INDEPENDENTSALES ORGANIZATION AGREEMENT

WHEREAS Company, either directly or through an entity that is directly or indirectly controlling, being controlled by, or under common control with Company ( each an “Affiliate”) purchases from businesses (“Seller”) at a discount the future business receipts of the Seller, including but not limited to cash, check, credit card, electronic fund transfer or other forms of payment that arise from sales of goods or services by the Seller in the ordinary course of Seller’s business for an amount agreed to by Company and the Seller with payments occurring on a daily basis via ACH debits from the Seller’s primary bank account (“Program”);

WHEREAS, the Program permits Seller to sell an agreed upon portion of Seller’s future receipts at a discount to Company or its Affiliates; and

WHEREAS, ISO wishes to promote the Program, assist with its implementation and refer potential Sellers that may wish to participate in the Program, all subject to the terms hereof.

NOW, THEREFORE this Agreement witnesses that in consideration of the mutual covenants by each of the parties hereto, the parties agree as follows:

1. ISO Obligations. ISO, acting as an independent contractor, will market and promote, on a non-exclusive basis, the Program and assist interested parties in completing and submitting to Company an application in a form acceptable to Company, along with other documents and information required by Company or its Affiliates. Each Seller assisted by ISO is required to comply fully with the requirements set forth in the rules and policies of Company or its Affiliates as they may exist from time to time.

2. Seller Application and Agreement. Only Company and its Affiliates are authorized to accept, ratify or finalize any Seller Agreement and include a Seller in the Program. Company or its Affiliates may, at their sole and absolute discretion decline to accept any Seller to the Program for any reason whatsoever. Under no circumstances shall ISO hold out that it has any right to accept or decline a Seller application for a Seller Agreement nor shall it hold out or represent to any third party that ISO has the right to: (a) modify in any way or accept any Seller Agreement; (b) include a Seller in the Program; or (c) bind Company or its Affiliates legally or otherwise. No agreement made by or through ISO or its affiliates shall be legally or otherwise binding on Company or its Affiliates until accepted in writing by a duly authorized officer of Company or its Affiliates. ISO shall be solely responsible for any and all expenses incurred by ISO in performance of services hereunder including, but not limited to, expenses related to any ISO employees or consultants. ISO acknowledges and agrees that Company and its Affiliates may, at their sole discretion, amend the terms of the Program, including, without limitation the pricing thereof without prior notice to or consent from ISO. If Company or its Affiliates denies a Seller application, Company and/or its Affiliates may later accept an application from the same Seller, or from a third party acting on behalf of the Seller, with no obligation to pay any compensation to ISO.

3. ISO Identification. In the course of carrying out its obligations hereunder, ISO will clearly identify itself with its own name, while also clearly disclosing to all third parties that it is authorized by the Company to promote the Program.

4. ISO Parties. ISO agrees that its actions and the actions of its shareholders, affiliates, directors, officers or employees, independent contractors, representatives, agents, principals, successors, assigns and associates (each an “ISO Party”) under or in connection with this Agreement will be governed, controlled, and directed by, and will be in full compliance with, the terms of this Agreement. ISO further agrees that the actions of an ISO Party will at all times, and in respect of all parties and third parties, be construed as an action taken by ISO subject to the terms hereof. ISO will ensure that each ISO Party abides by the obligations of ISO under this Agreement. ISO will ensure that each ISO Party is adequately trained to perform hereunder and conform to all of the provisions of this Agreement.

A.Compensation. In consideration for the services rendered by the ISO hereunder, Company agrees to pay ISO in accordance with the Compensation Schedule annexed hereto (“Compensation” ISO acknowledges and agrees that the Company may, at its sole discretion amend the terms of the Program, including, without limitation the pricing thereof and the amounts of Compensation payable hereunder without prior notice to or consent from ISO. Compensation shall be paid for each Seller referred to Company or its Affiliates by ISO, only if the Seller and the Company or its Affiliates enter into a Seller Agreement that results in the purchase of Receipts as a direct result of the referral by ISO. Payment shall be due within the time period specified in the Compensation Schedule annexed hereto.

B.Expenses. ISO will be solely responsible for any and all expenses incurred by ISO in performance of its services hereunder including, but not limited to, expenses related to any ISO Party.

C.Return of ISO Compensation. ISO shall immediately repay any and all Compensation received in respect of a referred Seller if any of the following shall occur within 31 days after the execution of the Seller Agreement by such Seller: (a) the Seller defaults under the Seller Agreement; (b) the Seller materially falls below expected Program performance pace by failing to pay or transfer to Company or its Affiliates the agreed upon specified percentage of the purchased Receipts, (c) The Seller becomes insolvent or applies for bankruptcy or other relief from creditors, or (d) on three (3) or more occasions a scheduled debit of a Seller’s account designated for a payment pursuant to a Seller Agreement is returned. ISO authorizes Company to debit any amount of Compensation owed it from ISO’s bank account via Automated Clearing House (“ACH”) without prior notice, or to deduct such amount from any amounts due to ISO for other merchant referrals.

6.Marketing and Promotional Materials. Marketing and promotional materials used by ISO to promote the Program must include a Seller application and a Seller Agreement, in a form prescribed by the Company or its Affiliates and subject to revision and/or amendment from time to time. The Company’s marks, including its name and logo (the “Marks”) may be used by ISO in conjunction only with marketing any promotional material approved by the Company. ISO acknowledges and agrees that (a) the Marks are owned by the Company; (b) ISO will do nothing inconsistent with such ownership; (c) all use of the Marks by ISO will inure to the benefit of and be on behalf of the Company; (d) that nothing in this grant gives ISO any right, title or interest in the Marks; and (e) ISO agrees to use the Marks only in the form and manner prescribed from time to time by the Company and not to use any other trademark or service mark in combination with any of the Marks other than ISO’s name without the prior written consent of the Company. ISO agrees, at its own expense, to defend Company against, indemnify Company for, and hold Company harmless from and against any and all claims, suits, actions, proceedings, judgments, damages, liabilities, costs and expenses including reasonable attorneys’ fees arising either from the use of the Marks by ISO, any ISO Party, or any third party authorized by ISO, other than a claim based on an assertion by a third party either that the Company does not own the Marks or does not have the authorization to use the Marks. Upon termination of this Agreement, any permission or right to use the Marks granted hereunder will cease to exist and ISO will immediately cease any use of the Marks. Under no circumstances will ISO have any right, in the course of carrying out its obligations hereunder, to offer or present any material (printed, electronic, or otherwise) with the Marks to any Seller or any other third party that has not been supplied by the Company or approved in advance in writing by the Company. Company shall have the right to review ISO’s marketing and other programs to ensure compliance with the terms of this agreement. Company shall provide at least ten (10) days’ written notice of its intent to review ISO’s programs.

7.ISO Misconduct and Non-Interference.

A.During the course of a Seller’s application process and for so long as a Seller’s obligations to the Company under a Seller Agreement remain outstanding to the Company under a Seller Agreement, ISO shall not do, or permit any of its shareholders, members, directors, officers, employees, independent contractors, representatives, or agents (each, an “ISO Party”) to do any of the following:

• Distort, alter, or change any Seller application, statements or supporting documentation provided to the Company 

• (or encourage a Seller to do the same Refer a Seller to a third party, other than the Company or its Affiliates, with which Seller enters into an agreement for the sale of Receipts.
• Cause to or attempt to cause any Seller to terminate its relationship with the Company.
• Cause or solicit a Seller to change its bank account or terminate or alter its credit card processing to another bank or processor without the prior written consent of Company.
• Otherwise interfere, in any manner whatsoever, either directly or indirectly by any arrangement whatsoever, with a contractual relationship between the Company or its Affiliates and any Seller, or knowingly cause or attempt to cause a Seller to breach its obligations under an existing Seller Agreement with the Company or its Affiliates, or induce, or attempt to induce any Seller to do so.

Upon the occurrence of any of the events specified above (an “ISO Misconduct Event”), the parties agree that such ISO Misconduct Event will amount to tortious interference with the Company’s business. Furthermore, the parties agree that the Company will suffer a substantial injury for which it is impracticable or extremely difficult to fix actual damages. In an effort to liquidate in advance the sum that should represent such damages, ISO agrees to repay to the Company all compensation received by ISO from the Company with respect to each Seller that is the subject of an ISO Misconduct Event, all costs associated with underwriting the Company’s transactions with such Sellers, and the balance of any undelivered Receipts purchased under the related Seller Agreements (the “Liquidated Damages Amount” ISO acknowledges that the actual damages likely to result from breach of this section are difficult to estimate on the date of this Agreement and would be difficult for the Company to prove. The parties intend that ISO’s payment of the Liquidated Damages Amount would serve to compensate the Company for any ISO Misconduct Event, and they do not intend for it to serve as punishment for such ISO Misconduct Event. Notwithstanding the foregoing, the Company reserves the right to seek immediate injunctive relief and damages associated with an ISO Misconduct Event. If the Company pays Compensation by means of electronic funds transfer (such as ACH settlements) then ISO agrees that the Company, immediately after notifying ISO of an ISO Misconduct Event, may collect the Liquidated Damages Amount by way of an electronic funds transfer directly from the account used to pay Compensation to ISO. In addition, the Company may deduct the Liquidated Damages Amount from future Compensation owed to ISO until the Liquidated Damages Amount is paid in full.

• 8.ISO Representations, Warranties, and Covenants. ISO represents, warrants, and covenants to and for the benefit of the Company and its Affiliates that as of the date hereof, and as of the date of each Seller application submitted to the Company by ISO, and during the term of this Agreement:
• ISO is duly organized, validly existing, and in good standing under the laws of the State where it is organized.
• ISO is properly licensed and qualified to transact business in all jurisdictions where it conducts activities contemplated by this Agreement.
• ISO has full authority and corporate power to enter into this Agreement and to perform its obligations under this Agreement.
• ISO’s performance under this Agreement does not and will not violate any applicable law or regulation or any agreement to which ISO is or may be bound.
• This Agreement represents a valid obligation of ISO and is fully enforceable against it.
• Neither ISO nor any of its Affiliates is a party to any pending litigation that would have an impact on the Program or this Agreement or has ever been fined or penalized by VISA, MasterCard, NACHA, or any other association in the credit, payments, financial or banking industry, or fined or investigated by a state or federal regulatory authority or charged with any financial crime.
• Neither ISO nor any of its Affiliates is named on the Member Alert to Control High-Risk Sellers list of MasterCard, or any other similar list.

WHEREAS Company, either directly or through an entity that is directly or indirectly controlling, being controlled by, or under common control with Company ( each an “Affiliate”) purchases from businesses (“Seller”) at a discount the future business receipts of the Seller, including but not limited to cash, check, credit card, electronic fund transfer or other forms of payment that arise from sales of goods or services by the Seller in the ordinary course of Seller’s business for an amount agreed to by Company and the Seller with payments occurring on a daily basis via ACH debits from the Seller’s primary bank account (“Program”);

WHEREAS, the Program permits Seller to sell an agreed upon portion of Seller’s future receipts at a discount to Company or its Affiliates; and

WHEREAS, ISO wishes to promote the Program, assist with its implementation and refer potential Sellers that may wish to participate in the Program, all subject to the terms hereof.

NOW, THEREFORE this Agreement witnesses that in consideration of the mutual covenants by each of the parties hereto, the parties agree as follows:

1. ISO Obligations. ISO, acting as an independent contractor, will market and promote, on a non-exclusive basis, the Program and assist interested parties in completing and submitting to Company an application in a form acceptable to Company, along with other documents and information required by Company or its Affiliates. Each Seller assisted by ISO is required to comply fully with the requirements set forth in the rules and policies of Company or its Affiliates as they may exist from time to time.

2. Seller Application and Agreement. Only Company and its Affiliates are authorized to accept, ratify or finalize any Seller Agreement and include a Seller in the Program. Company or its Affiliates may, at their sole and absolute discretion decline to accept any Seller to the Program for any reason whatsoever. Under no circumstances shall ISO hold out that it has any right to accept or decline a Seller application for a Seller Agreement nor shall it hold out or represent to any third party that ISO has the right to: (a) modify in any way or accept any Seller Agreement; (b) include a Seller in the Program; or (c) bind Company or its Affiliates legally or otherwise. No agreement made by or through ISO or its affiliates shall be legally or otherwise binding on Company or its Affiliates until accepted in writing by a duly authorized officer of Company or its Affiliates. ISO shall be solely responsible for any and all expenses incurred by ISO in performance of services hereunder including, but not limited to, expenses related to any ISO employees or consultants. ISO acknowledges and agrees that Company and its Affiliates may, at their sole discretion, amend the terms of the Program, including, without limitation the pricing thereof without prior notice to or consent from ISO. If Company or its Affiliates denies a Seller application, Company and/or its Affiliates may later accept an application from the same Seller, or from a third party acting on behalf of the Seller, with no obligation to pay any compensation to ISO.

3. ISO Identification. In the course of carrying out its obligations hereunder, ISO will clearly identify itself with its own name, while also clearly disclosing to all third parties that it is authorized by the Company to promote the Program.

4. ISO Parties. ISO agrees that its actions and the actions of its shareholders, affiliates, directors, officers or employees, independent contractors, representatives, agents, principals, successors, assigns and associates (each an “ISO Party”) under or in connection with this Agreement will be governed, controlled, and directed by, and will be in full compliance with, the terms of this Agreement. ISO further agrees that the actions of an ISO Party will at all times, and in respect of all parties and third parties, be construed as an action taken by ISO subject to the terms hereof. ISO will ensure that each ISO Party abides by the obligations of ISO under this Agreement. ISO will ensure that each ISO Party is adequately trained to perform hereunder and conform to all of the provisions of this Agreement.

Party. The parties understand and agree that any violation of this section would cause irreparable harm to the Company, and all Compensation will cease upon violation or breach of this section.

11.Indemnification. ISO agrees to indemnify, defend and hold harmless Company and its Affiliates, and their respective officers, managers, members, employees, agents, successors and assigns (collectively, the “Indemnified Party”) against any and all losses, damages, liabilities, claims, lawsuits, actions, judgments, settlements, interest, awards, penalties, fines, costs or expenses of whatever kind, including attorneys’ fees, that are incurred by Indemnified Party (collectively, “Losses”), arising out of or related to any claim alleging: (a) breach or non-fulfillment of any provision of this Agreement by ISO or an ISO Party; (b) any negligent or more culpable act or omission of ISO or ISO Party (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement; or (c) any failure by ISO or ISO Party to comply with any applicable federal, state or local laws, rules, regulations or codes in the performance of its obligations under this Agreement, including without limitation, the Telephone Consumer Protection Act, 47 U.S.C. 227, et seq. Indemnified Party may select its own legal counsel to represent its interests, and ISO shall (i) immediately upon request as they are incurred, reimburse Indemnified Party for its costs and expenses (including reasonable attorneys’ fees) above and beyond any collateral of ISO in which indemnified party has an interest, including without limitation PNL, splits and/or any other renumeration due to ISO from the Indemnified Party and/or related entities; and (ii) remain responsible to Indemnified Party for any Losses indemnified above. ISO shall give prompt written notice to Indemnified Party of any proposed settlement of a claim that is indemnifiable under this Section 11. ISO may not, without Indemnified Party’s prior written consent, settle or compromise any claim or consent to the entry of any judgment regarding which indemnification is being sought hereunder. ISO’s obligation to indemnify the Indemnified Parties hereunder shall survive any expiration or termination of this Agreement. Each Indemnified Party may select its own legal counsel to represent its interests.

12.Setoff. In addition to any right of setoff described above, ISO agrees that the Company and its Affiliates may deduct from any funds that it may hold or owe to ISO, and apply such funds to reduce the balance of any amounts due to the Company from ISO under this Agreement, or any other agreement between the parties.

13.Remedies. Without limiting the foregoing, in the event of a breach of this Agreement by ISO or any ISO Party, the Company shall be entitled to apply to a court of competent jurisdiction for an injunction to restrain such breach, without the need for bond. Company shall have no obligation to make any further compensation or other payment to ISO that might otherwise come due after such breach, including compensation on renewals of Seller Agreements referred by ISO, if ISO does not cure the breach within 10 calendar days after notice thereof, which notice may be delivered electronically. Any remedies hereunder shall be in addition to any other remedies available to Company in law or in equity.

14.Assignment; Successors; Amendments. ISO may not assign any right or obligation under this agreement to any third party without prior written consent of Company, including an assignment by virtue of a sale of ISO’s business. Company or its Affiliates may assign its rights and obligations hereunder with notice to ISO. This Agreement shall inure to the successors and permitted assigns of the parties hereto. This Agreement may be amended by written agreement executed by both parties hereto; provided, however, that Company may amend this Agreement, and any Compensation Schedule, by a separate writing which is delivered to ISO (which may be delivered electronically) by the Company. ISO’s submission of a Seller application to the Company on or after delivery of an amendment shall constitute ISO’s acceptance of, and agreement to, such amendment.

A.Definition. “Confidential Information” means all proprietary, secret or confidential information or data relating to either party or their Affiliates and their respective operations, employees, products or services, clients, customers or potential customers. Confidential Information shall include customer lists, card member account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement. Information shall not be considered Confidential Information to the extent, but only to the extent, that such information is: (a) already known to the receiving party free of any restriction at the time it is obtained; (b) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (c) becomes publicly available through no wrongful act of the receiving party; (d) is independently developed by the receiving party without reference to any Confidential Information of the other; or (e) is required to be disclosed by law.

B.Disclosure of Confidential Information. Each party acknowledges that it may directly or indirectly disclose Confidential Information to the other party in the course of negotiation of and performance of this Agreement. All such Confidential Information disclosed hereunder shall remain the sole property of the disclosing party (or other third party), and the receiving party shall have no interest in, or rights with respect thereto, except as set forth herein. Each party agrees to treat such Confidential Information with the same degree of care and security as it treats its most confidential information. Each party may disclose such Confidential Information to employees and agents who require such knowledge to perform services under this Agreement. Except as otherwise contemplated by this Agreement, neither party shall disclose the Confidential Information of the other party to any third party without the prior written consent of the disclosing party, and the duty of confidentiality created by this section shall survive any termination of this Agreement.

16.Notices. Unless otherwise specified herein, any notices or other communications required or permitted hereunder shall be sufficiently given if in writing and delivered personally or sent by internationally recognized overnight courier, registered or certified mail (postage prepaid with return receipt requested) to the address of Company or ISO set forth below. Such notices or other communications shall be deemed received (i) on the date delivered, if delivered personally, (ii) on the business day after being sent by an internationally recognized overnight air courier or (iii) five days after being sent, if sent by first class registered mail, return receipt requested.

17. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state of Florida, 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 Company so elects, be instituted in any court sitting in Miami-Dade County, Florida, (the “Acceptable Forums” ISO 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, ISO waives any right to oppose any motion or application made by Company to transfer such proceeding to an Acceptable Forum.

18. Entire Agreement and Replacement of Prior Agreements. This Agreement embodies the entire agreement and understanding between ISO and the Company and supersedes all other prior agreements and understandings relating to the subject matter hereof. ISO and the Company may enter into further and additional written agreements to amend or supplement this Agreement and the terms and provisions of such further and additional written agreements shall be deemed a part of this Agreement as though incorporated herein; provided, however, this Agreement may not be modified, amended, supplemented, or otherwise altered except by a writing signed by both parties.

19. Relationship of Parties. ISO is an independent contractor hereunder and the relationship arising from this Agreement does not constitute or create a general agency, joint venture, partnership, employee relationship or franchise between ISO and the Company. The Company intends no contract of employment, express or implied, with either ISO or any ISO Party; and neither ISO nor any ISO Party will make any representations to the contrary. Neither ISO nor any ISO Party has obtained any right to employment or compensation as an employee or any other benefits of an employee by way of this Agreement. ISO agrees that it will be solely responsible for the purchase and maintenance of employment or workers compensation 

insurance coverage and all taxes related to its employees, and that Company will have no responsibility for any such liabilities.

20. Non-Exclusivity. This Agreement does not grant ISO any exclusive right or privileges to provide to Company any servicesof thetypedescribed inthis Agreement. Company may contract with third parties for services comparable tothose described in this Agreement and Company or its Affiliates may perform such services. For purposes of clarity, nothing in thisAgreement isintended tolimit the rights of Company with respect to any Seller, and the Company reserves the right to market the Program directly at any time to any merchant, and shall be entitled to accept applications from any merchant.

21. Limitation of Liability. Company or its Affiliates shall not be liable hereunder to ISO or any third party for any liquidated, indirect, consequential, exemplary or incidental damages (including damages for loss of business profits, business interruption, loss of business information, and the like) arising out of this Agreement even if the party at fault has been advised of the possibility of suchdamages.

22. Severability. If any provision hereof is for any reason determined to be invalid, such provision shall be deemed modified so as to be enforceable to the maximum extent permitted by law consistent with the intent of the parties as herein expressed, andsuchinvalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect.

23. 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 asdrafter.

24. Facsimile Acceptance. This Agreement may be executed in any number of counterparts and by the different parties on separate counterparts. Each such counterpart shall be deemed an original, but all such counterparts shall together constitute one and the same agreement. The exchange of copies of this Agreement and of signature pages by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by e-mail in “portable document format” (“.pdf”) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, or by combination of such means, shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile shall be deemed to be their original signatures for all purposes.

INWITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above.

• ISO Compensation is paid after the Company pays the purchase price specified in the Seller Agreement (the “Funding Date”ISO Compensation is paid within 7 business days after the Funding Date.

RENEWALCOMMISSIONS: A “Renewal” refers toa transactioninwhich a Seller who is a party to an existing

Seller Agreement enters into a new Seller Agreement with the Company.

ISO/ISO ACH Authorization Form

I authorize AAA VENTURES CORPORATION INC to initiate ACH debits and credits against the account listed below, in accordance with the terms stated in the ISO Agent Sales Agreement. This authorization will remain in effect until AAA VENTURES CORPORATION INC has received written notification from me to terminate said authorization.

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.