FIRST
AMENDMENT TO LOAN AND SECURITY AGREEMENT


 


This
First Amendment to Loan and Security Agreement (the “Amendment”) dated as of November 12, 2013 is made
by and between BFG LOAN HOLDINGS, LLC, a Florida limited liability company (“Lender”), IEC SPV, LLC,
a Delaware limited liability company (“Borrower”), INVESTMENT EVOLUTION GLOBAL CORPORATION, a Delaware
corporation (“IEGC”), INVESTMENT EVOLUTION CORPORATION, a Delaware corporation (“IEC”),
and PAUL J. MATHIESON, an individual (“Mathieson”, and with IEGC and IEC, each a “Guarantor”
and collectively the “Guarantors”, and together with Borrower and Guarantors, each a “Loan
Party” and collectively the “Loan Parties”).


 


RECITALS


 


A.
Borrower and Lender entered into that certain Loan and Security Agreement dated June 11, 2012 (as may be amended, supplemented
or restated from time to time, the “Loan Agreement”) with respect to a line of credit from Lender to
Borrower up to the original principal amount of $3,000,000.00 (the “Loan”). All capitalized terms not
otherwise defined herein shall have the meanings assigned to them in the Loan Agreement.


 


B.
Pursuant to the Loan Agreement, (i) Borrower executed and delivered to Lender that certain Promissory Note dated June 11, 2012
in the original principal amount of $3,000,000.00 in favor of Lender evidencing the Loan (as may be amended, supplemented or restated
from time to time, the “Note”) and (ii) Borrower, IEGC, IEC and Lender entered into that certain Agreement
dated June 11, 2012 (as may be amended, supplemented or restated from time to time, the “Profit Sharing Agreement”)
pursuant to which, among other things, Borrower agreed to pay to Lender a percentage of its Net Profit (as such term is defined
therein), and each of Borrower, IEGC, and IEC granted Lender the right to participate in future equity or debt financings.


 


C.
To further secure the Loan, among other things, (i) IEGC executed and delivered that certain Continuing and Unconditional Guaranty
dated June 11, 2012 in favor of Lender guaranteeing all indebtedness of Borrower to Lender (as amended, supplemented or restated
from time to time, the “IEGC Guaranty”), (ii) IEC executed and delivered that certain Continuing and
Unconditional Guaranty dated June 11, 2012 in favor of Lender guaranteeing all indebtedness of Borrower to Lender (as amended,
supplemented or restated from time to time, the “IEC Guaranty”), and (iii) Mathieson executed and delivered
that certain Limited Guaranty dated June 11, 2012 in favor of Lender guaranteeing all indebtedness of Borrower to Lender subject
to the restrictions contained therein (as amended, supplemented or restated from time to time, the “Mathieson
Guaranty”, and with the IEGC Guaranty and IEC Guaranty, each a “Guaranty” and collectively the
“Guaranties”). The Loan Agreement, Note, Profit Sharing Agreement, Guaranties and any and all documents
related thereto or executed in connection therewith shall be referred to herein as the “Loan Documents”.


 


D. Borrower
has requested that Lender grant certain financial accommodations to Borrower, and Lender is willing, although it is under no obligation
to do so, to grant the requested financial accommodations on the terms and conditions set forth in this Amendment.


 




    	 



    	 



    


 


NOW,
THEREFORE, in consideration of the execution and delivery of this Amendment and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the parties hereto hereby agree as follows:


 


AGREEMENT


 


1.
Recitals. Each of the statements, representations and other information contained in the above recitals is expressly incorporated
herein, except as set forth above, and is represented by each of the Loan Parties to be true and correct.


 


2.
Definitions.


 


2.1
Advance Rate. The definition of “Applicable Percentage” in Section 1.1 of the Loan Agreement is hereby amended
and restated to read as follows:


 


““Applicable
Percentage” shall equal eight five percent (85%).”


 


2.2
Interest Rate. The definition of “Interest Rate” in Section 1.1 of the Loan Agreement is hereby amended and
restated to read as follows:


 


““Interest
Rate” shall mean eighteen percent (18%) per annum.”


 


2.3
Interest Rate. The definition of “Loan” in Section 1.1 of the Loan Agreement is hereby amended and restated
to read as follows:


 


““Loan”
shall mean the line of credit established in favor of the Borrower in the principal amount of Ten Million and No/100 Dollars ($10,000,000.00)
as evidenced by the Note.”


 


2.4
Interest Rate. The definition of “Note” in Section 1.1 of the Loan Agreement is hereby amended and restated
to read as follows:


 


““Note”
shall mean that certain Amended and Restated Promissory Note in the principal amount of Ten Million and No/100 Dollars ($10,000,000.00),
dated November 12, 2013, executed and delivered by the Borrower to evidence the Loan, as such note may be amended, modified or
supplemented from time to time.”


 


2.5
Interest Rate. The definition of “Revolving Credit Limit” in Section 1.1 of the Loan Agreement is hereby amended
and restated to read as follows:


 


““Revolving
Credit Limit” shall mean Ten Million and No/100 Dollars ($10,000,000.00).”


 


2.6
Conversion Date. The definition of “Term Conversion Date” in Section 1.1 of the Loan Agreement is hereby amended
and restated to read as follows:


 


““Term
Conversion Date” shall mean June 30, 2014.”


 




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3. Advances.
Section 2.2 of the Loan Agreement is hereby deleted in its entirety and replaced with the following provision:


 


“2.2
Availability Period. Provided that no Event of Default shall exist or be continuing, during the Availability Period, and upon
five (5) Business Days’ prior written notice to the Lender, proceeds may be disbursed by the Lender to the Borrower under
the Note, repaid by the Borrower, and, upon five (5) Business Days’ prior written notice to the Lender, re-borrowed by the
Borrower under the Note until the Term Conversion Date. Notwithstanding anything to the contrary in this Agreement, the Borrower
shall not be entitled to borrow under the Note, and the Lender shall not be obligated to advance funds to the Borrower, (a) if
the Outstanding Loan Balance exceeds, or the advance requested by the Borrower would cause the Outstanding Loan Balance to exceed,
Three Million and No/100 Dollars ($3,000,000.00), without the express written approval of the Lender, in its sole and absolute
discretion, or (b) more than two (2) times per thirty (30) day period and unless the Borrower has delivered a Compliance Certificate
to the Lender within five (5) days prior to such advance. All advances under this Agreement shall be a minimum amount of Twenty
Five Thousand and No/100 Dollars ($25,000.00) and aggregate not more than Five Hundred Thousand and No/100 Dollars ($500,000.00)
in any thirty (30) day period; provided, however, the Borrower shall not be entitled to obtain advances aggregating
more than Two Hundred Fifty Thousand and No/100 Dollars ($250,000.00) in any thirty (30) day period without the Lender’s
prior express written approval separate from this Agreement.”


 


4. Payments.
Section 2.5(b) of the Loan Agreement is hereby deleted in its entirety and replaced with the following provision:


 


“(b)
Commencing on July 1, 2014 and continuing on the same day of each and every calendar month thereafter through and including the
month in which the Maturity Date occurs, payments of one hundred percent (100%) of the Consumer Loan Proceeds shall be applied
to accrued and unpaid interest and the outstanding principal balance of the Loan.”


 


5. Representation
and Warranties. Each of the Loan Parties represents and warrants to Lender that:


 


5.1 Loan
Documents. Except to the extent previously disclosed to Lender in writing, all representations and warranties made
and given by the Loan Parties in the respective Loan Documents are true, complete, accurate, and correct, as if given on the Effective
Date of this Amendment.


 


5.2 No
Defaults. There is no event which is, or with notice or lapse of time or both would be, a default under the Loan Documents
except for those events, if any, that have been disclosed in writing to Lender or waived in writing by Lender,


 


5.3 No
Claims or Defenses. None of the Loan Parties have any claims, offsets, counterclaims, or defenses with respect to:
(i) the payment of the Loan; (ii) the payment of any other sums due under the respective Loan Documents; (iii) the performance
of such party’s obligations under the respective Loan Documents; or (iv) any liability under any of the Loan Documents.


 




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5.4 No
Duress. This Amendment has been entered into without force or duress, of the free will of each of the Loan Parties.
Such Loan Party’s decision to enter into this Amendment is a fully informed decision and the same is aware of all legal
and other ramifications of such decision.


 


5.5 No
Novation. This Amendment is not intended by the parties to be a novation of the respective Loan Documents and, except
as expressly modified herein, all terms, conditions, rights, and obligations as set out in the respective Loan Documents are hereby
reaffirmed and shall otherwise remain in full force and effect as originally written and agreed.


 


5.6 Due
Authorization. Each of the Loan Parties, if an entity, has the requisite corporate power and authority to execute and
deliver this Amendment, and to perform its obligations hereunder and under the respective Loan Documents to which it is a party.
The execution, delivery and performance by each of the Loan Parties of this Amendment, if an entity, has been duly approved by
all necessary corporate action and no other corporate proceedings are necessary to consummate such transactions. The individuals
signing this Amendment on behalf of such Loan Parties are duly authorized to enter into this Amendment.


 


6.
Conditions to Effectiveness. This Amendment shall become effective as of the date first written above (the “Effective
Date”) upon the occurrence of the following conditions:


 


6.1 Lender
shall have received executed counterpart originals of this Amendment from each of the Loan Parties and originals or certified
or other copies of such other documents as Lender may request, in its sole discretion, to consummate the transactions contemplated
hereby.


 


6.2
Lender shall have received an Amended and Restated Promissory Note, in form and content acceptable to Lender in its sole discretion
(the “Amended Note”), executed by Borrower and all other items required for the effectiveness thereof.


 


6.3 Each
Loan Party shall be in compliance with all other terms and conditions of the Loan Documents.


 


6.4 Lender
shall have received evidence that the execution, delivery and performance by each Loan Party of this Amendment and any instrument
or agreement required under this Amendment have been duly authorized.


 


6.5 Borrower
shall have paid Lender (i) the amount of $10,000.00 as a modification fee for the Loan and (ii) all attorneys’ fees and
costs incurred by Lender with regard to the Loan and this Amendment.


 


7. No
Waiver. This Amendment shall not act as or constitute a waiver of any of Lender’s rights or remedies with regard
to any defaults under the Loan Agreement, Note or any other Loan Documents that may exist now or may occur in the future.


 




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8. Continuing
Obligations. Borrower hereby agrees and acknowledges that: (i) nothing herein invalidates or shall impair or release
any covenants, conditions, agreements or stipulations in any of the Loan Agreement or other Loan Documents, except as such is
modified by the Amendment, and the same shall continue in full force and effect; (ii) nothing herein affects, invalidates, impairs
or released it from its obligations to repay any indebtedness to Lender; and (iii) nothing herein shall be deemed a waiver by
Lender of any rights it may have against any party with respect to any of the Loan Documents.


 


9. Confirmation
of Collateral; Further Assurances. Borrower hereby (a) confirms to Lender all security interests and liens heretofore
granted by it to Lender securing the obligations of Borrower to Lender arising out of the Loan Documents; (b) acknowledges and
agrees that all such obligations shall continue to be secured by any and all such security interests and liens; and (c) agrees
to execute and deliver to Lender any and all agreements and other documentation and to take any and all actions reasonably requested
by Lender at any time to assure the perfection, protection, priority, and enforcement of Lender’s rights under the Loan
Documents, including this Amendment, with respect to all such security interests and liens, at Borrower’s sole cost and
expense.


 


10. Borrower’s
Reaffirmation. Except as modified hereby, Borrower acknowledges and agrees all of the terms, covenants, and conditions
of the Loan Agreement and all other Loan Documents are ratified, reaffirmed, and confirmed and shall continue in full force and
effect. All security instruments executed by Borrower or any other Loan Party shall continue to secure the Loan. Should any term
or provision of the Loan Agreement or Note conflict with the terms or provisions contained in this Amendment, the terms and provisions
of this Amendment shall be controlling. This Amendment is not intended to be, nor shall it be construed to be, a novation or an
accord and satisfaction of any other obligation or liability of Borrower to Lender.


 


11. Guarantors’
Reaffirmation. Each Guarantor hereby (a) acknowledges and consents to the execution, delivery, and performance by Borrower
of this Amendment and the Amended Note; (b) warrants and covenants to the Lender that, except to the extent previously disclosed
to the Lender in writing, all representations and warranties previously made by Guarantor to the Lender are true, complete, and
accurate as of the date of this Amendment; and (c) reaffirms and agrees that the Guaranty to which such Guarantor is party and
all other documents and agreements executed and delivered by either such Guarantor or Borrower to the Lender in connection with
any indebtedness of Borrower or Guarantor to the Lender, including, without limitation, the Loan Agreement, Note, Profit Sharing
Agreement and any other document securing the Loan, are all in full force and effect, without defense, offset, or counterclaim,
or alternatively, that any such right of defense, offset or counterclaim is hereby expressly waived.


 


12.
Lender Release. As a material part of the consideration for Lender entering into this Agreement, each of the Loan Parties,
for himself, herself or itself and all of his, her or its respective heirs, personal representatives, agents, employees, officers,
directors, shareholders, successors and assigns (the “Releasors”), hereby remises, releases and forever
discharges Lender and its past and present agents, general agents, members, brokers, representatives, heirs, successors, affiliates,
subsidiaries, parents, predecessors, assigns, officers, stockholders, directors, principals, attorneys, employees, partners, independent
contractors, consultants, experts, administrators, insurers, reinsurers, and indemnitors (collectively, the “Affiliates”)
of and from any and all, and all manner of, action and actions, cause and causes of action, suits, debts, breaches of duty, other
breaches, notes, dues, sums of money, accounts, reckonings, undertakings, bonds, bills, specialties, covenants, contracts, controversies,
agreements, guarantees, indemnifications, promises, liens, variances, trespasses, damages, judgments, taxes, interest, penalties,
assessments, extents, executions, expenses, claims, demands and liabilities whatsoever of every kind and nature, whether known
or unknown, direct or consequential, foreseen or unforeseen, matured or unmatured, developed or undeveloped, discoverable or undiscoverable,
whether or not well-founded in fact or in law, and whether in law or equity or otherwise, which any of the Releasors ever had
or now have against any or all of Lender or its Affiliates.


 




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13. Charges.
Each of the Loan Parties further acknowledges and agrees that all interest or other fees or charges which have been imposed, accrued
or collected by Lender (including all of its predecessors) under the Loan Documents or in connection with the Loan through the
date of this Amendment, and the method of computing the same, were and are proper and agreed to, and were properly computed and
collected.


 


14. Severability;
Waivers. If any part of this Amendment is not enforceable, the rest of the Amendment may be enforced. Lender retains
all rights, even if it makes an advance after default. Any consent or waiver under this Amendment must be in writing.


 


15. Headings.
Article and paragraph headings are for reference only and shall not affect the interpretation or meaning of any provisions of
this Amendment.


 


16. Counterparts.
This Amendment may be executed in as many counterparts as necessary or convenient, and by the different parties on separate counterparts
each of which, when so executed, shall be deemed an original but all such counterparts shall constitute but one and the same agreement.
Delivery of an executed counterpart of this Amendment (or of any agreement or document required by this Amendment and any amendment
to this Amendment) by telecopy or other electronic imaging means shall be as effective as delivery of a manually executed counterpart
of this Amendment; provided, however, that the telecopy or other electronic image shall be promptly followed by an original if
required by Lender.


 


17.
FINAL AGREEMENT. THIS WRITTEN AMENDMENT REPRESENTS THE FINAL AGREEMENT
BETWEEN AND AMONG THE PARTIES HERETO AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS
BETWEEN OR AMONG THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN OR AMONG THE PARTIES.


 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed and delivered as of the day and year first
above written.


 


	 	IEC SPV, LLC
	 	 
	 	By:	/s/
    Paul J. Mathieson
	 	Name:	Paul
    J. Mathieson
	 	Its:	Managing
    Member
	 	 	 
	 	INVESTMENT EVOLUTION CORPORATION 
	 	 	 
	 	By:
    	/s/
    Paul J. Mathieson
	 	Name:
    	Paul
    J. Mathieson
	 	Its:	President
	 	 	 
	 	INVESTMENT EVOLUTION GLOBAL CORPORATION
	 	 
	`	By:	/s/ Paul J.
    Mathieson
	 	Name:	Paul
    J. Mathieson
	 	Its:	President
	 	 	 
	 	BFG LOAN HOLDINGS, LLC
	 	 
	 	By:	
	 	Name:	John
    Fernando
	 	Its:	President


 


[Signature
page to First Amendment to Loan and Security Agreement]




 






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