amount of the Purchase Price back
                                         to Purchaser within five (5) Business Days following the date of Merchant’s receipt
                                         of the Purchase Price. Upon such refund of the Purchase Price back to Purchaser, this
                                         Agreement shall become null and void and the parties shall have no remaining obligations
                                         to or rights against each other except that Purchaser shall have the right to keep, as
                                         fair and adequate compensation for its costs of entering into this Agreement with Merchant,
                                         the entire amount of Weekly Deliveries as well as the origination fee (as set forth above)
                                         received by Purchaser prior to the date when this Agreement is terminated.



 


●
GUARANTY OF PERFORMANCE OF MERCHANT’S OBLIGATIONS:


 


		39.	Guarantor’s
                                         Representations. Guarantor represents and warrants to Purchaser that:



 


		a.	Guarantor
                                         is an owner, officer, or manager of Merchant and will directly benefit from Purchaser
                                         and Merchant entering into the Agreement.



 


		b.	It
                                         understands and acknowledges that Purchaser is not willing to enter into the Agreement
                                         unless Guarantor irrevocably, absolutely and unconditionally guarantees prompt and complete
                                         performance of any and all liabilities, obligations, covenants or agreements of Merchant
                                         under this Agreement, now or hereafter arising from, out of or relating to this Agreement,
                                         whether direct, indirect, contingent or otherwise (hereinafter referred to collectively
                                         as the “Merchant Obligations”).



 




    	Page 9



     


    

 


		40.	Guaranty
                                         of Merchant’s Obligations. Guarantor hereby irrevocably, absolutely and
                                         unconditionally guarantees to Purchaser prompt, full, faithful and complete performance
                                         and observance of all of Merchant’s Obligations; and Guarantor unconditionally
                                         covenants to Purchaser that if default or breach shall at any time be made by Merchant
                                         in the Merchant’s Obligations, Guarantor shall or perform (or cause to be performed)
                                         the Merchant’s Obligations and pay all damages and other amounts stipulated in
                                         this Agreement with respect to the non-performance of the Merchant’s Obligations,
                                         or any of them.



 


		41.	Guarantor’s
                                         Other Agreements. Guarantor will not dispose, convey, sell or otherwise transfer,
                                         or cause Merchant to dispose, convey, sell or otherwise transfer, any material business
                                         assets of Merchant without the prior written consent of Purchaser, which consent may
                                         be withheld for any reason, until Purchaser’s receipt of the entire Sold Amount
                                         of Future Receipts. Guarantor shall pay to Purchaser upon demand all expenses (including,
                                         without limitation, reasonable attorneys’ fees and disbursements) incurred as the
                                         result of, or incidental to, or relating to, the enforcement or protection of Purchaser’s
                                         rights against Merchant and Guarantor under the Agreement. This Guaranty is binding upon
                                         Guarantor and Guarantor’s heirs, legal representatives, successors and assigns
                                         and shall inure to the benefit of and may be enforced by the successors an assigns of
                                         Purchaser. The obligation of Guarantor shall be unconditional and absolute, regardless
                                         of the unenforceability of any provision of any agreement between Merchant and Purchaser,
                                         or the existence of any defense, setoff or counterclaim, which Merchant may assert. Purchaser
                                         is hereby authorized, without notice or demand and without affecting the liability of
                                         Guarantor hereunder, to at any time renew or extend Merchant’s obligations under
                                         the Agreement or otherwise modify, amend or change the terms of the Agreement.



 


		42.	Two
                                         Or More Guarantors. If there is more than one Guarantor, the reference to the
                                         “Guarantor” in this Agreement shall mean the reference to each of the parties
                                         comprised Guarantor and the obligations of the Guarantors hereunder shall be joint and
                                         several.



 


		43.	Waiver;
                                         Remedies. No failure on the part of Purchaser to exercise, and no delay in exercising,
                                         any right under this Guaranty shall operate as a waiver, nor shall any single or partial
                                         exercise of any right under this Guaranty preclude any other or further exercise of any
                                         other right. The remedies provided in this Guaranty are cumulative and not exclusive
                                         of any remedies provided by law or equity. In the event that Merchant fails to perform
                                         any obligation under the Agreement, Purchaser may enforce its rights under this Guaranty
                                         without first seeking to obtain performance for such default from Merchant or any other
                                         guarantor.



 


		44.	Acknowledgment
                                         of Purchase. Guarantor acknowledges and agrees that the Purchase Price paid by
                                         Purchaser to Merchant in exchange for the Sold Amount of Future Receipts is a payment
                                         of an adequate consideration and is not intended to be treated as a loan or financial
                                         accommodation from Purchaser to Merchant. Guarantor specifically acknowledges Purchaser
                                         is not a lender, bank or credit card processor, and that Purchaser has not offered any
                                         loans to Merchant, and Guarantor waives any claims or defenses of usury in any action
                                         arising out of this Agreement. Guarantor acknowledges the Purchase Price paid to Merchant
                                         is good and valuable consideration for the sale of the Sold Amount of Future Receipts.



 


		45.	Severability.
                                         If for any reason any court of competent jurisdiction finds any provisions of
                                         this Agreement applicable to the Guarantor to be void or voidable, the parties agree
                                         that the court may reform such provision(s) to render the provision(s) enforceable ensuring
                                         that the restrictions and prohibitions contained in those provisions shall be effective
                                         to the fullest extent allowed under applicable law.



 


		46.	Opportunity
                                         for Attorney Review. Guarantor represents that he/she has carefully read this
                                         Agreement and has, or had an opportunity to, consult with his or her attorney. Guarantor
                                         understands the contents of this Agreement, signs it as his or her free act and deed,
                                         and agrees to be bound by the provisions hereof.



 


●
MISCELLANEOUS:


 


		47.	Modifications;
                                         Agreements. No modification, amendment, waiver or consent of any provision of
                                         this Agreement shall be effective unless the same shall be in writing and signed by all
                                         parties.



 


		48.	Assignment.
                                         Purchaser may assign, transfer or sell its rights or delegate its duties hereunder,
                                         either in whole or in part without prior notice to the Merchant or the Guarantor. Neither
                                         Merchant nor Guarantor shall have the right to assign their respective rights or obligations
                                         under this Agreement without first obtaining Purchaser’s written consent.



 


		49.	Notices.
                                         All notices, requests, consent, demands and other communications hereunder shall
                                         be delivered by certified mail, return receipt requested, to the respective parties to
                                         this Agreement at the addresses set forth in this Agreement and shall become effective
                                         as of the date of receipt or declined receipt.



 


		50.	Waiver
                                         Remedies. No failure on the part of any party to exercise, and no delay in exercising,
                                         any right under this Agreement, shall operate as a waiver thereof, nor shall any single
                                         or partial exercise of any right under this Agreement preclude any other or further exercise
                                         thereof or the exercise of any other right. The remedies provided hereunder are cumulative
                                         and not exclusive of any remedies provided by law or equity.



 


		51.	Binding
                                         Effect. This Agreement shall be binding upon and inure to the benefit of the
                                         parties and their respective successors and permitted assigns.



 


		52.	Governing
                                         Law, Venue and Jurisdiction. This Agreement shall be governed by and construed
                                         exclusively in accordance with the laws of the State of New York, without regards to
                                         any applicable principles of conflicts of law. Any lawsuit, action or proceeding arising
                                         out of or in connection with this Agreement shall be instituted exclusively in any court
                                         sitting in New York State, (the “Acceptable Forums”). Each party signing
                                         this Agreement agrees that the Acceptable Forums are convenient, and irrevocably submits
                                         to the jurisdiction of the Acceptable Forums and waives any and all objections to inconvenience
                                         of the jurisdiction or venue. Should a proceeding be initiated in any other forum, the
                                         parties waive any right to oppose any motion or application made by either party to transfer
                                         such proceeding to an Acceptable Forum.



 


		53.	Survival
                                         of Representation, etc. All representations, warranties and covenants herein
                                         shall survive the execution and delivery of this Agreement and shall continue in full
                                         force until all obligations under this Agreement shall have been complied with and satisfied
                                         in full and this Agreement shall have terminated.



 


		54.	Severability.
                                         In case any of the provisions in this Agreement is found to be invalid, illegal
                                         or unenforceable in any respect, the validity, legality and enforceability of any other
                                         provision contained herein shall not in any way be affected or impaired.



 




    	Page 10



     


    

 


		55.	Entire
                                         Agreement. Any provision hereof prohibited by law shall be ineffective only to
                                         the extent of such prohibition without invalidating the remaining provisions hereof.
                                         This Agreement and all amendments, riders and exhibits thereon (if any) embody the entire
                                         agreement between Merchant, Guarantor and Purchaser and supersede all prior agreements
                                         and understandings relating to the subject matter hereof.



 


	 	56.	JURY TRIAL
    WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN
    CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART OR THE ENFORCEMENT HEREOF. THE
    PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER
    EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.
	 	 	 
	 	57.	CLASS ACTION
    WAIVER. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST ANY OTHER PARTY TO THIS AGREEMENT, AS A REPRESENTATIVE
    OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW AGAINST PUBLIC POLICY. TO THE
    EXTENT ANY PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE
    PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED
    WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY);
    AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE
    IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.




 


		58.	ARBITRATION.
                                         THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH PURCHASER, MERCHANT, AND ANY GUARANTOR SHALL
                                         HAVE THE RIGHT TO REQUEST THAT ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO
                                         THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT ARE SUBMITTED TO ARBITRATION. THE
                                         PARTY SEEKING ARBITRATION SHALL FIRST SEND A WRITTEN NOTICE OF INTENT TO ARBITRATE TO
                                         ALL OTHER PARTIES, BY CERTIFIED MAIL. UPON SENDING OF SUCH NOTICE, A PARTY REQUESTING
                                         ARBITRATION MAY COMMENCE AN ARBITRATION PROCEEDING WITH THE AMERICAN ARBITRATION ASSOCIATION
                                         (“AAA”) OR NATIONAL ARBITRATION FORUM (“NAF”). EACH MERCHANT,
                                         GUARANTOR AND PURCHASER SHALL PAY THEIR OWN ATTORNEYS’ FEES INCURRED DURING THE
                                         ARBITRATION PROCEEDING. THE PARTY INITIATING THE ARBITRATION SHALL PAY ANY ARBITRATION
                                         FILING FEE, ADMINISTRATION FEE AND ARBITRATOR’S FEE.



 


	 	59.	RIGHT TO OPT
    OUT OF ARBITRATION. SELLER AND GUARANTOR(S) MAY OPT OUT OF THE ARBITRATION PROVISION ABOVE. TO OPT OUT OF THE ARBITRATION
    CLAUSE, SELLER AND EACH GUARANTOR MUST SEND BUYER A NOTICE THAT THE SELLER AND EACH GUARANTOR DOES NOT WANT THE CLAUSE TO
    APPLY TO THIS AGREEMENT. FOR ANY OPT OUT TO BE EFFECTIVE, SELLER AND EACH GUARANTOR MUST SEND AN OPT OUT NOTICE TO THE FOLLOWING
    ADDRESS BY REGISTERED MAIL, WITHIN 14 DAYS AFTER THE DATE OF THIS AGREEMENT: Libertas – ARBITRATION OPT OUT, 382 Greenwich
    Avenue Suite 2 Second Floor, Greenwich, CT 06380, ATTENTION: [Customer Service].




 


		60.	Captions.
                                         The captions in this Agreement are inserted for convenience of reference only
                                         and in no way define, describe or limit the scope or intent of this contract or any of
                                         the provisions hereof.



 


		61.	Counterparts
                                         and Facsimile Signatures. This Agreement can be signed in one or more counterparts,
                                         each of which shall constitute an original and all of which when take together shall
                                         constitute one and the same agreement. Signatures delivered via facsimile and/or via
                                         Portable Digital Format (PDF) shall be deemed acceptable for all purposes, including
                                         without limitation the evidentially purposes.



 


The
balance of this page left intentionally blank


 




    	Page 11



     


    

 


	MERCHANT
    NAME: VYSTAR CORPORATION, et al. 	 	OWNER/GUARANTOR
    #1: 
	(legal
    name of the business) 	 	 	 
	 	 	 	 
	By:

        
		 	 	
	Name:	Stephen
    Rotman	 	Name:	Stephen
    Rotman
	Title:	CEO
	 	SSN:	XXXXXXXXXXXX
	FEIN:	XXXXXXXXX	 	 	 


 


	Libertas
    Funding LLC	 
	 	 	 
	 	Randy
                                         Saluck

        
	 
	By:
    	/s/
    Randy Saluck (Feb 28, 2020)	 
	Name:	Randy
                                         Saluck

        
	 
	Title:	CEO,
                                         Libertas Funding LLC

        
	 


 




    	Page 12



     


    

 


ADDENDUM
TO CONTRACT


 


Addendum
to Merchant Agreement 213920


 


This
is an addendum (“Addendum”) to that certain merchant agreement (the “Merchant Agreement”) entered into
by and among Libertas Funding LLC (the “Purchaser”), Stephen Rotman (the “Owner”) and VYSTAR CORPORATION
(the “Seller”) dated as of February 24, 2020.


 


WHEREAS,
the Purchaser, the Owner and Seller wish to modify the Merchant Agreement as set forth herein. Now therefore, for good and valuable
consideration, the parties agree as follows:


 


		A.	The
                                         Owner and Seller are hereafter referred to collectively as the Merchant (the “Merchant”).
	 	 	 
		B.	Merchant
                                         hereby authorizes Purchaser, to execute the transactions detailed below in section H
                                         (Variable Receivable Remittance Schedule).
	 	 	 
		C.	Merchant
                                         understands that all transactions detailed in this addendum will be executed for remittance
                                         of the receivables purchase detailed in the Merchant Agreement.
	 	 	 
		D.	In
                                         the event Merchant chooses to execute the Merchant Agreement, Purchaser agrees that completion
                                         of the transaction(s) listed below will constitute full remittance of receivables for
                                         the referenced merchant agreement(s).
	 	 	 
		E.	Except
                                         as provided in this addendum, all terms and conditions of the Merchant Agreement and
                                         the Supplement shall remain in full force and effect.
	 	 	 
		F.	Upon
                                         execution of the Merchant Agreement, Purchaser agrees to be bound by the remittance schedule
                                         detailed in section H.
	 	 	 
		G.	This
                                         Addendum shall be governed by the state of New York.
	 	 	 
		H.	Variable
                                         Receivable Remittance Schedule:



 


	Month	 	Remittance
    #	 	%
    of Purchase Collected	 	Weekly
    Remit Amount	 	 	Total
    Period Remit	 
	1	 	1-4	 	8.331	 	$	21,601.10	 	 	 	$90,724.59
                                         PAYMENTS MADE	 
	2	 	5-8	 	8.331	 	$	21,601.10	 	 	 	$90,724.59
                                         PAYMENTS MADE	 
	3	 	9-12	 	9.998	 	$	25,923.40	 	 	 	$108,878.22
                                         PAYMENTS MADE	 
	4	 	13-16	 	12.22	 	$	31,693.35	 	 	$	133,112.10	 
	5	 	17-20	 	12.22	 	$	31,693.35	 	 	$	133,112.10	 
	6	 	21-24	 	12.22	 	$	31,693.35	 	 	$	133,112.10	 
	7	 	25-28	 	12.22	 	$	31,693.35	 	 	$	133,112.10	 
	8	 	29-32	 	12.22	 	$	31,693.35	 	 	$	133,112.10	 
	9	 	33-36	 	12.22	 	$	31,693.35	 	 	$	133,112.10	 



 


All
other terms of the referenced Merchant Agreement remain unchanged.


 


By
their signatures below the parties agreed to be bound by this addendum.


 


	ACCEPTED
    AND AGREED:	 	ACCEPTED
    AND AGREED: 
	 	 	 
	Purchaser:
    Libertas Funding LLC	 	Seller:
    VYSTAR CORPORATION, et al. 
	 	 	 
	 	Randy
                                         Saluck




	 	 	 
	By:	/s/
    Randy Saluck (Feb 28, 2020)	 	By:
    X	
	Name:	Randy
                                         Saluck

        
	 	Name:	Stephen Rotman
	Title:	CEO,
    Libertas Funding LLC	 	Title:	CEO
	 	 	 	 	 
	 	 	 	By:
    X	
	 	 	 	Owner:	Stephen
                                         Rotman



 






    	Page 13



     


    

 


ADDENDUM
TO CONTRACT


 


Addendum
to Merchant Agreement 213920


 


This
is an addendum (“Addendum”) to that certain merchant agreement (the “Merchant Agreement”) entered into
by and among Libertas Funding LLC (the “Purchaser”), Stephen Rotman (the “Owner”) and VYSTAR CORPORATION
(the “Seller”) dated as of February 24, 2020.


 


WHEREAS,
the Purchaser, the Owner and Seller wish to modify the Merchant Agreement as set forth herein. Now therefore, for good and valuable
consideration, the parties agree as follows:


 


		A.	The
                                         Owner and the Seller are hereafter referred to collectively as the Merchant (the “Merchant”).
	 	 	 
		B.	Except
                                         as provided below, it is understood and agreed that the Merchant may settle this Merchant
                                         Agreement in full by paying Purchaser the prepayment Amount before the end of the relevant
                                         month, as set forth below, less the amount of any purchase payments made prior to the
                                         pre- payment date, plus any unpaid fees or charges. Month 1 begins on the first Monday
                                         following the date on which Purchaser distributed the advance proceeds to VYSTAR CORPORATION.
	 	 	 
		C.	In
                                         the event Seller chooses not to execute this addendum Buyer will be entitled to the full
                                         purchased amount to settle in full Sellers obligation under the Merchant Agreement.
	 	 	 
		D.	Except
                                         as provided in this addendum, all terms and conditions of the Merchant Agreement and
                                         the Supplement shall remain in full force and effect.
	 	 	 
		E.	This
                                         addendum shall be bound by the laws of the state of New York.



 


Borrower
shall have no right to prepay this Advance if:


 


	 	●	The
    agreement and payments have previously been modified, 
	 	●	There
    has been a forbearance in payments,
	 	●	There
    has been a breach of the Purchase Agreement,


 


	Prepayment Term	 	Accepted
    Prepayment Amount	 
	1	 	$	948,750.00	 
	2	 	$	965,250.00	 
	3	 	$	981,750.00	 
	4	 	$	1,006,500.00	 
	5	 	$	1,023,000.00	 



 


All
other terms of the referenced Merchant Agreement remain unchanged.


 


By
their signatures below the parties agreed to be bound by this addendum.


 


	ACCEPTED
    AND AGREED:	 	ACCEPTED
    AND AGREED:
	 	 	 
	Purchaser:
    Libertas Funding LLC	 	Seller:
    VYSTAR CORPORATION, et al.
	 	 	 
	 	Randy
                                         Saluck

        
	 	 	 
	By:
    	/s/
                                                                                                                                     Randy Saluck (Feb 28, 2020)

        
	 	By:
    X	
	Name:	Randy
    Saluck	 	Name:	Stephen
                                         Rotman

        

	Title:	 CEO, Libertas Funding LLC	 	Title:

        
	CEO
	 	 	 	 	 
	 	 	 	By:
    X	
	 	 	 	Owner:	Stephen
    Rotman


 




    	Page 14



     


    

 





 


Seller
Definition Addendum to the Agreement of Sale of Future Receipts


 


Dated:
February 24th, 2020


 


Purchaser
and Guarantor(s) hereby agree that “Merchant” is defined as follows:


 


Name:
VYSTAR CORPORATION


Address:
XXXXXXXXXXXXXXXXXXX


 


FEIN:
XXXXXXXXX


 


Name:
MURIDA FURNITURE CO, INC


Address:
725 SOUTHBRIDGE STREET WORCESTER, MA 01610


 


FEIN:
XXXXXXXXXXXX


 


VYSTAR
CORPORATION


 





	Agreed
to by:		(Signature), their	CEO	(Title)



 


	Print Owner’s Name	Stephen
    Rotman	 




 


MURIDA
FURNITURE


 





	Agreed
to by:		(Signature), their	CEO	(Title)


 





	Print Owner’s Name	Stephen
    Rotman	 


 


Purchaser:
Libertas Funding LLC


 


		Randy
    Saluck


 





	Agreed
to by:	Randy Saluck (Feb 28, 2020)	(Signature), its	CEO	(Title)


 






    	Page 15