WORKING CAPITAL PARTNERS LTD GENERAL INVOICE PURCHASE TERMS AND CONDITIONS JULY 2014

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1 WORKING CAPITAL PARTNERS LTD GENERAL INVOICE PURCHASE TERMS AND CONDITIONS JULY Definitions In this Agreement the following expressions shall have the following meanings: "Acceptance Date" means the date on which Working Capital Partners Limited its successors and assigns (WCP) informs the Supplier of its acceptance of an Offer in accordance with clause 3.1; "Acknowledgement of Debt" means a deed in the form attached as Schedule 1; "Agreement" means the terms and conditions of this document and the schedules to this document or otherwise to the Agreement (including, for the avoidance of doubt, any schedules to this document) together with the Commercial Terms Deed; "Alternative Debt" means an amount including VAT (whether or not presently payable) which is owing by a Customer to the Supplier; "Application" means an application made by the Supplier to WCP for an Invoice Discounting Facility; "Application Fee" shall have the meaning set out in the Commercial Terms Deed; or if not otherwise specified shall be 1000 plus VAT or such other fee as may be from time to time specified in writing by WCP to the Supplier; "Book Value" means the gross amount of a Debt less: a) any reduction agreed between the Supplier and the Customer; b) any discount which that Customer is entitled to deduct for prompt payment; and c) the value of any credit note issued in respect of the Debt by the Supplier to the Customer; "Business Day" means any day other than (i) a Saturday, (ii) a Sunday or (iii) a day when the clearing banks are generally open for business in the City of London; "Collection Percentage" means the Book Value of a Purchased Debt less the Initial Percentage and less the Fee; Commercial Terms Deed means WCP s document containing the commercial terms with respect to any Agreement, which has been executed by all the relevant parties; "Customer" means any person to whom the Supplier supplies goods or services; "Debt" means an amount including VAT (whether or not presently payable) which is owing by a Customer to the Supplier at the time when an Offer is made by the Supplier to WCP; "Fee" means the fee applicable to a Purchased Debt calculated in accordance with clause 6; "Initial Percentage" shall have the meaning set out in the Commercial Terms Deed; "Initial Term" shall have the meaning ascribed to it in clause 2.8; "Invoice Discounting Facility" means a service provided by WCP to a supplier pursuant to which the supplier may offer to sell individual sales invoices to WCP before the customer has made payment for the provision of goods or services, using the unpaid sales invoices as security; Notice of Assignment means a notice of assignment substantially in the form set out in Schedule 2 or in Clause 4 of this Agreement "Offer" means an offer to sell a Debt to WCP made in accordance with clauses 2.11 and 2.12 below; "Purchased Debt" means a Debt which is the subject of an Offer which WCP has accepted in accordance with clause 3 below; "Purchase Payment Date" means in relation to any Purchased Debt the date upon which WCP instructs its bank to make a payment or posts the cheque in payment of the Initial Percentage in accordance with clause 3.4 below; "Renewal Fee" means the standard renewal fee of WCP from time to time as notified to the Supplier which shall become due and payable on each anniversary of the date on which the Initial Term commenced; "Renewal Term" shall have the meaning ascribed to it in clause 2.8; WCP means Working Capital Partners LTD (company number ) whose registered office is at Buckingham House, 45 Vivian Avenue, London NW4 3XA; "Special Provisions" are special terms agreed between the parties, as may be set out in the Commercial Terms Deed; "Standard Charge" shall have the meaning set out in the Commercial Terms Deed; Supplier is identified in the Commercial Terms Deed; Surety is identified in the Commercial Terms Deed; "Term" means the Initial Term and any Renewal Term; "VAT" means Value Added Tax; 1.2 References to the nth day after the Purchase Payment Date shall be construed as references to the day calculated by counting n number of days from and including the Purchase Payment Date in question. 1.3 Clause, schedule and paragraph headings do not affect the interpretation of this Agreement. 1.4 A reference to a clause or a schedule is a reference to a clause of, or schedule to, this Agreement. 1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality). 1.6 Words in the singular include the plural and in the plural include the singular. 1.7 Words imparting a gender shall include the other gender and the neutral and vice versa. 1.8 Where the words include(s), including or in particular are used in this Agreement, they are deemed to have the words "without limitation" following them. 1.9 For the avoidance of doubt, in this Agreement, goods or services shall include software where applicable. 2. Invoice Discounting Facility 2.1 The Supplier shall submit an Application which shall be accompanied by: the Application Fee; a copy of all terms and conditions pursuant to which the Supplier supplies goods, or services; details of any charge on its business and/or assets; all such information as WCP requires to assess and make an informed judgement in respect of the credit status of the Supplier including but not limited to financial accounts, management accounts, sales forecasts, credit records and any other such documentation as WCP may reasonably request. 2.2 The Supplier and the Surety (or Sureties) irrevocably agree that WCP may make any enquiries it deems necessary in order to assess the Application including, but not limited to, consumer credit searches against the Supplier and any Surety and any officer of the Supplier or any Surety. The Supplier and the Surety (or Sureties) irrevocably agree that WCP may, during the Term, make further such enquiries as it may from time to time deem necessary and report its findings to credit reference agencies as it is deems appropriate. 2.3 WCP shall inform the Supplier whether or not its Application has been accepted or declined. 2.4 WCP shall be under no obligation to offer an Invoice Discounting Facility to the Supplier and may decline the Application in its absolute discretion. 2.5 Where WCP accepts an Application it shall set out in the correspondence informing the Supplier of the acceptance of the Application any conditions or limitations which apply to its acceptance of the Application which vary or supplement this Agreement ("Variation"). The Supplier shall have 10 Business Days in which to notify WCP that it accepts the Variation, failing which the Application shall be deemed to have been declined by WCP. 2.6 If WCP declines an Application, WCP shall be under no obligation to provide reasons for any such refusal and this Agreement shall terminate immediately. 2.7 In no event is the Application Fee refundable. 2.8 Where the Application is accepted, this Agreement shall, unless terminated earlier in accordance with this Agreement, continue for an initial period of 12 months from the date on which WCP dispatches its acceptance of the Application to the Supplier ("Initial Term") and thereafter shall be automatically continued for renewal terms of 12 months each (each a "Renewal Term") until such time as this Agreement is terminated by either party in accordance with clause The Supplier shall pay the Renewal Fee on the first day of each Renewal Term.

2 2.10 WCP may, in its absolute discretion, deduct the Renewal Fee plus an administration charge of 10% from any payment due from WCP to the Supplier pursuant to the provisions of this Agreement or, WCP may, in its absolute discretion, terminate this Agreement if the Renewal Fee is not paid in accordance with clause 2.9. Offers 2.11 Following acceptance of an Application in accordance with clause 2, the Supplier may offer to sell to WCP Debts owing to the Supplier by Customers Every Offer shall: be in such form as WCP may from time to time require; be accompanied by a copy of each invoice relating to each Debt; be accompanied by the original goods received note signed by the Customer or such other evidence as WCP may require of delivery of the goods or the performance of the services in respect of which each Debt was incurred; be accompanied by particulars of all credits granted to the Customer together with a copy of every credit note issued in respect of such credits; and be subject to the terms and conditions of this Agreement and any Variation In relation to each Offer, the Supplier undertakes: that WCP may contact the Customer to verify that the goods or services have been delivered/completed to their satisfaction and that there is no reason for the Customer to withhold payment; to provide the full and correct name and address of the Customer and any and all contact information requested by WCP including, without limitation, telephone numbers and addresses of the Customer; that it shall, if requested by WCP, procure the execution by the Customer of an Acknowledgement of Debt or provide all such assistance as is necessary to enable WCP to obtain an Acknowledgement of Debt. 3. Acceptances 3.1 WCP may accept an Offer: orally, provided that oral acceptance is confirmed by within seven Business Days by WCP and, for the avoidance of doubt, an Offer shall not be deemed to be, or have been, accepted until that confirmation has been despatched by WCP; by ; by making payment by BACS, CHAPS, Faster Payments or cheque to the Supplier on account of the Initial Percentage; in respect of the Debts to which such Offer relates. 3.2 WCP shall not be bound to accept all or any of the Offers or to give any reason for its non-acceptance. 3.3 If WCP rejects any Offer, it shall return to the Supplier all invoices and corresponding credit notes relating to the rejected Offer. 3.4 If WCP accepts an Offer, it shall, within 10 Business Days of the Acceptance Date, make an electronic payment through the automated banking system or, at its discretion, send by first class post to the Supplier a cheque in payment of the Initial Percentage due in respect of the Purchased Debt comprised in that Offer. 3.5 If the payment is equal to or greater than 10,000, then a fee of 30 + VAT or such other fee as may be notified by WCP shall be deducted from the Initial Percentage. 3.6 With effect from the Acceptance Date, the Supplier unconditionally, irrevocably and absolutely assigns to WCP (and the Supplier hereby does so assign by way of present and future assignment to WCP) all the Supplier's rights, title, interest and benefits in and to: the Purchased Debt and all remedies for enforcing the Purchased Debt, (including, without limitation, any lien, right of stoppage in transit or other rights arising in favour of the Supplier as unpaid seller in relation to any goods in respect of which the Purchased Debt has arisen); the security contained in any document entered into by the Supplier and the Customer creating or expressed to create any mortgage, charge (whether fixed or floating, legal or equitable), pledge, lien, hypothecation, assignment as security, title retention or any other type of arrangement that has a similar effect to any of them, over all or any part of the Customer's business or assets in respect of the obligations of the Customer; any guarantee, indemnity or other obligation or assurance of any kind in respect of the obligations of the Customer to the Supplier under or in connection with the Purchased Debt. 3.7 Notwithstanding clause 3.6, the Supplier shall, upon request by WCP, at the cost of the Supplier execute and deliver to WCP a deed in a form approved by WCP assigning (or assigning by way of confirmation) to WCP any Purchased Debt, together with the benefit of all guarantees or other securities for or in respect of the same. 4. Notice of Assignment 4.1 The Supplier must endorse the original invoice relating to each Purchased Debt with a notice in the following form: "We hereby give you notice that the debt arising under this invoice owed to us ("Debt") has been assigned to Working Capital Partners Ltd, whose registered office is at Buckingham House, 45 Vivian Avenue, London NW4 3XA. Payment to Working Capital Partners Ltd alone will discharge your obligations in respect of this Debt. Cheques should be made payable to "Working Capital Partners Ltd" and sent to Buckingham House, 45 Vivian Avenue, London NW4 3XA or by credit transfer to Account No at HSBC plc sort code (the WCP Account). All payments must be accompanied by the following reference [INSERT REFERENCE]. The Supplier agrees that WCP may send to the relevant Customer confirmation of the assignment of the Purchased Debt. 4.2 In respect of a Purchased Debt, where the Supplier has not endorsed the original invoice relating to the Purchased Debt with the notice set out in clause 4.1, the Supplier shall send to the relevant Customer a Notice of Assignment in duplicate enclosing a copy of the invoice and of any credit note provided by the Supplier and the Supplier agrees that WCP may send to the relevant Customer confirmation of the assignment of the Purchased Debt If the Supplier has not endorsed the original invoice with a Notice as set out in clause 4.1 WCP shall in its absolute discretion charge an administration fee of 1% of the value of the invoice plus VAT or 50 whichever is the greater If an invoice is submitted with incorrect terms, missing terms (or where appropriate) no retention of title clause or is invoiced in an incorrect name of the Customer then WCP shall have the right to charge a resubmission fee of 1% of the value of the invoice plus VAT or 50 whichever is the greater If an invoice is submitted and it fails to be verified by WCP and WCP deems that submission of the invoice was in breach of warranties given by the Directors then WCP will be entitled to charge a fee equal to the value of the invoice or such other lesser sum as WCP deems appropriate 4.3 The Supplier agrees that WCP may in its absolute discretion reassign the Purchased Debt and that any assignee shall inherit any and all of WCP s rights in the Purchased Debt and that WCP shall be under no obligation to inform the supplier that the debt has been re-assigned 5. Collection Payments and Escrow Account 5.1 Subject to clauses 7 to 9 inclusive, WCP shall, within 7 Business Days after receipt in cleared funds by WCP of payment in full of any Purchased Debt by the Customer, make payment by BACS, CHAPS or at its discretion send by first class post to the Supplier a cheque for the Collection Percentage in respect of that Purchased Debt less the Fee. 5.2 WCP shall at its discretion place into escrow the percentage shown in the Commercial Deed from the Collection Percentage of each Purchased Debt until such time as the balance held in escrow reaches the amount specified therein. 6. Fees In consideration of the provision of the Invoice Discounting Facility by WCP, the Supplier shall pay the Fee + VAT at the applicable rate by way of set off against payment in full of the Purchased Debt by the Customer to WCP as set out in the Commercial Terms Deed or as otherwise agreed between WCP and the Supplier in writing or via . If payment in full of the Purchased Debt is not received by WCP in cleared funds by 3pm by the last day shown on the Commercial Deed then the standard charge shall increase by 50% of the first Standard Charge shown every 15 days until such time as the debt is repaid or WCP agrees in its absolute discretion to freeze such fees WORKING CAPITAL PARTNERS LTD GENERAL INVOICE PURCHASE TERMS AND CONDITIONS July 2014 Page 2 of 7

3 7. Overdue Purchased Debts 7.1 If payment in full of any Purchased Debt shall not have been received by WCP in cleared funds by 3:00 PM on the 30th day after the due date indicated on the Supplier s invoice, WCP may, at its discretion, at any time after that day, give notice to the Supplier that it requires the Supplier immediately to purchase WCP's interest in the Purchased Debt ("Purchase Notice") and upon receipt of a Purchase Notice the Supplier shall be bound to purchase that interest from WCP. If no due date is shown on the invoice, WCP shall be entitled to regard the due date as 30 days from the date of the invoice. 7.2 In consideration of the sale by WCP to the Supplier of the Purchased Debt in accordance with this clause 7, the Supplier shall immediately pay an amount equal to the Initial Percentage: plus an amount calculated in accordance with clause 6 as if payment in full had been received from the Customer on the date on which the Purchase Notice is given by WCP to the Supplier; less any amount received by WCP in cleared funds on the date on which the Purchase Notice is given by WCP to the Supplier. 7.3 Upon payment in full being made by the Supplier in accordance with this clause 7 and upon receipt of the Supplier's written request, WCP shall at the Supplier's expense assign the Purchased Debt to the Supplier. 7.4 The Supplier may offer to WCP an Alternative Debt or Alternative Debts of equal or greater value in place of any Purchased Debt subject to a Purchase Notice, provided that WCP shall be under no obligation to accept any such offer and may demand payment of the amount calculated in accordance with clause Repurchase 8.1 If: any Customer shall dispute the validity of or the amount payable in respect of a Purchased Debt; or any Customer shall institute proceedings to rescind or claim damages for the breach of any contract under which a Purchased Debt arises; or any Customer makes a counter-claim or set-off in answer to a claim for a Purchased Debt; or without obtaining the prior written consent of WCP, the Supplier waives or modifies any terms of the contract with any Customer which gives rise to a Purchased Debt; or the Supplier commits a breach of any term of the contract with a Customer under which a Purchased Debt arises; or the Supplier commits a breach of any term of this Agreement or of any contract arising from acceptance of an Offer; or any Customer who has not fully paid all its Purchased Debts: a) stops or suspends payment of any of its debts, or is unable to (or admits inability to) pay its debts as they fall due; or b) begins negotiations (because of actual or anticipated financial difficulties) with, or enters into any composition or arrangement with one or more of its creditors with a view to rescheduling any of its indebtedness; or c) suffers any of the following events: a moratorium of any indebtedness, winding-up, dissolution, suspension of payments, administration, reorganisation (as a voluntary arrangement, scheme of arrangement or otherwise), petition for bankruptcy, composition, compromise, assignment or arrangement with any creditor; or any liquidator, receiver, administrative receiver, administrator, compulsory manager or other similar officer is appointed in respect of that person or any of its assets; or any event occurs in relation to that person that is analogous to the events listed in this definition; or d) ceases to carry on business, draws a cheque which is dishonoured or permits a judgement to remain unsatisfied for seven days; or any distress or execution is levied or threatened upon any goods or premises of any Customer; WCP may, in its discretion, at any time after such event without limitation of the rights available to it under this Agreement, give written notice to the Supplier that it requires the Supplier to immediately purchase WCP's interest in any Purchased Debt ("Repurchase Notice") owed to it by that Customer and upon receipt of a Repurchase Notice the Supplier shall be bound to purchase that interest from WCP. 8.2 In consideration of the sale by WCP to the Supplier of the Purchased Debt in accordance with this clause 8, the Supplier shall immediately pay to WCP an amount equal to the Initial Percentage: plus an amount calculated in accordance with clause 6 as if payment in full had been received from the Customer on the date on which the Repurchase Notice is given by WCP to the Supplier; less any amount received by WCP in cleared funds on the date on which the Repurchase Notice is given by WCP to the Supplier. 8.3 Upon payment in full being made by the Supplier in accordance with this clause 8 and upon receipt of the Supplier's written request, WCP shall at the Supplier's expense assign the Purchased Debt to the Supplier. 8.4 The Supplier may offer to WCP an Alternative Debt or Alternative Debts of equal or greater value in place of any Purchased Debt subject to a Repurchase Notice, provided that WCP shall be under no obligation to accept any such offer and may demand payment of the amount calculated in accordance with clause The Supplier shall indemnify WCP against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by WCP (as to the amount of which a certificate provided by WCP shall, in the absence of manifest error, be conclusive) arising out of or in connection with, or as a consequence, of any of the events described in this clause 8 occurring. 9. Collections from Customers 9.1 WCP shall have the sole and exclusive right of collecting and enforcing payment of every Purchased Debt and the Supplier shall not, except at the request of WCP and as set out in clause 9.3, be concerned in or attempt the collection of any Purchased Debt. 9.2 The Supplier agrees, if so requested by WCP, to co-operate to procure the collection and enforcement of the Purchased Debt, and agrees that for such purpose WCP may institute and conduct legal proceedings in the name and at the expense of the Supplier and that WCP shall have full control of such proceedings. 9.3 Notwithstanding clause 9.1, WCP hereby appoints the Supplier as its agent for the purpose of collecting and enforcing payment of every Purchased Debt ("Appointment") save that the Supplier shall not instruct a debt collection agency or institute legal proceedings for recovery of the debt without the express written consent of WCP. 9.4 WCP may revoke the Appointment at any time by WCP by sending a notice to the Supplier by (which shall be deemed to have been received one hour after the time of dispatch) and WCP shall not be under any obligation to give reasons for revoking the Appointment. 9.5 The Supplier shall not at any time deliver any copy invoice, credit note or receipt in relation to any Offer or Purchased Debt direct to a Customer but will deliver all such invoices, credit notes and receipts to WCP. 9.6 The Supplier shall immediately deliver to WCP any payment, whether made by BACS, CHAPS or cash or cheque or other negotiable instrument, which the Supplier receives from a Customer in or towards payment of any Purchased Debt (or generally on account of its trading with a Customer which is not appropriated to a particular invoice) and will not deal with, mark, endorse or otherwise interfere with any such negotiable instrument. Until delivered to WCP the Supplier shall hold in trust for WCP any such payment received in respect of a Purchased Debt. 9.7 WCP shall make an administration charge of the greater of 50 (plus VAT) and 1% of the payment (plus VAT) for any payments which are not dealt with in accordance with this clause Factoring fees will continue to accrue until cleared funds are received into WCP s account 9.9 WCP will promptly notify the Supplier if a payment received into the WCP Account is not accompanied by a remittance advice (or is otherwise not appropriated towards particular debts owing to the Supplier) and either appears to be a WORKING CAPITAL PARTNERS LTD GENERAL INVOICE PURCHASE TERMS AND CONDITIONS July 2014 Page 3 of 7

4 general payment relating to both Purchased Debts and other indebtedness or may not relate to a Purchased Debt. The Supplier will promptly provide WCP with evidence as to the Purchased Debt(s) or other indebtedness to which it believes any such payment relates If WCP (acting reasonably) is satisfied that some (or all) of any payment received into the WCP Account has not been paid to settle a Purchased Debt (or generally on account of its trading with a Customer which is not appropriated to a particular invoice) which is then due and payable, it will, subject to clause 9.10, within 7 days, transfer an amount equal to that payment to the Supplier, but otherwise payments will be appropriated as WCP shall determine WCP may set off against any payment to the Supplier under this agreement any amount owing by the Supplier to WCP under this Agreement (whether on account of its fees and charges or in respect of the recourse of Purchased Debts or otherwise); prior to termination of this Agreement, with the Supplier's consent, and following termination of this Agreement, unilaterally, the amount of any outstanding Purchased Debts The Supplier acknowledges that it has no legal or equitable claim to the monies paid to WCP or the WCP Account The Supplier shall not, without obtaining the prior written consent of WCP, waive or modify any of the terms of a contract with a Customer giving rise to a Purchased Debt, and in particular, but without limitation, the Supplier shall not extend the time for payment or give credits or customer discounts If WCP gives its written consent to a credit or customer discount in respect of a Purchased Debt on which the Initial Percentage has been paid, the Supplier shall pay on demand to WCP the percentage of the amount of such credit or customer discount which corresponds to the Initial Percentage. 10. Accounts 10.1 WCP shall maintain such accounts as it may consider appropriate and convenient to record transactions in relation to Purchased Debts WCP may at any time set off any amount due to it from the Supplier against any amount due from WCP to the Supplier and any payment by the Supplier to WCP of any amount due from the Supplier that is set off in accordance with this clause 10.2 shall be deemed to have been received by WCP at the time that WCP would otherwise have been required to make payment to the Supplier under this Agreement. 11. Records, information, disclosure and audits 11.1 The Supplier shall: keep books of account recording sales of Purchased Debts; permit WCP or its authorised representatives at all reasonable times to enter its premises and/or to inspect, copy and take away copies of such books and any other documents in the Supplier's possession, custody or control relating to any Purchased Debt; and deliver to WCP free of charge all or any of such documents, or copies thereof, and copies of all relevant entries in such books when requested to do so The Supplier shall at all times, whether before or after the sale of a Debt, disclose to WCP all matters of fact and opinion known to or held by the Supplier, its servants or agents concerning the credit worthiness of the Customer and the validity of the Debt and shall assist WCP in every way to safeguard its interest therein The Supplier shall at all times disclose to WCP any credits or discounts granted to a Customer in respect of any Purchased Debt to the extent not previously disclosed or notified to WCP under this Agreement The Supplier agrees to supply to WCP monthly, quarterly or interim financial statements including up to date management accounts relating to its business in such form and at such times, including copy bank statements as WCP may reasonably require. Failure to produce the required information on a timely basis may lead to suspension of the facility WCP reserves the right to perform an audit on the Supplier as WCP may in its absolute discretion deem necessary. The charges of not more than VAT will be debited from the Supplier s account The Supplier shall notify WCP in writing immediately and, where possible, in advance: of any change in the terms upon which the Supplier contracts for the supply of goods or services; and of the happening of any of the events described in clause 8 above The Supplier shall notify WCP immediately of any matter affecting any Purchased Debts, including, without limitation, any reclaimed, repossessed or returned merchandise, Customers' claims and disputes The Supplier shall at all times keep WCP informed of and provide it with specimen signatures of all persons authorised to sign Offers on behalf of the Supplier and other documents relating to this Agreement The Supplier shall not alter the nature of its business without the prior written consent of WCP. 12. Representations, Warranties and Undertakings 12.1 The Supplier hereby warrants and represents to WCP in relation to each Purchased Debt: that the agreement between the Supplier and the Customer under which the Purchased Debt arises is valid binding and enforceable according to its terms and does not prohibit the assignment of the Purchased Debt; that where the agreement between the Supplier and the Customer under which the Purchased Debt arises includes the sale of goods, the agreement restricts title to the goods from passing to the Supplier until payment of all sums owing to the Supplier by the Customer has been made; that the Supplier has fully performed its obligations under any agreement giving rise to the Purchased Debt and that the Purchased Debt has not been disputed by the Customer and is a bona fide obligation of the Customer to the Supplier and arises in the ordinary course of the Supplier's business; that the amount payable by the Customer in respect of the Purchased Debt will be not less than the Book Value of the Purchased Debt; that the goods or services invoiced have been duly supplied to a Customer or performed and in the case of goods that the Supplier was the owner of them immediately prior to their sale to the Customer; that the details of the Customer and of the goods or services referred to in each of the invoices relating to the Purchased Debt are true and correct in every respect; that the goods and services invoiced comply with all applicable laws and regulations and comply with the specifications and requirements of the Customer as to quality, description and fitness and with any express or implied representations, conditions or warranties given by the Supplier in its dealings with the Customer; that the Customer is not and will not be entitled to any counter-claim, set-off or defence against the Supplier in respect of the Purchased Debt and that the Supplier does not know and would not on reasonable enquiry know of any facts likely to lead to any such counter-claim, set-off or defence; that WCP will obtain a good unencumbered title to the Purchased Debt, subject to no prior sale, assignment, transfer or encumbrance; that the Customer by whom the Purchased Debt is owing has not sought to repudiate or rescind the agreement with the Supplier; the Customer is not in any way associated with the Supplier either through common directors or members; the Purchased Debt is not regulated by the Consumer Credit Act; the Customer has an established place of business in a territory approved by WCP and the Purchased Debt is payable in a currency approved by WCP; that the Supplier has not agreed with the Customer by side letter or or in any other way for any extension of the contractual time for payment of the Purchased Debt or for any waiver or modification of the terms of agreement except as notified by the Supplier to WCP in accordance with this Agreement; that all information, reports and other papers and data furnished to WCP (including details in every Offer submitted by the Supplier under clause 2) are accurate and correct in all material respects and complete The Supplier undertakes, during the Term of this Agreement and until such time as all sums owing to WCP have been discharged, to immediately disclose to WCP: WORKING CAPITAL PARTNERS LTD GENERAL INVOICE PURCHASE TERMS AND CONDITIONS July 2014 Page 4 of 7

5 (where the Supplier is a company) details of any change or contemplated change in the control or ownership of the Supplier; all facts and matters which might in any way influence WCP's decision as to the continuation of this Agreement; and details of any insolvency proceedings threatened or pending against it The above warranties, representations, and undertakings shall be continuing warranties, representations and undertakings shall not be affected by the acceptance of any Offer by WCP If there shall be any breach of the above warranties and representations or if any of them shall cease to be true and accurate in relation to any Purchased Debt, the Supplier will pay to WCP any amount which exceeds the amount paid to the Supplier in relation to such Purchased Debt over the total amount received by WCP in or towards settlement of the Purchased Debt The Supplier undertakes and agrees in making an Offer to WCP that it will not at any time sell, assign, transfer or encumber any Purchased Debts other than to or in favour of WCP The Supplier undertakes to comply with all its obligations to maintain, carry out repairs, modifications, servicing and adjustments required by Customers relating to the goods and services supplied by it. 13. Indemnities 13.1 The Supplier shall on demand indemnify WCP against all liabilities, costs, expenses, damages and losses (including any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal and other professional costs and expenses) suffered or incurred by WCP (as to the amount of which a certificate provided by WCP shall, in the absence of manifest error, be conclusive) arising out of or in connection with: preserving or enforcing its rights under this Agreement, or any book debt waiver; collecting or crediting any cheque or other negotiable instrument to the account specified in clause 4, any claim by a Customer against WCP (or assignee of WCP) The Supplier shall on demand reimburse to WCP all credit investigation expenses and all costs paid or payable by WCP in respect of any proceedings instituted against any Customer in respect of any Purchased Debt and in any such proceedings the Supplier agrees to render at its own cost every assistance to WCP WCP may convert any payment received by it (whether in or towards settlement of a Purchased Debt or any other indebtedness of a Customer to the Supplier) in a currency other than sterling (or the currency in which the Initial Percentage was paid and/or in which WCP operates the Supplier's accounts) into sterling (or the currency in which the Initial Percentage was paid and/or in which WCP operates the Supplier's accounts) at its bankers' prevailing spot rate of exchange. Where the currency in which a Customer settles a Purchased Debt (or any other indebtedness owing to a Supplier) differs to the currency in which WCP pays the Initial Percentage (or operates the Supplier's accounts) and there is an exchange rate loss, the Supplier will indemnify WCP for any loss suffered by it. The Supplier is responsible for all bank charges and commission for currency conversion associated with the receipt or transfer of any currency payments The Supplier acknowledges that WCP may rely and act upon (and it will be bound by) electronic, telephone, fax, hard copy and other forms of communication from individuals who appear to be acting on behalf of the Supplier, whether they are authorised or not. The Supplier indemnifies WCP against any liability, loss or costs it incurs as a result of acting on such communications. 14. Waiver 14.1 No forbearance or indulgence granted by WCP to the Supplier, a Customer, a Surety or any other person shall in any way discharge the Supplier or any other person from its liabilities to WCP under this Agreement and no single or partial exercise of any right, power or privilege under this Agreement shall preclude any other or further exercise by WCP of any right, power or privilege. 15. Termination 15.1 This Agreement may be terminated at any time: by WCP giving to the Supplier written notice of termination; or by the Supplier giving to WCP 14 Business Days notice (such termination to take effect at the end of such 14 Business Days) Termination of this Agreement will not affect any rights or obligations of any of WCP, the Supplier or the Surety in relation to any Purchased Debt, the operation of the WCP Account or WCP's right to set off against monies in the WCP Account and the provisions of this Agreement will continue to bind WCP, the Supplier and the Surety so far and so long as may be necessary to give effect to such rights and obligations. 16. Power of attorney As security for the performance of its obligations hereunder, the Supplier hereby irrevocably appoints WCP as its attorney both during and after the termination of this Agreement in its name and on its behalf to execute and do all documents and things required in order to give effect to the provisions of this Agreement including (but without limiting the generality of the foregoing) the endorsement on its behalf of any negotiable instrument and the execution of a legal assignment or legal assignments of all or any Purchased Debts with full power for WCP to appoint and remove any substitute or agent or attorney for WCP in respect of all or any of the matters referred to in this clause 17. Guarantee and Indemnity 17.1 In consideration of WCP entering into this Agreement, the Surety irrevocably and unconditionally guarantees to WCP as principal obligor, and not merely as surety, full prompt and complete performance on demand of all or any of the obligations and liabilities of the Supplier to WCP under this Agreement ("Guaranteed Obligations") The Surety as principal obligor and as a separate and independent obligation and liability from its obligations and liabilities under clause 17.1 agrees to indemnify and keep indemnified WCP in full and on demand from and against all and any losses, costs and expenses suffered or incurred by WCP arising out of, or in connection with, any failure of the Supplier to perform or discharge the Guaranteed Obligations This guarantee is and shall at all times be a continuing security and shall cover the ultimate balance of all monies payable under this Agreement, irrespective of any intermediate payment or discharge in full or in part of the Guaranteed Obligations The liability of the Surety under this guarantee shall not be reduced, discharged or otherwise adversely affected by any act, omission, matter or thing which would have discharged or affected the liability of the Surety had it been a principal debtor instead of a guarantor, or indemnifier, or by anything done or omitted by any person which, but for this provision, might operate or exonerate or discharge the Surety or otherwise reduce or extinguish its liability under this guarantee The Surety waives any right it may have to require WCP (or any trustee or agent on its behalf) to proceed against or enforce any other right or claim for payment against any person before claiming from the Surety under this clause The Surety shall on a full indemnity basis pay to WCP on demand the amount of all costs and expenses (including legal and out-of-pocket expenses and any valued added tax on those costs and expenses) which WCP incurs in connection with: the preservation, or exercise and enforcement, of any rights under or in connection with this guarantee or any attempt so to do; and any discharge or release of this guarantee Until all amounts which may be or become payable by the Supplier under or in connection with this Agreement have been irrevocably paid in full, and unless WCP otherwise directs in writing, the Surety shall not exercise any security or other rights which it may have by reason of performance by it or its obligations under this clause 17, whether such rights arise by way of set-off, counterclaim, subrogation, indemnity or otherwise This guarantee shall be in addition to and independent of all security which WCP may hold from time to time in respect of the discharge and performance by the Supplier of the Guaranteed Obligations. 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6 18. Joint and Several Liability 18.1 Where the Surety is more than one person the liability of each of them under this Agreement and every agreement and undertaking on their part shall be construed accordingly. WCP may compromise or release one co-guarantor without the consent of and without prejudicing its rights against the other. 19. Debenture 19.1 The Surety shall, upon request by WCP, execute and deliver to WCP a debenture substantially in the form set out in Schedule 3 (attached as a separate document) as security for the payment of any sums which the Supplier may owe WCP from time to time under or in connection with this Agreement. 20. Notices 20.1 Any notice required to be given under this Agreement, shall be in writing and shall be delivered personally, or sent by pre-paid first-class post or recorded delivery or by commercial courier or by , to each party required to receive the notice as set out at the beginning of this Agreement or as otherwise specified by the relevant party by notice in writing to each other party Any notice shall be deemed to have been duly received: if delivered personally, when left at the address and for the contact referred to in this clause; or if sent by pre-paid first-class post or recorded delivery, at am on the second Business Day after posting; or if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or if delivered by at such time as the electronic delivery notice is received by the sender. 21. Transfer and Third Party Rights 21.1 The Supplier may not assign, charge or declare a trust of any of its rights or delegate any of its obligations under this Agreement WCP may assign or transfer by novation or sub-participate any of its rights under this Agreement and any guarantee or security provided in connection with it without notice to or consent from the Supplier. The Supplier will assist WCP in whatever manner it requires including by the execution of such documentation as WCP may require to assign or novate this Agreement or any Purchased Debts and any guarantee or security provided for it. WCP may delegate its rights and obligations under this agreement to any agent (whether disclosed or undisclosed) appointed by it The Supplier acknowledges and confirms that WCP may disclose to its bankers and any person to whom it proposes to assign, novate, sub-participate or delegate its rights and/or obligations under this Agreement any information available to WCP about the Surety, the Purchased Debts, the Supplier, its business, its financial condition and its sales and/or purchase ledgers generally The parties do not intend that any terms of this Agreement or any security provided for it shall be enforceable solely by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person who is not a party to this Agreement (or such security) other than any person to whom WCP transfers or assigns its rights under this Agreement, or grants security over it WCP may vary this Agreement by notice to the Supplier. Any variations will take effect immediately upon being notified to the Supplier. Any Offer made by the Supplier after it has been notified of a change to the Agreement will be treated as confirmation of its acceptance of the variation. 22. Data Protection and Disclosure 22.1 Each of the Supplier and the Surety agrees that all information supplied to WCP (or that WCP may otherwise acquire) relating to the Surety, any director of the Supplier or any other individual associated with the Supplier and/or a Customer may be used by WCP for the purposes of: deciding whether to enter into the Agreement or, to accept the Surety's guarantee and indemnity in clause 17 or accept any Offer; exercising any right under this Agreement, and may be disclosed to and/or used by any assignee, or transferee or sub-participant of WCP and/or any credit reference agencies and/or fraud prevention and/or prosecution agencies The Supplier warrants to WCP that: any individual (not party to this Agreement) whose personal data is supplied to it has explicitly agreed to the use and disclosure of such personal data (which may include sensitive personal data); and it is registered as a data controller and that its registration covers the processing of personal data and it will process any personal data in accordance with all data protection legislation in force form time to time The Supplier agrees that WCP may pay any commission due to any person who introduced the Supplier to WCP. 23. Special Provisions 23.1 The parties shall comply with any Special Provisions. 24. Applicable Law 24.1 This Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with the law of England The parties irrevocably agree that the courts of England shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims). WORKING CAPITAL PARTNERS LTD GENERAL INVOICE PURCHASE TERMS AND CONDITIONS July 2014 Page 6 of 7

7 Schedule 1 DEED OF ACKNOWLEDGEMENT OF DEBT [NAME OF DEBTOR] ("Debtor") hereby acknowledges receipt of the notice of assignment of the debt of [AMOUNT ("Debt") from [SUPPLIER] to Working Capital Partners Ltd whose registered office is Buckingham House, 45 Vivian Avenue, London NW4 3AX (the "Creditor"). This amount is due and owing and includes all accrued interest and other charges to date. The Debtor further acknowledges that there are no credits or rights of set off against the balance owing and that the Debtor has not received notice that [SUPPLIER] has assigned its rights to the Debt to a third party or created any other interest in the Debt in favour of a third party. SIGNED as a deed this [DAY] of [MONTH] [YEAR] by [NAME OF DEBTOR] in the presence of: Signature of witness: Name of witness: Address of witness: Schedule 2 Dear Sirs Notice of assignment NOTICE OF ASSIGNMENT We refer to the debt of [AMOUNT] owed by you to us ( Debt ) as set out in the invoice(s) attached to this letter. We hereby give you notice that on [DATE OF ASSIGNMENT], we assigned to Working Capital Partners Ltd, whose registered office is at Buckingham House, 45 Vivian Avenue, London NW4 3XA, all our right, title, interest and benefit in and to the Debt. In future, you should deal solely with WCP in respect of the Debt; all invoices and correspondence relating to the Debt should be sent to WCP, Buckingham House, 45 Vivian Avenue, London NW4 3XA. Payment to Working Capital Partners Ltd alone will discharge your obligations in respect of this Debt. Cheques should be made payable to "Working Capital Partners Ltd" and sent to Buckingham House, 45 Vivian Avenue, London NW4 3XA or by credit transfer to Account No at HSBC Bank PLC (sort code ). All payments must be accompanied by the following reference [INSERT REFERENCE]. Working Capital Partners Ltd (telephone ) must be informed immediately if this invoice is incorrect or if you have any other dispute with us. Please sign and return to Working Capital Partners Ltd the enclosed duplicate of this notice as acknowledgment of receipt and as confirmation that you are satisfied with the goods and services we have provided and have not received notice that we have assigned our rights in and to the Debt to a third party or created any other interest in the Debt in favour of a third party. This notice (and any dispute, controversy, proceedings or claim of whatever nature arising out of or in any way relating to this notice or any act performed or claimed to be performed under it) shall be governed by and construed in accordance with English law. Yours faithfully... for and on behalf of [SUPPLIER] We hereby acknowledge receipt of the notice dated {DATE] of which the above is a copy. We confirm that the goods / services have been delivered, are satisfactory in every respect, that there is no reason to withhold payment and that we have not received notice that [SUPPLIER]has assigned its rights under the Debt to a third party or created any other interest in the Debt in favour of a third party. Signed... for and on behalf of [CUSTOMER] Date... WORKING CAPITAL PARTNERS LTD GENERAL INVOICE PURCHASE TERMS AND CONDITIONS July 2014 Page 7 of 7