CUSTOMER REFERRAL AGREEMENT

This CUSTOMER REFERRAL AGREEMENT (this “Agreement”), dated as of the Effective Date (as defined below), is entered into between Carat Card Club d/b/a Paygeon., a Delaware corporation (the “Company”) and (the “Referring Party

WHEREAS, the Company provides various services to its Customers (as defined below), including, but not limited to, contracting with several licensed banks to offer Low-Interest Venture Debt (each, a “LIVD”; and, collectively, the “LIVD Business”) to such Customers.

WHEREAS, the Referring Party is interested in introducing the Company to persons that may enter into a relationship with the Company and apply for capital via a LIVD provided by licensed banks (each, a “Customer

WHEREAS, the Company and the Referring Party wish to enter into this Agreement to set forth the terms for potential Referrals Fees (as defined below

NOW, THEREFORE, the parties agree as follows:

1. As further described in Section 2 below, the Company will pay to the Referring Party an amount equal to the applicable percentage set forth in the column titled “Applicable Percentage” in the Referral Fee Schedule below (the “Referral Fee Schedule”) corresponding to the amount of capital issued for a LIVD by a Customer in the column titled “Amount of Customer Approved” (the “Customer Approved”) in the Referral Fee Schedule that is attributable directly to Referring Party’s efforts, as determined in the reasonable discretion of the Company (such amount, the “Referral Fee”):

2. The payment of the Referral Fee shall occur as follows: within thirty (30) days (“Payment Date”) following the end of the preceding ninety (90) days (each, a “Fiscal Quarter”), the first such Fiscal Quarter beginning with the Effective Date, the Company will pay to Referring Party, the amount of the Referral Fee based on the Customer Approved for the corresponding Fiscal Quarter, as calculated on an annualized basis of the average balance in such Customer’s LIVD over such Fiscal Quarter set forth in Referral Fee Schedule; provided that as of such Payment Date, the Referring Party continues to use the Company’s LIVD Business. No “prorated” or partial Referral Fee will be provided in the event the Referring Party ceases using the LIVD Business prior to or as of the applicable Payment Date. Notwithstanding anything else herein to the contrary, the Company reserves the right to update the Referral Fee at the Company’s discretion upon reasonable notice to the Referring Party.

3. The Referring Party will not have the authority, express or implied, to make any commitment or incur any obligations on behalf of the Company other than making referrals as set forth in this Agreement. When seeking Customer referrals and otherwise performing the activities contemplated under this Agreement, the Referring Party will (a) not engage in any deceptive, misleading, illegal, or unethical practices; (b) not make any representations or warranties concerning the LIVD Business, except as expressly set forth in printed marketing collateral or documentation furnished by the Company; (c) conduct business in a manner that reflects favorably at all times on the good name, good will, and reputation of the Company; and (d) comply with all applicable federal, state, and local laws and regulations.

4. The Referring Party will bear the entire cost, taxes, and expense of conducting its business in accordance with the terms of this Agreement.

5. The Company may choose in its sole discretion to provide the Referring Party with marketing and technical information concerning the LIVDs, as well as related brochures, advertising literature, and other information. The Company retains all right, title, and interest in and to all marketing materials that it provides to the Referring Party under this Agreement. Any goodwill in the Company’s trademarks resulting from the Referring Party’s use of such marketing materials inures solely to the benefit of the Company and will not create any right, title, or interest for the Referring Party in the Company’s trademarks.

6. THE COMPANY MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER. THE COMPANY EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, AND TITLE. THE COMPANY DOES NOT WARRANT AGAINST INTERFERENCE WITH THE ENJOYMENT OF THE COMPANY’S PRODUCTS OR SERVICES OR AGAINST INFRINGEMENT. THE COMPANY DOES NOT WARRANT THAT THE COMPANY’S PRODUCTS OR SERVICES ARE ERRORFREE OR THAT THE OPERATION OF THE COMPANY’S PRODUCTS OR SERVICES WILL BE SECURE OR UNINTERRUPTED. THE REFERRING PARTY

WILL NOT HAVE THE RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF THE COMPANY TO ANY THIRD PARTY.

7. The Referring Party will indemnify, defend, and hold harmless the Company and its affiliates and their employees, directors, agents, and representatives (“Company Indemnified Parties”) from any actual or threatened third party claim arising out of the Referring Party’s breach of this Agreement or based upon the Referring Party’s negligence or willful misconduct, including all damages, costs, and attorneys’ fees finally awarded against any Company Indemnified Party in connection with any such claim, all out-of-pocket costs (including reasonable attorneys’ fees) reasonably incurred by any Company Indemnified Party in connection with the defense of such a proceeding, and any settlement amounts arising under such claims and agreed to by the Referring Party, in each case if: (a) the applicable Company Indemnified Party gives the Referring Party prompt written notice of the claim; and (b) the Referring Party has full and complete control over the defense and settlement of the claim.

8. Any information disclosed by the Company to the Referring Party will be considered confidential information of the Company. The Referring Party will not use any such confidential information for any purpose other than to perform its obligations under this Agreement and will not otherwise disclose any such confidential information to any third party. The foregoing obligation of confidentiality shall survive the expiration or termination of this Agreement and shall continue until such time as all such confidential information disclosed hereunder becomes publicly known or made generally available through no action or inaction of the Referring Party.

9. This Agreement may not be amended or modified except by a writing signed by the parties.

10. This Agreement commences upon the date of last signature below (the “Effective Date”) and will continue in effect until the first anniversary of the Effective Date, unless earlier terminated by either party in accordance with the terms of this Agreement. Either party may terminate this Agreement without cause immediately upon written notice to the other party. Upon any termination or expiration of this Agreement, the following provisions will survive: Sections 3, 6, 7, 8, and 11.

11. This Agreement shall be governed by and construed and interpreted in accordance with the laws of the State of New York. Any suit, action, or proceeding arising out of this Agreement may be instituted against it in the state or federal courts located in New York County, New York. Each of the parties hereby waives any objection that it may have to the venue of any such suit, action, or proceeding, and each of the parties hereby irrevocably consents to the personal jurisdiction of any such court in any such suit, action, or proceeding.

12. Neither party may assign any rights under this Agreement or delegate any duties under this Agreement, except that the Company may assign its rights and obligations under this Agreement to a successor to its business (including by way of merger, acquisition, sale of all or substantially all of its assets, or operation of law) without the Referring Party’s prior written consent. Any attempted or purported assignment or delegation of this Agreement or any rights or duties hereunder by either party shall be void.

13. This Agreement contains the entire agreement of the parties and supersedes all prior negotiations, correspondence, understandings and agreements between the parties, regarding the subject matter hereof.

14. No right or power of either party shall be deemed to have been waived by any act or conduct on the part of such party, or by any neglect to exercise such right or power, or by any delay in so doing; and every right and power of each party shall continue in full force and effect until such right or power is specifically waived by an instrument in writing executed by such party. No waiver of any right or power on any one occasion shall be deemed to be a waiver of any other right or power or of the same right or power on any subsequent occasion. All remedies of each party against the other are cumulative.

15. Any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by email or facsimile, three days after being mailed by first class mail, or one business day after being Approved for next-day delivery with a nationally recognized overnight delivery service, all charges or postage prepaid, properly addressed to the party to receive such notice at the last address furnished for such purpose by the party to whom the notice is directed.

16. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

17. Neither party intends for this Agreement to benefit any third party not expressly named in this Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed by or on behalf of the parties hereto as of the latest date set forth below.

Under penalties of perjury, I certify that: 1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and 2. I am not subject to backup withholding because (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding; and 3. I am a U.S. citizen or other U.S. person (defined below); and 4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct. Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid, acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and, generally, payments other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part II, later.