Financing Agreement

This Vendor Program Agreement (“Agreement”) is entered into by and between Currency Capital, LLC, a Delaware limited liability company having a place of business at 12100 Wilshire Blvd., 18th Floor, Los Angeles, CA 90025 (“Currency”) and the undersigned (referred to below as “you” or “your”) and will become effective on the date signed by you. In consideration of the terms and conditions stated below, Currency and you agree as follows:

1. From time to time your customers (each a “customer” or “applicant”), may submit to Currency lease and/or financing applications (each a “financing”) covering equipment, software and/or other products you sell (collectively, “equipment”). It is agreed that this Agreement does not create an agency, partnership or joint venture relationship between you and Currency. You agree that you (and your employees and agents) will not act as or represent yourself as Currency’s agent, partner, or joint venturer.

2. Currency shall provide you with active web-based links to be placed on individual asset listings, banner ads and other online platforms, which shall allow users of your services and websites to access Currency’s proprietary application and finance platform (“CurrencyFinance”) which will enable customers seeking financing to submit credit applications and related information directly to Currency.You may also refer interested customers to Currency via email sent to an address to be provided by Currency. Notice of approval or rejection of an application will be promptly provided to the customer. The approval of a customer or a transaction shall be in Currency’s sole and absolute discretion.

3. Currency shall make available to you CurrencyFinance and provide the construction of custom links for use on your website(s), point of sale systems or custom mobile friendly links as requested by you. In addition to monthly reports regarding customer activity through CurrencyFinance, Currency can also provide a host of data sharing, to the extent permitted by applicable law, which includes data related to customer applications, transaction status, marketing, conversion and general behavior. Currency will also make available its proprietary payment processing solution for electronic commerce and point of sale environments (“CurrencyPay“) in connection with the foregoing services. Upon your request, Currency will assist in determining applicability and extent to which such proprietary.

4. Once you enter into an agreement with CurrencyPay for payment transaction processing, CurrencyPay will pay you a rebate of your credit/debit card processing transaction fees based on monthly processing and financing volume calculated using the calculator at https://www.currencypay.com/payments/processing-rebates/ (“CurrencyPay Rebate”) to lower your processing rate to the tier for which you qualify each month. Currency will pay the Referral Fee and the Currency Pay Rebate by the 20th of each month for the previous months financing and transaction processing volume.

5. You represent, covenant and warrant that: (a) you are authorized and have all required licenses in each jurisdiction in which you conduct your business; (b) you at all times comply with applicable laws and regulations; (c) there will be no oral or written agreements or representations made by you to the customer regarding the financing, and no misrepresentations will have been made by you to Currency, the customer, their employees or agents regarding any financing or the equipment; (d) all documents provided by you to Currency will be accurate, true and correct and will not have been altered in any way; (e) upon payment you will transfer to Currency or the customer, as applicable, good and marketable title to the equipment, free from any lien or encumbrance; (f) the purchase price set forth in the invoice will not include any product, service or other thing of value not disclosed in the invoice; (g) neither the equipment, including but not necessarily limited to hardware or software, if any, nor the sale, distribution or leasing of same, violates or infringes upon the intellectual property or similar rights of any person or entity, including, without limitation, copyright, patent, trademark or trade secret rights; (h) you have performed all of your obligations to the customer; (i) you will verify the identification of all applicants by examining and sending a photocopy or image of customer’s (or their representative’s) photo ID to Currency; (j) you will not discriminate in the offering of any financing options; and (k) you will at all times maintain property and liability insurance coverage with reputable insurers sufficient to cover risks associated with your business. If the equipment includes any titled vehicle, you also represent, covenant and warrant that (l) you will provide Currency with a copy of the MCO or Certificate of Title and your invoice prior to the payment by Currency of the purchase price; (m) you will ensure that the invoice and back of the MCO or Certificate of Title will match the name of the customer approved by Currency and the VIN of the equipment; (n) If you do not process the titling of any equipment, then you will deliver to Currency the original MCO or Certificate of Title within ten (10) business days of receipt by you of the purchase price; (o) if you process the titling of the equipment, then you will follow Currency’s written instructions and will provide Currency with the Transfer Receipt of any documents submitted to a DMV; and (p) you will promptly cooperate with Currency to remedy any matters identified by Currency required to process any title. In addition, you promise to Currency that following the date of the sale of the equipment to Currency, or a customer, as applicable, you will continue to perform all of your obligations to the customer, if any. Your personnel will complete any training and follow any guidelines provided by Currency related to offering financing. These covenants, representations and warranties remain in effect after the date of the equipment sale to Currency.

6. You agree to defend, indemnify and hold Currency, its lenders and assigns harmless from and against all claims, demands, losses (including lost profit) and liabilities, suits and legal proceedings, and commercially reasonable related costs and expenses (including reasonable attorneys’ fees) arising out of or in any way related to: (a) a material breach of any of your representations, warranties, covenants or agreements stated in this Agreement; (b) negligent, tortious or unlawful acts or omissions committed by your personnel; or (c) a breach of your express or implied product warranty (if any) or breach of any other commercial warranty (if any) made or deemed to be made by you to the customer. This indemnity shall survive the termination of this Agreement. In the event you agree with a customer to rescind or cancel an sale of equipment for which Currency or its assigns has paid you , then any refund shall be paid to Currency, and not the customer, within 5 days of the return of the equipment, and will look solely to the customer for any restocking or other charges.

7. This Agreement will apply to all financings and applications submitted by you or your customers to Currency. Unless otherwise agreed, you will make the equipment available to a customer within 48 hours after you receive payment. Title to the equipment shall automatically pass to Currency, or the customer, as applicable, after payment of your invoice, and before such time, as between you and Currency, you will assume the risk of loss to the equipment. You agree to provide Currency with financial or other information upon request and shall keep Currency informed of all complaints and claims of injuries you receive related to CurrencyFinance, CurrencyPay or any equipment subject to a financing. You will not directly or indirectly circumvent Currency with Currency’s lender partners without Currency’s prior consent. Currency shall have the right to inspect your policies and procedures upon the giving of ten (10) business days’ prior notice to ensure compliance with this agreement and applicable law. No invoice or other writing not signed by Currency shall alter or modify any terms of this Agreement.

8. The initial term of this Agreement shall be for two years and shall automatically renew for additional one year terms unless terminated by you or Currency in writing. Either party may terminate this Agreement upon 30 days’ prior written notice. This Agreement shall be deemed to have been made under, and shall be construed and interpreted in accordance with, the laws of the State of California, excluding any conflicts-of-law principles. In the event a dispute arises between the parties, they agree to try for 60 days to resolve it informally following written notice of the dispute. If unable to do so, then each party agrees to binding arbitration before the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and not to sue in court in front of a judge or jury. Instead, a neutral arbitrator will decide, and the arbitrator’s decision will be final except for a limited right of appeal under the FAA. The term “dispute” is as broad as it can be and includes any claim or controversy between Currency and you arising from or related to this Agreement under any legal theory including contract, warranty, tort, statute, or regulation. The AAA will conduct any arbitration under its Commercial Arbitration Rules. Any hearing will take place in Los Angeles County, California. Currency and you agree that the prevailing party in an arbitration may petition to confirm the award in any court in any county where any party resides or has a place of business, and shall be entitled to an award of its reasonable attorney’s fees. CURRENCY AND YOU AGREE THAT SERVICE OF A STATEMENT OF CLAIM FOR ARBITRATION OR ANY PETITION TO CONFIRM AN AWARD SHALL BE SUFFICIENT IF SENT BY CERTIFIED OR REGISTERED MAIL, OR AS OTHERWISE PROVIDED UNDER APPLICABLE LAW. The parties agree that by agreeing to binding arbitration, they intend, to the fullest extent permitted by applicable law, to waive any right to a trial by jury. Notwithstanding any provision contained in the Agreement to the contrary, Currency may at any time and without notice assign all or part of any interest in this Agreement and/or any financing or transaction originated hereunder, but shall remain bound to perform its obligations. The parties intend and agree that a photocopy or PDF of this document with their signature thereon shall be treated as an original, and deemed to be binding, valid and an original signature document for all purposes. This Agreement and all ancillary documents between Currency and you may be digitally executed. The termination of this Agreement shall not affect the parties’ obligations with respect to any financing entered while this Agreement was in effect. The individual signing/accepting this agreement is authorized to do so.