Exhibit
4.6


 


GLOBAL
AXCESS 2011 - C

LOAN AND SECURITY AGREEMENT


 


This LOAN AND SECURITY
AGREEMENT (this “Agreement”), is entered into as of December 29th, 2011 (“Effective Date”)
by and between:


 


GLOBAL AXCESS CORP.,
a Nevada corporation, whose address is: 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256; NATIONWIDE MONEY SERVICES
INC., a Nevada corporation, whose address is: 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256; NATIONWIDE NTERTAINMENT
SERVICES, INC., a Nevada corporation, whose address is: 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256; EFT INTEGRATION,
INC., a Florida corporation, whose address is: 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256, (collectively, the
foregoing entities shall be referred to herein and throughout the Loan Documents as the “Borrowers”); and FIFTH THIRD
BANK, an Ohio Banking corporation, whose address is: 9716 San Jose Blvd., Suite 200, Jacksonville, FL 32257 (the “Bank”).


 


BACKGROUND


 


A.The Borrowers
desire to borrow funds and obtain other financial accommodations from the Bank.


 


B.Pursuant to
the Borrowers request, the Bank is willing to extend such financial accommodations to the Borrowers under the terms and conditions
set forth herein.


 


In consideration of
the foregoing and the mutual agreements hereinafter set forth, the Borrowers and the Bank hereby agree as follows:


 


Article
I

DEFINITIONS.


 


1.1.Defined
Terms. For the purposes of this Agreement, the following capitalized words and phrases shall have the meanings set forth below.


 


“Affiliate”
of any Person shall mean (a) any other Person which, directly or indirectly, controls or is controlled by or is under common control
with such Person, and (b) any officer or director of such Person. A Person shall be deemed to be “controlled by” any
other Person if such Person possesses, directly or indirectly, power to direct or cause the direction of the management and policies
of such Person whether by contract, ownership of voting securities, membership interests or otherwise.


 


“Bankruptcy
Code” shall mean the United States Bankruptcy Code, as now existing or hereafter amended.


 


“Business
Day” shall mean any day other than a Saturday, Sunday or a legal holiday on which banks are authorized or required to
be closed for the conduct of commercial banking business in New York, New York.


 



    	 



    	 



    

“Capital
Lease” shall mean, as to any Person, a lease of any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, by such Person as lessee that is, or should be, in accordance with Financial Accounting Standards
Board Statement No. 13. as amended from time to time, or, if such Statement is not then in effect, such statement of GAAP as may
be applicable, recorded as a “capital lease” on the balance sheet of the Borrowers prepared in accordance with GAAP.


 


“Change
in Ownership and Control” shall have the meaning set forth in Section 11.9 hereof.


 


“Collateral”
shall have the meaning set forth in Section 6.1 hereof and as defined elsewhere in the Loan Documents, with such
other definitions being incorporated herein.


 


“Contingent
Liability” and “Contingent Liabilities” shall mean, respectively, each obligation and liability of
the Borrowers and all such obligations and liabilities of the Borrowers incurred pursuant to any agreement, undertaking or arrangement
by which the Borrowers: (a) guarantees, endorses or otherwise becomes or is contingently liable upon (by direct or indirect agreement,
contingent or otherwise, to provide funds for payment, to supply funds to, or otherwise to invest in, a debtor, or otherwise to
assure a creditor against loss) the indebtedness, dividend, obligation or other liability of any other Person in any manner (other
than by endorsement of instruments in the course of collection), including without limitation, any indebtedness, dividend or other
obligation which may be issued or incurred at some future time; (b) guarantees the payment of dividends or other distributions
upon the shares or ownership interest of any other Person; (c) undertakes or agrees (whether contingently or otherwise): (i) to
purchase, repurchase, or otherwise acquire any indebtedness, obligation or liability of any other Person or any property or assets
constituting security therefor, (ii) to advance or provide funds for the payment or discharge of any indebtedness, obligation
or liability of any other Person (whether in the form of loans, advances, stock purchases, capital contributions or otherwise),
or to maintain solvency, assets, level of income, working capital or other financial condition of any other Person, or (iii) to
make payment to any other Person other than for value received; (d) agrees to lease property or to purchase securities, property
or services from such other Person with the purpose or intent of assuring the owner of such indebtedness or obligation of the
ability of such other Person to make payment of the indebtedness or obligation; (e) to induce the issuance of, or in connection
with the issuance of, any letter of credit for the benefit of such other Person; or (f) undertakes or agrees otherwise to assure
a creditor against loss. The amount of any Contingent Liability shall (subject to any limitation set forth herein) be deemed to
be the outstanding principal amount (or maximum permitted principal amount, if larger) of the indebtedness, obligation or other
liability guaranteed or supported thereby.


 


“Debt
Service” shall mean, as calculated for the respective Reference Period and computed on a consolidated basis (if applicable),
Borrowers’ interest expense plus all principal payments with respect to Indebtedness that were paid or were due and payable
during such period.


 



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“Debt
Service Coverage Ratio” shall mean, as calculated for the respective Reference Period and computed on a consolidated
basis (if applicable), a ratio calculated as follows: (a) EBITDA excluding all distributions, dividends and non-cash gains or
losses as determined in accordance with GAAP; divided by (b) Debt Service. The Debt Service Coverage Ratio is to be measured quarterly.


 


“Default
Rate” shall mean the applicable rate of interest in effect with respect to each of the Loans plus five percent
(5%) per annum.


 


“Depreciation”
shall mean the total amounts added to depreciation, amortization, obsolescence, valuation and other proper reserves, as reflected
on the Borrowers’ financial statement and determined in accordance with GAAP.


 


“Draw
Loan C” shall mean, respectively, each direct advance and the aggregate of all such direct advances made by the Bank
to the Borrowers under and pursuant to this Agreement, as set forth in Section 2.2 of this Agreement.


 


“Draw
Loan C Availability” shall mean at any time, the Draw Loan C Commitment minus the aggregate of all direct advances made
by the Bank to the Borrowers herein.


 


“Draw
Loan C Commitment” shall mean Three Million and 00/100 Dollars ($3,000,000.00).


 


“Draw
Loan C Maturity Date” shall mean that certain “Draw Loan C Maturity Date” as defined and identified in the
respective Draw Loan C Note.


 


“Draw
Loan C Note” shall mean a promissory note in the form attached hereto as Exhibit A (with all required
insertions to be made by, or otherwise acceptable to, Bank), to be executed by Borrowers and delivered to Bank in connection with,
and as a requirement of, each advance under Draw Loan C.


 


“Draw
Note” or “Draw Notes” shall mean all Draw Loan C Notes executed by Borrowers and delivered to Bank
pursuant to this Agreement. 


 


“EBITDA”
shall mean, as calculated for the respective Reference Period and computed on a consolidated basis (if applicable), the amount
of Borrowers’ earnings before interest, taxes, depreciation, and amortization expense for such period.


 


“Employee
Plan” includes any pension, stock bonus, employee stock ownership plan, retirement, disability, medical, dental or other
health plan, life insurance or other death benefit plan, profit sharing, deferred compensation, stock option, bonus or other incentive
plan, vacation benefit plan, severance plan or other employee benefit plan or arrangement, including, without limitation, those
pension, profit-sharing and retirement plans of the Borrowers described from time to time in the financial statements of the Borrowers
and any pension plan, welfare plan, Defined Benefit Pension Plans (as defined in ERISA) or any multi-employer plan, maintained
or administered by the Borrowers or to which the Borrowers is a party or may have any liability or by which the Borrowers is bound.


 



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“ERISA”
shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.


 


“Event
of Default” shall mean any of the events or conditions set forth in Section 11 hereof.


 


“GAAP”
shall mean generally accepted accounting principles, using the accrual basis of accounting and consistently applied with prior
periods, provided, however, that GAAP with respect to any interim financial statements or reports shall be deemed subject to fiscal
year-end adjustments and footnotes made in accordance with GAAP.


 


“Indebtedness”
shall mean at any time (a) all Liabilities of the Borrowers, (b) all Capital Lease obligations of the Borrowers, (c) all other
debt, secured or unsecured, created, issued, incurred or assumed by the Borrowers for money borrowed or for the deferred purchase
price of any fixed or capital asset, (d) indebtedness secured by any Lien existing on property owned by the Borrowers whether
or not the Indebtedness secured thereby has been assumed, and (e) all Contingent Liabilities of the Borrowers whether or not reflected
on its balance sheet.


 


“Indemnified
Party” and “Indemnified Parties” shall mean, respectively, each of the Bank and any parent corporations,
affiliated corporations or subsidiaries of the Bank, and each of their respective officers, directors, employees, attorneys and
agents, and all of such parties and entities.


 


“Interest
Period” shall mean a period of one (1) month, provided, that (x) the initial Interest Period may be less than one month,
depending on the initial funding date, and (y) no Interest Period shall extend beyond the Maturity Date.


 


“Interest
Rate” shall mean: With respect to Draw Loan C, a rate of interest equal to the LIBOR Rate plus 600 basis points or
6.00%, whichever is greater. 


 


“Interest
Rate Determination Date” shall mean for each respective Draw Note, the date such Draw Note is funded and, as to each
Draw Note, the First day of each calendar month thereafter; in each case for all Draw Notes, adjusted in accordance with the Modified
Following Business Day Convention.


 


“Liabilities”
shall mean at all times all liabilities of the Borrowers that would be shown as such on a balance sheet of the Borrowers prepared
in accordance with GAAP, including but not limited to any and all Rate Management Obligations.


 


“LIBOR
Rate” shall mean a rate per annum (adjusted for the current maximum reserve rate required to be maintained by Lender)
effective on any Interest Rate Determination Date, which is equal to the offered rate for deposits in U.S. dollars for a one
(1) month period, which rate appears on that page of Bloomberg reporting service, or such similar service as determined by
Lender, that displays British Bankers’ Association interest settlement rates for deposits in U.S. Dollars, as of 11:00 a.m.
(London, England time) two (2) business days prior to the Interest Rate Determination Date; provided, that if no such offered
rate appears on such page, the rate used for such Interest Period will be the per annum rate of interest determined by Lender
to be the rate at which U.S. dollar deposits for the Interest Period are offered to Lender in the London Inter-Bank market as
of 11:00 a.m. (London, England time), on the day that is two (2) business days prior to the Interest Rate Determination Date.


 



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“Lien”
shall mean any mortgage, pledge, hypothecation, judgment lien or similar legal process, title retention lien, or other lien or
security interest, including, without limitation, the interest of a vendor under any conditional sale or other title retention
agreement and the interest of a lessor under a lease of any interest in any kind of property or asset, whether real, personal
or mixed, or tangible or intangible, by such Person as lessee that is, or should be, a Capital Lease on the balance sheet of the
Borrowers prepared in accordance with GAAP.


 


“Loans”
shall mean, collectively, Draw Loans C and any and all other agreements evidencing a debt or monies owed by the Borrowers to the
Bank under and pursuant to this Agreement.


 


“Loan
Documents” shall mean each of the agreements, documents, instruments and certificates set forth in Section 3.1
hereof, and any and all such other instruments, documents, certificates and agreements from time to time executed and
delivered by the Borrowers or any of its Subsidiaries for the benefit of the Bank pursuant to any of the foregoing or this Agreement,
and all amendments, restatements, supplements and other modifications thereto, including without limitation, any and all Rate
Management Agreements.


 


“Material”
shall mean for purposes of Sections 7.9, 9.12, 11.8 and 11.13 of this Agreement those matters whose potential effects on
the combined financial statements of the Borrowers would be the lesser of (i) 0.5% of the Borrowers’ combined annual revenues
measured at the end of the next preceding calendar year, or (ii) $200,000.00.


 


“Modified
Following Business Day Convention” shall mean the first following day that is a Business Day unless that day falls in
the next calendar month, in which case that date will be the first preceding day that is a Business Day.


 


“Net
Income” shall mean, with respect to any period, the amount shown opposite the caption “Net Income” or a
similar caption on the financial statements of the Borrowers, prepared in accordance with GAAP.


 


“Note”
and “Notes” shall mean, respectively, each of and collectively, the Draw Loan C Notes
and any and all other promissory notes, instruments or written agreements now or hereafter delivered hereunder or in connection
with this Agreement.


 


“Obligations”
shall mean the Loans, as evidenced by the Notes, all interest accrued thereon, any fees due the Bank hereunder, any expenses incurred
by the Bank hereunder and any and all other liabilities and obligations of the Borrowers (and of any partnership in which the
Borrowers are or may be a partner) to the Bank, howsoever created, arising or evidenced, and howsoever owned, held or acquired,
whether prior hereto, now or hereafter existing, whether previously due, now due or to become due, direct or indirect, absolute
or contingent, and whether several, joint or joint and several, including but not limited to, any and all Rate Management Obligations.


 



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“Obligor”
shall mean the Borrowers, any guarantor, accommodation endorser, third party pledgor, or any other party liable with respect
to the Obligations.


 


“Person”
shall mean any individual, partnership, limited liability company, corporation, trust, joint venture, joint stock company, association,
unincorporated organization, government or agency or political subdivision thereof, or other entity.


 


“Prime
Loan” or “Prime Loans” shall mean that portion, and collectively, those portions of the aggregate
outstanding principal balance of the Loans that bear interest at the Prime Rate, subject to any interest rate floor.


 


“Prime
Rate” shall mean the floating per annum rate of interest which at any time, and from time to time, shall be most recently
announced by the Bank as its Prime Rate, which is not intended to be the Bank’s lowest or most favorable rate of interest
at any one time. The effective date of any change in the Prime Rate shall for purposes hereof be the date the Prime Rate is changed
by the Bank. The Bank shall not be obligated to give notice of any change in the Prime Rate.


 


“Rate
Management Agreement” means any agreement, device or arrangement providing for payments which are related to fluctuations
of interest rates, exchange rates, forward rates, or equity prices, including, but not limited to, dollar-denominated or cross-currency
interest rate exchange agreements, forward currency exchange agreements, interest rate cap or collar protection agreements, forward
rate currency or interest rate options, puts and warrants, and any agreement pertaining to equity derivative transactions (e.g.,
equity or equity index swaps, options, caps, floors, collars and forwards), including without limitation any ISDA Master Agreement
between Borrower and Bank or any affiliate of Fifth Third Bancorp, and any schedules, confirmations and documents and other confirming
evidence between the parties confirming transactions thereunder, all whether previously, now existing or hereafter arising, and
in each case as amended, modified or supplemented from time to time.


 


“Rate
Management Obligations” means any and all obligations of Borrower to Bank or any affiliate of Fifth Third Bancorp, whether
absolute, contingent or otherwise and howsoever and whensoever (whether, previously, now or hereafter) created, arising, evidenced
or acquired (including all renewals, extensions and modifications thereof and substitutions therefore), under or in connection
with (i) any and all Rate Management Agreements, and (ii) any and all cancellations, buy-backs, reversals, terminations or assignments
of any Rate Management Agreement.


 


“Reference
Period” means: (a) with respect to the fiscal quarter ending June 30, 2011, the immediately preceding three (3)
month period; (b) with respect to the fiscal quarter ending September 30, 2011, the immediately preceding three (3) month period;
and (c) with respect to each fiscal quarter ending after September 30, 2011, the immediately preceding twelve (12) month
period ending as of the date of such fiscal quarter.


 



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“Regulatory
Change” shall mean the introduction of, or any change in any applicable law, treaty, rule, regulation or guideline or
in the interpretation or administration thereto by any governmental authority or any central bank or other fiscal, monetary or
other authority having jurisdiction over the Bank.


 


“Senior
Funded Indebtedness to EBITDA Ratio” shall mean, as calculated for the respective Reference Period and computed on a
consolidated basis (if applicable), a ratio calculated as follows: (a) indebtedness (excluding subordinated indebtedness); divided
by (b) on a consolidated basis, EBITDA excluding all distributions, dividends and non-cash gains or losses as determined in accordance
with GAAP. Notwithstanding the foregoing, with respect to the calculations of said ratio for the Reference Periods ending June
30, 2011 and September 30, 2011, respectively, the then value of EBITDA shall be first multiplied by four (4). The
Senior Funded Indebtedness to EBITDA Ratio is to be measured quarterly.


 


“Subsidiary”
and “Subsidiaries” shall mean, respectively, each and all such corporations, partnerships, limited partnerships,
limited liability companies, limited liability partnerships or other entities of which or in which the Borrowers own directly
or indirectly fifty percent (50.00%) or more of: (a) the combined voting power of all classes of stock having general voting power
under ordinary circumstances to elect a majority of the board of directors of such entity if a corporation; (b) the management
authority and capital interest or profits interest of such entity, if a partnership, limited partnership, limited liability company,
limited liability partnership, joint venture or similar entity, or (c) the beneficial interest of such entity, if a trust, association
or other unincorporated organization.


 


“UCC”
shall mean the Uniform Commercial Code in effect in the state of Nevada and Florida, from time to time, as applicable.


 


“Unencumbered
Liquid Assets” shall mean the sum of monies deposited by Borrowers with the Bank, in demand deposits, money market accounts,
time deposit accounts, or certificates of deposit, which are unencumbered by any liens, claims and encumbrances except those in
favor of Bank.


 


1.2.Accounting
Terms. Any accounting terms used in this Agreement which are not specifically defined herein shall have the meanings customarily
given them in accordance with GAAP. Calculations and determinations of financial and accounting terms used and not otherwise specifically
defined hereunder and the preparation of financial statements to be furnished to the Bank pursuant hereto shall be made and prepared,
both as to classification of items and as to amount, in accordance with GAAP as used in the preparation of the financial statements
of the Borrowers on the date of this Agreement. If any changes in accounting principles or practices from those used in the preparation
of the financial statements are hereafter occasioned by the promulgation of rules. regulations. pronouncements and opinions by
or required by the Financial Accounting Standards Board or the American Institute of Certified Public Accountants (or any successor
thereto or agencies with similar functions). which results in a material change in the method of accounting in the financial statements
required to be furnished to the Bank hereunder or in the calculation of financial covenants, standards or terms contained in this
Agreement, the parties hereto agree to enter into good faith negotiations to amend such provisions so as equitably to reflect
such changes to the end that the criteria for evaluating the financial condition and performance of the Borrowers will be the
same after such changes as they were before such changes; and if the parties fail to agree on the amendment of such provisions,
the Borrowers will furnish financial statements in accordance with such changes but shall provide calculations for all financial
covenants, perform all financial covenants and otherwise observe all financial standards and terms in accordance with applicable
accounting principles and practices in effect immediately prior to such changes. Calculations with respect to financial covenants
required to be stated in accordance with applicable accounting principles and practices in effect immediately prior to such changes
shall be reviewed and certified by the Borrower’s accountants.


 



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1.3.Other
Terms Defined in UCC. All other capitalized words and phrases used herein and not otherwise specifically defined shall have
the respective meanings assigned to such terms in the UCC, as amended from time to time, to the extent the same are used or defined
therein.


 


1.4.Other
Definitional Provisions; Construction. Whenever the context so requires, the neuter gender includes the masculine and feminine,
the single number includes the plural, and vice versa, and in particular the word “Borrowers” shall be so construed.
The word “Borrowers” shall be construed to refer to the Borrowers and/or the Borrowers, both jointly and severally
and together and individually. The words “hereof’, “herein” and “hereunder” and words of similar
import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement,
and references to Article, Section, Subsection, Annex, Schedule, Exhibit and like references are references to this Agreement
unless otherwise specified. An Event of Default shall “continue” or be “continuing” until such Event of
Default has been waived in accordance with Section 13.3 hereof. References in this Agreement to any party shall
include such party’s successors and permitted assigns. References to any “Section” shall be a reference to such
Section of this Agreement unless otherwise stated. To the extent any of the provisions of the other Loan Documents are inconsistent
with the terms of this Loan Agreement, the provisions of this Loan Agreement shall govern.


 


Article
II

COMMITMENT OF THE BANK.


 


2.1.Draw
Loan C.


 


a.Draw
Loan C Commitment. Subject to the Bank’s further reasonable approval, and in reliance upon the representations and warranties
of the Borrowers set forth herein and in the other Loan Documents, the Bank agrees to make Draw Loan C available in minimum draw
amounts of $40,000.00 at such times as the Borrowers may from time to time request until, but not including, the Draw Loan
C Maturity Date; provided, however, that the aggregate principal balance of all Loans outstanding at any time shall
not exceed the Draw Loan C Availability. Draw Loan C is not a revolving credit facility, therefore, no principal amount of Draw
Loan C repaid by Borrowers may be reborrowed by Borrowers.


 



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b.Draw
Loan C Purpose. Draw Loan C shall be used for the purpose of acquiring various Customer Contracts and related ATM equipment
and inventory, said Customer Contracts more specifically identified in Exhibit C (Collateral Assignment of Contracts) attached
hereto and in successive such Assignments identifying specific Collateral for successive Draw Loan C Notes, not exceeding in the
aggregate the Draw Loan C Commitment.


 


c.Draw
Loan C Interest and Principal Payments. Principal and interest payable under any Draw Loan C Note shall be paid in monthly
installments of principal plus interest as provided in said Draw Loan C Note, with all outstanding principal and accrued interest
due and payable on the Draw Loan C Maturity Date or upon acceleration of the Draw Loan C Note.


 


2.2.Interest
and Fee Computation: Collection of Funds. Interest shall be computed on the basis of a year of 360 days for the actual number
of days elapsed and shall accrue on the outstanding principal amount hereunder from and including the date each Advance is made
to but excluding the date the entire principal amount hereunder is paid in full. The Interest Rate applicable to each Advance
shall initially be determined on the first calendar day of the month in which such Advance was made and the Interest rate shall
be adjusted automatically on the first calendar day of each month which is one month after the date such Interest Rate was last
determined in accordance with the Modified Following Business Day Convention.


 


2.3.Additional
Loan Provisions.


 


a.Prepayments.
Borrower may prepay all of part of any Loan, which prepaid amounts shall be applied to the amounts due in reverse order of their
due dates. The Borrower may prepay all or part of the principal sum of a Loan at any time without penalty. Notwithstanding the
foregoing, any and all obligations of the Borrower to the Bank under any Rate Management Agreement(s) between the Bank and the
Borrower must also be fully paid and performed by Borrower, in accordance with the terms of such Rate Management Agreement(s),
prior to release of any security pledged in support of this Loan.


 


b.LIBOR
Indemnity. If any Regulatory Change, or compliance by the Bank or any Person controlling the Bank with any request or directive
of any governmental authority, central bank or comparable agency (whether or not having the force of law) shall (i) impose, modify
or deem applicable any assessment, reserve, special deposit or similar requirement against assets held by, or deposits in or for
the account of or loans by, or any other acquisition of funds or disbursements by, the Bank; (ii) subject the Bank or any Loan
to any tax, duty, charge, stamp tax or fee or change the basis of taxation of payments to the Bank of principal or interest due
from the Borrowers to the Bank hereunder (other than a change in the taxation of the overall net income of the Bank); or (iii)
impose on the Bank any other condition regarding such Loan or the Bank’s funding thereof, and the Bank shall determine (which
determination shall be conclusive, absent manifest error) that the result of the foregoing is to increase the cost to, or to impose
a cost on, the Bank or such controlling Person of making or maintaining such Loan or to reduce the amount of principal or interest
received by the Bank hereunder, then the Borrowers shall pay to the Bank or such controlling Person, on demand, such additional
amounts as the Bank shall, from time to time, determine are sufficient to compensate and indemnify the Bank for such increased
cost or reduced amount.


 



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c.LIBOR
Unavailability. If the Bank determines in good faith (which determination shall be conclusive, absent manifest error) prior
to the commencement of any Interest Period that (i) the making or maintenance of any Loan would violate any applicable law, rule,
regulation or directive, whether or not having the force of law, (ii) United States dollar deposits in the principal amount, and
for periods equal to the Interest Period for funding any Loan are not available in the London Interbank Eurodollar market in the
ordinary course of business, (iii) by reason of circumstances affecting the London Interbank Eurodollar market, adequate and fair
means do not exist for ascertaining the LIBOR Rate to be applicable to the relevant Loan, or (iv) the LIBOR Rate does not accurately
reflect the cost to the Bank of a Loan, the Bank shall promptly notify the Borrowers thereof and, so long as the foregoing conditions
continue, none of the Loans may be advanced at the Interest Rate thereafter. In addition, at the Borrowers’ option, each
existing Loan shall be immediately (i) converted to a Prime Loan on the last Business Day of the then existing Interest Period,
or (ii) due and payable on the last Business Day of the then existing Interest Period, without further demand, presentment, protest
or notice of any kind, all of which are hereby waived by the Borrowers.


 


d.Regulatory
Change. In addition, if, after the date hereof, a Regulatory Change shall, in the reasonable determination of the Bank, make
it unlawful for the Bank to make or maintain the Loans, then the Bank shall promptly notify the Borrowers and none of the Loans
may be advanced at the Interest Rate thereafter. In addition, at the Borrowers’ option, each existing Loan shall be immediately
(i) converted to a Prime Loan on the last Business Day of the then existing Interest Period or on such earlier date as required
by law, or (ii) due and payable on the last Business Day of the then existing Interest Period or on such earlier date as required
by law, all without further demand, presentment, protest or notice of any kind, all of which are hereby waived by the Borrowers.


 


Article
III

CONDITIONS OF BORROWING.


 


Notwithstanding
any other provision of this Agreement, the Bank shall not be required to disburse or make all or any portion of the Loans if any
of the following conditions shall have occurred.


 


3.1.Loan
Documents. The Borrowers shall have failed to execute and deliver to the Bank (or pay and provide evidence of said payment,
as applicable) any of the following, all of which must be satisfactory to the Bank and the Bank’s counsel in form, substance
and execution:


 



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a.Loan
Agreement. Two copies of this Agreement duly executed by the Borrowers.


 


b.Initial
Draw Loan C Notes. Draw Loan C Notes in the original principal amounts of  $40,800 and $51,600, respectively, duly
executed by the Borrowers in form and substance acceptable to Bank in its sole and absolute discretion.


 


c.Collateral
Assignment of Contracts. Two copies of a Collateral Assignment of Contracts (“Assignment”) duly executed by the
Borrowers in the form attached hereto as Exhibit C (with all required insertions to be made by, or otherwise acceptable
to, Bank).


 


d.Resolutions.
Resolutions of the Borrowers authorizing the execution of this Agreement and the Loan Documents.


 


e.Additional
Documents. Such other agreements, certificates, financial statements, schedules, resolutions, opinions of counsel, notes and
other documents which are provided for hereunder or which the Bank shall reasonably require.


 


f.Documentary
Stamps / Taxes. Borrowers shall be responsible for paying all documentary stamp taxes, recording and / or filing fees, taxes,
intangible taxes, and similar obligations imposed on the making of the Loans and the securing of the Bank’s security interest
in the Collateral under this Agreement.


 


3.2.Event
of Default. Any Event of Default, or any event which, with notice or lapse of time, or both would constitute an Event of Default,
shall have occurred and be continuing.


 


3.3.Adverse
Changes. A material adverse change in the financial condition or affairs of the Borrowers, as determined in the Bank’s
sole and complete discretion, shall have occurred.


 


3.4.Litigation.
Any litigation or governmental proceeding shall have been instituted against the Borrowers or any of its officers or shareholders
which in the discretion of the Bank, reasonably exercised, materially adversely affects the financial condition or continued operation
of the Borrowers.


 


3.5.Representations
and Warranties. Any representation or warranty of the Borrowers contained herein or in any Loan Document shall be untrue or
incorrect in any material way as of the date of any Loan as though made on such date, except to the extent such
representation or warranty expressly relates to an earlier date.


 


Article
IV

RECORDS EVIDENCING LOANS.


 


At the time of the
initial disbursement of funds under Draw Loan C, as applicable, and at each time an additional Loan shall be requested hereunder
or a repayment made in whole or in part thereon, an appropriate notation thereof shall be made on the books and records of the
Bank. All amounts recorded on the books and records of the Bank shall be, absent demonstrable error, conclusive and binding evidence
of: (a) the principal amount of the Loans advanced hereunder, (b) any unpaid interest owing on the Loans, and (iii) all amounts
repaid on the Loans. The failure to record any such amount or any error in recording such amounts shall not, however, limit or
otherwise affect the obligations of the Borrowers under the Draw Note to repay the principal amount of the Loans, together with
all interest accruing thereon.


 



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Article
V

MANNER OF BORROWING.


 


Borrowers shall give
written notice (each such written notice, a “Notice of Borrowing”) substantially in the form of Exhibit B
or telephonic notice (followed immediately by a Notice of Borrowing) to Bank of each proposed advance under Draw Loan C not later
than 11:00 A.M., Jacksonville, Florida time, at least three (3) Business Days prior to the proposed date of such borrowing. Each
Notice of Borrowing shall become effective and irrevocable upon delivery by Borrowers to Bank of: (a) an original Draw Note executed
by Borrowers in the respective requested principal amount; (b) copies of the respective purchase order(s) for which the requested
proceeds will be used, certified by the Borrowers to be true and correct in all respects; and (c) such other documents and agreements
(including without limitation documents and agreements in favor of Bank providing for additional Collateral, or rights thereto),
which the Bank shall reasonably require. The proceeds of each requested Loan shall be made available at the office of the Bank
by credit to the account of the Borrowers or by other means requested by the Borrowers and acceptable to the Bank. The Borrowers
do hereby irrevocably confirm, ratify and approve all such advances by the Bank and do hereby indemnify the Bank against losses
and expenses (including court costs, attorneys’ and paralegals’ fees) and shall hold the Bank harmless with respect
thereto.


 


Article
VI

GRANT OF SECURITY FOR THE OBLIGATIONS.


 


6.1.Security
for Obligations. Subject to the specific exclusions set forth in Section 6.2 hereof, as security for the payment
of the Obligations, the Borrowers do hereby irrevocably pledge, assign, transfer, hypothecate and deliver to the Bank and do hereby
grant and hypothecate to the Bank a continuing and unconditional security interest in and to any and all property of the Borrowers,
of any kind or description, tangible or intangible, whether now existing or hereafter arising or acquired, including, but not
limited to, the following (all of which property, along with the products and proceeds therefrom are individually and collectively
referred to as the “Collateral”):


 


a.all
property of, or for the account of, the Borrowers now or hereafter coming into the possession, control or custody of, or in transit
to, the Bank or any agent or bailee for the Bank or any parent, affiliate or subsidiary of the Bank or any participant with the
Bank in the Loans (whether for safekeeping, deposit, collection, custody, pledge, transmission or otherwise), including all earnings,
dividends, interest, or other rights in connection therewith and the products and proceeds therefrom, including the proceeds of
insurance thereon; and


 


b.the
additional property of the Borrowers, whether now existing or hereafter arising or acquired, and wherever now or hereafter located,
together with all additions and accessions thereto, substitutions for, and replacements, products and proceeds therefrom, and
all of the Borrowers’ books and records and recorded data relating thereto (regardless of the medium of recording or storage),
together with all of the Borrowers’ right, title and interest in and to all computer software required to utilize, create,
maintain and process any such records or data on electronic media, identified and set forth as follows:


 



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i.All
accounts and all goods whose sale, lease or other disposition by the Borrowers has given rise to accounts and have been returned
to, or repossessed or stopped in transit by, the Borrowers, or rejected or refused by an Account Debtor;


 


ii.All
inventory, including ATM and DVD machines and equipment, including, without limitation, raw materials, work-in-process and finished
goods;


 


iii.All
goods (other than inventory), including, without limitation, embedded software, equipment, vehicles, furniture and fixtures;


 


iv.All
software and computer programs;


 


v.All
securities, investment property, financial assets and deposit accounts;


 


vi.All
chattel paper, electronic chattel paper, instruments, documents, letter of credit rights, all proceeds of letters of credit, health
care insurance receivables, supporting obligations, notes secured by real estate, commercial tort claims and general intangibles,
including payment intangibles; and


 


vii.All
proceeds (whether cash proceeds or noncash proceeds) of the foregoing property, including all insurance policies and proceeds
of insurance payable by reason of loss or damage to the foregoing property or any part thereof, including unearned premiums, and
of eminent domain or condemnation awards.


 


6.2.Specific
Exclusions to Collateral. Notwithstanding anything to the contrary in this Agreement or any of the Loan Documents, the Bank
shall have no security interest in the specific equipment respectively described in those certain UCC financing statements identified
on Schedule 6.2, copies of which are attached hereto and made a part hereof; provided, however, that once existing loans
are paid in full and UCC financing statements or other evidence of security are terminated or required to be terminated, the Bank
shall have the right to a first security interest in said equipment and the right to file UCC financing statements or other appropriate
security statements against said equipment.


 


6.3.Cross-Collateral.
Any Collateral of the Borrowers pledged or secured under any other agreements with the Bank, shall secure all of the Obligations
hereunder.


 


6.4.Possession
and Transfer of Collateral. Until an Event of Default has occurred hereunder, the Borrowers shall be entitled to possession
or use of the Collateral. The cancellation or surrender of the Notes, upon payment or otherwise, shall not affect the right of
the Bank to retain the Collateral for any other of the Obligations. The Borrowers shall not sell, assign (by operation of law
or otherwise), license, lease or otherwise dispose of, or grant any option with respect to any of the Collateral, except that
the Borrowers may sell Inventory in the ordinary course of business.


 



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6.5.Financing
Statements. The Borrowers shall, at the Bank’s request, at any time and from time to time, execute and deliver to the
Bank such financing statements, amendments and other documents and do such acts as the Bank deems necessary in order to establish
and maintain valid, attached and perfected first security interests in the Collateral in favor of the Bank, free and clear of
all Liens and claims and rights of third parties whatsoever (except as otherwise specifically set forth in Section 8
hereof). The Borrowers hereby irrevocably authorize the Bank at any time, and from time to time, to file in any jurisdiction any
initial financing statements and amendments thereto that (a) indicate the Collateral (i) as all assets of the Borrowers or words
of similar effect, regardless of whether any particular asset comprised in the Collateral falls within the scope of Article 9
of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, or (ii) as being of
an equal or lesser scope or within greater detail, and (b) contain any other information required by Section 5 of Article 9 of
the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed regarding the sufficiency
or filing office acceptance of any financing statement or amendment, including (i) whether the Borrowers are organizations, the
type of organization and any organization identification numbers issued to the Borrowers, and (ii) in the case of a financing
statement filed as a fixture filing or indicating Collateral as extracted collateral or timber to be cut, a sufficient description
of real property to which the Collateral relates. The Borrowers agree to furnish any such information to the Bank promptly upon
request. The Borrowers further ratify and affirm their respective authorizations for any financing statements and/or amendments
thereto, executed and filed by the Bank in any jurisdiction prior to the date of this Agreement.


 


6.6.Additional
Collateral. The Borrowers shall deliver to the Bank immediately upon its demand, such other collateral as the Bank may from
time to time request, should the value of the Collateral, in the Bank’s sole and absolute discretion, decline, deteriorate,
depreciate or become impaired, and does hereby grant to the Bank a continuing security interest in such other collateral, which,
when pledged, assigned and transferred to the Bank shall be and become part of the Collateral. The Bank’s security interests
in each of the foregoing Collateral shall be valid, complete and perfected whether or not covered by a specific assignment.


 


6.7.Preservation
of the Collateral. The Bank may, but is not required to, take such action from time to time as the Bank deems appropriate
to maintain or protect the Collateral. The Bank shall have exercised reasonable care in the custody and preservation of the Collateral
if it takes such action as the Borrowers shall reasonably request in writing; provided, however, that such request shall not be
inconsistent with the Bank’s status as a secured party, and the failure of the Bank to comply with any such request shall
not be deemed a failure to exercise reasonable care. In addition, any failure of the Bank to preserve or protect any rights with
respect to the Collateral against prior or third parties, or to do any act with respect to preservation of the Collateral, not
so requested by the Borrowers, shall not be deemed a failure to exercise reasonable care in the custody or preservation of the
Collateral. The Borrowers shall have the sole responsibility for taking such action as may be necessary, from time to time, to
preserve all rights of the Borrowers and the Bank in the Collateral against prior or third parties. Without limiting the generality
of the foregoing, where Collateral consists in whole or in part of securities, the Borrowers represent to, and covenant with,
the Bank that the Borrowers have made arrangements for keeping informed of changes or potential changes affecting the securities
(including, but not limited to, rights to convert or subscribe, payment of dividends, reorganization or other exchanges, tender
offers and voting rights), and the Borrowers agree that the Bank shall have no responsibility or liability for informing the Borrowers
of any such or other changes or potential changes or for taking any action or omitting to take any action with respect thereto.


 



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6.8.Other
Actions as to any and all Collateral. The Borrowers further agree to take any other action reasonably requested by the Bank
to insure the attachment, perfection and first priority of, and the ability of the Bank to enforce, the Bank’s security
interest in any and all of the Collateral including, without limitation, (a) executing, delivering and, where appropriate, filing
financing statements and amendments relating thereto under the Uniform Commercial Code, to the extent, if any, that the Borrowers’
signature thereon is required therefor, (b) causing the Bank’s name to be noted as secured party on any certificate of title
for a titled good if such notation is a condition to attachment, perfection or priority of, or ability of the bank to enforce,
the Bank’s security interest in such Collateral, (c) complying with any provision of any statute, regulation or treaty of
the United States as to any Collateral if compliance with such provision is a condition to attachment, perfection or priority
of, or ability of the Bank to enforce, the Bank’s security interest in such Collateral, (d) obtaining governmental and other
third party consents and approvals, including without limitation any consent of any licensor, lessor or other Person obligated
on Collateral, (e) obtaining waivers from mortgagees and landlords in form and substance satisfactory to the Bank, and (f) taking
all actions required by the UCC in effect from time to time or by other law, as applicable in any relevant UCC jurisdiction, or
by other law as applicable in any foreign jurisdiction.


 


6.9.Assignment
of Contracts, Leases, and Agreements.


 


a.In
addition to the Collateral described in this Section 6 and its subparts as referenced above and in order to further
secure the payment of the Loans, and the Borrowers’ obligations under the Loan Documents now or hereafter existing between
Borrowers, hereinafter referred to in this Section 6.9 as Assignors, and the Bank, hereinafter referred to in this
Section 6.9 as the Assignee, and as an essential and integral part of this Agreement, and in consideration of the
making of the Loans, and for other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the said
Assignors do hereby immediately and absolutely sell, assign, transfer, convey and set over unto the Assignee, its successors and
assigns, all right, title, interest and privileges which the Assignors have and may have in any and all contracts, leases, and
agreements now existing or hereafter made with respect to the placement, rental and servicing of ATM and DVD kiosks owned by Assignors,
as said contracts, leases, and agreements, may have been, or may be from time to time hereafter modified, extended or renewed
(collectively the “Operating Agreements”), including all of the rents, issues, income, revenue, and profits due and
becoming due under the Operating Agreements, and the acceptance of this Assignment and the collection of rents, issues, income,
revenue, payments, or profits under the Operating Agreements hereby assigned shall not constitute a waiver of any rights of the
Assignee under the terms of the Loan Documents.


 



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b.With
respect to Operating Agreements executed after the execution of this Agreement, Assignors shall give written notice to each customer
of Borrowers whose Operating Agreement is assigned by this Section 6.9 to Assignee (the Bank) and the Bank’s
security interest in any such Operating Agreement, and shall promptly serve a copy of said notice to the Bank.


 


c.Forthwith
after the execution of this Agreement, Borrowers shall also provide in each and every Operating Agreement with any of its ATM
or DVD customers executed after the date of this Agreement (or any extension or renewal thereof) existing on the date of this
Agreement) for the assignment of Borrowers’ rights under the Operating Agreements without the consent of such customer,
in the following form:


 


“Notwithstanding anything to
the contrary in this Agreement, this Agreement shall be assignable by (appropriate Borrower) (“Assignor”) without
the further consent of (customer).”


 


d.Assignor
hereby agrees to deliver an executed copy of any such Assignment to Fifth Third Bank forthwith after the execution of such Operating
Agreement.


 


Article
VII

REPRESENTATIONS AND WARRANTIES.


 


To induce the Bank
to make the Loans, the Borrowers make the following representations and warranties to the Bank, each of which shall be
true and correct as of the date of the execution and delivery of this Agreement, and which shall survive the execution and delivery
of this Agreement:


 


7.1.Borrowers’
Organization and Name. The Borrowers’ organizational information and names are as follows:


 


 


	GLOBAL AXCESS CORP, a Nevada corporation
	7800 Belfort Parkway, Suite 165	 
	Jacksonville, Florida  32256;	 
	Nevada Organizational Number:	C3077-1984
	Florida Document Number:	F04000005796
	 	 
	NATIONWIDE MONEY SERVICES INC., a Nevada corporation
	7800 Belfort Parkway, Suite 165	 
	Jacksonville, Florida  32256	 
	Nevada Organizational Number:	C17069-1993
	Florida Document Number:	F00000003941


 



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	NATIONWIDE NTERTAINMENT SERVICES, INC., a Nevada corporation
	7800 Belfort Parkway, Suite 165	 
	Jacksonville, Florida  32256	 
	Nevada Organizational Number:	C22806-2001
	Florida Document Number:	F09000001025
	 	 
	EFT INTEGRATION, INC., a Florida corporation
	7800 Belfort Parkway, Suite 165	 
	Jacksonville, Florida  32256	 
	Florida Document Number:	P99000009108


 


Borrowers are all
each a separate for profit corporation duly organized, existing and authorized to do business in the State of Nevada, except that
Borrower EFT INTEGRATION, INC., is a Florida corporation. The Borrowers are with full and adequate corporate power to carry on
and conduct their business as presently conducted. The Borrowers are duly licensed or qualified in all foreign jurisdictions wherein
the nature of their activities require such qualification or licensing. The exact legal name of the Borrowers are as set forth
in the first paragraph of this Agreement and in this subpart, and the Borrowers currently do not conduct, nor have they during
the last five (5) years conducted, business under any other names or trade names, except as shown on Schedule 7.1
attached hereto.


 


7.2.Authorization;
Validity. The Borrowers have full right, power and authority to enter into this Agreement, to make the borrowings and execute
and deliver the Loan Documents as provided herein and to perform all of their duties and obligations under this Agreement and
the Loan Documents. The execution and delivery of this Agreement and the Loan Documents will not, nor will the observance or performance
of any of the matters and things herein or therein set forth, violate or contravene any provision of law or of the articles of
incorporation or bylaws or Articles of Organization of the Borrowers. All necessary and appropriate action has been taken on the
part of the Borrowers to authorize the execution and delivery of this Agreement and the Loan Documents. This Agreement and the
Loan Documents are valid and binding agreements and contracts of the Borrowers in accordance with their respective terms.


 


7.3.Compliance
With Laws. The nature and transaction of the Borrowers’ business and operations and the use of their respective properties
and assets, including, but not limited to, the Collateral or any real estate owned or occupied by the Borrowers, do not and during
the term of the Loans shall not, violate or conflict with any applicable law, statute, ordinance, rule, regulation or order of
any kind or nature, including, without limitation, the provisions of the Fair Labor Standards Act or any zoning, land use, building,
noise abatement, occupational health and safety or other laws, any building permit or any condition, grant, easement, covenant,
condition or restriction, whether recorded or not. Without limitation, the Borrowers shall at all times maintain all necessary
licenses, charter, permits (collectively the “Permits”), and any other required Permits for the operation of their
ordinary businesses.


 


7.4.Absence
of Breach. The execution, delivery and performance of this Agreement, the Loan Documents and any other documents or instruments
to be executed and delivered by the Borrowers in connection with the Loans shall not: (i) violate any provisions of law or any
applicable regulation, order, writ, injunction or decree of any court or governmental authority, or (ii) conflict with, be inconsistent
with, or result in any breach or default of any of the terms, covenants, conditions, or provisions of any indenture, mortgage,
deed of trust, instrument, document, agreement or contract of any kind to which the Borrowers are a party or by which the Borrowers
or any of their property or assets may be bound.


 



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7.5.Collateral
Representations. One or more of the Borrowers are the sole owner of the Collateral, free from any Lien of any kind, other
than the Lien of the Bank and Permitted Liens (hereinafter defined) in Section 8.2.


 


7.6.Financial
Statements. All financial statements submitted to the Bank have been prepared in accordance with GAAP on a basis, except as
otherwise noted therein, consistent with the previous fiscal year and truly and accurately reflect the financial condition of
the Borrowers and the results of the operations for the Borrowers as of such date and for the periods indicated. Since the date
of the most recent financial statement submitted by the Borrowers to the Bank, there has been no material adverse change in the
financial condition or in the assets or liabilities of the Borrowers, or any changes except those occurring in the ordinary course
of business.


 


7.7.Litigation
and Taxes. There is no litigation, demand, charge, claim, petition or governmental investigation or proceeding pending, or
to the best knowledge of the Borrowers, threatened, against the Borrowers, which, if adversely determined, would result
in any material adverse change in the financial condition or properties, business or operations of the Borrowers. The Borrowers
have duly filed all applicable income or other tax returns and have paid all income or other taxes when due. There is no controversy
or objection pending, or to the best knowledge of the Borrowers, threatened in respect of any tax returns of the Borrowers.


 


7.8.Event
of Default. No Event of Default has occurred and is continuing, and no event has occurred and is continuing which, with the
lapse of time, the giving of notice, or both, would constitute such an Event of Default under this Agreement or any of the Loan
Documents and the Borrowers are not in Material default under any Operating Agreement, other contract, lease or agreement to which
they are a party.


 


7.9.ERISA
Obligations. All Employee Plans of the Borrowers meet the minimum funding standards of Section 302 of ERISA where applicable
and each such Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code of
1986 is qualified. No withdrawal liability has been incurred under any such Employee Plans and no “Reportable Event”
or “Prohibited Transaction” (as such terms are defined in ERISA), has occurred with respect to any such Employee Plans,
unless approved by the appropriate governmental agencies. The Borrowers have promptly paid and discharged all obligations and
liabilities arising under the Employee Retirement Income Security Act of 1974 (“ERISA”) of a character which if unpaid
or unperformed might result in the imposition of a Lien against any of its properties or assets.


 


7.10.Adverse
Circumstances. No condition, circumstance, event, agreement, document, instrument, restriction, litigation or proceeding (or
threatened litigation or proceeding or basis therefor) exists which (a) could adversely affect the validity or priority of the
Liens granted to the Bank under the Loan Documents, (b) could materially adversely affect the ability of the Borrowers to perform
its obligations under the Loan Documents, (c) would constitute a default under any of the Loan Documents, or (d) would constitute
such a default with the giving of notice or lapse of time or both.


 



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7.11.Lending
Relationship. The Borrowers acknowledge and agree that the relationship hereby created with the Bank is and has been conducted
on an open and arm’s length basis in which no fiduciary relationship exists and that the Borrowers have not relied and is
not relying on any such fiduciary relationship in executing this Agreement and in consummating the Loans. The Bank represents
that it will receive the Notes payable to its order as evidence of a bank loan.


 


7.12.Business
Loan. The Loans, including interest rate, fees and charges as contemplated hereby: (a) are business loans within the purview
of the applicable laws of the States of Florida and Nevada, as applicable and as amended from time to time; (b) are an exempted
transaction under the Truth In Lending Act, 12 U.S.C. 1601 et seq., as amended from time to time; and (b) do not, and when disbursed
shall not, violate the provisions of the Florida usury laws, any consumer credit laws or the usury laws of any state which may
have jurisdiction over this transaction, the Borrower or any property securing the Loans.


 


7.13.Compliance
with Regulation U. No portion of the proceeds of the Loans shall be used by the Borrowers, or any affiliates of the Borrowers,
either directly or indirectly, for the purpose of purchasing or carrying any margin stock, within the meaning of Regulation U
as adopted by the Board of Governors of the Federal Reserve System.


 


7.14.Governmental
Regulation. The Borrowers, their Subsidiaries and any guarantors are not, or after giving effect to any loan, will
not be, subject to regulation under the Public Utility Holding Borrowers Act of 1935, the Federal Power Act or the Investment
Borrowers Act of 1940 or to any federal or state statute or regulation limiting its ability to incur indebtedness for borrowed
money.


 


7.15.Place
of Business. The principal place of business of the Borrowers is 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256,
and the Borrowers shall promptly notify the Bank of any change in such location. The Borrowers will not remove or permit the Collateral
to be removed from such location or any other location in which Collateral securing the Loans is situated, without the prior written
consent of the Bank, except for ATM and DVD machines and equipment reported on the Quarterly Equipment Location Reports required
under Section 9.10 hereof.


 


7.16.Complete
Information. This Agreement and all financial statements, schedules, certificates, confirmations, agreements, contracts, and
other materials submitted to the Bank in connection with or in furtherance of this Agreement by or on behalf of the Borrowers
fully and fairly state the matters with which they purport to deal, and neither misstate any material fact nor, separately or
in the aggregate, fail to state any material fact necessary to make the statements made not misleading.


 


Article
VIII

NEGATIVE COVENANTS.


 


8.1.Indebtedness.
The Borrowers shall not, without the Bank’s prior written approval, either directly or indirectly, create, assume, incur
or have outstanding any Indebtedness (including purchase money indebtedness), or become liable, whether as endorser, guarantor,
surety or otherwise, for any debt or obligation of any other Person, except:


 



    	19



    	 



    

a.the
Obligations;


 


b.endorsement
for collection or deposit of any commercial paper secured in the ordinary course of business;


 


c.obligations
of the Borrowers for taxes, assessments, municipal or other governmental charges;


 


d.obligations
of the Borrowers for accounts payable, other than for money borrowed or obligations incurred under the Operating Agreements or
otherwise in the ordinary course of business; and


 


e.obligations
of the Borrowers individually or collectively for the purchase of real estate or the expansion of facilities under a total of
$50,000 in the aggregate; and


 


f.obligations
existing on the date hereof which are disclosed on the financial statements referred to in Section 7.


 


8.2.Encumbrances.
Except for Liens with respect only to the financing statements shown on Schedule 6.2 and the debt to Dr. Robert
Mehlman referenced on Schedule 8.2 attached hereto and made a part hereof, the Borrowers shall not, either directly
or indirectly, create, assume, incur or suffer or permit to exist any Lien or charge of any kind or character upon any asset of
the Borrowers, whether owned at the date hereof or hereafter acquired except the following (“Permitted Liens”):


 


a.Liens
for taxes. assessments or other governmental charges not yet due or which are being contested in good faith by appropriate proceedings
in such a manner as not to make the property forfeitable;


 


b.Liens
or charges incidental to the conduct of their business or the ownership of their property and assets which were not incurred in
connection with the borrowing of money or the obtaining of an advance or credit, and which do not in the aggregate materially
detract from the value of its property or assets or materially impair the use thereof in the operation of their business;


 


c.Liens
arising out of judgments or awards against the Borrowers with respect to which they shall concurrently therewith be prosecuting
a timely appeal or proceeding for review and with respect to which they shall have secured a stay of execution pending such appeal
or proceedings for review;


 


d.pledges
or deposits to secure obligations under worker’s compensation laws or similar legislation;


 


e.good
faith deposits in connection with lending contracts or leases to which the Borrowers are parties;


 



    	20



    	 



    

f.deposits
to secure public or statutory obligations of the Borrowers;


 


g.Liens
granted to the Bank hereunder; and


 


h.Subordinate
Liens expressly permitted by the Bank.


 


8.3.Investments.
The Borrowers shall not, either directly or indirectly, make or have outstanding any new investments (whether through purchase
of stocks, obligations or otherwise) in, or loans or advances to, any other Person, or acquire all or any substantial part of
the assets, business, stock or other evidence of beneficial ownership of any other Person except:


 


a.investments
in direct obligations of the United States;


 


b.investments
in certificates of deposit issued by the Bank or any bank with assets greater than One Hundred Million Dollars ($100,000,000.00);
or


 


c.investments
in Prime Commercial Paper (for purposes hereof, Prime Commercial Paper shall mean short-term unsecured promissory notes sold by
large corporations and rated A-1/P-1 by Standard & Poor’s Ratings Group, a division of McGraw Hill, Inc., and Moody’s
Investment Service, Inc.).


 


Notwithstanding the
above, the Borrowers shall not, either directly or indirectly, make or have outstanding any new real estate investments (whether
through purchase of stocks, obligations or otherwise), or acquire all or any substantial part of any real estate, without the
prior written consent of the Bank which may be withheld in its sole discretion.


 


8.4.Distributions.
The Borrowers shall not (a) make any distributions or dividends (other than stock dividends), whether in cash or otherwise, to
any of their members, or joint venture partners, including but not limited to any entity formed between or among Borrowers or
any of them and Signify Solutions, Inc. or any of its affiliates, (b) purchase or redeem any of their equity interests or any
warrants, options or other rights in respect thereof, (c) pay any management fees or similar fees to any of their members or any
affiliate thereof, (d) pay or prepay interest on, principal of, premium, if any, redemption, conversion, exchange, purchase, retirement,
defeasance, sinking fund or any other payment in respect of any subordinated debt, or (e) set aside funds for any of the foregoing.


 


8.5.Transfer;
Merger. The Borrowers shall not, without the consent of the Bank which shall not be unreasonably withheld, either directly
or indirectly, merge, consolidate, sell, transfer, license, lease, encumber or otherwise dispose of all or any part of their property
or business or all or any substantial part of their assets, or sell or discount (with or without recourse) any of its Promissory
Notes, Chattel Paper, Payment Intangibles or Accounts (as the foregoing terms are defined in the UCC).


 


8.6.Issuance
of Shares/Membership. The Borrowers shall not, either directly or indirectly, issue or distribute any additional shares
or other securities of the Borrowers, or elect any additional members, except in the ordinary course of the Borrowers’ business
with the consent of the Bank, not to be unreasonably withheld.


 



    	21



    	 



    

8.7.Use
of Proceeds. Neither the Borrowers nor any of its Subsidiaries or affiliates shall use any portion of the proceeds of the
Loans, either directly or indirectly, for the purpose of purchasing any securities underwritten by the Bank or an affiliate of
the Bank, or for any purposes other than those identified in Section 2.1(b) above.


 


8.8.Bank
Accounts. The Borrowers shall not establish any new Deposit accounts or other bank accounts, other than bank accounts established
at or with the Bank without the prior written consent of the Bank.


 


8.9.Change
of Legal Status. The Borrowers shall not, without the consent of the Bank which shall not be unreasonably withheld, change
their names, their organizational identification number, or their jurisdiction of organization or other legal structure.


 


8.10.Transactions
with Affiliates. The Borrowers shall not, directly or indirectly, enter into or permit to exist any transaction with any of
its Affiliates or with any director, officer or employee of the Borrowers other than transactions in the ordinary course of, and
pursuant to the reasonable requirements of, the business of the Borrowers and upon fair and reasonable terms which are fully disclosed
to the Bank and are no less favorable to the Borrowers than would be obtained in a comparable arm’s length transaction with
a Person that is not an Affiliate of the Borrowers.


 


8.11.Subsidiaries.
No Borrower(s) shall, whether in one transaction or a series of related transactions, form or otherwise acquire a Subsidiary except
for such Subsidiaries whose formation or acquisition (as applicable) has been previously consented to, in writing, by Bank, and
who execute a joinder to this Agreement (and all other agreements of the Borrowers deemed necessary in the sole discretion of
the Bank) contemporaneously with such formation or acquisition (as applicable).


 


Article
IX

AFFIRMATIVE COVENANTS.


 


9.1.Compliance
with Bank Regulatory Requirements. Upon demand by the Bank, the Borrowers shall reimburse the Bank for the Bank’s additional
costs and/or any reductions in the amount of principal or interest received or receivable by the Bank if at any time after the
date of this Agreement any law, treaty or regulation or any change in any law, treaty or regulation or the interpretation thereof
by any governmental authority charged with the administration thereof or any central bank or other fiscal, monetary or other authority
having jurisdiction over the Bank or the Loans, whether or not having the force of law, shall impose, modify or deem applicable
any reserve (except reserve requirements taken into account in calculating the interest rate and/or special deposit
requirement against or in respect of assets held by or deposits in or for the account of the Loans by the Bank or impose on the
Bank any other condition with respect to this Agreement or the Loans, the result of which is to either increase the cost to the
Bank of making or maintaining the Loans or to reduce the amount of principal or interest received or receivable by the Bank with
respect to such Loans. Said additional costs and/or reductions will be those which directly result from the imposition of such
requirement or condition on the making or maintaining of such Loans. All Loans shall be deemed to be match funded for the purposes
of the Bank’s determination in the previous sentence. Notwithstanding the foregoing, the Borrowers shall not be required
to pay any such additional costs which could be avoided by the Bank with the exercise of reasonable conduct and diligence.


 



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9.2.Borrowers’
Existence. The Borrowers shall at all times preserve and maintain their existence, rights, franchises and privileges, and
shall at all times continue as a going concern in the business which the Borrowers are presently conducting.


 


9.3.Maintain
Collateral. The Borrowers shall at all times maintain, preserve and keep their physical plant, properties and equipment, including,
but not limited to, any collateral, in good repair, working order and condition, normal wear and tear excepted, and shall from
time to time make all needful and proper repairs, renewals, replacements, and additions thereto so that at all times the efficiency
thereof shall be fully preserved and maintained. The Borrowers shall permit the Bank to examine and inspect such plant, properties
and equipment, including, but not limited to, any collateral, at all reasonable times at the Bank’s expense unless after
the occurrence of an Event of Default, in which case it shall be at the expense of Borrowers.


 


9.4.Maintain
Insurance. The Borrowers shall at all times insure and keep insured in insurance companies acceptable to the Bank, all insurable
property owned by them which is of a character usually insured by companies similarly situated and operating like properties,
against loss or damage from fire and such other hazards or risks as are customarily insured against by companies similarly situated
and operating like properties; and shall similarly insure employers’, public and professional liability risks. Prior
to the date of the funding of the Notes, the Borrowers shall deliver to the Bank a certificate setting forth in summary form the
nature and extent of the insurance maintained by the Borrowers pursuant to this Section 9. All such policies of
insurance must be satisfactory to the Bank in relation to the amount and term of the Obligations and type and value of the Collateral
and assets of the Borrowers, shall identify the Bank as lender’s loss payee and as an additional insured. In the event
the Borrowers either fail to provide the Bank with evidence of the insurance coverage required by this Section or at any time
hereafter shall fail to obtain or maintain any of the policies of insurance required above, or to pay any premium in whole or
in part relating thereto, then the Bank, without waiving or releasing any obligation or default by the Borrowers hereunder, may
at any time (but shall be under no obligation to so act), obtain and maintain such policies of insurance and pay such premium
and take any other action with respect thereto, which the Bank deems advisable. This insurance coverage (i) may, but need not,
protect the Borrowers’ interest in such property, including, but not limited to the Collateral, and (ii) may not pay any
claim made by, or against, the Borrowers in connection with such property, including, but not limited to the Collateral. The Borrowers
may later cancel any such insurance purchased by the Bank, but only after providing the Bank with evidence that the Borrowers
has obtained the insurance coverage required by this Section. The costs of such insurance obtained by the Bank, through and including
the effective date such insurance coverage is canceled or expires, shall be payable on demand by the Borrowers to the Bank, together
with interest at the Default Rate on such amounts until repaid and any other charges by the Bank in connection with the placement
of such insurance. The costs of such insurance, which may be greater than the cost of insurance which the Borrowers may be able
to obtain on its own, together with interest thereon at the Default Rate and any other charges by the Bank in connection with
the placement of such insurance may be added to the total Obligations due and owing.


 



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9.5.Tax
Liabilities. The Borrowers shall at all times pay and discharge all property and other taxes, assessments and governmental
charges upon, and all claims (including claims for labor, materials and supplies) against the Borrowers or any of their properties,
equipment or inventory, before the same shall become delinquent and before penalties accrue thereon, unless and to the extent
that the same are being contested in good faith by appropriate proceedings and are insured against or bonded over to the satisfaction
of the Bank.


 


9.6.ERISA
Liabilities; Employee Plans. The Borrowers shall (i) keep in full force and effect any and all Employee Plans which are presently
in existence or may, from time to time, come into existence under ERISA, and not withdraw from any such Employee Plans, unless
such withdrawal can be effected or such Employee Plans can be terminated without liability to the Borrowers; (ii) make contributions
to all of such Employee Plans in a timely manner and in a sufficient amount to comply with the standards of ERISA; including the
minimum funding standards of ERISA; (iii) comply with all material requirements of ERISA which relate to such Employee Plans;
(iv) notify the Bank immediately upon receipt by the Borrowers of any notice concerning the imposition of any withdrawal liability
or of the institution of any proceeding or other action which may result in the termination of any such Employee Plans or the
appointment of a trustee to administer such Employee Plans; (v) promptly advise the Bank of the occurrence of any “Reportable
Event” or “Prohibited Transaction” (as such terms are defined in ERISA), with respect to any such Employee Plans;
and (vi) amend any Employee Plan that is intended to be qualified within the meaning of Section 401 of the Internal Revenue Code
of 1986 to the extent necessary to keep the Employee Plan qualified, and to cause the Employee Plan to be administered and operated
in a manner that does not cause the Employee Plan to lose its qualified status.


 


9.7.Financial
Statements. The Borrowers shall at all times maintain a standard and modern system of accounting, on the accrual basis of
accounting and in all respects in accordance with GAAP, and shall furnish to the Bank or its authorized representatives such information
regarding the business affairs, operations and financial condition of the Borrowers, including, but not limited to:


 


a.as
soon as available, and in any event, within one hundred twenty (120) days after the close of each of their fiscal years,
a copy of the annual audited financial statements of the Borrowers, including balance sheet, statement of income and retained
earnings, statement of cash flows for the fiscal year then ended and such other information (including nonfinancial information)
as the Bank may reasonably request, in reasonable detail, prepared and certified by an independent certified public accountant
acceptable to the Bank; and


 


b.as
soon as available, and in any event, within sixty (60) days following the end of each fiscal quarter, a copy
of the company prepared financial statements of the Borrowers regarding such fiscal quarter, including balance sheet, statement
of income and retained earnings, statement of cash flows for the fiscal quarter then ended and such other information (including
nonfinancial information) as the Bank may request, in reasonable detail, prepared and certified as accurate by the Borrowers.


 



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c.unless
subsequently requested in writing by the Bank, so long as Borrowers are reporting companies under the Securities Exchange Act
of 1934 and are timely filing the reports required thereunder to the Securities Exchange Commission, Borrowers will not be required
to furnish the financial statements as provided in clauses (a) and (b) above.


 


d.no
change with respect to such accounting principles shall be made by the Borrowers without giving prior notification to the Bank.
The Borrowers represent and warrant to the Bank that the financial statements delivered to the Bank at or prior to the execution
and delivery of this Agreement and to be delivered at all times thereafter accurately reflect and will accurately reflect the
financial condition of the Borrowers. The Bank shall have the right at all times during business hours to inspect the books and
records of the Borrowers and make extracts therefrom. The Borrowers agree to advise the Bank immediately of any material adverse
change in the financial condition, the operations or any other status of the Borrowers.


 


9.8.Supplemental
Financial Statements. The Borrowers shall immediately upon receipt thereof, provide to the Bank copies of interim and supplemental
reports if any, submitted to the Borrowers by independent accountants in connection with any interim audit or review of the books
of the Borrowers.


 


9.9.Field
Audits. Bank shall have the right to conduct a field examination of the accounts and inventory of the Borrowers at the Borrowers’
sole expense. A field examination is an on-site inspection to ascertain the quality and existence of pledged assets; evaluate
the Borrowers’ internal controls and accounting and finance functions; and test the accuracy of financial reporting received
from the Borrowers, the results of which must be satisfactory to the Bank in the Bank’s sole and absolute discretion.



 


9.10.Other
Reports/Quarterly Equipment Location Report. The Borrowers shall, within such period of time as the Bank may specify, deliver
to the Bank such other schedules and reports as the Bank may require, including, but not limited to, the following: Within sixty
(60) days after the end of each fiscal quarter, an equipment Location Report, in form and substance reasonably acceptable to the
Bank, identifying the equipment (as defined in the Master Equipment Lease Agreement) by serial number, physical address of each
item of equipment, and the name of the merchant or user in possession of the equipment, prepared and certified as complete and
correct, by the Borrower.


 


9.11.Collateral
Records. Borrowers shall keep full and accurate books and records relating to the Collateral and shall mark such books and
records to indicate the Bank’s Lien in the Collateral.


 


9.12.Notice
of Proceedings. The Borrowers shall, immediately after knowledge thereof shall have come to the attention of any officer of
the Borrowers, give written notice to the Bank of all threatened or pending actions, suits, and proceedings before any court or
governmental department, commission, board or other administrative agency which may have a Material effect on the business, property
or operations of the Borrowers.


 



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9.13.Notice
of Default. The Borrowers shall, immediately after the commencement thereof, give notice to the Bank in writing of the occurrence
of an Event of Default or of any event which, with the lapse of time, the giving of notice or both, would constitute an Event
of Default hereunder.


 


9.14.Banking
Relationship. The Borrowers covenant and agree, at all times during the term of this Agreement, to utilize the Bank as its
primary bank of account and depository for all financial services, including all receipts, disbursements, cash management, electronic
payment services (including credit card processing with FTPS) and related services and shall incur annual Treasure Management
fees equal to Thirty Thousand & 00/100 Dollars ($30,000.00) per year, which shall be in addition to the fee as set out
in Section 13.20 of this Agreement.


 


9.15.Covenant
Compliance Certificate. Each Borrower shall, within forty-five (45) calendar days after the end of each fiscal quarter, deliver
to the Bank a duly completed compliance certificate (a “Compliance Certificate”), dated the date of the financial
statements for the end of such fiscal quarter and certified as true and correct by an appropriate officer of the Borrower, containing
a computation of each of the financial covenants set forth in Section 9.7(b) above and stating that the Borrower
has not become aware of any Event of Default or unmatured Event of Default that has occurred and is continuing or, if there is
any such Event of Default or unmatured Event of Default describing it and the steps, if any, being taken to cure it.


 


Article
X

FINANCIAL COVENANTS.


 


10.1.Debt
Service Coverage Ratio. For each Reference Period, Borrowers shall maintain a Debt Service Coverage Ratio greater
than, or equal to, 1.20 to 1.00.


 


10.2.Senior
Funded Indebtedness to EBITDA Ratio. For each Reference Period identified below, Borrowers shall maintain a Senior Funded
Indebtedness to EBITDA Ratio no greater than the ratio indicated below:


 


 


	Reference Period	Senior Funded Indebtedness
    to EBITDA Ratio
	Fiscal quarter ending June 30,
        2011:

         
	3.30 to 1.00
	Fiscal quarter ending September
        30, 2011:

         
	2.75 to 1.00
	Fiscal quarters ending on December
        31, 2011,


March 31, 2012, June 30, 2012


and September 30, 2012:

         
	3.00 to 1.00
	Each fiscal quarter thereafter:	2.50 to 1.00


 


 



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For the last Reference Period stated
above, the corresponding ratio shall not be exceeded during any subsequent period that an obligation remains outstanding pursuant
to this Agreement. 


 


10.3.Liquidity
Covenant. To induce Bank to enter into this Agreement, and as a condition thereof, Borrowers hereby covenant and agree with
the Bank that, so long as any Loan (or any portion thereof) remains outstanding, the Borrowers shall collectively maintain an
average balance of at least One Million Two Hundred Thousand & 00/100 Dollars ($1,200,000.00) of Unencumbered Liquid
Assets, as measured quarterly.


 


Article
XI

EVENTS OF DEFAULT.


 


The Borrowers, without
notice or demand of any kind, unless otherwise expressly provided below, shall be in default under this Agreement upon the occurrence
of any of the following events (each an “Event of Default”).


 


11.1.Nonpayment
of Obligations. Any amount due and owing on the Draw Notes or any of the Obligations, including any Rate Management Obligation,
whether by its terms or as otherwise provided herein, is not paid when due and such non payment continues for a period of ten
(10) days.


 


11.2.Misrepresentation.
Any oral or written warranty, representation, certificate or statement in this Agreement, the Loan Documents or any other agreement
with the Bank shall be false in any material respect when made or at any time.


 


11.3.Nonperformance.
Any failure to perform or default in the performance of any covenant, condition or agreement contained in this Agreement and,
if capable of being cured, such failure to perform or default in performance continues for a period of fifteen (15) days after
the Borrowers receives notice or knowledge from any source of such failure to perform or default in performance), or in the Loan
Documents or any other agreement with the Bank and such failure to perform or default in performance continues beyond any applicable
grace or cure period, or in any case where the Bank believes, in good faith, that the payment of Borrower’s Obligations
under a Note or Notes, or the performance of any of Borrower’s other obligations under the Loan, is or will soon be impaired,
or the Bank otherwise in good faith deems itself to be insecure for whatever reason.


 


11.4.Default
under Loan Documents. A Material default beyond applicable grace or cure periods under any of the other Loan Documents, all
of which covenants, conditions and agreements contained therein are hereby incorporated in this Agreement by express reference,
shall be and constitute an Event of Default under this Agreement and any other of the Obligations.


 


11.5.Cross-Default.
Any event of default of the Borrowers’ obligations under any other agreements with the Bank as such defaults are defined
therein shall also constitute an Event of Default hereunder.


 



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11.6.Assignment
for Creditors. Any Obligor makes an assignment for the benefit of creditors, fails to pay, or admits in writing its inability
to pay its debts as they mature; or if a trustee of any substantial part of the assets of any Obligor is applied for or appointed.


 


11.7.Bankruptcy.
Any proceeding involving any Obligor, is commenced by or against such Obligor under any bankruptcy, reorganization, arrangement,
insolvency, readjustment of debt, dissolution or liquidation law or statute of the federal government or any state government,
and in the case of any such proceeding being instituted against such Obligor, (i) such Obligor, by any action or failure to act
indicates its approval of, consent to or acquiescence therein, or (ii) an order shall be entered approving the petition in such
proceedings and such order is not vacated, stayed on appeal or otherwise shall not have ceased to continue in effect within sixty
(60) days after the entry thereof).


 


11.8.Judgments.
The entry of any Material judgment, decree, levy, attachment, garnishment or other process, or the filing of any Material Lien
against any Obligor.


 


11.9.Change
in Membership and Control. The occurrence of any sale, conveyance, assignment or other transfer, directly or indirectly, of
any interest of the Borrowers, which results in any change in the identity of the individuals or entities previously in control
of the Borrowers; or the grant of a security interest in any ownership interest of any Person, directly or indirectly controlling
the Borrowers, which could result in a change in the identity of the individuals or entities previously in control of the Borrowers.
For the purpose hereof, the terms “control” or “controlling” shall mean the possession of the power to
direct, or cause the direction of, the management and policies of the Borrowers by contract or voting of securities or voting
as a member of the Borrowers.


 


11.10.Collateral
Impairment. The entry of any judgment, decree, levy, attachment, garnishment or other process, or the filing of any Lien against,
any of the Collateral or any collateral under a separate security agreement securing any of the Obligations and such judgment
or other process shall not have been, within thirty (30) days from the entry thereof, (i) bonded over to the satisfaction of the
Bank and appealed, (ii) vacated, or (iii) discharged, or the loss, theft, destruction, seizure or forfeiture, or the occurrence
of any material deterioration or impairment of any of the Collateral or any of the collateral under any security agreement securing
any of the Obligations, or any material decline or depreciation in the value or market price thereof (whether actual or reasonably
anticipated), which causes the Collateral, in the sole opinion of the Bank acting in good faith, to become unsatisfactory as to
value or character, or which causes the Bank to reasonably believe that it is insecure and that the likelihood for repayment of
the Obligations is or will soon be impaired, time being of the essence. The cause of such deterioration, impairment, decline or
depreciation shall include, but is not limited to, the failure by the Borrowers to do any act deemed reasonably necessary
by the Bank to preserve and maintain the value and collectibility of the Collateral.


 


11.11.Rate
Management Obligations and Agreements. Nonpayment by Borrowers of any Rate Management Obligation when due or the breach by
Borrowers of any term, provision or condition contained in any Rate Management Agreement.


 



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11.12.Subordinated
Debt. The subordination provisions of any subordination agreement in favor of the Bank shall for any reason be revoked or
invalid or otherwise cease to be in full force and effect. The Borrowers shall contest in any manner, or any other holder thereof
shall contest in any judicial proceeding, the validity or enforceability of any such subordination agreement or deny that it has
any further liability or obligation thereunder.


 


11.13.Material
Adverse Event. The occurrence of any Material adverse event which causes a change in the financial condition of the Borrowers,
or which would have a Material adverse effect on the business of the Borrowers.


 


Article
XII

REMEDIES.


 


Upon the occurrence
of an Event of Default, the Bank shall have all rights, powers and remedies set forth in the Loan Documents, in any written agreement
or instrument relating to any of the Obligations or any security therefor, or as otherwise provided at law or in equity. Without
limiting the generality of the foregoing, the Bank may, at its option upon the occurrence of an Event of Default, declare its
commitments to the Borrowers to be terminated and all Obligations to be immediately due and payable, provided, however, that upon
the occurrence of an Event of Default under either Section 11.6, “Assignment for Creditors”, or Section
11.7, “Bankruptcy”, all commitments of the Bank to the Borrowers shall immediately terminate and all Obligations
shall be automatically due and payable, all without demand, notice or further action of any kind required on the part of the Bank.
The Borrowers hereby waives any and all presentment, demand, notice of dishonor, protest, and all other notices and demands in
connection with the enforcement of Bank’s rights under the Loan Documents, and hereby consents to, and waives notice of
release, with or without consideration, of any Borrowers or any guarantor or of any Collateral, notwithstanding
anything contained herein or in the Loan Documents to the contrary. In addition to the foregoing:


 


12.1.Possession
and Assembly of Collateral. To the extent permitted by applicable law or this Agreement, the Bank may, without notice, demand
or legal process of any kind, take possession of any or all of the Collateral (in addition to Collateral of which the Bank already
has possession), wherever it may be found, and for that purpose may pursue the same wherever it may be found, and may enter into
any of the Borrowers’ premises where any of the Collateral may be or is supposed to be, and search for, take possession
of, remove, keep and store any of the Collateral until the same shall be sold or otherwise disposed of and the Bank shall have
the right to store the same in any of the Borrowers’ premises without cost to the Bank. At the Bank’s request, the
Borrowers will, at the Borrowers’ sole expense, assemble the Collateral and make it available to the Bank at a place or
places to be designated by the Bank which is reasonably convenient to the Bank and the Borrowers.


 


12.2.Sale
of Collateral. To the extent permitted by applicable law or this Agreement, the Bank may sell any or all of the Collateral
at public or private sale, upon such terms and conditions as the Bank may deem proper, and the Bank may purchase any or all of
the Collateral at any such sale. The Bank may apply the net proceeds, after deducting all costs, expenses, attorneys’ and
paralegals’ fees incurred or paid at any time in the collection, protection and sale of the Collateral and the Obligations,
to the payment of the Note(s) and/or any of the other Obligations, returning the excess proceeds, if any, to the Borrowers. The
Borrowers shall remain liable for any amount remaining unpaid after such application, with interest. Any notification of intended
disposition of the Collateral required by law shall be conclusively deemed reasonably and properly given if given by the Bank
at least ten (10) calendar days before the date of such disposition. The Borrowers hereby confirm, approve and ratify all
acts and deeds of the Bank relating to the foregoing, and each part thereof, then in accordance with applicable law or this Agreement.


 



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12.3.Standards
for Exercising Remedies. To the extent that applicable law imposes duties on the Bank to exercise remedies in a commercially
reasonable manner, the Borrowers acknowledges and agrees that it is not commercially unreasonable for the Bank (a) to fail to
incur expenses reasonably deemed significant by the Bank to prepare Collateral for disposition or otherwise to complete raw material
or work-in-process into finished goods or other finished products for disposition, (b) to fail to obtain third party consents
for access to Collateral to be disposed of, or to obtain or, if not required by other law, to fail to obtain governmental or third
party consents for the collection or disposition of Collateral to be collected or disposed of, (c) to fail to exercise collection
remedies against Account Debtors or other Persons obligated on Collateral or to remove liens or encumbrances on or any adverse
claims against Collateral, (d) to exercise collection remedies against Account Debtors and other Persons obligated on Collateral
directly or through the use of collection agencies and other collection specialists, (e) to advertise dispositions of Collateral
through publications or media of general circulation, whether or not the Collateral is of a specialized nature, (f) to contact
other Persons, whether or not in the same business as the Borrowers, for expressions of interest in acquiring all or any portion
of the Collateral, (g) to hire one or more professional auctioneers to assist in the disposition of Collateral, whether or not
the collateral is of a specialized nature, (h) to dispose of Collateral by utilizing Internet sites that provide for the auction
of assets of the types included in the Collateral or that have the reasonable capability of doing so, or that match buyers and
sellers of assets, (i) to dispose of assets in wholesale rather than retail markets, (j) to disclaim disposition warranties, including,
without limitation, any warranties of title, (k) to purchase insurance or credit enhancements to insure the Bank against risks
of loss, collection or disposition of Collateral or to provide to the Bank a guaranteed return from the collection or disposition
of Collateral, or (1) to the extent deemed appropriate by the Bank, to obtain the services of other brokers, investment bankers,
consultants and other professionals to assist the Bank in the collection or disposition of any of the Collateral. The Borrowers
acknowledges that the purpose of this Section is to provide non-exhaustive indications of what actions or omissions by the Bank
would not be commercially unreasonable in the Bank’s exercise of remedies against the Collateral and that other actions
or omissions by the Bank shall not be deemed commercially unreasonable solely on account of not being indicated in this Section.
Without limitation upon the foregoing, nothing contained in this Section shall be construed to grant any rights to the Borrowers
or to impose any duties on the Bank that would not have been granted or imposed by this Agreement or by applicable law in the
absence of this Section.


 


12.4.UCC
and Offset Rights. The Bank may exercise, from time to time, any and all rights and remedies available to it under the UCC
or under any other applicable law in addition to, and not in lieu of, any rights and remedies expressly granted in this Agreement
or in any other agreements between any Obligor and the Bank, and may, without demand or notice of any kind, appropriate and apply
toward the payment of such of the Obligations, whether matured or unmatured, including costs of collection and attorneys’
and paralegals’ fees, and in such order of application as the Bank may, from time to time, elect, any indebtedness of the
Bank to any Obligor, however created or arising, including, but not limited to, balances, credits, deposits, accounts or moneys
of such Obligor in the possession, control or custody of, or in transit to the Bank. The Borrowers, on behalf of themselves and
each Obligor, hereby waives the benefit of any law that would otherwise restrict or limit the Bank in the exercise of its right,
which is hereby acknowledged, to appropriate at any time hereafter any such indebtedness owing from the Bank to any Obligor.


 



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12.5.Additional
Remedies. The Bank shall have the right and power to:


 


a.instruct
the Borrowers, at their own expense, to notify any parties obligated on any of the Collateral, including, but not limited to,
any Account Debtors, to make payment directly to the Bank of any amounts due or to become due thereunder, or the Bank may directly
notify such obligors of the security interest of the Bank, and/or of the assignment to the Bank of the Collateral and direct such
obligors to make payment to the Bank of any amounts due or to become due with respect thereto, and thereafter, collect any such
amounts due on the Collateral directly from such Persons obligated thereon;


 


b.enforce
collection of any of the Collateral, including, but not limited to, any Accounts, by suit or otherwise, or make any compromise
or settlement with respect to any of the Collateral, or surrender, release or exchange all or any part thereof, or compromise,
extend or renew for any period (whether or not longer than the original period) any indebtedness thereunder; take possession or
control of any proceeds and products of any of the Collateral, including the proceeds of insurance thereon;


 


c.extend,
renew or modify for one or more periods (whether or not longer than the original period) the Notes, any other of the Obligations,
any obligation of any nature of any other obligor with respect to the Notes or any of the Obligations;


 


d.grant
releases, compromises or indulgences with respect to the Notes, any of the Obligations, any extension or renewal of any of the
Obligations, any security therefor, or to any other obligor with respect to the Note(s) or any of the Obligations;


 


e.transfer
the whole or any part of securities which may constitute Collateral into the name of the Bank or the Bank’s nominee without
disclosing, if the Bank so desires, that such securities so transferred are subject to the security interest of the Bank, and
any corporation, association, or any of the managers or trustees of any trust issuing any of said securities, or any transfer
agent, shall not be bound to inquire, in the event that the Bank or said nominee makes any further transfer of said securities,
or any portion thereof, as to whether the Bank or such nominee has the right to make such further transfer, and shall not be liable
for transferring the same;


 


f.vote
the Collateral;


 


g.make
an election with respect to the Collateral under Section 1111 of the Bankruptcy Code or take action under Section 364 or any other
section of the Bankruptcy Code; provided, however, that any such action of the Bank as set forth herein shall not, in any manner
whatsoever, impair or affect the liability of the Borrowers hereunder, nor prejudice, waive, nor be construed to impair, affect,
prejudice or waive the Bank’s rights and remedies at law, in equity or by statute, nor release, discharge, nor be construed
to release or discharge, the Borrowers, any guarantor or other Person liable to the Bank for the Obligations; and


 



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h.at
any time, and from time to time, accept additions to, releases, reductions, exchanges or substitution of the Collateral, without
in any way altering, impairing, diminishing or affecting the provisions of this Agreement, the Loan Documents, or any of the other
Obligations, or the Bank’s rights hereunder, under the Notes or under any of the other Obligations.


 


12.6.Attorney-in-Fact.
The Borrowers hereby irrevocably make, constitute and appoint the Bank (and any officer of the Bank or any Person designated by
the Bank for that purpose) as the Borrowers’ true and lawful proxy and attorney-in-fact (and agent-in-fact) in the Borrowers’
name, place and stead, with full power of substitution, to (i) take such actions as are permitted in this Agreement, (ii) execute
such financing statements and other documents and to do such other acts as the Bank may require to perfect and preserve the Bank’s
security interest in, and to enforce such interests in the Collateral, and (iii) carry out any remedy provided for in this Agreement,
including, without limitation, endorsing the Borrowers’ name to checks, drafts, instruments and other items of payment,
and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving
the address of the Borrowers, changing the address of the Borrowers to that of the Bank, opening all envelopes addressed to the
Borrowers and applying any payments contained therein to the Obligations. The Borrowers hereby acknowledges that the constitution
and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. The Borrowers hereby ratify
and confirm all that said attorney-in-fact may do or cause to be done by virtue of any provision of this Agreement then in accordance
with applicable law or this Agreement..


 


12.7.No
Marshaling. The Bank shall not be required to marshal any present or future collateral security (including but not limited
to this Agreement and the Collateral) for, or other assurances of payment of, the Obligations or any of them or to resort to such
collateral security or other assurances of payment in any particular order. To the extent that it lawfully may, the Borrowers
hereby agree that they will not invoke any law relating to the marshaling of collateral which might cause delay in or impede the
enforcement of the Bank’s rights under this Agreement or under any other instrument creating or evidencing any of the Obligations
or under which any of the Obligations is outstanding or by which any of the Obligations is secured or payment thereof is otherwise
assured, and, to the extent that they lawfully may, the Borrowers hereby irrevocably waive the benefits of all such laws.


 


12.8.Application
of Proceeds. The Bank will within three (3) business days after receipt of cash or solvent credits from collection of items
of payment, proceeds of Collateral or any other source, apply the whole or any part thereof against the Obligations secured hereby.
The Bank shall further have the exclusive right to determine how, when and what application of such payments and such credits
shall be made on the Obligations, and such determination shall be conclusive upon the Borrowers. Any proceeds of any disposition
by the Bank of all or any part of the Collateral may be first applied by the Bank to the payment of expenses incurred by the Bank
in connection with the Collateral, including attorneys’ fees and legal expenses as provided for in Section 13
hereof.


 



    	32



    	 



    

12.9.No
Waiver. No Event of Default shall be waived by the Bank except in writing. No failure or delay on the part of the Bank in
exercising any right, power or remedy hereunder shall operate as a waiver of the exercise of the same or any other right at any
other time; nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise
thereof or the exercise of any other right, power or remedy hereunder. There shall be no obligation on the part of the Bank to
exercise any remedy available to the Bank in any order. The remedies provided for herein are cumulative and not exclusive of any
remedies provided at law or in equity. The Borrowers agree that in the event that the Borrowers fail to perform, observe or discharge
any of its Obligations or liabilities under this Agreement or any other agreements with the Bank, no remedy of law will provide
adequate relief to the Bank, and further agree that the Bank shall be entitled to temporary and permanent injunctive relief in
any such case without the necessity of proving actual damages and further the Borrowers hereby waive any requirement that the
Bank be required to post any bond for said temporary or permanent injunctive relief.


 


Article
XIII

MISCELLANEOUS.


 


13.1.Obligations
Absolute. None of the following shall affect the Obligations of the Borrowers to the Bank under this Agreement or the Bank’s
rights with respect to the Collateral:


 


a.acceptance
or retention by the Bank of other property or any interest in property as security for the Obligations;


 


b.release
by the Bank of any Borrowers or any guarantor or of all or any part of the Collateral or of any party liable with respect to the
Obligations;


 


c.release,
extension, renewal, modification or substitution by the Bank of the Note(s), or any note evidencing any of the Obligations, or
the compromise of the liability of any guarantor of the Obligations; or


 


d.failure
of the Bank to resort to any other security or to pursue the Borrowers or any other obligor liable for any of the Obligations
before resorting to remedies against the Collateral.


 


13.2.Entire
Agreement. This Agreement (i) is valid, binding and enforceable against the Borrowers and the Bank in accordance with its
provisions and no conditions exist as to its legal effectiveness; (ii) constitutes the entire agreement between the parties; and
(iii) is the final expression of the intentions of the Borrowers and the Bank. No promises, either expressed or implied, exist
between the Borrowers and the Bank, unless contained herein. This Agreement supersedes all negotiations, representations, warranties,
commitments, offers, contracts (of any kind or nature, whether oral or written) prior to or contemporaneous with the execution
hereof.


 


13.3.Amendments;
Waivers. No amendment, modification, termination, discharge or waiver of any provision of this Agreement or of the Loan Documents,
or consent to any departure by the Borrowers therefrom, shall in any event be effective unless the same shall be in writing and
signed by the Bank, and then such waiver or consent shall be effective only for the specific purpose for which given.


 



    	33



    	 



    

13.4.WAIVER
OF DEFENSES. THE BORROWERS, ON THEIR BEHALF AND ANY GUARANTORS OF ANY OF THE OBLIGATIONS, WAIVE EVERY PRESENT AND FUTURE DEFENSE,
CAUSE OF ACTION, COUNTERCLAIM OR SETOFF WHICH THE BORROWERS MAY NOW HAVE OR HEREAFTER MAY HAVE TO ANY ACTION BY THE BANK IN ENFORCING
THIS AGREEMENT. THE BORROWERS WAIVE ANY IMPLIED COVENANT OF GOOD FAITH. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK GRANTING
ANY FINANCIAL ACCOMMODATION TO THE BORROWERS.


 


13.5.WAIVER
OF JURY TRIAL. THE BANK AND THE BORROWERS, AFTER CONSULTING OR HAVING HAD THE OPPORTUNITY TO CONSULT WITH COUNSEL, EACH KNOWINGLY,
VOLUNTARILY AND INTENTIONALLY WAIVE IRREVOCABLY, THE RIGHT TO TRIAL BY JURY WITH RESPECT TO ANY LEGAL PROCEEDING BASED HEREON,
OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT, THE NOTES OR ANY OF THE OTHER OBLIGATIONS, THE COLLATERAL, OR ANY
OTHER AGREEMENT EXECUTED OR CONTEMPLATED TO BE EXECUTED IN CONJUNCTION WITH THIS AGREEMENT, OR ANY COURSE OF CONDUCT OR COURSE
OF DEALING IN WHICH THE BANK AND THE BORROWERS ARE ADVERSE PARTIES. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE BANK GRANTING
ANY FINANCIAL ACCOMMODATION TO THE BORROWERS.


 


13.6.LITIGATION.
TO INDUCE THE BANK TO MAKE THE LOANS, THE BORROWERS IRREVOCABLY AGREES THAT ALL ACTIONS ARISING, DIRECTLY OR INDIRECTLY, AS A
RESULT OR CONSEQUENCE OF THIS AGREEMENT, INCLUDING ACTIONS FILED BY THE BORROWERS UNDER THE BANKRUPTCY CODE, THE NOTE(S), ANY
OTHER AGREEMENT WITH THE BANK OR THE COLLATERAL, SHALL BE INSTITUTED AND LITIGATED ONLY IN DUVAL COUNTY, FLORIDA. THE BORROWERS
HEREBY CONSENT TO THE EXCLUSIVE JURISDICTION AND VENUE OF ANY STATE OR FEDERAL COURT HAVING ITS SITUS IN SAID COUNTY, AND WAIVES
ANY OBJECTION BASED ON FORUM NON CONVENIENS.


 


13.7.Assignability.
The Bank may at any time assign the Bank’s rights in this Agreement, the Notes, the Obligations, or any part thereof and
transfer the Bank’s rights in any or all of the Collateral, and the Bank thereafter shall be relieved from all liability
with respect to such Collateral. In addition, the Bank may at any time sell one or more participations in the Loans. The Borrowers
may not sell or assign this Agreement, or any other agreement with the Bank or any portion thereof, either voluntarily or by operation
of law, without the prior written consent of the Bank. This Agreement shall be binding upon the Bank and the Borrowers and their
respective legal representatives and successors. All references herein to the Borrowers shall be deemed to include any successors,
whether immediate or remote. In the case of a joint venture or partnership, the term “Borrowers” shall be deemed to
include all joint venturers or partners thereof, who shall be jointly and severally liable hereunder.


 



    	34



    	 



    

13.8.Confidentiality.
The Borrowers and the Bank hereby agree and acknowledge that any and all information relating to the Borrowers which is (i) furnished
by the Borrowers to the Bank (or to any affiliate of the Bank), and (ii) non-public, confidential or proprietary in nature, shall
be kept confidential by the Bank or such affiliate in accordance with applicable law, provided, however, that such information
and other credit information relating to the Borrowers may be distributed by the Bank or such affiliate to the Bank’s or
such affiliate’s directors, officers, employees, attorneys, auditors and regulators, and upon the order of a court or other
governmental agency having jurisdiction over the Bank or such affiliate, to any other party. The Borrowers and the Bank further
agree that this provision shall survive the termination of this Agreement.


 


13.9.Binding
Effect. This Agreement shall become effective upon execution by the Borrowers and the Bank. If this Agreement is not dated
or contains any blanks when executed by the Borrowers, the Bank is hereby authorized, without notice to the Borrowers, to date
this Agreement as of the date when it was executed by the Borrowers, and to complete any such blanks according to the terms upon
which this Agreement is executed.


 


13.10.Governing
Law. This Agreement, the Loan Documents and the Notes shall be delivered and accepted in and shall be deemed to be contracts
made under and governed by the laws of the State of Florida (but giving effect to federal laws applicable to national banks),
and for all purposes shall be construed in accordance with the laws of such State, without giving effect to the choice of law
provisions of such State.


 


13.11.Enforceability.
Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement shall be prohibited by, unenforceable or invalid under any jurisdiction, such provision
shall as to such jurisdiction, be severable and be ineffective to the extent of such prohibition or invalidity, without invalidating
the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction.


 


13.12.
Survival of Borrowers Representations. All covenants, agreements, representations and warranties made by the Borrowers
herein shall, notwithstanding any investigation by the Bank, be deemed material and relied upon by the Bank and shall survive
the making and execution of this Agreement and the Loan Documents and the issuance of the Notes, and shall be deemed to be continuing
representations and warranties until such time as the Borrowers have fulfilled all of their Obligations to the Bank, and the Bank
has been paid in full. The Bank, in extending financial accommodations to the Borrowers, is expressly acting and relying on the
aforesaid representations and warranties.


 


13.13.Extensions
of Bank’s Commitment and Notes. This Agreement shall secure and govern the terms of any extensions or renewals of the
Bank’s commitment hereunder and the Notes pursuant to the execution of any modification, extension or renewal note executed
by the Borrowers and accepted by the Bank in its sole and absolute discretion in substitution for the Notes.


 



    	35



    	 



    

13.14.Time
of Essence. Time is of the essence in making payments of all amounts due the Bank under this Agreement and in the performance
and observance by the Borrowers of each covenant, agreement, provision and term of this Agreement.


 


13.15.Counterparts.
This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of
which when so executed and delivered shall be deemed to be an original and all of which taken together shall constitute one and
the same instrument.


 


13.16.Facsimile
Signatures. The Bank is hereby authorized to rely upon and accept as an original any Loan Documents or other communication
which is sent to the Bank by facsimile, telegraphic or other electronic transmission (each, a “Communication”) which
the Bank in good faith believes has been signed by Borrowers and has been delivered to the Bank by a properly authorized representative
of the Borrowers, whether or not that is in fact the case. Notwithstanding the foregoing, the Bank shall not be obligated to accept
any such Communication as an original and may in any instance require that an original document be submitted to the Bank in lieu
of, or in addition to, any such Communication.


 


13.17.Notices.
Except as otherwise provided herein, the Borrowers waive all notices and demands in connection with the enforcement of the Bank’s
rights hereunder. All notices, requests. demands and other communications provided for hereunder shall be in writing, sent by
certified or registered mail, or delivered in person, and addressed as follows:


 


 


	To the Borrowers:	Global Axcess Corp;

        Nationwide Money Services Inc.;

        Nationwide Ntertainment Services,
        Inc.;

        EFT Integration Services, Inc.

        7800 Belfort Parkway, Suite 165

        Jacksonville, Florida 32256

        Attn: Michael J. Loiacono

	 	 
	With a copy to:	Pamela M. Brown, Esq.

        Smith, Gambrell & Russell,
        LLP

        50 N. Laura Street, Suite 2600

        Jacksonville, Florida 32202

	 	 
	To the Lender:	Fifth Third Bank

        9716 San Jose Blvd., 2nd

        MDF453305

        Jacksonville, Florida 32257

        Attn: Janice Kriwanek

         

	With copy to:	Hinshaw & Culbertson LLP

        4343 Commerce Court, Suite 415

        Lisle, Illinois 60532

        Attention: David E. Zajicek,
        Esq.



 



    	36



    	 



    

or, as to each party, at such other address
as shall be designated by such party in a written notice to each other party complying as to delivery with the terms of this subsection.
No notice to or demand on the Borrowers in any case shall entitle the Borrowers to any other or further notice or demand in similar
or other circumstances.


 


13.18.Indemnification.
The Borrowers agree to defend (with counsel satisfactory to the Bank), protect, indemnify and hold harmless each Indemnified Party
from and against any and all liabilities, obligations, losses, damages, penalties, actions, judgments, suits, claims, costs, expenses
and distributions of any kind or nature (including, without limitation, the disbursements and the reasonable fees of counsel for
each Indemnified Party thereto, which shall also include, without limitation, attorneys’ fees and time charges of attorneys
who may be employees of the Bank, any parent corporation or affiliated corporation of the Bank), which may be imposed on, incurred
by, or asserted against, any Indemnified Party (whether direct, indirect or consequential and whether based on any federal, state
or local laws or regulations, including, without limitation, securities, environmental laws and commercial laws and regulations,
under common law or in equity, or based on contract or otherwise) in any manner relating to or arising out of this Agreement or
any of the Loan Documents, or any act, event or transaction related or attendant thereto, the preparation, execution and delivery
of this Agreement and the Loan Documents, including, but not limited to, the making or issuance and management of the Loans, the
use or intended use of the proceeds of the Loans, the enforcement of the Bank’s rights and remedies under this Agreement,
the Loan Documents, the Note(s), any other instruments and documents delivered hereunder, or under any other agreement between
the Borrowers and the Bank; provided, however, that the Borrowers shall not have any obligations hereunder to any Indemnified
Party with respect to matters caused by or resulting from the willful misconduct or gross negligence of such Indemnified Party.
To the extent that the undertaking to indemnify set forth in the preceding sentence may be unenforceable because it violates any
law or public policy, the Borrowers shall satisfy such undertaking to the maximum extent permitted by applicable law. Any liability,
obligation, loss, damage, penalty, cost or expense covered by this indemnity shall be paid to each Indemnified Party on demand,
and, failing prompt payment, shall, together with interest thereon at the Default Rate from the date incurred by each Indemnified
Party until paid by the Borrowers, be added to the Obligations of the Borrowers and be secured by the Collateral. The provisions
of this Section 13.18 shall survive the satisfaction and payment of the other Obligations and the termination of
this Agreement.


 


13.19.Expenses.
Borrowers shall pay all costs and expenses incurred by the Bank in connection with the Bank’s review, due diligence and
closing of the Loans, including the fees and expenses of counsel to the Bank in connection with the negotiation and preparation
of the Loan Documents and the enforcement of the proposal letter entered into by and between Borrowers and the Bank, the costs
of any lien searches, transactional taxes and filing fees whether or not the Loans actually close, as well as all of the Bank’s
costs and expenses, including without limitation reasonable “attorneys” fees in connection with enforcement of this
Agreement or any future related agreement between Borrowers and the Bank. All such fees, costs and expenses shall constitute additional
Obligations of Borrowers.


 


13.20.Joint
And Several Liability. The Borrowers are jointly and severally liable for all obligations imposed upon them under the terms
of this Agreement and the Loan Documents.


 


 


 


[Remainder
Of Page Intentionally Left Blank; Signature Page To Follow] 



    	37



    	 



    

IN WITNESS WHEREOF,
the parties have executed this Loan and Security Agreement as of the date first above written. 


 


 


	BORROWERS:	 	GLOBAL AXCESS CORP., a
        Nevada corporation

         

         

        By: __/s/ Lock Ireland____________________________

        Lock
        Ireland, Co-Interim Chief Executive Officer

         

	 	 	NATIONWIDE MONEY SERVICES INC.,
        a Nevada corporation

         

         

        By: __/s/ Lock Ireland____________________________

        Lock
        Ireland, President

         

	 	 	NATIONWIDE NTERTAINMENT SERVICES,
        INC. , a Nevada corporation

         

         

        By: __/s/ Lock Ireland____________________________

        Lock
        Ireland, President

         

	 	 	EFT INTEGRATION, INC., a
        Nevada corporation

         

         

        By: __/s/ Lock Ireland____________________________

        Lock
        Ireland, President

         

	BANK:	 	FIFTH THIRD BANK, an Ohio
        banking corporation

         

        By: __/s/ Janice Kriwanek_________________________

         

        Print Name: __Janice Kriwanek_______________

         

        Its: ___Senior Vice President______________






    	38



    	 



    

EXHIBIT A


 


DRAW
LOAN c Note




 


 


	$__________________	Date: December, 2011


Jacksonville, Florida


 


FOR VALUE RECEIVED,
GLOBAL AXCESS CORP., a Nevada corporation, NATIONWIDE MONEY SERVICES INC., a Nevada corporation, NATIONWIDE NTERTAINMENT
SERVICES, INC., a Nevada corporation, and EFT INTEGRATION, INC., a Florida corporation (collectively “Borrowers”),
jointly and severally, promise to pay to the order of FIFTH THIRD BANK, an Ohio banking corporation (hereinafter, together
with any holder thereof, the “Bank”), whose address is 9716 San Jose Boulevard, Suite 200, Jacksonville, FL 32257,
the principal sum of ________________ DOLLARS ($___________) with interest from the date of disbursement until paid in
full, on the unpaid principal balance from time to time hereunder, at the LIBOR Rate, as defined in that certain Global Axcess
2011-C Loan and Security Agreement dated _____________, 20__, by and between Borrowers and Bank (the “Loan Agreement”),
calculated on the basis of the actual number of days elapsed in a 360-day year of 12 months of 30 days each, payable in arrears,
all payable in lawful money of the United States of America, which shall be legal tender in payment of all debts and dues, public
and private, at the time of payment, said principal and interest being payable as follows:


 


		(a)	Principal and accrued interest, fully
                                                           amortized over ________months, shall be due and payable
                                                           in equal monthly installments, commencing on _____________, 20__,
                                                           and continuing on the last day of each calendar month thereafter;
                                                           and



 


		(b)	The remaining principal balance, together
                                                           with accrued and unpaid interest thereon, shall be due and payable
                                                           in full that date which is the earlier of (i) ________months
                                                           following the date of this Note and (ii) the expiration date
                                                           or earlier termination of the customer agreement(s) that were acquired
                                                           with the proceeds of this Note, as contemplated under the Loan Agreement;
                                                           but in any event not later than May 31, 2015 (in either
                                                           event, the “Draw Loan C Maturity Date”).



 


Capitalized words
and phrases not otherwise defined herein shall have the meaning assigned thereto in the Loan Agreement, which by reference thereto
is fully incorporated herein.


 


This Note evidences
a disbursement under Draw Loan C as provided in the Loan Agreement, which includes certain terms and conditions under which the
Draw Loan C Maturity Date or any payment hereon may be accelerated. The holder of this Note is entitled to all of the benefits
and security provided for in the Loan Documents, including the UCC-1 Financing Statement(s) evidencing a blanket lien on all of
the Collateral as more specifically described in the Loan Documents.


 


Principal and interest
shall be paid to the Bank at its address set forth above, or at such other place as the holder of this Note shall designate in
writing to the Borrowers. The Bank’s disbursement under the Draw Loan C, as evidenced by this Note, and all payments on
account of the principal and interest of this Note, shall be recorded on the books and records of the Bank and the principal balance
as shown on such books and records, or any copy thereof certified by an officer of the Bank, shall be rebuttably presumptive evidence
of the principal amount owing hereunder.


 



    	



    	 



    

Except for such notices
as may be required under the terms of the Loan Agreement, the Borrowers waive presentment, demand, notice, protest, and all other
demands, or notices, in connection with the delivery, acceptance, performance, default, or enforcement of this Draw Note, and
assent to any extension or postponement of the time of payment or any other indulgence.


 


The Bank’s disbursement
under Draw Loan C, as evidenced by this Note, has been made at the Bank’s main office set forth above. This Note shall be
governed and construed in accordance with the laws of the State of Florida, in which state it shall be performed, and shall be
binding upon the Borrowers, and their respective legal representatives, successors, and assigns.


 


Wherever possible,
each provision of the Loan Agreement and this Note shall be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of the Loan Agreement or this Note shall be prohibited by or be invalid under such law, such provision
shall be severable, and be ineffective to the extent of such prohibition or invalidity, without invalidating the remaining provisions
of the Loan Agreement or this Note. The term “Borrowers” as used herein shall mean all parties executing this Note,
and each one of them, and all such parties, their respective successors and assigns, shall be jointly and severally obligated
hereunder.


 


 


 


 


 


 


[Remainder
Of Page Intentionally Left Blank; Signature Page To Follow] 



    	2



    	 



    

IN WITNESS WHEREOF,
the Borrowers have executed this Note as of the date set forth above.


 


 


	 	 	GLOBAL AXCESS CORP, a Nevada
        corporation

         

         

        By: _______________________________________

        Lock
        Ireland, Co-Chief Executive Officer

         

	 	 	NATIONWIDE MONEY SERVICES INC.,

        a Nevada corporation

         

         

        By: _______________________________________

        Lock
        Ireland, President

         

	 	 	NATIONWIDE NTERTAINMENT SERVICES,
        INC. , a Nevada corporation

         

         

        By: _______________________________________

        Lock
        Ireland, President

         

	 	 	EFT INTEGRATION, INC., a
        Nevada corporation

         

         

        By: _______________________________________

        Lock
        Ireland, President

         



 


 


 


This Draw Note is an
unsecured note in connection with a $3,000,000 aggregate credit facility. Florida Documentary Stamp tax in the amount of
$2,450.00 has been paid directly to the Florida Department of Revenue representing the full amount of tax owed on said
credit facility. Accordingly, no further tax is due on this Draw Note.


 


 


[Note: Affix Florida Documentary Stamp
Tax Receipt (Certificate of Registration)]


 



    	3



    	 



    

 


EXHIBIT B


 


		To:	Fifth Third Bank, as Lender



 


Please refer to the
Global Axcess 2011-C Loan and Security Agreement dated as of December ___, 2011 (as amended, restated, supplemented or
otherwise modified from time to time, the “Loan Agreement”) by and among GLOBAL AXCESS CORP., a Nevada corporation,
NATIONWIDE MONEY SERVICES INC., a Nevada corporation, NATIONWIDE NTERTAINMENT SERVICES, INC., a Nevada corporation, and EFT INTEGRATION,
INC., a Florida corporation, (jointly, severally and collectively, the “Borrowers”); and FIFTH THIRD BANK, an Ohio
Banking corporation (“Lender”). Terms used but not otherwise defined herein are used herein as defined in the Loan
Agreement.


 


The undersigned hereby
gives irrevocable notice, pursuant to Article V of the Loan Agreement, of a request hereby for a borrowing as follows:


 


(i)The requested
borrowing date for the proposed borrowing (which is a Business Day) is ______________, 20__.


 


(ii)The aggregate
amount of the proposed borrowing is $______________.


 


(iii)The type
of Loans comprising the proposed borrowing are Draw Loan C.


 


Each of the undersigned
hereby certifies that on the date hereof and on the date of borrowing set forth above, and immediately after giving effect to
the borrowing requested hereby: (i) there exists and there shall exist no Default or Event of Default under the Loan Agreement;
and (ii) each of the representations and warranties contained in the Loan Agreement and the other Loan Documents is true and correct
as of the date hereof, except to the extent that such representation or warranty expressly relates to another date and except
for changes therein expressly permitted or expressly contemplated by the Loan Agreement. Each of the undersigned hereby further
certifies that the proceeds of the proposed borrowing shall be used solely for the purposes identified in the Loan Agreement and
on the purchase order(s) attached hereto.


 


 


 


 


 


[Remainder
Of Page Intentionally Left Blank; Signature Page To Follow] 



    	



    	 



    

IN WITNESS WHEREOF,
the Borrowers Borrower has caused this Notice of Borrowing to be executed and delivered as of this ____ day of _____________,
20___.


 


 


 


	GLOBAL AXCESS CORP., a Nevada
        corporation

         

         

        By: _______________________________

        Lock
        Ireland, Co-Interim Chief Executive Officer

         

         

         
	 	NATIONWIDE
MONEY SERVICES INC., a Nevada corporation 

         

         

        By: _________________________________

        Lock
        Ireland, President

         

	NATIONWIDE NTERTAINMENT
        SERVICES, INC., a Nevada corporation

         

         

         

        By: _______________________________

        Lock
        Ireland, President

         
	 	EFT INTEGRATION,
        INC., a Florida corporation

         

         

         

        By: _________________________________

        Lock
        Ireland, President

         



 



    	2



    	 



    

EXHIBIT C


 


COLLATERAL ASSIGNMENT OF CONTRACTS


 


THIS COLLATERAL
ASSIGNMENT OF CONTRACTS (this “Agreement” or “Assignment”), is entered into as of December ___, 2011 (the
“Effective Date”) by and between:


 


 


GLOBAL AXCESS CORP,
a Nevada corporation, whose address is: 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256; NATIONWIDE MONEY SERVICES
INC., a Nevada corporation, whose address is: 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256; NATIONWIDE NTERTAINMENT
SERVICES, INC., a Nevada corporation, whose address is: 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256; EFT INTEGRATION,
INC., a Florida corporation, whose address is: 7800 Belfort Parkway, Suite 165, Jacksonville, Florida 32256, (collectively, “Assignor”
or “Borrower”); and FIFTH THIRD BANK, an Ohio Banking corporation, with an address at 9716 San Jose Blvd., Suite 200,
Jacksonville, FL 32257 (the “Assignee” or “Bank”).


 


BACKGROUND


 


A.Borrower and
the Bank entered into the Global Axcess 2011 Loan-C and Security Agreement dated as of December ___, 2011 (the “Loan Agreement”),
and other related Loan Documents pertaining to a $3,000,000 Draw Loan C for purposes stated in said Loan and Security Agreement,
including the purchase of those certain customer contracts and transition services agreements (collectively, the “Customer
Contracts”) as more particularly described on Exhibit C-1 attached hereto and incorporated herein;


 


B.Pursuant to
Borrower’s request, the Bank is willing to extend such financial accommodation to Borrower under the terms and conditions
set forth in said Loan Agreement;


 


C.Pursuant to
the Loan Agreement, the Bank required that Borrower assign to the Bank for collateral purposes Borrower’s rights under the
Customer Contracts.


 


In consideration
of the foregoing and the mutual agreements hereinafter set forth, Borrower and the Bank hereby enter into this Agreement.


 


1.Capitalized
Terms. Capitalized terms not otherwise defined herein shall continue to have the meanings given them in the Loan Documents
as such term is defined in the Loan Agreement.


 


2.Assignment
of Customer Contracts. Borrower, for good and valuable consideration, the receipt of which is hereby acknowledged, hereby
GRANTS, TRANSFERS, CONVEYS, PLEDGES, and ASSIGNS to the Bank for collateral security purposes all of its rights, titles, and interests
in, to and arising from the following (together with the right, upon the occurrence of an Event of Default by Borrower, to collect
and receive all revenues, monies, proceeds, benefits, and payments due and to become due to Borrower and accruing and to accrue
unto Borrower under or by virtue of the same), in each case, pursuant to the terms and provisions of this Agreement: (i) the Customer
Contracts; and (ii) any and all amendments, renewals and supplements of said Customer Contracts.


 



    	



    	 



    

3.Grant
of Security Interest. This Agreement is entered into and is made and given as additional collateral security for the prompt
payment when due of the Obligations of Borrower to the Bank as evidenced or secured by, or otherwise provided in, the Loan Agreement
and any of the other Loan Documents, all of which have been made by Borrower with or for the benefit of the Bank, whether such
Obligations are now existing or hereafter created, direct or indirect, absolute or contingent, joint or several, due or to become
due, howsoever created, evidenced or arising and howsoever acquired by the Bank, and any and all renewals, extensions or refinancings
thereof.


 


4.Ongoing
Representations and Warranties of Borrower. Borrower represents and warrants to the Bank, now and continuing throughout the
term of this Agreement (which representations and warranties will survive the delivery of this Agreement) that: (i) Borrower is
the sole holder of its interests in the Customer Contracts; (ii) the Customer Contracts are valid and enforceable; and (iii) the
Customer Contracts have not been altered, modified or amended in any manner whatsoever.


 


5.Additional
Representations and Warranties of Borrower. Borrower further represents and warrants to the Bank:


 


a.The
execution of this Agreement has been duly authorized, consented to, and approved by Borrower in accordance with the terms of Borrower’s
Articles of Incorporation and By-Laws and all applicable laws;


 


b.The
individual executing this Agreement on behalf of Borrower has been duly appointed and designated and has the requisite authority
to execute this Agreement on behalf of Borrower;


 


c.No authorization,
consent, or approval from or of any other person or entity is necessary or required in connection with the execution and delivery
by Borrower of this Agreement, or in connection with the performance by Borrower of its obligations hereunder;


 


d.Each
of the Customer Contracts: (i) have been properly executed and delivered by or on behalf the respective customer identified therein
(each such person a “Customer” and collectively the “Customers”); (ii) constitute the legal, valid and
binding obligations of each of the Customers, enforceable against each of the respective Customer in accordance with their respective
terms; and (iii) no Customer is in default thereunder; and Borrower knows of no fact or set of circumstances which, with the passage
of time, would result in a default.


 


e.Borrower
has not received notice of any currently pending or threatened litigation or other claim or charge relating to the Customer Contracts
or the Customers;


 


f.Borrower
is in compliance with all terms and conditions stated in the Customer Contracts.


 



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6.Covenants
of Borrower.


 


a.Customer
Contract Performance and Assignments. Borrower shall observe and perform all the obligations imposed upon it under the Customer
Contracts, and shall not sell, transfer, assign, pledge, encumber or mortgage any or all of the Customer Contracts, or any interest
therein, without the prior written consent of the Bank.


 


b.Financing
Statements. Borrower hereby irrevocably authorizes the Bank at any time, and from time to time, to file in any jurisdiction
any initial financing statements and amendments thereto without the signature of Borrower to perfect the security interest granted
herein by Borrower to the Bank, regardless of whether the Customer Contracts or any of the rights thereunder fall within the scope
of Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement or amendment is filed, and containing
any such information required by Article 9 of the Uniform Commercial Code of the jurisdiction wherein such financing statement
or amendment is filed. Borrower shall sign and execute alone or with the Bank any other document or procure any documents and
pay any connected costs, expenses and fees, including court costs and reasonable attorneys’ fees, necessary to protect the
security interest under this Agreement against the rights, interests or claims of third parties.


 


c.Further
Assurances. Borrower shall execute and deliver at the request of the Bank, all such further assurances, acknowledgments and
certificates for the purposes hereof as the Bank shall from time to time require.


 


7.Rights,
Duties and Powers of the Bank.


 


a.Rights
and Powers. Upon the occurrence of an Event of Default, Borrower does hereby irrevocably authorize and empower the Bank to
do the following, by and on behalf of Borrower, and in Borrower’s name, place and stead:


 


b.Remedies.
The Bank shall have all the rights and remedies of a secured party under the applicable Uniform Commercial Code, including the
right to appoint a receiver with court approval, and in addition to any other rights or remedies it may have hereunder or under
the Loan Agreement. Without limiting the Bank’s rights and remedies, Borrower hereby irrevocably authorizes and empowers
the Bank, at any time after the occurrence of an Event of Default, in Borrower’s name or in the Bank’s name, to demand,
collect, receive, setoff against, sue for and give acquaintance for any and all monies and claims for monies hereby assigned and
to exercise any and all rights and privileges and receive all benefits accorded to Borrower under the Customer Contracts and to
execute other required instruments or to take any action reasonably deemed necessary or appropriate to protect Borrower’s
rights hereunder. All rights and remedies referred to herein shall be cumulative and non-exclusive.


 


c.Disclaimer.
This Agreement constitutes an assignment of the rights of Borrower with respect to the Customer Contracts only and not an assignment
or delegation of any duties or obligations of Borrower with respect thereto and by its acceptance hereof the Bank does not undertake
to perform or discharge and shall not be responsible or liable for the performance or discharge of any such duties or responsibilities.
Borrower does hereby agree to indemnify and hold the Bank harmless from and against any and all liabilities, costs, damages and
expenses incurred by the Bank in connection with this Agreement, other than those arising as a result of the Bank’s negligence
or willful misconduct.


 



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d.Authorization
to Customers. Upon the occurrence of an Event of Default by Borrower, Borrower does hereby irrevocably authorize each of the
Customers to recognize the claims of the Bank, or the exercise of any rights and powers granted to the Bank pursuant to this Assignment,
without investigating the reason for any action taken by the Bank (or duly appointed receiver), or the validity or the amount
of indebtedness owing to the Bank, or the existence of any other event of default under any one or all of the Loan Documents,
or under or by reason of this Assignment, or the application of such claims to be made by the Bank (or duly appointed receiver).


 


8.Miscellaneous.


 


a.Binding
Effect. The satisfaction or discharge of any part of the Obligations shall not in any way satisfy or discharge this Agreement,
but this Agreement shall remain in full force and effect until the date upon which the Obligations are paid and satisfied in full.
This Agreement shall be binding upon Borrower and its successors and assigns and shall inure to the benefit of the Bank and its
successors and assigns.


 


b.Survival.
All of the representations and warranties of Borrower contained in this Agreement shall survive the execution and delivery of
this Agreement and shall be remade on the date of each borrowing by Borrower from the Bank.


 


c.Notices.
All notices and other communications provided for herein (including, without limitation, any modifications of, or waivers or consents
under, this Assignment) shall be given or made by telecopy, courier or U.S. Mail or in writing and telecopied, mailed or delivered
to the intended recipient at the mailing addresses specified in the Loan Agreement or, as to any other party, at such other address
as shall be designated by such party in a notice to the other party. All such communications shall be deemed to have been duly
given as provided in the Loan Agreement.


 


[SIGNATURE PAGE FOLLOWS]



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IN WITNESS WHEREOF,
the parties have executed this Collateral Assignment of Customer Contracts as of the date first above written.


 


 


	BORROWERS:	 	GLOBAL AXCESS CORP, a Nevada
        corporation

         

         

        By: _______________________________________

        Lock
        Ireland, Co-Chief Executive Officer

         

	 	 	NATIONWIDE MONEY SERVICES INC.,

        a Nevada corporation

         

         

        By: _______________________________________

        Lock
        Ireland, President

         

	 	 	NATIONWIDE NTERTAINMENT SERVICES,
        INC. , a Nevada corporation

         

         

        By: _______________________________________

        Lock
        Ireland, President

         

	 	 	EFT INTEGRATION, INC., a
        Nevada corporation

         

         

        By: _______________________________________

        Lock
        Ireland, President

         

	BANK:	 	FIFTH THIRD BANK, an Ohio
        banking corporation

         

        By: _______________________________________

         

        Print Name: __Janice Kriwanek______________

         

        Its: ___Senior Vice President_________



 



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EXHIBIT C-1

(to Collateral Assignment of Contracts)


 


 


CONTRACTS