Exhibit
10.1


 


Merchant
Receivables Purchase and Security Agreement


 


THIS
RECEIVABLES PURCHASE AND SECURITY AGREEMENT


 


(the
“Agreement”) is made effective as of:


December __, 2020


BY
AND BETWEEN:


 


CHANGE
CAPITAL HOLDINGS I, LLC


(a
Delaware limited liability company)


600
Madison Ave., Suite 1802, New York, NY 10022


(“Company”)


 


-
and -


 


RECRUITER.COM
GROUP, INC. 


(a
Delaware corporation)


-and-


RECRUITER.COM,
INC. 


(a
Delaware corporation)


-and-


RECRUITER.COM
RECRUITING SOLUTIONS LLC 


(a
Delaware limited liability company)


-and-


VOCAWORKS,
INC.


(a
New Jersey corporation) 


All
Located at: 123 Farmington Ave., Bristol, CT 06010


and
its affiliated companies, guarantors, subsidiaries, successors and assigns


(jointly
and severally, “Merchant”)


 


WHEREAS,
Merchant wishes to sell, assign and transfer, without recourse (except to the extent provided herein), and Company wishes to purchase,
for the purchase price set out below (“Purchase Price”), Merchant’s entire right, title and interest in a percentage
specified herein of each of Merchant’s future receivables (“Future Receivables”) owed to Merchant until the
amount specified below, which amount includes fees due at signing as set forth in Appendix A – Fee Schedule attached hereto
(“Specified Amount”) has been paid to the Company (“Purchased Receivables”) at the draw rate (“Draw
Rate”) specified below:


 


	Purchase
    Price:	 	$	225,000.00	 
	Specified
    Amount:	 	$	283,500.36	 
	Weekly
    Draw Rate:	 	$	5,451.93	 
	Estimated
    Draw Duration:	 	 	52
Weeks	 
	Draw
    Frequency:	 	 	 Weekly	 




 



    1


     


    

 


NOW
THEREFORE, Company and Merchant agree as follows:


 


1. Transaction


 


1.1
To the extent the Purchased Receivables or Future Receivables include credit card, cash or other accounts receivable, the purchase
and sale of the Purchased Receivables pursuant hereto shall constitute a sale of accounts as such term is used in Article 9 of
the Uniform Commercial Code (“UCC”), which sales are absolute and irrevocable, and provide the Company with the full
benefits of ownership of Purchased Receivables. Merchant has no right to repurchase or resell the Purchased Receivables.


 


1.2
In connection with the foregoing purchase and sale, Merchant hereby irrevocably authorizes the Company to file one (1) or more
financing or continuation statements, or amendments thereto, without the signature of the Merchant where permitted by law, as
may be necessary or appropriate to perfect and maintain the perfection of the Company’s ownership interest in the Purchased
Receivables.


 


1.3
Merchant and Guarantor understand and acknowledge that this Agreement constitutes a purchase of Merchant’s receivables and
is not a loan agreement. Merchant and Guarantor further agree that neither this Agreement nor the transaction set forth in the
Agreement is intended to be or shall be deemed a loan or loan agreement. Merchant and Guarantor further agree that Merchant and
Guarantor will not assert, in any lawsuit or other proceeding that this Agreement or the transaction set forth in the Agreement
is a loan, and Merchant and Guarantor agree to indemnify and hold the Company harmless from all expenses, damages, costs or fees
resulting from any such assertion by Merchant and/or Guarantor.


 


1.5
Merchant acknowledges receipt of and agrees to the Fee Schedule included as Appendix A to this Agreement, and specifically agrees
that the fees due at signing shall be due, payable and earned by the Company at signing as part of the consideration for the transaction
set forth herein. Merchant agrees to be liable for and pay all contingent fees set forth in the Fee Schedule in the event the
applicable contingency is met. 


 


2. Security
Interest in Purchased Receivables


 


2.1
In the event that this Agreement does not constitute a valid sale, assignment, transfer and conveyance of all right, title and
interest of Merchant in the Purchased Receivables, despite the intent of the parties hereto, the Merchant hereby grants a “security
interest” (as defined in the UCC) in the Purchased Receivables, effective as of the date of this Agreement, and the parties
agree that this Agreement shall constitute a security agreement under the UCC. Merchant hereby irrevocably authorizes the Company
to file one or more financing or continuation statements, and amendments thereto, without the signature of Merchant where permitted
by law, as may be appropriate or necessary to perfect and maintain the perfection of Company’s security interest in the
Purchased Receivables.


 



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3. Processing


 


3.1
Merchant authorizes the Company and/or its affiliates, agents, or servicers to initiate electronic debit or credit entries through
the ACH system to Merchant’s Account or any other depository account maintained by Merchant wherever located to satisfy
Merchant’s obligations to convey a portion of the Purchased Receivables under this Agreement. Merchant may only terminate
this authorization by giving the Company thirty (30) days advance written notice of termination. Company will collect the Purchased
Receivables and any other fees or charges associated therewith by ACH entries to Merchant’s Account unless Company advises
Merchant in writing that it is obtaining the Purchased Receivables directly from Merchant’s credit card processor as set
forth below.


 


3.2
Merchant also authorizes its credit card processor(s) to deposit the Purchased Receivables directly into the Company’s account
in accordance with this Agreement, as designated by the Company. Such authorization shall be irrevocable, absolute and unconditional.
Merchant acknowledges and agrees that its credit card processor(s) may provide the Company with certain of Merchant’s financial
information as permitted by law and the Processor Agreement. Merchant agrees that its credit card processor(s) may charge and
collect its processing fees and the Specified Percentage on a daily discounted basis.


 


4. Due
Diligence


 


4.1
Merchant authorizes the Company to conduct background, onsite and financial examinations of Merchant, which may include, but is
not limited to, address verifications for up to ten (10) years; verification of the status of the licenses, permits, authorizations
and/or governmental filings of Merchant; verification of insurance coverage; verification of good business practices through the
appropriate agencies; and a search for bankruptcies, liens or judgments in all jurisdictions where Merchant has conducted business.


 


4.2
Any onsite examination may include, but is not limited to, verification that business is conducted as Merchant represents, at
all sites where it conducts business. Such examination shall be conducted upon reasonable prior notice to Merchant, and only during
reasonable business hours.


 


4.3
Any financial examination may include, but is not limited to, a review of Merchant’s current financial statements, its most
recent annual reports, tax returns for the previous three (3) years, and all documentation supporting employee bonds and insurance
policies.


 


4.4
Merchant shall provide the Company with information sufficient to allow the Company to obtain read or view only access to Merchant’s
operational bank account during the term of this Agreement for due diligence purposes and for ensuring Merchant’s compliance
with this Agreement. The Company agrees to access Merchant’s account only for purposes of this Agreement, and the Company
will not access the account after Merchant’s obligations under this Agreement have been fulfilled.


 






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4.5
If Merchant is not publicly held, Company, or its agents, may conduct background and financial examinations of all principals
owning ten percent (10%) or more of Merchant. Such examinations may include, but are not limited to, a review of information regarding
criminal history for all jurisdictions where the principal has resided and been employed, address verification for all residences,
and employment verification. The examination may also include, but is not limited to, a review of the credit standing of the principal,
and a search for bankruptcies and judgments in all jurisdictions where the principal has resided or been employed. The review
may also include a review of up to three (3) years of personal tax returns.




 


5. Indemnification




 


5.1
Merchant hereby indemnifies and holds harmless Merchant’s depository bank, Company’s ACH processing service provider,
and the Company, and their respective officers, managers, owners, members, affiliates, employees, agents and representatives (each
an “Indemnitee” and collectively the “Indemnitees”) from and against any and all losses, damages, claims,
liabilities and expenses, including, but not limited to, reasonable attorney’s fees and costs (including but not limited
to the reasonable attorneys’ fees and costs of in-house counsel) incurred by any of the Indemnitees arising from, resulting
from, or relating to (i) actions taken in reliance upon information or instructions provided to the Company and/or the credit
card processor(s) and their member banks by or on behalf of Merchant, or (ii) termination of this Agreement. In no case will the
Indemnitees be liable for any claims asserted against them based on any theory of law or equity for lost profits, revenues, or
business opportunities, exemplary, special or consequential damages, each of which is hereby expressly waived by Merchant. However,
in the event that any Indemnitee shall be found liable to Merchant, damages shall not, under any circumstances, exceed the Specified
Amount.


  


6. Covenants


  


6.1
Merchant shall not conduct business under any other name than that disclosed herein and shall not change the location of the business
or the state of formation without the Company’s prior written consent. Merchant shall conduct its business in the ordinary
course and in substantially the same manner as heretofore conducted, and shall use commercially reasonable efforts to not commit
any act that results in a material reduction of its Future Receivables, including, but not limited to, the refusal, for any reason,
to accept bona fide credit cards as payment for transactions. Merchant shall not close or divert assets away from the Account,
and Merchant shall continue to use the Account in the ordinary course of Merchant’s business. Further, unless and until
the Purchased Receivables have been paid in full, Merchant and its owners shall not enter into any transaction involving the sale
of Merchant, either by an issuance, sale or transfer of ownership interests in Merchant that results in a change in voting control
of Merchant; by a sale or transfer of substantially all of the assets of Merchant; or otherwise. The occurrence of any such event
shall constitute a breach of this Agreement.


 


6.2
If an entity, Merchant is a validly existing entity, in good standing under the laws of the State of where it was incorporated
or registered, the person executing this Agreement on behalf of Merchant has full power and complete authority to execute this
Agreement on behalf of Merchant, and this Agreement is valid, binding and enforceable against Merchant.


 






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6.3
There are no civil or criminal proceedings pending before any court, government agency, arbitration panel, or administrative tribunal
or, to Merchant’s or Guarantor’s knowledge, threatened against Merchant or Guarantor, which may result in any materially
adverse change in the business, property or financial condition of Merchant or Guarantor.


 


6.4
Merchant is in compliance with any and all applicable federal, state and local laws and regulations, and possesses and is in compliance
with any and all permits, authorizations and licenses to own, operate and lease its properties, and to conduct the business in
which it is presently engaged. Merchant possesses insurance in such amounts and against such risks as is necessary to protect
its business and that are customary for comparable companies engaged in Merchant’s line of business.


 


6.5
Merchant has filed or caused to be filed any and all federal, state, local and foreign tax returns which are required to be filed,
and has paid or caused to be paid any and all taxes as shown on such returns or on any assessment received by Merchant to the
extent that such taxes have become due, and Merchant has no knowledge of any material liability for any tax to be imposed on Merchant
or any of its assets or properties for which adequate provision has not been made in its financial statements.


 


6.6
Each Future Receivable, when created, shall be a legal, valid and binding obligation of Merchant. No sale of a Purchased Receivable
will constitute a fraudulent transfer or a fraudulent conveyance or will otherwise be void or voidable under similar laws or principles,
the doctrine of equitable subordination, laws regarding preferential transfers, or for any other reason.


 


6.7
Merchant shall not, without the prior and express written consent of the Company: (i) grant any extension of time for payment
of any of the Purchased Receivables; (ii) compromise, write-down, write off or otherwise settle any of the Purchased Receivables
for less than the full amount thereof; (iii) release any debtor or account associated with the Purchased Receivables; or (iv)
grant any credits, offsets, reductions, return authorizations or the like with respect to any of the Purchased Receivables.


 


6.8
Merchant and Guarantor shall not sell, encumber, dispose of or create any lien on any asset of Merchant or Guarantor that serves
as security under this Agreement. Merchant and Guarantor agree to maintain insurance on all insurable property owned by Merchant
or Guarantor that serve as security under this Agreement in amounts and types acceptable to the Company and in line with common
practices in Merchant’s industry.


 


6.9
Merchant shall indemnify the Company for any loss arising out of any claim of avoidance (including but not limited to Company’s
attorney’s fees and costs incurred by external and in-house counsel), including any claim in connection with applicable
bankruptcy laws, from any debtor associated with the Purchased Receivables.


 


6.10
Merchant and Guarantor shall not use any portion of the funds paid to Merchant under this Agreement for any household, personal,
family or non-business use.


 


6.11
Merchant and Guarantor represent and warrant that any and all representations made in: Merchant’s Application Form; this
Agreement; and any and all financial statements or other materials delivered to the Company by Merchant in connection with this
Agreement, are true, complete and correct, and no material fact has been omitted.


 



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6.12
No portion of Merchant’s Future Receivables, or any other assets pledged pursuant to Section 8 hereof, is subject to any
lien, security interest, assignment, option or encumbrance, other than the security interest(s) granted to the Company, Merchant’s
credit card processor(s), and/or their member banks. There has been no material, adverse changes in Merchant’s business,
nor does Merchant or Guarantor have knowledge of any event that may occur in the future that could negatively impact Merchant’s
business.


 


6.13
Merchant has provided the Company with a list of uses of the proceeds paid to Merchant by the Company under this Agreement which
sets forth a true, accurate and complete list of Merchant’s intended uses of the proceeds. Each of Merchant and Guarantor
have determined that it is in Merchant’s best interest to sell the Purchased Receivables to obtain current funding for the
purposes described on the list of uses.


 


6.14
Each and all of the foregoing representations shall be deemed to be continuing covenants of Merchant and Guarantor and shall remain
true and accurate at all times after the date of this Agreement, until the Purchased Receivables have been paid in full.


 


7. Timing
and Method of Funding


 


7.1
Merchant and the Company agree that the Company shall purchase the Purchased Receivables on a date to be determined by the Company,
at its sole discretion, (the “Purchase Date”). Merchant and the Company also agree that the Company, at its sole discretion,
may refuse to purchase the Purchased Receivables for any or no reason. Merchant and the Company further agree that the Company
shall provide payment through any commercially reasonable method, at the Company’s sole discretion, including, but not limited
to, check, federal funds wire, ACH transfer or obtaining the Purchased Receivables directly from Merchant’s credit card
processor. 


 


8. Grant
of Security Interest in Merchants’ and Guarantor’s Respective Assets


 


8.1
For valuable consideration, the adequacy and sufficiency of which is hereby acknowledged, Merchant(s) and Guarantor (collectively,
the “Debtors”) hereby grant to the Company a continuing security interest in the following, to the extent and in the
amount of the Purchased Receivables:


 


All
assets of Debtors including the following property that Debtors now own or shall acquire or create immediately upon the acquisition
or creation thereof:  (i) any and all amounts owing to Debtors now or in the future from any customers or any merchant processors
processing charges made by customers of Debtors via credit card or debit card transactions; and (ii) all other tangible and intangible
personal property of every kind and nature, including but not limited to (a) goods (including but not limited to inventory and
equipment), (b) money, (c) investment property, including certificated and uncertified securities, securities accounts, security
entitlements, commodity contracts, and commodity accounts, (d) instruments, including promissory notes, (e) chattel paper, including
tangible chattel paper and electronic chattel paper, (f) documents (including, if applicable, electronic documents), (g) letter
of credit rights, (h) accounts, including but not limited to all receivables, (i) deposit accounts, (j) commercial tort claims,
(k) general intangibles, including all payment intangibles and all software, (l) all accounts receivable, (m) trade fixtures,
(n) as-extracted collateral as such terms may from time to time be defined in the Uniform Commercial Code, (o) domain names (including
but not limited to www.vocaworks.com, www.trulitechnologies.com, and www.recruiter.com) and any and all associated trademarks,
goodwill and the right to sue for past, present and future infringements, misappropriations or dilutions of any of the foregoing,
(p) copyrights and copyright licenses, patents and patent licenses, all trademarks and trademark licenses, all other licenses,
and all renewals of any of the foregoing and any and all associated trademarks, goodwill and the right to sue for past, present
and future infringements, misappropriations or dilutions of any of the foregoing, (q) all trade secrets, know-how and other proprietary
information, works of authorship and other copyright works (including copyrights for computer software), computer software, and
the right to sue for past, present and future infringements, misappropriations or dilutions of any of the foregoing, (r) all accessions,
attachments, accessories, parts, supplies, tools, fittings, additions, replacements and substitutions for any of the property
described in this Section 8.1, (s) all products, proceeds (including insurance proceeds), and collections of any of the property
described in this Section 8.1 and (t) all records, data and embedded software relating to any of the property described in this
Section 8.1 (collectively, the “Collateral”).


 



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The
Company shall have all rights and be entitled to all benefits afforded to a secured creditor under the UCC, or otherwise at law.
Nothing contained in this Section 8 shall be construed to change the parties’ intent under this Agreement to affect a final
sale of the Purchased Receivables, as opposed to a secured loan or any other type of credit transaction.


 


8.2
Merchant(s) and Guarantor authorize Company to file UCC Financing Statements or any other form, document or notice, or a copy
of this Agreement, to perfect Company’s security interest in any Collateral. At the Company’s request, Merchant and
Guarantor additional agree to sign all other documents that are necessary to perfect, protect and continue Company’s security
interest in the Collateral. Merchant(s) and Guarantor have agreed to pay all filing fees, title transfer fees, and other fees
and costs involved unless prohibited by law or unless Company is required by law to pay such fees and costs. Each of Merchant(s)
and Guarantor irrevocably appoint Company as his/its attorney-in-fact, with full authority in the place and stead of Merchant(s)
and Guarantor, to execute documents necessary to transfer title upon the occurrence of a breach or termination of this Agreement.


 


9. Termination


 


9.1
This Agreement shall be terminated in the event of any of the following:


 


		(a)	Merchant
                                         or Guarantor breaches any term or provision of this Agreement;



 


		(b)	Merchant
                                         knowingly permits any event to occur that could cause a diversion of any Future Receivables;



 



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		(c)	Merchant
                                         or Guarantor is found to have made a materially false or incorrect representation, warranty
                                         or statement;



 


		(d)	the
                                         Company shall fail to have valid and unencumbered ownership in and to the Purchased Receivables;
                                         or



 


		(e)	there
                                         is any materially adverse change in Merchant’s operation, or any other event which
                                         materially affects Merchant’s ability to perform its obligations hereunder.



 


9.2
 In the event of termination of this Agreement, the Company shall have, in addition to all other rights and remedies under
this Agreement, all other rights and remedies provided by the UCC, law, equity, or otherwise.


 


9.3
 The Company shall, upon Merchant’s or Guarantor’s default and/or termination, have the right to debit or cause
to be debited from any of Merchant’s depository and/or operating bank accounts, without prior notice to Merchant(s), the
entire uncollected balance of the Specified Amount from any and all of Merchant’s Future Receivables.


 


10. No
Waiver by Company


 


10.1
Company shall not be deemed to have waived any rights under this Agreement unless such waiver is given in writing and signed by
Company. Any such written waiver shall only be effective for the specific purpose for which it is given. The Company’s failure
to exercise any right under this Agreement does not constitute a waiver on the Company’s part to exercise such rights at
a later time. Nor shall any singular or partial exercise of any right under this Agreement preclude the Company from any other
future exercise of any right.


 


10.2
The rights and remedies provided hereunder to Company are cumulative, may be exercised singularly or concurrently, and not exclusive
of any rights and remedies provided by law, at equity or otherwise. Election by Company to pursue any remedy shall not exclude
pursuit of any other remedy.


 



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11. Binding
Effect; Assignment




 


11.1
This Agreement shall be binding upon and inure to the benefit of Merchant, the Company, the Guarantor, and their respective successors
and assigns, except that Merchant shall not have the right to assign its rights or obligations or any interest in this Agreement
without the prior written consent of the Company, which consent may be withheld in the Company’s sole discretion. Any unauthorized
assignment by Merchant shall be null and void. The Company may without the consent of Merchant and upon notice to Merchant, sell
and assign all or any portion of all of the rights and obligations or duties of Merchant under this Agreement (an “Assignment”).
From and after the effective date of any Assignment, this Agreement shall be deemed amended and modified (without the need for
any further action on the part of either party) such that the assignee shall be deemed a party to this Agreement and, to the extent
provided in the Assignment, have the rights and obligations of the Company under this Agreement associated with the Assignment,
including but not limited to rights to the Company’s receipt of security to secure Merchant’s performance under this
Agreement, rights to receive a guarantee from Merchant regarding the full and prompt performance of every Future Receivable under
this Agreement and the Company’s right to declare a default or an event of default under this Agreement and to receive damages
from Merchant following a breach of the Agreement by Merchant. Notwithstanding the foregoing, unless otherwise notified in writing
by any such assignee, Merchant shall not be required to take any action for the direct benefit of an assignee following such Assignment
and its obligations under this Agreement shall not be altered thereby. In connection with such assignment, the Company may disclose
all information that it has relating to Merchant or its business.


 


12. Costs
and Expenses




 


12.1
The Company shall be entitled to recover from Merchant and Guarantor any and all reasonable costs and attorney’s fees (including
the reasonable attorneys’ fees and costs of in-house counsel and external counsel) associated with and/or resulting from
the enforcement of its rights and remedies hereunder, at law, equity, or otherwise . Merchant and Guarantor also shall pay all
court courts and such additional fees as may be directed by the court. All such attorneys’ fees and costs are payable by
Merchant and Guarantor upon demand. Any payments under an indemnity claim, pursuant to Section 5 herein, shall include all foregoing
costs and expenses, as well as interest thereon at a rate of ten percent (10%) per month from the date the obligation is due to
the Indemnified Party until the indemnity claim shall be paid.


 


13. Survival
and Further Assurances


 


13.1
All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and shall continue
in full force and effect until such time as all obligations under this Agreement have been satisfied.


 


13.2
Merchant and Guarantor agree, from time to time, upon the Company’s request, to make, execute, acknowledge, and deliver
to the Company such further and additional instruments, documents, and agreements, and to take such further action as may be required
to carry out the intent and purpose of this Agreement.


 


14. Waiver
of Jury Trial


 


14.1
To the maximum extent permitted by law, the parties hereby irrevocably and unconditionally waive trial by jury in any court presiding
over any suit, action or proceeding, whether based on contract, tort or any other theory, in law or in equity, arising out of,
relating to or under this Agreement or the transaction contemplated hereby. The parties acknowledge that this waiver is made knowingly,
intentionally and voluntarily. The parties have been given ample time and opportunity to seek advice of counsel prior to the execution
of this Agreement. The Merchant acknowledges that the Company has been induced to accept this Agreement, by among other things,
the Merchant waiver of its right jury trial.




 



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15. Counterparts
and Reproductions


 


15.1
This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall
constitute one instrument. This Agreement may be executed by electronic signature. Facsimile, email or other electronic copies
(i.e., ‘pdf’ or ‘tif’) of signatures to this Agreement shall be deemed to be originals, and the parties
may rely upon such facsimile, email or electronic copies to the same extent as the originals.


 


16. Entire
Agreement




 


16.1
This Agreement contains the entire understanding of the parties hereto with regard to its subject matter and supersedes all prior
agreements and negotiations, whether oral or written, relating to the subject matter hereof and thereof. This Agreement may not
be modified without the Company’s written consent and any such modification must be signed by all parties.


 


17. Severability


 


17.1
Should any term or provision of this Agreement be deemed invalid, illegal or unenforceable, then such invalid, illegal or unenforceable
term or provision shall be null and void, and all other terms and provisions of this Agreement shall continue in full force and
effect as though such invalid, illegal or unenforceable term or provision had never been a part hereof.


 


18. Governing
Law, Jurisdiction, Venue




 


18.1
This Agreement shall be governed by and construed in accordance with the laws of the Delaware
without regard to any conflict of laws provisions. Merchant and Guarantor irrevocably and unconditionally agree that they will
not commence any action, litigation or proceeding of any kind or description, whether in law, equity, whether in contract or in
or tort or otherwise, against Company or its affiliates or any director, officer, employee, member, agent, advisor and representative
of Company or any of iTs affiliates in any way relating to this agreement or any related document or the transactions relating
hereto or thereto in any forum other than the courts of the state of Delaware and of the united states district court for the
district of Delaware, and appellate court from any thereof. Merchant and Guarantor irrevocably and unconditionally submit to the
jurisdiction of such courts and agree that all claims in respect of ANY action, litigation or proceeding may be heard and determined
in such Delaware state court or federal court located in Delaware. Merchant and Guarantor agree that a final judgment in any action,
litigation or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. Merchant and Guarantor hereby irrevocably and unconditionally waive, to the fullest extent permitted by
applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. Merchant
and Guarantor understand that their agreement to the applicability of Delaware law and venue are a material fact in Company’s
willingness to enter into this agreement.


 





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19. Ratification;
Signing Authority




 


19.1
This Agreement shall not constitute a contract until fully executed by all parties hereto.


 


19.2 
Each person signing this Agreement represents and warrants that he or she is duly authorized and has legal capacity to execute
and deliver this Agreement. Each party represents and warrants to the other that the execution and delivery of the Agreement and
the performance of such party’s obligations hereunder have been duly authorized, and that the Agreement is a valid and legal
agreement binding on such party and enforceable in accordance with its terms.




 


20.
“Stacking” Prohibited


 


20.1
Merchant shall not enter into any merchant cash advance or any loan agreement that relates to or involves its Future Receipts
with any party other than Company for the duration of this Agreement. Company may share information regarding this Agreement with
any third party in order to determine Merchant’s is compliance with this provision.  A breach of this clause will be
considered a material default of the Agreement and Merchant will be subject to additional default fees and penalties.




 


21.
Authorization to Publicize


 


21.1
Merchant authorizes Company and its subsidiaries and/or affiliates to use Merchant’s and Merchant’s principals’
names and likenesses, the logo of Merchant and information provided by Merchant concerning Merchant and Merchant’s use of
Company’s products and services (“Testimonial Information”), and to use such Testimonial Information in various
advertisements, press releases, social media posts and other marketing tools, as Company in its own discretion shall determine. 
This authorization shall extend to any and all reissues of the advertisements and other marketing tools which Company, at its
discretion, may choose to utilize in exploitation of its various products and services, including, but not limited to publicity,
promotion and advertising.   Merchant acknowledges that only Company has the right to final inspection and approval
of such materials before publication.


 


22.
Additional Agreements 


 


22.1
Purchase price $225,000.00 LESS Fees listed in Appendix A EQUALS $212,255 total funding amount.


  



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22.2
EARLY PAYOFF DISCOUNT: Merchant may pay off the outstanding balance of the Specified Amount at any time prior to maturity
at a discount to be calculated as follows: the then outstanding balance of the Specified Amount divided by 1.26, the quotient
of which to be multiplied by 1.13, the product of which will equal the discounted payoff amount.


 


22.3
VALIDITY GUARANTEE: CONTEMPORANEOUSLY WITH THE EXECUTION OF THIS AGREEMENT, THE PRINCIPAL(S) OF MERCHANT WILL BE ENTERING
INTO A GUARANTEE OF ACCOUNTS VALIDITY AND PERFORMANCE AGREEMENT, WHICH SHALL BE CONSIDERED PART OF THIS AGREEMENT.


 


[SIGNATURE
PAGE TO FOLLOW]


 




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Signature
Page


 


“COMPANY”


 


CHANGE
CAPITAL HOLDINGS I, LLC


 


	By:	 	 
	Name: 	Raffi
    Azadian	 
	Title: 	Managing
    Member	 
	Date:	 	 




 


“MERCHANT”




 


RECRUITER.COM
GROUP, INC. 




 


	By:	 	 
	Name: 	Miles
    Lewis Jennings	 
	Title: 	Chief
Executive Officer  	 
	Date:	 	 




 


RECRUITER.COM,
INC. 




 


	By:	 	 
	Name: 	Miles
Lewis Jennings	 
	Title:	Chief
    Executive Officer  	 
	Date:	 	 




 


RECRUITER.COM
RECRUITING SOLUTIONS LLC 




 


	By:
    	 	
	Name: 	Miles
    Lewis Jennings	 
	Title:	Chief
    Executive Officer	 
	Date:	 	 




 



    13


     


    

 


VOCAWORKS,
INC.


 







	By:
    	 	 
	Name: 	Miles
Lewis Jennings	 
	Title:	Chief
    Executive Officer  	 
	Date:	 	 




 


“Guarantor”




 


	By:
    	 	 
	Name: 	Miles
Lewis Jennings	 
	Date:  	 	 




 



    14