Capital for Merchants Receivables Purchase Application

Transcription

1 Amount Requested Capital for Merchants Receivables Purchase Application Intended Use of Cash Advance Proceeds Legal Business Name DBA Ownership Structure Corporate LLC Partnership Sole Proprietorship Other (describe) State of Formation (if Corporation, Limited Liability Company, Limited Liability Partnership, or Limited Partnership) Business Start Date Credit Card Acceptance Start Date Federal Tax ID Business Physical Address City State Zip Mailing Address (If Different) City State Zip Business Phone ( ) Business Fax ( ) Mobile (Cell) Phone ( ) URL/ Website Address Bank Name City State Bank Account Number Bank Routing Number Business Profile Products or Services sold Seasonal Business Property Information Owns Lease Landlord Name Phone ( ) Date of Lease Term of Lease Type of Building Square Footage Current Credit Card Processor Merchant Account Number Method of Sales (Must equal 100%) Card Swiped Card Present Keyed Card Not Resent Keyed Mail / Phone Yes / No Internet Yes / No Card Types Accepted Visa Yes No MC Yes No Discover Yes No American Express Yes No Debit Yes No Owner Information Principal Name Social Security Number Residence Address City State Zip Home Phone ( ) Mobile ( ) How Long at This Address (years) Percentage of Business Owned % Drivers License # Date of Birth Principal Name Social Security Number Residence Address City State Zip Home Phone ( ) Mobile ( ) How Long at This Address (years) Percentage of Business Owned % Drivers License # Date of Birth Trade References Business Name Contact Name Phone ( ) Business Name Contact Name Phone ( ) The undersigned is duly authorizes to sign on behalf of the Merchant and bind the Merchant to the terms and conditions set forth in this Merchant Advance Application and certifies that all information provided in this Merchant Advance Application is true, correct and complete. The undersigned, on behalf of the Merchant, authorizes Capital for Merchants LLC to make whatever inquires it deems appropriate to investigate, verify or research statements or data obtained from Merchant for the purpose of this Merchant Advance Application> Signature Title Date Signature Title Date NAB Representative Rep ID

2 Capital for Merchants LLC RECEIVABLES PURCHASE AGREEMENT This Receivables Purchase Agreement ( Agreement ) dated, is made by and between Capital For Merchants, LLC ( CFM ) and ( Merchant ) ARTICLE I MERCHANT INFORMATION Merchant s Legal Name: DBA Name: Type of entity (check one): Corporation Sole Proprietorship Limited Liability Company Partnership Limited Partnership Limited Liability Partnership State of Formation (if corporation, limited liability company, limited partnership, or limited liability partnership): Principal Address: City: State: Zip: Mailing Address (if different): City: State: Zip: Business Start Date: Credit Card Acceptance Start Date: Federal Tax ID: Phone: Fax: Bank Name: City: State: Bank Account Number: Bank Contact: Contact Phone: Name that Appears on Bank Account: Bank Routing Number: Principal/Owner Name: Title: SSN: Principal/Owner Name: Title: SSN: ARTICLE II PURCHASE AND SALE OF FUTURE RECEIVABLES Effective as of the Purchase Date (as hereinafter defined), Merchant hereby sells, assigns and transfers, without recourse (except to the extent expressly provided herein) and CFM hereby purchases, for the purchase price specified below ( Purchase Price ), Merchant s entire right, title and interest in the percentage specified below ( Specified Percentage ) of each of its future credit card receivables ( Future Receivables ) owed to Merchant from its credit card processor(s) until the amount specified below ( Specified Amount ) has been paid to CFM (the Purchased Receivables ): $ % $ Purchase Price Specified Percentage Specified Amount Merchant and CFM agree, and intend, that the purchase and sale of the Purchased Receivables pursuant hereto shall constitute a sale of accounts as such term is used in Article 9 of the Uniform Commercial Code ( UCC ), which sales are absolute and irrevocable and provide CFM with the full benefits of ownership of Purchased Receivables. Merchant has no right to repurchase or resell the Purchased Receivables. Merchant represents and warrants that it has entered into a merchant agreement with North American Bancard, Inc. and its sponsor bank to obtain credit card processing services (the Processor Agreement ), and hereby authorizes its credit card processor(s) to pay the funds attributable to the Purchased Receivables directly to CFM rather than to Merchant. In connection with the foregoing purchase and sale, Merchant hereby irrevocably authorizes CFM to file one or more financing or continuation statements, or amendments thereto, without the signature of the Merchant where permitted Rev 12/2009 1

3 by law, as may be necessary or appropriate to perfect and maintain the perfection of CFM s ownership interest in the Purchased Receivables. If this Agreement does not constitute a valid sale, assignment, transfer and conveyance of all right, title and interest of Merchant in the Purchased Receivables, despite the intent of the parties hereto, the Merchant hereby grants a security interest (as defined in the UCC) in the Purchased Receivables and the parties agree that this Agreement shall constitute a security agreement under the UCC. Merchant hereby irrevocably authorizes CFM to file one or more financing or continuation statements, and amendments thereto, without the signature of Merchant where permitted by law. ARTICLE III GENERAL TERMS 1. Processing. Merchant hereby authorizes its credit card processor(s) to deposit the Purchased Receivables directly into the CFM account designated by CFM. These authorizations are irrevocable, absolute and unconditional. Merchant acknowledges and agrees that its credit card processor(s) may provide CFM with certain of Merchant s financial information as permitted by law and the Processor Agreement. Merchant agrees that its credit card processor(s) may charge and collect its processing fees and the Specified Percentage on a daily discounted basis. 2. Due Diligence. Merchant authorizes CFM to conduct background, onsite and financial examinations of Merchant, which may include without limitation, address verifications for up to ten (10) years; verification of the status of the licenses, permits, authorizations and/or governmental filings of Merchant; verification of insurance coverage; verification of good business practices through the appropriate agencies; a search of industry association databases referenced in Section 20 below; and a search for bankruptcies, liens or judgments in all jurisdictions where business functions have been conducted. Any onsite examination may include, without limitation, verification that business is conducted as represented by Merchant at all sites where it conducts business. This examination shall be conducted upon reasonable prior notice to the Merchant and only during reasonable business hours. The financial examination may include, without limitation, a review of Merchant s current financial statements, its most recent annual reports, tax returns for the previous three (3) years, and all documentation supporting employee bonds and insurance policies of Merchant. If Merchant is not publicly held, CFM, or its agents, may conduct background and financial examinations of all principals owning ten percent (10%) or more of Merchant. Such examinations may include, without limitation, a review of information regarding criminal history for all jurisdictions where the principal has resided and been employed, address verification for all residences, and employment verification. The examination may also include, without limitation a review of the credit standing of the principal, and a search for bankruptcies and judgments in all jurisdictions where the principal has resided or been employed. The review may also include a review of up to three (3) years of personal tax returns. 3. INDEMNITY/LIMITATION OF REMEDIES. MERCHANT INDEMNIFIES AND HOLDS BOTH ITS CREDIT CARD PROCESSORS, THEIR MEMBER BANKS AND CFM, THEIR THIRD PARTY CONTRACTORS, OFFICERS, MANAGERS, OWNERS, AFFILIATES, EMPLOYEES, AGENTS AND REPRESENTATIVES (THE INDEMNITEES ) HARMLESS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES AND EXPENSES, INCLUDING ATTORNEYS FEES INCURRED BY ANY OF THE INDEMNITEES AND ARISING OUT OF OR RESULTING FROM (i) ACTIONS TAKEN IN RELIANCE UPON INFORMATION OR INSTRUCTIONS PROVIDED TO CFM AND/OR THE CREDIT CARD PROCESSORS AND THEIR MEMBER BANKS BY OR ON BEHALF OF MERCHANT, OR (ii) THE OCCURANCE OF A TERMINATION EVENT, AS HEREINAFTER DEFINED. IN NO EVENT WILL THE Rev 12/2009 2

4 INDEMNITEES BE LIABLE FOR ANY CLAIMS ASSERTED AGAINST THEM BASED ON ANY THEORY OF LAW OR EQUITY FOR LOST PROFITS, REVENUES, OR BUSINESS OPPORTUNITIES, EXEMPLARY, SPECIAL, OR CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXPRESSLY WAIVED BY MERCHANT. HOWEVER, IN THE EVENT THAT ANY INDEMNITEE SHALL BE FOUND LIABLE, DAMAGES SHALL NOT EXCEED THE SPECIFIED AMOUNT UNDER ANY CIRCUMSTANCES. 4. Modification. Merchant shall comply with all the terms of this Agreement, and shall not modify or cancel this Agreement at any time in any manner, without CFM s prior written consent. Merchant shall also comply with all the terms of the Processor Agreement and, except as required by North American Bancard, Inc. and/or its sponsor bank, shall not modify or cancel the Processor Agreement at any time in any manner, without CFM s prior written consent. 5. Covenants. Merchant shall not conduct business under any other name than disclosed herein, and shall not change business location, state of formation or credit card processor without prior written consent of CFM. Merchant shall conduct its business in the ordinary course and in substantially the same manner as heretofore conducted, and shall use commercially reasonably efforts not to commit any act that results in a material reduction of its MasterCard, Visa, American Express and Discover credit card volume, including, without limitation, the refusal for any reason to accept bona fide MasterCard, Visa, American Express and Discover credit cards as payment for transactions, Further, unless and until the Purchased Receivables have been paid in full, Merchant and its owners shall not enter into any transaction involving the sale of Merchant, either by an issuance, sale or transfer of ownership interests in Merchant that results in a change in voting control of Merchant, by a sale or transfer of substantially all of the assets of Merchant, or otherwise, and the occurrence of any such event shall constitute a breach of this Agreement. 6. Additional Representations and Covenants. If an entity, Merchant is a validly existing corporation/limited liability company/limited partnership/limited liability partnership, in good standing under the laws of that state, the person executing this Agreement on behalf of Merchant has full power and complete authority to execute this Agreement on behalf of Merchant, and this Agreement is valid, binding and enforceable against Merchant. There are no civil or criminal proceedings pending before any court, government agency, arbitration panel, or administrative tribunal or, to Merchant s knowledge, threatened against Merchant, which may result in any material adverse change in the business, property, or financial condition of Merchant. Merchant is in compliance with all applicable federal, state and local law and regulations, and possesses and is in compliance with all permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged. Merchant possesses insurance in such amounts and against such risks as are necessary to protect its business. Merchant has filed or caused to be filed all federal, state, local and foreign tax returns which are required to be filed, and has paid or caused to be paid all taxes as shown on such returns or on any assessment received by Merchant to the extent that such taxes have become due, and Merchant has no knowledge of any material liability (or basis therefore) for any tax to be imposed on Merchant or any of its assets or properties for which adequate provision has not been made in its financial statements. Each Future Receivable, when created, will be a legal, valid and binding obligation of the debtor. No sale of a Purchased Receivable will constitute a fraudulent transfer or fraudulent conveyance, or will otherwise be void or voidable under similar laws or principles, the doctrine of equitable subordination, laws regarding preferential transfers, or for any other reason. All representations and warranties in this Agreement, and all financial statements delivered to CFM, are true and correct, and no material fact has been omitted. No portion of Merchant s Future Receivables, or any other assets pledged pursuant to Section 8 of Article III hereof, is subject to any lien, security interest, assignment, option or encumbrance, other than Rev 12/2009 3

5 the security interest(s) granted to CFM, North American Bancard, Inc. and/or its sponsor bank. There have been no material, adverse changes in Merchant s business nor does Merchant have knowledge of any event that may occur in the future that could negatively impact Merchant s business. Each and all of the foregoing representations shall be deemed to be continuing covenants of the Merchant, and shall remain true and accurate at all times after the date of this Agreement, until the Purchased Receivables have been paid in full. 7. Timing and Method of Funding. Merchant and CFM agree that CFM shall purchase the Purchased Receivables on a date to be determined by CFM in its sole discretion (the Purchase Date ). Merchant and CFM also agree that CFM, in its sole discretion, may refuse to purchase the Purchased Receivables for any reason or no reason. Merchant and CFM further agree that CFM shall provide payment through any commercially reasonable method, at CFM s sole discretion, including, but not limited to, check, federal funds wire, or ACH transfer. 8. Grant of Security Interest. To secure the performance of Merchant s obligations hereunder and subject to all contractual and common law rights of and the security interests granted in favor of North American Bancard, Inc. and/or its sponsor bank in or related to the Processor Agreement, Merchant grants to CFM a continuing security interest in (i) all of Merchant s Accounts, Chattel Paper, Goods, Inventory, Equipment, Instruments, Reserves, Reserve Accounts, Investment Property, Documents, General Intangibles, as such terms are defined in the UCC, as revised and in effect, (ii) all Future Receivables, as herein defined, (iii) all other assets and personal property of the Merchant, and (iv) all products and proceeds thereof. CFM shall have all rights and be entitled to all benefits afforded to a secured creditor under the UCC or otherwise at law. Merchant authorizes CFM to file and/or record such further instruments, agreements or undertakings, and such certificates of title, financing and continuation statements and other instruments, as the Secured Party may deem necessary or desirable to perfect, protect and preserve the security interests hereby granted in the Collateral. Nothing contained in this Section 8 shall be construed to change the parties intent under this Agreement to effect a final sale of the Purchased Receivables, as opposed to a secured loan or any other type of transaction. 9. Termination Events. The following events shall constitute Termination Events : (i) Merchant breaches any of the provisions of the Processor Agreement and/or this Agreement; (ii) Merchant changes its current credit card processor(s); (iii) Merchant permits any event to occur or takes any action that could cause either a material reduction in MasterCard, Visa, American Express and Discover credit card transactions or a diversion of any MasterCard, Visa, American Express and Discover credit card transactions to a credit card processor other than its current credit card processor(s); (iv) any representation or warranty or statement made by Merchant shall prove to have been incorrect in any material respect when made or deemed made; (iv) CFM shall fail to have valid and unencumbered ownership in and to the Purchased Receivables; or (v) there is any material adverse change in the operation of Merchant, or any other event which materially affects the ability of Merchant to perform its obligations hereunder. Upon the occurrence of a Termination Event, CFM shall have, in addition to all other rights and remedies under this Agreement or otherwise, all other rights and remedies provided under the UCC. In addition, subject to the Processor Agreement and any other then applicable terms or conditions entered into with North American Bancard, Inc. and/or its sponsor bank, CFM shall have the right, upon the occurrence of a Termination Event, to recover from the Merchant the entire uncollected balance of the Specified Amount, plus any and all other amounts otherwise due and owing under this Agreement, by exercising any and/or all of the following rights: (1) to instruct any credit card processor of Merchant to deliver to CFM, without any prior notice to Merchant, any and all of Merchant s Future Receivables; (2) to initiate debit entries to Merchant s bank account(s), as authorized below; and/or (4) to pursue any and all other remedies at law or in equity. Rev 12/2009 4

6 10. WAIVER. THERE SHALL BE EFFECTED NO WAIVER BY FAILURE ON THE PART OF CFM TO EXERCISE, OR DELAY IN EXERCISING, ANY RIGHT UNDER THIS AGREEMENT, NOR SHALL ANY SINGLE OR PARTIAL EXERCISE OF ANY RIGHT UNDER THIS AGREEMENT PRECLUDE ANY OTHER FUTURE EXERCISE OF ANY RIGHT. THE REMEDIES PROVIDED HEREUNDER ARE CUMULATIVE AND NOT EXCLUSIVE OF ANY REMEDIES PROVIDED BY LAW OR EQUITY. 11. Binding Effect. This Agreement shall be binding upon Merchant and inure to the benefit of CFM, its successors and assigns, of which CFM may assign or transfer any rights or interests without giving Merchant prior notice. Merchant shall have no right to assign its rights, interests or obligations hereunder. 12. Law and Jurisdiction. Any legal action, suit or proceeding arising out of or relating to this Agreement, or the transactions contemplated hereby, may be instituted in any state or federal court of competent subject matter jurisdiction in the State of Michigan. Merchant hereby knowingly and voluntarily consents to personal jurisdiction in the courts of the State of Michigan with respect to any such legal action, suit or proceeding. The Merchant hereby irrevocably consents to the service of process of any of the aforementioned courts in any such action, suit or proceeding, by certified United States mail, postage prepaid, to the Merchant at the address set forth herein. Merchant hereby knowingly and voluntarily waives any claim or defense in any action, suit or proceeding commenced in the Michigan State Court or the United States District Court for the District of Michigan asserting that it is not subject personally to the jurisdiction of such court, that service upon it as hereinabove set forth is invalid, that its property is immune or exempt from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that this Agreement, or the subject matter hereof, may not be enforced in or by such court. 13. Costs and Expenses. CFM shall be entitled to recover from the Merchant all reasonable costs and attorneys fees associated with and/or resulting from the enforcement of its rights and remedies under this Agreement or at law. Any payments under an indemnity claim pursuant to Section 3 of this Article III shall include all the foregoing costs and expenses, as well as interest on thereon at the rate of 1.5 % per month from the date the obligation is due to the Indemnitee until the indemnity claim shall be paid. 14. Survival and Further Assurances. All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement, and shall continue in full force and effect until such time as all obligations under this Agreement have been satisfied. This Agreement contains the entire understanding of the parties and supersedes all prior negotiations, whether oral and written. If any provisions of this Agreement are invalid, illegal or unenforceable, the remaining provisions shall not be affected in any manner. Merchant agrees, from time to time, upon CFM s request to make, execute, acknowledge, and deliver to CFM, such further and additional instruments, documents, and agreements, and to take such further action as may be required to carry out the intent and purpose of this Agreement. 15. JURY TRIAL; LIMITATION ON ACTION. THE PARTIES HEREBY WAIVE TRIAL BY JURY IN ANY COURT PRESIDING OVER ANY SUIT, ACTION OR PROCEEDING ARISING UNDER THIS AGREEMENT, UNLESS THE WAIVER IS PROHIBITED BY LAW. THE PARTIES ACKNOWLEDGE THAT THIS WAIVER IS MADE KNOWINGLY AND VOLUNTARILY. THE PARTIES HAVE BEEN GIVEN AMPLE TIME AND OPPORTUNITY TO SEEK ADVICE OF COUNSEL PRIOR TO EXECUTION OF THIS AGREEMENT. THE Rev 12/2009 5

7 MERCHANT HEREBY WAIVES, INSOFAR AS PERMITTED BY LAW, ANY RIGHT TO PURSUE A CLAIM AGAINST CFM AND/OR ITS SUCCESSORS AND ASSIGNS AS PART OF A CLASS ACTION, PRIVATED ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE ACTION. 16. Counterparts and Reproductions. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and all of which together shall constitute one instrument. Facsimile copies of signatures to this Agreement shall be deemed to be originals, and the parties may rely upon such facsimile copies to the same extent as the originals. 17. Sale of Additional Pool of Future Receivables; Schedules; Right of First Refusal. In the event that Merchant wishes to sell, and CFM agrees to purchase, an additional pool (or additional pools) of future credit card processing receivables, this Agreement shall serve as a Master Agreement which sets forth all of the terms and conditions governing any such sale. In such an event, the parties shall execute additional schedules setting forth the Purchase Price, Specified Percentage and Specified Amount applicable to that additional pool of future receivables. The terms listed on such schedule shall take effect upon CFM s receipt of the complete Specified Amounts then outstanding or upon a date agreed to by the parties in writing, with the terms and conditions of this Agreement otherwise fully applicable. Nothing herein shall obligate either party to sell and purchase additional pools of credit card processing receivables; however, Merchant grants CFM the right of first refusal to purchase any such pool of additional future receivables that Merchant may wish to sell. 18. ACH Authorization. Merchant hereby authorizes CFM, or its designated agents, successors and/or assigns, to withdraw any amount now due or hereinafter due under this Agreement, by initiating debit entries to Merchant s bank account at the Bank indicated above or at such other Bank as Merchant may from time to time use. In the event of the occurrence of a Termination Event, or other breach or default of Merchant s obligations under this Agreement, Merchant authorizes debit of Merchant s account for the full amount due under this Agreement or any portion thereof. Further, Merchant authorizes Bank to accept and to charge any debit entries initiated by CFM to Merchant s account. In the event that CFM withdraws erroneously from Merchant s account, Merchant authorizes CFM to credit account for the amount erroneously withdrawn. Merchant understands that the foregoing ACH authorization is a fundamental condition to induce CFM to accept this Agreement. Consequently, such authorization is intended to be irrevocable. In the event that Merchant terminates such ACH authorization, CFM, in its sole discretion, may deem such termination to be a Termination Event in violation of this Agreement. 19. Reporting. CFM and its affiliates are or in the future may become members of one or more industry associations that exchange and share information regarding the performance by merchants under merchant cash advance and related documents. Accordingly, CFM and its affiliates reserve the right, without further notice to the Merchant, to provide information to such industry associations relating to the Merchant and its principals, as well as the Merchant s performance under this Agreement and related documents. The Merchant, for itself and its principals, hereby authorizes CFM and its affiliates to provide such information without further notice to or consent of the Merchant and/or its principals. 20. Ratification. This Agreement shall not constitute a contract until fully executed by all parties hereto. Rev 12/2009 6

8 CAPITAL FOR MERCHANTS, LLC: By: Title: Print Name: Date: MERCHANT: By: Title: Print Name: Date: MERCHANT: By: Title: Print Name: Date: PERSONAL GUARANTY I/We (the Guarantor(s) ) have reviewed and agree to the terms and conditions of the Receivables Purchase Agreement and this Personal Guaranty, and all representations made therein and herein by Merchant and Guarantor(s) are true, correct. The Guarantor(s) each hereby authorize inquiry into his/her personal and business financial information, including, but not limited to, banking relationships, consumer reports, industry association databases referenced in Section 20 of the Receivables Purchase Agreement, and credit bureaus, and authorize inquiry into his/her personal history including investigation of all criminal and civil matters. The Guarantor(s) each agree to conduct, and to cause Merchant to conduct, business in the ordinary course and in substantially the same manner as heretofore conducted, and use commercially reasonable efforts not to commit any act that results in a material reduction of Merchant s credit card volume. The Guarantor(s) each further agree not to permit, or allow Merchant to permit, any event to occur that could cause a diversion of any of Merchant s credit card transactions from its current credit card processor(s) to any other entity, and Guarantor(s) will not, except as otherwise required under the Processor Agreement, dispose, convey, sell or otherwise transfer, or cause Merchant to dispose, convey, sell or otherwise transfer, any business assets of Merchant without the prior written consent of CFM, which may be withheld for any reason, until receipt of the entire Specified Amount. By signing this Personal Guaranty, the Guarantor(s) each assume and guaranty all of Merchant s obligations under the Receivables Purchase Agreement, including, without limitation the obligation of Merchant to indemnify CFM and Merchant s credit card processor and related member bank pursuant to Section 3 of Article III thereof. To induce CFM to accept Merchant s application and to enter into the Receivables Purchase Agreement, the Guarantor(s) each hereby agree to pay all costs and attorneys fees in connection with an action commenced by CFM, the credit card processor or its member bank to enforce its rights under the Receivables Purchase Agreement and/or this Personal Guaranty. This guaranty is unlimited, absolute and without condition, and is binding upon Guarantor(s), his/her heirs, legal representatives, successors and assigns. The Guarantor(s) each waive any and all rights to require CFM or any other Indemnitee to proceed against Merchant before taking Rev 12/2009 7

9 action against him or her. THE GUARANTOR(S) EACH ACKNOWLEDGE HAVING READ THE TERMS OF THE RECEIVABLES PURCHASE AGREEMENT AND THIS PERSONAL GUARANTY, AND HIS/HER SIGNATURE BELOW SHALL SERVE AS CONFIRMATION THAT HE/SHE UNDERSTANDS ALL OF THE TERMS AND CONDITIONS OF THE RECEIVABLES PURCHASE AGREEMENT AND OF THIS PERSONAL GUARANTY. THE GUARANTOR(S) EACH ACKNOWLEDGE RECEIVING A COPY OF THE RECEIVABLES PURCHASE AGREEMENT, THAT HE/SHE HAS HAD THE OPPORTUNITY TO REVIEW THE RECEIVABLES PURCHASE AGREEMENT AND THIS PERSONAL GUARANTY WITH COUNSEL OF HIS/HER CHOICE, AND THAT HE/SHE RECEIVES SUBSTANTIAL BENEFITS AS A RESULT OF THE RECEIVABLES PURCHASE AGREEMENT. Any legal action, suit or proceeding arising out of or relating to the Receivables Purchase Agreement or this Personal Guaranty, or the transactions contemplated hereby or thereby, may be instituted in any state or federal court of competent subject matter jurisdiction in the State of Michigan. The Guarantor(s) each hereby knowingly and voluntarily consent to personal jurisdiction in the courts of the State of Michigan with respect to any such legal action, suit or proceeding. The Guarantor(s) each hereby irrevocably consent to the service of process of any of the aforementioned courts in any such action, suit or proceeding, by certified United States mail, postage prepaid, to him/her at the address set forth below. The Guarantor(s) each hereby knowingly and voluntarily waive any claim or defense in any action, suit or proceeding commenced in the Michigan State Court or the United States District Court for the District of Michigan asserting that he/she is not subject personally to the jurisdiction of such court, that service upon him/her as hereinabove set forth is invalid, that his/her property is immune or exempt from attachment or execution, that the action, suit or proceeding is brought in an inconvenient forum, that the venue of the action, suit or proceeding is improper or that the Receivables Purchase Agreement or this Personal Guaranty, or the subject matter hereof, may not be enforced in or by such court. Each of the Guarantor(s) hereby acknowledges and consents to the provisions of Section 20 of the Receivables Purchase Agreement, and hereby authorizes the delivery by CFM and/or its affiliates to industry associations of information relating to the Guarantor(s), as well as the Guarantor(s) performance under this Personal Guaranty and related documents, without further notice to or consent of the Guarantor(s). The Guarantor(s) each hereby waive, insofar as permitted by law, (i) trial by jury in any action, proceeding or litigation arising from or in any way relating to this Personal Guaranty, and (ii) any right to pursue a claim against CFM and/or its successors and assigns as part of a class action, private attorney general action or other representative action. If there is more than one Guarantor, the obligations of the Guarantor(s) hereunder shall be joint and several. GUARANTOR(S): Signature Name/Address Date Signature Name/Address Date Rev 12/2009 8

10 SALE OF ADDITIONAL POOL OF FUTURE RECEIVABLES [calendar month and year] Pursuant to the terms and conditions of that certain Receivables Purchase Agreement dated as of (the Agreement ) by and between Capital For Merchants, LLC, a Michigan limited liability company (hereafter referred to as CFM ), and, a (hereafter referred to as Merchant ), Merchant hereby sells, assigns and transfers, without recourse and CFM hereby purchases, for the purchase price specified below ( Purchase Price ), Merchant s entire right, title and interest in the percentage specified below ( Specified Percentage ) of each of its future credit card receivables ( Future Receivables ) owed to Merchant from its credit card processor(s) until the amount specified below ( Specified Amount ) has been paid to CFM (the Purchased Receivables ): $ % $ Purchase Price Specified Percentage Specified Amount The foregoing transaction constitutes a sale of an additional pool of Future Receivables pursuant to Section 19 of Article III of the Agreement. Accordingly, except as otherwise provided herein, the Agreement shall govern all of the terms and conditions of the foregoing transaction. CAPITAL FOR MERCHANTS, LLC By: Name: Title: Dated: By Name: Title: Dated: By Name: Title: Dated: The undersigned acknowledge and agree that the provisions of the Personal Guaranty attached to the Agreement shall apply to the sale of the additional pool of Future Receivables identified above. GUARANTOR(S): Signature Signature Rev 12/2009 9

11 Capital for Merchant$, LLC, 2005 Global Payments Direct, Inc. 10 Glenlake Parkway, North Tower Atlanta, Georgia RE: (the Company ) Gentlemen: Global Payments Direct, Inc. ("Processor") and HSBC Bank USA, National Association ("Bank") have entered into an arrangement pursuant to which Processor and Bank act as credit card processing service providers to "the Company", which includes providing funding of certain credit card sales by the Company and making payments to the Company in respect of such sales as set forth in the service agreement by and between Processor, Bank, and the Company (the "Merchant Agreement"). Please be advised that the Company has entered or is about to enter into arrangements with Capital for Merchants, LLC (the "Issuer"), pursuant to which Issuer may from time to time take an interest in future credit card receivables due to Company under the Merchant Agreement, which may be secured by, among other things, the Company's right, title and interest in and to all present and future accounts, inventory, general intangibles, certain documents, instruments, chattel paper, deposit, other bank accounts, and proceeds of the foregoing, including certain amounts payable by Processor or Bank to the Company pursuant to the Merchant Agreement, subject to Processor s and/or Bank's security interest set forth in the Merchant Agreement and subject to all rights of Processor and Bank in the Merchant Agreement and in common law. Issuer and Company hereby represent and warrant to Processor and Bank that (a) Issuer and Company have both duly executed an agreement for Issuer s taking of an interest in future credit card receivables due to Company under the Merchant Agreement and (b) that the transactions described in the referenced receivables agreement between Issuer and Company do not violate any applicable law or card association rule or regulation. Issuer hereby acknowledges and agrees that notwithstanding anything to the contrary set forth in the referenced receivables agreement between Issuer and Company or in any other agreement between Issuer and Company, and notwithstanding any of Issuer s security interests or other rights or preferences arising in contract, law or from any other source, of whatever nature, Issuer s rights in certain amounts payable or paid by Processor or Bank to Company pursuant to the Merchant Agreement are subject and subordinate to any and all rights of Processor and/or Bank set forth in the Merchant Agreement (including the related personal guaranty) or arising in common law, including, but not limited to such of their rights in discounts, fees, reserves, charge backs and other amounts due from the Company to Processor and Bank. Notwithstanding anything to the contrary contained in the Merchant Agreement or any prior instructions to Processor or Bank, unless and until Processor receives written instructions from Issuer and Company to the contrary, effective as of the date of this letter, % of Page 1

12 Capital for Merchant$, LLC amounts payable by Processor or Bank to the Company pursuant to the Merchant Agreement (the Issuer Payment ) shall be withheld by Processor and paid to Issuer on a schedule to be agreed upon by Issuer and Processor and pursuant to the payment instructions set forth here as authorized by Company and by Issuer: Account Information for Deposit of Issuer Payment: As of the date hereof, Issuer and Company have designated the percentage referred to above as the amount due for the Issuer Payment contemplated herein, provided that such percentage may be changed upon written notice by Issuer and Company to Processor as set forth herein. Any modified instructions with respect to the disposition of or modification of the Issuer Payment must be joint written instructions duly executed by both the Issuer and Company, must include the modified account information, as applicable, and must be received by Processor in advance of the desired effective date of the modified instructions. Issuer and the Company each agree, jointly and severally, to indemnify and hold harmless Bank and Processor against (a) any third party claim or action, of whatever nature, brought against Bank and/or Processor and (b) any loss, cost or expense, of whatever nature, sustained or which may be sustained by Bank and/or Processor that arises from any action taken by Bank or Processor in accordance with the terms of this letter agreement or that otherwise arise from or are related or connected to the arrangement between Issuer and Company described herein. Issuer and Company acknowledge and agree that the agreement of Processor and Bank to provide funding efforts described herein is an accommodation to Issuer and Company for which neither Processor nor Bank shall have any liability. All other amounts payable to Company by Processor or Bank under the Merchant Agreement that are in excess of the Issuer Payment shall be paid by Processor to Company s settlement account as designated in its Merchant Agreement, subject to all of the terms of the Merchant Agreement. The parties hereto acknowledge that Processor may at any time begin deducting the fees, discounts, and other amounts due Processor and Bank under the Merchant Agreement on a daily basis. Processor and Company hereby confirm and agree for the benefit of Issuer as follows: (i) Processor acknowledges that Issuer and Company have entered an agreement related to the receivables as described herein and consents to the funding arrangement described herein and authorized by the Company and Issuer subject and subordinate to any and all of the rights of Processor and Bank under the Merchant Agreement, of whatever nature, including rights to setoff or charge against amounts payable or paid by Processor or Bank to the Company any and all fees, charge backs, discounts, reserve accounts, or other amounts due from the Company under the Merchant Agreement, and (ii) as of the date hereof, Issuer and Company Page 2

13 Capital for Merchant$, LLC have designated the percentage referred to above as the amount due for the Issuer Payment contemplated herein, provided that such percentage may be changed upon written notice by Issuer and Company to Processor as set forth herein. Notwithstanding anything to the contrary set forth herein, upon written notice to Issuer at the address indicated below and to Company at the address set forth in its Merchant Agreement, Processor may elect to terminate its participation associated with the Issuer Payment as described herein. Notwithstanding the foregoing sentence and absent a law or card association rule or regulation that prohibits or restricts such a continuation, Issuer may continue to collect the Issuer Payment pursuant to the terms set forth herein for one hundred eighty (180) days following Processor s termination described above. Such termination shall be without liability or penalty to Processor or Bank, of whatever nature. Except as otherwise set forth herein, this letter agreement cannot be changed, modified or terminated, except by written agreement signed by Processor, Company and Issuer. Please acknowledge your receipt of, and agreement to, the foregoing by signing in the space provided below. Very truly yours, Company - By: Title: ACKNOWLEDGED AND AGREED: Processor - Global Payments Direct, Inc. Issuer- Capital For Merchants, LLC By: By: Title: Title: 969 Chicago Road Troy, Michigan Page 3