Exhibit
10.36


 


Inventory
Management Agreement


 


This
Inventory Management Agreement (“Agreement”) is entered into as of the earliest Product Land Date set
forth on Schedule A (the “Effective Date”) by and between the vendor identified on Schedule
A (“Vendor”), and Forever 8 Fund, LLC, a limited liability company organized and existing under
the laws of Delaware (“F8”). Vendor and F8 are sometimes individually referred to herein as a “Party”
and collectively as the “Parties.” The owner of Vendor identified on Schedule A (“Owner”)
joins this Agreement for the limited purposes described in the Agreement.


 


WHEREAS,
Vendor is in the business of selling the product(s) described on Schedule A, (each, a “Product”
and, collectively, the “Products”) though the e-commerce or direct-to-consumer platform(s) identified
on Schedule A (the “Platform”); and


 


WHEREAS,
F8 desires to maintain inventory of and sell to Vendor the Products pursuant to the terms and conditions set forth in this Agreement.


 


NOW,
THEREFORE, in consideration of the above declarations and the mutual covenants and conditions set forth herein, and other good
and valuable consideration, the receipt of which is hereby acknowledged, the Parties, intending to be legally bound, agree as
follows:


 


1.
Product Schedules.


 


(a)
Product Schedules. Each Product under this Agreement is identified on a separate Product sub-schedule of Schedule A
commencing with Schedule A-1 for the first Product and continuing in sequence for each additional Product (each, a “Product
Schedule”). When used in this Agreement, “Schedule A” shall refer to all Product Schedules collectively.


 


(b)
Definitions. Capitalized terms used but not otherwise defined in this Agreement shall have the meaning given on Schedule
A or as set forth below:


 


(i)
“Actual Cost Per Unit” means, with respect to a Product, the actual cost, on a per-unit basis, of such
Product purchased from the Supplier (not including Shipping Costs required to transport and deliver the Product to the Facility).


 


(ii)
“Actual Inventory Turn Weeks” means, with respect to a Product, the amount of time (measured in weeks)
required for Vendor to sell a number of units of the Product to its customers on Platform(s) equal to the Minimum Inventory Amount.


 


(iii)
“Actual Lead Time” means, with respect to a Product, the time elapsed between the date units of such
Product are purchased from the Supplier by F8 and the date on which such units are received by a Third Party Facility.


 


(iv)
“Daily Inventory History Report” means the Daily Inventory History report (API) provided through Vendor’s
Amazon Seller Central account (or a comparable report in the case of a Platform other than Amazon).


 


(v)
“Inventory Event Detail” means the Inventory Event Detail report (API) provided through Vendor’s
Amazon Seller Central account (or such comparable report in the case of a Platform other than Amazon).


 




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(vi)
“Planned Inventory Turn Weeks” means, with respect to a Product, the anticipated amount of time (measured
in weeks) it will take to Vendor to sell the Minimum Inventory Amount, using the Projected Monthly Sales rate of such Product.


 


(vii)
“Product Land Date” means, with respect to a Product, the first date on which any Inventory of such
Product lands at the Facilities as set forth on the applicable Product Schedule.


 


(viii)
“Projected Monthly Sales” means, with respect to a Product, the estimated amount of unit sales of such
Product per month, as provided by the Vendor.


 


(ix)
“Receipts in Period” means, with respect to a Product, the “Receipts in Period” of units
of such Product set forth on the Inventory Event Detail (or a comparable amount in the case of an Inventory Event Detail from
a Platform other than Amazon).


 


(x)
“Shipping Costs” means all costs of shipping, handling, duties, taxes, tariffs, and other similar costs
and expenses incurred in connection with transportation of units of Products under this Agreement.


 


(xi)
“Ending Sellable Units” means, with respect to a Product, the number of “Sellable” units
of such Product set forth on the Daily Inventory History Report (or such comparable amount of units in the case of a Daily Inventory
History Report from a Platform other than Amazon) reflecting the number of units available for sale as of the close of business
on the date of the Daily Inventory History Report.


 


(c)
Historical SKU Information. On or prior to the Effective Date, Vendor has provided to F8 the Historical Cost Per Unit,
the Historical Lead Time, the Projected Monthly Sales, the Planned Inventory Turn Weeks for the completion of each Product Schedule
(collectively, the “SKU Information”). Vendor acknowledges that F8 has relied on the SKU Information
provided with respect to each Product for purposes of determining the Fee Schedule and other information set forth on the respective
Product Schedule. Vendor hereby represents and warrants to F8 that all SKU Information and any supporting documentation provided
to F8 are true, accurate, and complete in all respects.


 


2.
Purchase of Inventory.


 


(a)
Starting Inventory Units. The Parties agree that for each Product F8 shall initially purchase the number of inventory units
of such Product set forth on the respective Product Schedule (“Starting Inventory Units”) as follows:
(i) on the Effective Date, F8 shall purchase from Vendor those units of the Product in Vendor’s existing inventory and those
that have been purchased by Vendor and are in transit from the Supplier, in each case that are in saleable condition and for which
Vendor shall have provided documentation acceptable to F8 sufficient to identify such inventory and its supplier cost, as determined
by F8 in its sole discretion, and are free and clear of all liens, security interests, or other encumbrances of any nature, in
such quantity and for the aggregate purchase price as set forth on the respective Product Schedule (the “Agreed Existing
Inventory Units”); and (ii) within a reasonable time after the Effective Date, F8 shall purchase a number of additional
units of the Product equal to the Starting Inventory Units less the Agreed Existing Inventory Units (the “Additional
Starting Inventory Units”) from the supplier(s) identified on the respective Product Schedule (each a, or collectively,
as the context requires, the “Supplier”). F8 shall have no obligation to find a replacement supplier
of any Product in the event such Product cannot be purchased, for any reason, from the applicable Supplier.


 


(b)
Minimum Inventory Amount; Additional Inventory; Adjustments.


 


(i)
F8 shall purchase additional units of a Product from the Supplier (“Additional Inventory”) as necessary
to maintain the minimum number of units of such Product set forth on the respective Product Schedule (“Minimum Inventory
Amount”).


 




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(ii)
The Minimum Inventory Amount consists of Inventory on hand in the Facilities plus Additional Inventory on order from the Supplier.


 


(iii)
The Minimum Inventory Amount of a Product shall remain in effect during the Product Term; provided, however,
that in the event that the Actual Inventory Turn Weeks of such Product falls below the Minimum Inventory Turn Weeks of such Product
(each as set forth on the Product Schedule for such Product), the Minimum Inventory Amount of such Product may be revised by mutual
written agreement of the Parties.


 


(iv)
F8 shall not be obligated to maintain the Minimum Inventory Amount if a Party provides written notice to terminate this Agreement
at least 10 weeks prior to the end of the Term under Section 7(a).


 


(c)
Additional Inventory Orders. Vendor shall initiate all orders of Additional Inventory by submitting a purchase order request
to F8 via the Vendor dashboard or delivering a purchase order (or similar document in such form required by the Supplier) (“Inventory
Order Request”). The Inventory Order Request must include all necessary information for the Supplier to fulfill
the order (including, without limitation, quantity of units of the Product, unit price, requested delivery date, delivery location,
and reason for reorder). Subject to the terms and conditions of this Agreement, within 7 days following receipt of the Inventory
Order Request from Vendor, F8 shall submit a purchase order and payment for such Additional Inventory to the Supplier.


 


(d)
Inspection; Costs of Delivery. Vendor shall be solely responsible for inspecting each order of Additional Inventory for,
and remedying any issue with, non-conformity, including, but not limited to, non-conformity for quantity, quality, and/or defects
(“Product Non-Conformity”). Vendor shall provide F8 with written notice of any Product Non-Conformity
within 5 days of inspection, identifying all defects and steps taken by Vendor to remedy such Product Non-Conformity with the
Suppler. Vendor shall be responsible for all Shipping Costs with respect to transportation and delivery of all Products under
this Agreement. If at any time F8 is required to incur any Shipping Costs directly, F8 shall invoice such amounts to Vendor and
payment will be due from Vendor immediately upon receipt of the invoice. In the event F8 has not received timely payment from
Vendor, the amount of such Shipping Costs (and any applicable late charges) may be treated as COGS and reimbursed to F8 in the
next distribution from the DACA Account.


 


(e)
Storage. Unless agreed otherwise in writing, all Starting Inventory Units and Additional Inventory of all Products (collectively,
the “Inventory”) shall be stored by Vendor on a consignment basis at one or more Amazon fulfillment
centers or other third-party Platform warehouse/storage locations as set forth on the Product Schedule(s) or otherwise agreed
by the Parties from time to time (a “Third-Party Facility”). Vendor shall (i) use commercially reasonable
efforts to cause each Third Party Facility to (x) clearly and conspicuously label Inventory stored at such Third-Party Facility
as property of F8, and (y) segregate all Inventory stored at such Third-Party Facility from other goods; and (ii) take reasonable
measures, at its cost and expense, at least equal to those it uses to protect its own goods, to secure and protect the Inventory
stored at a Third-Party Facility from loss or damage. At F8’s election, Inventory may be stored by F8 at F8’s facilities
(the “F8 Facilities” and, collectively with each Third-Party Facility, the “Facilities”).
Vendor shall be solely responsible for all storage costs and expenses in connection with the storage of units of all Products
at the Facilities.


 


(f)
Fulfillment. Vendor is solely responsible for overseeing the Third-Party Facilities, which shall pack, mark, and ship Products
to such customer or Platform fulfillment center (as applicable) in the quantities, to the locations, and by the delivery dates
specified in purchase orders submitted through the Platform. Vendor will be solely responsible for all Shipping Costs incurred
in delivery of the Products to the site designated by the customer.


 




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3.
Sale of Products; Account Administration.


 


(a)
Sharing of Information. F8 and Vendor agree to share all data and information required to support the Inventory management
services to be provided by F8 under this Agreement. Vendor shall provide F8 access to all of Vendor’s systems (including
those set forth on Schedule A) as necessary to provide F8 with current sales information and any other information reasonably
required for the purchase of Inventory and fulfillment of F8’s obligations pursuant to this Agreement. Each Party shall
be responsible for ensuring that its data and information relating to the Inventory shall be maintained in a current and accurate
manner throughout the Term.


 


(b)
Account Administration. On the Effective Date, Vender shall designate F8 as the “Administrator” of, and take
all other steps required to transfer to F8 administrative control of, Vendor’s Amazon Seller Central account and/or comparable
seller account on each Platform identified on Schedule A (as applicable, a “Vendor Sale Account”).
F8 shall enable Vendor to access each Vendor Sale Account and modify certain settings of such Vender Sale Account during the Term;
provided, however, that only F8 will have the authority to change the payment, Processor settings,
and such other settings as may be determined to be necessary to be controlled by F8 in order to comply with the terms and conditions
of this Agreement in the Vendor Sale Account. In the event that Vendor sells other products (SKUs) that are not part of this Agreement,
Vendor shall remove such SKUs from each Vendor Sale Account on or prior to the Effective Date and take such other actions as F8
may reasonably request in order for the Parties to fulfill their obligations under this Agreement.


 


(c)
Sales.


 


(i)
During the Term, all sales of a Product shall originate exclusively on a Platform through the corresponding Vendor Sale Account.
All sales of a Product to Vendor’s customers on a Platform are made solely by Vendor. Upon receipt of an order by Vendor’s
customer for a Product on a Platform, F8 shall sell units of such Product held as Inventory to Vendor (on an “as is”
basis) for the purpose of immediate resale of such units of the Product by Vendor to its customer. Vendor shall remain responsible
for the design, development, marketing, advertising, pricing, logistics, customs, order fulfillment, customer service, and sale
of the Products during the Term.


 


(ii)
The sales of units of a Product sold on a Platform on a given day shall be calculated as follows:


 


Ending
Sellable Units (Day 1*) + Receipts in Period (Day 1*) – Ending Sellable Units (Day 0**)
= Units sold (Day 1*)


 


*
Day 1 refers to the date on which sales are being measured.


 


**
Day 0 refers to the day immediately preceding Day 1.


 


(iii)


 


(d)
Payment.


 


(i)
On or prior to the Effective Date, Vendor shall open a deposit account at the bank identified on Schedule A (the “Bank”)
subject to an active Deposit Account Control Agreement executed by and among the Bank, F8, and Vendor (“DACA Account”)
substantially in the form set forth on Schedule B (the “Deposit Account Control Agreement”).
Funds shall be distributed from the DACA Account in accordance with Section 3(d)(iii) of this Agreement, and the Deposit Account
Control Agreement shall direct the Bank shall at all times during its term to accept disposition instructions solely from F8 without
consent from Vendor.


 


(ii)
All proceeds from sales of Products on the Platform(s) (less all required deductions for Platform costs in accordance with the
terms and conditions of such Platform’s agreements) shall be directed to the DACA Account. Vendor shall not (directly or
indirectly) redirect any funds away from the DACA Account.


 




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(iii)
At F8’s discretion, F8 may cause the release of some or all of the funds in the DACA Account for distribution at any time;
provided, however, that F8 shall distribute such funds no less frequently than on a bi-weekly basis
during the Term. Each bi-weekly distribution will be made within 48 hours following the transfer of funds into the DACA Account
by the Platform operator. F8 shall distribute all funds then in the DACA Account, net of any amounts refunded to Vendor’s
customers for return units of Product(s) for the period through the date of the distribution, as follows (and in the following
order): (i) F8 shall receive an amount equal to the costs incurred by F8 in purchasing Products (based on the Actual Cost Per
Unit of each Product) plus any Shipping Costs incurred by F8 to the extent not already repaid by Vendor, and, if applicable, storing
(including any costs incurred by F8 to restock returned units of Products received prior to the date of the distribution, but
excluding Inventory returned in accordance with Section 3(e)) more than 10 days prior to the date of the distribution (“COGS”);
(ii) F8 shall receive the F8 Fees for the Products calculated in accordance with Section 4; and (iii) the balance will be remitted
to Vendor. On a bi-weekly basis during the Term, F8 will provide Vendor with a report via e-mail for such period setting forth,
on a Product-by-Product basis, the number of units of the Product sold, the number of returns received, the funds received in
the DACA Account, the COGS of the units of such Product sold, and the F8 Fees with respect to such Product for such period. Vendor
shall notify F8 of any dispute regarding any amount remitted by F8 pursuant to this Section 3 within 10 calendar days of Vendor’s
receipt of such amount or Vendor shall be deemed to have irrevocably and finally accepted the amount. The Parties shall seek to
resolve any disputes expeditiously and in good faith.


 


(e)
Returns of Products.


 


(i)
Units of a Product that are returned by Vendor’s customers in accordance with applicable return policies and that are unused,
undamaged, and in the original packaging shall be returned to the applicable Facility and held as Inventory in accordance with
this Agreement. The Age of Inventory Sold of such returned units of that Product shall be calculated from the date that such units
were delivered to the Facilities for purposes of determining the F8 Fees. Any costs of restocking such returned units of such
Product shall be advanced by F8 and then reimbursed to F8 as COGS of such Product in the following distribution from the DACA
Account. If not already refunded by the applicable Platform (and deducted from the amount deposited by the Platform in the DACA
Account), F8 shall cause the refund of amounts in the DACA Account associated with properly returned units of the Product to the
appropriate customer(s).


 


(ii)
Units of a Product that are returned by Vendor’s customers in accordance with applicable return policies but are not, for
any reason, in saleable condition shall be charged to Vendor’s account as a separate sale at its COGS plus applicable fees
as per the Fee Schedule for such Product.


 


(f)
Security Interest. Without limiting F8’s rights as owner of the Inventory at all times until a Product is sold by
Vendor to a customer, as collateral security for the payment of all amounts owed to F8 under this Agreement Vendor hereby grants
to F8 (i) a purchase money security interest in all of the Inventory held in a Third-Party Facility on a consignment basis which
have not been purchased by Vendor, and (ii) a lien on and security interest in all of Vendor’s (x) Products and the proceeds
thereof, (y) any accounts receivable related to sales of Products, and (z) the DACA Account and the funds deposited therein (“Collateral”).
The Deposit Account Control Agreement is intended to constitute an “authenticated record” under the Uniform Commercial
Code with respect to such Collateral and Vendor hereby authorizes F8 to file a financing statement (or amendment thereto) as the
secured party covering the remaining Collateral in any relevant jurisdiction and to take such other steps as necessary to secure
F8’s rights in and to the Collateral.


 


4.
F8 Fees. As consideration for the inventory management services provided under this Agreement, Vendor agrees to pay
F8 a fee for each unit of each Product sold on a Platform determined in accordance with the fee schedule set forth in the applicable
Product Schedule (the “Fee Schedule”) based on the Age of Inventory Sold set forth on the Fee Schedule
(the “F8 Fees”). The first-in, first-out (FIFO) accounting method shall be used for purposes of determining
the Age of Inventory Sold of units of a Product.


 




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5.
Vendor Obligations.


 


(a)
Exclusivity. During the Term, Vendor shall not, directly or indirectly: (i) sell any Products other than through the Vendor
Sale Account on a Platform in accordance with this Agreement, (ii) purchase any Products from a Supplier or any person or entity
other than F8 in accordance with this Agreement or (iii) develop, manufacture, distribute, purchase, or sell any products that
are materially similar to or competitive with the Products.


 


(b)
Vendor Obligations. During the Term, Vendor agrees: (i) to conduct its business consistent with past practice; (ii) for
each Platform, to exclusively use the processor required by the Platform to process all credit card payments involving the DACA
Account pursuant or otherwise acceptable to F8 pursuant to a processing agreement that is acceptable to F8 (“Processor”),
(iii) to not change Vendor’s arrangements with Processor without the prior written consent of F8, (iv) to not take any action
that has the effect of causing the processor through which cards are settled to be changed from Processor to another processor;
(v) to not take any action to discourage the use of credit cards and to not permit any event to occur that could have an adverse
effect on the use, acceptance, or authorization of cards for the purchase of Products; (vi) to not take any action to cause future
receivables for Products to be settled or delivered to any account other than the DACA Account; (vii) not to sell, dispose, convey,
or otherwise transfer its business or assets without the express prior written consent of F8; (viii) to comply in all material
respects with the agreements with each Platform in which it sells Products and (ix) to maintain all Inventory held on a consignment
basis free of and clear from and against all liens and encumbrances of any nature.


 


(c)
Remedies. Vendor hereby agrees and acknowledges that any breach or threatened breach of the obligations set forth in this
Section 5 will result in irreparable harm to F8 for which there will be no adequate remedy at law. In addition to other remedies
provided by law or at equity, in such event F8 shall be entitled to seek an injunction, without the necessity of posting a bond,
to prevent any further breach of this Section 5 by Vendor.


 


(d)
Owner Guaranty. In consideration of the substantial direct and indirect benefits derived by Owner from the transactions
contemplated by this Agreement, Owner hereby absolutely, unconditionally, and irrevocably guarantees, as primary obligor, the
punctual payment of amounts due to F8 under this Agreement and the performance of all of the covenants made by Vendor in this
Section 5.


 


6.
Title and Risk of Loss. F8 shall hold title to all Products purchased by F8 and held as Inventory unless and until
they are purchased by Vendor’s customers, at which time title to Products shipped under any order shall transfer to Vendor
immediately before Vendor’s sale to its customers. All risk of loss, theft, or damage to the Inventory shall transfer to
Vendor upon delivery to a Third-Party Facility.


 


7.
Term; Termination.


 


(a)
Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect until January 31,
2022 (the “Initial Term”), unless terminated earlier as provided in this Agreement. The Initial Term
shall automatically be extended for additional 1-year periods (each, a “Renewal Term” and, collectively
with the Product Initial Term, the “Term”) unless either Party provides written notice to terminate
at least 10 weeks prior to the end of the Initial Term or the Renewal Term (as applicable).


 




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(b)
Termination.


 


(i)
Either Party may terminate this Agreement in its entirety at any time in the event of a material breach by the other Party that
remains uncured after 10 days following written notice thereof; provided, however, that a breach by
Vendor of its obligations under Section 5 shall be considered a non-curable breach and F8 may terminate this Agreement immediately
upon such breach without notice. Any such termination shall be effective immediately and automatically upon the expiration of
the applicable notice period, if any, without further notice or action by either Party. Termination shall be in addition to any
other remedies that may be available to the non-breaching Party.


 


(ii)
F8 may terminate a Product Schedule or the Agreement in its entirety, at its sole election (provided that this Agreement will
remain in effect with respect to all other Products if F8 does not elect to terminate this Agreement in its entirety), at any
time, without providing prior notice and an opportunity to cure, in the event that:


 


	 	(1)	at any time during the Term the Actual Inventory Turn
Weeks of a Product exceeds the Maximum Inventory Turn Weeks as set forth on the applicable Product Schedule;
	 	 	 
	 	(2)	at any time during the Term the Actual Cost Per Unit
of a Product exceeds the Maximum Allowable Cost Per Unit set forth on the applicable Product Schedule; or
	 	 	 
	 	(3)	at any time during the Term the Actual Lead Time of
a Product exceeds the Maximum Allowable Lead Time set forth on the applicable Product Schedule.




 


(iii)
F8 may terminate this Agreement in its entirety pursuant to Section 14(i).


 


(iv)
F8 may terminate this Agreement in its entirety at any time in the event Vendor (1) becomes insolvent or is generally unable to
pay its debts when due, (2) files, or as filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes
subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, (3) makes
or seeks to make a general assignment for the benefit of its creditors, or (4) applies for or has appointed a receiver, trustee,
custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion
of its property or business.


 


(v)
F8 may terminate this Agreement in its entirety at any time in the event Vendor sells, leases, or exchanges a material portion
of Vendor’s assets, Vendor merges with or consolidates into another entity, or a change of control of Vendor occurs.


 


(c)
Effect of Termination; Certain Remedies on or prior to Termination.


 


(i)
Termination of this Agreement for any reason shall not discharge either Party’s liability for obligations incurred and amounts
unpaid at the time of such termination (and shall not alter the obligations of the parties with respect all Product Terms that
thereafter remain in effect). Following any termination of a Product Schedule or of this Agreement in its entirety, F8 may continue
to use any sign, display, or other advertising or marketing materials containing Vendor Marks as reasonably required for the resale
of the Product or Products (as applicable) that remain in Inventory after termination. Upon termination of this Agreement in its
entirety, each Party shall destroy or return to the other all Confidential Information that is in its possession at the time of
termination.


 


(ii)
Subject to Section 7(c)(iv), upon the expiration of the Term or a termination of this Agreement in its entirety (other than resulting
from a termination of the final Product Schedule(s) by F8 pursuant to Section 7(b)(ii)), F8 shall promptly transfer all administrative
control over the Vendor Sale Account to Vendor and deliver notice to the Bank to terminate Deposit Account Control Agreement in
accordance with its terms.


 




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(iii)
Upon the expiration or termination of either a Product Schedule or the Agreement in its entirety, F8 shall offer Vendor the opportunity
to purchase the remaining unsold Inventory (of the applicable Product in the case of termination of a Product Schedule, or of
all Products in the case of termination of the Agreement in its entirety, as the case may be) at a price based on the Age of Inventory
Sold as set forth on the respective Fee Schedule(s) (the “Unsold Inventory Offer”). The Vendor shall
have 7 calendar days of receiving the Unpaid Inventory Offer from F8 to accept the Unsold Inventory Offer and make payment in
accordance with the Unsold Inventory Offer.


 


(iv)
Upon a termination (1) of a Product Schedule by F8 pursuant to Section 7(b)(ii), or (2) a termination of the Agreement by F8 pursuant
to Section 7(b)(iv), Section 7(b)(v), or Section 7(b)(i) due to a breach by Vendor of its obligations under Section 5 (whether
before or after termination of a Product Schedule or the Term), until the Unsold Inventory Offer is accepted by Vendor and payment
received by F8, F8 shall have the right to continue to sell all remaining Inventory as of the date of termination (whether on
the Platform or otherwise). In the event that the Unsold Inventory Offer is not accepted by Vendor and payment is not received
by F8, F8 shall retain all administrative control over and exclusive use of the Vendor Sale Account and the DACA Account until
F8 liquidates the Inventory at prices to be determined by F8 in its sole discretion. In this event, F8 shall retain all proceeds
from the sale of the remaining Inventory. Upon the liquidation of all remaining Inventory of all Products, F8 shall transfer administrative
control over the Vender Sale Account to Vendor and deliver notice to the Bank to terminate Deposit Account Control Agreement in
accordance with its terms.


 


8.
Insurance. Vendor shall obtain and keep in force during the Term of this Agreement (a) Commercial General Liability
insurance, including contractual liability and product liability, with a combined single limit for bodily injury and property
damage of not less than [$___________], and (b) Commercial Property insurance including Fire Legal Liability Coverage with minimum
per occurrence limit of [$_________]. The policies required in this Section 8 shall name the F8 as an additional insured and shall
cover all claims arising out of incidents or events occurring during the term of the policies.


 


9.
Intellectual Property Rights. Vendor hereby grants to F8 a non-transferable, non-exclusive, limited license to use
Vendor’s logos, trademarks, and trade names (collectively the “Vendor Marks”), in connection with
the sale of the Products upon termination or expiration of this Agreement in accordance with Section 7(c). The license shall continue
to be in effect until F8 liquidates all of the Inventory purchased during the Term of this Agreement.


 


10.
Disclaimer of Warranties. F8 makes no representations or warranties of any kind, express or implied, as to the Products
purchased from the Supplier. To the fullest extent permitted by law, F8 disclaims all warranties, express or implied, with respect
to the Products including, but not limited to, warranties of fitness for a particular purpose or use.


 


11.
Indemnification.


 


(a)
Indemnification by Vendor. Vendor agrees to defend, indemnify, and hold harmless F8, its affiliates, and their respective
officers, members, managers, employees, and agents from and against any and all third party losses, damages, suits, expenses (including
reasonable attorneys’ fees), and costs (collectively “Claims”): (i) alleging that the Vendor Marks
or any Products sold pursuant to this Agreement infringe any U.S. patent, trademark, or copyright; (ii) arising out of any defects
in any Products sold by Vendor (including, without limitation, Product Non-Conformity), (iii) arising out of the acts or omissions
of Vendor, its employees, agents, or representatives with respect to Vendor’s performance of this Agreement; or (iv) arising
out of any breach by Vendor of any of the terms, conditions, representations, or warranties provided pursuant to this Agreement;
provided, however, that Vendor shall have no liability to F8 for any Claims to the extent that such Claims
are attributable to F8 under Section ‎11(b). F8 shall promptly notify the Vendor in writing of any Claim and give control
of the defense and settlement of the Claim to the Vendor. F8 shall reasonably cooperate with Vendor, and its legal counsel and
insurance carriers, at the Vendor’s expense, in its defense of such Claims. F8 shall also have the right to participate
in the defense of any such action and have the right to hire its own legal counsel at F8’s expense.


 




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(b)
Indemnification by F8. F8 hereby agrees to defend, indemnify and hold harmless Vendor, its affiliates, and their respective
officers, directors, employees, and agents from and against any and all Claims arising out of the gross negligence or willful
misconduct of F8, its employees, agents, or representatives with respect to its performance of this Agreement. Vendor shall promptly
notify F8 in writing of any Claim, give control of the defense and settlement of the Claim to F8, and shall reasonably cooperate
with F8, its legal counsel, and insurance carriers, at F8’s expense, in its defense of such Claim. Vendor shall also have
the right to participate in the defense of any such action and have the right to hire its own legal counsel at Vendor’s
expense.


 


12.
Confidentiality.


 


(a)
The Parties acknowledge that each Party may be provided with or have access to certain information (whether in oral, tangible,
electronic, or other form) related to the other Party’s business and operations that is confidential, proprietary, or otherwise
non-public (whether or not identified as confidential) (“Confidential Information”). All Confidential
Information shall remain the property of the disclosing Party.


 


(b)
For a period of 1 year from the date of disclosure, the receiving Party shall maintain the Confidential Information in strict
confidence and disclose the Confidential Information only to its employees or agents who have a need to know such Confidential
Information in order to perform the receiving Party’s obligations contemplated by this Agreement and who are under confidentiality
obligations no less restrictive than this Agreement. The receiving Party shall at all times remain responsible for breaches of
this Agreement arising from the acts of its employees and agents. The receiving Party agrees to use the disclosing Party’s
Confidential Information solely for the purpose of performing its obligations under this Agreement and not for any other purpose
or for its own benefit or for the benefit of any third party, without the prior written approval of the disclosing Party. No Confidential
Information furnished to the receiving Party shall be duplicated or copied except as may be necessary to effectuate the purpose
of this Agreement. The receiving Party shall promptly return or, at the disclosing Party’s option, certify destruction of,
all copies of Confidential Information at any time upon the request of the disclosing Party or within 10 days following the expiration
or earlier termination of this Agreement.


 


(c)
The receiving Party shall not have any obligations to preserve the confidential nature of any Confidential Information that: (i)
receiving Party can demonstrate by competent evidence was rightfully in its possession before receipt from the disclosing Party;
(ii) is or becomes a matter of public knowledge through no fault of the receiving Party; (iii) is rightfully provided to the receiving
Party from a third party without, to the best of receiving Party’s knowledge, a duty of confidentiality; (iv) is independently
developed by receiving Party without use of the Confidential Information, as demonstrated by competent evidence; or (v) is disclosed
by receiving Party with disclosing Party’s prior written approval. If the receiving Party is confronted with legal action
to disclose Confidential Information received under this Agreement, the receiving Party shall, unless prohibited by applicable
law, provide prompt written notice to the disclosing Party to allow the disclosing Party an opportunity to seek a protective order
or other relief it deems appropriate.


 


(d)
The receiving Party hereby agrees and acknowledges that any breach or threatened breach of this Agreement regarding the treatment
of the Confidential Information will result in irreparable harm to the disclosing Party for which there will be no adequate remedy
at law. In addition to other remedies provided by law or at equity, in such event the disclosing Party shall be entitled to seek
an injunction, without the necessity of posting a bond, to prevent any further breach of this Agreement by the receiving Party.


 




    	 	9	 



    	 



    

 


13.
Limitation of Liability. IN NO EVENT WILL F8’S MAXIMUM OBLIGATION FOR INDEMNIFICATION CLAIMS UNDER THIS AGREEMENT
EXCEED AN AMOUNT EQUAL TO THE F8 FEES PAID TO F8 IN THE 6-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE INDEMNIFICATION
CLAIM. IN NO EVENT WILL F8 BE LIABLE UNDER THIS AGREEMENT TO VENDOR FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL,
EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT OR AS A RESULT OF THE SALE, DELIVERY, SERVICING, USE, OR LOSS OF
THE PRODUCTS SOLD HEREUNDER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE,
AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN.


 


14.
General.


 


(a)
Representations and Warranties. Each Party hereby represents and warrants to the other Party that: (i) such Party has the
full right, power, and authority to enter into this Agreement and to perform its obligations hereunder; (ii) such Party has obtained
all material licenses, authorizations, approvals, consents, or permits required by applicable laws to conduct its business and
perform its obligations under this Agreement; (iii) this Agreement constitutes the legal, valid, and binding obligation of such
Party, enforceable against such Party in accordance with its terms, except as may be limited by any applicable bankruptcy, insolvency,
reorganization, moratorium, or similar laws and equitable principles related to or affecting creditors’ rights generally;
and (iv) such Party is duly organized, validly existing, and in good standing under the laws of the state of such Party’s
formation. Vendor hereby represents and warrants to F8 that: (1) Vendor is not insolvent and is paying all of its debts as they
become due; (2) all financial information that Vendor has provided to F8 (including, but not limited to, the SKU Information)
is true and accurate and fairly represents Vendor’s financial condition; and (3) there are no creditors of Vendor holding
a security interest in Vendor’s assets except as completely and accurately listed on Schedule A.


 


(b)
Waiver. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized
representative of the waiving Party. The failure of either Party to enforce any provision of this Agreement shall not be construed
as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of
this Agreement thereafter.


 


(c)
Relationship of the Parties. Nothing in this Agreement shall be construed to create or imply an employment or agency relationship
or a partnership or joint venture relationship between the Parties. Each Party is an independent contractor and, except as expressly
provided for in this Agreement, neither Vendor nor F8 has the authority to bind or contract any obligation in the name of or on
account of the other Party or to incur any liability or make any statements, representations, warranties, or commitments on behalf
of the other Party.


 


(d)
Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under
this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control,
including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, electrical outages, network failures,
governmental regulations or controls, epidemic or pandemic, casualty, strikes or labor disputes, supply chain disruption, terrorism,
acts of God, or other similar or different occurrences beyond the reasonable control of the Party so defaulting or delaying in
the performance of this Agreement, for so long as such force majeure is in effect. If performance is delayed over 90 days, the
Party not experiencing the force majeure event may terminate this Agreement in its entirety.


 


(e)
Governing Law and Venue. This Agreement will be governed by and interpreted in accordance with the laws of the State of
Delaware, without giving effect to the principles of conflicts of law of such state. The United Nations Convention on Contracts
for the International Sale of Goods shall not apply to this Agreement.


 


(f)
Dispute Resolution. The Parties hereby agree that any dispute or claim arising out of or relating to this Agreement (other
than claims for preliminary injunctive relief or other pre-judgment remedies which shall be commenced in any court having jurisdiction
thereof) shall be settled by arbitration administered by the American Arbitration Association in accordance with the provisions
of its Commercial Arbitration Rules in Bethlehem, Pennsylvania by a one-person arbitrator, unless the parties mutually agree otherwise.
The Parties agree that such arbitration shall be the exclusive means of finally resolving such disputes or claims. The decision
of the arbitrator shall be final and binding on the Parties, and judgment on the award rendered may be entered in any court having
jurisdiction thereof. The prevailing Party in any dispute under this Agreement shall be entitled to receive, in addition to all
other damages to which it may be entitled, the costs and expenses incurred by such Party in conducting such dispute, including,
without limitation, reasonable attorneys’ fees, court costs, arbitrators’ fees, and administrative fees.


 




    	 	10	 



    	 



    

 


(g)
Cooperation. Each Party shall fully cooperate with the other Party with respect to the performance of this Agreement. Each
Party will provide or make available to the other Party any information and will execute and deliver such further documents that
may reasonably be required in order to effectively perform this Agreement.


 


(h)
Assignment; No Third-Party Beneficiaries. Vendor may not assign this Agreement nor delegate performance hereunder,
either in whole or part, without the express written consent of F8. Any assignment without such consent of F8 shall be null and
void. This Agreement shall be binding upon and inure to the benefit of the successors and permitted assigns of the Parties. Except
as provided in Section 11, there are no third-party beneficiaries to this Agreement.


 


(i)
Severability. If any provision or portion of this Agreement shall be held by a court of competent jurisdiction to be illegal,
invalid, or unenforceable, the remaining provisions or portions shall remain in full force and effect. Upon a determination that
any material provision of this Agreement is illegal, invalid, or unenforceable, F8 may, in its discretion, (i) negotiate in good
faith with Vendor to modify such provision to affect the original intent of the Parties as closely as possible in order that the
transactions contemplated by this Agreement be consummated as originally intended, or (ii) terminate this Agreement upon notice
to Vendor.


 


(j)
Interpretation. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and
ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions
to which they appertain. This Agreement shall not be construed more strongly against either Party regardless of which Party is
more responsible for its preparation.


 


(k)
Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original,
but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed
signature page delivered via facsimile or electronic transmission shall be deemed as effective as an original executed signature
page.


 


(l)
Notice. All notices or other communications required under this Agreement shall be deemed effective when received and made
in writing by either (i) hand delivery, (ii) registered mail, (iii) certified mail, return receipt requested, (iv) facsimile or
email, or (v) overnight mail, addressed to the Party to be notified at the address specified on the signature page to this Agreement.


 


(m)
Entire Agreement; Amendment. This Agreement, and any schedules and exhibits attached hereto, is the entire agreement between
the Parties with respect to the subject matter hereof and supersedes any prior agreement or communications between the Parties,
whether written, oral, electronic or otherwise. No change, modification, amendment, or addition of or to this Agreement shall
be valid unless in writing and signed by both of the Parties. Each Party hereto has received independent legal advice regarding
this Agreement and their respective rights and obligations set forth herein.


 


(n)
Survival. Subject to the limitations and other provisions of this Agreement: (i) the representations and warranties of
the Parties contained herein shall survive the expiration or earlier termination of the Term for a period of 12 months after such
expiration or termination; and (ii) any other provision of this Agreement that, in order to give proper effect to its intent,
should survive such expiration or termination, shall survive the expiration or earlier termination of the Term for the period
specified therein, or if nothing is specified for a period of 12 months after such expiration or termination.


 


[Signature
Page Follows]


 




    	 	11	 



    	 



    

 


In
witness whereof, the Parties hereto have executed this Agreement on the date first written above.


 


	 	EDISON
    NATION, LLC
	 	 	 
	 	By:	 
	 	Name:	Brett
    Vroman
	 	Title:	Authorized
    Agent
	 	 	 
	 	Address:
	 	 	 
	 	Phone:	 
	 	Email:	bvroman@edisonnation.com
	 	 	 
	 	Forever 8 Fund, LLC
	 	 	 
	 	By:	 
	 	Name:	Paul
    Vassilakos
	 	Title:	Member
	 	 	 
	 	Address:
    1 West Broad Street, Suite 1004, Bethlehem, PA 18018
	 	 	 
	 	Phone:	(646)
    240-4262
	 	Email:	pvassilakos@forever8fund.com


 


[Signature
Page to Inventory Management Agreement]


 




    	 	 	 



     


    

 


Schedule
A


Product
Schedule A-1


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7323-ZZ
	Description of SKU:	 	Twilight Turtle Classic Night Light Star Projector
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$7.11
	Projected Monthly Sales	 	1,682
	Historical Lead Time	 	115
	Planned Inventory Turn Weeks	 	17
	 	 	 
	Starting Inventory Units:	 	3,000
	Agreed Existing Inventory Units	 	0
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	6,448
	Minimum Inventory Turn Weeks	 	8
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
	 	 	California 3PL [BV to insert legal name& location]
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	 	 	www.cloudb.com - Magento
	Other Vendor Sale Accounts:	 	BBB/Macy’s - CommerceHub
	 	 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
	 	 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	33
	Maximum Allowable Cost Per Unit	 	$8.18
	Maximum Allowable Lead Time (days)	 	145
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-1
Fee Schedule. The F8 Fees for this Product Schedule A-1 will be determined as follows:


 


 


 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.60), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.81).


 




    	 	 	 



     


    

 


Product
Schedule A-2


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7423-AQ
	Description of SKU:	 	Cloud B Tranquil Turtle, Aqua
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$6.50
	Projected Monthly Sales	 	901
	Historical Lead Time	 	115
	Planned Inventory Turn Weeks	 	17
	 	 	 
	Starting Inventory Units:	 	3,000
	Agreed Existing Inventory Units	 	0
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,453
	Minimum Inventory Turn Weeks	 	8
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
	 	 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com - Magento
	 	 	BBB/Macy’s - CommerceHub
	 	 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
	 	 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	33
	Maximum Allowable Cost Per Unit	 	$7.48
	Maximum Allowable Lead Time (days)	 	145
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    




 


A-2
Fee Schedule. The F8 Fees for this Product Schedule A-2 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.40), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.58).


 




    	 	 	 



     


    

 


Product
Schedule A-3


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, Inc.
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7423-PR
	Description of SKU:	 	Cloud b Tranquil Turtle Ocean Nightlight and Sound Soother
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$8.64
	Projected Monthly Sales	 	683
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	19
	 	 	 
	Starting Inventory Units:	 	3,004
	Agreed Existing Inventory Units	 	4
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,000
	Minimum Inventory Turn Weeks	 	10
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, Inc. Clearwater, Florida Warehouse
	 	 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com - Magento
	 	 	BBB/Macy’s - CommerceHub
	 	 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
	 	 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	38
	Maximum Allowable Cost Per Unit	 	$9.94
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-3
Fee Schedule. The F8 Fees for this Product Schedule A-3 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.84), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($1.23).


 




    	 	 	 



     


    

 


Product
Schedule A-4


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7303-Z8
	Description of SKU:	 	Cloud b Sleep Sheep Sound Soother
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$6.67
	Projected Monthly Sales	 	2,056
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	17
	 	 	 
	Starting Inventory Units:	 	9,316
	Agreed Existing Inventory Units	 	4,312
	Additional Starting Inventory Units	 	5,004
	Minimum Inventory Amount	 	8,225
	Minimum Inventory Turn Weeks	 	9
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
	 	 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com - Magento
	 	 	BBB/Macy’s - CommerceHub
	 	 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
	 	 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	35
	Maximum Allowable Cost Per Unit	 	$0.00
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    




 


A-4
Fee Schedule. The F8 Fees for this Product Schedule A-4 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.48), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.72).


 




    	 	 	 



     


    




 


Product
Schedule A-5


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7302-ZZ
	Description of SKU:	 	Cloud b Sleep Sheep On The Go Travel Sound Soother
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$5.87
	Projected Monthly Sales	 	1,578
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	17
	 	 	 
	Starting Inventory Units:	 	11,147
	Agreed Existing Inventory Units	 	8,147
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	6,312
	Minimum Inventory Turn Weeks	 	9
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
	 	 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com – Magento
	 	 	BBB/Macy’s – CommerceHub
	 	 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
	 	 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	35
	Maximum Allowable Cost Per Unit	 	$6.75
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]




 




    	 	 	 



     


    




 


A-5
Fee Schedule. The F8 Fees for this Product Schedule A-5 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.44), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.64).


 




    	 	 	 



     


    




 


Product
Schedule A-6


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7323-BL
	Description of SKU:	 	Cloud b Twilight Turtle Blue Night Light Soother
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$6.22
	Projected Monthly Sales	 	551
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	24
	 	 	 
	Starting Inventory Units:	 	3,224
	Agreed Existing Inventory Units	 	224
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,000
	Minimum Inventory Turn Weeks	 	12
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
	 	 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com – Magento
	 	 	BBB/Macy’s – CommerceHub
	 	 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
	 	 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	47
	Maximum Allowable Cost Per Unit	 	$7.15
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]




 



    	 	 	 



     


    

 


A-6
Fee Schedule. The F8 Fees for this Product Schedule A-6 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.28), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.55).


 




    	 	 	 



     


    

 


Product
Schedule A-7


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7323-PR
	Description of SKU:	 	Cloud b Twilight Turtle Purple Night Light Soother
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$6.41
	Projected Monthly Sales	 	451
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	29
	 	 	 
	Starting Inventory Units:	 	3,001
	Agreed Existing Inventory Units	 	1
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,000
	Minimum Inventory Turn Weeks	 	14
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
		 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com - Magento
		 	BBB/Macy’s - CommerceHub
		 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
		 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	58
	Maximum Allowable Cost Per Unit	 	$7.37
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-7
Fee Schedule. The F8 Fees for this Product Schedule A-7 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.50), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.73).


 




    	 	 	 



     


    

 


Product
Schedule A-8


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7473-WUN
	Description of SKU:	 	Cloud b Twilight Buddies Winged Unicorn Night Light Soother
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$6.64
	Projected Monthly Sales	 	249
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	52
	 	 	 
	Starting Inventory Units:	 	3,317
	Agreed Existing Inventory Units	 	317
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,000
	Minimum Inventory Turn Weeks	 	26
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
		 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com – Magento
		 	BBB/Macy’s – CommerceHub
		 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
		 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	104
	Maximum Allowable Cost Per Unit	 	$7.64
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-8
Fee Schedule. The F8 Fees for this Product Schedule A-8 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.27), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.53).


 




    	 	 	 



     


    

 


Product
Schedule A-9


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7470-FX8
	Description of SKU:	 	Cloud b Frankie The Fox Sound Soother
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$6.85
	Projected Monthly Sales	 	273
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	48
	 	 	 
	Starting Inventory Units:	 	3,000
	Agreed Existing Inventory Units	 	0
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,000
	Minimum Inventory Turn Weeks	 	24
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
		 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com - Magento
		 	BBB/Macy’s - CommerceHub
		 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
		 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	95
	Maximum Allowable Cost Per Unit	 	$7.88
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-9
Fee Schedule. The F8 Fees for this Product Schedule A-9 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.58), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.85).


 




    	 	 	 



     


    

 


Product
Schedule A-10


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7106-UC
	Description of SKU:	 	Soothing Sounds Ella The Unicorn (White Noise Machine)
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$6.95
	Projected Monthly Sales	 	227
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	57
	 	 	 
	Starting Inventory Units:	 	3,206
	Agreed Existing Inventory Units	 	206
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,000
	Minimum Inventory Turn Weeks	 	29
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
		 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com – Magento
		 	BBB/Macy’s – CommerceHub
		 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
		 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	114
	Maximum Allowable Cost Per Unit	 	$7.99
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]




 




    	 	 	 



     


    

 


A-10
Fee Schedule. The F8 Fees for this Product Schedule A-10 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.31), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.51).


 




    	 	 	 



     


    

 


Product
Schedule A-11


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7323-T2P
	Description of SKU:	 	Cloud b Pink Twinkling Twilight Turtle, 1 EA
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$7.10
	Projected Monthly Sales	 	341
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	38
	 	 	 
	Starting Inventory Units:	 	4,734
	Agreed Existing Inventory Units	 	1,734
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,000
	Minimum Inventory Turn Weeks	 	19
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third-Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
		 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com – Magento
		 	BBB/Macy’s – CommerceHub
		 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
		 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	76
	Maximum Allowable Cost Per Unit	 	$8.17
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-11
Fee Schedule. The F8 Fees for this Product Schedule A-11 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.10), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.30).


 




    	 	 	 



     


    

 


Product
Schedule A-12


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	King Honor Enterprises Ltd.
	Product:	 	7323-T2
	Description of SKU:	 	Night Light Star Projector with Soothing Melodies, Twinkling Twilight Turtle - Aqua
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$6.95
	Projected Monthly Sales	 	449
	Historical Lead Time	 	120
	Planned Inventory Turn Weeks	 	29
	 	 	 
	Starting Inventory Units:	 	4,312
	Agreed Existing Inventory Units	 	1,312
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,000
	Minimum Inventory Turn Weeks	 	14
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
		 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	www.cloudb.com - Magento
		 	BBB/Macy’s - CommerceHub
		 	BBB-Nordstrom, VonMaur, Target.com DVS - SPS Commerce
		 	Nordstrom Rack, other Brick & Mortar - Retailers for Cloud B, Pirasta
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	58
	Maximum Allowable Cost Per Unit	 	$7.99
	Maximum Allowable Lead Time (days)	 	150
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-12
Fee Schedule. The F8 Fees for this Product Schedule A-12 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.60), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.88).


 




    	 	 	 



     


    

 


Product
Schedule A-13


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	SupplyOne Tampa
	Product:	 	D8-9H8V-HIPD
	Description of SKU:	 	Cardboard Shipping Boxes, 9x6x4 Inch, Pack of 25
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$4.84
	Projected Monthly Sales	 	1,012
	Historical Lead Time	 	75
	Planned Inventory Turn Weeks	 	8
	 	 	 
	Starting Inventory Units:	 	2,101
	Agreed Existing Inventory Units	 	1
	Additional Starting Inventory Units	 	2,100
	Minimum Inventory Amount	 	2,530
	Minimum Inventory Turn Weeks	 	4
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
	 	 	 
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	 
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	15
	Maximum Allowable Cost Per Unit	 	$5.56
	Maximum Allowable Lead Time (days)	 	105
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 





A-13
Fee Schedule. The F8 Fees for this Product Schedule A-13 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.00), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.22).


 




    	 	 	 



     


    

 


Product
Schedule A-14


 


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	Ningbo OK Homeware lmp&Exp Co. Ltd
	Product:	 	11001
	Description of SKU:	 	Universal Acrylic Serveware Stand and Tray (Reversible Cake Stand, Punch Bowl, Serving Platter Tray and Dip Bowl)
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$4.25
	Projected Monthly Sales	 	1,701
	Historical Lead Time	 	70
	Planned Inventory Turn Weeks	 	10
	 	 	 
	Starting Inventory Units:	 	3,000
	Agreed Existing Inventory Units	 	0
	Additional Starting Inventory Units	 	3,000
	Minimum Inventory Amount	 	3,970
	Minimum Inventory Turn Weeks	 	5
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	 
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	20
	Maximum Allowable Cost Per Unit	 	$4.89
	Maximum Allowable Lead Time (days)	 	100
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-14
Fee Schedule. The F8 Fees for this Product Schedule A-14 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.21), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.40).


 




    	 	 	 



     


    

 


Product
Schedule A-15


	Product Land Date:	 	10/1/2020
	Parties:	 	 
	Vendor	 	Edison Nation, LLC
	Owner	 	Forever 8 Fund, LLC
	Supplier:	 	[Insert Supplier]
	Product:	 	HSL 01
	Description of SKU:	 	HSL 01 (Orange Himalayan Salt Lamp w/ base)
	 	 	 
	SKU Information:	 	 
	Historical Cost per Unit	 	$3.84
	Projected Monthly Sales	 	1,294
	Historical Lead Time	 	75
	Planned Inventory Turn Weeks	 	11
	 	 	 
	Starting Inventory Units:	 	1,000
	Agreed Existing Inventory Units	 	0
	Additional Starting Inventory Units	 	1,000
	Minimum Inventory Amount	 	3,236
	Minimum Inventory Turn Weeks	 	5
	 	 	 
	Third Party Facility:	 	AMZN FBA
	Other Third Party Facility	 	Edison Nation, LLC Clearwater, Florida Warehouse
		 	3PL -2100-C Palmetto St, UNIT C, Clearwater, FL 33765
	 	 	 
	Vendor Sale Accounts:	 	AMZN Seller Central
	Other Vendor Sale Accounts:	 	 
	 	 	 
	Termination Thresholds:	 	 
	Maximum Inventory Turn Weeks	 	22
	Maximum Allowable Cost Per Unit	 	$4.42
	Maximum Allowable Lead Time (days)	 	105
	 	 	 
	Bank:	 	Enterprise Bank
	 	 	 
	Vendor holding a security interest in Vendor’s assets:	 	[To be inserted post UCC search]



 




    	 	 	 



     


    

 


A-15
Fee Schedule. The F8 Fees for this Product Schedule A-15 will be determined as follows:


 





 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 


For
purposes of the F8 Free Ranges (per Unit), the fees are prorated for the daily age of the inventory. For example, if the proceeds
of the sale of units of Inventory are received in the DACA Account on day one (1), the applicable fee is low point of the range
($0.36), whereas if the proceeds of the sale of units of Inventory are received in the DACA Account on day fourteen (14), the
applicable fee is high point of the range ($0.49).


 




    	 	 	 



     


    

 


Product
Schedule A-16-24


 





 




    	 	 	 



     


    

 


A-16-24
Fee Schedule. The F8 Fees for this Product Schedule A-14-22 will be determined as follows:


 


FEE
SCHEDULE TO BE DETERMINED ONCE FORECASTS ARE FINALIZED


 


For
purposes of this Fee Schedule, Age of Inventory Sold with respect to particular unit(s) of Inventory is measured beginning on
the date such unit(s) of Inventory arrived at the Facilities until the date that the proceeds of the sale of such units of Inventory
by Vendor to Vendor’s customer are received in the DACA Account.


 




    	 	 	 



     


    

 


Schedule
B


 


Form
of DACA Agreement


 




    	 	 	 



     


    

 


DEPOSIT
ACCOUNT CONTROL AGREEMENT


 


THIS
DEPOSIT ACCOUNT CONTROL AGREEMENT (this “Agreement”) is entered into as of [Date], by and among Forever
8 Fund, LLC, a Delaware corporation (“Inventory Partner”), [Name of Customer], a [state
of incorporation / formation] corporation / limited liability company (“Customer”), and Enterprise Bank
& Trust, a Missouri chartered trust company with banking powers (“Bank”).


 


BACKGROUND:


 


Customer
has granted to Inventory Partner a security interest in a deposit account maintained by Customer with Bank pursuant to that certain
Inventory Management Agreement dated as of [ ] by and between Customer and Inventory Partner (“Inventory Agreement”)
and in all funds now in, or hereafter deposited into, that account, including any interest earned thereon. The Customer is requesting
that the Bank enter into this Agreement. The Bank is willing to do so upon the terms contained in this Agreement.


 


AGREEMENT:


 


1.
The Account. Bank represents and warrants to Inventory Partner that:


 


(a)
Customer maintains deposit account number   with Bank (“Account”). The Account is a demand
deposit account.


 


(b)
As of the date of this Agreement, Bank does not know of any claim to or interest in or agreement relating to the Account, except
for this Agreement and the claims and interests of the parties hereto.


 


(c)
The records of Bank with respect to the Account shall recognize and reflect the security interest in favor of Inventory Partner.


 


2.
Control of Account by Inventory Partner; Customer’s Rights in Account.


 


(a)
Account Restricted Immediately. Except as provided in this Agreement or as otherwise agreed to by Inventory Partner in writing,
as of and after the date of this Agreement (i) Customer shall have no access to the Account and Bank shall not permit any funds
to be transferred or withdrawn by Customer from the Account except with the prior written consent of the Inventory Partner, (ii)
Inventory Partner shall have exclusive control over transfers and withdrawals from the Account (Customer irrevocably authorizing
and directing Bank to comply solely with requests of Inventory Partner with respect thereto), and (iii) all available funds in
the Account will be transferred by Bank in accordance with the written instructions of Inventory Partner. Bank shall have no obligation
to follow instructions of Inventory Partner set forth herein or otherwise if Bank in good faith believes that it is or may be
restricted by law from following Inventory Partner’s instructions. If the Account is a certificate of deposit or other time
deposit, then at the expiration of its term, unless Bank has received written instructions to the contrary from Inventory Partner,
the Account shall be renewed for a term which is equal to the immediately preceding term.


 


(b)
Before Inventory Partner attempts to give Bank any instructions concerning the Account, Inventory Partner shall deliver to Bank
such documentation as Bank may from time to time reasonably request to evidence the authority of those partners, officers, employees
or agents whom Inventory Partner may designate to give instructions.


 


(c)
It is the intent of the parties to this Agreement that Inventory Partner has control over the Account within the meaning of Section
9-104 of the Uniform Commercial Code (“UCC”).


 




    	 	 	 



     


    

 


3.
Priority of Inventory Partner’s Security Interest; Limitations on Bank; Rights Reserved by Bank.


 


(a)
All of Bank’s present and future rights against the Account are subordinate to Inventory Partner’s security interest
therein and Bank agrees not to exercise or claim any right to offset, banker’s lien or like right against the Account; provided
however, that Inventory Partner agrees that nothing herein subordinates or waives, and that Bank expressly reserves, all of Bank’s
present and future rights (whether described as rights of setoff, banker’s lien, chargeback or otherwise, and whether available
to Bank under law or any other agreement between Bank and Customer concerning the Account, or otherwise) with respect to only:
(i) any item deposited to the Account and returned unpaid, whether for insufficient funds or for any other reason, and without
regard to the timeliness of such return or the occurrence or timeliness of any drawee’s notice of non-payment; (ii) any
item subject to a claim against Bank of breach of transfer or presentment warranty under the UCC, as adopted in the applicable
state; (iii) any substitute check or purported substitute check deposited to the Account that is the subject of an indemnity claim,
including, but not limited to, breach of warranty, under the Check Clearing for the 21st Century Act and its implementing
regulations (collectively, “Check 21”); (iv) any automated clearing house (“ACH”) entry
credited to the Account and returned unpaid or subject to an adjustment entry under applicable clearing house rules, whether for
insufficient funds or for any other reason, and without regard to the timeliness of such return or adjustment; (v) any credit
to the Account from a merchant card transaction, against which a contractual demand for chargeback has been made; (vi) any credit
to the Account made in error; and (vii) Bank’s usual and customary charges for services rendered in connection with the
Account. Items, entries, and transactions described in clauses (i) through (vii) of this paragraph are hereinafter collectively
referred to as “Returned Items”.


 


(b)
Except as otherwise required by law, Bank will not agree with any third party to comply with orders or instructions originated
by such third party.


 


4.
Returned Item Amounts. Customer and Inventory Partner understand and agree that Bank will collect the amount (“Returned
Item Amount”) of each Returned Item by debiting the Account. Customer and Inventory Partner further understand and agree
that in the event the Returned Item is a substitute check or a purported substitute check, in addition to the Returned Item Amount,
Bank may debit the Account for any further amount to satisfy the indemnity claim under Check 21. Customer shall pay the amount
of each Returned Item immediately upon demand to the extent there are not sufficient funds in the Account to cover such amount
on the day of the debit. Inventory Partner shall pay to Bank, within twenty (20) days after demand on Inventory Partner by Bank,
any such amount that has not been paid in full by Customer within ten (10) days after demand on Customer by Bank to the extent
that Inventory Partner received proceeds from the corresponding Returned Item; provided however, that if Bank is stayed from making
such demand upon Customer as a result of a bankruptcy or similar proceeding, then Bank shall be deemed to have made such demand
upon Customer at the commencement of such proceeding. Bank agrees that any demand upon Inventory Partner for payment of such amount
shall be made within [one hundred twenty (120)] days after termination of this Agreement.


 


5.
Statements; Notices of Adverse Claims. Bank will send copies of all statements for the Account simultaneously to Customer
and Inventory Partner. Bank may disclose to Inventory Partner such other information concerning the Account as Inventory Partner
may from time to time request; provided however, that Bank shall have no duty or obligation to comply with any such request. Except
as otherwise required by law, Bank will use reasonable efforts to promptly notify Inventory Partner and Customer if Bank receives
a notice that any other person claims that it has a property interest in or is otherwise asserting any adverse claim against the
Account. Customer and Inventory Partner shall have thirty (30) days after receipt of a statement of the Account to notify Bank
of an error in such statement. Bank’s liability for any such error is limited in accordance with Section 6 hereof.


 


6.
Bank’s Responsibility:


 


(a)
Bank will not be liable to Inventory Partner for complying with instructions from Customer that are received by Bank prior to
the effective date of this Agreement.


 


(b)
Bank will not be liable to Customer for complying with instructions originated by Inventory Partner following the effective date
of this Agreement, even if Customer notifies Bank that Inventory Partner is not legally entitled to issue instructions, unless
Bank takes the action after it is served with an injunction, restraining order, or other legal process enjoining it from doing
so, issued by a court of competent jurisdiction, and has had a reasonable opportunity to act on the injunction, restraining order
or other legal process.


 


(c)
This Agreement does not create any obligation of Bank except for those expressly set forth herein. In particular, Bank need not
investigate whether Inventory Partner is entitled under Inventory Partner’s agreements with Customer to control the account
or issue instructions. Bank may rely on any and all notices and communications it believes are given by the appropriate party.


 




    	 	 	 



     


    

 


(d)
Bank will not have any liability to Customer or Inventory Partner for claims, losses, liabilities or damages resulting from any
failure to comply with instructions or delay in complying with instructions if such failure or delay is due to circumstances beyond
Bank’s reasonable control.


 


(e)
Bank will not have any liability to Customer or Inventory Partner for claims, losses, liabilities or damages suffered or incurred
by Customer or Inventory Partner as a result of or in connection with this Agreement except to the extent such losses, liabilities
and damages directly result from Bank’s gross negligence or willful misconduct.


 


(f)
Bank may consult with legal counsel and other experts selected by it and shall not be liable for any action taken or omitted to
be taken by it in good faith in accordance with the advice of such counsel or experts.


 


(g)
In no event will Bank have any liability to Customer or Inventory Partner in connection herewith for any consequential, special,
punitive or indirect loss or damage whether or not any claim for such damages is based on tort or contract or Bank knew or should
have known the likelihood of such damages in any circumstances.


 


7.
Indemnity.


 


(a)
Customer will indemnify Bank, its officers, directors, employees, and agents against claims, demands, losses, liabilities, damages,
costs and expenses (including reasonable attorneys’ fees and disbursements) arising out of this Agreement or Bank following
any instruction or request of Customer or Inventory Partner in connection with this Agreement, except to the extent the claims,
liabilities, costs and expenses are caused by Bank’s gross negligence or willful misconduct.


 


(b)
Inventory Partner will indemnify Bank, its officers, directors, employees, and agents against claims, demands, losses, liabilities,
damages, costs and expenses (including reasonable attorneys’ fees and disbursements), arising out of Bank following any
instruction or request of Inventory Partner in connection with this Agreement, except to the extent the claims, liabilities, costs
and expenses are caused by Bank’s gross negligence or willful misconduct. Creditor Inventory Partner will pay such amount
as may be due to Bank under this indemnity within twenty (20) days of demand on Creditor Inventory Partner by Bank to the extent
such amount has not paid in full by Customer within ten (10) days after demand on Customer by Bank; provided however, that if
Bank is stayed from making such demand upon Customer as a result of a bankruptcy or similar proceeding, then Bank shall be deemed
to have made such demand upon Customer at the commencement of such proceeding.


 


(c)
Inventory Partner’s and Customer’s liabilities to Bank under this Section are joint and several.


 


8.
Termination; Survival.


 


(a)
This Agreement may be terminated at any time by either Bank or Inventory Partner, upon thirty (30) days prior written notice to
each of the other parties. Upon such termination, funds in the Account shall remain subject to any rights and interests of Inventory
Partner under the Inventory Agreement and other agreements and applicable law. No notice of termination given by Customer shall
be effective until consented to by Inventory Partner in writing.


 


(b)
This Agreement shall terminate upon Bank’s receipt of written notice from Inventory Partner expressly stating that Inventory
Partner no longer claims any security interest in the Account.


 


(c)
Sections 4, “Returned Item Amounts,” 6, “Bank’s Responsibility,” and 7, “Indemnity,”
will survive termination of this Agreement.


 




    	 	 	 



     


    

 


9.
Governing Law; Waiver of Jury Trial.


 


(a)
This Agreement and the Account shall be governed by and construed in accordance with the laws of the State of Missouri (without
reference to conflict of law principles).


 


(b)
The local law of Bank’s jurisdiction for purposes of Section 9-304 of the Uniform Commercial Code shall be deemed to be
the State of Missouri.


 


(c)
Inventory Partner, Customer and Bank irrevocably waive the right to trial by jury with respect to any action in which Inventory
Partner, Customer and/or Bank are parties relating to or arising out of or in connection with this Agreement.


 


10.
Entire Agreement. This Agreement is the entire agreement and supersedes any prior agreements and contemporaneous oral agreements
of the parties concerning its subject matter.


 


11.
Amendments; Waivers. This Agreement may be amended or modified only in writing signed by all parties hereto, and no waiver
of any right under this Agreement will be binding unless it is in writing and signed by the party to be charged. No party’s
failure or delay in exercising any right or remedy under this Agreement will operate as a waiver of such right or remedy; and
no single or partial exercise by a party of any right or remedy under this Agreement will preclude any additional or further exercise
of such right or remedy or the exercise of any other right.


 


12.
Severability. To the extent a provision of this Agreement is unenforceable, this Agreement will be construed as if the
unenforceable provision were omitted.


 


13.
Other Agreements. As long as this Agreement remains in effect, transactions involving the Account shall be subject, except
to the extent inconsistent herewith, to the provisions of such deposit account agreements, disclosures, and fee schedules as are
in effect from time to time with respect to the Account. To the extent that any provision in this Agreement conflicts with any
other provision in any other agreement between Customer, Bank or Inventory Partner, the provisions of this Agreement shall control.


 


14.
Successors and Assigns. The provisions of this Agreement shall be binding upon and inure to the benefit of Bank, Inventory
Partner and Customer and their respective heirs, executors, administrators, legal representatives, successors and assigns, provided
that Customer may not assign this Agreement of the other parties.


 


15.
Notices. All notices, requests and demands which any party is required or may desire to give to any other party under any
provision of this Agreement must be in writing (unless otherwise specifically provided) and delivered to each party via hand delivery,
first class certified or registered mail, return receipt requested or via via e-mail at the addresses set forth below its signature,
or to such other address or e-mail as any party may designate by written notice to all other parties. Any notice of communication
to Bank will be effective when Bank has actually received, and has had a reasonable time to act on, any such notice or communication.
Any notice or communication to Customer or Inventory Partner will be effective either on the date it is actually received or three
days after it was mailed by first class certified or registered mail, return receipt requested, whichever is earlier.


 


16.
Counterparts. This Agreement may be executed in counterparts, each of which shall be an original, and all of which shall
constitute but one and the same instrument.


 


REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK


 






    	 	 	 



     


    

 


IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first set forth above.


 


The
foregoing is hereby acknowledged and agreed to, effectives as of the last of the dates set forth below.


 


	NAME
    OF CUSTOMER	 
	 	 	 
	 	 
	By:	 	 
	Title:	 	 
	Date:
    	 	 
	Address:	 	 
	Facsimile:	 	 
	Telephone:	    	 


 


	NAME
    OF INVENTORY PARTNER	 
	 	 	 
	 	 
	By:	Forever 8 Fund, LLC	 
	Title:	Member	 
	Date:
    	 	 
	Address:	614 N. DuPont Highway, Suite 210, Dover, DE 19901	 
	Email:	pvassilakos@forever8fund.com	 
	Facsimile:	646-383-6377	 
	Telephone:	646-240-4262	 


 


	ENTERPRISE
    BANK & TRUST	 
	 	 	 
	 	 
	By:	Colleen M. Shea	 
	Title:	Senior Vice President	 
	Date:
    	 	 
	Address:
    	1281
    North Warson Rd.	 
		St.
Louis, Missouri 63132	 
	Email:	 	 
	Facsimile:	314-810-1591	 
	Telephone:	314-810-3611	 


 


With
a Copy to:


 


Enterprise
Bank & Trust


Attn:
[Account Officer Name]


Address:
 


Facsimile:


Telephone: