Lenders Axis LLC Working Capital Sales Agent Agreement Lenders Axis Sales Agent Agreement V 2.0

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1 Lenders Axis LLC Working Capital Sales Agent Agreement Lenders Axis Sales Agent Agreement V 2.0 This Sales Agent Agreement (the Agreement ) is made and effective as of this the day of 13 by and between Lenders Axis, a Delaware limited liability company, with offices at 895 Dove St ste300, Newport Beach, CA 92660and its commonly owned and/or affiliated companies ( Lenders Axis Sales ), and with offices at ( Agent ) WHEREAS, Lenders Axis provides working capital to merchants ( Merchants ) against the future credit card and/or debit card processing receipts ( Receipts ) of the Merchants ( Program ); WHEREAS the Program permits Merchants to sell their future credit card and/or debit card Receipts at a discount ( Preprocessing Receipts ); WHEREAS, Agent wishes to promote the Program, assist with its implementation and refer potential Merchants to Lenders Axis that may wish to participate in the Program, all subject to the terms hereof. NOW, THEREFORE this Agreement witnesseth that in consideration of the mutual covenants by each of the parties hereto, the parties agree as follows: Agent Obligations. Agent will market and promote the Program and assist potential Merchants interested in participating in the program in completing and submitting to Lenders Axis an application, and all documents required to form a complete Merchant Application, including, without limitation: Merchant Agreement, Application Form, voided Merchant check, Merchant statements, and any other documents required according to Lenders Axis guidelines, such as they may be amended from time to time; in a form acceptable to Lenders Axis Sales. Each Merchant whom Agent assists in completing and submitting an application for the Program to Lenders Axis shall: (i) comply in full with the requirements set forth in the rules and policies of Lenders Axis Sales, which are subject to amendment from time to time. Lenders Axis will evaluate and, in its sole discretion, accept or deny such applications. Agent shall not be the only or exclusive sales agent of the Program for Lenders Axis Sales, Lenders Axis may, at its sole discretion retain the services of other sales agents. 1. Agent Compensation. In consideration for the services rendered by the Agent hereunder, Lenders Axis agrees to pay Agent in accordance with the Agent Compensation Schedule, attached as Schedule A hereto (the Compensation ).Compensation shall be paid with respect to each Merchant location referred to Lenders Axis by Agent only, and which Merchant has entered into a Working Capital Merchant Agreement in a form prescribed by Lenders Axis ( Merchant Agreement ) as a direct result of the referral by Agent. Payment as prescribed by Schedule A attached, shall be due seven (7) business days following Lenders Axis s receipt of written acknowledgement of the Merchant s receipt of its Preprocessing Receipts. If a Merchant ceases procuring services from an Lenders Axis Salesdesignated credit card processor, Ongoing Compensation to Agent, as defined in Schedule A, shall terminate with respect to that Merchant. In the event that a Merchant terminates or is in default of its obligations under a Merchant Agreement, no Ongoing Compensation shall be paid with respect to said Merchant. Any Merchant that defaults within thirty days (30) of funding all commissions paid on that particular advance that defaulted will be charged back to Agent. Agent may choose to assist Lenders Axis in its collection efforts in returning merchant to a satisfactory status to avoid a commission chargeback. a. Merchant Application and Agreement. Only such marketing and promotional material that has been produced by Lenders Axis or approved by Lenders Axis in advance in writing may be presented by Agent to a prospective Merchant. Said marketing and promotional materials must include a Merchant Application, in a form prescribed by Lenders Axis Sales, and subject to revision and/or amendment from time to time and a Merchant Agreement. i. Authority of Agent. Only Lenders Axis is authorized to accept, ratify or finalize any Merchant Agreement and include a Merchant in the Program. Lenders Axis may, at its sole and absolute discretion decline to accept any 1 P a g e A g e n t I n i t i a l : _

2 Merchant to the Program for any reason whatsoever. Under no circumstances shall Agent hold out that it has any right to accept or decline a Merchant application for a Merchant Agreement nor shall it hold out or represent to any third party that it has the right to: (a) accept any Merchant Agreement or modify said Merchant Agreement in any way; (b) accept a Merchant into the Program; or (c) bind Lenders Axis legally or otherwise. No Agreement made by or through Agent or its affiliates shall be legally or otherwise binding on Lenders Axis until accepted in writing by a duly authorized officer of Lenders Axis Sales. 2. Agent Identification. In the course of carrying out its obligations hereunder, Agent shall clearly identify itself with its own corporate name, while also clearly disclosing to all third parties that it is an authorized Agent of Lenders Axis for the promotion of the Program. Agent shall be responsible to ensure that all Agent Parties are adequately trained to perform hereunder and conform to all of the provisions hereof. Agent covenants that Agent Parties shall abide by the obligations of the Agent as prescribed by Schedule A hereto. 3. Representations and Warranties. Each party represents and warrants to and for the benefit of the other as of the date hereof and during the term hereof each party: a. is a corporation or limited liability company organized, validly existing and in good standing under the laws of the State where its principal office is located; b. has full authority and corporate power to enter into this Agreement and to perform its obligations under this Agreement; c. shall not sell, purchase, provide or exchange credit card, debit card or bank account numbers or Merchant information, or any information collected or received hereunder, to any third party without the prior written consent of Lenders Axis Sales; d. performance under this Agreement will not violate any applicable law or regulation or any agreement to which Agent may now be bound; e. this Agreement represents a valid obligation of Agent and is fully enforceable against it; f. are not a party to any pending litigation that would have an impact on this Agreement and have never been fined or penalized by Visa, MasterCard, NACHA or any other association in the credit, payments or banking industry; and 4. Agent covenants that during the term hereof and so long as it is bound by the non-interference provisions hereof it shall: a. not acts in such a way as to cause any direct or indirect damage to the business or name of Lenders Axis or any of its affiliates; b. comply with any and all policies and guidelines established by Lenders Axis; c. where appropriate, inform potential Merchants that they are required to change credit card processors in order to participate in the Program and accurately describe the Program; d. immediately inform Lenders Axis of any changes in the address, ownership of business or operations of Itself or of any Merchant; e. understand and agree that this Agreement may be immediately terminated for cause by Lenders Axis upon breach of any obligation, covenant, representation or warranty set forth in this Agreement, or if determined by Lenders Axis that Agent is causing a negative effect on the Program, Lenders Axis or its affiliates; f. not cause or solicit a Merchant to terminate or alter its credit card processing to another bank or processor, which has no contractual affiliation with Lenders Axis or any of its affiliates; and not offer any other working capital product to a Merchant after it has been funded by Lenders Axis or its affiliates; g. never refer to the Program as a loan product or use the word loan or any permutation of the word loan, or interest, or any length of payback associated with the Program, knowing that the Program is the sale by a Merchant of its pre-processing receipts at a discount. 2 P a g e A g e n t I n i t i a l : _

3 5. Term and Termination. The term of this Agreement shall begin on the date appearing on the first page hereof and will continue for an initial term of one (1) year. After such initial term, this Agreement shall automatically renew for successive one (1) year terms unless terminated by either party upon thirty (30) days written notice prior to the end of the then current term. This Agreement may be terminated immediately by Lenders Axis upon breach by Agent of any of its obligations herein or if, as determined by Lenders Axis Sales, Agent or any of Agent Parties causes a detrimental effect to the Program, Lenders Axis or any of its affiliates, other programs, officers, employees or Merchants. Lenders Axis shall have the absolute right to assign this Agreement to any of its affiliates which assignment will in no way constitute a termination. 6. Rights Upon Termination. Upon termination of this agreement Agent shall be entitled to receive On-going compensation on existing Merchants solicited by Agent and/or any of Agent s Affiliates as long as agent is not in breach of this Agreement or any surviving clauses therein. 7. Non-Interference. During the term of this Agreement and for a period of two (2) years thereafter, or after Agent stops receiving Compensation hereunder, whichever occurs later, Agent and Agent Parties may not themselves and may not permit any respective subsidiary, Affiliate or successor in interest of Agent and Agent Parties or any of their respective shareholders, directors, officers, employees, agents or nominees,: (i) to interfere, in any manner whatsoever, either directly y or indirectly by any arrangement whatsoever, with Lenders Axis s contractual relationship with any of its Merchants or clients; (ii) to cause or attempt to cause any Merchant or other Lenders Axis client to terminate its relationship with Lenders Axis or utilize the services of any entity other than Lenders Axis (iii) Not knowingly submit a deal that Agent knows Merchant is misrepresenting information on the application and/or during the underwriting process In the event Agent is in breach of Non-Interference as per this Agreement, Lenders Axis shall also have the right to terminate all Ongoing Compensation due to Agent. 8. Non-Solicitation. Both parties agree that throughout the term of this Agreement and for three (3) years thereafter, that neither party, nor any of their respective affiliates may hire any of the current officers, employees or agents of either party or any of its Affiliates so long as such restricted employee or agent remains employed or retained by either party or its Affiliate, without the prior written consent of that party. 9. Remedies. Without limiting the foregoing, in the event of a breach of Section 1, 2, 3, 4, 6, 7 or 10 of this Agreement by Agent or any Agent Party, Lenders Axis shall be entitled to terminate this Agreement for cause. Additionally, Lenders Axis shall be entitled to apply to a court of competent jurisdiction for an injunction to restrain such breach, without the need for bond. In an instance where Lenders Axis is entitled to terminate this Agreement with cause, Agent waives all claims for any expected commissions or profits in connection with this Agreement. Any remedies hereunder shall be in addition to any other remedies available to Lenders Axis in law or in equity subject to the provisions in this Agreement. Furthermore, Sections 6, 7 and 10 shall survive this Agreement for the duration listed in the said section or if no duration is listed in perpetuity. 10. Assignment; Successors; Amendments. Agent may not assign any right or obligation under this agreement to any third party without prior written consent of Lenders Axis Sales. Lenders Axis may assign its rights and obligations hereunder with notice to the Agent. This Agreement shall inure to the successors and permitted assigns of the parties hereto. With the exception of amendments to the Program and Compensation which may be made at the discretion of Lenders Axis Sales, this Agreement may be amended only by a written agreement executed by both parties hereto. 11. Confidential Information. For the purposes of this Agreement, Confidential Information means information disclosed by one party ( Owner ) to the other party ( Recipient ) which relates to the subject matter of this Agreement. Confidential Information includes but is not limited to all proprietary, secret or confidential information 3 P a g e A g e n t I n i t i a l : _

4 or data relating to either party and its affiliates, operations, employees, products or services, clients, customers or potential customers., customer lists, card member account numbers, pricing information, computer access codes, instruction and/or procedural manuals, and the terms and conditions of this Agreement All such Confidential Information disclosed hereunder shall remain the sole property of the Owner (or other third party), and the Recipient shall have no interest in, or rights with respect thereto, except as set forth herein. Information shall not be considered Confidential Information to the extent, that such information is: (i) already known to the Recipient free of any restriction at the time it is obtained; (ii) subsequently learned from an independent third party free of any restriction and without breach of this Agreement; (iii) publicly available through no wrongful act of the Recipient; (iv) independently developed by the Recipient without reference to any Confidential Information of the other; or (v) required to be disclosed by law. 12. 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 Lenders Axis or Agent 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. If to Agent: If to Lenders Axis: Attn: Corporate Counsel 3290 Northside Parkway NW 925 Atlanta, GA Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of California whose courts shall have sole jurisdiction over disputes arising hereunder. The parties hereto agree that issues arising hereunder are too complex to be addressed by a jury and covenant to elect for a non -jury trial in the event of a trial relating hereto. Should suit be brought to enforce or interpret any part of this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including expert witness fees and fees on any appeal. 14. Whole Agreement. This Agreement, including all schedules, exhibits and attachments thereto, sets forth the entire agreement and understanding of the parties hereto with respect of the subject matter contained herein, and supersedes all prior agreements, promises, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, partner, employee or representative of any party hereto. No amendment or modification to neither this Agreement, nor any waiver of any rights hereunder, shall be effective unless agreed to in writing by both parties. Nothing in this Agreement, express or implied, is intended to confer or shall be deemed to confer upon any persons or entities not parties to this Agreement, any rights or remedies under or by reason of this Agreement. 4 P a g e A g e n t I n i t i a l : _

5 15. Relationship of Parties. Agent 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 Agent and Lenders Axis Sales. 16. Limitation of Liability. Lenders Axis s liability to Agent hereunder is limited to its obligation to pay commissions as described herein. Lenders Axis will not be liable for any indirect, special, incidental, or consequential loss or damage of any kind, including but not limited to lost profits or lost revenue (whether or not such party was advised of the possibility of such loss or damage) or punitive damages, by reason of any act or omission in its performance under this Agreement. This liability clause is required to protect Lenders Axis s reputation and trademark. Under no circumstances shall the aggregate liability of Lenders Axis hereunder exceed the amount of compensation actually paid to the Agent during the six (6) month period prior to the event that gives rise to liability. 17. Indemnification. Agent shall indemnify and hold harmless Lenders Axis Sales, its affiliates, employee s officers and directors from and against any and all claims, actions, suits, proceedings, judgments, damages, liabilities, costs and expenses, including reasonable attorneys fees arising directly or indirectly from breach of this Agreement, negligent acts or omissions, or willful misconduct of Agent including its personnel and affiliates. Lenders Axis shall give Agent prompt notice of any matter for which it has an indemnification obligation. As between the parties, Lenders Axis will control the defense of such action and settlement negotiations. Agent shall additionally indemnify Lenders Axis for any actions by any third party as a result of Agent s violation of Paragraph 4H above. 18. 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, and such invalidity shall not affect the remaining provisions of this Agreement, which shall continue in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first written above. By signing below, Agent agrees this Agreement and the Agent Compensation Schedule attached at Exhibit A hereto: Lenders Axis LLC Agent: 5 P a g e A g e n t I n i t i a l : _

6 Exhibit A Agent Compensation The present Agent Compensation Schedule sets out the terms of payment of Compensation under Lenders Axis sales Agent Agreement (the Agreement ). In the event of any discrepancy between the terms of this Schedule and the Agreement, the Agreement shall prevail. Agents shall be paid Compensation in two forms: a One-Time Lump Sum Compensation and Ongoing Compensation, as detailed below. Compensation is subject to change when changes are made by Lenders Axis to the Program. Agent shall be paid its One-Time Lump Sum Compensation with respect to a Merchant within seven (7) days following receipt by the Merchant of its Preprocessing Receipts; Ongoing Compensation with respect to a Merchant shall be paid on or about the 15th day of the Month for the previous month s Preprocessing Receipts; All Compensation is based on either the payback amount or funded amount of the cash advance. For example, if the merchants receives a $50,000 cash advance for $69,000 worth of their future Visa/MasterCard sales in a program where the commission structure based on tier levels is One-Time Lump Sum is 6% and the Ongoing Compensation is 4%, then the commissions would be 6% of $69,000 upfront ($4,140) plus 4% of the fees collected (which will total $2,760 at the end of collections assuming the merchant doesn t default). The total commission in this example would be $6, The amount of Compensation shall be the following, depending on the specifications of the Program. In the event Agent sells the product at a lower rate than below, One-Time Lump Sum Compensation and Ongoing Compensation will be reduced according to the reduction of the rate amount. Lenders Axis LLC Agent: 6 P a g e A g e n t I n i t i a l : _

7 Attach your voided check here ACH AUTHORIZATION FORM Lenders Axis Working Capital Sales Agent Agreement Sales Partner Information (please print or type) Name of Sales Partner Please check appropriate box DBA Name New ACH enrollment Change bank information Address Phone Terminate ACH authorization Federal Tax ID Number (for ACH City, State, Zip Fax security/validation purposes): ACH Debits and Credits - initiated by The Lenders Axis, LLC I authorize Lenders Axis to initiate ACH debits and credits to the above named agent's account. This authority will remain in effect until Lenders Axis has received written notification of its termination from the agent at least 30 days prior to the effective date. (Must complete Bank Information below and attach a copy of a cancelled or voided check to verify account and routing & transit number) Bank Name Bank Phone Number Bank Account Number (not to exceed 17 digits) Bank Routing and Transit Number (requires 9 digits) Type of account: Savings? Checking? Requested Effective Date (optional) Authorized Signature Date Signed Return this copy to: Lenders Axis Attn: Corporate Council 9 MacArthur Pl 809, Santa Ana, Ca, Authorization Form Instructions This authorization form is to be used if you would like to receive and submit payments to or from Lenders Axis electronically. The payments will be submitted using two methods: ACH Debits (cost of equipment, deployment, shipping, etc.) or ACH Credits (commissions, residual payments and bonuses). Please sign and date the appropriate section(s). New ACH enrollment: Change bank information: Terminate ACH authorization: Bank Account Number: Routing and Transit Number: Requested Effective For all agents registering for the first time to use ACH Used when changing bank information (account #, routing #, etc.) Used if you want to stop sending/receiving ACH payments From Lenders Axis Your checking or savings account to be used for payment remittances the account number should not exceed 17 digits. The 9-digit routing transit number of your financial institution Date when you would like to start/stop ACH activity We will try to accommodate but normally takes 30 days from the date of submission Note: Only one bank account is permitted per enrollment

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