2	 



    	 	 	 



    




 





 


	1.	Delivery
    of Purchased Amount: Seller must deposit all Future Receipts into the single business banking account specified above, which
    may not be used for any personal, family or household purposes (the “Account”) and must instruct Seller’s
    credit card processor, which must be approved by Buyer (the “Processor”) to deposit all Payment Card receipts
    of Seller into the Account. Seller agrees not to change the Account or add an additional Account without the express written
    consent of Buyer. Seller authorizes Buyer to debit the weekly Amount from the Account each business day by either ACH or electronic
    check. Seller will provide Buyer with all required access codes and agrees not to change them without prior written consent
    from Buyer. Seller will provide an appropriate ACH authorization to Buyer. Seller understands that it is responsible for either
    ensuring that the weekly Amount is available in the Account each business weekday or advising Buyer prior to each weekly withdrawal
    of a shortage of funds. Otherwise, Seller will be responsible for any fees incurred by Buyer resulting from a rejected electronic
    check or ACH debit attempt, as set forth on Appendix A. Buyer is not responsible for any overdrafts or rejected transactions
    that may result from Buyer’s debiting any amount authorized under the terms of this Agreement. Seller understands that
    the foregoing ACH authorization is a fundamental condition to induce Buyer to accept the Agreement. Consequently, such authorization
    is intended to be irrevocable.
	 	 
	2.	Seller
    May Request Changes to the Daily Amount: The initial Daily Amount is intended to represent the Specified Percentage of Seller’s
    daily Future Receipts. For as long as no Event of Default has occurred, once each calendar month, Seller may request that
    Buyer adjust the Daily Amount to more closely reflect the Seller’s actual Future Receipts times the Specified Percentage.
    Seller agrees to provide Buyer any information reasonably requested by Buyer to assist in this reconciliation. No more often
    than once a month, Buyer may adjust the Daily Amount on a going-forward basis to more closely reflect the Seller’s actual
    Future Receipts times the Specified Percentage. Buyer will give Seller notice five business days prior to any such adjustment.
    After each adjustment made pursuant to this paragraph, the new dollar amount shall be deemed the Daily Amount until any subsequent
    adjustment.
	 	 
	3.	Weekly
    Amount Upon Default. Upon the occurrence of an Event of Default, the Weekly Amount shall equal 100% of all Future Receipts.
	 	 
	4.	Sale
    of Future Receipts (THIS IS NOT A LOAN): Seller is selling a portion of a future revenue stream to Buyer at a discount, not
    borrowing money from Buyer. There is no interest rate or payment schedule and no time period during which the Purchased Amount
    must be collected by Buyer. If Future Receipts are remitted more slowly than Buyer may have anticipated or projected because
    Seller’s business has slowed down, or if the full Purchased Amount is never remitted because Seller’s business
    went bankrupt or otherwise ceased operations in the ordinary course of business, and Seller has not breached this Agreement,
    Seller would not owe anything to Buyer and would not be in breach of or default under this Agreement. Buyer is buying the
    Purchased Amount of Future Receipts knowing the risks that Seller’s business may slow down or fail, and Buyer assumes
    these risks based on Seller’s representations, warranties and covenants in this Agreement that are designed to give
    Buyer a reasonable and fair opportunity to receive the benefit of its bargain. By this Agreement, Seller transfers to Buyer
    full and complete ownership of the Purchased Amount of Future Receipts and Seller retains no legal or equitable interest therein.
    Seller agrees that it will treat Purchase Price and Purchased Amount in a manner consistent with a sale in its accounting
    records and tax returns. Seller agrees that Buyer is entitled to audit Seller’s accounting records upon reasonable Notice
    in order to verify compliance. Seller waives any rights of privacy, confidentiality or taxpayer privilege in any such litigation
    or arbitration in which Seller asserts that this transaction is anything other than a sale of future receipts.
	 	 
	5.	Power
    of Attorney. Solely in connection with this Agreement, Seller irrevocably appoints Buyer as its agent and attorney-in-fact
    with full authority to take any action or execute any instrument or document to settle all obligations due to Buyer from Seller,
    or in the case of a violation by Seller of this Agreement or the occurrence of an Event of Default under Section 15 hereof
    by Seller, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under
    or in respect of any of the Future Receipts; (iii) to receive, endorse and collect any checks, notes, drafts, instruments,
    documents or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign Seller’s name on any invoice,
    bill of lading, or assignment directing customers or account debtors to direct payables to Buyer; (v) to file any claims or
    take any action or institute any proceeding which Buyer may deem necessary for the collection of any of the remaining Purchased
    Amount of the Future Receipts, or otherwise to enforce its rights with respect to delivery of the Purchased Amount; and/or
    (vi) to contact any Processor of Seller and to direct such Processor(s) to deliver directly to Buyer all or any portion of
    the amounts received by such Processor(s) and to provide any information regarding Seller requested by Buyer. Each Processor
    may rely on the previous sentence as written authorization of Seller to provide any information requested by Buyer. Each Processor
    is hereby irrevocably authorized and directed by Seller to follow any instruction of Buyer without inquiry as to Buyer’s
    right or authority to give such instructions. Seller acknowledges the terms of the preceding sentence and agrees not to (a)
    interfere with Buyer’s instructions or a Processor’s compliance with this Agreement or (b) request any modification
    thereto without Buyer’s prior written consent.



 





 



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	6.	Fees
    and Charges: Other than the Origination Fee, if any, set forth above, Buyer is NOT CHARGING ANY ORIGINATION OR BROKER FEES
    to Seller. If Seller is charged another such fee, it is not being charged by Buyer. A list of all fees and charges applicable
    under this Agreement is contained in Appendix A.
	 	 
	7.	Credit
    Report and Other Authorizations: Seller and each of the Owners signing above authorize Buyer, its agents and representatives
    and any credit reporting agency engaged by Buyer, to (i) investigate any references given or any other statements or data
    obtained from or about Seller or any of its Owners for the purpose of this Agreement, (ii) obtain consumer and business credit
    reports on the Seller and any of its Owners, and (iii) to contact personal and business references provided by the Seller
    in the Application, at any time now or for so long as Seller and/or Owners continue to have any obligation owed to Buyer as
    a consequence of this Agreement or for Buyer’s ability to determine Seller’s eligibility to enter into any future
    agreement with Buyer.
	 	 
	8.	Authorization
    to Contact Current and Prior Banks: Seller hereby authorizes Buyer to contact any current or prior bank of the Seller in order
    to obtain whatever information it may reasonably require regarding Seller’s transactions with any such bank. Such information
    may include but is not limited to, information reasonably necessary to verify the amount of Future Receipts previously processed
    on behalf of Seller and any fees that may have been charged by the bank. In addition, Seller authorizes Buyer to contact any
    current or prior bank of the Seller for collections and in order to confirm that Seller is exclusively using the Account identified
    above, or any other account approved by Buyer, for the deposit of all business receipts.
	 	 
	9.	Financial
    Information. Seller authorizes Buyer and its agents to investigate its financial responsibility and history, and will provide
    to Buyer any authorizations, bank or financial statements, tax returns, etc., as Buyer deems necessary in its sole discretion
    prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed acceptable as
    an authorization for release of financial and credit information. Buyer is authorized to update such information and financial
    and credit profiles from time to time as it deems appropriate. Seller waives, to the maximum extent permitted by law, any
    claim for damages against Buyer or any of its affiliates relating to any investigation undertaken by or on behalf of Buyer
    as permitted by this Agreement or disclosure of information as permitted by this Agreement.
	 	 
	10.	Transactional
    History. Seller authorizes all of its banks and brokers and Payment Card processors to provide Buyer with Seller’s banking,
    brokerage and/or processing history to determine qualification or continuation in this program, or for collections upon an
    Event of Default.
	 	 
	11.	Publicity.
    Seller hereby authorizes Buyer to use its name in listings of clients and in advertising and marketing materials subject to
    Seller’s prior approval of same (not to be unreasonably withheld).
	 	 
	12.	Application
    of Amounts Received by Buyer. Buyer reserves the right to apply amounts received by it under this Agreement to any fees or
    other charges due to Buyer from Seller prior to applying such amounts to reduce the amount of any outstanding Purchased Amount.
	 	 
	13.	Representations,
    Warranties and Covenants of Seller:


 


	 	13.1.	Good
    Faith, Best Efforts and Due Diligence. Seller will conduct its business in good faith and will use its best efforts to continue
    its business at least at its current level, to ensure that Buyer obtains the Purchased Amount.
	 	 	 
	 	13.2.	Stacking
    Prohibited. Seller shall not enter into any Seller cash advance or any loan agreement that relates to or involves its Future
    Receipts with any party other than Buyer for the duration of this Agreement. Buyer may share information regarding this Agreement
    with any third party in order to determine whether Seller is in compliance with this provision.


 





 




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	 	13.3.	Financial
    Condition and Financial Information. Any bank statements and financial statements of Seller that have been furnished to Buyer,
    and future statements that will be furnished to Buyer, fairly represent the financial condition of Seller at such dates, and
    Seller will notify Buyer promptly if there are material adverse changes, financial or otherwise, in the condition or operation
    of Seller or any change in the ownership of Seller. Buyer may request statements at any time during the performance of this
    Agreement and the Seller shall provide them to Buyer within five business days. Furthermore, Seller represents that all documents,
    forms and recorded interviews provided to or with Buyer are true, accurate and complete in all material respects, and accurately
    reflect Seller’s financial condition and results of operations. Seller further agrees to authorize the release of any
    past or future tax returns to Seller.
	 	 	 
	 	13.4.	Governmental
    Approvals. Seller is in compliance and shall comply with all laws and has valid permits, authorizations and licenses to own,
    operate and lease its properties and to conduct the business in which it is presently engaged and/or will engage in hereafter.
	 	 	 
	 	13.5.	Authority
    to Enter Into This Agreement. Seller and the person(s) signing this Agreement on behalf of Seller, have full power and authority
    to incur and perform the obligations under this Agreement, all of which have been duly authorized.
	 	 	 
	 	13.6.	Change
    of Name or Location or Sale or Closing of Business. Seller will not conduct Seller’s businesses under any name other
    than as disclosed to Buyer or change any of its places of business without prior written consent of Buyer. Seller will not
    sell, dispose, transfer or otherwise convey all or substantially all of its business or assets without (i) the express prior
    written consent of Buyer, and (ii) the written agreement of any purchaser or transferee assuming all of Seller’s obligations
    under this Agreement pursuant to documentation reasonably satisfactory to Buyer. Except as disclosed to Buyer in writing,
    Seller has no current plans to close its business either temporarily, whether for renovations, repairs or any other purpose,
    or permanently. Seller agrees that until Buyer has received all of the Purchased Amount Seller will not voluntarily close
    its business on a temporarily basis for renovations, repairs, or any other purposes. This provision, however, does not prohibit
    Seller from closing its business temporarily if such closing is required to conduct renovations or repairs that are required
    by local ordinance or other legal order, such as from a health or fire inspector, or if otherwise forced to do so by circumstances
    outside of the control of Seller. Prior to any such closure, Seller will provide Buyer ten business days notice to the extent
    practicable.
	 	 	 
	 	13.7.	No
    Pending or Contemplated Bankruptcy. As of the date Seller executes this Agreement, Seller is not insolvent and does not contemplate
    and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary
    petition brought or pending against Seller. Seller represents that it has not consulted with a bankruptcy attorney within
    six months prior to the date of this Agreement. Seller further warrants that it does not anticipate filing a bankruptcy petition
    and it does not anticipate that an involuntary petition will be filed against it.
	 	 	 
	 	13.8.	Seller
    to Maintain Insurance. Seller will possess and maintain insurance in such amounts and against such risks as are necessary
    to protect its business and will provide proof of such insurance to Buyer upon demand.
	 	 	 
	 	13.9.	Seller
    to Pay Taxes Promptly. Seller will promptly pay all necessary taxes, including but not limited to employment and sales and
    use taxes.
	 	 	 
	 	13.10.	No
    Violation of Prior Agreements. Seller’s execution and performance of this Agreement will not conflict with any other
    agreement, obligation, promise, court order, administrative order or decree, law or regulation to which Seller is subject,
    including any agreement the prohibits the sale or pledge of Seller’s future receipts.
	 	 	 
	 	13.11.	No
    Diversion of Receipts. Seller will not permit any event to occur that would cause a diversion of any of Seller’s Future
    Receipts from the Account to any other entity.
	 	 	 
	 	13.12.	Seller’s
    Knowledge and Representation. Seller represents warrants and agrees that it is a sophisticated business entity familiar with
    the kind of transaction covered by the Agreement; it was represented by counsel or had full opportunity to consult with counsel.


 





 




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	14.	Rights
    of Buyer:


 


	 	14.1.	Financing
    Statements Financing Statements and Security Interest. Seller grants Buyer a security interest in all of Seller’s present
    and future accounts, chattel paper, deposit accounts, personal property, assets and fixtures, general intangibles, instruments,
    equipment, inventory wherever located, and proceeds now or hereafter owned or acquired by Seller. Seller authorizes Buyer
    to file one or more UCC-1 forms consistent with the Uniform Commercial Code (“UCC”) in order to give notice of
    this security interest and that the Purchased Amount of Future Receipts is the sole property of Buyer. The UCC filing may
    state that such sale is intended to be a sale and not an assignment for security and may state that the Seller is prohibited
    from obtaining any financing that impairs the value of the Future Receipts or Buyer’s right to collect same. Seller
    authorizes Buyer to debit the Account for all costs incurred by Buyer associated with the filing, amendment or termination
    of any UCC filings.
	 	 	 
	 	14.2.	Right
    of Access. In order to ensure that Seller is complying with the terms of this Agreement, Buyer shall have the right to (i)
    enter, upon reasonably advance, the premises of Seller’s business during regular business hours 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 daily receipts to the Processor and to ensure that Seller has not violated any other provision of
    this Agreement, and (ii) Seller shall provide access to its employees and records and all other items as requested by Buyer,
    and (iii) have Seller provide reasonably necessary information about its business operations, banking relationships, vendors,
    landlord and other information to allow Buyer to interview any relevant parties.
	 	 	 
	 	14.3.	Phone
    Recordings and Contact. Seller agrees that any call between Buyer and Seller, and their agents and employees may be recorded
    or monitored. Further, Seller agrees that (i) it has an established business relationship with Buyer, its employees and agents
    and that Seller may be contacted from time-to-time regarding this or other business transactions; (ii) that such communications
    and contacts are not unsolicited or inconvenient; and (iii) that any such contact may be made at any phone number, emails
    address, or facsimile number given to Buyer by the Seller, its agents or employees, including cellular telephones.


 


	15.	Events
    of Default. The occurrence of any of the following events shall constitute an “Event of Default”: (a) Seller interferes
    with Buyer’s right to collect the Daily Amount; (b) Seller materially violates any term or covenant in this Agreement;
    (c) Seller uses multiple depository accounts without the prior written consent of Buyer; (d) Seller changes its depositing
    account or its payment card processor without the prior written consent of Buyer; (e) Seller materially defaults under any
    of the terms, covenants and conditions of any other agreement with Buyer (f) Seller fails to provide timely notice to Buyer
    such that in any given calendar month there are four or more ACH transactions attempted by Buyer are rejected by Seller’s
    bank.
	 	 
	16.	Remedies.
    If any Event of Default occurs, Buyer may proceed to protect and enforce its rights including, but not limited to, the following:


 


	 	16.1.	The
    Specified Percentage shall equal 100%. The full uncollected Purchased Amount plus all fees and charges (including legal fees)
    due under this Agreement will become due and payable in full immediately.
	 	 	 
	 	16.2.	Buyer
    may proceed to protect and enforce its rights and remedies by arbitration or lawsuit. In any such arbitration or lawsuit,
    under which Buyer shall recover Judgment against Seller, Seller shall be liable for all of Buyer’s costs of the lawsuit,
    including but not limited to all reasonable attorneys’ fees and court costs. However, the rights of Buyer under this
    provision shall be limited as provided in the arbitration provision set forth below.
	 	 	 
	 	16.3.	This
    Agreement shall be deemed Seller’s Assignment of Seller’s Lease of Seller’s business premises to Buyer.
    Upon an Event of Default, Buyer may exercise its rights under this Assignment of Lease without prior notice to Seller.
	 	 	 
	 	16.4.	Buyer
    may debit Seller’s depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated
    check drawn on Seller’s bank account or otherwise for all sums due to Buyer.


 





 




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	 	16.5.	Seller
    shall pay to Buyer all reasonable costs associated with the Event of Default and the enforcement of Buyer’s remedies,
    including but not limited to court costs and attorneys’ fees.
	 	 	 
	 	16.6.	Buyer
    may exercise and enforce its rights as a secured party under the UCC.
	 	 	 
	 	16.7.	All
    rights, powers and remedies of Buyer in connection with this Agreement may be exercised at any time by Buyer after the occurrence
    of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies
    provided by law or equity.


 


	17.	Modifications;
    Agreements. No modification, amendment, waiver or consent of any provision of this Agreement shall be effective unless the
    same shall be in writing and signed by Buyer and Seller.
	 	 
	18.	Assignment.
    Buyer may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in
    whole or in part, with or without prior written notice to Seller.
	 	 
	19.	Notices.


 


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


 


	20.	Binding
    Effect; Governing Law, Venue and Jurisdiction. This Agreement shall be binding upon and inure to the benefit of Seller, Buyer
    and their respective successors and assigns, except that Seller shall not have the right to assign its rights hereunder or
    any interest herein without the prior written consent of Buyer which consent may be withheld in Buyer’s sole discretion.
    This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regards to
    any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance
    or breach of this Agreement, shall, if Buyer so elects, be instituted in any court sitting in New York, (the “Acceptable
    Forums”). Seller agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable
    Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum,
    Seller waives any right to oppose any motion or application made by Buyer to transfer such proceeding to an Acceptable Forum.
	 	 
	21.	Survival
    of Representation, etc. All representations, warranties and covenants herein shall survive the execution and delivery of this
    Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full.
	 	 
	22.	Interpretation.
    All Parties hereto have reviewed this Agreement with an attorney of their own choosing and have relied only on their own attorney’s
    guidance and advice. No construction determinations shall be made against either Party hereto as drafter.
	 	 
	23.	Entire
    Agreement and Severability. This Agreement embodies the entire agreement between Seller and Buyer and supersedes all prior
    agreements and understandings relating to the subject matter hereof. In case any of the provisions in this Agreement is found
    to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained
    herein shall not in any way be affected or impaired.
	 	 
	24.	Facsimile
    Acceptance. Facsimile signatures hereon, or other electronic means reflecting the party’s signature hereto, shall be
    deemed acceptable for all purposes.
	 	 
	25.	Confidentiality:
    The terms and conditions of this Agreement are proprietary and confidential unless required by law, regulation or stock exchange
    rule. Seller shall not disclose this information to anyone other than as required by law, regulation or stock exchange rules
    or its attorney, accountant or similar service provider and then only to the extent such person uses the information solely
    for purpose of advising Seller and first agrees in writing to be bound by the terms of this Section. A breach entitles Buyer
    to damages and legal fees as well as temporary restraining order and preliminary injunction without bond.


 





 




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	26.	Monitoring,
    Recording, and Solicitations.


 


	 	26.1.	Authorization
    to Contact Seller by Phone. Seller authorizes Buyer, its affiliates, agents and independent contractors to contact Seller
    at any telephone number Seller provides to Buyer or from which Seller places a call to Buyer, or any telephone number where
    Buyer believes it may reach Seller, using any means of communication, including but not limited to calls or text messages
    to mobile, cellular, wireless or similar devices or calls or text messages using an automated telephone dialing system and/or
    artificial voices or prerecorded messages, even if Seller incurs charges for receiving such communications.
	 	 	 
	 	26.2.	Authorization
    to Contact Seller by Other Means. Seller also agree that Buyer, its affiliates, agents and independent contractors, may use
    any other medium not prohibited by law including, but not limited to, mail, e-mail and facsimile, to contact Seller. Seller
    expressly consents to conduct business by electronic means.


 


	27.	JURY
    WAIVER. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING
    IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART OR ITS ENFORCEMENT, EXCEPT
    WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. THE PARTIES ACKNOWLEDGE THAT
    EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF
    THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.
	 	 
	28.	ARBITRATION.
    IF BUYER, SELLER OR ANY GUARANTOR REQUESTS, THE OTHER PARTIES AGREE TO ARBITRATE ALL DISPUTES AND CLAIMS ARISING OUT OF OR
    RELATING TO THIS AGREEMENT. IF BUYER, SELLER OR ANY GUARANTOR SEEKS TO HAVE A DISPUTE SETTLED BY ARBITRATION, THAT PARTY MUST
    FIRST SEND TO ALL OTHER PARTIES, BY CERTIFIED MAIL, A WRITTEN NOTICE OF INTENT TO ARBITRATE. IF BUYER, SELLER OR ANY GUARANTOR
    DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN 30 DAYS AFTER THE NOTICE IS RECEIVED, BUYER, SELLER OR ANY GUARANTOR
    MAY COMMENCE AN ARBITRATION PROCEEDING WITH THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) OR NATIONAL ARBITRATION
    FORUM (“NAF”). BUYER WILL PROMPTLY REIMBURSE SELLER OR THE GUARANTOR ANY ARBITRATION FILING FEE, HOWEVER, IN THE
    EVENT THAT BOTH SELLER AND THE GUARANTOR MUST PAY FILING FEES, BUYER WILL ONLY REIMBURSE SELLER’S ARBITRATION FILING
    FEE AND, EXCEPT AS PROVIDED IN THE NEXT SENTENCE, BUYER WILL PAY ALL ADMINISTRATION AND ARBITRATOR FEES. IF THE ARBITRATOR
    FINDS THAT EITHER THE SUBSTANCE OF THE CLAIM RAISED BY SELLER OR THE GUARANTOR OR THE RELIEF SOUGHT BY SELLER OR THE GUARANTOR
    IS IMPROPER OR NOT WARRANTED, AS MEASURED BY THE STANDARDS SET FORTH IN FEDERAL RULE OF PROCEDURE 11(B), THEN BUYER WILL PAY
    THESE FEES ONLY IF REQUIRED BY THE AAA OR NAF RULES. SELLER AND THE GUARANTOR AGREE THAT, BY ENTERING INTO THIS AGREEMENT,
    THEY ARE WAIVING THE RIGHT TO TRIAL BY JURY.


 


 


 




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	29.	RIGHT
    TO OPT OUT OF ARBITRATION. SELLER AND GUARANTOR(S) MAY OPT OUT OF THIS CLAUSE. TO OPT OUT OF THIS ARBITRATION CLAUSE,
    SELLER AND EACH GUARANTOR MUST SEND BUYER A NOTICE THAT THE SELLER AND EACH GUARANTOR DOES NOT WANT THIS CLAUSE TO APPLY TO
    THIS AGREEMENT. FOR ANY OPT OUT TO BE EFFECTIVE, SELLER AND EACH GUARANTOR MUST SEND AN OPT OUT NOTICE TO THE FOLLOWING ADDRESS
    BY REGISTERED MAIL, WITHIN 14 DAYS AFTER THE DATE OF THIS AGREEMENT: BUYER – ARBITRATION OPT OUT, RADIUM2 CAPITAL INC.,
    65 WEST 36TH STREET, SUITE 12, NEW YORK, NY 10018, ATTENTION: LEGAL DEPARTMENT.


 





 




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Appendix
A – List of Fees and Charges


 


In
addition to the Purchased Amount of Future Receipts, the Agreement provides that the following fees shall be applied:


 


		1.	Underwriting
                                         Fee - $7,500 origination fee listed on page 1 of agreement.
	 	2.	Non-Sufficient
    Funds (NSF) Fee - $35.00 each (Up to FOUR TIMES ONLY before a default is declared)
	 	3.	Stopped
    Fee - $135.00
	 	4.	ACH
    Processing Fee - $12.50
	 	5.	UCC
    Filing Fee- $150.00
	 	6.	Default
    Fee - $5,000.00


 





 




    	 	 	 



    	 	 	 



    


 


Radium2
Capital, UNC.


Date:
November 27, 2017


 


Business
legal name: Long Island Iced Tea Corp / Long Island Brand Beverages LLC


Re:
Pre-Payment


 


This
amendment (“Amendment”) to Merchant Agreement dated November 27, 2017 is made as of November 27, 2017 between Radium2
Capital, Inc and Long Island Iced Tea Corp / Long Island Brand Beverages (the “Merchant”). Radium 2 Capital, INC.
and the Merchant are sometimes referred to herein collectively as the “Parties” and each as a “Party.”
Whereas, the Parties desire to modify certain terms of the Merchant Agreement Long Island Iced Tea Corp / Long Island Brand Beverages
LLC dated November 27, 2017.


 


In
consideration of the above promises and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto, intending to be legally bound, do hereby agree and amend the Agreement as follows:


 


Merchant
may prepay merchants advance in whole using the following schedule:


 


	Calendar
    days After Funding	 	Payoff
    Amount
	126
    (business) days	 	$838,312.50


 


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


 


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


 


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


 


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


 


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


 


Merchant:
Long island Iced Tea Corp / Long island Brand beverages LLC


Name:
Philip Thomas


Title:
Chief executive Officer


 


Signature
(s): /s/ Philip Thomas


Date:
11/27/2017