Exhibit 10.6


 





 


TVT Direct Funding LLC


65 W 36th St Fl 12 New York, NY 10018


 


AGREEMENT OF SALE OF FUTURE RECEIPTS


 


This AGREEMENT OF SALE OF FUTURE RECEIVABLES (this
“Agreement”) dated as of 05/28/2020, is made by and between TVT Direct Funding LLC, a Delaware
Limited Liability Company as purchaser (“Purchaser”), and the merchant whose name, address and other pertinent
information is set forth below, as seller (“Merchant”).


 


Merchant Information (see addendum)


 


	Merchant Legal Name: 1847 ASIEN INC, and ASIEN’S APPLIANCE, INC.	 	DBA Name:
	Entity Type: Corporation	 	FEIN: *****5125
	State Of Incorporation: CA	 	Bank Name: EXCHANGE BANK
	Address: 1801 PINER ROAD, SANTA ROSA, CA, 95403	 	Phone: 5623284553


 


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


 


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.


 



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KEY BUSINESS TERMS AND DEFINITIONS:


 


	Sold Amount of Future Receipts	 	$	685,000.00	 	 	The dollar value of the Sold Future Receipts that Merchant agrees to sell to Purchaser.
	 	 	 	 	 	 	 
	Purchase Price	 	$	500,000.00	 	 	The total amount that Purchaser agrees to pay for the Sold Amount of Future Receipts.
	 	 	 	 	 	 	 
	Future Receipts	 	$	1,251,286.09	 	 	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.
	 	 	 	 	 	 	 
	Total Amount Sent to Merchant	 	$	475,000.00	 	 	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	 	 	1.37	 	 	The risk adjustment to the Amount Sold that determines the Futures Receivables Discount
	 	 	 	 	 	 	 
	Weekly Delivery	 	$	23,299.35	 	 	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	 	$	25,000.00	 	 	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	 	 	1.2 @ 1 month(s)

 1.22 @ 2 month(s)

 1.24 @ 3 month(s)	 	 	Discount Paid to Merchant for delivering Future Receivables Early
	 	 	 	 	 	 	 
	Estimated Term of this Agreement	 	 	7 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.



 



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		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.



 


		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.


 



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		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.


 


		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@tvtdirectfunding.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).



 



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		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@tvtdirectfunding.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.



 



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		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.


 


		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. 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.



 






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		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, which
                                         consent may not be unreasonably withheld, 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. Notwithstanding the foregoing, the Purchaser
                                         is under no obligation to consent to selling receipts to a third party (particularly
                                         from a merchant advance company) pursuant to an agreement which has a term of less than
                                         12 months and withholding such consent shall in no event be deemed unreasonably withheld.


 


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


 


		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.



 






    Page 7


     


    

 


		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, which consent
                                         may not be unreasonably withheld.





 


		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,
                                         which consent may not be unreasonably withheld. Notwithstanding the foregoing, the Purchaser
                                         is under no obligation to consent to working capital funding (particularly from a merchant
                                         advance company) which has a term of less than 12 months and withholding such consent
                                         shall in no event be deemed unreasonably withheld.





 


		m.	Prohibited
                                         Business Transactions: Merchant shall not: (i) transfer or sell all or
                                         substantially all of its assets without first obtaining Purchaser’s consent unless
                                         Merchant’s obligations hereunder are repaid in full concurrently with the closing
                                         of such transaction; 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, unless Merchant’s obligations hereunder are repaid
                                         in full concurrently with the closing of such transaction, 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,
                                         without first obtaining written consent of Purchaser, which consent may not be unreasonably
                                         withheld.





 






    Page 8


     


    

 


		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, except
                                         for the first priority senior lien and security interest on the Collateral granted to
                                         Crossroads Financial Group, LLC, pursuant to the Loan and Security Agreement, dated on
                                         or about May 28, 2020 (the “Senior Security Interest”).





 


		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 contract, which Merchant is or may become a
                                         party to.





 


		u.	Right
                                         of Access. In order to ensure Merchant’s compliance with the terms
                                         of this Agreement, Merchant hereby grants Purchaser the right to enter, without notice,
                                         the premises of Merchant’s business for the purpose of inspecting and checking
                                         Seller’s transaction processing terminals to ensure the terminals are properly
                                         programmed to submit and or batch Merchant’s weekly receipts to the Processor and
                                         to ensure that Merchant has not violated any other provision of this Agreement. Furthermore,
                                         Merchant hereby grants Purchaser and its employees and consultant’s access to Merchant’s
                                         employees and records and all other items of property located at the Merchant’s
                                         place of business during the term of this Agreement. Merchant hereby agrees to provide
                                         Purchaser, upon request, all and any information concerning Merchant’s business
                                         operations, banking relationships, names and contact information of Merchant’s
                                         suppliers, vendors and landlord(s), to allow Purchaser to interview any of those parties.





 


		v.	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.





 


		w.	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.





 


		x.	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.





 


		y.	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.





 


		z.	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.





 






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		VI.	PLEDGE
                                         OF SECURITY:



 


		18.	Acknowledgment
                                         of Subordinated Security Interest and Security Agreement. 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 parties hereto agree that any such security interest conferred hereunder
                                         shall be a second priority subordinated lien and security interest on the Collateral,
                                         subordinated to the Senior Security Interest, pursuant to that certain Collateral Subordination
                                         Agreement, dated on or about May 28, 2020, among Merchant, Purchase and Crossroads Financial
                                         Group, LLC.



 


		19.	Financing
                                         Statements. 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.
                                         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 and second priority subordinated lien upon and security interest
                                         (the “Subordinated 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 Subordinated 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.



 


		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 Subordinated 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.



 






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		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 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 agreement with Purchaser (if any).





 


		d.	Merchant uses multiple depository accounts without
obtaining prior written consent of Purchaser in each instance, which consent may not be unreasonably withheld.





 


		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, which consent may not be unreasonably withheld;





 


		g.	Merchant interferes with 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.	Default Under this Agreement. In case
any Event of Default occurs and is not waived by Purchaser, Purchaser may declare Merchant in default under this Agreement.



 


		27.	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



 


		28.	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
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 Subordinated
Security Interest;





 


		b.	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.





 


		c.	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 obligations hereunder or any other legal or equitable right or remedy including without limitation Purchaser’s rights
of a secured party under the UCC.





 






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		29.	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.



 


		30.	Power of Attorney. Each Merchant 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 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:



 


		31.	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.	$25,000.00 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.). This section 31(a) is descriptive of and is NOT an additional fee to the $25,000 fee as described
in page two above under “KEY BUSINESS TERMS AND DEFINITIONS”.





 


		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.



 






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		32.	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.



 


		33.	Financial
Condition. Merchant authorizes 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.



 


		34.	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.



 


		35.	Indemnification.
Merchant 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.



 


		36.	No
Liability. In no event shall Purchaser be liable for any claims asserted by Merchant 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.



 


		37.	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.



 


		38.	Merchant’s
Other Agreements. Merchant 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 not be unreasonably withheld, until Purchaser’s receipt of the entire Sold Amount of Future Receipts. Merchant 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 under the Agreement. The obligation of the Merchant 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.



 


MISCELLANEOUS:


 


		39.	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.



 


		40.	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. Merchant shall have the right to assign their respective rights or obligations under this Agreement
without first obtaining Purchaser’s written consent.



 


		41.	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.



 






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		42.	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.



 


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



 


		44.	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.



 


		45.	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.



 


		46.	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.



 


		47.	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 and Purchaser and supersede all prior agreements and understandings relating to the subject
matter hereof.



 


		48.	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.



 






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		49.	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.



 


		50.	ARBITRATION.
                                         THE PARTIES ACKNOWLEDGE AND AGREE THAT EACH PURCHASER AND MERCHANT 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”). MERCHANT 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.



 


		51.	RIGHT
TO OPT OUT OF ARBITRATION. SELLER) MAY OPT OUT OF THE ARBITRATION PROVISION ABOVE. TO OPT OUT OF THE ARBITRATION CLAUSE, SELLER
MUST SEND BUYER A NOTICE THAT THE SELLER DOES NOT WANT THE CLAUSE TO APPLY TO THIS AGREEMENT. FOR ANY OPT OUT TO BE EFFECTIVE,
SELLER MUST SEND AN OPT OUT NOTICE TO THE FOLLOWING ADDRESS BY REGISTERED MAIL, WITHIN 14 DAYS AFTER THE DATE OF THIS AGREEMENT:
TVT Direct – ARBITRATION OPT OUT, 382 Greenwich avenue, Greenwich, CT 06830, ATTENTION: Customer Service.



 


		52.	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.



 


		53.	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.



 


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	MERCHANT NAME: 1847 ASIEN INC.	 
	(legal name of the business)	 
	 	 
	By:	/s/ ROBERT DOUGLAS PATTERSON	 
	Name:	ROBERT DOUGLAS PATTERSON	 
	Title:	Chief Ececutive Officer	 
	FEIN:	850755125	 
	 	 
	MERCHANT NAME: ASIEN’S APPLIANCE, INC.	 
	 	 
	By:	/s/ Robert Patterson	 
	Name:	Robert Patterson	 
	Title:	Chief Executive Officer 

FEIN: 20-0736375	 
	 	 
	TVT Direct Funding LLC	 
	 	 
	By:	 	 
	Title:	CEO, TVT Direct Funding LLC	 




 




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ADDENDUM TO CONTRACT


 


Addendum
to Agreement of Sale of Future Receipts


 


This
is an addendum (“Addendum”) to that certain Agreement of Sale of Future Receipts (the “Future
Receipts Agreement”) entered into by and among TVT Direct Funding LLC (the “Purchaser”), and 1847 ASIEN
INC. and ASIEN’S APPLIANCE, INC. (together, the “Seller”) dated as of May 28, 2020.


 


WHEREAS,
the Purchaser and Seller wish to modify the Future Receipts Agreement as set forth herein.


 


Now therefore, for good and valuable
consideration, the parties agree as follows:


 


		A.	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 Future
                                         Receipts 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 prepayment 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
                                         1847 ASIEN INC.



 


		C.	In
                                         the event Seller chooses not to execute this addendum Purchaser will be entitled to the
                                         full purchased amount to settle in full Sellers obligation under the Future Receipts
                                         Agreement.



 


		D.	Except
                                         as provided in this Addendum, all terms and conditions of the Future Receipts Agreement
                                         shall remain in full force and effect.



 


		E.	This
                                         Addendum shall be bound by the laws of the State of New York.



 


Seller
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 Future Receipts Agreement,



 


	Prepayment Term	 	Accepted Prepayment Amount	 
	1	 	$	600,000.00	 
	2	 	$	610,000.00	 
	3	 	$	620,000.00	 



 


All
other terms of the referenced Future Receipts Agreement remain unchanged.


 


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


 


	ACCEPTED AND AGREED:	 	ACCEPTED AND AGREED:
	 	 	 	 
	Purchaser: TVT Direct Funding LLC	 	Seller: 1847 Asien Inc.
	 	 	 	 
	By:	/s/ Randy
    Saluck	 	By:	/s/ ROBERT DOUGLAS PATTERSON
	Name:	Randy Saluck	 	Name:	ROBERT DOUGLAS PATTERSON
	Title:	CEO, TVT Direct Funding LLC	 	Title:	Chief Executive Officer
	  	 	 	 
	 	 	Seller: Asien’s Appliance, Inc.
	 	 	 	 
	 	 	By:	/s/ ROBERT DOUGLAS PATTERSON
	 	 	Name:	ROBERT DOUGLAS PATTERSON
	 	 	 	 
	 	 	By:	 
	 	 	Title:	 Chief Executive Officer 




 






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