Exhibit 10.54


 


[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10).
Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.


 


		Agreement for the Purchase and Sale of Future Receipts	 


 


Seller’s Legal Name: _Helix TCS INC, and
BIO-TECH MEDICAL SOFTWARE, INC. _ D/B/A: _HELIX TECHNOLOGIES_


 


Form of Business Entity: ☒ Corporation;
☐ Limited Liability Company; ☐ Partnership; ☐ Limited Partnership; ☐ Limited Liability


 


Partnership; ☐ Sole Proprietorship; ☐ Other:
___________________


 


Street Address: _5300 DTC Parkway, Suite
300_, City: _Greenwood Village_, State: _CO_, Zip: _80111_


 


Mailing Address: _251 Little Falls Dr_,
City: _Wilmington_ , State: _DE_ , Zip: _19808_


 


Primary Contact: Scott Ogur & Zachary
Venegas  Title: _Owners_ Time in Business: _______ Federal Tax ID: _[Omitted]          _


 


Purchase Price: $500,000.00 Purchased
Amount: $660,000.00 Average Monthly Sales: _$775,836.67_ Specified Percentage: _15_% (Average
Monthly Sales x Specified Percentage / Average Business Days in a Calendar Month)


 


Initial Weekly Amount: See Addendum
Origination Fee: $15,000.00 (to be deducted from the Purchase Price) Payment will be withdrawn every: _Monday_


 


Account for the Deposit of All Future Receipts:
Bank:  [Omitted]                     



 


Account No:  [Omitted]                 



 


Effective, February 7, 2020 Seller, identified
above, hereby sells, assigns and transfers to Advantage Platform Services Inc. d/b/a Advantage Capital Funding (“Buyer”
or “Advantage Capital Funding” ) , located at 104 E 25th St, 10th Floor, New York, NY 10010 without recourse,
the Specified Percentage of the proceeds of each future sale made by Seller (collectively “Future Receipts”) until
Seller has received the Purchased Amount. “Future Receipts” includes all payments made by cash, check, ACH or other
electronic transfer, credit card, debit card, bank card, charge card (each such card shall be referred to herein as a “Payment
Card”) or other form of monetary payment in the ordinary course of Seller’s business. As payment for the Purchased
Amount, Buyer will deliver to Seller the Purchase Price, shown above, minus any Origination Fee shown above. Seller acknowledges
that it has no right to repurchase the Purchased Amount from Buyer.


 


Both parties agree that 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 Origination Fee. Prior to accepting this Agreement, Buyer may conduct a processing
trial to confirm its access to the Account and the ability to withdraw the Initial Weekly 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.


 


Agreement of Seller: By signing below Seller
agrees to the terms and conditions contained in this Agreement, including those terms and conditions on the following pages, and
further agrees that this transaction is for business purposes and not for personal, family, or household purposes.


 


Seller: ___Helix TCS INC, and BIO-TECH
MEDICAL SOFTWARE, INC. d/b/a Helix Technologies


 


Agreed to by:   /s/ Zachary Venegas
(Signature), its ___Owner___(Title)


 


Buyer: ___Advantage Capital Funding___


 


Agreed to by:   /s/ Aaron Greenblatt
(Signature), its      CFO      (Title)


 




     


     


    

 


Agreement of Each Owner: Each Owner signing below
agrees to the terms of the Credit Report Authorization below.


 


_____ZACHARY VENEGAS _(Print
Name); Zachary Venegas (Signature);  /s/ Zachary Venegas   


 


______SCOTT OGUR ______   (Print
Name); Scott Ogur           (Signature);   /s/ Scott Ogur             




 


1. Delivery
of Purchased Amount: Seller must deposit all Future Receipts into the single business banking account specified above, which
may not be used for any personal, family or household purposes (the “Account”) and must instruct Seller’s credit
card processor, which must be approved by Buyer (the “Processor”) to deposit all Payment Card receipts of Seller into
the Account. Seller agrees not to change the Account or add an additional Account without the express written consent of Buyer.
Seller authorizes Buyer to debit the Weekly Amount from the Account each business day by either ACH or electronic check. Seller
will provide Buyer with all required access codes and agrees not to change them without prior written consent from Buyer. Seller
will provide an appropriate ACH authorization to Buyer. Seller understands that it is responsible for either ensuring that the
Weekly Amount is available in the Account each business day or advising Buyer prior to each weekly withdrawal of a shortage of
funds. Otherwise, Seller will be responsible for any fees incurred by Buyer resulting from a rejected electronic check or ACH debit
attempt, as set forth on Appendix A. Buyer is not responsible for any overdrafts or rejected transactions that may result from
Buyer’s debiting any amount authorized under the terms of this Agreement. Seller understands that the foregoing ACH authorization
is a fundamental condition to induce Buyer to accept the Agreement. Consequently, such authorization is intended to be irrevocable.


 


2. Reconciliation
and Changes to the Weekly Amount: The Initial Weekly Amount is intended to represent the Specified Percentage of Seller’s
weekly Future Receipts. For as long as no Event of Default has occurred, Buyer shall on or about the fifteenth day of each month
reconcile the Seller’s Account (“Account Reconciliation”) by either crediting or further debiting the Seller’s
Account by the difference between the actual amount debited since the date of the last Account Reconciliation and the Specific
Percentage of the actual Future Receipts collected by the Seller since the date of the last Account Reconciliation. Failure by
Buyer to make an Account Reconciliation at any time for one or more months or portions thereof shall not be deemed as a breach
of Buyer’s obligation hereunder and each Account Reconciliation shall be made for the entire period of time since the date
of the last Account Reconciliation. Buyer may, at Buyer’s sole discretion as it deems appropriate and upon Seller’s
request, adjust the amount of the then- applicable Weekly Amount due under this Agreement in order to cause such Weekly Amount
to more accurately reflect an amount which will reduce the need to credit Seller’s account on a consistently recurring basis.


 


3. Weekly Amount Upon Default. Upon
the occurrence of an Event of Default, the Weekly Amount shall equal 100% of all Future Receipts.


 


4. Sale of Future Receipts (THIS IS NOT A
LOAN): Seller is selling a portion of a future revenue stream to Buyer at a discount, not borrowing money from Buyer.
There is no interest rate or payment schedule and no time period during which the Purchased Amount must be collected by
Buyer. If Future Receipts are remitted more slowly than Buyer may have anticipated or projected because Seller’s
business has slowed down, or if the full Purchased Amount 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. Buyer is buying the Purchased Amount of
Future Receipts knowing the risks that Seller’s business may slow down or fail, and Buyer assumes these risks based on
Seller’s representations, warranties and covenants in this Agreement that are designed to give Buyer a reasonable and
fair opportunity to receive the benefit of its bargain. By this Agreement, Seller transfers to Buyer full and complete
ownership of the Purchased Amount of Future Receipts and Seller retains no legal or equitable interest therein. Seller agrees
that it will treat Purchase Price and Purchased Amount in a manner consistent with a sale in its accounting records and tax
returns. Seller agrees that Buyer is entitled to audit Seller’s accounting records upon reasonable Notice in order to
verify compliance. Seller waives any rights of privacy, confidentiality or tax payer privilege in any such litigation or
arbitration in which Seller asserts that this transaction is anything other than a sale of future receipts.


 




    2


     


    

 


5. 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 Buyer from Seller, or in the case of a violation by Seller of this
Agreement or the occurrence of an Event of Default under Section 15 hereof by Seller, 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 Future Receipts; (iii) to receive,
endorse and collect any checks, notes, drafts, instruments, documents or chattel paper in connection with clause (i) or clause
(ii) above; (iv) to sign Seller’s name on any invoice, bill of lading, or assignment directing customers or account debtors
to direct payables to Buyer; (v) to file any claims or take any action or institute any proceeding which Buyer may deem necessary
for the collection of any of the remaining Purchased Amount of the Future Receipts, or otherwise to enforce its rights with respect
to delivery of the Purchased Amount; and/or (vi) to contact any Processor of Seller and to direct such Processor(s) to deliver
directly to Buyer all or any portion of the amounts received by such Processor(s) and to provide any information regarding Seller
requested by Buyer. Each Processor may rely on the previous sentence as written authorization of Seller to provide any information
requested by Buyer. Each Processor is hereby irrevocably authorized and directed by Seller to follow any instruction of Buyer without
inquiry as to Buyer’s right or authority to give such instructions. Seller acknowledges the terms of the preceding sentence
and agrees not to (a) interfere with Buyer’s instructions or a Processor’s compliance with this Agreement or (b) request
any modification thereto without Buyer’s prior written consent.


 


6. Fees and
Charges: Other than the Origination Fee, if any, set forth above, Buyer is NOT CHARGING ANY ORIGINATION OR BROKER FEES to Seller.
If Seller is charged another such fee, it is not being charged by Buyer. A list of all fees and charges applicable under this Agreement
is contained in Appendix A.


 


7. Credit Report
and Other Authorizations: Seller and each of the Owners signing above 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.


 


8. Authorization
to Contact Current and Prior Banks: Seller hereby authorizes Buyer to contact any current or prior bank of the Seller in order
to obtain whatever information it may require regarding Seller’s transactions with any such bank. Such information may include
but is not limited to, information necessary to verify the amount of Future Receipts previously processed on behalf of Seller and
any fees that may have been charged by the bank. In addition, Seller authorizes Buyer to contact any current or prior bank of the
Seller for collections and in order to confirm that Seller is exclusively using the Account identified above, or any other account
approved by Buyer, for the deposit of all business receipts.


 


9. Financial
Information. Seller authorizes Buyer and its agents to investigate its financial responsibility and history, and will provide
to Buyer any authorizations, bank or financial statements, tax returns, etc., as Buyer deems necessary in its sole discretion prior
to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed acceptable as an authorization
for release of financial and credit information. Buyer is authorized to update such information and financial and credit profiles
from time to time as it deems appropriate. Seller waives, to the maximum extent permitted by law, any claim for damages against
Buyer or any of its affiliates relating to any investigation undertaken by or on behalf of Buyer as permitted by this Agreement
or disclosure of information as permitted by this Agreement.


 


10. Transactional
History. Seller authorizes all of its banks and brokers and Payment Card processors to provide Buyer with Seller’s banking,
brokerage and/or processing history to determine qualification or continuation in this program, or for collections upon an Event
of Default.


 




    3


     


    

 


11. Publicity.
Seller hereby authorizes Buyer to use its name in listings of clients and in advertising and marketing materials.


 


12. Application
of Amounts Received by Buyer. Buyer reserves the right to apply amounts received by it under this Agreement to any fees or
other charges due to Buyer from Seller prior to applying such amounts to reduce the amount of any outstanding Purchased Amount.


 


13. Representations,
Warranties and Covenants of Seller:


 


13.1 Good Faith, Best Efforts and Due Diligence. Seller
will conduct its business in good faith and will use its best efforts to continue its business at least at its current level, to
ensure that Buyer obtains the Purchased Amount.


 


13.2 Stacking Prohibited. Seller shall not
enter into any Seller cash advance or any loan agreement that relates to or involves its Future Receipts with any party other than
Buyer for the duration of this Agreement. Buyer may share information regarding this Agreement with any third party in order to
determine whether Seller is in compliance with this provision.


 


13.3 Financial Condition and Financial Information.
Any bank statements and financial statements of Seller that have been furnished to Buyer, and future statements that will be
furnished to Buyer, fairly represent the financial condition of Seller at such dates, and Seller will notify Buyer immediately
if there are material adverse changes, financial or otherwise, in the condition or operation of Seller or any change in the ownership
of Seller. Buyer may request statements at any time during the performance of this Agreement and the Seller shall provide them
to Buyer within five business days. Furthermore, Seller represents that all documents, forms and recorded interviews provided to
or with Buyer are true, accurate and complete in all respects, and accurately reflect Seller’s financial condition and results
of operations. Seller further agrees to authorize the release of any past or future tax returns to Seller.


 


13.4 Governmental Approvals. Seller is
in compliance and shall comply with all laws and has valid permits, authorizations and licenses to own, operate and lease its properties
and to conduct the business in which it is presently engaged and/or will engage in hereafter.


 


13.5. Authority to Enter Into This Agreement. Seller
and the person(s) signing this Agreement on behalf of Seller, have full power and authority to incur and perform the obligations
under this Agreement, all of which have been duly authorized.


 


13.6. Change of Name or Location or Sale or Closing
of Business. Seller will not conduct Seller’s businesses under any name other than as disclosed to Buyer or change any
of its places of business without prior written consent of Buyer, of which Buyer’s consent shall not unreasonably be withheld.
With exception of [***] (which Seller may dispose of), Seller will not sell, dispose, transfer or otherwise convey all or
substantially all of its business or assets without (i) the express prior written consent of Buyer, and (ii) the written agreement
of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory
to Buyer. Except as disclosed to Buyer in writing, Seller has no current plans to close its business either temporarily, whether
for renovations, repairs or any other purpose, or permanently. Seller agrees that until Buyer has received all of the Purchased
Amount Seller will not voluntarily close its business on a temporarily basis for renovations, repairs, or any other purposes. This
provision, however, does not prohibit Seller from closing its business temporarily if such closing is required to conduct renovations
or repairs that are required by local ordinance or other legal order, such as from a health or fire inspector, or if otherwise
forced to do so by circumstances outside of the control of Seller. Prior to any such closure, Seller will provide Buyer ten business
days’ notice to the extent practicable.


 


13.7. No Pending or Contemplated Bankruptcy. As
of the date Seller executes this Agreement, Seller is not insolvent and does not contemplate and has not filed any petition for
bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against
Seller. Seller represents that it has not consulted with a bankruptcy attorney within six months prior to the date of this Agreement.
Seller further warrants that it does not anticipate filing a bankruptcy petition and it does not anticipate that an involuntary
petition will be filed against it.


 


13.8. Seller to Maintain Insurance. Seller will possess
and maintain insurance in such amounts and against such risks as are necessary to protect its business and will provide proof of
such insurance to Buyer upon demand.


 




    4


     


    

 


13.9. Seller to Pay Taxes Promptly. Seller will promptly
pay all necessary taxes, including but not limited to employment and sales and use taxes.


 


13.10. No Violation of Prior Agreements. Seller’s
execution and performance of this Agreement will not conflict with any other agreement, obligation, promise, court order,
administrative order or decree, law or regulation to which Seller is subject, including any agreement the prohibits the sale
or pledge of Seller’s future receipts.


 


13.11. No Diversion of Receipts. Seller
will not permit any event to occur that could cause a diversion of any of Seller’s Future Receipts from the Account to any
other entity.


 


13.12. Seller’s Knowledge and Representation.
Seller represents warrants and agrees that it is a sophisticated business entity familiar with the kind of transaction covered
by the Agreement; it was represented by counsel or had full opportunity to consult with counsel.


 


14. Rights of Buyer:


 


14.1 Financing Statements Financing Statements and Security
Interest. Seller grants Buyer a security interest in all of Seller’s present and future accounts, chattel paper, deposit
accounts, personal property, assets and fixtures, general intangibles, instruments, equipment, inventory wherever located, and
proceeds now or hereafter owned or acquired by Seller. Seller authorizes Buyer to file one or more UCC-1 forms consistent with
the Uniform Commercial Code (“UCC”) in order to give notice of this security interest and that the Purchased Amount
of Future Receipts 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.


 


14.2 Right of Access. In order to ensure
that Seller is complying with the terms of this Agreement, Buyer shall have the right to (i) enter, without notice, the premises
of Seller’s business for the purpose of inspecting and checking Seller’s transaction processing terminals to ensure
the terminals are properly programmed to submit and or batch Seller’s weekly receipts to the Processor and to ensure that
Seller has not violated any other provision of this Agreement, and (ii) Seller shall provide access to its employees and records
and all other items as requested by Buyer, and (iii) have Seller provide information about its business operations, banking relationships,
vendors, landlord and other information to allow Buyer to interview any relevant parties.


 


14.3 Phone Recordings and Contact. Seller agrees
that any call between Buyer and Seller, and their agents and employees may be recorded or monitored. Further, Seller agrees that
(i) it has an established business relationship with Buyer, its employees and agents and that Seller may be contacted from time-to-time
regarding this or other business transactions; (ii) that such communications and contacts are not unsolicited or inconvenient;
and (iii) that any such contact may be made at any phone number, emails address, or facsimile number given to Buyer by the Seller,
its agents or employees, including cellular telephones.


 


15. Events
of Default. The occurrence of any of the following events shall constitute an “Event of Default”: (a) Seller interferes
with Buyer’s right to collect the Weekly Amount; (b) Seller violates any term of covenant in this Agreement; (c) Seller uses
multiple depositary accounts without the prior written consent of Buyer; (d) Seller changes its depositing account or its payment
card processor without the prior written consent of Buyer; (e) Seller defaults under any of the terms, covenants and conditions
of any other agreement with Buyer; or (f) Seller fails to provide timely notice to Buyer such that (i) where Seller is on a daily
payment plan, two or more ACH transactions attempted by Buyer within one calendar month are rejected by Seller’s bank, or
(ii) where Seller is on a weekly payment plan, two (2) or more ACH transaction attempted by Buyer is rejected by Seller’s
bank at any given time that such payment under the payment plan is due.


 


16. Remedies.
If any Event of Default occurs, Buyer may proceed to protect and enforce its rights including, but not limited to, the following:


 


16.1. The Specified Percentage shall equal 100%.
The full uncollected Purchased Amount plus all fees and charges (including legal fees) due under this Agreement will become due
and payable in full immediately.


 


16.2. Buyer may enforce the provisions of the Personal
Guaranty of Performance against each Owner.


 


16.3. Buyer may proceed to protect and enforce
its rights and remedies by arbitration or lawsuit. In any such arbitration or lawsuit, under which Buyer shall recover Judgment
against Seller, Seller shall be liable for all of Buyer’s costs of the lawsuit, including but not limited to all reasonable
attorneys’ fees and court costs. However, the rights of Buyer under this provision shall be limited as provided in the arbitration
provision set forth below.


 


16.4. Intentionally left blank.


 






    5


     


    

 


16.5. Buyer may debit Seller’s depository
accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check drawn on Seller’s bank
account or otherwise for all sums due to Buyer


 


16.6. Seller shall pay to Buyer all reasonable
costs associated with the Event of Default and the enforcement of Buyer’s remedies, including but not limited to court costs
and attorneys’ fees


 


16.7. Buyer may exercise and enforce its rights as
a secured party under the UCC.


 


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


 


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


 


18. Assignment.
Buyer may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in whole
or in part, with or without prior written notice to Seller.


 


19. Notices.


 


19.1. 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 upon mailing to Seller’s address set forth in this Agreement.


 


19.2. 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 set forth in this Agreement. Notices sent to Buyer shall
become effective only upon receipt by Buyer.


 




    6


     


    

 


20. Binding
Effect; Governing Law, Venue and Jurisdiction. 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 hereunder or any
interest herein without the prior written consent of Buyer which consent may be withheld in Buyer’s sole discretion. This
Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable
principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach
of this Agreement, shall, if Buyer so elects, be instituted in any court sitting in New York, (the “Acceptable Forums”).
Seller agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives
any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Seller waives any right
to oppose any motion or application made by Buyer to transfer such proceeding to an Acceptable Forum.


 


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


 


22. Interpretation.
All Parties hereto have reviewed this Agreement with an attorney of their own choosing and have relied only on their own attorney’s
guidance and advice. No construction determinations shall be made against either Party hereto as drafter.


 


23. Entire
Agreement and Severability. This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior
agreements and understandings relating to the subject matter hereof. In case any of the provisions in this Agreement is found to
be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained
herein shall not in any way be affected or impaired.


 


24. Facsimile
Acceptance. Facsimile signatures hereon, or other electronic means reflecting the party’s signature hereto, shall be
deemed acceptable for all purposes.


 


25. Confidentiality:
The terms and conditions of this Agreement are proprietary and confidential unless required by law. Seller shall not disclose
this information to anyone other than its attorney, accountant or similar service provider and then only to the extent such person
uses the information solely for purpose of advising Seller and first agrees in writing to be bound by the terms of this Section.
A breach entitles Buyer to damages and legal fees as well as temporary restraining order and preliminary injunction without bond.


 


26. Monitoring,
Recording, and Solicitations.


 


26.1. 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


 


26.2. Authorization to Contact Seller by
Other Means. Seller also agree 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.


 


27. 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.


 




    7


     


    

 


28. CLASS ACTION WAIVER. THE PARTIES WAIVE 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.


 


29. 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 ALL OTHER PARTIES, 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.


 


30. 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: BUYER – ARBITRATION OPT OUT, Advantage Capital Funding, 104 E 25th St, 10th
Floor, New York, NY 10010, ATTENTION: LEGAL DEPARTMENT.


 




    8


     


    

 


31. SERVICE
OF PROCESS. IN ADDITION TO THE METHODS OF SERVICE ALLOWED BY THE NEW YORK STATE CIVIL PRACTICE LAW & RULES
(“CPLR”), SELLER HEREBY CONSENTS TO SERVICE OF PROCESS UPON IT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT
REQUESTED, SERVICE HEREUNDER SHALL BE COMPLETE UPON SELLER’S ACTUAL RECEIPT OF PROCESS OR UPON BUYER’S RECEIPT OF
THE RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS REFUSED OR UNDELIVERABLE. SELLER MUST PROMPTLY NOTIFY BUYER, IN
WRITING, OF EACH AND EVERY CHANGE OF ADDRESS TO WHICH SERVICE OF PROCESS CAN BE MADE. SERVICE BY BUYER TO THE LAST KNOWN
ADDRESS SHALL BE SUFFICIENT. SELLER WILL HAVE (30) CALENDAR DAYS AFTER SERVICE HEREUNDER IS COMPLETE IN WHICH TO RESPOND.
FURTHERMORE, SELLER EXPRESSLY CONSENTS THAT ANY AND ALL NOTICE(S), DEMAND(S), REQUEST(S) OR OTHER COMMUNICATION(S) UNDER AND
PURSUANT TO THIS AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIVABLES SHALL BE DELIVERED IN ACCORDANCE WITH THE
PROVISIONS OF THIS AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIVABLES.


 


32. FEE
STRUCTURE.


a.       NSF:
$75.00


b.       ACH
REJECTION: $100.00


c.       BANK
CHANGE: $50.00


d.       BLOCKED
ACCOUNT: $2,500.00


e.       DEFAULT:
$5,000.00


 


Seller: ___Helix TCS INC, and BIO-TECH MEDICAL
SOFTWARE, INC.___


 


Agreed to by:    /s/ Zachary
Venegas      (Signature), its ___Owner___(Title)


 


Guarantor: ___ZACHARY VENEGAS___ (Print
Name) Signature:    /s/ Zachary Venegas     


 


Guarantor: ___SCOTT OGUR___ (Print Name)
Signature:    /s/ Scott Ogur     


 






    9


     


    

 


		Advantage Capital Funding 

104 E 25th St, 10th Floor, 

New York, NY 10010


 


NO STACKING ADDENDUM


 


Addendum (the “Addendum”) to the Purchase
and Sale of Future Receivables Agreement (the “Agreement”)


by: Seller(s): ___Helix TCS INC, and BIO-TECH
MEDICAL SOFTWARE, INC.___


Purchaser: Advantage Capital Funding  (“Purchaser”)


Purchase Price: ___$500,000.00___ Purchased
Amount: ___$660,000.00___


Specified Percentage: 15% 


 


1. Unless
otherwise specifically defined herein, all capitalized terms in this Addendum shall have the meanings set forth in the Agreement.


 


2. Seller agrees and understands that while an
outstanding balance of uncollected Receivables with Purchaser exists, Seller is strictly prohibited from enter into
any transactions with a third party, whether an individual, company or other entity, to sell Future Receipts, or to initiate
or accept a cash advance from any funding source without first paying off the outstanding balance with Purchaser. Seller
understands and acknowledges that doing so would place Seller in breach of the Agreement, and _Helix TCS INC, and BIO-TECH
MEDICAL SOFTWARE, INC._ (“Seller”) and ZACHARY VENEGAS / SCOTT OGUR (“Guarantor”) will be
immediately liable for the full outstanding balance owed to Purchaser.


 


3. Seller
further agrees not to create, incur or permit to exist any lien, security interest, pledge, charge or encumbrance of any kind in
respect to Future Receivables while an outstanding balance of uncollected Receivables with Purchaser exists. In other words, Seller
agrees not to use Future Receivables as collateral for any type of transaction while an outstanding balance with Purchaser exists.


 


4. Seller and
Guarantor acknowledge that any false representation in this Addendum constitutes fraud and will trigger a default under the Agreement,
entitling Purchaser to accelerate the receivable balance due and to seek any and all additional legal remedies available to the
Purchaser provided for in the Agreement.


 


5. In further
consideration of Purchaser entering into this transaction, Seller shall either (a) deliver to Purchaser all of Seller’s bank account
statements on or before the 10th day of every month during the term of the Agreement, or (b) provide Purchaser with active log
on capabilities for every bank account maintained by Seller so that Purchaser can access all information Purchaser feels is necessary
from such accounts.


 


6. In
the event that Seller breaches the terms of Paragraphs 2, 3, 4 and/or 5 above, Purchaser shall have the following remedies, any
or all of which may be exercised by Purchaser in its sole discretion:


 


(a) The
Purchased Amount due at each payment interval set forth in the Agreement (whether daily, weekly, bi-weekly or monthly, as applicable),
shall immediately double to the sum or to the extent the collection method is a credit card split the holdback percentage will
double;


 


(b) The
entire balance of the Purchased Amount shall be immediately due and payable;


 


(c) The
Confession of Judgment, if any, shall be immediately filed with the appropriate court of law; and


 


(d) Purchaser
shall avail itself of all additional remedies set forth in Section 16 of the Agreement.


 




    10


     


    

 


7. The
Addendum and is hereby incorporated into the Agreement by reference and constitutes part of the Agreement. Except as amended hereby,
the Agreement shall be and remain in full force and effect and is hereby ratified and confirmed by Seller and Purchaser. If the
terms and provisions of this Addendum are inconsistent with the Agreement, the terms and provisions of the Addendum shall govern
to the extent of such inconsistency.


 


8. All
written notices and consents required to be given hereunder shall be given in accordance with the notice requirements under Section
19 of the Agreement.


 


9. This
Addendum may be executed with facsimile signatures and/or in any number of counterparts, each of which shall be deemed an original
and all of such counterparts when taken together shall constitute but one and the same documents which shall be sufficiently evidenced
by such executed counterparts.


 


Agreed and Accepted on behalf of Seller:


 


	ZACHARY VENEGAS	 	/s/ Zachary Venegas
	Printed Name (Seller/Guarantor)	 	Signature
	 	 	 
	SCOTT OGUR	 	/s/ Scott Ogur
	Printed Name (Seller/Guarantor)	 	Signature




 




    11


     


    

 





 


Additional Seller Addendum to Purchase
Agreement


 


	Buyer	Advantage Capital Funding
	Original Seller	Helix TCS INC, and BIO-TECH MEDICAL SOFTWARE, INC. 

Address:
	EIN: [Omitted]
	Additional Seller(s)	BIO-TECH MEDICAL SOFTWARE, INC. 

Address:
	EIN:[Omitted]
	Additional Seller(s)	HELIX TCS LLC 

Address:
	EIN: [Omitted]

 


 


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 February 7, 2020 (the “Purchase Agreement”).


 


Each Additional Seller desires to enter into the Purchase
Agreement and to agree to all 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 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 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 Weekly 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 Weekly Amount by including the average
monthly sales of the Additional Sellers. The Parties therefore agree that the Weekly Amount shall remain the same following the
execution of this Addendum, subject to the Parties’ right request changes to the Weekly 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 a. 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 Weekly Amount
.. Buyer shall not be required to debit each Approved Account in any specific amount or order to obtain the Weekly Amount and may,
for example, debit it the Approved Account of any single Seller in an amount equal to the entire Weekly Amount .


 




    12


     


    

 


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


 


	Advantage
    Capital Funding	 
	 	 
	By:	/s/ Aaron Greenblatt	 
	Title: 	CFO	 


 


	 	Original Seller
	 	 
	 	Helix TCS INC, and BIO-TECH
	 	MEDICAL SOFTWARE, INC.


 


	 	By: 	/s/ Scott Ogur
	 	Title: 	CFO


 


	 	Additional Seller(s)
	 	 
	 	BIO-TECH MEDICAL SOFTWARE, INC.
	 	 
	 	By:	/s/ Zachary Venegas
	 	Title:	Owner
	 	Business Address:
	 	6750 N Andrews Ave Suite 325 Fort Lauderdale, FL 33309


 


	 	HELIX TCS LLC
	 	 
	 	By:	/s/ Zachary Venegas
	 	Title:	Owner
	 	Business Address:
	 	N/A


 


Consent and Reaffirmation of Guarantor


 


Each undersigned guarantor (“Guarantor”) hereby
reaffirms the Personal Guaranty of Performance (“Guaranty”) provided for the benefit of the Buyer, pursuant to which
Guarantor guaranteed to Buyer the prompt and complete performance of all 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 Guarantee. “Seller” means individually, collectively and interchangeably the Original Seller and each Additional
Seller.


 


Guarantor:
___ZACHARY VENEGAS___ (Print Name) Signature:    /s/ Zachary Venegas    


 


Guarantor:
___SCOTT OGUR___ (Print Name) Signature:    /s/ Scott Ogur    


 




    13


     


    

 





 


Advantage Capital Funding


Date: ___February 7, 2020___


Business Legal Name: ___Helix TCS INC, and
BIO-TECH MEDICAL SOFTWARE, INC.___


RE: Pre-Payment Amendment


 


This amendment (“Amendment”) to Merchant
Agreement dated February 7, 2020 is made as of February 7, 2020 between Advantage Capital Funding and Helix TCS
INC, and BIO-TECH MEDICAL SOFTWARE, INC. (the “Merchant(s)”). Advantage Capital Funding and the Merchant are sometimes
referred to herein collectively as the “Parties “and each as a “Party.” Whereas, the Parties desire to


 


modify certain terms of the Merchant AgreementHelix
TCS INC, and BIO-TECH MEDICAL SOFTWARE, INC.___ dated February 7, 2020. In consideration of the above promises and for
other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending
to be legally bound, do hereby agree and amend the Agreement as follows:


 


Merchant may prepay Merchant’s advance in
whole using the following schedule:


 


	Calendar Days After Funding	 	Payoff amount	 
	30 Days	 	$	610,000.00	 
	60 Days	 	$	620,000.00	 
	90 Days	 	$	630,000.00	 
	120 Days	 	$	640,000.00	 



 


If Merchant elects to prepay the Merchant
Agreement, the sum of payments made up to that point will be applied and deducted from the aforementioned prepaid schedule of
payments.


 


* The prepayment discount schedule is offered in
good faith and must meet the following criteria to apply:


 


		●	The
merchant’s status must be “Performing”;



 


		●	At
no point can the merchants account reach a status of “Non-Performing, Legal, Collections, Suspended” or any other
status other than Performing.



 


The Agreement shall remain in full force and
effect as modified by this Amendment. This Amendment shall be governed by and construed in accordance with the laws of the State
of New York without giving effect to the principles of conflicts of laws. This Amendment may be executed in counterparts, all of
which together shall constitute one and the same instrument. Facsimile signatures shall be deemed to be original signatures and
each party hereto may rely on a facsimile signature as an original for purposes of enforcing this Amendment.


 


IN WITNESS WHEREOF, each of the undersigned has
executed, or has caused to be executed, this Amendment as of the date first written above.


 


Merchant: ___Helix TCS INC, and BIO-TECH MEDICAL
SOFTWARE, INC.___


Name: ___ZACHARY VENEGAS___


Title: Owner


Name: ___SCOTT OGUR___


Title: Owner


 


	Signature:  	/s/ Zachary Venegas	 	Signature:  	/s/ Scott Ogur
	Date: 	02/10/2020	 	Date: 	02/10/2020




 




    14


     


    

 





 


Advantage Capital Funding


Ph. (844) 843 3170 | Fax (866) 880 6238


 


Addendum to
Agreement for the Purchase and Sale of Future Receipts:


 


Helix TCS INC, and BIO-TECH MEDICAL SOFTWARE, INC.


 


Without prejudice to the provisions set out in the
Agreement for the Purchase and Sale of Future Receipts dated February 7, 2020, (“the Agreement”) between
Advantage Capital Funding (“Buyer”) and Helix TCS INC, and BIO-TECH MEDICAL SOFTWARE, INC., and at the request of
Seller, Seller has agreed to pay $660,000.00 in the following manner:


 


		●	Seller has agreed to pay $15,000 per week via a weekly ACH Debit for 8 weeks.



		●	Seller has agreed to then increase the payment amount to $20,000.00 per week via a weekly ACH Debit
for the next 27 weeks or until until the full RTR has been paid in full.



 


MERCHANT #1


 


	Zachary
    Venegas  	/s/
    Zachary Venegas	  (Signature)


 


MERCHANT
#2


 


	Scott
    Ogur  	/s/
    Scott Ogur	  (Signature)