Exhibit
10.1


 








 


PURCHASE
AGREEMENT


 


This
Purchase Agreement (“Agreement”) is made and entered into as of 2/28/2022 , by and between CFG Merchant Solutions,
LLC, a Delaware limited liability company located at 180 Maiden Lane 15th Floor, New York, NY 10038 (“Buyer”), as Buyer,
and MCA NAPLES, LLC DBA MCA NAPLES located at 2626 Goodlette-Frank Road, Naples, FL, 34103 (hereafter “Seller”),
as Seller. Capitalized terms not otherwise defined herein, shall have the same meanings ascribed to them in the Uniform Commercial Code
as adopted in the State of New York (“UCC”) and the Fee Structure Addendum as applicable.


 


	SCHEDULE OF PURCHASED RECEIPTS	 	 	 
	 	 	 	 
	Purchase
                                            Price:
 (The
                                            dollar amount that Buyer is paying for the Amount Sold of Seller’s Future Receivables.)
	 	$	450,000.00	 
	Amount
                                 Sold:
 (The
                                            dollar value of the Future Receipts being sold.)
	 	$	585,000.00	 
	Purchased
                                 Percentage:
 (The
                                            percentage of Future Receipts Seller agrees to remit to Buyer on a daily basis.)
	 	 	15.0	%
	Daily
                                 Amount:
 (The
                                            dollar amount eligible to be collected from Seller’s Bank Account each business day
                                            that represents the average monthly sales x Purchased Percentage / average business days
                                            in calendar month.)
	 	$	2,600.00	 
	Weekly
                                 Amount:
 (The
                                            Daily Amounts are to be collected at the end of each week, with each weekly collection to
                                            equal 5 times the Daily Amount, representing a 5-day week, subject to the terms and conditions
                                            below.)
	 	$	13,000.00	 
	Facility
                                 Fee:
 (Shall
                                            be deducted from the initial advance.)
	 	$	2,999.00	 
	Contract
                                 Origination Fee:
 (Shall
                                            be deducted from the initial advance.)
	 	$	79.00	 
	Wire
                                 Fee:
 (Shall
                                            be deducted from the initial advance.)
	 	$	95.00	 
	ACH
                                 Program Fee:
 (Shall
                                            be deducted from the initial advance.)
	 	$	2,827.00	 
	Risk
                                 Assessment Fee:
 (Shall
                                            be deducted from the initial advance.)
	 	$	2,999.00	 



 


PURCHASE
AND SALE OF FUTURE RECEIPTS


 


	1.	Sale
    of Future Receipts. Seller agrees to sell to Buyer, in consideration of the Purchase Price as specified in the Schedule of Purchased
    Receipts, the Amount Sold, by delivering the Purchased Percentage of the proceeds of each future sale made by Seller (“Future
    Receipts”), including amounts due from Seller’s credit card processor (hereafter “Processor”). “Future
    Receipts” includes all payments made by cash, check, ACH or other electronic transfer, credit card, debit card, bank card,
    charge card or other form of monetary payment in the ordinary course of Seller’s business. As payment for the Amount Sold,
    Buyer will deliver to Seller the Purchase Price, shown above, minus any fees shown above. Seller acknowledges that it has no right
    to repurchase the Amount Sold from Buyer.


 




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	2.	Collection
                                            of Future Receipts; Collection Authorization; Collection Frequency. Buyer will be entitled
                                            to collect on a daily basis the cash attributable to the Daily Amount of the Future Receipts
                                            as specified in the Schedule of Purchased Receipts. Buyer agrees to accept the remittance
                                            of the Daily Amount in one of the following methods: (a) directly from the Processor; (b)
                                            by debiting the Seller’s bank account; or (c) by debiting a deposit account established
                                            by Seller that is approved by Buyer. Buyer may decide in its sole discretion which of the
                                            three methods it will accept for the remittance of the Daily Amount and will notify Seller
                                            in advance which method of remittances Buyer selects from
time to time. Seller authorizes Buyer to select the method on a daily basis, in Buyer’s reasonable discretion. Seller understands
that this authorization is a fundamental condition to induce Buyer to enter into this Agreement. Buyer and Seller agree that collection
frequency of the Daily Amount shall be on a weekly basis, with each weekly collection to equal 5 times the Daily Amount (representing
a 5 business day week) provided, however, that upon any breach or default of this Agreement by Seller, Buyer, at Buyer’s sole option
and without prior notice, may change the collection frequency to daily collection of the Daily Amount, in addition to any and all other
rights and remedies Buyer may have under this Agreement, at law, or in equity.






 


		a.	Directly
                                            from Processor. If Buyer agrees to accept the remittance of the Daily Amount directly
                                            from the Processor, Seller agrees to enter into an agreement with Processor that authorizes
                                            Processor to deliver the Daily Amount directly to Buyer rather than to Seller. This authorization
                                            shall be irrevocable, absolute and unconditional. Seller hereby irrevocably grants Processor
                                            the right to hold the Daily Amount and remit to Buyer directly (at, before or after the time
                                            Processor credits or remits to Seller the balance of the Future Receipts not sold by Seller
                                            to Buyer). Seller acknowledges and agrees that Processor may provide Buyer with Seller’s
                                            Payment Device processing history, including without limitation Seller’s chargeback
                                            experience and any communications about Seller received by Processor from a card processing
                                            system. Seller acknowledges that Buyer does not have any power or authority to control the
                                            Processor’s actions with respect to the authorization, clearing, settlement
                                            and other processing of transactions and that Buyer is not responsible for the Processor’s
                                            actions. Seller agrees to hold Buyer harmless for the Processor’s actions or omissions.
                                            Before 5:00 P.M. EST of the day following each day that Seller conducts business, Seller
                                            shall cause Processor or Processor’s agent to deliver to Buyer, in a format acceptable
                                            to Buyer, a record from Processor reflecting the total gross dollar amount of the preceding
                                            day’s debit and credit card transactions processed by Seller, irrespective of whether
                                            such amount consists of sales, taxes or other amounts collected by Seller from its customers
                                            (hereafter “Daily Batch Amount”). In the event that Seller is unable to procure
                                            Processor’s compliance in a timely manner or as otherwise required under this section,
                                            within two (2) business days’ written notice from Buyer to Seller of the same, Seller
                                            shall, at its sole expense, terminate its relationship with Processor and exclusively engage
                                            the services of an alternative credit card processor that Buyer approves in writing, which
                                            credit card processor shall thereafter be referred to and included within the meaning of
                                            “Processor” herein.



 


		b.	Debiting
                                            Seller’s Bank Account. If Buyer agrees to accept the remittance of the Daily Amount
                                            by debiting the Seller’s bank account, Seller irrevocably authorizes Buyer or its designated
                                            successor or assignee to withdraw the Daily Amount by initiating a debit via the Automated
                                            Clearing House (ACH) system or any other electronic means, or any other means deemed appropriate
                                            to debit entries to Seller’s account at the bank that Seller may designate to Buyer,
                                            from time to time (hereafter “Bank Account”) or by means of a split funds or
                                            lock box arrangement with a Processor or other third party. Seller agrees to take such action,
                                            including the execution of agreements with third parties, as Buyer may require to obtain
                                            the Daily Amount by means of the methods described above. In the event that Buyer withdraws
                                            erroneously from the Bank Account, Seller authorizes Buyer to credit the Bank Account for
                                            the amount erroneously withdrawn. Buyer shall not be required to credit the Bank Account
                                            for amounts withdrawn related to credit card transactions which are subsequently reversed
                                            for any reason. Buyer, in its sole discretion, may elect to offset any such amount from collections
                                            from Future Receipts.



 


		c.	Debiting
                                            an Approved Account. If Buyer agrees to accept the remittance of the Daily Amount by
                                            debiting a Bank Account established by Seller that is approved by Buyer (“Approved
                                            Account”), Seller agrees to complete all necessary forms to establish the Approved
                                            Account. Seller acknowledges and agrees that any funds deposited into the Approved Account
                                            by Seller’s card processor will remain in the Approved Account until the Daily Amount
                                            is withdrawn by Buyer and then the remaining funds, minus any amount required to maintain
                                            the minimum balance for the Approved Account, will be forwarded to Seller’s Bank Account.
                                            If the Approved Account requires a minimum account balance, Buyer may, in its sole discretion,
                                            fund the required minimum balance for the Approved Account out of the Seller
shall pay all fees and charges allowable under this Agreement together with all of the fees and charges set forth on the Fee Structure
Addendum, attached hereto as Exhibit A and incorporated by reference immediately upon assessment. Buyer is not required to provide notice
to Seller prior to the assessment of any of the fees and charges set forth in this Agreement or any of the fees and charges set forth
in the Fee Structure Addendum. In addition, Buyer may upon prior notice to Seller change any of the fees or charges under this Agreement
and/or under the Fee Structure Addendum.



 


	3.	Power
                                            of Attorney. Seller irrevocably appoints Buyer as its agent and attorney-in-fact with
                                            full authority to take any action or execute any instrument or document to settle all obligations
                                            due to Seller from any bank or Processor, or in the case of an occurrence of an event of
                                            Default under Section 13 hereof, to Buyer under this Agreement, including without limitation
                                            (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or
                                            in respect of any of the Amount Sold; (iii) to receive, endorse and collect any checks, notes,
                                            drafts, instruments, documents or chattel paper in connection with clause (i) or clause (ii)
                                            above; (iii) to sign Seller’s name on any invoice, bill of lading, or assignment directing
                                            customers or account debtors to make payment directly to Buyer; (iv) to file any claims or
                                            take any action or institute any proceeding that Buyer may deem necessary for the collection
                                            of any of the undelivered Amount Sold, or otherwise to enforce its rights with respect to
                                            payment of the Amount Sold. In connection therewith, all costs, expenses and fees, including
                                            legal fees, shall be payable by and from Seller and Buyer is authorized to use Seller’s
                                            funds to pay for same; and (v) Buyer shall have the right, without waiving any of its rights
                                            and remedies and without notice to Seller or any Owner/Guarantor, to notify any credit card
                                            processor of the sale of Future Receipts and redirect the remittance of daily settlements
                                            to an account of Buyer’s choosing in order to settle all obligations due to Buyer under
                                            this Agreement.



 




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	4.	Seller’s
                                            Representations, Warranties and Covenants. Seller represents, warrants and covenants
                                            the following as of this date, and at all times during the course of this Agreement:



 


		a.	Seller
                                            is a business that regularly accepts payments by credit cards as a means by which its customers
                                            pay Seller for amounts due whether for goods sold, services rendered or in satisfaction of
                                            other amounts owed.



 


		b.	Seller
                                            shall not take any action to discourage the use of credit and/or debit cards which are settled
                                            though Processor or to permit any event to occur which could have an adverse effect on the
                                            use, acceptance or authorization of credit and or debit cards for the purchase of Seller’s
                                            services and products.



 


		c.	Seller
                                            shall conduct its business consistent with past practice and shall use the Purchase Price,
                                            whether the funding of such Purchase Price occurs contemporaneous with the execution of this
                                            Agreement or anytime time thereafter, solely for business purposes and none will be used
                                            for personal, household or consumer purposes.



 


		d.	Any
                                            and all credit card processing terminals and/or point of sale systems shall be approved by
                                            Buyer and programmed to process only through a Buyer-approved Processor.



 


		e.	Seller
                                            shall not change the Approved Account or credit card processor through which the major credit
                                            cards are settled from Processor to another credit card processor, cease or change its payment
                                            instruction or other arrangements with Processor or to permit any event to occur that could
                                            cause a diversion of any of Seller’s credit and/or debit card transactions to another
                                            processor without Buyer’s prior written consent. In the event that Seller changes its
                                            Buyer-approved Processor without Buyer’s written consent, Seller shall, in addition
                                            to paying any other damages suffered by Buyer, pay to Buyer the Blocked Account Fee set forth
                                            in the Fee Structure Addendum as liquidated damages, as it will be impracticable or extremely
                                            difficult to determine the resulting damages suffered by Buyer.



 


		f.	Within
                                            two (2) business days of its receipt of the notice described in Section 2a. of this Agreement
                                            hereinabove, Seller shall at its sole expense, terminate its relationship with Processor
                                            and exclusively engage the services of an alternative credit card processor that Buyer approves
                                            in writing and enter into any Seller credit card processing agreement as the alternative
                                            credit card processor may require.



 


		g.	Each
                                            fact in any financial record, statement, books and records or other documents Seller has
                                            shown to Buyer, either before or after the execution of this Agreement, was true and accurate
                                            and no information has since come to Seller’s attention to materially affect same.



 


		h.	Seller
                                            has not entered into any other agreement for the sale of Future Receipts and/or cash advance
                                            agreement except as disclosed to Buyer in writing, shall not enter into any other future
                                            receipts and/or cash advance agreement, and has not accepted and shall not accept any other
                                            cash advance absent Buyer’s advance written consent.



 


		i.	Seller
                                            has not entered into any financing or factoring agreement, except as disclosed to Buyer in
                                            writing, and Seller shall not enter into any financing or factoring agreement absent Buyers
                                            advance written consent.



 


		j.	Seller
                                            has not granted a security interest in any of its Future Receipts to any third party except
                                            as disclosed to Buyer in writing, and Seller shall not grant a security interest in any of
                                            its Future Receipts absent Buyer’s advance written consent.



 


		k.	Seller
                                            shall not sell, dispose, convey or otherwise transfer its business or assets without the
                                            express prior written consent of Buyer and the assumption of all of Seller’s obligations
                                            under this Agreement by the purchaser or transferee of the business or assets pursuant to
                                            documentation reasonably satisfactory to Buyer.



 


		l.	Seller
                                            shall furnish Buyer with the bank statements for its Bank Account and any and all other accounts
                                            to which proceeds from Seller’s sales are deposited within seven (7) days of any such
                                            request by Buyer.



 


		m.	Seller
                                            shall unconditionally ensure that the cash Seller receives from Processor attributable to
                                            the Daily Amount based on the collections of the Future Receipts is immediately thereafter
                                            available to Buyer for collection via ACH, Split Funds, Lock Box or any other means deemed
                                            appropriate from Seller’s Bank Account. In the event that Seller’s Bank Account
                                            does not have adequate funds available to cover the Daily Amount to be delivered to Buyer,
                                            Seller must provide timely advance notice to Buyer. If any attempted ACH debit is rejected
                                            because the account is considered to have Non-Sufficient Funds (hereafter “NSF”)
                                            then Buyer will assess the NSF Fee set forth in the Fee Structure Addendum per each occurrence,
                                            to be automatically debited from Seller’s Bank Account.



 




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		n.	Seller
                                            shall not attempt to revoke its ACH authorization to Buyer set forth in this Agreement or
                                            otherwise take any measure to interfere with Buyer’s ability to collect the cash Seller
                                            receives or is otherwise entitled to receive from Processor attributable to the Daily Amount.



 


		o.	The
                                            Bank Account is established and used for business purposes only and not for personal, family,
                                            or household purposes.



 


		p.	Seller
                                            shall use the Purchase Price paid by Buyer for Future Receivables solely for business purposes
                                            in the ordinary course of Seller’s business and will not use any of the Purchase Price
                                            paid by Buyer for personal, household or consumer purposes.



 


		q.	Seller
                                            shall not close the Approved Account or change the bank account into which Processor deposits
                                            the Future Receipts to another account without Buyer’s prior written consent. In the
                                            event that Seller changes its Bank Account without Buyer’s prior written consent, Seller
                                            shall, in addition to paying any other damages suffered by Buyer, pay to Buyer the Blocked
                                            Account Fee as liquidated damages, as it will be impracticable or extremely difficult to
                                            determine the resulting damages suffered by Buyer.



 


		r.	There
                                            are no pending lawsuits and/or claims against Seller.



 


		s.	Seller
                                            shall not conduct its businesses under any name other than as disclosed to Buyer, or change
                                            any of its places of business, or change the type of business it conducts without Buyer’s
                                            prior written consent; and Seller represents that the information it furnished Buyer in this
                                            Agreement and preceding application, including, without limitation, Seller’s processing
                                            statements, is true and accurate in all respects and fairly represents the financial condition,
                                            result of operations and cash flows of Seller at such dates, and since the dates therein,
                                            there has been no material adverse change in the business or its prospects or in the financial
                                            condition, results of operations, or cash flows of Seller.



 


		t.	Seller
                                            is not presently intending to file bankruptcy in the foreseeable future.



 


		u.	The
                                            person who signed this Agreement on behalf of Seller was authorized by Seller to sign this
                                            Agreement on behalf of Seller. Seller understands that: (i) the foregoing representations,
                                            warranties and covenants of Seller are a fundamental condition to induce Buyer to enter into
                                            this Agreement; (ii) Buyer is relying on these representations, warranties and covenants
                                            of Seller in entering into this Agreement; and (iii) Buyer would not make any payment of
                                            any Purchase Price to Seller hereunder if any of the foregoing representations, warranties
                                            and covenants were not accurate, including, without limitation, that the proceeds are or
                                            were to be used for anything other than for business purposes of the Seller in the ordinary
                                            course of Seller’s business.



 


		v.	Seller
                                            shall not take any action to block Buyer’s viewing access to the Bank Account. Seller
                                            must provide updated login information for the Bank Account within 24 hours of the change.



 


	5.	No
                                            Agency Relationship Created. Unless otherwise disclosed, Buyer is an entirely separate
                                            and independent entity from the Processor and the irrespective agents. Buyer does not have
                                            any power or authority or control over Processor’s actions with respect to the processing
                                            of Seller’s credit card transactions. Neither Processor or Buyer are the agent for
                                            the other, neither is authorized to waive or alter any term or condition of this Agreement
                                            and their representations shall in no way affect Seller’s or Buyer’s rights and
                                            obligations set forth herein.



 


	6.	Exclusive
                                            Use of Approved Processor. Seller understands that services of Processor are the exclusive
                                            means by which Seller may process its credit card transactions. The Processor must enter
                                            into an agreement with Buyer detailing Buyer’s priority rights to the Future Receipts.
                                            If applicable, Buyer hereby approves to act as Processor for Buyer’s benefit.









 


	7.	Nonrecourse
                                            Sale of Future Receipts; No Right to Repurchase; and Non-Consumer Transaction. Seller
                                            and Buyer agree that the Purchase Price paid by Buyer in exchange for the dollar figure listed
                                            as the Amount Sold of Future Receipts as set forth in the Schedule of Purchased Receipts
                                            is for the purchase and sale of the Amount Sold of Future Receipts, is a true sale of receipts
                                            and is not intended to be, nor shall it be construed as, a loan or an assignment for security
                                            from Buyer to the Seller. If the Amount Sold is never remitted because Seller’s business
                                            went bankrupt or otherwise ceased operations in the ordinary course of business, and Seller
                                            has not breached this Agreement, Seller would not owe anything to Buyer and would not be
                                            in breach of or default under this Agreement. Seller acknowledges that it has no right to
                                            repurchase the Amount Sold of Future Receipts from Buyer. Seller and Buyer hereby acknowledge
                                            and agree that none of the parties to or guarantor of this Agreement is a “consumer”
                                            with respect to this Agreement and underlying transaction, and neither this Agreement nor
                                            any guarantee thereof shall be construed as a consumer transaction.



 


	8.	Seller
                                            May Request Changes to the Daily Amount (IMPORTANT PROTECTION FOR SELLER): The initial
                                            Daily Amount is intended to represent the specified Purchased Percentage of Seller’s
                                            daily Future Receipts. For as long as no Event of Default has occurred, once each calendar
                                            month, Seller may request that Buyer adjust the Daily Amount to more closely reflect the
                                            Seller’s actual Future Receipts times the specified Purchased Percentage. Seller agrees
                                            to provide Buyer any information requested by Buyer to assist in this reconciliation. Upon
                                            reasonable verification of such information, Buyer shall adjust the Daily Amount on a going-forward
                                            basis to more closely reflect the Seller’s actual Future Receipts times the specified
                                            Purchased Percentage. Buyer will give Seller notice five business days prior to any such
                                            adjustment. After each adjustment made pursuant to this paragraph, the new dollar amount
                                            shall be deemed the Daily Amount until any subsequent adjustment.



 




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	9.	Buyer
                                            May Request Changes to the Daily Amount. Any time after 90 days following an adjustment
                                            requested by the Seller, Buyer may require Seller to provide information to evaluate whether
                                            the Daily Amount should again be adjusted to more closely reflect the Seller’s actual
                                            Future Receipts times the Specified Percentage. Failure to provide such information within
                                            five (5) business days will give Buyer the right to adjust the new dollar amount to the initial
                                            Daily Amount. Seller must provide requested information, including bank statements, to Buyer
                                            in any format Buyer reasonably requests.



 


	10.	Right
                                            of First Refusal. Seller grants Buyer the option of first refusal to purchase any pool
                                            of additional Future Receipts that Seller may wish to sell for a period of two (2) years
                                            from the date of this Agreement, however, nothing herein shall obligate either party to sell
                                            or purchase additional pools of Future Receipts.



 


	11.	Updated
                                            Credit Reports. Seller and each of the Owners signing below authorize Buyer, its agents
                                            and representatives and any credit reporting agency engaged by Buyer, to (i) investigate
                                            any references given or any other statements or data obtained from or about Seller or any
                                            of its Owners for the purpose of this Agreement, (ii) obtain consumer and business credit
                                            reports on the Seller and any of its Owners, and (iii) to contact personal and business references
                                            provided by the Seller in the Application, at any time now or for so long as Seller and/or
                                            Owners continue to have any obligation owed to Buyer as a consequence of this Agreement or
                                            for Buyer’s ability to determine Seller’s eligibility to enter into any future
                                            agreement with Buyer.






 


	12.	Electronic
                                            Transactions Authorization. The parties agree that all business between one another shall
                                            be conducted by electronic means and adopt the provisions of the New York Electronic Signatures
                                            and Records Act (“ESRA”) as set forth in N.Y. STT. Law. Section 301 through §309
                                            inclusive. Each document that is subject to or provided in furtherance of this Agreement,
                                            all documents provided in furtherance thereof, as amended, modified or supplemented from
                                            time to time that a party has sent to the other by electronic means or the Seller has clicked
                                            to approve to adopt this Agreement shall be intended as and constitute an original and deemed
                                            to contain a valid signature for all purposes acknowledging and consenting to the terms of
                                            the agreement applicable thereto. In furtherance of the above, Seller hereby authorizes Buyer
                                            to regard the Seller’s printed name or electronic approval for any document, agreement,
                                            assignment schedules or invoices as the equivalent of a manual signature by one of Seller’s
                                            authorized officers or agents. Buyer may rely upon, and assume the authenticity of, any such
                                            electronic approval, and any material applicable to such approval as the duly confirmed,
                                            authorized and approved signature of the Seller by the person approving same, shall constitute
                                            an “authenticated” record for all purposes (including, without limitation, the
                                            UCC) and shall satisfy the requirements of any applicable statute of frauds. Seller is not
                                            required to agree to conduct business pursuant to ESRA and the purchase of Future Receipts
                                            in furtherance of this Agreement is not conditioned upon Seller agreeing to conduct business
                                            in accordance with the ESRA. Seller has the option to request paper copies of any electronic
                                            records upon written request to Buyer. Seller may terminate this Electronic Transactions
                                            Authorization by providing Buyer with not less than ten (10) days written notice in conformity
                                            with this Agreement.



 


	13.	Default.
                                            A “Default” under this Agreement shall include, but not be limited to, any
                                            of the following events: (a) Seller intentionally interferes with Buyer’s right to
                                            collect the Specified Percentage or Daily Amount; (b) the breach by Seller of any covenants,
                                            terms or conditions contained in this Agreement; (c) any representation or warranty made
                                            by the Seller in this Agreement or Seller’s application for this Agreement is incorrect,
                                            false or misleading; and (d) Seller fails to provide timely notice to Buyer such that, in
                                            any given calendar month, four or more attempts by Buyer to debit the Bank Account are rejected.



 


	14.	Remedies.
                                            In the event of a Default, Buyer shall be entitled to all remedies available at law and
                                            equity. The Specified Percentage shall equal 100%. In addition to all other remedies, Buyer
                                            is entitled under the Agreement and by operation of law or equity, in the event of Seller’s
                                            Default, the full uncollected Amount Sold plus all fees and charges (including legal fees)
                                            due under this Agreement will become due and payable in full immediately and Buyer may: (a)
                                            enforce the provisions of the personal guaranty of performance; (b) proceed to protect and
                                            enforce its rights and remedies by arbitration or lawsuit; or (c) automatically debit Seller’s
                                            Bank Account all money due to Buyer without notice to Seller. Neither failure on the part
                                            of Buyer to exercise, nor any delay in exercising any right under this Agreement shall operate
                                            as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement
                                            preclude any other or further exercise of any other right. The remedies provided hereunder
                                            are cumulative and not exclusive of any remedies provided by law or equity and shall survive
                                            termination of this Agreement.



 


	15.	Default
                                            Fee. Upon the occurrence of any payment Default hereunder, Buyer shall be entitled to
                                            charge and Seller shall pay the Default Fee set forth on the Fee Structure Addendum as liquidated
                                            damages to cover the increased costs associated with administering the Default.



 


	16.	Acknowledgment
                                            of Security Interest and Security Agreement. The sale of Future Receipts by Seller to
                                            Buyer pursuant to this Agreement are “accounts”, “general intangibles”,
                                            or “payment intangibles” as those terms are defined in the UCC and such sale
                                            shall constitute and shall be construed and treated for all purposes as a true and complete
                                            sale, conveying good title to the Future Receipts free and clear of any liens and encumbrances,
                                            from Seller to Buyer. To the extent the Future Receipts are “accounts” or “payment
                                            intangibles” then (i) the sale of the Future Receipts creates a security interest as
                                            defined in the UCC, (ii) this Agreement constitutes a “security agreement” under
                                            the UCC, and (iii) Buyer has all the rights of a secured party under the UCC with respect
                                            to such Future Receipts. Seller further agrees that, with or without an event of Default,
                                            Buyer may notify account debtors, or other persons obligated on the Future Receipts, of Seller’s
                                            sale of the Future Receipts and may instruct them to make payment or otherwise render performance
                                            to or for the benefit of Buyer.



 


	17.	UCC-1 Financing
  Statements. Seller authorizes Buyer to file one or more UCC-1 forms consistent with the UCC
  in order to give notice that the Amount Sold is the sole property of Buyer. The UCC filing may state that such sale is intended to
  be a sale and not an assignment for security and may state that the Seller is prohibited from obtaining any financing that impairs
  the value of the Future Receipts or Buyer’s right to collect same. Seller authorizes Buyer to debit the Account for all costs
  incurred by Buyer associated with the filing, amendment or termination of any UCC filings.




 




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	18.	Sharing
                                            of Information. Seller hereby authorizes Buyer to share information regarding Seller’s
                                            performance under this Agreement with affiliates and unaffiliated third parties.



 


	19.	Indemnification.
                                            Seller will indemnify and hold harmless Buyer and its officers, directors, principals,
                                            partners, members, employees, agents, representatives and affiliates (each being an “Indemnified
                                            Party”) from and against any and all losses, claims, actions, damages and liabilities,
                                            joint or several, to which such Indemnified Party may become subject under any applicable
                                            federal or state law, made by any third party or otherwise (including, without limitation,
                                            any customer or client of Seller), relating to or in connection with this Agreement, the
                                            collection of any Future Receipts, the rejection or revocation of merchandise or disputes
                                            with respect to any services of every kind and nature by any customer or client of Seller
                                            and the performance by such Indemnified Party under this Agreement, and Seller will reimburse
                                            any Indemnified Party for all costs and expenses (including, without limitation, reasonable
                                            attorneys’ fees and expenses) as they are incurred in connection with the investigation
                                            of, preparation for or defense of any pending or threatening claim, or any action or proceeding
                                            arising therefrom, whether or not such Indemnified Party is a party thereto. Seller further
                                            indemnifies and holds harmless the Processor(s), and their member banks, and the Buyer, and
                                            their respective officers managers, owners, affiliates, employees, agents and representatives
                                            (the “Indemnitees”) from and against any and all losses, damages, claims, liabilities
                                            and expenses, including, but not limited to, attorney’s fees incurred by any of the
                                            Indemnitees arising from: (i) actions taken in reliance upon information or instructions
                                            provided to the Buyer and/or the Processor(s) and their member banks by or on behalf of Seller;
                                            or (ii) the occurrence of termination of this Agreement. In no case will the Indemnitees
                                            be liable for any claims asserted against them based on any theory of law or equity for lost
                                            profits, revenues, or business opportunities; exemplary, special or consequential damages,
                                            each of which is hereby expressly waived by Seller. However, in the event that any Indemnitee
                                            shall be found liable, damages shall not, under any circumstances, exceed the Amount Sold
                                            pertaining to the Schedule(s) of Purchased Receipts for which the underlying claim(s) arise(s).
                                            The provisions of this paragraph shall survive the termination of this Agreement.



 


	20.	Governmental
                                            Approvals. Seller possesses and is in compliance with all permits, licenses, approvals,
                                            consents and other authorizations necessary to conduct its business. Seller is in compliance
                                            with any and all applicable federal, state, and local laws and regulations. Seller possesses
                                            all requisite permits, authorizations and licenses to own, operate and lease its properties
                                            and to conduct the business in which it is presently engaged.



 


	21.	Notices.



 


		a.	Notices
                                            from Buyer to Seller. Buyer may send any notices, disclosures, terms and conditions,
                                            other documents, and any future changes to Seller by regular mail or by e-mail, at Buyer’s
                                            option and Seller consents to such electronic delivery. Notices sent by e-mail are effective
                                            when sent. Notices sent by regular mail become effective three days after mailing to Seller’s
                                            address set forth in this Agreement.



 


		b.	Notices
                                            from Seller to Buyer. Seller may send any notices to Buyer by e-mail only upon the prior
                                            written consent of Buyer, which consent may be withheld or revoked at any time in Buyer’s
                                            sole discretion. Otherwise, any notices or other communications from Seller to Buyer must
                                            be delivered by certified mail, return receipt requested, to Buyer’s address at CFG
                                            Merchant Solutions, LLC, 201 Route 17 North, Suite 805, Rutherford, New Jersey 07070. Notices
                                            sent to Buyer shall become effective only upon receipt by Buyer.



 


	22.	Binding
                                            Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of
                                            Seller, Buyer and their respective successors and assigns, except that Seller shall not have
                                            the right to assign its rights or interests hereunder without the prior written consent of
                                            Buyer, which consent may be withheld at Buyer’s sole discretion. Buyer may assign this
                                            Agreement without notice to Seller.



 


	23.	Buyer’s
                                            Costs of Enforcement, Attorney’s Fees. Buyer shall be entitled to receive or recover
                                            from Seller and Seller shall pay to Buyer all of Buyer’s costs and expenses, including
                                            Buyer’s collections costs and Buyer’s reasonable attorney’s fees, in enforcing
                                            any of the terms of this Agreement, administering the transaction and, regardless of whether
                                            or not a legal action has been commenced, including, without limitation, relating to any
                                            out of court workout, receivership, assignment for benefit of creditors or bankruptcy involving
                                            the Seller or any guarantor. This provision shall survive termination of this Agreement.



 


	24.	Cancellation.
                                            The obligation of Buyer under this Agreement will not be effective unless and until Buyer
                                            has completed its review of the Seller and has accepted this Agreement by delivering the
                                            Purchase Price, minus any fees listed on the Schedule of Purchased Receipts. Prior to accepting
                                            this Agreement, Buyer may conduct a processing trial to confirm its access to the business
                                            bank account designated in the ACH authorization agreement signed on the date of this Agreement
                                            and as it may be amended or replaced from time to time and the ability to withdraw the Daily
                                            Amount. If the processing trial is not completed to the satisfaction of Buyer, Buyer will
                                            refund to Seller all funds that were obtained by Buyer during the processing trial. If the
                                            Seller cancels this Agreement prior to the initial funding, Seller will be charged the Cancellation
                                            Fee set forth on the Fee Structure Addendum and the Cancellation Fee will be debited via
                                            ACH from the Seller’s Bank Account. Seller will also be charged the Cancellation Fee
                                            if Buyer cancels the Agreement due to Seller’s fraud.



 




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	25.	Modifications
                                            Amendments; Entire and Final Agreement. This Agreement, together with Exhibit A and the
                                            documents provided in contemplation hereof (including, without limitation, Guarantees given
                                            in support hereof), contains the entire and final agreement and understanding between the
                                            parties to this Agreement and the documents given in contemplation hereof, and supersedes
                                            and replaces all prior negotiations and proposed agreements, written or oral. Each of the
                                            parties hereto acknowledges that no other party or any agent of any other party has made
                                            any promise, representation or warranty whatsoever, express or implied, written or oral,
                                            not contained in this Agreement and the documents given in contemplation hereof to induce
                                            any person to execute this Agreement and the documents given in contemplation hereof, and
                                            each of the parties acknowledges that he, she or it has not executed this Agreement and the
                                            documents given in contemplation hereof in reliance on any promise, representation or warranty
                                            not contained in this Agreement and the documents given in contemplation hereof. This Agreement
                                            and the documents given in contemplation hereof may not be waived, altered, modified, revoked
                                            or rescinded except by a writing signed by one of Buyer’s executive officers. No attempt
                                            at oral modification or rescission of this Agreement and the documents given in contemplation
                                            hereof or any term of any of the foregoing will be binding upon the parties.



 





	26.	Severability.
                                            In case any one or more of the provisions contained in this Agreement or the documents
                                            given in contemplation hereof is held to be invalid, illegal or unenforceable in any respect,
                                            the validity, legality and enforceability of the remaining provisions contained herein and
                                            therein shall not in any way be affected or impaired thereby.



 


	27.	Governing
                                            Law; Venue; Service of Process. This Agreement and all acts and transactions hereunder
                                            and thereunder and all rights and obligations of Buyer and Seller shall be governed, construed
                                            and interpreted in accordance with the internal laws of the State of New York. Seller: (i)
                                            agrees that all actions or proceedings relating directly or indirectly hereto shall, at the
                                            option of Buyer, be litigated in courts located within said state, and, that, at the option
                                            of Buyer, the exclusive venue therefore shall be New York County, State of New York; (ii)
                                            consents to the jurisdiction and venue of any such court and consents to service of process
                                            in any such action or proceeding by personal delivery or any other method permitted by law;
                                            and (iii) waives any and all rights Seller may have to object to the jurisdiction of any
                                            such court, or to transfer or change the venue of any such action or proceeding.



 


	28.	Headings
                                            Solely For Convenience. Headings to sections of this Agreement are solely for convenience,
                                            are not to be deemed part of the Agreement, and are not to be used to interpret or construe
                                            any provision of the Agreement.



 


	29.	Counterparts;
                                            Facsimile; Scans. This Agreement may be executed in identical counterparts and shall
                                            constitute a binding contract between Buyer and Seller when Buyer and Seller exchange executed
                                            counterparts and said exchange may be made by facsimile or scan of same sent via email.



 


	30.	Monitoring,
                                            Recording, and Solicitations.



 


		a.	Authorization
                                            to Contact Seller by Phone. Seller authorizes Buyer, its affiliates, agents and independent
                                            contractors to contact Seller at any telephone number Seller provides to Buyer or from which
                                            Seller places a call to Buyer, or any telephone number where Buyer believes it may reach
                                            Seller, using any means of communication, including but not limited to calls or text messages
                                            to mobile, cellular, wireless or similar devices or calls or text messages using an automated
                                            telephone dialing system and/or artificial voices or prerecorded messages, even if Seller
                                            incurs charges for receiving such communications.



 


		b.	Authorization
                                            to Contact Seller by Other Means. Seller also agrees that Buyer, its affiliates, agents
                                            and independent contractors, may use any other medium not prohibited by law including, but
                                            not limited to, mail, e-mail and facsimile, to contact Seller. Seller expressly consents
                                            to conduct business by electronic means.



 


	31.	JURY
                                            WAIVER: THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION
                                            OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS
                                            OF WHICH THIS AGREEMENT IS A PART OR ITS ENFORCEMENT, EXCEPT WHERE SUCH WAIVER IS PROHIBITED
                                            BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. THE PARTIES ACKNOWLEDGE THAT
                                            EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY
                                            AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.



 


	32.	CLASS
                                            ACTION WAIVER: BUYER, SELLER, AND EACH GUARANTOR ACKNOWLEDGE AND AGREE THAT THE AMOUNT
                                            AT ISSUE IN THIS TRANSACTION AND ANY DISPUTES THAT ARISE BETWEEN THEM ARE LARGE ENOUGH TO
                                            JUSTIFY DISPUTE RESOLUTION ON AN INDIVIDUAL BASIS. EACH PARTY HERETO WAIVES ANY RIGHT TO
                                            ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE
                                            ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST
                                            PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED
                                            WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE
                                            PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED
                                            WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN
                                            THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS
                                            WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS
                                            OR REPRESENTATIVE ACTION.



.




    	 	 	_______________	 	______________
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	33.	ARBITRATION:
                                            IF BUYER, SELLER OR ANY GUARANTOR REQUESTS, THE OTHER PARTIES AGREE TO ARBITRATE ALL
                                            DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT. IF BUYER, SELLER OR ANY
                                            GUARANTOR SEEKS TO HAVE A DISPUTE SETTLED BY ARBITRATION, THAT PARTY MUST FIRST SEND TO THE
                                            OTHER PARTY, BY CERTIFIED MAIL, A WRITTEN NOTICE OF INTENT TO ARBITRATE. IF BUYER, SELLER
                                            OR ANY GUARANTOR DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN 30 DAYS AFTER THE
                                            NOTICE IS RECEIVED, BUYER, SELLER OR ANY GUARANTOR MAY COMMENCE AN ARBITRATION PROCEEDING
                                            WITH THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) OR NATIONAL ARBITRATION FORUM
                                            (“NAF”). BUYER WILL PROMPTLY REIMBURSE SELLER OR THE GUARANTOR ANY ARBITRATION
                                            FILING FEE, HOWEVER, IN THE EVENT THAT BOTH SELLER AND THE GUARANTOR MUST PAY FILING FEES,
                                            BUYER WILL ONLY REIMBURSE SELLER’S ARBITRATION FILING FEE AND, EXCEPT AS PROVIDED IN
                                            THE NEXT SENTENCE, BUYER WILL PAY ALL ADMINISTRATION AND ARBITRATOR FEES. IF THE ARBITRATOR
                                            FINDS THAT EITHER THE SUBSTANCE OF THE CLAIM RAISED BY SELLER OR THE GUARANTOR OR THE RELIEF
                                            SOUGHT BY SELLER OR THE GUARANTOR IS IMPROPER OR NOT WARRANTED, AS MEASURED BY THE STANDARDS
                                            SET FORTH IN FEDERAL RULE OF PROCEDURE 11(B), THEN BUYER WILL PAY THESE FEES ONLY IF REQUIRED
                                            BY THE AAA OR NAF RULES. SELLER AND THE GUARANTOR AGREE THAT, BY ENTERING INTO THIS AGREEMENT,
                                            THEY ARE WAIVING THE RIGHT TO TRIAL BY JURY. BUYER, SELLER OR ANY GUARANTOR MAY BRING CLAIMS
                                            AGAINST ANY OTHER PARTY ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS
                                            MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, BUYER, SELLER AND ANY
                                            GUARANTOR AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S
                                            CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING,
                                            AND THAT IF THIS SPECIFIC PROVISION IS FOUND UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION
                                            CLAUSE SHALL BE NULL AND VOID.



 


	34.	RIGHT
                                            TO OPT OUT OF ARBITRATION: SELLER AND GUARANTOR(S) MAY OPT OUT OF THIS CLAUSE. TO OPT
                                            OUT OF THIS ARBITRATION CLAUSE, SELLER AND EACH GUARANTOR MUST SEND BUYER A NOTICE THAT THE
                                            SELLER AND EACH GUARANTOR DOES NOT WANT THIS CLAUSE TO APPLY TO THIS AGREEMENT. FOR ANY OPT
                                            OUT TO BE EFFECTIVE, SELLER AND EACH GUARANTOR MUST SEND AN OPT OUT NOTICE TO THE FOLLOWING
                                            ADDRESS BY REGISTERED MAIL, WITHIN 14 DAYS AFTER THE DATE OF THIS AGREEMENT: CFG MERCHANT
                                            SOLUTIONS, LLC, HEAD OF OPERATIONS, ARBITRATION OPT OUT, 201 ROUTE 17 NORTH, SUITE 805, RUTHERFORD,
                                            NEW JERSEY 07070.



 


The
entity or individual signing for Seller below agrees that he/she/ has read, understood and agrees to abide by the terms of this Agreement
including those terms contained in the Fee Structure Addendum attached hereto and incorporated by reference as Exhibit A.


 


	Dated:_____/_____/_____	 	Signature:_____________________	 	Mailing
    address:_______________________
	 	 	Print
    Name:_______________	 	City:__________State:________ Zip:______
	 	 	Print
    Title:_____________	 	Phone:____________


 


	Dated:_____/_____/_____	 	Signature:_____________________
    	 	Mailing
    address:_______________________
	 	 	Print
    Name:_______________	 	City:__________State:________ Zip:______
	 	 	Print
    Title:_____________	 	Phone:____________


 


	Agreement
    of Each Owner:	 	 	 	 
	 	 	 	 	 
	 	 	(Signature):______________	 	(Signature):
    ________________
	 	 	(Signature):______________	 	(Signature):
________________


 


	 	 	CFG
    MERCHANT SOLUTIONS, LLC. 	 	CFG
    Merchant Solutions, LLC
	 	 	 	 	180
    Maiden Lane, Floor 15
	Dated:_____/_____/_____	 	By:
______________________    	 	New
    York, NY 10038
	 	 	Print
    Name:_______________	 	 
	 	 	Print
    Title:________________	 	 


 




    	 	 	_______________	 	______________
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EXHIBIT
A


 


FEE
STRUCTURE ADDENDUM


 


This
Fee Structure Addendum is made part of and incorporated by reference into that certain Purchase Agreement dated 2/28/2022 between
CFG Merchant Solutions, LLC as Buyer and MCA NAPLES, LLC as Seller (the “Agreement”). Capitalized terms used but not
defined herein shall have the meanings ascribed to such terms in the Agreement.


 


In
addition to all of the fees and charges set forth in the Agreement, Seller agrees to pay Buyer on demand the fees and charges set forth
in this Fee Structure Addendum. Buyer is authorized by Seller to initiate electronic or debit entries through the Automated Clearing
House (“ACH”) or other wire transfer service as applicable from the designated Bank Account set forth in the Agreement to
assess any of the fees and charges listed herein or referenced in the Agreement.


 


Cancellation
Fee - $250.00. To cover Buyer’s administrative expenses in the event that Seller elects to cancels the Agreement prior to the
initial funding date.


 


NSF
Fee - $35.00 per occurrence.


 


Rejected
ACH fee - $100.00 per occurrence in the event that a merchant directs the designated Bank Account to reject Buyer’s debit


 


ACH.
Bank Change Fee - $50.00. Assessed in the event Seller elects to change the designated Bank Account.


 


Blocked
Account Fee - $2,500.00 per occurrence.


 


Default
Fee - The greater of an amount equal to five percent (5%) of the Amount Sold outstanding in the aggregate attributable to the Schedule
of Purchased Receipts or $2,500.


 


UCC
Filing Fee - $195.00 to cover the cost of filing UCC-1 Financing Statement in connection with the Agreement. Seller agrees that he/she/
has read, understood and agrees to abide by the terms contained in this Fee Structure Addendum.


 


	SELLER(S)	 	 	 
	 	 	 	 	 
	[name
    of Seller]	 	 	 
	 	 	 	 	 
	Signature:	 	 	Signature:	 
	Print
    Name: 	 	 	Print
    Name:	 
	Print
    Title:	 	 	Print
    Title:	 


 


	Agreement
    of Each Owner:	 	 	 	 	 	 	 
	 	 	(Signature):	 	 	(Signature):	 	 
	 	 	(Signature):	 	 	(Signature):	 	 


 




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AUTHORIZATION
AGREEMENT


FOR
AUTOMATED CLEARING HOUSE TRANSACTIONS


 


MCA
NAPLES Operating Company, LLC (“Seller”) hereby authorizes CFG Merchant Solutions, LLC (“Buyer”) to present
automated clearing house (ACH) debits to the following checking account in the amount of fees and other payments due to Buyer from Seller
under the terms of that Agreement for the Purchase Agreement (the “Agreement”) entered into between Seller and Buyer, as
it may be amended, supplemented or replaced from time to time. Seller also authorizes Buyer to initiate additional entries (debits and
credits) to correct any erroneous transfers. In addition, if an Event of Default (as defined in the Agreement) occurs, Seller authorizes
Buyer to debit any and all accounts controlled by Seller or controlled by any entity with the same Federal Tax Identification Number
as Seller up to the total amount, including but not limited to, all fees and charges, due to Buyer from Seller under the terms of the
Agreement.


 


Seller
agrees to be bound by the Rules and Operating Guidelines of NACHA and represents and warrants that the designated account is established
and used primarily for commercial/business purposes, and not for consumer, family or household purposes. Seller authorizes Buyer to contact
Seller’s financial institution to obtain available funds information and/or to verify any information Seller has provided about
the designated checking account and to correct any missing, erroneous or out-of-date information. Seller understands and agrees that
any revocation or attempted revocation of this Authorization will constitute an event of default under the Agreement. In the event that
Seller closes the designated checking account, or the designated checking account has insufficient funds for any ACH transaction under
this Authorization, Seller authorizes Buyer to contact Seller’s financial institution and obtain information (including account
number, routing number and available balance) concerning any other deposit account(s) maintained by Seller with Seller’s financial
institution, and to initiate ACH transactions under this Authorization to such additional account(s). To the extent necessary, Seller
grants Buyer a limited Power of Attorney to take action in Seller’s name to facilitate this authorization.


 


	Transfer
    Funds To/From:	 	Name
    of Bank: 	 	 
	 	 	ABA
    Transit/Routing #:	 	 
	 	 	Checking
    Account #: 	 	 


 


This
authorization is to remain in full force and effect until all amounts due to Buyer under the Agreement have been paid in full, in such
time and in such manner as to afford Buyer a reasonable opportunity to act on it.


 


	Seller
    Information:	 	Seller’s
    Name: MCA NAPLES OPERATING COMPANY, LLC
	 	 	Signature
    of Authorized Representative:__________________________________
	 	 	Print
    Name:________________________________________________________
	 	 	Title:_______________________________________________________
	 	 	Seller’s
    Tax ID:_______________________
	 	 	Date:_________________________________________________


 


[Attached
Voided Check Here]


 




    	 	 	_______________	 	______________
	CFG Merchant Solutions, LLC	Page | 10	Seller’s Initials	 	Seller’s Initials



     


    

 


Additional
Seller Addendum to


Purchase
Agreement


 


Parties


 


	Buyer	 	CFG
    Merchant Solutions, LLC
	 	 	 
	Original
    Seller	 	MCA
    NAPLES, LLC DBA MCA NAPLES
	 	 	 
	Additional
    Seller(s)	 	MEMORY
                                            CARE AMERICA, LLC, EIN: 46-0569955, Address: 8800 Village Dr, Suite 201, San

    Antonio,
    TX 78217

	 	 	 
	 	 	MCA
    MANAGEMENT COMPANY, INC., EIN: 47-1143290, Address: 8800 Village Dr, Suite 201, San Antonio, TX 78217
	 	 	 
	 	 	MCA
    NAPLES OPERATING COMPANY, LLC, EIN: 46-1369706, Address: 4009 Hillsboro Rd, Suite 209, Nashville, TN 37215
	 	 	 
	 	 	MCA
    Naples Holdings, LLC, EIN: 46-1369721, Address: 8800 Village Dr, Suite 201, San Antonio, TX 78217


 





 



 


This
Additional Seller Addendum to Purchase Agreement (“Addendum”) is entered into by and among the above referenced Parties and
amends that certain Purchase Agreement between Buyer and Original Seller dated 2/28/2022 (the “Purchase Agreement”).


 


Each
Additional Seller desires to enter into the Purchase Agreement and to agree to all of the terms of the Purchase Agreement, so that they
will all fully apply to such Additional Seller to the same extent as if the Additional Seller had executed the Purchase Agreement itself.
Therefore, each of the Parties agree as follows:


 


1.
Each Additional Seller is fully bound by all of the terms, conditions, representations, warranties and covenants of the Agreement. The
Purchase Agreement is fully incorporated into this Addendum by reference, and binds and inures to the benefit of each of the Parties
hereto, and all of their heirs, successors and assigns, the same as if such Additional Seller had signed the Purchase Agreement. All
references to “Seller” in the Purchase Agreement mean individually, collectively and interchangeably the Original Seller
and each Additional Seller. Notwithstanding the foregoing, the Parties acknowledge that the initial Daily Amount established in the Purchase
Agreement is based on the average monthly sales of the Original Seller only. By signing this Addendum and adding the Additional Sellers
to the Purchase Agreement, the Parties do not intend to re-calculate the Daily Amount by including the average monthly sales of the Additional
Sellers. The Parties therefore agree that the Daily Amount shall remain the same following the execution of this Addendum, subject to
the Parties’ right request changes to the Daily Amount as set forth in the Purchase Agreement.


 


2.
Each Additional Seller agrees to and enters into the Purchase Agreement as a Seller and hereby joins in the sale of its Future Receipts
and agrees to deliver the Amount Sold to Buyer on the terms and conditions set forth in the Purchase Agreement. The obligation of each
Seller to deliver the entire Amount Sold is joint and several. Any default by a Seller under the Purchase Agreement shall constitute
a default of every Seller under the Purchase Agreement. Each Seller hereby guarantees the prompt performance of the obligations of the
other Sellers under the Purchase Agreement. Buyer may file suit against, or otherwise seek to collect receipt of the Amount Sold from
any Seller without the necessity of Buyer first seeking to collect payment from the any other Seller or other party that may be liable
for the obligations created by the Purchase Agreement.


 


3.
The Original Seller has received the Purchase Price on behalf of itself and the Additional Sellers. The Purchase Price shall be allocated
among the Sellers in such amount as they may agree upon, but each shall have an undivided interest in the entire Purchase Price. Each
Additional Seller is an affiliate that controls, is controlled by, or under common control with, the Original Seller. The Additional
Sellers agree that joining in the sale of the Amount Sold by signing this Addendum is in the mutually beneficial interest of all Sellers.


 


4.
The Parties acknowledge that each Additional Seller may maintain separate bank accounts and each Additional Seller will take such actions
as are necessary or appropriate to enable Buyer to debit such Additional Seller’s Approved Account. Each Seller agrees that Buyer
may debit any or all Approved Accounts in such amounts as Buyer determines in its discretion until Buyer receives the Daily Amount. Buyer
shall not be required to debit each Approved Account in any specific amount or order to obtain the Daily Amount and may, for example,
debit the Approved Account of any single Seller in an amount equal to the entire Daily Amount.


 




    	1



     


    

 


5.
Any notice to an Additional Seller in connection with the Purchase Agreement or this Addendum may be given to such the Original Seller
on behalf of such Additional Seller in the manner set forth in the Purchase Agreement.


 



By
their signatures below the Parties agree to be bound by this Addendum.


 


	Buyer	 	Original
    Seller
	CFG
    Merchant Solutions, LLC (Buyer)	 	MCA
    NAPLES, LLC
	 	 	 	 	 
	By:	 	 	 	 
	Title:
    	 	 	Signature:	 
	 	 	 	By:	 
	 	 	 	Title:	 


 


	 	Additional
    Seller(s)
	 	MEMORY
    CARE AMERICA, LLC
	 	 	 
	 	Signature:	 
	 	By:	           
	 	Title:	 



 


	 	Business
    Address:	8800
    Village Dr, Suite 201 
	 	 	San
    Antonio, TX 78217


 


	 	MCA
    MANAGEMENT COMPANY, INC.
	 	 	 
	 	Signature:	             
	 	By:	 
	 	Title:	 



 


	 	Business
    Address:	 
	 	 	 


 


	 	MCA
    NAPLES OPERATING COMPANY, LLC
	 	 	 
	 	Signature:	 
	 	By:	 
	 	Title:	           






	 	Business
    Address:	 
	 	 	 


 


	 	MCA
    Naples Holdings, LLC
	 	 	 
	 	Signature:	 
	 	By:	 
	 	Title:	 






	 	Business
    Address:	 
	 	 	 


 




    	2



     


    

 


CONSENT
AND REAFFIRMATION OF GUARANTOR


 


Each
undersigned guarantor (“Guarantor”) hereby reaffirms the Personal Guaranty of Performance (“Guaranty”) provided
for the benefit of the Buyer in pursuant to which Guarantor guaranteed to Buyer the prompt and complete performance of all of the Seller’s
obligations under the Purchase Agreement. Each Guarantor consents to the addition of the Additional Sellers as contemplated by this Addendum
and agrees that, as used in the Guaranty, “Seller” means individually, collectively and interchangeably the Original Seller
and each Additional Seller.


 


	Guarantor:	Christin
    Hemmens	(Print
    Name)


 


	Signature:____________________________________________	 
	 	 
	For
    Corporate Guarantors (or other entities) -	 
	Guarantor:____________________________________________	 
	By:__________________________________________________	 
	Print
    Name of Signer:____________________________________	 
	Its:__________________________________(Official
    Position)	 


 




    	3