Exhibit 10.25


 

group
                                         u:sa FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT This agreement (this "Agreement"),
                                         dated November 18, 2019, between Velocity Group USA Inc. and the seller(s) listed herein
                                         (collectively, the "Seller") (all capitalized terms shall have the meanings ascribed
                                         to them below): Business Legal Name: EDISON NATION, LLC --------------------------------------------------------D/B/A:
                                         EDISON NATION EIN #: 82-2199200 Form of Business Entity: lie ---------------------------------Physical
                                         Address: 520 Elliot Street, Charlotte, NC, 28202 Mailing Address: 1758 Red Hawk Way,
                                         Bethlehem, PA, 18015 PURCHASED AMOUNT: $337,500.00 SPECIFIED PERCENTAGE: 10% INITIALINSTALLMENT:
                                         PURCHASE PRICE: $250,000.00 Cf f-€ 1 FOR SELLER #1 FOR SELLER #2 rl By: ---------Name:
                                         Title: Owner/Agent/Manager Title: Owner/Agent/Manager Email: _ Email: cferguson@edisonnation.com
                                         Business Phone: --------Business Phone: (610) 829-1039 *Accurate contact information
                                         is required to provide the Seller with important information regarding the Agreement.
                                         Concurrently with the execution of this Agreement by Seller, and as condition to the
                                         effectiveness hereof, Seller has caused the Personal Guarantee of Performance in the
                                         form attached hereto as "Exhibit A" (the "Guaranty") to be signed and delivered to Velocity
                                         Group USA Inc. by the following Owner(s)/Guarantor(s) of Seller OWNER/GUARANTOR #2 OWNER/GUARANTOR
                                         #1 By: Name: _ SSN: _ SSN: ###-##-#### PHONE: _ PHONE: (610) 829-1039 Address: Address:
                                         1758 Red Hawk Way, Bethlehem, PA, 18015 Furthermore, in the event the Seller and/or Guarantor
                                         are comprised of more than one entity and/or individuals, then ALL such entities and/or
                                         individuals, respectively, shall sign the Addendum to this Agreement in the form attached
                                         hereto as Exhibit B (the "Addendum"). 1 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

WHEREAS,
                                         S l er is desirous to sell to Velocity Group USA Inc., and Velocity Group USA Inc., is
                                         desirous to purchase from Seller a Spec1f1ed Percentage of the Seller's Future Receipts,
                                         but only on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for
                                         ood anvaluable consideration, the mutual receipts and sufficiency of which is hereby
                                         acknowledged by both part1es, Veloc1ty Group USA Inc. and Seller hereby agree to the
                                         foregoing and as follows: l.Basic Terms and Definitions. a. "Effective Date" shall mean
                                         the later of: (i) the date set forth in the preamble to this Agreement, and (ii) the
                                         date when Velocity Group USA Inc. paid the Purchase Price to Seller. b. "Specified Percentage"
                                         shall mean the percentage set forth in the preamble to this Agreement of each and every
                                         sum from sale made by Seller of Future Receipts. c. "Future Receipts" shall mean, collectively,
                                         all of Seller's receipts of monies for the sale of its goods and services that monies
                                         shall be paid and delivered to Seller by Seller's customers and/or other vendees after
                                         the Effective Date of this Agreement; which payments or deliveries of monies can be made
                                         in the form of cash, check, credit, charge, or debit card, ACH or other electronic transfer
                                         or any other form of monetary payment and/or pecuniary benefit received by Seller."Weekly
                                         Receipts" shall mean the amount of Future Receipts received by Seller on a Weekly basis.
                                         d. "Purchased Amount" shall mean the total amount of the Specified Percentage of the
                                         Future Receipts that Seller shall be under obligation to deliver and pay over to Velocity
                                         Group USA Inc. pursuant to this Agreement. The Purchased Amount shall be the amount set
                                         forth under "Purchased Amount" in the preamble to this Agreement. e. "Purchase Price
                                         shall mean the total amount that Velocity Group USA Inc.. agrees to pay for the Purchased
                                         Amount. Note that theamount that Seller will actually receive from Velocity Group USA
                                         Inc. pursuant to this Agreement will be less than the Purchase Price by the total sum
                                         of the Applicable Fees, Prior Balance and the Origination Fee, if any, as set forth in
                                         subparagraphs i., j. and k. below. The Purchase Price is set forth in the Preamble to
                                         this Agreement. f. "Initial Weekly Installment" shall mean the fixed amount that Seller
                                         and Velocity Group USA Inc. agree to be a good faith approximation of the Specified Percentage
                                         of Seller's Weekly Future Receipts. Seller and Velocity Group USA Inc. further agree
                                         that the Initial Weekly Installment set forth in the Preamble to this Agreement is based
                                         upon the information provided by Seller to Velocity Group USA Inc. concerning Seller's
                                         most recent accounts receivables, including representations by the Seller to Velocity
                                         Group USA Inc. regarding the Seller's estimated Future Receipts, and subject to Seller's
                                         right of adjustment/reconciliation set forth in this Agreement. g. "Workday" shall mean
                                         Monday through Friday except on days when banking institutions are closed for the holidays
                                         and do not process ACH payments. h. "Applicable Fees" shall mean, collectively, all initial
                                         costs and fees that Seller agrees to pay to Velocity Group USA Inc. as consideration
                                         for agreeing to enter into this Agreement and that are described in Sections 17-19 of
                                         this Agreement. The total sum of the Applicable Fees will be deducted from the Purchase
                                         Price prior to delivering it to Seller pursuant to Seller's authorization set forth in
                                         Rider 3 to this Agreement, provided nevertheless that such deduction shall not be deemed
                                         to reduce the agreed upon Purchase Price or Purchased Amount. i. "Prior Balance" shall
                                         mean the sum of all amounts that Seller may owe to Velocity Group USA Inc. and/or third
                                         party(s) as of the Effective Date of this Agreement. The Prior Balance, if any, is described
                                         in Section 18 of this Agreement and will be deducted from the Purchase Price prior to
                                         delivering it to Seller pursuant to Seller's authorization set forth in Rider 2 to this
                                         Agreement, provided nevertheless that such deduction shall not be deemed to reduce the
                                         agreed upon Purchase Price. j. "Origination Fee" shall mean the fee that Velocity Group
                                         USA Inc. charges Seller for the costs of underwriting and processing Seller's application
                                         for funding. The Origination Fee, if any, is described in Section 19 of this Agreement
                                         and will be deducted from the Purchase Price prior to delivering it to Seller pursuant
                                         to Seller's authorization set forth in Rider 3 to this Agreement, provided nevertheless
                                         that such deduction shall not be deemed to reduce the agreed upon PurchasedPrice or Purchased
                                         Amount. k. In the event "Seller" is comprised of more than one entity, then: i. ii. The
                                         term "Seller" shall mean, individually and collectively, all such entities; and Each
                                         Seller is an "Affiliate" of all other Seller(s). The term "Affiliate" shall mean an entity
                                         or an individual that (1) controls, (2) is under the "Control", or (3) is under common
                                         Control with the entity or individual in question. The term "Control" shall mean direct
                                         or indirect ownership of more than 50% of the outstanding Velocity Group USA Inc. (11182019176639)
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voting
                                         stock of a corporation or other majority equity interest if not a corporation and the
                                         possession of power to direct or cause the direction of the management and policy of
                                         such corporation or other entity, whether through ownership of voting securities, by
                                         stature, or by contract; and The representations, warranties, covenants, obligations
                                         and liabilities of each Seller shall be joint and 111. several under this Agreement;
                                         and iv. The liability of each Seller under this Agreement shall be direct and immediate
                                         and shall not be c onditional or contingent upon the pursuance of any remedies against
                                         any other person or entity; and v. The terms "Specified Percentage", "Future Receipts",
                                         "Weekly Receipts", "Initial Weekly Installment" shall mean the Specified Percentage,
                                         the Future Receipts and the Weekly Receipts of each Seller individually; and v. The terms
                                         "Specified Percentage", "Future Receipts", "Weekly Receipts ", "Initial Weekly Installment"
                                         shall mean the Specified Percentage, the Future Receipts and the Weekly Receipts of each
                                         Seller individually; and vi. Velocity Group USA Inc. may pursue its rights and remedies
                                         under this Agreement against any one or any number of entities that constitute Seller
                                         without obligation to assert, prosecute or exhaust any remedy or claim against any other
                                         Seller or any Guarantor. In the event "Guarantor" is comprised of more than one individual.
                                         then: i. The term "Guarantor" shall mean, individually and collectively, all such individuals;
                                         and ii. Each Guarantor is an Affiliate of all other Guarantor(s); and 111. The representations,
                                         warranties, covenants, obligations and liabilities of each Guarantor shall be joint and
                                         several under this Agreement and the Guaranty; and iv. The liability of each Guarantor
                                         under this Agreement and the Guaranty shall be direct and immediate and shall not be
                                         conditional or contingent upon the pursuance of any remedies against any other person
                                         or entity; and v. Velocity Group USA Inc. may pursue its rights and remedies under this
                                         Agreement and/or Guaranty against any one or any number of individuals that constitute
                                         Guarantor without obligation to assert, prosecute or exhaust any remedy or claim against
                                         any other Guarantor or any Seller. 2. The Term. This Agreement for the purchase and sale
                                         of Future Receipts does not have a fixed duration or term, which is potentially infinite.
                                         Subject to the provisions of Sections 10-13 hereof, the term of this Agreement shall
                                         commence on the Effective Date and expire on the date (the "Expiration Date") when the
                                         Purchased Amount and all I. other sums due to Velocity Group USA Inc. pursuant to this
                                         Agreement are received by Velocity Group USA Inc. in full. 3. Sale of Purchased Future
                                         Receipts. Seller hereby sells, assigns, transfers and conveys (hereinafter, the "Sale")
                                         unto Velocity Group USA Inc. all of Seller' s right. title and interest in to the Specified
                                         Percentage of the Future Receipts until the Purchased Amount shall have been delivered
                                         by Seller to Velocity Group USA Inc. (hereinafter, the portion of the Future Receipts
                                         sold by Seller to Velocity Group USA Inc. pursuant to this Agreement, the "Purchased
                                         Future Receipts" ); to have and hold the same unto Velocity Group USA Inc., its successors
                                         and assigns, forever. This Sale of the Purchased Future Receipts is made without express
                                         or implied warranty to Velocity Group USA Inc. of collectability of the Purchased Future
                                         Receipts by Velocity Group USA Inc. and without recourse against Seller and/or Guarantor(s),
                                         except as specifically set forth in this Agreement. By virtue of this Agreement, Seller
                                         transfers to Velocity Group USA Inc. full and complete ownership of the Purchased Future
                                         Receipts and Seller retains no legal or equitable interest therein. 4. Pa ment of Purchase
                                         Price . In consideration of the sale by Seller to Velocity Group USA Inc. of the Purchased
                                         Future Receipts pursuant to this Agreement, Velocity Group USA Inc. agrees to pay to
                                         Seller the Purchase Price; the amount of the Purchase Price (reduced by the Applicable
                                         Fees, Prior Balance, and Origination Fee, if any) shall be delivered to Seller after
                                         execution of this Agreement. 5. Use of Purchase Price . Seller hereby acknowledges that
                                         it fully understands that: (i) Velocity Group USA Inc.'s ability to collect the Purchased
                                         Amount (or any portion thereof) is contingent upon Seller's continued operation of its
                                         business and successful generation of the Future Receipts until the Purchased Amount
                                         is delivered to Velocity Group USA Inc. in full; and (ii) that in the event of decreased
                                         efficiency or total failure of Seller's business Velocity Group USA Inc.'s receipt of
                                         the full or any portion of the Purchased Amount may be delayed indefinitely. Based upon
                                         the forgoing, Seller agrees to use the Purchase Price exclusively for the benefit and
                                         advancement of Seller's business operations and for no other purpose. 6. Initial Weekly
                                         Installments of Purchased Amount. The Purchased Amount shall be delivered by Seller to
                                         Velocity Group USA Inc. Weekly in the amount of the Initial Weekly Installment on each
                                         and every Workday commencing on the Effective Date and ending on the Expiration Date.
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7.
                                         A roved Bank Account and Credit Card Processor. During the term of this Agreement, Seller
                                         shall: (i) deposit all Future Receipts into one (and only one) bank account which bank
                                         account shall be acceptable and preapproved by Velocity Group USA Inc. (the "A roved
                                         Bank Account"). (ii) use one (and only one) credit card processor which processor shall
                                         be acceptable and preapproved by Velocity Group USA Inc. (the "A roved Processor") and
                                         (iii) deposit all credit card receipts into the Approved Bank Account. In the event the
                                         Approved Bank Account or Approved Processor shall become unavailable or shall cease providing
                                         services to Seller during the term of this Agreement, prior to the first date of such
                                         unavailability or cessation of services, Seller shall arrange for another Approved Bank
                                         Account or Approved Processor, as the case may be. 8. Authorization to Debit A roved
                                         Bank Account. Seller hereby authorizes Velocity Group USA Inc. to initiate electronic
                                         checks or ACH debits from the Approved Bank Account (which as of the Effective Date of
                                         this Agreement shall be the account listed below) in the amount of the Initial Weekly
                                         Installment on each Workday commencing on the Effective Date until Velocity Group USA
                                         Inc. receives the full Purchased Amount; *Seller shall provide Velocity Group USA Inc.
                                         with all access code(s) for the Approved Bank Account. The Initial Weekly Installment
                                         is to be drawn via ACH payment, from the following bank account: i. Account Number: 5205222695
                                         -----------------------------------------ii. Routing Number: 042102267 -----------------------------------------iii.Account
                                         Name: Edison Nation, LLC iii.Bank Name: BB&T ---------------------------------------------*NOTE
                                         that this authorization is to remain in full force and effect until Velocity Group USA
                                         Inc . receives written notification from Seller of its termination in such time and in
                                         such manner to afford Velocity Group USA Inc. a reasonable opportunity to act on it;
                                         provided, however, that revocation of this authorization prior to remittance of the balance
                                         under the Agreement shall constitute a breach thereunder, subject to Sections 10-13 herein.
                                         9. Fees Associated with Debiting Approved Bank Account It shall be Seller's exclusive
                                         responsibility to pay to its banking institution and/or Velocity Group USA Inc.'s banking
                                         institution directly (or to compensate Velocity Group USA Inc., in case it is charged)
                                         all fees, charges and expenses incurred by either Seller or Velocity Group USA Inc. due
                                         to rejected electronic checks or ACH debit attempts, overdrafts or rejections by Seller's
                                         banking institution of the transactions contemplated by this Agreement, including without
                                         limitation a $35.00 charge per bounced or rejected ACH debit. 10. Seller's Ri ht for
                                         Reconciliation. Seller and Velocity Group USA Inc. each acknowledges and agrees that:
                                         a. If at any time during the term of this Agreement Seller will experience unforeseen
                                         decrease or increase in its Weekly Receipts, Seller shall have the right, at its sole
                                         and absolute discretion, but subject to the provisions of Section 11 below, to request
                                         retroactive reconciliation of the Initial Weekly Installments for one (1) full calendar
                                         month immediately preceding the day when such request for reconciliation is received
                                         by Velocity Group USA Inc. (each such calendar month, a "Reconciliation Month"). b. Such
                                         reconciliation (the "Reconciliation") of the Seller's Initial Weekly Installment for
                                         a Reconciliation Month shall be performed by Velocity Group USA Inc. within five (5)
                                         Workdays following its receipt of the Seller's request for Reconciliation by either crediting
                                         or debiting the difference back to, or from, the Approved Bank Account so that the total
                                         amount debited by Velocity Group USA Inc. from the Approved Bank Account during the Reconciliation
                                         Month at issue is equal to the Specific Percentage of the Future Receipts that Seller
                                         collected during the Reconciliation Month at issue. c. One or more Reconciliation procedures
                                         performed by Velocity Group USA Inc. may reduce or increase the effective Initial Weekly
                                         Installment amount during the Reconciliation Month in comparison to the one set forth
                                         in Section 1 of this Agreement, and, asthe result of such reduction, the term of this
                                         Agreement during which Velocity Group USA Inc. will be debiting the Approved Bank Account
                                         may get shortened or extended indefinitely. 11. Reguest for Reconciliation Procedure.
                                         a. It shall be Seller's sole responsibility and the right hereunder to initiate Reconciliation
                                         of Seller's actual Initial Weekly Installments during any Reconciliation Month by sending
                                         a request for Reconciliation to Velocity Group USA Inc.. 4 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

b.
                                         Any such request for Reconciliation of the Seller's Initial Weekly Installments for a
                                         specific Reconciliation Month shall be in writing, shall include a copy of Seller 's
                                         bank statement, credit card processing statements, and pertinent aging report(s) for
                                         the Reconciliation Month at issue, and shall be received by Velocity Group USA Inc. via
                                         email cclark@velocitygroupusa.com with the subject line "REQUEST FOR RECONCILIATION,"
                                         within five (5) Workdays after the last day of the Reconciliation Month at issue (time
                                         being of the essence as to the last day of the period during which such demand for Reconciliation
                                         shall be received by Velocity Group USA Inc.). c. Velocity Group USA Inc.'s receipt of
                                         Seller's request for Reconciliation after the expiration of the five (5) Workday period
                                         following the last day of the Reconciliation Month for which such Reconciliation is requested
                                         nullifies and makes obsolete Seller's request for Reconciliation for that specific Reconciliation
                                         Month. d. Seller shall have the right to request Reconciliation as many times during
                                         the term of this Agreement as it deems proper, and Velocity Group USA Inc. shall comply
                                         with each such request, provided that: i.Each such request is made in accordance with
                                         the terms of this Section 11; and ii. If a request for Reconciliation is made after the
                                         expiration of the term of this Agreement and, as the result of such Reconciliation, the
                                         total amount actually debited by Velocity Group USA Inc. from the Approved Bank Account
                                         will become less than the Purchased Amount, then and in such event the term of this Agreement
                                         shall automatically be extended until the time when the total amount actually debited
                                         from Approved Bank Account pursuant to this Agreement shall become equal to the Purchased
                                         Amount. Nothing set forth in Sections 10 or 11 of this Agreement shall be deemed to:
                                         (i) provide Seller with the e. right to interfere with Velocity Group USA Inc.'s right
                                         and ability to debit the Approved Bank Account while the request for Reconciliation of
                                         Seller's receipts is pending or until the Purchased Amount is collected by Velocity Group
                                         USA Inc. in full, or (ii) modify the amount of the Initial Weekly Installment for any
                                         calendar month during the term of this Agreement other than during the Reconciliation
                                         Month (s) as the result of the Reconciliation. 12. Ad'ustment of the Initial Weeki Installment
                                         . Seller and Velocity Group USA Inc. each acknowledge and agree that: a. If at any time
                                         during the term of this Agreement Seller experiences a steady decrease in its Weekly
                                         Receipts, Seller shall have the right, at its sole and absolute discretion, but subject
                                         to the provisions of Section 13 below, to request modification ("Adjustment") of the
                                         amount of the Initial Weekly Installment that Seller is obligated to deliver Weekly to
                                         Velocity Group USA Inc. in accordance with the provisions of Section 6 above. Such Adjustment
                                         shall become effective as of the date it is granted and the new adjusted amount of the
                                         Initial Weekly Installment (the "Adjusted Weekly Installment") shall replace and supersede
                                         the amount of the Initial Weekly Installment set forth in Section 1above. b. The Adjustment
                                         of the Initial Weekly Installment shall be performed by Velocity Group USA Inc. within
                                         five (5) Workdays following its receipt of the Seller 's request for Adjustment by modifying
                                         the amount of the Initial Weekly Installment that shall be debited from the Approved
                                         Bank Account until the Purchased Amount is paid in full. Notwithstanding anything to
                                         the contrary set forth in Sections 12 and 13 hereof, no Adjustment shall take place until
                                         and unless Reconciliation for at least one (1) Reconciliation Month takes place resulting
                                         in the reduction of the total amount debited from Seller's Approved Bank Account during
                                         the Reconciliation Month by at least fifteen percent (15%) in comparison to the amount
                                         that would have been debited during that month without Reconciliation. c. One or more
                                         Adjustments performed by Velocity Group USA Inc. may substantially extend the term of
                                         this Agreement. 13. a. It shall be Seller's sole responsibility and the right to initiate
                                         the Adjustment by sending a request for Adjustment to Velocity Group USA Inc. b. A request
                                         for Adjustment (an "Adjustment Request") shall be in writing, and shall include copies
                                         of: (i) Seller's lastthree (3) consecutive bank statements of the Approved Bank Account,
                                         credit card processing 5 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

statements
                                         and any aging reports immediately preceding the date of Velocity Group USA Inc.'s receipt
                                         of the Adjustment Request, and (ii) Seller's bank statements and credit card processing
                                         statements previously provided by Seller to Velocity Group USA Inc. based upon which
                                         statements the amount of the Initial Weekly Installment set forth in Section 1 above
                                         (or the then current Adjusted Weekly Installment, as the case may be) was determined,
                                         and shall be received by Velocity Group USA Inc. by email at cclark@velocjtygroupusa.com,
                                         with the subject line "REQUEST FOR ADJUSTMENT," within five (5) Workdays after the date
                                         that is the later of (i) the last day of the latest bank statement enclosed with the
                                         Adjustment Request and (ii) the last date of the latest credit card processing statement
                                         enclosed with the Adjustment Request (time being of the essence as to the last day of
                                         the period during which an Adjustment Request shall be received by Velocity Group USA
                                         Inc.). c. Velocity Group USA Inc.'s receipt of a Seller's Adjustment Request after the
                                         expiration of the above referenced five (5) Workday period nullifies and makes obsolete
                                         such Adjustment Request. d. Seller shall have the right to request Adjustment of the
                                         Initial Weekly Installment, or the Adjusted Weekly Installment (as the case may be),
                                         as many times during the term of this Agreement as it deems proper, and Velocity Group
                                         USA Inc. shall comply in good faith with such request, provided that: i. Each such request
                                         for Adjustment is made in accordance with the terms of this Section 13; and ii. A request
                                         for Adjustment shall not be made after the Expiration Date. e. Nothing set forth in Sections
                                         12 or 13 of this Agreement shall be deemed to provide Seller with the right to (i) interfere
                                         with Velocity Group USA Inc.'s right and ability to debit the Approved Bank Account while
                                         the request for Adjustment is pending or until the Purchased Amount is collected by Velocity
                                         Group USA Inc. in full or (ii) request Adjustment retroactively for the portion of the
                                         term of this Agreement preceding the date of an Adjustment Request. a. Notwithstanding
                                         anything to the contrary set forth in this Agreement, Seller shall have the right, at
                                         any time after receipt from Velocity Group USA Inc. of the Purchase Price, and upon obtaining
                                         Velocity Group USA Inc .'s prior written consent, to accelerate delivery to Velocity
                                         Group USA Inc. of the then undelivered portion of the Purchased Amount of Future Receipts
                                         (such amount, the "Ou stand PAFR"). The delivery of the Outstanding PAFR shall be governed
                                         by the following subparagraphs b. The Outstanding PAFR can only be delivered in full
                                         and not partially. c. Seller shall request the right to accelerate the delivery of the
                                         Outstanding PAFR by notifying Velocity Group USA Inc. to that effect; provided that such
                                         notice shall be in writing (an email delivery shall be deemed acceptable) and shall contain
                                         the information on the source(s) of the funds to be used for delivery of the Outstanding
                                         PAFR and on the approximate date of such delivery. d. Velocity Group USA Inc. shall respond
                                         to Seller's request within three (3) Workdays from the date of its receipt by Velocity
                                         Group USA Inc.. In its response to Seller's request, Velocity Group USA Inc. shall indicate
                                         the exact amount of the Outstanding PAFR as of the date of its delivery by Seller.Velocity
                                         Group USA Inc. shall respond to Seller's request within three (3) Workdays from the date
                                         of its receipt by Velocity Group USA Inc.. As of the date agreed upon as between Velocity
                                         Group USA Inc. and Seller, Seller shall deliver to Velocity Group USA Inc. the full amount
                                         of the Outstanding PAFR (such date, the "Accelerated Delivery e. f. Date"). g. Under
                                         no circumstances shall Seller suspend or modify, or cause to be suspended or modified,
                                         the delivery to Velocity Group USA Inc. of the Initial Weekly Installments prior to the
                                         delivery of the Outstanding PAFR to Velocity Group USA Inc.. h. Upon delivery of the
                                         Outstanding PAFR to Velocity Group USA Inc. in compliance with the provisions of this
                                         Section 14, Seller's obligations to Velocity Group USA Inc. pursuant to this Agreement
                                         shall be deemed completed and fulfilled. 6 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

15.
                                         a. Velocity Group USA Inc. shall notify the Approved Bank Account and request from it
                                         to stop transferring Initial Weekly Installments to Velocity Group USA Inc.·s·
                                         bank account. b. If Velocity Group USA Inc. shall have received one or more Initial Weekly
                                         Installment (or Adjusted Weekly Installment, as the case may be) after the Accelerated
                                         Delivery Date (due to the Approved Bank's delay in processing Velocity Group USA Inc.'s
                                         request described in subparagraph (a) above or for any other reason). Velocity Group
                                         USA Inc. shall immediately do one of the two following things (but not both): i. Return
                                         to Seller the total sum of the Initial Weekly Installments (or the Adjusted Weekly Installments,
                                         as the case may be) received by Velocity Group USA Inc. after the date of delivery of
                                         the Outstanding PAFR to Velocity Group USA Inc.; or Apply the total sum of the Initial
                                         Weekly Installments (or the Adjusted Weekly Installments, as the case may be) received
                                         by Velocity Group USA Inc. after the Accelerated Delivery Date toward Seller's outstanding
                                         financial obligations to Velocity Group USA Inc. existing as of the Accelerated Delivery
                                         Date for reasons unrelated to this Agreement (if any). By way of example, if as of the
                                         Accelerated Delivery Date, Seller and Velocity Group USA Inc. would be parties to a another
                                         future receivables sale and purchase agreement in connection with a portion of Seller's
                                         Future Receipts that is not subject to this Agreement (such agreement, an "Unrelated
                                         Future A reement"). then and in such event Velocity Group USA Inc. may, in its sole and
                                         absolute discretion, apply the sum of the Initial Weekly Installments (or the Adjusted
                                         Weekly Installments, as the case may be) received by Velocity Group USA Inc. after the
                                         Accelerated Delivery Date pursuant to this Agreement toward fulfilling Seller's obligations
                                         to Velocity Group USA Inc. pursuant to the Unrelated Future Agreement. ii. A. c. Seller
                                         acknowledges and agrees that Velocity Group USA Inc. shall have the right to apply the
                                         total sum of the Initial Weekly Installments (or Adjusted Weekly Installments, as the
                                         case may be) received by Velocity Group USA Inc. after the Accelerated Delivery Date
                                         toward Seller's outstanding financial obligations to Velocity Group USA Inc. existing
                                         as of the Accelerated Delivery Date for reasons unrelated to this Agreement (if any)
                                         in exchange for, and as an adequate and sufficient consideration for, Velocity Group
                                         USA Inc. granting Seller the right to accelerate the payment of the Purchased Amount
                                         of Future Receipts. 16. Risk Sharing Acknowledgments and Arran ements. a. Seller and
                                         Velocity Group USA Inc. each hereby acknowledges and agrees that: i. ii. The Purchased
                                         Future Receipts represent a portion of Seller's Future Receipts. This Agreement consummates
                                         the sale of the Purchased Future Receipts at a discount, not the borrowing of funds by
                                         Seller from Velocity Group USA Inc. Velocity Group USA Inc. does not charge Seller and
                                         will not collect from Seller any interest on the monies used by Velocity Group USA Inc.
                                         for the purchase of the Purchased Future Receipts. The period of time that it will take
                                         Velocity Group USA Inc. to collect the Purchased Amount is not fixed, is unknown to both
                                         parties as of the Effective Date of this Agreement and will depend on how well or not
                                         well Seller's business will be performing following the Effective Date. As an extreme
                                         example, in the event Seller's business ceases to exist after Velocity Group USA Inc.'s
                                         purchase of the Purchased Future Receipts as a result of a drying up of revenues for
                                         reasons outside Seller's control, Velocity Group USA Inc. may never collect all or a
                                         substantial portion of the Purchased Future Receipts and will never recover the moneys
                                         it spent on such purchase. 7 Velocity Group USA Inc. (1118201917 6639)





    	 



    	 



    

 

iii.
                                         The amount of the Initial Weekly Installment set forth in Section 1of this Agreement
                                         is calculated based upon the information concerning an average amount of Weekly Receipts
                                         collected by Seller's business immediately prior to the Effective Date of this Agreement.
                                         as well as representations regarding the Seller's estimated Future Receipts, which information
                                         was provided by the Seller to Velocity Group USA Inc. The amounts of Seller's future
                                         Weekly Receipts may increase or decrease over time. If, based upon the Reconciliation
                                         and/or the Adjustment procedures described above, it will be determined that the actual
                                         Weekly amounts of the Specified Percentage of the Future Receipts get reduced in comparison
                                         to the amount of the Initial Weekly Installment as of the Effective Date set forth in
                                         Section 1 of this Agreement, and in comparison to the amount that both Seller and Velocity
                                         Group USA Inc. may have anticipated or projected because Seller's business has slowed
                                         down, or if the full Purchased Amount is not remitted because Seller's business went
                                         bankrupt or otherwise ceased operations in the ordinary course of business (but not due
                                         to Seller's willful or negligent mishandling of its business or due to Seller's failure
                                         to comply with its obligations under this Agreement). Seller would not be in breach of
                                         or in default under this Agreement. iv. v. b. Velocit Grou USA Inc.'s Risk Acknowled
                                         ments. Velocity Group USA Inc. agrees to purchase the Purchased Future Receipts knowing
                                         the risks that Seller's business may slow down or fail, and Velocity Group USA Inc. assumes
                                         this risk based exclusively upon the information provided to it by Seller and related
                                         to the business operations of Seller's business prior to the date hereof, and upon Seller's
                                         representations, warranties and covenants contained in this Agreement that are designed
                                         to give Veloc ity Group USA Inc. a reasonable and fair opportunity to receive the benefit
                                         of its bargain. Furthermore, Velocity Group USA Inc. hereby acknowledges and agrees that
                                         Seller shall be excused from performing its obligations under this Agreement in the event
                                         Seller's business ceases its operations exclusively due to the following reasons (collectively,
                                         the "Valid Excuses"): i. adverse business conditions that occurred for reasons outside
                                         Seller's control and not due to Seller's willful or negligent mishandling of its business;
                                         loss of the premises where the business operates (but not due to Seller's breach of its
                                         obligations to its landlord). provided however that Seller does not continue and/or resume
                                         business operations at another location; bankruptcy of Seller; and/or natural disasters
                                         or similar occurrences beyond Seller's control. plication of Amounts Received b Velocity
                                         Group USA Inc. Velocity Group USA Inc. reserves ii. iii. iv. c. A the right to apply
                                         amounts received by it under this Agreement to any fees or other charges due to Velocity
                                         Group USA Inc. from Seller prior to applying such amounts to reduce the outstanding amount
                                         of the Purchased Amount. Any ACH payments and/or payments which clear after the Effective
                                         Date of this Agreement shall be applied to the balance hereunder. d. Not a Loan. Seller
                                         and Velocity Group USA Inc. agree that the Purchase Price is paid to Seller in consideration
                                         for the acquisition of the Purchased Future Receipts and that payment of the Purchase
                                         Price by Velocity Group USA Inc. is not intended to be, nor shall it be construed as,
                                         a loan from Velocity Group USA Inc. to Seller that requires absolute and unconditional
                                         repayment on a maturity date. To the contrary, Velocity Group USA Inc.'s ability to receive
                                         the Purchased Amount pursuant to this Agreement, and the date when the Purchased Amount
                                         is delivered to Velocity Group USA Inc. in full (if ever) are subject to and conditioned
                                         upon performance of Seller's business. If, nevertheless, a court having jurisdiction
                                         over this Agreement and the parties hereto shall have determined that Velocity Group
                                         USA Inc. has charged or received interest hereunder in excess of the highest rate allowed
                                         by law, then the rate of such interest received by Velocity Group USA Inc. shall automatically
                                         be reduced to the maximum rate permitted by applicable law and Velocity Group USA Inc.
                                         shall promptly refund to Seller any interest received by Velocity Group USA Inc. in excess
                                         of the maximum lawful rate. 17. Applicable Fees. Seller acknowledges that the Applicable
                                         Fees were agreed upon between Seller and Velocity Group USA Inc. prior to Seller entering
                                         into this Agreement, were subject to arm-length negotiation between Velocity Group USA
                                         Inc. and Seller, and a list of any of the Applicable Fees is set forth in Rider 3 of
                                         this Agreement, which is attached hereto and made a part hereof. 8 Velocity Group USA
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18.
                                         Prior Balance. Seller represents and warrants that Rider 2, which is attached hereto
                                         and made a part hereof, contains true and correct information as to the name(s) of Seller's
                                         creditors and the amounts that Seller owes each of those creditors as of the Effective
                                         Date (and these amounts being a portion of the Prior Balance). and that as of the date
                                         hereof there are no creditors of Seller which may otherwise encumber the Purchased Future
                                         Receipts other than those listed in Rider 2. Seller indemnifies and holds harmless Velocity
                                         Group USA Inc. for any and all damages and losses (including without limitation legal
                                         fees and expenses) incurred by Velocity Group USA Inc. as the result of such representation
                                         being untrue, incorrect or incomplete. Origination Fee Seller hereby agrees for Velocity
                                         Group USA Inc. to withhold from the Purchase Pricethe Origination Fee contained in Rider
                                         3, which is attached hereto and made a part hereof. No Reduction of Purchase Price. Seller
                                         hereby: (i) agrees to pay the Applicable Fee, the Prior Balance and the 19. 20. Origination
                                         Fee (the sum of those, hereinafter, the "Closing Costs") in full; (ii) hereby authorizes
                                         Velocity Group USA Inc. to apply a portion of the Purchase Price due to Seller pursuant
                                         to this Agreement toward satisfaction of Seller's obligation to pay the Closing Costs
                                         by deducting the amount of the Agreement Fees from the Purchase Price prior to delivering
                                         it to Seller; and (iii) agrees that deduction of the Closing Costs from the Purchase
                                         Price shall not be deemed to be a reduction of the Purchase Price. REPRESENTATIONS, WARRANTIES
                                         AND COVENANTS 21. Seller represents, warrants and covenants that as of this date and
                                         during the term of this Agreement: a. Financial Condition and Financial Information.
                                         Seller's bank and financial statements, copies of which have been furnished to Velocity
                                         Group USA Inc., and future statements which may be furnished hereafter pursuant to this
                                         Agreement or upon Velocity Group USA Inc. 's request, fairly represent the financial
                                         condition of Seller as of the dates such statements were issued, and prior to execution
                                         of the Agreement there has been no material adverse changes, financial or otherwise,
                                         in such condition, operation or ownership of Seller. Seller has a continuing, affirmative
                                         obligation to advise Velocity Group USA Inc. of any material adverse change in its financial
                                         condition, operation or ownership, and/or online banking log-in credentials. Velocity
                                         Group USA Inc. may request Seller's bank statements at any time during the term of this
                                         Agreement and Seller shall provide them to Velocity Group USA Inc. within two (2) Workdays.
                                         Seller's failure to do so, and/or cutting off Velocity Group USA Inc.'s online access
                                         to the Approved Bank Account, is a material breach of this Agreement. b. Governmental
                                         A rovals. Seller is in compliance and, during the term of this Agreement, shall be in
                                         compliance with all laws and has valid permits, authorizations and licenses to own, operate
                                         and lease its properties and to conduct the business in which it is presently engaged.
                                         c. Good Standing. Seller is a corporation/limited liability company/limited partnership/other
                                         type of entity that is in good standing and duly incorporated or otherwise organized
                                         and validly existing under the laws of its jurisdiction of incorporation or organization
                                         and has full power and authority necessary to carry its business as it is now being conducted.
                                         d. Authorization. Seller has all requisite power to execute, deliver and perform this
                                         Agreement and consummate the transactions contemplated hereunder; entering into this
                                         Agreement will not result in breach or violation of, or default under, any agreement
                                         or instrument by which Seller is bound or any statute, rule, regulation, order or other
                                         law to which Seller is subject, nor require the obtaining of any consent, approval, permit
                                         or license from any governmental authority having jurisdiction over Seller. All organizational
                                         and other proceedings required to be taken by Seller to authorize the execution, delivery
                                         and performance of this Agreement have been taken. The person signing this Agreement
                                         on behalf of Seller has full power and authority to bind Seller to perform its obligations
                                         under this Agreement. e. Accountin Records and Tax Returns. Seller will treat receipt
                                         of the Purchase Price and payment of the Purchased Amount in a manner evidencing sale
                                         of its future receipts in its accounting records and tax returns and further agrees that
                                         Velocity Group USA Inc. is entitled to audit Seller's accounting records upon reasonable
                                         notice in order to verify compliance. Seller hereby waives any rights of privacy, confidentiality
                                         or taxpayer privilege in any litigation or arbitration arising out of this Agreement
                                         in which Seller asserts that this transaction is anything other than a sale of future
                                         receipts. f. Taxes; Workers Compensation Insurance. Seller has paid and will promptly
                                         pay, when due, all taxes, including without limitation, income, employment, sales and
                                         use taxes, imposed upon Seller's business by law, and will maintain workers compensation
                                         insurance required by applicable governmental authorities. 9 Velocity Group USA Inc.
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g.
                                         Business Insurance. Seller maintains and will maintain general liability and business-interruption
                                         insurance naming Velocity Group USA Inc. as loss payee and additional insured in the
                                         amounts and against risks as are satisfactory to Velocity Group USA Inc. and shall provide
                                         Velocity Group USA Inc. proof of such insurance upon request. h. Electronic Check Processin
                                         A reement. Seller shall not change its Approved Processor, add terminals, change its
                                         Approved Bank Account(s) or take any other action that could have any adverse effect
                                         upon Seller's obligations or impede Velocity Group USA Inc.'s rights under this Agreement,
                                         without Velocity Group USA Inc.'s prior written consent. i. No Diversion of Future Recei
                                         ts. Seller shall not allow any event to occur that would cause a diversion of any portion
                                         of Seller's Future Receipts from the Approved Bank Account or Approved Processor without
                                         Velocity Group USA Inc.'s written permission. j. Chan e of Name or Location. Seller,
                                         any successor-in-interest of Seller, and Guarantor shall not conduct Seller's businesses
                                         under any name other than as disclosed to the Approved Processor and Velocity Group USA
                                         Inc., shall not change and/or transfer ownership in/of the Seller and will not change
                                         any of its places of business without first obtaining Velocity Group USA Inc.'s written
                                         consent. k. Prohibited Business Transactions. Seller shall not: (i) transfer or sell
                                         all or substantially all of its assets (including without limitation the Collateral (as
                                         such term is defined in Section 22) or any portion thereof) without first obtaining Velocity
                                         Group USA Inc.'s consent; or (ii) make or send notice of its intended bulk sale or transfer.
                                         I. No Closin of Business. Seller will not sell, dispose, transfer or otherwise convey
                                         all or substantially all of its business or assets without first: (i) obtaining the express
                                         written consent of Velocity Group USA Inc., and (ii) providing Velocity Group USA Inc.
                                         with a written agreement of a purchaser or transferee of Seller's business or assets
                                         to assume all of Seller's obligations under this Agreement pursuant to documentation
                                         satisfactory to Velocity Group USA Inc. Seller represents that it has no current plans
                                         to close its business either temporarily (for renovations, repairs or any other purpose).
                                         or permanently. Seller agrees that until Velocity Group USA Inc. shall have received
                                         the Purchased Amount in full, Seller will not voluntarily close its business on a permanent
                                         or temporarily basis for renovations, repairs, or any other purposes. Notwithstanding
                                         the foregoing, Seller shall have the right to close its business temporarily if such
                                         closing is necessitated by a requirement to conduct renovations or repairs imposed upon
                                         Seller's business by legal authorities having jurisdiction over Seller's business (such
                                         as from a health department or fire department). or if such closing is necessitated by
                                         circumstances outside Seller's reasonable control. Prior to any such temporary closure
                                         of its business, Seller shall provide Velocity Group USA Inc. ten (10) business days
                                         advance notice. m. No Pendin Bankru tc , As of the date of Seller's execution of this
                                         Agreement, Seller is not insolvent, has not filed,and does not contemplate filing, any
                                         petition for bankruptcy protection under Title 11 of the United States Code and there
                                         has been no involuntary bankruptcy petition brought or pending against Seller. Seller
                                         represents that it has not consulted with a bankruptcy attorney on the issue of filing
                                         bankruptcy or some other insolvency proceeding within six months immediately preceding
                                         the date of this Agreement n. Estoppel Certificate. Seller will at any time, and from
                                         time to time, upon at least one (1) day 's prior notice from Velocity Group USA Inc.
                                         to Seller, execute, acknowledge and deliver to Velocity Group USA Inc. and/or to any
                                         other person or entity specified by Velocity Group USA Inc., a statement certifying that
                                         this Agreement is unmodified and in full force and effect (or, if there have been modifications,
                                         that the same is in full force and effect as modified and stating the modification(s)
                                         and stating the date(s) on which the Purchased Amount or any portion thereof has been
                                         repaid. o. Unencumbered Future Recei ts. Seller has and will continue to have good, complete
                                         and marketable title to all Future Receipts, free and clear of any and all liabilities,
                                         liens, claims, changes, restrictions, conditions, options, rights, mortgages, security
                                         interests, equities, pledges and encumbrances of any kind or nature whatsoever or any
                                         other rights or interests other than by virtue or entering into this Agreement. Seller
                                         specifically warrants and represents that it is not currently bound by the terms of any
                                         future receivables and/or factoring agreement which may encumber in any way the Future
                                         Receipts. p. No Stackin Seller shall not further encumber the Future Receipts, without
                                         first obtaining written consent of Velocity Group USA Inc. 10 Velocity Group USA Inc.
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q.
                                         Business Pur ose. Seller is entering into this Agreement solely for business purposes
                                         and not as a consumer for personal. family or household purposes. r. No Default Under
                                         Contracts with Third Parties. Seller's execution of and/or performance of its obligations
                                         under this Agreement will not cause or create an event of default by Seller under any
                                         contract, which Seller is or may become a party to. s. Ri ht of Access. In order to ensure
                                         Seller's compliance with the terms of this Agreement, Seller hereby grants Velocity Group
                                         USA Inc. the right to 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 Approved Processor and to ensure that Seller has not violated any other provision
                                         of this Agreement. Furthermore, Seller hereby grants Velocity Group USA Inc. and its
                                         employees and consultants access to Seller's employees and records and all other items
                                         of property located at the Seller's place of business during the term of this Agreement.
                                         Seller hereby agrees to provide Velocity Group USA Inc., upon request, all and any information
                                         concerning Seller's business operations, banking relationships, names and contact information
                                         of Seller's suppliers, vendors and landlord(s), to allow Velocity Group USA Inc. to interview
                                         any of those parties. t. Phone Recordin s and Contact. Seller agrees that any call between
                                         Seller and Velocity Group USA Inc. and its owners, managers, employees and agents may
                                         be recorded and/or monitored. Furthermore, Seller acknowledges and agrees that: (i) it
                                         has an established business relationship with Velocity Group USA Inc., its managers.
                                         employees and agents (collectively, the "Velocity Group USA Inc. Parties") and that Seller
                                         may be contacted by any of the Velocity Group USA Inc. Parties from time-to-time regarding
                                         Seller's performance of its obligations under this Agreement or regarding other business
                                         transactions; (ii) it will not claim that such communications and contacts are unsolicited
                                         or inconvenient; and (iii) any such contact may be made by any of the Velocity Group
                                         USA Inc. Parties in person or at any phone number (including mobile phone number). email
                                         addresses. or facsimile number belonging to Seller's office, or its owners, managers,
                                         officers. or employees. u. Knowled e and Ex erience of Decision Makers. . The persons
                                         authorized to make management and financial decisions on behalf Seller with respect to
                                         this Agreement have such knowledge, experience and skill in financial and business matters
                                         in general and with respect to transactions of a nature similar to the one contemplated
                                         by this Agreement so as to be capable of evaluating the merits and risks of, and making
                                         an informed business decision with regard to, Seller entering into this Agreement. v.
                                         Seller's Due Dili ence. The person authorized to sign this Agreement on behalf of Seller:
                                         (i) has received all information that such person deemed necessary to make an informed
                                         decision with respect to a transaction contemplated by this Agreement; and (ii) has had
                                         unrestricted opportunity to make such investigation as such person desired pertaining
                                         to the transaction contemplated by this Agreement and verify any such information furnished
                                         to him or her by Velocity Group USA Inc. w. Consultation with Counsel. The person(s)
                                         signing this Agreement of behalf of Seller: (a) has read and fully understands the content
                                         of this Agreement; (b) has consulted to the extent he/she wished with Seller's own counsel
                                         in connection with the entering into this Agreement; (c) has made sufficient investigation
                                         and inquiry to determine whether this Agreement is fair and reasonable to Seller, and
                                         whether this Agreement adequately reflects his or her understanding of its terms. x.
                                         Velocit Grou USA Inc.'s Consent. Seller agrees that in every instance Seller's rights
                                         under this Agreement are contingent upon first obtaining Velocity Group USA Inc.'s consent,
                                         such consent may be withheld, granted or conditioned at Velocity Group USA Inc.'s sole
                                         and absolute discretion. Y. No Reliance on Oral Re resentations. This Agreement contains
                                         the entire agreement between Seller and Velocity Group USA Inc. with respect to the subject
                                         matter of this Agreement and supersedes each course of conduct previously pursued or
                                         acquiesced in, and each oral agreement and representation previously made, by Velocity
                                         Group USA Inc. or any of the Velocity Group USA Inc. Parties with respect thereto (if
                                         any). whether or not relied or acted upon. No course of performance or other conduct
                                         subsequently pursued or acquiesced in, and no oral agreement or representation subsequently
                                         made, by the Velocity Group USA Inc. Parties, whether or not relied or acted upon, and
                                         no usage of trade, whether or not relied or acted upon, shall amend this Agreement or
                                         impair or otherwise affect Seller's obligations pursuant to this Agreement or any rights
                                         and remedies of the parties to this Agreement. 11 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

Z.
                                         No Additional Fees Char ed. Seller hereby acknowledges and agrees that: (i) other than
                                         the Closing Costs, if any, set forth in Sections 17-19 herein, Velocity Group USA Inc.
                                         is NOT CHARGING ANY ADDITIONAL FEES OR CLOSING COSTS to Seller; and (ii) if Seller is
                                         charged with any fee and/or cost not listed in Sections 17-19 hereof, such fee is not
                                         charged by Velocity Group USA Inc.. Moreover, as all working capital received under this
                                         Agreement is required to ensure Seller 's continued success, Seller warrants and covenants
                                         not to pay any fee and/or commission with regard to this transaction other than as provided
                                         for herein. PLEDGE OF SECURITY 22. Pled e. As security for the prompt and complete payment
                                         and performance of any and all liabilities, obligations, covenants or agreements of Seller
                                         under this Agreement (and any future amendments of this Agreement, if any) (hereinafter
                                         referred to collectively as the "Obligations"). Seller hereby pledges, assigns and hypothecates
                                         to Velocity Group USA Inc. (collectively, "Pledge") and grants to Velocity Group USA
                                         Inc. a continuing, perfected and first priority lien upon and security interest in, to
                                         and under all of Seller's right, title and interest in and to the following (collectively,
                                         the "Collateral"). whether now existing or hereafter from time to time acquired: a. all
                                         accounts, including without limitation, all deposit accounts, accounts-receivable, and
                                         other receivables, chattel paper, documents, equipment, general intangibles, instruments,
                                         and inventory, as those terms a r e defined by Article 9 of the Uniform Commercial Code
                                         (the "UCC"). now or hereafter owned or acquired by Seller; and b all Seller's proceeds,
                                         as such term is defined by Article 9 of the UCC. 23. Termination of Pled e.Upon the payment
                                         and performance by Seller in full of the Obligations, the security interest in the Collateral
                                         pursuant to this Pledge shall automatically terminate without any further act of either
                                         party being required, and all rights to the Collateral shall revert to Seller. Upon any
                                         such termination, Velocity Group USA Inc. will execute, acknowledge (where applicable)
                                         and deliver such satisfactions, releases and termination statements, as Seller shall
                                         reasonably request. Re resentations with Res ect to Collateral. Seller hereby represents
                                         and warrants to Velocity Group USA Inc. 24. that the execution, delivery and performance
                                         by Seller of this Pledge, and the remedies in respect of the Collateral under this Pledge
                                         (i) have been duly authorized; (ii) do not require the approval of any governmental authority
                                         or other third party or require any action of, or filing with, any governmental authority
                                         or other third party to authorize same (other than the filing of the UCC -1s); and (iii)
                                         do not and shall not (A) violate or result in the breach of any provision of law or regulation,
                                         any order or decree of any court or other governmental authority, and/or (B) violate,
                                         result in the breach of or constitute a default under or conflict with any indenture,
                                         mortgage, deed of trust, agreement or any other instrument to which Seller is a party
                                         or Further Assurances. Upon the request of Velocity Group USA Inc., Seller, at Seller's
                                         sole cost and expense, shall 25. execute and deliver all such further UCC-1s, continuation
                                         statements, assurances and assignments of the Collateral and consents with respect to
                                         the pledge of the Collateral and the execution of this Pledge, and shall execute and
                                         deliver such further instruments, agreements and other documents and do such further
                                         acts and things, as Velocity Group USA Inc. may request in order to more fully effectuate
                                         the purposes of this Pledge and the assignment of the Collateral and obtain the full
                                         benefits of this Pledge and the rights and powers herein created 26. Attorne -in-Fact.
                                         Seller hereby authorizes Velocity Group USA Inc. at any time to take any action and to
                                         execute any instrument, including without limitation to file one or more financing statements
                                         and/or continuation statements, to evidence and perfect the security interest created
                                         hereby and irrevocably appoints Velocity Group USA Inc. as its true and lawful attorney-in-fact,
                                         which power of attorney shall be coupled with an interest, with full authority in the
                                         place and stead of Seller and in the name of Seller or otherwise, from time to time,
                                         in Velocity Group USA Inc.'s sole and absolute discretion, including without limitation
                                         (a) for the purpose of executing such statements in the name of and on behalf of Seller,
                                         and thereafter filing any such financ ing and/or continuation statements, and (b) to
                                         receive, endorse and collect all instruments made payable to Seller. EVENTS OF DEFAULT
                                         AND REMEDIES 27. Events of Default. The occurrence of any of the following events shall
                                         constitute an "Event of Default" by Seller: a. Seller shall violate any term, condition
                                         or covenant in this Agreement governing Seller's obligations of timely delivery and in
                                         full of Initial Weekly Installments (or Adjusted Weekly Installments, as the case may
                                         be) to Velocity Group USA Inc., and timely and in full payment to Velocity Group USA
                                         Inc. of any other sums due for any reason whatsoever other than as the result of Seller's
                                         business ceasing its operations exclusively due to any of the Valid Excuses. 12 Velocity
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b.
                                         Any representation or warranty by Seller made in this Agreement shall prove to have been
                                         incorrect, false or misleading in any material respect when made. Seller shall default
                                         under any of the terms, covenants and conditions of any other agreement with Velocity
                                         Group USA lnc.(if any) which is related to the instant Agreement. · Seller uses
                                         multiple depository accounts without obtaining prior written consent of Velocity Group
                                         USA Inc. in each instance. Seller fails to deposit any portion of its Future Receipts
                                         into the Approved Bank Account; Seller changes the Approved Bank Account or Approved
                                         Processor without obtaining prior written consent of Velocity Group USA Inc. in each
                                         instance. Seller interferes with Velocity Group USA Inc. collection of Initial Weekly
                                         Installments (or Adjusted Weekly Installments, as the case maybe), or if there are two
                                         (2) or more ACH transactions attempted by Velocity Group USA Inc.that are rejected by
                                         Seller's bank for any reason. The Guaranty shall for any reason cease to be in full force
                                         and effect. c. d. e. f. g. h. 28. Default under the A reement. In case any Event of Default
                                         occurs and is not waived by Velocity Group USA Inc., in writing, Velocity Group USA Inc.
                                         may declare Seller in default under this Agreemen ho ot l'lt1tlte. .i_..., W ( .f+...
                                         WC" c '11'\. t>C)I - • c.F­ 29. Seller's Obligations Upon Default. Upon occurrence
                                         of an Event of Default due to Seller's breach of its obligations under this Agreement,
                                         Seller shall immediately deliver to Velocity Group USA Inc. the entire unpaid portion
                                         of the Purchased Amount. In addition, Seller shall also pay to Velocity Group USA Inc.,
                                         as additional damages, any reasonable expenses incurred by Velocity Group USA Inc. in
                                         connection with recovering the monies due to Velocity Group USA Inc. from Seller pursuant
                                         to this Agreement, including without limitation the costs of retaining collection firms
                                         and reasonable attorneys' fees and disbursements (collectively,"Reasonable Damages").
                                         The parties agree that Velocity Group USA Inc. shall not be required to itemize or prove
                                         its Reasonable Damages and that the fair value of the Reasonable Damages shall be calculated
                                         as thirty-three percent (33%) of the undelivered portion of the Purchased Amount of Future
                                         Receipts upon the occurrence of an event of default, or five thousand dollars ($5,000.00).
                                         whichever is greater. The entire sum due to Velocity Group USA Inc. pursuant to this
                                         Section 29 shall bear simple interest from the Default Payment Date until is paid in
                                         full, at the rate of 9.00% per annum (and such interest shall accrue Weekly). Remedies
                                         U on Default. Upon Seller's default, Velocity Group USA Inc. may immediately proceed
                                         to protect and enforce its rights under this Agreement and/or Guaranty by: 30. a. Enforcing
                                         its rights as a secured creditor under the Uniform Commercial Code including, without
                                         limitation, notifying any account debtor(s) of Seller as the term is defined below, of
                                         Velocity Group USA Inc.'s security interest; Enforcing the provisions of the Personal
                                         Guarantee of Performance against the Guarantor(s) without first seeking recourse from
                                         Seller; Filing the affidavit of confession of judgment (the "Affidavit"). if any, executed
                                         by the Guarantor(s). individually and on Seller's behalf, jointly and severally, in connection
                                         with this Agreement in the amount of the unpaid portion of the Purchased Amount, plus
                                         the Reasonable Damages, entering judgment with the Clerk of the Court, without notice,
                                         and executing thereon (NOTE THAT THIS CONFESSION OF JUDGMENT PROVISION CONSTITUTES A
                                         WAIVER OF IMPORTANT RIGHTS THAT SELLER AND/GUARANTOR MAY HAVE AS PARTIES IN DEFAULT UNDER
                                         THE TERMS OF THIS AGREEMENT AND/OR GUARANTY, AND ALLOWS Velocity Group USA Inc. TO OBTAIN
                                         A JUDGMENT AGAINST EITHER SELLER AND/OR GUARANTOR WITHOUT NOTICE); Notifying Seller's
                                         credit card processor of the sale of Future Purchase Receipts hereunder and to direct
                                         such credit card processor to make payment to Velocity Group USA Inc. of all or any portion
                                         of the amounts received by such credit card processor on behalf of Seller. Commencing
                                         a suit in law and/or equity, whether for the specific performance of any covenant, agreement
                                         or other provision contained herein, or to enforce the discharge of Seller's obligations
                                         hereunder (including the Personal Guarantee) or any other legal or equitable right or
                                         remedy including without limitation Velocity Group USA Inc.'s rights of a secured party
                                         under the UCC. b. c. d. e. cJ... C<.dl.() a.J ( joe.o) h -/4(\-v'/ f. ('< ·I
                                         v0\ Five. d c v(e. q IJil to<:-C¥-a d fo..sl.f , no ict { 13 Velocity Group USA
                                         Inc. (11182019176639)





    	 



    	 



    

 

31.
                                         Remedies are not Exclusive. All rights, powers and remedies of Velocity Group USA Inc.
                                         in connection with this Agreement set forth herein may be exercised at any time after
                                         the occurrence of any Event of Default, are cumulative and not exclusive and shall be
                                         in addition to any other rights, powers or remedies provided to Velocity Group USA Inc.
                                         by law or equity. 32. Power of Attorne . Seller irrevocably appoints Velocity Group USA
                                         Inc. and its representatives as its agents and attorneys-in-fact with full authority
                                         to take any action or execute any instrument or document to do the following: (A) to
                                         settle all obligations due to Velocity Group USA Inc. from any credit card processor
                                         and/or account debtor(s) of Seller; (B) upon occurrence of an Event of Default to perform
                                         any and all obligations of Seller under this Agreement, including without limitation
                                         (i) to protect the value of the Collateral by obtaining the required insurance; (ii)
                                         to collect monies due or to become due under or in respect of any of the Collateral;
                                         (iii) to receive, endorse and collect any checks, notes. drafts, instruments, documents
                                         or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign Seller's
                                         name on any invoice, bill of lading, or assignment directing customers or account debtors,
                                         as that term is defined by Article 9 of the Uniform Commercial Code ("Account Debtors").
                                         to make payment directly to Velocity Group USA Inc. (including providing information
                                         necessary to identify Seller); and (v) to file any claims or take any action or institute
                                         any proceeding which Velocity Group USA Inc. may deem necessary for the collection of
                                         any of the unpaid Purchased Amount from the Collateral, or otherwise to enforce its rights
                                         with respect to collection of the Purchased Amount. ADDITIONAL TERMS 33. Seller De osit
                                         A reemenSeller shall execute an agreement with Velocity Group USA Inc. that shall authorize
                                         Velocity Group USA Inc. to arrange for electronic fund transfer services and/or "ACH"
                                         payments of Initial Weekly Installments (or Adjusted Weekly Installments, as the case
                                         may be) from the Approved Bank Account. Seller shall provide Velocity Group USA Inc.
                                         and/or its authorized agent with all information, authorizations and passwords necessary
                                         to verify Seller's receivables, receipts and deposits into the Approved Bank Account.
                                         Seller shall authorize (by executing written authorizations, if required) Velocity Group
                                         USA Inc. and/or it's agent to deduct Weekly the amounts of the Initial Weekly Installment
                                         (or the Adjusted Weekly Installment, as the case may be) to Velocity Group USA Inc. from
                                         settlement amounts which would otherwise be due to Seller from electronic check transactions
                                         and to pay such amounts to Velocity Group USA Inc. by permitting Velocity Group USA Inc.
                                         to withdraw the Initial Weekly Installments (or the Adjusted Weekly Installments, as
                                         the case may be) from such an account. The authorization shall be irrevocable until such
                                         time when Seller shall have performed its obligations under this Agreement in full. Financial
                                         Condition. Seller and its Guarantor(s) authorize Velocity Group USA Inc. and its agents
                                         to investigate 34. their financial status and history and will provide to Velocity Group
                                         USA Inc. any bank or financial statements, tax returns, etc., as Velocity Group USA Inc.
                                         deems necessary prior to or at any time after execution of this Agreement. A photocopy
                                         of this authorization will be deemed as acceptable for release of financial information.
                                         Velocity Group USA Inc. Seller hereby authorizes Velocity Group USA Inc. to receive from
                                         time to time updates on such information and financial status. Tran sactional Histor
                                         . Seller shall execute written authorization(s) to their bank(s) to provide Velocity
                                         Group 35. USA Inc. with Seller's banking and/or credit-card processing history. Indemnification.
                                         Seller and its Guarantor(s) jointly and severally, indemnify and hold harmless to the
                                         fullest extent permitted by law Approved Processor, any ACH processor, customer and/or
                                         Account Debtors of the Seller, its/their officers, directors and shareholders against
                                         all losses, damages, claims, liabilities and expenses (including reasonable attorney's
                                         fees) incurred by any ACH processor, customer and/or Account Debtors of the Seller resulting
                                         from (a) claims asserted by Velocity Group USA Inc. for monies owed to Velocity Group
                                         USA Inc. from Seller and (b) actions taken by any ACH processor, customer and/or Account
                                         Debtor of the Seller in reliance upon information or instructions provided by Velocity
                                         Group USA Inc. 36. 37. No Liability. In no event shall Velocity Group USA Inc. be liable
                                         for any claims asserted by Seller or its Guarantor under any legal theory for lost profits,
                                         lost revenues, lost business opportunities, exemplary, punitive, special, incidental,
                                         indirect or consequential damages, each of which is hereby knowingly and voluntarily
                                         waived by Seller and Guarantor(s). MISCELLANEOUS 38. Modifications; A reements. 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 both parties. 39. A ssignment. Velocity Group
                                         USA Inc. may assign, transfer or sell its rights or delegate its duties hereunder, either
                                         in whole or in part without prior notice to the Seller. Seller shall not assign its rights
                                         or obligations under this Agreement without first obtaining Velocity Group USA Inc.'s
                                         written consent. 14 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

40.
                                         Notices. Unless different means of delivering notices are set forth elsewhere in this
                                         Agreement, all notices, requests, consent, demands and other communications hereunder
                                         shall be delivered by certified mail. return receipt requested, to the respective parties
                                         to this Agreement at the addresses set forth in this Agreement and shall become effective
                                         as of the date of receipt or declined receipt. 41. Waiver Remedies. No failure on the
                                         part of Velocity Group USA Inc. to exercise, and no delay in exercising, any right under
                                         this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise
                                         of any right under this Agreement preclude any other or further exercise thereof or the
                                         exercise of any other right. The remedies provided hereunder are cumulative and not exclusive
                                         of any remedies provided by law or equity. Bindin Effect. This Agreement shall be binding
                                         upon and inure to the benefit of the parties and their respective 42. successors and
                                         permitted assigns. Governing Law, Venue and jurisdiction. This Agreement shall be governed
                                         by and construed exclusively in accordance with the laws of the State of New York, without
                                         regards to any applicable principles of conflicts of law. Any lawsuit, action or proceeding
                                         arising out of or in connection with this Agreement shall be instituted exclusively in
                                         any court sitting in New York State, (the "Acceptable Forums"). The parties agree that
                                         the Acceptable Forums 43. are convenient, and submit to the jurisdiction of the Acceptable
                                         Forums and waive any and all objections to inconvenience of the jurisdiction or venue.
                                         Should a proceeding be initiated in any other forum, each of the parties to this Agreement
                                         irrevocably waives any right to oppose any motion or application made by any other party
                                         to transfer such proceeding to an Acceptable Forum. Seller and its Guarantor(s) acknowledge
                                         and agree that the Purchase Price is being paid and received by Seller in New York, that
                                         the Specified Percentage of the Future Receipts are being delivered to Velocity Group
                                         USA Inc. in New York, and that the transaction contemplated in this Agreement was negotiated,
                                         and is being carried out, in New York. Seller and its Guarantor(s) acknowledge and agree
                                         that New York has a reasonable relationship to this transaction. Survival of Re resentation,
                                         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 and this Agreement shall have
                                         expired. 44. 45. everabilityIn case any of the provisions in this Agreement are 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.
                                         Any provision of this Agreement that may be found by a court having jurisdiction to be
                                         prohibited by law shall be ineffective only to the extent of such prohibition without
                                         invalidating the remaining provisions hereof. Entire Agreement. This Agreement embodies
                                         the entire agreement between Seller and Velocity Group USA Inc. and supersedes all prior
                                         agreements and understandings relating to the subject matter hereof. The Exhibit(s) and
                                         Riders to this Agreement are part of this Agreement. 46. 47. JURY TRIAL WAIVER. THE PARTIES
                                         HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER
                                         ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS AGREEMENT
                                         IS A PART OR THE ENFORCEMENT HEREOF. EACH PARTY HERETO ACKNOWLEDGES THAT IT MAKES THIS
                                         WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE
                                         CONSIDERATION AND DISCUSSIONS OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS.
                                         This Agreement embodies the entire agreement between Seller and Velocity Group USA Inc.
                                         and supersedes all prior agreements and understandings relating to the subject matter
                                         hereof. The Exhibit(s) and Riders to this Agreement are part of this Agreement. 48. CLA
                                         SS ACTION WAIVER. . 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 IS 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 HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT
                                         BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR
                                         REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY);
                                         AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT
                                         A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECUREDTHROUGH THE CLASS OR REPRESENTATIVE
                                         ACTION. 15 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

49.
                                         ARBITRATION.. THE PARTIES ACKNOWLEDGE AND AGREE THAT, PROVIDED THAT NO SUIT, ACTION OR
                                         PROCEEDING (INCLUDING WITHOUT LIMITATION FILING OF AN AFFIDAVIT OF CONFESSION OF JUDGMENT)
                                         HAS BEEN ALREADY COMMENCED IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO
                                         THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, EACH Velocity Group USA Inc., SELLER,
                                         AND ANY GUARANTOR OF SELLER SHALL HAVE THE RIGHT TO REQUEST THAT ALL DISPUTES AND CLAIMS
                                         ARISING OUT OF OR RELATING TO THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT,
                                         ARE SUBMITTED TO ARBITRATION. THE PARTY SEEKING ARBITRATION SHALL FIRST SEND A WRITTEN
                                         NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES, BY CERTIFIED MAIL UPON SENDING OF
                                         SUCH NOTICE, A PARTY REQUESTING ARBITRATION MAY COMMENCE AN ARBITRATION PROCEEDING WITH
                                         THE AMERICAN ARBITRATION ASSOCIATION ("AAA") OR NATIONAL ARBITRATION FORUM ("NAF"). EACH
                                         SELLER, GUARANTOR AND Velocity Group USA Inc. SHALL PAY THEIR OWN ATTORNEYS' FEES INCURRED
                                         DURING THE ARBITRATION PROCEEDING. THE PARTY INITIATING THE ARBITRATION SHALL PAY ANY
                                         ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR'S FEE. Counter arts and Facsimile
                                         Si natures•. This Agreement can be signed in one or more counterparts, each of 50.
                                         which shall constitute an original and all of which when taken together, shall constitute
                                         one and the same agreement. Signatures delivered via facsimile and/or via Portable Digital
                                         Format (PDF) shall be deemed acceptable for all purposes, including without limitation
                                         the evidentially purposes. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 16 Velocity
                                         Group USA Inc. (11182019176639)





    	 



    	 



    

 

IN
                                         WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the
                                         date first above written. FOR SELLER #1 FOR SELLER #2 By:-------Name: Title: Owner/Agent/Manager
                                         Title: Owner/Agent/Manager EIN: _ EIN: 82·2199200 AGREE TO BE BOUND BY THE PROVIONS
                                         OF THIS AGREEMENT APPLICABLE TO AND CONCERNING GUARANTOR. OWNER/GUARANTOR # 1 OWNER/GUARANTOR
                                         # 2 By:-------Name: By:/---/--­ Na SSN: ###-##-#### SSN: _ Velocity Group USA Inc.
                                         By: Name: _ Title: _ 17 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

EXHIBIT
                                         A PERSONAL GUARANTY OF PERFORMANCE This Personal Guaranty of Performance ( this " Guaranty
                                         ") is executed as of November 18, 2019, by the undersigned individual(s) whose name(s)
                                         and signature(s) appear in the signature box of this Guaranty (individually and collectively,
                                         jointly and severally, "Guarantor") for the benefit of Velocity Group USA Inc. ("Bu er").
                                         WHEREAS: A. Pursuant to that Future Receivables Sale and Purchase Agreement (the "Agreement").
                                         dated as of November 18, 2019, between Buyer and the Seller(s) listed below (collectively
                                         and individually, "Seller"). Buyer has purchased a portion of Future Receipts of Seller.
                                         SELLER# 1: SELLER# 2: Legal Business Name EDISON NATION, LLC Legal Business Name -------D/B/A:
                                         EDISON NATION D/B/A:------ B. Each Guarantor is an owner, officer, or manager of Seller
                                         and will directly benefit from Buyer and Seller entering into the Agreement. C. Buyer
                                         is not willing to enter into the Agreement unless Guarantor irrevocably, absolutely and
                                         unconditionally guarantees to Buyer prompt and complete performance of all of the obligations
                                         of Seller under the Agreement (each such obligation, individually, an "Obligation" and
                                         all such obligations, collectively, the "Obli ations"). NOW, THEREFORE , as an inducement
                                         for Buyer to enter into the Agreement, and for other good and valuable consideration,
                                         the receipt and legal sufficiency of which are hereby acknowledged, Guarantor does hereby
                                         agree as follows: 1. Defined Terms. All capitalized terms used and not otherwise defined
                                         herein shall have the meanings ascribed to them in the Agreement. 2. Guaranty of Obligations.
                                         Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt.
                                         full, faithful and complete performance and observance of all of Seller 's Obligations;
                                         and Guarantor unconditionally covenants to Buyer that if default or breach shall at any
                                         time be made by Seller in the Obligations, Guarantor shall well and truly pay or perform
                                         (or cause to be paid or performed) the Obligations and pay all damages and other amounts
                                         stipulated in the Agreement with respect to the non-performance of the Obli gations,
                                         or any of them. 3. Guarantor's Additional Covenants. The liability of Guarantor hereunder
                                         shall not be impaired, abated, deferred, diminished, modified, released, terminated or
                                         discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence,
                                         circumstance, proceeding, action or failure to act, with or without notice to, or the
                                         knowledge or consent of, Guarantor, including, without limitation: a. b. any amendment,
                                         modification or extension of the Agreement or any Obligation; any extension of time for
                                         performance, whether in whole or in part, of any Obligation given prior to or after default
                                         thereunder; any exchange, surrender or release, in whole or in part, of any security
                                         that may be held by Buyer at any time under the Agreement; any other guaranty now or
                                         hereafter executed by Guarantor or anyone else; c. d. e. any wa iver of or assertion
                                         or enforcement or failure or refusal to assert or enfor ce, in whole or in part, any
                                         Obligation, claim, cause of action, right or remedy which Buyer may, at any time, have
                                         under the Agreement or with respect to any guaranty or any security which may be held
                                         by Buyer at any time for or under the Agreement or with respect to the Seller; any act
                                         or omission or delay to do any act by Buyer which may in any manner or to any extent
                                         vary the risk of Guarantor or which would otherwise operate as a discharge of Guarantor
                                         as a matter of law; the release of any other guarantor from liability for the performance
                                         or observance of any Obligation, whether by operation of law or otherwise; the failure
                                         to give Guarantor any notice whatsoever; any right, power or privilege that Buyer may
                                         now or hereafter have against any person, entity or collateral. f. g. h. i. Velocity
                                         Group USA Inc. (11182019176639) 18





    	 



    	 



    

 

4.
                                         Guarantor's Other Agreements. Guarantor will not dispose, convey, sell or otherwise transfer,
                                         or cause Seller to dispose, convey, sell or otherwise transfer, any material business
                                         assets of Seller outside of the ordinary course of Seller's bus.iness without the prior
                                         written consent of Buyer, which consent may be withheld for any reason, until receipt
                                         of the ent1re Purchased Amount. Guarantor shall pay to Buyer upon demand all expenses
                                         (including, without limitation, reasonable attorneys' fees and disbursements) of, or
                                         incidental to, or relating to the enforcement or protection of Buyer's rights hereunder
                                         or Buyer's rights under the Agreeme.nt. This Guaranty is binding upon Guarantor and Guarantor's
                                         heirs, legal representatives, successors and assigns and shall inure to the benefit of
                                         and may be enforced by the successors and assigns of Buyer. If there is more than one
                                         Guarantor, the obligations of the Guarantors hereunder shall be joint and several. The
                                         obligation of Guarantor shall be unconditional and absolute, regardless of the unenforceability
                                         of any provision of any agreement between Seller and Buyer, or the existence of any defense,
                                         setoff or counterclaim, which Seller may assert. Buyer is hereby authorized, without
                                         notice or demand and without affecting the liability of Guarantor hereunder, to at any
                                         time renew or extend Seller's obligations under the Agreement or otherwise modify, amend
                                         or change the terms of the Agreement. Guarantor is hereby notified and consents that
                                         a negative credit report reflecting on his/her credit record may be submitted to a credit-reporting
                                         agency if the Guarantor does not honor the terms of this Guaranty. 5. Waiver; Remedies.
                                         No failure on the part of Buyer to exercise, and no delay in exercising, any right under
                                         this Guaranty shall operate as a waiver, nor shall any single or partial exercise of
                                         any right under this Guaranty preclude any other or further exercise of any other right.
                                         The remedies provided in this Guaranty are cumulative and not exclusive of any remedies
                                         provided by law or equity. In the event that Seller fails to perform any obligation under
                                         the Agreement, Buyer may enforce its rights under this Guaranty without first seeking
                                         to obtain performance for such default from Seller or any other guarantor. 6. Acknowledgment
                                         of Purchase. Guarantor acknowledges and agrees that the Purchase Price paid by Buyer
                                         to Seller in exchange for the Purchased Amount of Future Receipt is a payment for an
                                         adequate consideration and is not intended to be treated as a loan or financial accommodation
                                         from Buyer to Seller. Guarantor specifically acknowledges that Buyer is not a lender,
                                         bank or credit card processor, and that Buyer has not offered any loans to Seller, and
                                         Guarantor waives any claims or defenses of usury in any action arising out of this Guaranty.
                                         Guarantor acknowledges that the Purchase Price paid to Seller is good and valuable consideration
                                         for the sale. of the Purchased Amount. 7. Governing Law and jurisdiction. This Guaranty
                                         shall be governed by, and constructed in accordance with, the internal laws of the State
                                         of New York without regard to principles of. conflicts of law. Except as provided in
                                         Section 10 of this Guaranty, Guarantor submits to the nonexclusive jurisdiction and venue
                                         of any state or federal court sitting in New York State or otherwise having jurisdiction
                                         over this Guaranty and Guarantor, for resolution of any claim or action arising, directly
                                         or indirectly, out of or related to this Guaranty. The parties stipulate that the venues
                                         referenced in this Agreement are convenient. The parties further agree that the mailing
                                         by certified or registered mail, return receipt requested, of any process required by
                                         any such court will constitute valid and lawful service of process against them, without
                                         the necessity for service by any other means provided by statute or rule of court, but
                                         without invalidating service performed in accordance with such other provisions. Guarantor
                                         acknowledges and agrees that the Purchase Price is being paid and received by Seller
                                         in New York, that the Specified Percentage of the Future Receipts are being delivered
                                         to Buyer in New York, and that the transaction contemplated in this Guaranty was negotiated,
                                         and is being carried out, in New York. Guarantor acknowledges and agrees that it is guaranteeing
                                         a New York agreement and transaction. Guarantor acknowledges and agrees that New York
                                         has a reasonable relationship to this transaction. 8. 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 GUARANTY
                                         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. 9. 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. Velocity Group USA Inc. (11182019176639) 19





    	 



    	 



    

 

10.
                                         ARBITRATION. THE PARTIES ACKNOWLEDGE AND AGREE THAT, PROVIDED THAT NO SUIT, ACTION OR
                                         PROCEEDING (INCLUDING WITHOUT LIMITATION FILING OF AN AFFIDAVIT OF CONFESSION OF JUDGMENT)
                                         HAS BEEN ALREADY COMMENCED IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO
                                         THIS GUARANTY AND/OR THE TRANSACTION CONTEMPLATED BY THE AGREEMENT, EACH BUYER, SELLER
                                         AND GUARANTOR SHALL HAVE THE RIGHT TO REQUEST THAT ALL DISPUTES AND CLAIMS ARISING OUT
                                         OF OR RELATING TO THE CONSTRUCTION AND/OR INTERPRETATION OF THIS GUARANTY ARE SUBMITTED
                                         TO ARBITRATION. THE PARTY SEEKING ARBITRATION SHALL FIRST SEND A WRITTEN NOTICE OF INTENT
                                         TO ARBITRATE TO ALL OTHER PARTIES, BY CERTIFIED MAIL. UPON SENDING OF SUCH NOTICE, A
                                         PARTY REQUESTING ARBITRATION MAY COMMENCE AN ARBITRATION PROCEEDING WITH THE AMERICAN
                                         ARBITRATION ASSOCIATION ("AAA") OR NATIONAL ARBITRATION FORUM ("NAF''). EACH SELLER,
                                         GUARANTOR AND BUYER SHALL PAY THEIR OWN ATTORNEYS' FEES INCURRED DURING THE ARBITRATION
                                         PROCEEDING. THE PARTY INITIATING THE ARBITRATION SHALL PAY ANY ARBITRATION FILING FEE,
                                         ADMINISTRATION FEE AND ARBITRATOR'S FEE. 11. Severability.lf for any reason any court
                                         of competent jurisdiction finds any provisions of this Guaranty to be void or voidable,
                                         the parties agree that the court may reform such provision(s) to render the provision(s)
                                         enforceable ensuring that the restrictions and prohibitions contained in this Guaranty
                                         shall be effective to the fullest extent allowed under applicable law. 12 . Opportunity
                                         for Attorney Review. The Guarantor represents that he/she has carefully read this Guaranty
                                         and has had had a reasonable opportunity to, - and to the extent he or she wishes did,
                                         - consult with his or her attorney. Guarantor understands the contents of this Guaranty,
                                         and signs this Guaranty as his or her free act and deed. 13. Counterparts and Facsimile
                                         Signatures. This Guaranty may be signed in one or more counterparts, each of which shall
                                         constitute an original and all of which.when taken together shall constitute one and
                                         the same agreement. Facsimile or scanned documents shall have the same legal force and
                                         effect as an original and shall be treated as an original document for evidentiary purposes.
                                         AGREED AND ACCEPTED: t .• • OWNER/GUARANTOR #2 By: _ Name: SSN: _ SSN: ###-##-####
                                         Velocity Group USA Inc. By: _ Name: _ Title: ---------------20 Velocity Group USA Inc.
                                         (11182019176639)





    	 



    	 



    

 

RIDER
                                         3 TO THE FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT ("Agreement") Between Velocity
                                         Group USA lnc.("BUYER") and CH Q_ !,iE !:_ R,GUS("Seller") APPLICABLE FEES 1. Possible
                                         Conflicts. If there is any conflict or inconsistency between any of the provisions of
                                         this Rider and any of the provisions of the Future Receivables Sale and Purchase Agreement
                                         (the "Agreement") to which this Rider is attached, all such conflicts and inconsistencies
                                         shall be resolved in favor of the provisions of this Rider. 2. Definitions.AII capitalized
                                         terms used in this Rider shall have the meaning set forth in the Agreement unless otherwise
                                         indicated here in. 3. Applicable Fees. The parties agree that the Applicable Fees which
                                         Seller shall pay to Velocity Group USA Inc., pursuant to Section 17 of the Agreement
                                         shall be as follows: A. ACH Program Fee: 15.00(to cover expense of ACH processing program).
                                         B. UCC Fee: 55.00(part of filing UCC financing statements and their terminations). C.
                                         Wire Fee 35.00(to cover cost of remitting the Purchase Price). D. NSF Fee: 10.00(to cover
                                         expense of an NSF). E. ACH Rejection Fee: 15.00 F. Bank Change Fee: 100.00 G. Blocked
                                         Account Fee: 500.00 H. Default Fee: 5,000.00 1. UCC Release Fee: 55.00 J. Underwriting
                                         Fee: 350.00 4. Authorization.Seller hereby authorizes Velocity Group USA Inc. to apply
                                         a portion of the Purchase Price due to Seller pursuant to the Agreement toward satisfaction
                                         of Seller's obligation to pay the Applicable Fees pursuant to Section 17 of the Agreement
                                         by deducting the amount of the Applicable Fees from the Purchase Price prior to delivering
                                         it to Seller. s. No Reduction of Purchase Price. Seller hereby agrees that deduction
                                         of the Applicable Fees from the Purchase Price shall not be deemed to reduce the Purchase
                                         Price. Seller and Velocity Group USA Inc. agree that this Rider shall be attached to
                                         the Agreement and shall be made a part thereof. FOR THE SELLER FOR THE SELLER By: Name:
                                         _ 21 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

RIDER
                                         2 TO THE 11/18/2019 FUTURE RECEIVABLES §ALE AND PURCHASE AGREEMENT ("Agreement")
                                         Between Velocity Group USA Inc. and CHRISTOPHER ERGUSON ("Seller") PRIOR BALANCE 1. Possible
                                         Conflicts. If there is any conflict or inconsistency between any of the provisions of
                                         this Rider and any of the provisions of the Future Receivables Sale and Purchase Agreement
                                         (the "Agreement") to which this Rider is attached, all such conflicts and inconsistencies
                                         shall be resolved in favor of the provisions of this Rider. 2. Definitions. All capitalized
                                         terms used in this Rider shall have the meaning set forth in the Agreement unless otherwise
                                         indicated here in. 3. Prior Balance. Seller represents and warrants that the following
                                         list of its creditors and the amounts that Seller owes its creditors as of the Effective
                                         Date of the Agreement is true, correct and complete: TOTAL PRIOR BALANCE: $ ----------------------------------------------4.
                                         Authorization.Seller hereby authorizes Velocity Group USA Inc. to apply a portion of
                                         the Purchase Price due to Seller pursuant to the Agreement toward satisfaction of Seller
                                         's obligation to pay the Prior Balance pursuant to Section 18 of the Agreement by deducting
                                         the amount of the Prior Balance from the Purchase Price prior to delivering it to Seller,
                                         and to forward the specific amounts owed by Seller to Velocity Group USA Inc. and/or
                                         the creditors listed in this Rider. 5. No Reduction of Purchase Price. Seller hereby
                                         agrees that deduction of the Prior Balance from the Purchase Price shall not be deemed
                                         to reduce the Purchase Price. 6. Indemnification. Seller hereby indemnifies and holds
                                         harmless Velocity Group USA Inc. for any and all damages and losses (including without
                                         limitation legal fees and expenses) incurred by Velocity Group USA Inc. as the result
                                         of the information set forth in this Rider being untrue or incorrect or incomplete. Seller
                                         and Velocity Group USA Inc. agree that this Rider shall be attached to the Agreement
                                         and shall be made a part thereof. AGREED AND ACCEPTED: OWNER/GUARANTOR #1 OWNER/GUARANTOR
                                         #2 By: ---------------Name: ---------------Velocity Group USA Inc. By: _ Name: Title:--------22
                                         Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

RIDER
                                         1 TO THE 11/18/2019 FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT ( "Agreement") Between
                                         Velocity Group USA Inc. and CHRISTOPHER FERGUSON ("Seller") ORIGINATION FEE 1. Possible
                                         Conflicts.lf there is any conflict or inconsistency between any of the provisions of
                                         this Rider and any of the provisions of the Future Receivables Sale and Purchase Agreement
                                         (the "Agreement") to which this Rider is attached, all such conflicts and inconsistencies
                                         shall be resolved in favor of the provisions of this Rider. 2. Definitions. All capitalized
                                         terms used in this Rider shall have the meaning set forth in the Agreement unless otherwise
                                         3. Ori ination Fees. The parties agree that the Origination Fee that Seller shall pay
                                         to Velocity Group USA Inc. pursuant to Section 19 of the Agreement shall be: $5,000.00
                                         4. Authorization. Seller hereby authorizes Velocity Group USA Inc. to apply a portion
                                         of the Purchase Price due to Seller pursuant to the Agreement toward satisfaction of
                                         Seller's obligation to pay the Origination Fee pursuant to Section 19 of the Agreement
                                         by deducting the amount of the Origination Fee from the Purchase Price prior to delivering
                                         it to Seller. 5. No Reduction of Purchase Amount. Seller hereby agrees that deduction
                                         of the Origination Fee from the Purchase Price shall not be deemed to reduce the Purchase
                                         Amount. Seller and Velocity Group USA Inc. agree that this Rider shall be attached to
                                         the Agreement and shall be made a part thereof. AGREED AND ACCEPTED: OWNER/GUARANTOR
                                         #1 OWNER/GUARANTOR #2 By: Name: _ Velocity Group USA Inc. By: --------Name: Title: _
                                         23 Velocity Group USA Inc. (11182019176639)





    	 



    	 



    

 

VELOCITY
                                         group usa ADDENDUM Deferred Payment 'Plan Addendum to the Merchant Agreement and all
                                         Exhibits/Appendix relating thereto (the"Agreement") In the event of any conflict between
                                         any of the provisions of the Addendum and any of the provisions of the Agreement, the
                                         provisions of this Addendum shall control. I. Merchant Acknowledgment. Merchant acknowledges
                                         that the funding being provided pursuant to the Agreement is intended for a deferred
                                         paymen t in Section 7 and is being provided for weekly payments to assist Merchant with
                                         Merchant 's financial viability. It is further understood that Merchant shall only receive
                                         the entire Purchased Amount set forth on page I of the Agreement, if Merchant fully complies
                                         with the terms of the Agreement and this Addendum. 2. Stacking Prohibited. Merchant acknowledges
                                         that it has read and fully understood Sections 1.11 "Protections against Default," and
                                         Section 3.1 "Events of Default," of the Agreement, including Section 3.1 (i), which reads:
                                         ·' (i) Merchant shall perform an y act that reduces the value of any Collateral
                                         granted under this Agreement." Merchant further acknowledges that "Stacking," (defined
                                         to mean not only receiving, but the entering into of any arrangement, agreement or commitment
                                         that in any way relates to a merchant cash advance, a loan, or in vol ves its Total Gross
                                         Receipts) shall be considered an act that reduces the value of the Collateral under this
                                         Agreement and, regardless thereof, shall be an Event of Default. Thus, for the duration
                                         of this Agreement, Seller shall not enter into any arrangement, agreement or commitment
                                         that in any way relates to a merchant cash advance, a loan, or involves its Total Gross
                                         Receipts ("Receipts"), with any party other than VELOCITY GROUP USA INC., without the
                                         expressed written consent of VELOCITY GROUP USA INC.. Further, Merchant shall not enter
                                         into any agreement or commitment that in any W"aymay reduce the value of the Receipts,
                                         including by obtaining any new credit cards or lines of credit, without the expressed
                                         written consent of VELOCITY GROUP USA INC.. 3. Purchases of Merchant's Future Receipts:
                                         Purs uant to the Agreement, Merchant hereby sells, assign s and transfers to VELOCITY
                                         GROUP USA INC. (making VELOCITY GROUP USA INC. the absolute owner) the Specified Percentage
                                         of Merchant's future accounts, contract rights and other obligations arising from or
                                         relating to the payment of monies from Merchant's customers aud/or other third party
                                         payors (the "Receipts") for the payment ofMerchant's sale of goods or services, until
                                         the Purchased Amount specified on Page I of the Agreement has been remitted from the
                                         Merchant to VELOCITY GROUP USA INC.. 4. Assignment Eftective Immediately. It is the intention
                                         of the parties that the Purchased Amount of the Specified Percentage of the Receipts
                                         shall be assigned immediately, subject only to VELOCITY GROUP USA INC. providing the
                                         deferred pay me nt plan in Section 7 provide the remainder of the Purchased Amount specified
                                         on Page I of the Agreement in weekly payments as set forth below. This structure is done
                                         to ensure that in the Event of Default or other breach of the Agreement, VELOCITY GROUP
                                         USA INC. shall not be obligated to provide Merchant with any further disbursements, and
                                         Merchant shall still be obligated to remit to VELOCITY GROUP USA INC., the Weekly payment
                                         amount set forth on page I of the Agreement. 5. Right to Terminate. VELOCITY GROUP USA
                                         INC. reserves the right to terminate its obligation on the deferred payments schedule
                                         at its option at any time after VELOCITY GROUP USA INC. determines that there was: (i)
                                         Any Event of Default, as de tined in the Agreement and/or in this Addendum , has occurred;
                                         (ii) Merchant fails to provide to VELOCITY GROUP USA INC. a monthly Account statement,
                                         access codes to the Online Login Account, or a snap shot of the Merchant's bank statements,
                                         (iii) Merchant breaches the Stacking provision set forth in Section 2 hereunder, (iv)
                                         or an y other breach of the Agreement. Merchant shall also be entitled to terminate the
                                         deferred payments at any time, and then only be obligated to pay the weekly payments
                                         on page I of the agreement. up to until the Purchased Amount specified. Weekly Deposits.'
                                         The following ian outline of the exact weekly amount to be disllursed to Merchant prior
                                         to the deduction of fees, the Weekly Pur.:hased Amount and the Total Minimum Amount Purchased
                                         after the disbursement of such weekly installment, as agreed to by the parties, pursuant
                                         to this Addendum and the 6. Merchant Agree ent: ·





    	 



    	 



    

 

VELOCilY
                                         group usa SCHDULE PAYMENTS: Week 1-12 THE TERMS. OF THIS ADDENDUMT ARE HEREBY INCORPORATED
                                         IN AND MADE A PART OF THE MERCHANT AGREEMENT IDENTIFIED ABOVE. FOR THE MERCHANT #I ..
                                         ,J, /a: . .) ..-(!_ NAME: DJ)O tv'. ,Jk t/1JfV, I FOR THE MERCHANT #2 NAME: _ SIGN:,,----"-----FOR
                                         THE GUARANT}ef NAME: 6l?CJ.S Velocity Group USA Inc.: ----------Five (5) Day Cure Period
                                         Merchant shall fail to perform or comply with any covenant or agreement other than the
                                         covenants described or set forth in agreement(a) and (b) and such default shall continue
                                         for five (5) Business Days or more after the earlier of (i) the date on which such failure
                                         shall first become known to merchant and (ii) notice thereof is provided to merchant
                                         by the lender. D ERERED DEFERRED $4,464.25 Week 13-24 $8928.55 Week 25-36 $14,732.20