EXHIBIT 10.1


CREDIT CARD RECEIVABLES ADVANCE AGREEMENT


 


This Credit Card Receivables Advance Agreement
(the “Agreement”) is made as of April 21, 2015, between POWER UP LENDING GROUP, LTD., a Virginia corporation
with its principal place of business located at 111 Great Neck Road, Suite 216, Great Neck, New York 11021 (the “Lender”),
and ONE UP INNOVATIONS, INC., a Georgia corporation and FOAM LABS, INC., a Georgia corporation, each having its principal place
of business at 2745 Bankers Industrial Drive, Atlanta, GA 30360 (individually and collectively, the “Merchant”).


 


Preliminary Statements


 


(a)           The
Merchant has requested that the Lender periodically make Advances (as defined below) to the Merchant.  Each such Advance
is to be secured by a security interest in favor of the Lender in, among other property, the Collateral, including but not limited
to all of the Merchant’s existing and future credit card receivables and other rights to payment arising out of the Merchant’s
acceptance or other use of any credit of charge card (collectively, “Credit Card Receivables”).


 


(b)           Each
Advance is to be evidenced by a separate Advance Schedule (as defined below), which is to set forth the key economic terms applicable
to the Advance.  Each Advance Schedule is to be issued pursuant to and is to be subject to all terms and conditions set
forth in this Agreement; it being understood that this Agreement is to act as a master agreement for all Advances and Advance Schedules,
if any, outstanding at any time.


 


(c)           The
Merchant has agreed to cause the Processor (as defined below) to electronically remit the Merchant’s collected Credit Card
Receivables to the Collection Account (as defined below).


 


(d)           The
Lender and the Merchant now desire to enter into this Agreement to memorialize their understanding regarding the Advances and the
parties’ respective rights and obligations relating thereto.


 


NOW, THEREFORE, the parties agree as follows:


 


1.           
Advances and Advance Schedules.


 


(a)           
Advances.  The Lender may, in the exercise of its sole and absolute discretion, periodically advance monies to
or for the benefit of the Merchant.  Each such advance is referred to in herein as an “Advance,” and
all such advances are collectively referred to herein as “Advances”


 


(b)           
Advance Schedules.  If the Lender elects to make an Advance to the Merchant, the Merchant agrees to execute and
deliver to the Lender an advance schedule in form and substance acceptable to Lender (each, an “Advance Schedule”).  Each
Advance Schedule shall be subject to all terms and conditions set forth in this Agreement and shall set forth, in addition to any
other matters set forth therein, the following:


 


	 	(i) 	“Advance Amount,” which shall be the amount of funds agreed to by the Lender and the Merchant in the Advance Schedule which the Lender is to advance to or for the benefit of the Merchant under the Advance Schedule; 


 


	 	(ii) 	“Collection Amount,” which shall be the amount of funds agreed to by the Lender and the Merchant in the Advance Schedule which the Merchant is to remit or cause to be remitted to the Lender with respect to the Advance described in the Advance Schedule (Note:  the Collection Amount does not include any Reimbursable Expenses (as defined below) which the Merchant may owe the Lender with respect to the related Advance or otherwise); 


 


	 	(iii) 	“Collection Date,” which shall be the date agreed to by the Lender and the Merchant in the Advance Schedule by which the Merchant is to cause the Collection Amount described in the Advance Schedule to be remitted in its entirety to the Lender; 


 











     

     

    
 


	 	(iv) 	“Collection Account,” which shall be the deposit account into which the Processor is to deposit, via electronic funds transfer, the Merchant’s collected Credit Card Receivables; and 


 


	 	(v) 	“Collection Account Bank,” which shall be the bank at which the Collection Account is maintained. 


 


(c)           
Discretionary Advances.  In no event shall the Lender be obligated to make an Advance to the Merchant; it being
understood that any election by the Lender to make an Advance to the Merchant may be exercised in the Lender’s sole and absolute
discretion.  Without limiting the generality the foregoing, the Lender’s election to make an Advance on one occasion
shall not obligate the Lender to make an Advance on another occasion.  Similarly, the absence of an Event of Default
shall not obligate the Lender to make an Advance.  Notwithstanding the foregoing, and without limiting any of Lender’s
rights hereunder, upon Merchant’s loan balance being reduced to no more than twenty-five percent (25%) of the Advance Amount,
and upon Merchant’s request, Lender may, in Lender’s sole business discretion, “re-load” the Advance Amount
and loan additional monies to Merchant upon substantially the same terms and conditions set forth herein.  Merchant understands
that any “re-loads” would be made at the sole business discretion of Lender and be conditioned upon, among other things,
Merchant’s payment history with Lender and Merchant’s financial condition, as determined by Lender.


 


2.           
Repayment of Advances.


 


(a)           
Processor to Remit Collections to Collection Account.  The Merchant represents and warrants to the Lender that
all of the Merchant’s Credit Card Receivables are or will be processed by a Processor reasonably acceptable to Lender (together
with any subsequent successors or assigns, the “Processor”).  The Merchant agrees to execute and deliver
to the Lender, and to cause the Processor to execute and deliver to the Lender, a payment instruction agreement in form and substance
reasonably acceptable to Lender (the “Payment Instruction Agreement”).  The Payment Instruction Agreement
is to provide that (i) the Processor is to periodically remit, via electronic funds transfer, to the Collection Account all of
the Merchant’s Credit Card Receivables collected by the Processor (net of any discounts, fees and/or similar amounts payable
to the Processor by the Merchant which the Processor is entitled to deduct from the proceeds of the Credit Card Receivables pursuant
to the terms of the Processor Agreement (as defined below) and net of any charge-backs, offsets and/or other amounts which the
Processor is entitled to deduct from the proceeds of the Merchant’s Credit Card Receivables pursuant to the terms of the
Processor Agreement), and (ii) the Processor must continue transferring such funds until such time as the Lender gives the Processor
written notice that (A) the Lender has received all Collection Amounts for all Advances then outstanding, and (B) there are no
Reimbursable Expenses (each as defined below) or other fees or charges then outstanding.  If requested by the Merchant
in writing, the Lender agrees to give the foregoing notice to the Processor if the conditions described in the preceding clauses
(A) and (B) have each been satisfied.


 


(b)           
Collection Account Bank to Remit Collections to Lender; Lender to Remit Portion to Merchant.  The Merchant agrees
to execute and deliver a control agreement or similar agreement among the Merchant, the Lender and the Collection Account Bank
(the “Control Agreement”) whereby, among other things, the Lender shall be deemed to have “control”
of the Collection Account and all funds at any time deposited therein for purposes of UCC § 9-104(a)(2) or (3), as the Lender
so elects.  The Control Agreement also is to provide that the Collection Account Bank is to periodically remit, via electronic
funds transfer, all funds on deposit in the Collection Account to a bank account designated by the Lender (the “Lender
Account”).  Insofar as funds on deposit in the Collection Account are remitted to the Lender Account, the Lender
will retain a fixed amount each banking day (which amount will be doubled the day after a banking holiday) to credit to the Collection
Amount, in an amount as set forth in each respective Advance Schedule (the “Fixed Daily Payment”) until the
cash payments applied by the Lender equal to the Collection Amount (plus all Reimbursable Expenses and all other fees and charges
due under this Agreement) and remit to Merchant, via electronic funds transfer to a bank account designated by the Merchant
in a writing delivered to the Lender, the balance of all such funds in the Lender Account; provided, however,
that if the Lender, in its reasonable judgment, deems that it is insecure at any time in the timely payment of the Collection Amount
on the basis of the then current Fixed Daily Payment, regardless of whether an Event of Default has occurred, Merchant agrees that
the Lender may increase the Fixed Daily Payment from time to time to assure timely payment of the Collection Amount.


 


(c)           In
the event Merchant does not maintain sufficient balances in the Collection Account for Lender to retain the Fixed Daily Payment,
Merchant will be subject to a five percent (5%) late fee for the amount of any deficiency, which would be automatically be added
to the next daily payment.


 


(d)           
Lender to timely remit funds.  Lender agrees to remit the net balance of the funds in the Lender Account to the
Merchant on a timely basis, as requested by the Merchant. Such remittances will be as frequently as daily (on business days) and
made via ACH or wire transfer, at the option of the Merchant. Lender will be subject to a five percent (5%) late fee for any amounts
that are not transferred on the dates requested by the Merchant, such late fee to be added to the next regularly scheduled transfer.


 











     

     

    
 


(e)           
Collection Amount Not Received by Collection Date.  If the Collection Amount specified in an Advance Schedule
is not received by the Lender by the Collection Date specified in the Advance Schedule, or if any other Event of Default exists,
the Merchant shall immediately pay to the Lender the balance of the Collection Amount that has not yet been remitted to and received
by the Lender.  Notwithstanding the Lender’s right to demand the immediate payment of all outstanding obligations
hereunder on the Collection Date, in the event Merchant’s obligation to pay the Collection Amount (plus Reimbursable Expenses
and all other fees and charges due hereunder and under the related Agreements) is not satisfied on or before the Collection Date,
and provided Merchant is not otherwise in default of this Agreement, in lieu of increasing the Fixed Daily Payment, the Lender
may, at the Lender’s option, continue to apply the specified Fixed Daily Payment to the obligations of the Merchant hereunder.  In
consideration of the Lender extending the Collection Date, Merchant hereby understands and agrees that Merchant shall pay to the
Lender an extension fee equal to two percent (2%) of the highest outstanding balance of Merchant’s obligations to Lender
for each 30 day period (or part thereof) after the Collection Date.  The extension fee would automatically be charged
to Merchant’s account on the 1st  day
after the Collection Date and each 30 days thereafter.  Merchant further understands and agrees that if any event or
condition specified in the first sentence of this Section 2(e) exists, the Lender may, in Lender’s reasonable business discretion,
increase the Fixed Daily Payment to 100% of the funds received into the Collection Account and, as such, recover from the Collection
Account and/or retain in the Lender Account all amounts due the Lender under this Agreement and/or any Related Agreements (as defined
below). 


 


3.           
Security Interest.   As security for the prompt performance, observance and payment in full of all obligations
of Merchant to Lender hereunder, Merchant hereby pledges, assigns, transfers and grants to Lender a security interest in, and continuing
lien upon, and right of setoff against the following property, whether such property or the Merchant’s right, title or interest
therein or thereto is now owned or existing or hereafter acquired or arising:  (a) all Accounts, including, without limitation,
all Credit Card Receivables; (b) all other payment rights arising out of the provision of goods or services by the Merchant; (c)
the Collection Account; and (d) all rights to receive payments from the Processor and all other rights arising out of or otherwise
relating to the Processor Agreement (collectively, the “ Collateral”).  All capitalized terms in this
description that are not otherwise defined shall have the meanings given to them under the UCC.  The Merchant also unconditionally
and irrevocably assigns to Lender and grants to Lender a security interest in and to all its present and future right, title and
interest to receive monies under all present and future Processor Agreements (as hereinafter defined), all other agreements with
Processors, agents, independent sales organizations (ISO’s) and all other persons, all of which shall be deemed to be part
of the Collateral.  In addition to the foregoing, the security interest in the Collateral secures the payment and performance
of all existing and future obligations of any nature whatsoever of the Merchant to the Lender, including, without limitation, the
Merchant’s obligation to pay all Collection Amounts, fees, and Reimbursable Expenses owing at any time under this Agreement
and/or any Related Agreements.  The term “Merchant,” as used in this Section 3, and for purposes of identifying
the debtor(s) granting the security interest in this Section 3, shall mean the Merchant in its own capacity and as agent for each
Merchant Affiliate (as defined below).


 


4.           
Control of Collection Account.  In addition to the matters described in Section 2(b) above, the Control Agreement
is also to provide that the Lender’s security interest in the Collection Account is to be perfected by control for purposes
of UCC §9-104(a)(2).


 


5.           
Representations and Warranties. The Merchant represents and warrants to the Lender as follows: (a) all of the information
provided by the Merchant to the Lender pursuant to this Agreement or otherwise is true, correct and complete in all respects; (b)
the Merchant has full power and authority to enter into this Agreement and any Related Agreements and to perform its obligations
hereunder and thereunder; (c) if the Merchant is an entity, (i) the Merchant is duly organized, validly existing and in good standing
under the laws of the jurisdiction of its organization, and (ii) the Merchant has full organizational power and authority to enter
into this Agreement and any Related Agreements and to pay and perform its obligations hereunder and thereunder; (d) the Merchant
is duly qualified to do business in each jurisdiction in which it conducts its business; (e) this Agreement is the legal and valid
obligation of the Merchant, enforceable against the Merchant in accordance with its terms; (f) the Merchant is solvent, has not
made an assignment for the benefit of creditors or filed in any court, pursuant to any statute of the United States or any state,
a petition for bankruptcy or insolvency, or filed for reorganization or for the appointment of a receiver or trustee of all or
a material portion of its property, and the Merchant does not have reason to believe any involuntary bankruptcy action or order
will be filed with respect to the Merchant; (g) all amounts are due with respect to all Credit Card Receivables are due in United
States Dollars; (h) any taxes or fees relating to any Credit Card Receivables or goods or services sold by the Merchant are solely
the Merchant’s responsibility; (i) the historical Credit Card Receivable data provided by the Merchant to the Lender does
not represent sales to any subsidiary, equity holder or other affiliate; (j) the Lender has a perfected first priority security
interest in the Collateral subject to no other security interest, lien or claim; and (k) the Merchant has provided to the Lender
a copy of all its processor or similar agreements with the Processor (collectively, and as amended or otherwise modified from time
to time, the “ Processor Agreement”).


 











     

     

    
 


6.           
Covenants.  The Merchant agrees as follows: (a) to conduct its business and use all Advances in the ordinary course
of its business and consistent with its past practices; (b) to exclusively use the Processor to process all of its charge card,
credit card and debit card transactions which give rise to Credit Card Receivables; (c) not to take any action to discourage the
use of charge cards, credit cards or debit cards or to permit any event to occur which could have an adverse effect on the use,
acceptance or authorization of charge cards, credit cards or debit cards for the purchase of the Merchant’s services and
products; (d) not to change its arrangements with Processor without obtaining the prior written consent of the Lender; (e) not
to permit any event to occur that could cause a diversion of any of the Merchant’s charge card, credit card or debit card
transactions to another charge, credit or debit card processor or to another charge, credit or debit card network or association;
(f) to comply with all of the terms and conditions imposed by the Processor and/or any applicable charge, credit or debit card
network, association or bank; (g) to provide the Lender with at least 10 days prior written notice of any event which would cause
any of the information provided by the Merchant to the Lender in this Agreement or otherwise to be untrue, incorrect or incomplete
in any respect; (h) to provide the Lender with at least 30 days prior written notice of the partial or full closing of any of Merchant’s
locations; (i) not to grant any lien on or security interest in, or sell, assign transfer, pledge or otherwise dispose of, any
Credit Card Receivables or other Collateral existing or arising on or after the date of this Agreement; (j) to comply with all
laws, rules and regulations applicable to the Merchant; (k) to permit the Lender and persons designated by the Lender to inspect
and copy all books and records (electronic or otherwise) of the Merchant, including, without limitation, all such books and records
relating to the Collateral; and (l) not to sell, assign, transfer, pledge or otherwise dispose of more than twenty-five percent
(25%) of the issued and outstanding shares of common stock or other evidence of ownership of Merchant or sell, assign, transfer,
pledge or otherwise dispose of a substantial portion of Merchant’s business or assets.  In addition, the Merchant
covenants and agrees that each Credit Card Receivable will (x) be based upon a bona fide sale and delivery of inventory or rendition
of services made by the Merchant in the ordinary course of its business, and (y) represent a payment obligation for goods or services
accepted by the Merchant’s customer and with respect to which such customer is obligated to pay the full amount and without
dispute, claim, offset, defense, deduction, rejection, recoupment, counterclaim or otherwise.


 


7.           
Loan Proceeds for Ordinary Business Use Only.  Any Advance at any time received by the Merchant from Lender shall
not be used directly or indirectly other than in the Merchant’s business; Merchant shall not, directly or indirectly, make
any loan to, or pay any claim other than for current remuneration or current reimbursable expense payable to any person and Merchant
shall, on demand, obtain and deliver to Lender subordinations in form and substance satisfactory to Lender of all claims of controlling
and controlled persons consistent with the foregoing.  


 


8.           
Credit Investigation; Inspection Rights. The Merchant irrevocably authorizes the Lender and its agents:  (a) to
investigate any references or any other information provided by the Merchant or obtained from or about the Merchant for purposes
of this Agreement or any Related Agreements; (b) to obtain any information from the Processor regarding the Merchant, including,
without limitation, any information relating to the Merchant’s Credit Card Receivables; (c) if the Lender so elects, to contact
and obtain any information from any account debtors or other persons liable for or involved in the payment, collection, processing
or any other aspect of the Merchant’s Credit Card Receivables and/or the collection or payment thereof.


 


9.           
Merchant’s Use of Trade Names; Merchant Affiliates.  If the Merchant’s Credit Card Receivables are
payable to the Merchant under one or more trade names, fictitious names, assumed names or other designations (collectively, “Trade
Names”), the Merchant authorizes the Processor and, to the extent applicable, the Collection Account Bank and the Lender
to receive and retain, to the extent provided herein or in any Related Agreements, all Credit Card Receivables owing to the Merchant
under any Trade Names.  Similarly, if any financial information, historical data or other information provided by the
Merchant to the Lender relates to any credit card or debit card receivables or the like owing or otherwise payable to any affiliates
of the Merchant (each, a “Merchant Affiliate”), (a) the Merchant represents and warrants to the Lender that
each such Merchant Affiliate has authorized the Merchant, as the Merchant Affiliate’s agent, to take all action described
in or contemplated by this Agreement or any Related Agreements with respect to such Merchant Affiliate’s receivables, including,
without limitation, the granting of the security interest in the Merchant Affiliate’s assets described in Section 3 above,
and (b) unless the context clearly requires otherwise, all references in this Agreement or any Related Agreements to “Merchant”
shall be deemed to refer to the Merchant on its own behalf and as agent for all Merchant Affiliates.


 











     

     

    
 


10.         
Events of Default.  The occurrence of any of the following actions shall constitute an “Event of Default”
under this Agreement:  (a) the Merchant fails to pay, perform or observe any obligation of the Merchant to the Lender,
including, without limitation, the Merchant fails to pay any Collection Amounts, fees or Reimbursable Expenses owing to the Lender;
(b) if collections into the Lender Account are insufficient to retain the Fixed Daily Payment on two (2) days in any thirty (30)
day period; (c) any representation or warranty made at any time by the Merchant to the Lender, or any information regarding the
Merchant supplied at any time by the Merchant to the Lender regarding the Merchant or its business, shall prove to be false or
misleading in any material respect; (d) any bankruptcy or other insolvency action shall be filed by or against the Merchant or
any receiver shall be appointed; (e) the Merchant violates any provisions of this Agreement and the Related Agreements, including
but not limited to, the Payment Instruction Agreement and the Processor Agreement, or the Merchant utilizes any person other that
the Processor to process any Credit Card Receivables; (f) any material adverse change occurs in the economic condition or prospects
of the Merchant, including but not limited to, Merchant’s default under any third party agreements, including real estate
leases, equipment leases or any other financing agreements; or (g) the Lender, acting in good faith, deems itself insecure.


 


11.         
Remedies. Upon the occurrence of an Event of Default, the Lender (a) shall be entitled to exercise all rights and remedies
specified in this Agreement and/or any of the Related Agreements, including, but not limited to, increasing the Fixed Daily Payments
in such amount as Lender deems reasonable as a result of such default, (b) shall be entitled to assess, in addition to all other
rights, remedies and fees, a Default Rate of interest on all outstanding obligations of the Merchant at the default rate of 18%
per annum (the " Default Rate") and such default interest shall be payable on demand.  The Default Rate
shall be computed on the basis of a 360-day year for the actual number of days elapsed and shall be computed on the daily outstanding
balance of Merchant’s obligations for each day Merchant remains in default or until all obligations are paid in full, whichever
is earlier; (c) shall have all rights and remedies of a secured party upon default under the UCC, and (d) shall be entitled to
exercise all other rights available to it at law or in equity.  All rights and remedies of the Lender shall be cumulative,
and no failure or delay in exercising any right or remedy by the Lender shall preclude the Lender from exercising the same or any
other right or remedy.


 


12.         
Reimbursable Expenses.  The Merchant agrees to reimburse the Lender on demand for the following (collectively,
“ Reimbursable Expenses”):  (a) all reasonable out-of-pocket costs and expenses incurred at any time
by the Lender in connection with any due diligence and/or credit investigation of the Merchant; (b) reasonable internal documentation
fees and external attorney’s fees and expenses incurred  with respect to the negotiation, preparation, consummation,
administration and/or any amendment of this Agreement and any other agreements between the Merchant and the Lender, including,
without limitation, any guaranty of all or any portion of the Merchant’s obligations to the Lender, which internal fees shall
be reasonably determined by the Lender based upon the time expended in conducting any of the foregoing matters; (c) any review
or verification of the Merchant’s Credit Card Receivables, any public records searches and the filing or other recordation
of any Uniform Commercial Code financing statements or other documents necessary or, in the Lender’s judgment, desirable
to perfect or preserve the security interest and other rights or remedies granted or available to the Lender under this Agreement;
(c) a service charge of $25 for each federal wire transfer initiated by or on behalf of the Lender to or for the benefit of the
Merchant or at Merchant’s option, $5.00 for each Automated Clearing House (“ACH”) transfer initiated by or on
behalf of the Lender to or for the benefit of the Merchant; or such greater amount as charged to Lender by the Collection Account
Bank with respect to any wire transfer and/or ACH; and (d) so long as any Event of Default is in effect, all costs and expenses
incurred by the Lender to enforce any of its rights and remedies under this Agreement and any Related Agreements, including, without
limitation, all internal and external attorneys’ fees and expenses and all experts’ and advisors’ fees and expenses
incurred by the Lender in connection therewith.


 


13.         
Indemnification. The Merchant agrees to indemnify, defend and hold harmless the Lender and its equity holders, officers,
managers, employees and agents from and against any damages, claims, liabilities, costs, expenses and/or other losses, including,
without limitation, attorney’s fees and court costs, arising out of or otherwise relating in any respect to this Agreement
and/or any Related Agreements, the transactions contemplated hereby and/or the exercise or enforcement of any rights of the Lender
in connection therewith, except insofar as any such indemnified losses arise out of the gross negligence or willful misconduct
of an indemnified party.  This Section shall survive any termination of this Agreement.


 











     

     

    
 


14.         
Power of Attorney.  The Merchant irrevocably designates, makes, constitutes and appoints the Lender, and all persons
designated by the Lender, as the Merchant’s true and lawful attorney and agent-in-fact (such power of attorney and agency
being coupled with an interest and therefore irrevocable until all of the Merchant’s obligations to the Lender have been
satisfied), and the Lender, and any persons designated by the Lender, may, at any time except as otherwise provided below, and
without notice to or the consent of the Merchant and in either the Merchant’s or the Lender’s name, (a) pay and/or
perform any obligations of the Merchant under this Agreement or any of the Related Agreements, (b)  receive payments
relating to the Collateral in the Merchant’s name and endorse the Merchant’s name on any checks, notes, acceptances,
drafts, money orders or any other evidence of payment or proceeds of any Collateral which come into the possession of the Lender
or its agents or under the Lender’s or its agents’ control, and (c) at any time an Event of Default exists, (i) to
the extent the Collateral consists of accounts receivable, enforce payment of the accounts by legal proceedings or otherwise and
generally exercise all of the Merchant’s rights and remedies with respect to the collection of the accounts, (ii) settle,
adjust, compromise, discharge or release any accounts or other Collateral or any legal proceedings brought to collect any of the
accounts or other Collateral, (iii) sell or otherwise transfer any Collateral upon such terms, for such amounts and at such time
or times as the Lender deems advisable, (iv) take control, in any manner, of any item of payment or proceeds relating to any Collateral,
(v) prepare, file and sign the Merchant’s name to a proof of claim in bankruptcy or similar document against any account
debtor, (vi) use the information recorded on or contained in any data processing equipment and computer hardware and software relating
to accounts and any other Collateral and to which the Merchant has access, and (vii) do all other acts and things necessary, in
the Lender’s determination, to fulfill the Merchant’s obligations under this Agreement and the Related Agreements.


 


15.         
Miscellaneous Definitions.  The following terms have the following meanings in this Agreement (capitalized terms
defined in this Section, or elsewhere in this Agreement, in the singular are to have a corresponding meaning when used in the plural,
and vice versa):


 


(a)           “Related
Agreements” means the Control Agreement, the Payment Instruction Agreement, all Advance Schedules and all other agreements
to which the Lender and the Merchant are parties from time to time, as any of the foregoing may be amended or otherwise modified
from time to time.


 


(b)           “UCC”
means Article 9 of the Uniform Commercial Code as in effect in the State of Virginia from time to time.


 


16.         
Miscellaneous.


 


(a)           
Entire Agreement; Waiver.  This Agreement constitutes the entire agreement between the parties with regard to
the subject matter hereof, and supersedes any prior agreements or understandings. This Agreement can be changed only by a writing
signed by all parties. The failure or delay of the Lender in exercising any right hereunder will not constitute a waiver thereof
or bar the Lender from exercising any of its rights at any time.


 


(b)           
One General Obligation; Cross Collateral.  The Merchant understands and agrees that all loans and advances by
Lender to Merchant under this Agreement, all Advance Schedules and the other Related Agreements, constitute one loan, and all indebtedness
and obligations of Merchant to Lender under this Agreement and all Advance Schedules, present and future, constitute one general
obligation secured by the Collateral and security held and to be held by Lender hereunder and by virtue of all other agreements
between Merchant (and all guarantors) and Lender now and hereafter existing, including the Related Agreements.  If more
than one Merchant, each Merchant shall be jointly and severally liable for payment of all of the obligations hereunder, the Related
Agreements and under any other agreement between Lender and any Merchant.  It is distinctly understood and agreed that
all of the rights of Lender contained in this Agreement shall likewise apply insofar as applicable to any modification of or supplement
to this Agreement and to any other agreements, present and future, between the Lender and Merchant, including the related Agreements.


 


(c)           
Interest Rate “Savings Clause”.  Notwithstanding anything to the contrary in this Agreement, (i) all
agreements and communications between the Merchant and the Lender are hereby and shall automatically be limited so that, after
taking into account all amounts deemed interest under this Agreement, the interest contracted for, charged or received by the Lender
shall never exceed the maximum lawful rate or amount, (ii) in calculating whether any interest exceeds the lawful maximum, all
such interest shall be amortized, prorated, allocated, and spread over the full amount and term of all principal indebtedness of
the Merchant to the Lender, and (iii) if through any contingency or event, the Lender receives or is deemed to receive interest
in excess of the lawful maximum, any such excess shall be deemed to have been applied toward payment of the principal of any and
all then outstanding indebtedness of the Merchant to the Lender, or if there is no such indebtedness, shall immediately be returned
to the Merchant.


 











     

     

    



 


(d)           
Governing Law; Consent to Forum.  This Agreement shall be governed by the laws of the State of Virginia without
giving effect to any choice of law rules thereof.  As part of the consideration for new value this day received, the
Merchant consents to the jurisdiction of any court
of competent jurisdiction in State of Virginia
(collectively, the “Chosen Forum”), and waives personal service of any and all process upon it and consents
that all such service of process be made by certified or registered mail directed to the Merchant at its most recent address as
reflected in the Lender’s records, and service so made shall be deemed to be completed upon delivery thereto.  The
Merchant waives any objection to jurisdiction and venue of any action instituted against it as provided herein and agrees not to
assert any defense based on lack of jurisdiction or venue.  The Merchant further agrees not to assert against the Lender
(except by way of a defense or counterclaim in a proceeding initiated by the Lender) any claim or other assertion of liability
relating to any of this Agreement, any of the Related Agreements, the Collateral or the Lender’s actions or inactions in
respect of any of the foregoing in any jurisdiction other than the Chosen Forum.  Nothing in this Agreement shall affect
the Lender’s right to bring any action or proceeding relating to this Agreement or the Related Agreements against the Merchant
or its properties in courts of other jurisdictions.


 


(e)           
Waiver of Jury Trial; Limitation on Damages.  To the fullest extent permitted by law, and as separately bargained-for
consideration to the Lender, the Merchant waives any right to trial by jury (which the Lender also waives) in any action, suit,
proceeding or counterclaim of any kind arising out of or otherwise relating to any of this Agreement, the Related Agreements, the
Collateral or the Lender’s actions or inactions in respect of any of the foregoing.  To the fullest extent permitted
by law, and as separately bargained-for consideration to the Lender, the Merchant also waives any right it may have at any time
to claim or recover in any litigation or other dispute involving the Lender, whether the underlying claim or dispute sounds in
contract, tort or otherwise, any special, exemplary, punitive or consequential damages or any damages other than, or in addition
to, actual damages.  The Merchant acknowledges that the Lender is relying upon and would not enter into the transactions
described in this Agreement on the terms and conditions set forth herein but for the Merchant’s waivers and agreements under
this Section.


 


(f)           
General Waivers by Merchant.  Except as otherwise expressly provided for in this Agreement, the Merchant waives:
(i) presentment, protest, demand for payment, notice of dishonor demand and protest and notice of presentment, default, notice
of nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all accounts, contract rights, documents,
instruments, chattel paper and guaranties at any time held by the Lender on which the Merchant may in any way be liable and ratifies
and confirms whatever the Lender may do in this regard; (ii) notice prior to taking possession or control of the Collateral or
any bond or security which might be required by any court prior to allowing the Lender to exercise any of the Lender’s remedies,
including the issuance of an immediate writ of possession; (iii) the benefit of all valuation, appraisement and exemption laws;
and (iv) any and all other notices, demands and consents in connection with the delivery, acceptance, performance, default or enforcement
of this Agreement or any of the Related Agreements and/or any of the Lender’s rights in respect of the Collateral.  The
Merchant also waives any right of setoff or similar right the Merchant may at any time have against the Lender as a defense to
the payment or performance of the Merchant’s obligations to the Lender under this Agreement or any of the Related Agreements.  If
the Merchant now or hereafter has any claim against the Lender giving rise to any such right of setoff or similar right, the Merchant
agrees not to assert such claim as a defense or right of setoff with respect to the Merchant’s obligations under this Agreement
or any Related Agreements, and to instead assert any such claim, if the Merchant so elects to assert such claim, in a separate
proceeding against the Lender and not as a part of any proceeding or as a defense to any claim initiated by the Lender to enforce
any of the Lender’s rights under this Agreement or any of the Related Agreements.


 


(g)           
Disbursing Agent.  The Merchants hereby appoint ONE UP INNOVATIONS, INC. as the “Disbursing Agent”
to the Merchants as it is in the best interest and convenience of the Merchants that all Advances made by Lender pursuant to this
Agreement be made only to the Disbursing Agent rather than to each of the Merchants individually.  Accordingly, the Disbursing
Agent shall be the sole entity entitled to receive the funds advanced by Lender under this Agreement and the Disbursing Agent shall
make disbursements to the Merchants as reasonably requested by each Merchant to conduct its respective business.  Moreover,
the Disbursing Agent and each Merchant agree that the Collection Amount shall be collected from the Collection Account.  All
of the proceeds received by Lender will be credited by Lender to the Disbursing Agent’s account and the Disbursing Agent
shall have the sole authority to further credit any such collections to each Merchant, individually.  Each Merchant hereby
irrevocably waives any claim it may have against Lender and hereby indemnifies and holds Lender harmless from and against all damages,
losses, claims, demands, liabilities, obligations, actions and causes of action whatsoever which such Merchant may have against
Lender which may arise as a result of Advances being made by Lender solely to the Disbursing Agent and/or collections being credited
by Lender solely the Disbursing Agent’s account with Lender.


 


(h)           
Successors and Assigns.  This Agreement binds and benefits each party and its successors, heirs and assigns, as
applicable; provided, however, that the Merchant may not assign this Agreement or any of its rights or obligations hereunder
without obtaining the prior written consent of the Lender.


 


 











     

     

    



 


(i)           
Severability; Section Headings.  Wherever possible, each provision of this Agreement and each Related Agreement
shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or
any Related Agreement shall be prohibited by or invalid under applicable law, such provision shall be ineffective only to the extent
of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement
of such Related Agreement, as the case may be.  Section headings herein and any Related Agreements are for convenience
only and are not controlling.





 


(j)           
Counterparts; Fax Signatures.  This Agreement and any Related Agreements may be executed in any number of counterparts
(whether facsimile or original), each of which shall be deemed an original as to the party whose signature appears thereon and
all of which together shall constitute one and the same instrument. An executed facsimile of this Agreement or any Related Agreement
shall be deemed a valid and binding agreement between the parties hereto or thereto.


 


[THE REMAINDER OF THIS PAGE IS INTENTIONALLY
BLANK]


 


 


 







 



     

     

    

 


 


IN WITNESS WHEREOF, the undersigned have entered
into this Agreement by their duly authorized representatives as of the date first written above.


 


	 	 
	 	POWER UP LENDING GROUP, LTD.
	 	 	 
	 	By:	 /s/ Curt Kramer
	 	Name: 	Curt Kramer
	 	Title:	President
	 	 	 
	 	ONE UP INNOVATIONS, INC. 
	 	Merchant 
	 	 	 
	 	By: 	/s/ Louis S. Friedman
	 	Name:  	Louis S. Friedman 
	 	Title: 	President 
	 	 	 
	 	FOAM LABS, INC. 
	 	Merchant 
	 	 	 
	 	By: 	/s/ Louis S. Friedman
	 	Name:  	Louis S. Friedman 
	 	Title: 	President 


 


	 	 
	 	 
	 	 


 







 



     

     

    

 


ADVANCE SCHEDULE 


No. 01 


 


ONE UP INNOVATIONS, INC. 


FOAM LABS, INC. 


 


Funding Date:    April
24, 2015


 


This Advance Schedule (the “Schedule”)
is issued pursuant to and is subject to all terms and conditions of the Credit Card Receivables Advance Agreement, dated on or
about April 21, 2015 (as amended from time to time in accordance with its terms, the “Master Agreement”), between
POWER UP LENDING GROUP, LTD. (the “Lender”) and ONE UP INNOVATIONS, INC. and FOAM LABS, INC., (individually
and collectively, the “Merchant”).  Capitalized terms used and not defined in this Schedule have the
meanings given to them in the Master Agreement.


 


The Merchant has requested that the Lender
make an Advance to the Merchant, and the Lender is willing to make such Advance, in each case subject to the following terms and
conditions:


 


	1. 	The Advance Amount is: 	 	$ 	400,000.00 	 
	 	 	 	 	 	 
	2. 	The fee is: 	 	$ 	48,000.00 	 
	 	 	 	 	 	 
	3. 	The Collection Amount is: 	 	$ 	448,000.00 	 
	 	 	 	 	 	 
	4. 	The Fixed Daily payment is: 	 	$ 	2,074.08 	 


 


	5. 	The Collection Date is February 22, 2016 
	 	 	 	 	 	 
	6. 	The Collection Account Bank and Collection Account are as follows: 	 	 	 	 


 


	Bank name: 	Signature Bank 
	 	26 Court St. 
	 	Brooklyn, NY 11242
	Routing/ABA Number:	
	Account Name to credit:	One Up Innovations
	Account Number to credit:	


 


 


	 	7. 	The Merchant agrees to repay the Collection Amount (plus all Reimbursable Expenses) by remitting (or causing to be remitted) to the Lender, on or before the Collection Date, the Collection Amount, by authorizing Lender to retain the Fixed Daily Payment from the Collection Account as provided in the Master Agreement.  If the Collection Amount is remitted to the Lender before the Collection Date, the Merchant shall not be entitled to any refund or other compensation.  If the Collection Amount is not remitted to the Lender by the Collection Date, Merchant may be subject to extension fees as set forth in the Master Agreement. 


 


	 	8. 	The Merchant grants to the Lender a security interest in the Collateral to secure the Merchant’s obligation to pay the Collection Amount and to secure all other existing and future obligations of the Merchant to the Lender. 


 


	 	9. 	The Merchant understands and agrees that all Advances by Lender to Merchant under the Master Agreement, this Advance Schedule, and under any other Related Agreements constitute one loan, and all indebtedness and obligations of Merchant to Lender under the Master Agreement, this Advance Schedule and the Related Agreements, present and future, constitute one general obligation secured by the Collateral. 


 











     

     

    
 


	 	10. 	The Merchant reaffirms all terms, conditions and agreements set forth in the Master Agreement and any Related Agreements and further represents and warrants to the Lender that all representations and warranties made by the Merchant in the Master Agreement and any Related Agreements entered into on or before the date hereof are true and correct on the date hereof as if made on the date hereof. 


 


This Schedule may be executed in counterparts.  Each
counterpart shall be deemed an original but all of which together shall constitute one and the same instrument.  An executed
facsimile of this Schedule shall be deemed to be a valid and binding agreement between the parties hereto.


 


Agreed to:


 


	 	 	ONE UP INNOVATIONS, INC. 
	POWER UP LENDING GROUP, LTD. 	 	for itself and as Disbursing Agent 
	 	 	 	 	 
	By:	/s/ Curt Kramer	 	By: 	/s/ Louis S. Friedman
	Name: 	Curt Kramer	 	Name:  	Louis Friedman 
	Title:	President	 	Title: 	President & CEO 


 











     

     

    

 


CORPORATE GUARANTY 


(Liberator, Inc.)


 


1.           POWER
UP LENDING GROUP, LTD. (“Lender”) has entered into a Credit Card Advance Agreement (“Loan Agreement”)
dated on or about April 21, 2015 with ONE UP INNOVATIONS, INC. and FOAM LABS, INC. (collectively, the “Merchant”)
and in consideration of One ($1.00) Dollar and other good and valuable consideration, the receipt and sufficiency of which are
hereby duly acknowledged, the undersigned guarantor (hereinafter, whether one or more, called "Guarantor", who,
if two or more in number, shall be jointly and severally bound), jointly and severally unconditionally guaranty to Lender, its
successors and assigns, Merchant’s full and prompt payment, performance and discharge of each and every obligation of Merchant
under said Loan Agreement and under all instruments given or executed by Merchant in connection therewith, and the full and prompt
payment of all other obligations of Merchant to Lender, wherever and however arising, direct or indirect, absolute or contingent,
all whether presently existing or hereafter arising, including, without limitation, all costs of collection, including attorney’s
fees.  The liability of the undersigned under this Guaranty shall be direct, immediate, absolute, continuing, unconditional
and unlimited and not conditional or contingent upon the pursuit by the Lender of whatever remedies it may have against the Merchant
or the Merchant’s successors, executors, administrators or assigns, or the collateral or liens it may possess, and this Guaranty
shall be a continuing guaranty of the payment of any and all obligations to Lender either made, endorsed or contracted by the Merchant,
or any successor of the Merchant and of all extensions or renewals thereof in whole or in part.


 


2.           As
collateral security for the obligations or liability of undersigned Guarantor under this Guaranty, as well as for any other obligation
or liability of the undersigned Guarantor to Lender, whether present or future, absolute or contingent, due or not due, the undersigned
Guarantor hereby grants to Lender, the following:


 


a continuing general lien and security interest
in and to substantially all of Guarantor’s assets, whether now existing or hereafter acquired or created, and wherever located,
including but not limited to, (a) all accounts receivable, including, without limitation, all credit card receivables; (b) all
rights to receive payments from Guarantor’s credit card processor and all other rights arising out of or otherwise relating
to the processor agreement between Guarantor and its processor; Guarantor hereby authorizes Lender to file such financing
statements in Guarantor’s name signed by Lender, or a reproduction of this Guaranty to reflect the security interest granted
hereunder.


 


3.           Notice
of acceptance hereof, of default by Merchant or any other parties, of presentment, protest and demand, and of all other matters
to which the undersigned might otherwise be entitled, is hereby waived by the undersigned.  Lender may grant extensions,
modifications and renewals to, and make compromises, amendments, settlements, compositions, releases, discharges and adjustments
with, Merchant and other parties, and with respect to any collateral securing Merchant’s obligations to Lender or collateral
securing this Guaranty without notice to any of the undersigned and without affecting the undersigned’s liability hereunder.  The
undersigned’s obligations hereunder shall be binding upon their respective administrators, executors, personal representatives,
successors and assigns.


 


4.           The
undersigned guarantor agrees that, whenever an attorney is used to obtain payment under or otherwise enforce this guaranty or to
enforce, declare or adjudicate any rights or obligations under this guaranty or with respect to collateral, whether by legal proceeding
or by any other means whatsoever, Lender's reasonable attorney's fee plus costs and expenses shall be payable by each Guarantor
against whom this guaranty or any obligation or right hereunder is sought to be enforced, declared or adjudicated.  Guarantor,
if more than one, shall be jointly and severally bound and liable hereunder and if any of the undersigned is a partnership, also
the members thereof individually.


 


5.           This
Guaranty shall be governed by and construed and interpreted in accordance with the laws of the State of Virginia and all actions
and proceedings arising out of or in connection herewith shall be litigated in the federal or state courts of such State.  The
undersigned hereby submit to the personal jurisdiction of such courts.


 


EACH OF THE UNDERSIGNED WAIVES THE RIGHT TO
TRIAL BY JURY IN ALL ACTIONS BROUGHT BY OR AGAINST LENDER.


 


IN WITNESS WHEREOF,
the undersigned Guarantor has hereunto set his hand this 21st day of April 2015.


 


	 	Liberator, Inc. 
	 	 	 
	 	By: 	/s/ Louis S. Friedman
	 	Name:  	Louis S. Friedman 
	 	Title: 	Chief Executive Officer


 








     

     

    

 


 


 


 


 


SECRETARY'S CERTIFICATE 


(Liberator, Inc.) 


 


WHEREAS , it is to the best interest
of this corporation to make, execute and deliver to POWER UP LENDING GROUP, LTD. the guarantee by this corporation of the obligations
of ONE UP INNOVATIONS, INC. and FOAM LABS, INC. (collectively, the “Borrower”); and


 


WHEREAS , the making, execution and
delivery of such guarantee has been authorized and approved by the written consent of a majority of the holders of all of the outstanding
shares of the capital stock of this corporation:


 


NOW, THEREFORE, be it


 


RESOLVED , that the President, Secretary,
Treasurer or other officer or any agent of this corporation, or any one or more of them, be and they are hereby authorized and
empowered to make, execute and deliver in the name of this corporation to POWER UP LENDING GROUP, LTD. the guarantee by this corporation
of the obligations of the Borrower, said guarantee to be substantially in the form annexed to the aforementioned written consent
of the holders of all of the outstanding shares of the capital stock of this corporation, hereby ratifying, approving and confirming
all that any of said officers or agent have done or may do in the premises.


 


I, Ronald Phillip Scott, do hereby certify
that I am the secretary of Liberator, Inc., a corporation organized and existing under and by virtue of the laws of the
State of Florida, having its principal place of business in the City of Atlanta, State of Georgia, that I am the keeper of the
corporate records and the seal of said corporation; that the foregoing is a true and correct copy of the resolution duly adopted
and ratified at a special meeting of the Board of Directors of said corporation duly convened and held in accordance with its by-laws
and the laws of said State at the office of said corporation on the 21st day of April, 2015 as taken and transcribed by me from
the minutes of said meeting and compared by me with the original of said resolution recorded in said minutes, and that the same
has not in any way been modified, repealed or rescinded but is in full force and effect.


 


WITNESS my hand and the seal of said
corporation this 21st day of April, 2015.


 


	 	 	Liberator, Inc.
	(Seal) 	 	 
	 	By: 	/s/ Ronald P. Scott
	 	 	Ronald P. Scott, Secretary 


 


 








     

     

    

 


 


GUARANTY 


(Louis Friedman) 


 


POWER UP LENDING GROUP, LTD. (“ Lender
”) has entered into a Credit Card Advance Agreement (“Loan Agreement”) dated on or about April 21,
2015 with ONE UP INNOVATIONS, INC. and FOAM LABS, INC. (collectively, the “Merchant”) and in consideration of
One ($1.00) Dollar and other good and valuable consideration, the receipt and sufficiency of which are hereby duly acknowledged,
the undersigned jointly and severally unconditionally guaranty to Lender, its successors and assigns, Merchant’s full and
prompt payment, performance and discharge of each and every obligation of Merchant under said Loan Agreement and under all instruments
given or executed by Merchant in connection therewith, and the full and prompt payment of all other obligations of Merchant to
Lender, wherever and however arising, direct or indirect, absolute or contingent, all whether presently existing or hereafter arising,
including, without limitation, all costs of collection, including attorney’s fees.  The liability of the undersigned
under this Guaranty shall be direct, immediate, absolute, continuing, unconditional and unlimited and not conditional or contingent
upon the pursuit by the Lender of whatever remedies it may have against the Merchant or the Merchant’s successors, executors,
administrators or assigns, or the collateral or liens it may possess, and this Guaranty shall be a continuing guaranty of the payment
of any and all obligations to Lender either made, endorsed or contracted by the Merchant, or any successor of the Merchant and
of all extensions or renewals thereof in whole or in part.


 


Notice of acceptance hereof,
of default by Merchant or any other parties, of presentment, protest and demand, and of all other matters to which the undersigned
might otherwise be entitled, is hereby waived by the undersigned. Lender may grant extensions, modifications and renewals to, and
make compromises, amendments, settlements, compositions, releases, discharges and adjustments with, Merchant and other parties,
and with respect to any collateral securing Merchant’s obligations to Lender or collateral securing this Guaranty without
notice to any of the undersigned and without affecting the undersigned’s liability hereunder. The undersigned’s obligations
hereunder shall be binding upon their respective administrators, executors, personal representatives, successors and assigns.


 


The undersigned guarantor
agrees that, whenever an attorney is used to obtain payment under or otherwise enforce this guaranty or to enforce, declare or
adjudicate any rights or obligations under this guaranty or with respect to collateral, whether by legal proceeding or by any other
means whatsoever, Lender's reasonable attorney's fee plus costs and expenses shall be payable by each Guarantor against whom this
guaranty or any obligation or right hereunder is sought to be enforced, declared or adjudicated. Guarantor, if more than one, shall
be jointly and severally bound and liable hereunder and if any of the undersigned is a partnership, also the members thereof individually.


 


This Guaranty shall be governed by and construed
and interpreted in accordance with the laws of the State of Virginia and all actions and proceedings arising out of or in connection
herewith shall be litigated in the federal or state courts of such State.  The undersigned hereby submit to the personal
jurisdiction of such courts.


 


EACH OF THE UNDERSIGNED WAIVES THE RIGHT TO
TRIAL BY JURY IN ALL ACTIONS BROUGHT BY OR AGAINST LENDER.







 



     

     

    

 


 


IN WITNESS WHEREOF,
the undersigned Guarantor has hereunto set his hand this 21st day of April 2015.


 


	 	/s/ Louis S. Friedman
	 	Louis Friedman 
	 	Atlanta, GA 30327 
	 	Social Security No.: