Finstro Trade Facility Agreement

Background

1. This Finstro Trade Facility Agreement (Finstro Agreement or Agreement) is an open-ended commercial credit contract provided by Coastal Community Bank (Coastal/us/we/our). Finstro provides services to us in relation to the Finstro Agreement and your obligations under the Finstro Agreement are obligations to us unless the context requires otherwise, or we agree with Finstro that your obligations under this Finstro Agreement are obligations directly in favor of Finstro.

2. Following completion of the Application Process and on other occasions during the term of this Finstro Agreement, we will assess your creditworthiness.

3. If we approve your application, we will offer you one or more Products and establish an Account for you to record Purchases of goods and services you purchase from a Supplier for your business.

4. You make Purchases using Products. The Products we offer are Finstro Trade Accounts (Trade Accounts) and Finstro Business Cards (Business Cards).

5. You can complete the Application Process, request a Product, make a Purchase, and operate your Account via the System.

Rules of interpretation

1. This Finstro Agreement can be found at finstro.com/agreements. The Particulars, the form of which is in Part B, will be completed during the Application Process and will particularize your Finstro Agreement. This includes information you will provide about your business and any guarantor(s) (if applicable), as well as information we will provide regarding the terms of your Account.

2. The Product Terms for the Trade Account and Business Card Products, the form of which is in Part C and Part D of this Agreement, will be disclosed to you via the System and once accepted by you, will form part of this Agreement.

3. The Other Agreements, which form part of the Finstro Agreement, includes Direct Debit Authority Agreement; Guarantee Terms; Security Agreements. Some or all of these may apply to the Products we offer you as specified in the Product Terms.

4. You agree to the terms of this Finstro Agreement, and you make the promises it contains by completing the Application Process via the System or by making a Purchase using a Product.

5. The System and Products may be branded or co-branded with the brand of a Finstro Partner and any such branding will not impact on your rights and obligations under this Finstro Agreement.

6. If there is any inconsistency between any of the documents that comprise the Finstro Agreement, the Product Terms will prevail to the extent of the inconsistency, followed by the Finstro Terms.

7. Capitalized terms have the meanings given to those terms in this Finstro Agreement. The definitions and interpretation can be found at Items 11.1 and 11.2 respectively.

Products

1. You can request a Purchase and accept the specific terms of a Purchase using a Product through the System.

2. How each Product works is set out in the Finstro Terms and/or Product Terms.

3. The Finstro Agreement will commence on the Commencement Date and continue for as long as we agree to provide you with access to Products.

Guarantee & Security

1. Your obligations under this Agreement will be Guaranteed by the Guarantor named in the Particulars and/or Product Terms:

   1. if your Account Limit or Total Outstanding exceeds the Guarantee Threshold specified in the Particulars and/or Product Terms; or

   2. we agree to a Variation Request.

2. You and any Guarantor must provide the Security (if any) set out in the Particulars and/or Product Terms:

   1. if your Account Limit or Total Outstanding exceeds the Security Threshold specified in the Particulars and/or Product Terms; or

   2. we agree to a Variation Request.

3. The Guarantor guarantees and indemnifies us against any failure by you to perform your obligations. The full terms of the Guarantee can be found at www.finstro.com/guarantee. Read those terms carefully.

Your acknowledgements

1. In addition to complying with all the terms of the Finstro Agreement, you must comply with all the terms and conditions communicated via the System.

2. You must comply with any Special Conditions.

Declaration of Purpose

You declare that the credit to be provided to you by us is to be applied for:

1. business or commercial purposes; or

2. investment purposes other than investment in residential property.

Termination

We may terminate your Account or this Agreement at any time for any reason without prior notice, subject to limitations of applicable law. After termination, you will not be able to make new Purchases using Products, but you will still have to Repay any remaining balance in full. All other provisions of this Agreement will continue to apply following termination.

Part A: Finstro Terms and Conditions (Finstro Terms)

Part A: Finstro Terms and Conditions (Finstro Terms)

What are these terms and conditions about?

1. This Finstro Trade Facility Agreement must be read together with and incorporates Part A – Terms and Conditions; Part B – the Particulars; Part C – Trade Account Terms; Part D – Business Card Terms; Part E- Guarantee; Part F – Security Agreements; and Part G – Direct Debit Authority Agreement (Parts E-G collectively comprising the “Other Agreements”). These documents together form the agreement between us (the Finstro Agreement).

2. If we approve your application, we will offer you one or more Products, establish an Account for you to record Purchases you make using a Product and set an Account Limit and a Product Limit. The Products we offer are Finstro Trade Accounts (Trade Accounts) and Finstro Business Cards (Business Cards).

3. In addition to these Finstro Terms, there are further terms applicable to the Trade Account and Business Card Products that we will disclose to you through the System, and which will form part of this Finstro Agreement between you and us.

Using a Product

1. You can request a Product and accept the Product Terms through the System. Once we accept your request for a Product, those Product Terms will form part of the Finstro Agreement between you and us.

2. We may establish a Product Limit and other terms and conditions which will apply to your Products. Despite this, each Purchase is subject to our approval and Purchases may be approved or declined at our discretion, even if the Product Limit for a Product has not been reached.

3. If we establish a Product Limit or other terms and conditions, we may, acting reasonably, vary those Product Terms in accordance with the variation provisions of this Finstro Agreement at any time on not less than 30 days’ notice. Notice of this variation will be provided to you through the System and acceptance of this variation will be implied by your continued use of the Product.

You and any Guarantor must grant us any Security specified in the Particulars and/or Product Terms. The terms of the Guarantee and Security are contained in the Other Agreements and form part of the Finstro Agreement.

We must pay such Purchase Amounts to Suppliers, and you must make such Repayments to us as are specified in the System for each Purchase or as otherwise agreed. If at any time you or a Supplier receive an amount of funds from us that exceeds the amount required for a Purchase, you must repay to us the excess within two Business Days of our demand.

If all money due to us in respect of a Purchase is not received by us by the relevant Due Date communicated via the System (unless otherwise agreed by us) you must immediately pay us the balance due with respect to such Purchase.

You must pay Fees and Charges to us based on the Parameters and Calculations and set out in the System, subject to applicable law.

You must pay interest to us on any amount due but unpaid calculated at the Arrears Rate based on the Parameters and Calculations and set out in the System, subject to applicable law.

You must use an acceptable Repayment Method described in the Product Terms and if a Direct Debit is specified, you must provide and maintain a Direct Debit Authority and authorize us to collect any money due to us pursuant to that Direct Debit Authority. The terms and conditions of the Direct Debit Authority is contained in the Other Agreements.

Terms and Conditions

The clauses in this part apply to all Products.

1. Use of the System

1. You must use the System, and authorize use of the System, only in accordance with the Finstro Agreement and the terms and conditions contained within the System.

2. You are solely responsible for all persons who operate your Account and who use the System on your behalf, whether those persons have been duly authorised by you.

3. The System remains the property of Finstro and of any of our wholly owned subsidiaries under applicable law, other than any part of the System that Finstro has agreed in writing is the property of a Supplier.

2. Conditions Precedent

A Purchase will only be approved and processed if each of the following conditions is satisfied on or prior to providing that Purchase (unless such condition is waived by us).

1. You have delivered a duly completed Purchase Request using a Product via the System.

2. We hold any Security specified in the Particulars and/or Product Terms or otherwise required by us.

3. We have approved the Purchase and agreed to provide the Purchase Amount.

4. The Purchase complies with the Finstro Agreement.

5. We have determined the Settlement Date(s) if applicable.

6. You have provided the Direct Debit Authority where required.

7. No event has occurred which constitutes, or which with the giving of notice or the lapse of time constitutes, an Event of Default.

8. You have not committed a breach of the Finstro Agreement and the Purchase is not being made in violation of any applicable law.

3. Purchases

1. You can request a Purchase on your Account and accept the specific terms of the Purchase (including the Parameters) using a Product though the System (Purchase Request).

2. By using a Product to make a Purchase Request you agree to the specific terms of the Purchase (if any) as set out in the System and to the terms of the Finstro Agreement.

3. A Purchase Request using a Business Card may be created for any:

4. Purchases with Suppliers.

5. Supplier Invoice payments.

6. Purchase of cash (Cash Advance) if permitted in the Product Terms.

7. direct debits authorized by your Business Card; and

8. other transactions permitted under the terms of the Finstro Agreement, at our discretion.

9. A Purchase Request using a Trade Account may be created for any:

10. purchase with a Linked Supplier.

11. Balance Transfer from a Linked Supplier.

12. other transactions permitted by us, at our discretion.

13. Once the Purchase is approved, we will advance the Purchase Amount on the Settlement Date as set out in the System. The Purchase Amount will be made to the relevant Supplier nominated in the Purchase Request. Where permitted, if a Purchase relates to a Cash Advance, the relevant Purchase Amount will be paid to you on the Settlement Date.

14. If the Supplier is overseas or the Purchase Amount is in a foreign currency, the foreign currency amounts will be converted to US dollars as at the Settlement Date. The amount debited to your Account will include any applicable currency conversion charges and any fees incurred in advancing the Purchase Amount to a foreign Supplier.

15. Subject to clause (e) we will remit the Purchase Amount to the Supplier with whom a Purchase is made.

16. You understand and acknowledge that the amount that we settle to the Supplier for any Purchase may be less than the cost of the goods and services you purchased because the Supplier may agree that we, Finstro or a third party may retain a portion of the cost to accept Repayment via the System.

17. If there is any inconsistency between the Terms of Trade you have with a Linked Supplier and this Finstro Agreement, including the relevant Trade Account Product Terms, then the relevant Trade Account Product Terms shall apply as to the inconsistency followed by the Part A Finstro Agreement Terms and Conditions.

18. Nothing in the Terms of Trade shall change your obligations to us or Finstro under this Agreement.

19. You acknowledge and agree that any Purchases requested or made using Products are for business purposes, and are not made primarily for personal, family, or household purposes.

20. We may decline to authorize a Purchase for any reason, including suspected fraud and our assessment of your creditworthiness, and even if the Purchase would not cause your Account balance to exceed your Account Limit and your Account is not in default. We are not liable to you or any third party for any losses you incur if we do not authorize a Purchase or if any Supplier refuses to accept the Product.

4. Repayments

1. You must pay us all Repayments by the Due Dates set out in the System.

2. The Repayments and Due Dates will be determined by us applying the relevant Parameters and using the Calculations. The Calculations, and illustrative examples, are set out in Exhibit B and maybe amended from time to time in accordance with the relevant provisions of this Finstro Agreement.

3. For each Purchase, the Repayments and Due Dates determined using the Calculations will be based on the Standard Parameters unless we require different Parameters for that specific Purchase, Purchases with a specific Product or Purchases with a specific Linked Supplier, via the System.

4. If the System is unavailable, or if information you provided with respect to a Purchase Request or Purchase is incorrect, incomplete, misleading, or if you are in Default under this Finstro Agreement, then we have the right to calculate, or re-calculate as the case, the Repayments and Due Dates by using the Standard Parameters.

5. You must make all Repayments to us using one of the Repayment Methods we specify, for example, by direct debit on another account or by direct crediting.

6. Your Repayments are deemed to be made only when we credit them to your Account.

7. Repayments will be credited when they are validly received by us.

8. Repayments on your Account are allocated as determined by us from time to time in accordance with applicable law. You must make Repayments without deducting, setting off, or counterclaiming any money you think we owe you for any reason.

9. Repayments can only be made in the USA and in US dollars.

10. All amounts payable by you under the Finstro Agreement must be paid in cleared funds, without setoff or counterclaim, and free of all encumbrances or deductions, into our nominated account or as we direct on or before 5:00 pm Eastern time (or such other cut-off time advised in writing by us) on the Due Date for Repayment, or if the Due Date is not a Business Day, the immediately following Business Day.

11. We can accept late or partial payments without losing any of our rights under this Agreement. You agree not to send us partial payments marked “paid in full,” “without recourse,” or similar language. If you send such a payment, we may accept it without losing any of our rights under this Agreement. All written communications concerning disputed amounts, including any check or other payment instrument that indicates that the payment constitutes “payment in full” of the amount owed or that is tendered with other conditions or limitations or as full satisfaction of a disputed amount, must be emailed to customercare@finstro.com or delivered to us at Finstro US Inc, Suite 2100, 1660 Lincoln Street, Denver, CO 80264

5. Servicer and Account Manager

5.1 Coastal has appointed Finstro as Servicer to promote and manage the Finstro Agreement and to provide services in relation to marketing the Products to small businesses and managing the Finstro Agreement. Finstro will incur costs in the role of Servicer including but not limited to those in connection with setting up and managing Products; maintaining the System; approving, authorizing and verifying Purchases; processing Repayments; dealing with Unauthorized Transactions; maintaining the Contact Us details and Customer Centre.

5.2 The Servicer will be entitled to fees from us for the provision of those services and Finstro is also entitled to charge you, and you must pay, Account and Processing Charges as specified in the System in recognition of those costs incurred by Finstro.

5.3 Finstro will not be liable to you for any failure to provide services and your obligations remain unchanged, except to the extent that such failure arises because of the Servicer’s fraud, gross negligence, or willful default.

5.4 You appoint the Account Manager (if any) named in each Trade Account Product Terms in relation to Purchases on your Account from a Linked Supplier associated to that Account Manager.

5.5 You authorize the Account Manager to manage your Account in relation to Purchases with the Linked Supplier associated with the Account Manager, including all amounts that you agree in this Agreement to Repay in relation to those Purchases from that Linked Supplier.

5.6 Without limiting the scope of the authority in managing your Account as contemplated under clause 5.5, you agree that your appointed Account Manager may do the following without any further consent, permission, or action by you, in accordance with the terms of the Finstro Agreement:

1. Make a Purchase Request with us, which if approved by us, will involve a drawdown of funds under your Account and a direction for those funds to be paid to the Linked Supplier and credited against amounts owed by you under the Supplier Account with that Linked Supplier.

2. In relation to Purchases from the relevant Linked Supplier, make a payment to us on your Account with funds from the relevant Linked Supplier and correspondingly debit an amount equal to that Repayment, against amounts owed by you to the Linked Supplier under a Supplier Account with them; and

3. Perform any other such actions under this Finstro Agreement that you would otherwise be authorized to do in relation to Purchases from a Linked Supplier that has the effect of increasing or decreasing the amounts owed by you under this Finstro Agreement and a correspondingly equal decrease or increase in amounts owed by you under a Supplier Account with the same Linked Supplier.

4. The Account Manager (if any) will not be liable for any action they take on your Account and your obligations remain unchanged, except to the extent that such failure arises because of the Account Manager’s fraud, gross negligence or willful default.

5. The Servicer and the Account Manager may enter commercial arrangements involving, amongst other things, the application of the Account Manager’s authority granted by you and those arrangements will involve fees and charges being payable between those parties. None of the arrangements between the Servicer and the Account Manager will impact your obligations to us under this Finstro Agreement.

6. Charging your Account

6.1 You authorize us to charge your Account for any:

(a) Purchases.

(b) Fees and Charges.

(c) Taxes or other government charges.

(d) enforcement expenses incurred by us enforcing this Finstro Agreement or Other Agreements, including but not limited to costs of collection and legal expenses; and

(e) any other transactions permitted by us under this Finstro Agreement or Other Agreements, at our discretion.

6.2 We may authorize Purchases that cause your Account balance to exceed your Account Limit and/or Product Limit. If this happens, we will not charge an over-the-limit fee. If you do use your Products in a manner that results in your Account balance exceeding your Account Limit and/or Product Limit, you are liable for and must repay the excess amount according to the terms of this Agreement. You agree to promptly pay the amount of your Account balance above your Account Limit and/or Product Limit if we request you to do so. This may or may not change your Account Limit and/or Product Limit for future Purchases.

6.3 Unless otherwise specified in this Finstro Agreement, you are liable for the Total Outstanding amounts with respect to your Account.

7. Financial information

(a) If requested by us, you must provide to us:

(i). copies of your financial statements certified as true and correct by your directors or other authorized officers, and such other information as we require; and

(ii). all duly completed compliance questionnaires and responses to requests for information as we require.

(b) The information provided by you under this clause must be prepared in accordance with accepted accounting principles consistently applied and the laws of the domicile of you and each Guarantor respectively.

(c) Within 14 days of our request, you must provide to us any information we require relating to the business, assets and affairs of you and each Guarantor.

8. Your promises

8.1 Your obligation

You represent and warrant that:

1. you have made full disclosure to us of all information of which you are aware that may be material to our decision whether to approve an Account or a Product.

2. all documents given by you to us are complete, accurate and not materially misleading; and

3. any Purchases made using Products are for business purposes, and are not made primarily for personal, family, or household purposes.

Negative pledge

Where you are required to provide Security with reference to a Product, you must not create, permit, or allow any Security Interest over your property that is secured or attempt to do so without our prior written consent, which will not be unreasonably withheld. If, by law, this clause does not prevent creation of a Security Interest, such a Security Interest must not be created unless the holder of such Security Interest has, and you have, first entered a deed of priority in form and substance satisfactory to us.

8.3 Disposal of assets

You must not sell, assign, transfer or otherwise dispose of, or part with possession of, or create a Security Interest in, any of your property, other than in the ordinary course of business, without our prior written consent, which will not be unreasonably withheld.

8.4 Identification

You and any Guarantor must from time to time promptly comply with any of our requirements regarding ‘know your customer’ or similar identification procedures and produce any documents or other evidence requested by us in that regard.

9. Default

9.1 Breach of any term

If you breach any term of the Finstro Agreement or any Other Agreement, if an Event of Default occurs, or if any Security or Guarantee is terminated or is of materially reduced force and effect: we will not be obliged to approve Purchases, continue to offer Products, or provide any new financial accommodation under the Finstro Agreement; and we may rectify the breach or Event of Default by performing your obligations under the Finstro Agreement or any Other Agreement.

9.2 Monetary Events of Default

A Monetary Event of Default is an Event of Default that occurs because of your failure to make a required Repayment. Each of the following is an Event of Default:

(a) You or a Guarantor do not pay any money due to us under the Finstro Agreement or any Other Agreement by the Due Date; or

(b) You or a Guarantor do not pay any amount owed exceeding $50,000 to any person other than us by the Due Date.

9.3 Non-monetary Events of Default

A Non-Monetary Event of Default is an Event of Default that occurs even if you have met all your Repayment obligations. Each of the following is an Event of Default:

(a) an Insolvency Event occurs to you or a Guarantor.

(b) you or a Guarantor no longer have legal capacity.

(c) enforcement proceedings are taken against you or a Guarantor, or your or their assets, by another creditor.

(d) early repayment is required under any Other Agreement, or default-based action is taken against you or a Guarantor by us, in each case due to an Event of Default which is described in this clause 9.3.

(e) we reasonably believe that you or a Guarantor have not materially complied with any applicable law or any requirement of a governing body or regulatory authority, and such non-compliance has or may have a material adverse effect on any assets owned or business conducted by you or a Guarantor.

(f) it becomes unlawful for you or us to continue with the Finstro Agreement or any Other Agreement.

(g) you or a Guarantor give us information, or make a representation or warranty to us, that is materially incorrect, incomplete, or misleading (including by omission), or fail to supply us with any information we deem necessary.

(h) you use the Products for a purpose not permitted under the Finstro Agreement or any Other Agreement.

(i) you use the Products for an illegal or improper purpose, or to finance an illegal or improper activity.

(j) the assets of you or a Guarantor are dealt with, or attempted to be dealt with, in breach of the terms of the Finstro Agreement or any Other Agreement without our prior written consent (which will not be unreasonably withheld), including:

(i). any of the Secured Property becomes subject to a Security Interest without a priority agreement being in place between us and the other security holder on terms acceptable to us, acting reasonably.

(ii). any of the Secured Property becomes subject to a Security Interest without our prior written consent, which will not be unreasonably withheld; or

(iii). the amount secured by any Security Interest over the Secured Property is increased without our prior written consent, which will not be unreasonably withheld.

(k) you or a Guarantor do not provide financial information required by any agreement with us.

(l) you or a Guarantor do not maintain a license or permit necessary to conduct any business conducted by you or a Guarantor.

(m) you or a Guarantor do not maintain insurance as may be required by any agreement with us.

(n) legal or beneficial ownership, or management control, of you or a Guarantor, or your or their business, changes without our prior written consent, which will not be unreasonably withheld.

(o) without our prior written consent (which will not be unreasonably withheld), the status, capacity or composition of you or a Guarantor materially changes, including:

(i). you or a Guarantor cease to carry on your or their business or a material part of your or their business or dispose of all your or their assets.

(ii). if you or a Guarantor are an individual, you or a Guarantor are convicted of a felony.

(p) if a Product under the Finstro Agreement or Other Agreement is secured by Secured Property:

(i). is damaged or destroyed, and we consider in our reasonable opinion that the Secured Property cannot be expected to be reinstated within a reasonable time and without material loss of any material income from the Secured Property: or

(ii). is taken out of your control; or

(iii). there is a material reduction in the value of the Secured Property.

(q) you or a Guarantor breaches any material requirement under the Finstro Agreement, or any condition imposed by us under the Finstro Agreement or Other Agreements; or

(r) a Supplier is or becomes your Associate.

(s) you or a Guarantor disputes the validity or enforceability of the relevant Supplier Invoice or the assignment of the relevant Supplier Invoice.

(t) any of the things in this clause 9.3 occur to an Account Manager appointed and authorized by you under clause 5.6; or

(u) any other event agreed in writing by you to be an Event of Default for the purposes of the Finstro Agreement occurs.

9.4 Rights on Event of Default

Subject to clause 9.5, at any time after an Event of Default occurs, we may suspend or close your Account, require you to pay the Total Outstanding you owe immediately, enforce our rights with respect to any Security, or take any other action permitted by law. These rights may be exercised without prior notice unless otherwise required by applicable law. If we exercise our rights, this Agreement will continue to apply to your Account. We may in our discretion determine how and when we exercise our rights, and with or without taking possession of the Security, despite any omission, neglect, delay, and without liability for loss. Without limitation, we may do any one or more of the following:

(a) cancel or suspend the Finstro Agreement.

(b) demand and require immediate Repayment of the Total Outstanding and recover the Total Outstanding from you and/or the Guarantor(s).

(c) exercise any right, power, or privilege conferred by law, the Finstro Agreement, or any Other Agreement; and

(d) perform any one or more of your or a Guarantor’s obligations under the Finstro Agreement or any Other Agreement.

9.5 Notice of enforcement

(a) We will only act on a Non-Monetary Event of Default if the event by its nature is material, or we consider that the event has had, or is likely to have, a material impact on:

(i). the ability of you or a Guarantor to meet your or their financial obligations to us under the Finstro Agreement (or our ability to assess this).

(ii). our risk with respect to the Security or any Guarantee (or our ability to assess this); or

(iii). our legal or reputational risk where an event in clause 9.3 (e), (f), (g), (h) or (i) occurs.

(b) We will not:

(i). require you to repay the Total Outstanding.

(ii). take enforcement action against you; or

(iii). enforce any Security held to secure repayment of the Total Outstanding, unless: A. we have given you at least 30 days written notice of the Event of Default. B. if the Event of Default is curable, you have not cured that Event of Default within 30 days: and C. no Event of Default of the same type has arisen during that period.

(c) We may give less than 30 days’ notice or no notice if:

(i). the Event of Default is unable to be cured.

(ii). it is reasonable for us to do so to manage a material and immediate risk relating to the nature of the relevant Event of Default, your circumstances, or the value of the Secured Property or any Security; or

(iii). we have already given you a notice to cure a Non-Monetary Event of Default and you have not cured that Event of Default within the specified period.

9.6 Notification of Event of Default

Without limiting our rights under the Finstro Agreement in any way, you must promptly notify us if any Event of Default occurs.

9.7 Other Agreements

The Total Outstanding may be recovered by us exercising our rights under the Finstro Agreement or any Other Agreement without prejudice or reference to our rights under any other agreement.

9.8 Limitation of liability

We are not liable for any loss caused by the exercise, attempted exercise, failure to exercise, or delay in exercising any of our rights or remedies, except where such loss arises from the fraud, gross negligence or willful misconduct of us, our employees, our agents, or a Controller we have appointed. Neither we nor Finstro will be responsible for any Supplier’s failure to accept payment for Purchases using Products. Our and Finstro’s liability is limited to that determined by applicable law and will only include your actual damages.

9.9 Collection Costs

You agree to pay all costs of collection (including reasonable attorneys’ fees and expenses) if we take any action to collect on your Account after an Event of Default, and to the maximum amount permitted by applicable law, if permitted.

10. General provisions

10.1 Costs

You must pay your own costs in relation to:

(a) the negotiation, preparation, execution, performance, amendment and registration of the Finstro Agreement or any consent given or made in connection with the Finstro Agreement or Other Agreement; and

(b) performing any action in complying with any liability arising under the Finstro Agreement or any document executed or effected under the Finstro Agreement, or any Other Agreement.

10.2 Damages

You agree to fully indemnify and hold us, Finstro, and any agents or employees thereof, harmless from and against any expense, loss, loss of profit, damage, or liability which we may incur because of an Event of Default occurring, except where such loss arises from the fraud, gross negligence or willful misconduct by us, our employees, our agents, or a Controller we have appointed.

10.3 Assignment

(a) We may assign our rights and obligations under the Finstro Agreement, any Other Agreement, or any Security to any third party, including affiliated parties, at any time without your consent. You agree to execute any documents which in our opinion are necessary for those purposes. You acknowledge and agree that where you are required to grant to a Supplier a Security Interest in goods Purchased, such Supplier may transfer or assign its rights under such Security Interest to us or Finstro.

(b) You must not assign or transfer any of your or any Guarantor’s rights or obligations under the Finstro Agreement, any Other Agreement, or any Security without our prior written consent.

(c) We may disclose to a potential assignee or any other person information about you, any Guarantor, the Finstro Agreement, any Other Agreement, or any Security, that we deem necessary to provide for continuation of the services provided under, in accordance with applicable law and subject to the terms of the Finstro Agreement.

10.4 Interest on judgment

If a liability under the Finstro Agreement becomes merged in a judgment or order, you as an independent obligation must pay interest to us on the amount of that liability from the date it becomes payable until it is paid, both before and after the judgment or order, despite the bankruptcy or insolvency of you, at a rate being the higher of the rate payable under the judgment, order, bankruptcy or insolvency and any rate set out in the Fees and Charges.

10.5 Set off

We can retain any money we owe you and set it off against the amounts you owe us.

10.6 Perfect our rights and our Security

You agree to take any actions necessary to further or more effectively secure to us your obligations under the Finstro Agreement, including to assist us to collect the Repayments or to perfect the Security.

10.7 Notices

Any notice may be served by delivery in person, by post, or electronically to the address or number of the recipient most recently notified by you to us, or electronically through the System. We will send all written notices and statements to your address and/or email address (if applicable to your Account) as it appears on our records. To avoid delays and missed payments that could affect your credit standing, you agree to advise us promptly if you change your mailing address, email address, place of employment, and/or telephone number(s).

You authorize us, Finstro, and any agents or employees thereof to contact you at any telephone numbers you provide on your credit application or that you provide to us, thereafter, including a ported landline, cellular phone, mobile phone or similar device, regarding payments due, Account activity, Account information or for other purposes we deem necessary, in accordance with applicable law. You authorize those contacts to be made using an automated telephone dialing system and/or prerecorded messages and/or text messages. You may revoke your consent to being contacted on your mobile phone using an automated telephone dialing system and/or prerecorded messages and/or text messages at any time by calling or writing to Finstro using the Finstro Contact Details.

You authorize us, Finstro, and any agents or employees thereof to send email to the addresses you provide us with on your credit application or otherwise. You may be charged by your wireless provider for data, phone usage or minutes. You authorize us, Finstro, and any agents or employees thereof to leave a message with a person or on a voice mail, answering machine or answering service that answers the number(s) you have provided to us. You also authorize us, Finstro, and any agents or employees thereof to send U.S. postal mail to the addresses you provide to us on your credit application or otherwise.

You also confirm that by providing the mobile phone number and/or email address of any authorized user of the Account (“Authorized User(s)”), you have received consent from the Authorized User(s) to provide this contact information to us, and that the Authorized User(s) have expressly consented to receive calls and/or text messages from us or any of our agents to the number(s) provided, including through an automated telephone dialing system and/or prerecorded messages and/or text messages, about authorized Card transactions, and you agree to indemnify us, Finstro, and any agents or employees thereof from any and all losses, damages and penalties arising out of claims or actions that such Authorized User did not consent. We can also contact other persons you have listed on your credit application or persons you have designated as Authorized Users, to find out information about you and how to contact you in the event we are unsuccessful in contacting you as described above.

10.8 Governing law

The Finstro Agreement is governed by and construed under the laws of the State of Colorado and you and each Guarantor each agree to submit to the nonexclusive jurisdiction of the courts of that place.

10.9 Waivers

Any failure by a party to exercise any right under the Finstro Agreement does not operate as a waiver. The single or partial exercise of any right by that party does not preclude any other or further exercise of that or any other right by that party.

10.10 Remedies

The rights of a party under the Finstro Agreement are cumulative and not exclusive of any rights provided by law.

10.11 Severability

Any clause of the Finstro Agreement which is invalid in any jurisdiction is invalid in that jurisdiction to that extent, without invalidating or affecting the remaining clauses of the relevant Finstro Agreement or the validity of that clause in any other jurisdiction.

10.12 Counterparts

The Finstro Agreement may be executed in any number of counterparts, all of which taken together are deemed to constitute the same document.

10.13 Party acting as trustee

(a) If you enter the Finstro Agreement as trustee of a trust, you, and your successors as trustee of the trust will be liable under the Finstro Agreement in your own right and as trustee of the trust. Nothing releases you from any liability in your personal capacity. You warrant that at the Commencement Date:

(i). all the powers and discretions conferred by the deed establishing the trust are capable of being validly exercised by you as trustee and have not been varied or revoked, and the trust is a valid and subsisting trust.

(ii). you are the sole trustee of the trust and are duly authorized under the terms of the deed establishing the trust to enter and be bound by the Finstro Agreement on behalf of the trust, and that the Finstro Agreement is being executed and entered as part of the due and proper administration of the trust and for the benefit of the beneficiaries of the trust; and

(iii). no restriction on your right of indemnity out of or lien over the trust’s assets exists, or will be created or permitted to exist, and that right will have priority over the rights of the beneficiaries to the trust’s assets.

10.14 Amendment of this Agreement

We may amend this Agreement from time to time, in any respect, and give you written notice if required by law. An amendment may change one or more terms in this Agreement or in the Product Terms or Particulars (for example, the rate of interest on any or all Product types), add new terms, or remove terms. Amendments will apply to the Total Outstanding and new Purchases, except as otherwise indicated in any written notice or as otherwise provided by applicable law. This Agreement, except when amended in accordance with this Agreement, is the final expression of the Agreement between us and may not be contradicted by evidence of any alleged oral agreement.

10.15 Credit Reports and Information

You authorize us, Finstro, and any agents or employees thereof to make or have made any credit, employment and investigative inquiries, including obtaining credit reports on you from credit reporting agencies and/or other third party sources, as we deem appropriate in connection with your application for or the extension of credit on the Account, or the update, renewal or review of the Account, the collection of amounts owing on the Account, and/or other related purposes, in accordance with applicable law. Upon your request, we will inform you whether a credit report was requested, and if one was requested, of the name and address of the credit reporting agency that furnished the report. You agree that we may furnish information concerning your Account or credit file to credit reporting agencies and others who may properly receive that information, in accordance with applicable law. Late payments, missed payments, or other defaults on your Account may be submitted to a credit reporting agency and reflected in your credit report. If you believe that we have information about you that is inaccurate or that we have reported or may report to a credit reporting agency information about you that is inaccurate, please notify us of the specific information that you believe is inaccurate by writing to Finstro using the Finstro Contact Details.

11. Definitions and interpretation

11.1 Definitions

Unless the context requires otherwise, terms in the Finstro Agreement, including Part A – Terms and Conditions; Part B – the Particulars; Part C – Trade Account Terms; Part D – Business Card Terms; Part E- Guarantee; Part F – Security Agreements; and Part G – Direct Debit Authority Agreement, are defined as follows or elsewhere in those documents.

Account means an account we establish for you under the Finstro Agreement to record Purchases and other activities in accordance with the Finstro Agreement.

Account Limit means an amount, determined by us, and communicated through the System as set forth in the Parameters, that is the maximum total amount you may draw under your Account (except as may be expressly authorized by us).

Account & Processing Charges means those amounts payable by you to Finstro in relation to such matters as credit search, identification, arrears management costs and direct debit processing charges, as set out in the System.

Application Process means that process which we or Finstro make available to you to apply for a Finstro Agreement via the System, or another means approved by us.

Arrears Rate means the rate set out in the Fees and Charges.

Associate means:

(a) in relation to a corporation, any affiliated entity, any director, any shareholder, any other corporation which has one or more directors or shareholders in common, any person with whom the corporation is acting, or proposes to act, in concert and any person with whom the corporation is, or proposes to become, associated in any other way (whether formally or informally); and

(b) in relation to a natural person, their spouse, any relative of the person or the person’s spouse, any other person with whom the corporation is acting, or proposes to act, in concert, or any corporation in respect of which the person is an Associate by virtue of paragraph (a).

Balance Transfer means the drawdown of funds under a Product and the direction by you of those drawn funds to be paid, by your direction to us, to a Linked Supplier and credited by that Linked Supplier against amounts owing by you to them under a Supplier Account

Business Card means any card provided to you by us pursuant to this Finstro Agreement the Product Terms of which are in Part D of this Finstro Agreement.

Business Day means any day excluding Saturday, Sunday, public holidays, bank holidays and any other days on which we are not open for ordinary business.

Calculations means the formulas used to calculate financial terms applying to a Product such as the Purchase Amount, Repayments, interest, and Fees and Charges. The Calculations may be amended by us from time to time giving you not less than 30 days’ prior written notice.

Commencement Date means the earlier of the date on which you accept the Particulars, or you request your first Purchase using a Product via the System.

Contact Us means those details regarding how to contact Finstro as described on the Finstro website.

Controller means an administrator, receiver, receiver and manager, trustee, provisional liquidator, liquidator or any other person (however described) holding or appointed to an analogous office or acting or purporting to act in an analogous capacity, whether pursuant to any statute, the order or authority of any court or other Government Agency, a Security Interest, or otherwise.

Customer Centre means the customer support services provided to you and managed and operated by Finstro.

Direct Debit Authority means the authority in form and content approved and held by us or our service provider to debit thenominated financial institution account for any money owed by you to us.

Due Date means the date, as communicated to you via the System, by which all Repayments for amounts payable by you under the Finstro Agreement must be paid. The Due Date will be on the same day each month. We may change the Due Date at our option and will notify you via the System if we do so.

Extension Period means that time period following the end of a Billing Cycle approved by us in the Product Terms during which you may make Repayments on your Account based on Installments determined using the Calculations (as described in the Parameters and displayed through the System).

Event of Default means any of the events described in clauses 9.2 and 9.3;

Fees and Charges means all interest, fees and charges included within the Parameters.

Finstro Agreement means This Finstro Trade Facility Agreement must be read together with and incorporates Part A – Terms and Conditions; Part B – the Particulars; Part C – Trade Account Terms; Part D – Business Card Terms; Part E- Guarantee; Part F – Security Agreements; and Part G – Direct Debit Authority Agreement. These documents together form the agreement between us.

Finstro Partner means a party that Finstro has an agreement within relation to the branding, co-branding and/or other promotional activities associated with introducing Products to small businesses.

Finstro Terms means the terms and conditions included in Part A of the Finstro Agreement.

Finstro Website means the site location at www.finstro.com unless we or Finstro advise you of another location.

General Security Agreement means the general security agreement set out in Part F – Security Agreements.

Guarantor means, jointly and severally, each person specified in the Particulars and/or Product Terms, who at any time guarantees (Guarantee) your obligations under the Finstro Agreement, the terms, and conditions of which are contained in Part E – Guarantee.

Guarantee Threshold means the amount referred to as such in the Particulars and/or Product Terms.

Insolvency Event means the happening of any of the following events:

1. you are unable to pay your debts as and when they become due or are unable to certify that you can pay your debts as and when they become due.

2. you or the Guarantor become the subject of bankruptcy, reorganization, or insolvency proceedings, or proceedings for the dissolution or “winding-up” of the entity.

3. you or the Guarantor is, or is deemed or presumed by law, or a court, to be insolvent.

4. unless approved by us, a person commences any case, proceeding or other action seeking reorganization, arrangement, adjustment, liquidation, dissolution or composition of it or its debts under any law relating to bankruptcy, insolvency, reorganization, or relief of debtors, or seeks appointment of a receiver, trustee, custodian, or other similar official for it or for all or any substantial part of its

5. a Controller is appointed to or over, or takes possession of, all or a substantial part of the assets or undertaking of you or the Guarantor.

6. you or the Guarantor take any step to obtain protection, or are granted protection, from that person’s creditors, under any applicable legislation, or an administrator is appointed to such person; or (g) anything analogous or having a similar effect to any of the events specified above happens with respect to you or the Guarantor under the law of any applicable jurisdiction.

Linked Supplier means a Supplier (if any) linked to Product and from whom Purchases can only be placed on the Account using the Product linked to that Supplier.

Other Agreement means those agreements contained in Parts E through G of this Finstro Agreement and include Direct Debit Authority Agreement; Guarantee Terms; and Security Agreements.

Parameters means those variables used by us in the Calculations and Standard Parameters shall mean those which are contained in Exhibit B.

Product means any business-purpose financing product made available to you under the Finstro Agreement, including but not limited to a Trade Account and a Business Card.

Product Limit means the maximum amount you may draw under a Product as specified in the Product Terms (but subject to our approval for each Purchase).

Product Terms means the terms and conditions that apply to a specific Product which form part of the Finstro Agreement.

Purchase means each draw down of funds under the Finstro Agreement via the System to fund business related purchases of goods and services from Suppliers.

Purchase Amount means the amount funded and paid in relation to each Purchase.

Purchase Request means a request for a Purchase by you to us using the System.

Repayment means a scheduled or other amount payable by you, determined by us in accordance with the Calculations and set out in the System.

Repayment Method means the method(s) of payment that we accept as specified in the Particulars and/or Product Terms.

Secured Property means the property (if any) specified as ‘security’ in the Particulars and includes any part of that property, and for the avoidance of doubt includes any Charged Property as defined in the Other Agreements.

Security means the security specified in the Particulars and any other security held by us or our assigns from time to time to secure your performance of the Finstro Agreement the terms and conditions of which are contained in Part F – Security Agreements.

Security Interest includes any pledge, lien or charge, security interest or any security or preferential interest or arrangement of any kind or any other right of, or arrangement with, any creditor to have its claims satisfied in priority to other creditors with, or from the proceeds of, any asset.

Security Threshold means the amount referred to as such in the Particulars and/or Product Terms.

Servicer means the person specified in the Particulars.

Settlement Date means in respect of each Purchase, the date on which we provide you with the funding for that Purchase Amount.

Special Conditions means those conditions named as such and specified in the Particulars and/or Product Terms.

Supplier means a supplier of goods or services approved by us and who has agreed you can make Purchases using Productsunder this Finstro Agreement.

Supplier Account means an amount that you owe to a Linked Supplier under the Terms and Trade with that Supplier.

Supplier Invoice means an invoice issued to you by a Supplier.

System means one or more of the following:

1. the Finstro iOS and Android App made available by us to you.

2. web based system made available by us to you; and

3. any process or system approved in writing by the Servicer under which you or the Account Manager can use your Trade Account to make Purchases from a Linked Supplier.

Tax Invoice means a tax invoice issued to you in relation to a Purchase.

Terms of Trade means those terms under which a Supplier agrees to sell you goods and services.

Total Outstanding means all money and other liabilities of you to us under or in relation to the Finstro Agreement and in any capacity, irrespective of whether the debts or liabilities are present or future actual, prospective, contingent, or otherwise.

Trade Account means a Product offered under the Finstro Agreement in the form of Part C, which will be offered and accepted via the System.

Unauthorized Purchases means a Purchase not approved by us.

Variation Request means a request by you in writing for us to vary and amend any term or condition of the Finstro Agreement and which we may approve or decline at our absolute discretion.

11.2 Interpretation

In this Finstro Agreement, unless the context requires otherwise:

(a) clause and subclause headings are for reference purposes only.

(b) the singular includes the plural and vice versa.

(c) words denoting any gender include all genders.

(d) a reference to a person includes any other entity recognized by law and vice versa.

(e) where a word or phrase is defined, its other grammatical forms have a corresponding meaning.

(f) a reference to a party to this document includes its successors and permitted assigns.

(g) a reference to any document includes that document as amended, varied, supplemented, or amended and restated at any time.

(h) an agreement, representation, or warranty by two or more persons binds them jointly and severally and is for the benefit of them jointly and severally; and/or

(i) when a thing is required to be done or money is required to be paid under the Finstro Agreement on a day which is not a Business Day, the thing must be done, and the money paid on the immediately following Business Day.

Part B: PARTICULARS

Part C: TRADE ACCOUNT TERMS PRODUCT TERMS

Part D: FINSTRO BUSINESS CARD PRODUCT TERMS

PART A: TERMS AND CONDITIONS

1. Terms and Conditions

   1. These Product Terms form part of the Finstro Agreement between us and you (you, your, user or cardholder) and relate to your use of the Finstro Business Card Product (the Business Card). It is important that you read this document carefully and understand your rights and obligations.

   2. You acknowledge that you have entered the Finstro Agreement with us, which is an open-ended commercial credit contract. The Business Card can be used to make Purchases on your Account subject to your Product Limit, anywhere Visa is accepted for electronic Purchases.

   3. The Business Card is issued by Coastal Community Bank (“CCB”) and distributed by Finstro.

   4. Funds made available for Purchases using the Business Card are administered in accordance with, and subject to the discretion of, the arrangements between CCB (Coastal Community Bank) and Finstro and applicable law.

   5. Finstro reserves the right to change these Product Terms at any time. Subject to the limitations of applicable law, we may, at any time, change or remove any of the terms and conditions of, or add new terms or conditions to, this Agreement. We will provide written notice of such a change to you then in the manner required by applicable law, and you hereby consent to receipt of such notice electronically where electronic notice is permitted by applicable law. As of the effective date, the changed or new terms will apply to Purchases and to the Total Outstanding on your Account, subject to the limitations of applicable law.
      
      

2. Acceptance of these terms

   1. You signify your acceptance of these Product Terms by acknowledging you have read and accepted them via the System, or by using the Business Card to make a Purchase. Acceptance of the Product Terms may be part of the Business Card activation process that must be completed prior to using your Business Card.
      
      

3. Activation

   1. To activate your Business Card, please use the System and enter the 16-digit Card Number and CVV at which time you will be asked to read and accept these Product Terms, after which you will be prompted to set your PIN.

   2. Once activated, the funds available for Purchases with the Business Card, up to the applicable Product Limit, will be available immediately.

   3. The Business Card must be activated prior to use and at least one (1) week prior to its Expiry Date.
      
      

4. Expiry and cancellation

   1. The Business Card expires [three] years after the “valid from” date identified on the Business Card (the Expiry Date).

   2. After the Expiry Date, the Business Card:

      a.) will be unable to access the Account and Product Limit; and

      b.) will be declined when presented for use.
      
      

5. PIN and Pass Codes

   1. To make Purchases with your Business Card you may need a PIN. When activating your Business Card via the System, you will be prompted to choose your own PIN. You can change your PIN via the System at any time.A Pass Code may be provided to your registered Device to complete a transaction – this is often referred to as Two Factor Authentication. Where you are provided a Pass Code in these circumstances, you should keep the Pass Code confidential and not disclose that Pass Code to any other person.
      
      

6. Where you can use your Business Card

   1. The Business Card is a credit card that can be used for Purchasing goods and services for business purposes anywhere Visa cards are accepted for electronic transactions (excluding transactions at automated teller machines (“ATM”) or over the counter at financial institutions, or at Suppliers that choose not to accept the Business Card in their discretion).

   2. When you access your Account and the Product Limit through use of the Business Card, there may be interest payable by you as determined by us under the Finstro Agreement and specified herein.

   3. The Business Card is only available to businesses for business, commercial or agricultural use. The Business Card must not be used for personal, household, or other consumer expenses at any time. The Business Card may not be used for, and authorization may be declined for, any illegal transactions or for any Purchases not approved by us or by Finstro.

   4. Some Suppliers may choose not to accept the Business Card at their discretion.

   5. If you have a problem with a Purchase, you must contact the Supplier and not Finstro or us. The Supplier’s own policies in respect of refunds or returns will apply.

   6. The Business Card cannot be used to obtain or redeem cash, for making direct debits, recurring or regular instalment payments, or to withdraw cash via an ATM. The Business Card is not a deposit account held with Finstro or us.

   7. We may, at our sole discretion, authorize Business Card Purchases that cause your Account balance to exceed your Account Limit and/or Product Limit. For such Purchases, you must pay the difference between the Purchase Amount and the Account Limit or Product Limit by another method, subject to the approval of the Supplier. In the event the Available Balance is less than the Purchase Amount, some Suppliers may not allow the cardholder to combine multiple payment types (such as cash, check, or another payment card) to complete the Purchase. If you do use your Business Card in a manner that results in your Account balance exceeding your Account Limit and/or Product Limit, you are liable for and must repay the excess amount according to the terms of the Finstro Agreement.

   8. Finstro may restrict or stop the use of the Business Card if excessive use, attempts to use or other suspicious activities are noticed or are otherwise prohibited Purchases under the Finstro Agreement.

   9. If you permit someone else to use the Business Card, you will be responsible for any Purchases initiated by that person.

   10. Neither Finstro nor Coastal are in any way liable if the Business Card is declined unless because of an unlawful deliberate act or omission by Finstro or Coastal.
       
       

7. Your transaction history and balance

   1. You are responsible for reviewing your Purchase history and monitoring your Total Outstanding, which you can do at any time via the System by entering your Card Number and your PIN.

   2. We will send you an Account statement for each Billing Cycle at the end of which your Account has a debit balance of $5 or more, or on which a finance charge has been imposed, or as otherwise required by applicable law. We will send you an Account statement for each Billing Cycle at the end of which your Account has a credit balance of $1 or more, or on which a finance charge has been imposed, or as otherwise required by applicable law. If your Account has a credit balance of $1 or more, you may request a credit balance refund by contacting Finstro using the Finstro Contact Details. If we do not receive a credit balance refund request from you, we will issue a credit balance refund to you after four Billing Cycles during which your Account has a credit balance of $1 or more.

   3. If you think there is an error on your Account, or if you need more information about a transaction on your Account, you can notify us by: (1) writing to Finstro using the Finstro Contact Details; or, (2) sending us your details and the required information through the System.

      a.) In your notice, you must provide the following information: (i) Account Information: Your name and Account number; (ii) Dollar amount: The dollar amount of the suspected error, and any other information regarding the charge that may help us identify it, such as the Supplier or date; (iii) Description of problem: If you think there is an error on your Account, describe what you believe is wrong and why you believe it is a mistake.

      b.) If you need more information, describe the item you are not sure about. You must contact us: (i) Within 60 days after the error appeared on your Account; and (ii) at least 3 business days before a Direct Debit payment is scheduled, if you want to stop payment on the amount you think is wrong.

      c.) Your notice regarding any potential errors on your Account must be in writing (including electronic written notice) and must be submitted to us by using one of the two contact methods described above. You may call us instead, but if you do, we are not required to investigate any potential errors and you may have to pay the amount in question.
      
      

8. Security

   1. You must make sure that you keep the Business Card, Identifiers and any PIN’s or Pass Codes safe and secure. The precautions we require you to take (Security Requirements) are set out in 2 below.

   2. You must not:

      a.) allow anyone else to use the Business Card.

      b.) unnecessarily disclose the Card Number.

      c.) carry the PIN, the Device Pass Code with the Device, or record the PIN or Device Pass Code on anything carried with the Business Card or liable to loss or theft simultaneously with a Device, unless you make a reasonable attempt to protect the security of the PIN or Device Pass Code.

      d.) voluntarily disclose the PIN, Device Pass Code or Pass Code to anyone, including a family member or friend.

      e.) When using your Device, you should:

           i.) always lock your Device and never leave your Device unattended.

          ii.) assign a Device Pass Code to unlock your Device.

          iii.) not share your Device Pass Code to anyone.

          iv.) not store anyone else’s Biometric Identifier within your Device; and

          v.) remove any other registered Biometric Identifier which is not your own from your Device.
      
      

9. Lost, stolen or damaged Business Card

   1. If you know or have reason to suspect that your Business Card or Device is lost, stolen or damaged, likely to be misused or you have reason to suspect that someone else may know the PIN, Identifiers or Pass Codes you must immediately lock the Business Card via the System so that the Business Card can be disabled and inform us of the Business Card’s loss. If you notice the loss or theft of your Business Card or a possible unauthorized use of your Business Card, you should call or write to us immediately [using the Finstro Contact Details].

   2. You may be required to confirm details of the loss, theft, or misuse in writing (and to provide information in confirmation) and you must comply with that requirement.

   3. We will not reimburse you for any Purchases conducted by an unauthorized person prior to you informing us of the Business Card’s loss. You will be liable for losses resulting from Unauthorized Purchases where we can provide evidence that you or the User or holder of the Business Card concerned have contributed to the loss or losses through unreasonably delaying notification of the misuse, loss or theft of the Business Card, or that liability in this case is limited to losses occurring between the time that you became aware of the Unauthorized Transaction, or should reasonably have become aware in the case of lost or stolen Business Card.

   4. You will not be liable for any loss or damage more than the Available Balance of the Business Card unless you are separately liable under the Finstro Agreement.

   5. In some circumstances, you may be able to request a chargeback of a transaction when you have a dispute with a Supplier, such as the Supplier’s failure to supply the goods or services you paid for.

      a.) A chargeback occurs when a transaction is effectively reversed by ACH debiting an amount to the Supplier’s financial institution and crediting back to your Available Balance. We can only process chargebacks where permitted by applicable law.

      b.) If you believe that you are entitled to a chargeback, you must notify Finstro as soon as possible.

      c.) If you request a chargeback, we may need you to provide additional information. If we do ask you for additional information and you do not provide it within 10 days, then you may lose any rights to the chargeback and if it has already been processed, we may reverse it.

      d.) Please note that if we process a chargeback, the Supplier may have rights under applicable law to have the transaction investigated further, and this can in some circumstances result in the chargeback being reversed (which means the original transaction might be reinstated by being debited to your Available Balance).

   6. If you believe that you have been the victim of identity theft and that there is a transaction(s) or application(s) you believe is a result of that identify theft, please email us at: customercare@finstro.com or write to us at Finstro US Inc, Suite 2100, 1660 Lincoln Street, Denver, CO 80264. All submissions regarding an unauthorized transaction(s) or application(s) due to identity theft must be sent to the foregoing address. If you contact us by phone regarding transactions resulting from identity theft, we will require you to make a written submission. In your written submission, please include:

      a.) your name,

      b.) your account number,

      c.) if known, the date of the transaction(s) or application(s),

      d.) if known, any other identifying information that you believe may assist us in identifying the transaction(s) or application(s) that were the result of a stolen identity, and

      e.) any federal, state, or local law enforcement agency or officer you would like results of the investigation to be sent.

      Once we receive the request we will respond within the next 30 days, pending any verification of identity, with any information in our control regarding the application(s) or transaction(s) that were the result of identity theft to you and anyone else requested in your submission.

      We may require that you verify your identity before investigating your claim. If we determine that identity verification is necessary, we will request from you a copy of a government issued identification or other documentation that will allow us to verify your identity. Additionally, we may require that you submit a copy of a police report you filed evidencing the claim of identity theft, and either the Federal Trade Commission Identity Theft Report, available at the FTC’s website, or an affidavit which is substantially similar to the Federal Trade Commission Identity Theft Report.
      
      

10. Liability

    1. You are responsible for all fees, fines, penalties, and other liability incurred by Coastal or Finstro because of or arising from your breach of these Terms and Conditions or your use of the Business Card. You agree to reimburse and indemnify Finstro for such liability and authorize Finstro to deduct all fees, fines, penalties, or other liability from the Available Balance on your Business Card. If you do not have sufficient funds on your Business Card Available Balance, you acknowledge that Finstro may engage in collection efforts (either through itself or a collection agency) to recover such amounts from you and you will be liable for all such costs associated with this on a full indemnity basis (including legal fees on a full indemnity basis).

    2. To the extent permitted by law, we will not be liable to you for any loss or damage (whether direct or consequential), nor be in default under these Terms and Conditions for failure to observe or perform any of our obligations under these Terms and Conditions for any reason or cause. We accept no liability for any failure to authorize a Purchase transaction (even if your Available Balance exceeds the Purchase Amount at the time of the authorization request) if this results from the application of prudent risk management controls or if the terminal or System was not working properly.

    3. Our liability for breach of a condition or warranty implied by law and which cannot be excluded, is limited to either the resupply of the services or the payment of the cost of having the services supplied again.
       
       

11. Fees

    1. There is no charge to check your Available Balance at any time via the System.

    2. The cost to replace any lost, stolen, or damaged Business Card (whether physical or virtual) is [$15.00] per Business Card.

    3. Purchases made in a currency other than US dollars will be subject to the prevailing Business Card exchange rate at the time plus a [2.99%] foreign exchange fee.

    4. Other Fees and Charges applicable to your Business Card are specified in the Parameters provided in the Finstro Agreement.
       
       

12. Privacy and confidentiality

    1. We do not disclose personal details except for the purpose of managing and processing the Business Card as required by law. Information may be disclosed to contractors or third-party service providers who supply administrative, telecommunications, processing, or other services in connection with the Business Card in accordance with applicable law. Those contractors or third-party service providers may be based outside of the United States, and you consent and agree that information may be disclosed to those parties for the purpose of managing and processing your Business Card.

    2. Our Privacy Policy sets out how you can access and correct information we hold about you, how you can complain about a breach by us of your privacy rights and how your complaint will be handled.

    3. Our Privacy Policy can be accessed from the System.
       
       

13. Currency

    1. All amounts referred to in these Terms and Conditions are a reference to US Dollars (USD) unless otherwise provided for.
       
       

14. Governing Law

    1. These Terms and Conditions are governed by the laws of the State of Colorado.
       
       

15. Definitions

Unless the context requires otherwise, terms in these Finstro Business Card Product Terms are defined as follows or elsewhere in the Finstro Agreement:

Activate means the process of activating the Business Card in accordance with clause 4.

Available Balance means the monetary value recorded by Finstro within your Finstro Agreement which is available for Purchases.

Biometric Identifier means a fingerprint, faceprint or any other similar biometric identifier.

Business Card means: the Business Card issued to a User from time to time, being a physical card or tokenized card.

Card Number means the 16-digit number that appears on the front of the Business Card.

CVV means the card verification value. The CVV is the 3-digit number on the rear of the Business Card and is often required to complete Purchases, particularly for online purchases.

Device means a compatible smartphone or wearable device that supports a Device Wallet, enabling you to use the Device as a payment method for purchase Purchases.

Device Pass Code means anything used to unlock and access a Device including, but not limited to, a password, numerical code, pattern, or Biometric Identifier.

Device Wallet means the Apple Pay, Google Pay or Samsung Pay mobile applications that store the Business Card as a tokenized card on a compatible phone or wearable Device.

Expiry Date has the meaning provided to that term in clause 5.

Finstro Agreement means the Finstro Trade Facility Agreement which must be read together with and incorporates Part A – Terms and Conditions; Part B – the Particulars; Part C – Trade Account Terms; Part D – Business Card Terms; Part E- Guarantee; Part F – Security Agreements; and Part G – Direct Debit Authority Agreement.  These documents together form the agreement between us and you.

System means one or more of the following:

a.) the Finstro iOS and Android App made available by us to you.

b.) web based system made available by us to you; and

c.) any process or system approved in writing by the Servicer under which you or the Account Manager can use your Trade Account to make Purchases from a Linked Supplier.

Identifier means information that you know but are not required to keep secret and which you must provide to perform a transaction (for example, a Card number).

Supplier means any business entity that is authorized to accept the Business Card for the payment of goods and services.

Pass Code means a password or code that you must keep secret that is used to authenticate your identity or a transaction. Examples include a code delivered to you by text or email which is required to perform a transaction (often called Two Factor Authentication).

PIN is your 4-digit number combination known only to you that allows you to access your account information and verify and authorize payments on the Business Card.

Privacy Policy means our current privacy policy available as available on the Finstro Website, as updated and replaced from time to time.

Unauthorized Purchase means a transaction not authorized or not authorized by you but does not include any Purchases carried out by you or by anyone performing the transaction with your express or implied knowledge or consent.

User means the person to whom the Business Card is given to use as payment mechanism.

EXHIBIT A: STANDARD PARAMETERS

The details below shall apply to the Calculations used for all Purchase Amounts and Repayments unless we communicate different parameters in the System or the applicable Product Terms.

We may add to, subtract from, or change some or all these Parameters in accordance with the Finstro Agreement.

We have the right to apply the Standard Parameters following an Event of Default even if that means we need to recalculate the Repayments you need to make for a Purchase.

EXHIBIT B: CALCULATIONS

Example Transaction at Non-Partner Merchant

  Example Transaction at Partner Merchant

Part E- Guarantee

Guarantors – Make sure that you understand your obligations as a Guarantor before giving the guarantee. By giving a guarantee, you are obliged to pay money if the Borrower does not. You should consider obtaining legal or financial advice (or both) before entering the guarantee. You are not obliged to enter a guarantee and there are financial risks involved. You may request information about the Products from Coastal or by contacting Finstro via the Finstro Contact Details.

1. Each Guarantor guarantees to us due and punctual performance by Borrower of Borrower’s obligations under the Finstro Agreement and indemnifies us against all loss, damage, costs, and expenses suffered or incurred by us because of any breach by Borrower of any of the terms of the Finstro Agreement, except where such loss arises from fraud, gross negligence or willful misconduct by us, our employees, our agents, or a Controller we have appointed.

2. This guarantee and indemnity is a continuing guarantee and indemnity (it being the intent of each Guarantor that the guarantee and indemnity will be absolute and unconditional in all circumstances) and is irrevocable in accordance with applicable law.

3. This guarantee and indemnity will not be considered as wholly or partially discharged by the payment at any time of any money on account or by any time, credit, accommodation, or concession extended by us to Borrower, any Guarantor, or any other person.

4. This guarantee and indemnity is a principal obligation and will not be treated as ancillary or collateral to any other obligation such that this guarantee and indemnity is enforceable even if any other obligation arising between us and Borrower or any other person becomes in whole or part unenforceable for any reason.

5. This guarantee and indemnity is in addition to and not in substitution for any other rights which we may have.

6. Each Guarantor acknowledges that it has made and will continue to make without reliance on us its own independent investigation of the financial condition and affairs of Borrower and assessment of Borrower’s credit worthiness. We have no duty or responsibility at any time to provide any Guarantor with any information relating to the financial condition and other affairs of Borrower or any other person.

7. We may release or compromise the obligations of any one or more Guarantors without affecting the liability of the remaining Guarantors.

8. Each Guarantor must provide the Security (if any) stated to be provided by the Guarantor in the Agreement Particulars or Other Agreement to secure performance of this guarantee and indemnity.

9. This Guarantee shall be governed by and construed in accordance with the laws of the State of Colorado.

Part F – Security Agreements

1. Security Interest – Any Secured Property

   1. Application of this clause

      This clause applies to the extent that Borrower or any Guarantor agrees to provide any Security Interest as specified in the Agreement Particulars. Terms used in this section that are not otherwise defined shall have the meanings set forth in the Finstro Agreement or Other Agreements.

   2. Security Interest

      Borrower and each Guarantor hereby convey, assign, pledge, and grant a security interest over all the Secured Property to us and any of our assigns (collectively, the “Secured Party”):

      1. for payment of all money due to us, including the Total Outstanding; and

      2. to secure performance of the obligations imposed under the Finstro Agreement and/or Other Agreement.
         
         

   3. Secured Property

      1. Borrower and each Guarantor agree to take any actions required of Borrower or any Guarantor to effect, more effectively secure, confirm, and/or register any Security Interest with respect to any Secured Property, including signing any requested documents relating to such Security Interest and Secured Property.

      2. Borrower and each Guarantor warrants that they own the legal title to, or will own legal title to, the Secured Property until Borrower satisfies all obligations imposed on Borrower under the Finstro Agreement and Other Agreements. Borrower and each Guarantor warrants that there is no, and will be no other, Security Interest granted over the Secured Property.

      3. Borrower and any Guarantor shall, on request by the Secured Party with reasonable notice, allow or arrange for the Secured Party or its authorized agents or employees to inspect any information and records you hold relating to the Secured Property.

      4. Borrower and any Guarantor acknowledges and agrees that any Secured Interest in Secured Property that is granted to a Supplier with respect to Purchases may be freely assigned by such Supplier or its affiliates to us, Finstro, or their affiliates, including any rights available to such secured party upon an Event of Default.
         
         

   4. Events of Default.

      For purposes of this clause, the occurrence of any of the following events (each an “Event of Default”) shall constitute an Event of Default under this Agreement:

      1. Borrower or any Guarantor shall default in its performance of any obligation or covenant under the Finstro Agreement or Other Agreements.

      2. Borrower or any Guarantor fails to pay by the applicable Due Date any sum payable under the terms of the Finstro Agreement or Other Agreements and fails to cure such non-payment within thirty (30) days after such sum has become due and payable.

      3. Borrower or any Guarantor files any petition or action for relief under any bankruptcy, reorganization, insolvency or moratorium law or any other law for the relief of, or relating to, debtors, now or hereafter in effect, or makes any assignment for the benefit of creditors or takes any corporate action in furtherance of any of the foregoing; or

      4. An involuntary petition is filed against Borrower or any Guarantor under any bankruptcy statute now or hereafter in effect, unless such petition is dismissed or discharged within sixty (60) days thereafter, or a custodian, receiver, trustee, assignee for the benefit of creditors (or other similar official) is appointed to take possession, custody, or control of any property of Borrower or any Guarantor.
         
         

   5. Remedies:

      Upon the occurrence of any Event of Default, the Secured Party may, at its option, and without further notice to or demand on Borrower or any Guarantor, and in addition to all rights and remedies available to the Secured Party under the Finstro Agreement or Other Agreements or under law, do any one or more of the following:

      1. reclaim, foreclose, or otherwise effect all rights and remedies of a secured party under the Uniform Commercial Code in effect in each applicable jurisdiction and such additional rights and remedies to which a secured party is entitled at law or in equity and enforce the Secured Party’s security interest in the Secured Property in any manner permitted by applicable law, or provided for in the Finstro Agreement or Other Agreements; and

      2. recover from Borrower or any Guarantor all costs and expenses, including, without limitation, reasonable attorney’s fees, incurred or paid by the Secured Party in exercising any right, power or remedy provided by the Finstro Agreement, the Other Agreements, or by applicable law.
         
         

   6. Choice of Law.

      The Security Interest provided for herein shall be governed by and construed in accordance with the laws of the State of Colorado.

2. General Security Agreement
   
   

   1. Application of this clause

      If the Agreement Particulars state that a General Security Agreement is to be provided by Borrower or any Guarantor, the provisions of this clause apply. Terms used in this section that are not otherwise defined shall have the meanings set forth in the Finstro Agreement or Other Agreements.

   2. Definitions

      In this clause, unless the context otherwise requires:

      1. “Borrower” means you and any Guarantor (as applicable).

      2. “Collateral” means and shall include: All Assets of Borrower, including without limitation, accounts, accounts receivable, chattel paper, inventory, equipment, furniture, fixtures, investment property, instruments, machinery, and general intangibles, including payment intangibles, now owned, or hereafter arising or acquired, as more fully described on Exhibit A attached hereto and made a part hereof.

      3. “Obligations” shall include the full and punctual observance and performance of all present and future duties, covenants and responsibilities due to Lender by Borrower under the Finstro Agreement, the Other Agreements and otherwise, all present and future obligations and liabilities of Borrower to Lender for the payment of the Total Outstanding and other amounts due or that become due under the Finstro Agreement, the Other Agreements and otherwise (extending to all principal amounts, interest, late charges, fees and all other charges and sums, as well as all costs and expenses payable by Borrower under the Finstro Agreement, the Other Agreements and otherwise), whether direct or indirect, contingent or non-contingent, matured or unmatured, accrued or not accrued, related or unrelated to the Finstro Agreement or Other Agreements, whether or not now contemplated, whether or not any instrument or agreement relating thereto specifically refers to the Finstro Agreement or Other Agreements and whether or not of the same character or class as Borrower’s obligations under the Finstro Agreement or the Other Agreements, including, without limitation, claims against Borrower acquired by assignment to Lender, whether or not secured under any other document, or agreement or statutory or common law provision, as well as all renewals, refinancing, consolidations, re-castings and extensions of any of the foregoing, the parties acknowledging that the nature of the relationship created hereby contemplates the making of future advances by Lender or Suppliers to Borrower.

      4. “Lender” means Coastal Community Bank, our affiliates, and assigns.

      5. “Lien” shall mean any statutory or common law consensual or non-consensual mortgage, pledge, security interest, encumbrance, lien, right of setoff, claim or charge of any kind, including, without limitation, any conditional sale or other title retention transaction, any lease transaction in the nature thereof and any secured transaction under the Uniform Commercial Code of any jurisdiction.

      6. “Permitted Liens” shall mean (a) Liens of Lender, and (b) Liens for taxes not delinquent or for taxes being diligently contested in good faith by Borrower by appropriate proceedings, subject to applicable law.
         
         

   3. General Security Interest

      As security for the payment and performance of all the Obligations, whether any instrument or agreement relating to any Obligation specifically refers to the Finstro Agreement or the Other Agreements, or the security interest created hereunder, Borrower hereby conveys, assigns, pledges, and grants Lender a continuing security interest in the Collateral. Lender’s security interest shall continually exist until (a) all Obligations have been paid in full and (b) there exists no commitment by Lender which could give rise to any of the Obligations.

   4. Covenants and Representations Concerning Collateral

      With respect to all the Collateral, Borrower covenants, warrants and represents that:

      1. No financing statement covering any of the Collateral is on file in any public office or land or financing records except for financing statements in favor of Lender, and Borrower is the legal and beneficial owner of all the Collateral, free and clear of all Liens, except for Permitted Liens.

      2. The security interest granted Lender hereunder shall constitute a priority Lien upon the Collateral. Borrower will not, and Lender does not authorize Borrower to, except in the ordinary course of business, transfer, discount, sell, grant, or assign any interest in the Collateral nor, without Lender’s prior written consent, permit any other Lien to be created or remain thereon except for Permitted Liens.

      3. Borrower will maintain the Collateral in good order and condition, ordinary wear and tear expected, and will use, operate, and maintain the Collateral in compliance with all laws, regulations, and ordinances and in compliance with all applicable insurance requirements and regulations. Borrower will promptly notify Lender in writing of any litigation involving or affecting the Collateral which Borrower knows or has reason to believe is pending or threatened. Borrower will promptly pay when due all taxes and all transportation, storage, warehousing and other such charges and fees affecting or arising out of or relating to the Collateral and shall defend the Collateral, at Borrower’s expense, against all claims and demands of any persons claiming any interest in the Collateral adverse to Borrower or Lender.

      4. At all reasonable times Lender and upon prior reasonable notice, its agents and designees may enter Borrower’s business premises and inspect the Collateral and all books and records of Borrower (in whatever form), and Borrower shall pay the costs of one (1) such inspection per calendar year and for any additional inspection after Lender declares an Event of Default.All books and records pertaining to the Collateral are located at the Borrower’s business premises and Borrower will not change the location of such books and records without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrower shall make notations, satisfactory to Lender, on its books and records disclosing the existence of Lender’s security interest in the Collateral.

      5. Borrower shall do, make, execute, and deliver all such additional and further acts, things, deeds, assurances, instruments, and documents as Lender may request to vest in and assure Lender its rights hereunder or in any of the Collateral, including, without limitation, placing legends on Collateral stating that Lender has a security interest therein. Borrower authorizes Lender to file financing statements covering the Collateral containing such legends as Lender shall deem necessary or desirable to protect Lender’s interest in the Collateral. Borrower agrees to pay all taxes, fees, and costs (including attorneys’ fees) paid or incurred by Lender in connection with the preparation, filing or recordation thereof.

      6. Whenever required by Lender, Borrower shall promptly deliver to Lender, with all indorsements and/or assignments required by Lender, all instruments, chattel paper, guaranties and the like received by Borrower constituting, evidencing or relating to any of the Collateral or proceeds of any of the Collateral.

      7. Borrower shall not file any amendments, correction statements or termination statements concerning the Collateral without the prior written consent of Lender.

      8. If any Collateral arises out of a contract with the United States Government or any department, agency or instrumentality thereof, Borrower shall immediately notify Lender thereof and shall execute and deliver to Lender specific assignments, of those contracts and the related United States Government accounts of Borrower and shall do such other things as may be satisfactory to Lender in order that all sums due and to become due to Borrower under such contract shall be duly assigned to Lender in accordance with the Federal Assignment of Claims Act (31 United States Code § 3727; 41 United States Code § 15) as in effect on the date hereof and as hereafter amended and/or any other applicable laws and regulations relating to the assignment of governmental obligations. Payments on United States Government contracts or United States Government accounts which have been specifically assigned to Lender by means of a direct assignment, as provided herein, shall be made directly to Lender, for payment to the Loan. The separate assignment of specific United States Government contracts to Lender, as contemplated herein, shall not be deemed to limit Lender’s security interest to the payments under those particular United States Government contracts and the related United States Government accounts, but rather Lender’s security interest shall extend to any and all United States Government contracts and the related United States Government accounts and proceeds thereof, now or hereafter owned or acquired by Borrower. During the term of the Finstro Agreement, Borrower agrees and covenants not to make any assignment of any of the United States Government contracts to any party other than Lender without Lender’s prior written consent.
         
         

   5. Insurance and Care of Collateral

      1. Borrower shall maintain comprehensive casualty insurance on the Collateral against such risks, in such amounts, with such loss deductible amounts and with such companies as may be satisfactory to Lender, and each such policy shall contain a clause or endorsement satisfactory to Lender naming Lender as loss payee and a clause or endorsement satisfactory to Lender that such policy may not be cancelled or altered and Lender may not be removed as loss payee without at least 30 days prior written notice to Lender. In all events, the amounts of such insurance coverage shall conform to prudent business practices and shall be in such minimum amounts that Borrower will not be deemed a co-insurer under applicable insurance laws, regulations, policies, or practices. Borrower hereby assigns to Lender and grants to Lender a security interest in all proceeds of such policies that relate solely to the Collateral and authorizes and empowers Lender to adjust or compromise any loss under such policies and to collect and receive all such proceeds. Borrower hereby authorizes and directs each insurance company to pay all such proceeds that related solely to the Collateral directly and solely to Lender and not to Borrower and Lender jointly. Borrower authorizes and empowers Lender to execute and indorse in Borrower’s name all proofs of loss, drafts, checks and any other documents or instruments necessary to accomplish such collection, and any persons making payments to Lender under the terms of this paragraph are hereby relieved absolutely from any obligation or responsibility to see to the application of any sums so paid. After deduction from any such proceeds of all costs and expenses (including reasonable attorneys’ fees) incurred by Lender in the collection and handling of such proceeds, the net proceeds shall be applied as follows. If no Event of Default shall have occurred and be continuing, such net proceeds may be applied, at Borrower’s option, either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or as a credit against such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion. In the event that Borrower may and does elect to replace or restore as aforesaid, then such net proceeds shall be deposited in a segregated account of Borrower at Lender and subject to the sole order of Lender and shall be disbursed therefrom by Lender in such manner and at such times as Lender deems appropriate to complete such replacement or restoration; provided, however, that if an Event of Default shall occur at any time before or after replacement or restoration has commenced, then thereupon Lender shall have the option to apply all remaining net proceeds either toward replacing or restoring the Collateral, in a manner and on terms reasonably satisfactory to Lender, or as a credit against such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion. If an Event of Default shall occur prior to such deposit of the net proceeds, then Lender may, in its sole discretion, apply such net proceeds either toward replacing or restoring the Collateral, in a manner and on terms satisfactory to Lender, or as a credit against such of the Obligations, whether matured or unmatured, as Lender shall determine in Lender’s sole discretion.

      2. Borrower shall have all risk of loss of the Collateral. Lender shall have no liability or duty, either before or after the occurrence of an Event of Default, on account of loss of or damage to, to collect or enforce any of its rights against, the Collateral, to collect any income accruing on the Collateral, or to preserve rights against account debtors or other parties with prior interests in the Collateral. If Lender receives any notices requiring action with respect to Collateral in Lender’s possession, Lender shall take reasonable steps to forward such notices to Borrower. Lender’s sole responsibility is to take such action as is requested by Borrower in writing, however, Lender is not responsible to take any action that, in Lender’s sole judgment, would adversely affect the value of the Collateral as security for the Obligations. While Lender is not required to take certain actions, if action is needed, in Lender’s sole discretion, to preserve and maintain the Collateral, Borrower authorizes Lender to take such actions, but Lender is not obligated to do so.
         
         

   6. Rights on Default

      After an Event of Default has occurred, Lender shall have the right at all times to enforce Borrower’s rights against account debtors and other parties obligated on Collateral, including, but not limited to, the right to:

      1. notify and/or require Borrower to notify any or all account debtors and other parties obligated on Collateral to make payments directly to Lender or in care of a post office lock box under the sole control of Lender established at Borrower’s expense subject to Lender’s customary arrangements and charges therefor, and to take any or all action with respect to Collateral as Lender shall determine in its sole discretion, including, without limitation, the right to demand, collect, sue for and receive any money or property at any time due, payable or receivable on account thereof, compromise and settle with any person liable thereon, and extend the time of payment or otherwise change the terms thereof, without incurring liability or responsibility to Borrower;

      2. require Borrower to segregate and hold in trust for Lender and, on the day of Borrower’s receipt thereof, transmit to Lender in the exact form received by Borrower (except for such assignments and indorsements as may be required by Lender), all cash, checks, drafts, money orders and other items of payment constituting Collateral or proceeds of Collateral; and/or

      3. establish and maintain at Lender a “Repayment Account,” which shall be under the exclusive control of and subject to the sole order of Lender and which shall be subject to the imposition of such customary charges as are imposed by Lender from time to time upon such accounts, for the deposit of cash, checks, drafts, money orders and other items of payments constituting Collateral or proceeds of Collateral from which Lender may, in its sole discretion, at any time and from time to time, withdraw all or any part.

      4. Lender’s collection and enforcement of Collateral against account debtors and other persons obligated thereon shall be deemed to be commercially reasonable if Lender exercises the care and follows the procedures that Lender applies to the collection of obligations owed to Lender. All cash and non-cash proceeds of the Collateral may be applied by Lender upon Lender’s actual receipt of cash proceeds against such of the Obligations, matured or unmatured, as Lender shall determine in Lender’s sole discretion.

      5. Borrower expressly agrees that any Security Interest in Collateral that is granted to a Supplier with respect to Purchases may be freely assigned by such Supplier or its affiliates to Lender, Finstro, or their affiliates, including any rights available to such secured party upon an Event of Default.
         
         

   7. Security Agreement

      This Agreement shall constitute a “security agreement” within the meaning of the Uniform Commercial Code. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado.

EXHIBIT A

(Description of Collateral)

All Assets of Borrower, including without limitation, accounts, accounts receivable, chattel paper, inventory, equipment, furniture, fixtures, investment property, instruments, machinery, and general intangibles, including payment intangibles, now owned, or hereafter arising or acquired, including without limitation, the following:

All accounts, contract rights, accounts receivable and rights to receive payment of a monetary obligation, however evidenced, whether earned by performance, including [health care insurance receivables,] third-party claims, executory contract rights, instruments, documents, chattel paper, and general intangibles; all guaranties of the receivables and any letters of credit or letter-of-credit rights.

All claims for moneys and payments that are due or are to become due and all receipts (whether cash, cash equivalents or otherwise), other cash or non-cash income, rents, profits, revenues, and/or proceeds received by Borrower from any source, including credit card receipts, sales drafts, credits, provisional credits, rights of collections, and any other right to payment with respect to credit cards howsoever evidenced, and license fees.

All of Borrower’s rights to goods represented by or securing any receivables and all of Borrower’s rights as an unpaid vendor, including the right to reclaim the goods under UCC 2-702, the right to stop the goods in transit under UCC 2-705, and the right to replevy the goods under UCC 2-716.

All monies, proceeds, [dues, deposits] and payments from customers, [members, guests] and account debtors.

All inventory, including, without limitation embedded software, all of Borrower’s rights as a seller of goods under UCC Article 2 and all inventory that may be returned or is repossessed, and all proceeds of sale, raw materials, work-in-process, parts, attachments, extensions, and materials used or consumed in the Borrower’s business, and goods consigned to the Borrower for resale.

All books, records, computer records, ledger sheets, files, programs and other computer tapes, discs, materials, customer and supplier lists, invoices, orders, and other property at any time evidencing or relating to the Collateral.

The name [BORROWER TRADE NAME] and any similar, affiliated, or derivative name, and all intellectual property, service mark, trademark, or copyright in connection therewith; and

All additions, accessions, replacements, and substitutions to or for any of the foregoing, all proceeds and products of any of the foregoing, and any insurance and the proceeds therefrom in any way relating to the foregoing.

Part G – Direct Debit Authority Agreement

1. Definitions

   The following definitions are only applicable to the Direct Debit Authority Agreement:

   1. 1. Account means the account held at your financial institution from which we are authorized to arrange for funds to be debited.

      2. Agreement means this Direct Debit Authority Agreement between you and us.

      3. Banking Day means a day other than a Saturday or a Sunday or a public holiday.

      4. Debit Day means the day that payment by you to us is due.

      5. Debit Payment means an ACH transaction where a debit is made to your Account.

      6. Direct Debit Request means your instruction and authorization to us to initiate an ACH debit transaction to your Account at Your Financial Institution.

      7. us or we means [Finstro Payments].

      8. you means the borrower or guarantor who has signed or authorized by other means the Direct Debit Request.

      9. Your Financial Institution means the financial institution nominated by you on the DDR at which the Account is maintained.
         
         

2. Debiting your account

   1. 1. By signing a Direct Debit Request or by providing us with a valid instruction, you have authorized us to initiate ACH debit and credit entries to your Account for all payments and other amounts due on the Obligation(s) including the Total Outstanding, and to debit such account for such payments on the date each payment is due, and to initiate, if necessary, additional entries and adjustments for any entries credited or debited in error.

      2. You should refer to the Direct Debit Request and this agreement for the terms of the arrangement between us and you.

      3. We will only arrange for funds to be debited from your Account as authorized in the Direct Debit Request; orwe will only arrange for funds to be debited from your Account if we have sent to the address nominated by you in the Direct Debit Request, a billing invoice which specifies the amount payable by you to us and when it is due.

      4. If the Debit Day falls on a day that is not a Banking Day, we may direct Your Financial Institution to debit your Account on the following Banking Day. If you are unsure about which day your Account has or will be debited, you should ask Your Financial Institution.
         
         

3. Amendments by us

   1. 1. We may vary any details of this agreement or a Direct Debit Request at any time by giving you at least fourteen (14) days written notice. If you are not satisfied with any variation or change, you may repay the Total Outstanding.
         
         

4. Amendments by you

   1. 1. You may change*, stop or defer a Debit Payment, or terminate this agreement by providing us with at least three (3 days) notification by writing to Finstro using the Finstro Contact Details, or arranging it through Your Financial Institution:

         *Note: in relation to the above reference to ‘change’, Your Financial Institution may ‘change’ your Debit Payment only to the extent of advising Finstro Payments of your new account details.

5. Your obligations

   1. 1. It is your responsibility to ensure that there are sufficient cleared funds available in your Account to allow a Debit Payment to be made in accordance with the Direct Debit Request on the Debit Day.

      2. If there are insufficient cleared funds in your Account to meet a Debit Payment on a Debit Day:

         1. you may be charged a fee and/or interest by Your Financial Institution.

         2. you may also incur fees or charges imposed or incurred by us; and

         3. you must arrange for the Debit Payment to be made by another method or arrange for sufficient cleared funds to be in your Account by an agreed time so that we can process the Debit Payment.

      3. You should check your account statement to verify that the recorded Debit Payments are correct.
         
         

6. Dispute

   1. 1. If you believe that there has been an error in debiting your account, you should notify us in writing using the Finstro Contact Details as soon as possible so that we can resolve your query quickly. Alternatively, you can directly contact Your Financial Institution.

      2. If we conclude because of our investigations that your Account has been incorrectly debited, we will respond to your query by arranging for Your Financial Institution to adjust your Account (including interest and charges) accordingly. We will also notify you in writing of the amount by which your Account has been adjusted.

      3. If we conclude because of our investigations that your Account has not been incorrectly debited, we will respond to your query by providing you with reasons and any evidence for this finding in writing.
         
         

7. Accounts

   You should check:

   1. 1. with Your Financial Institution whether direct debiting is available from your Account as direct debiting is not available on all accounts offered by financial institutions.

      2. The details of your Account which you have provided to us are correct by checking and verifying them for accuracy against a recent account statement; and

      3. with Your Financial Institution before completing the Direct Debit Request if you have any queries about how to complete the Direct Debit Request.
         
         

8. Confidentiality

   1. 1. We will keep any information (including your account details) in your Direct Debit Request confidential. We will make reasonable efforts to keep any such information that we have about you secure and to ensure that any of our employees or agents who have access to information about you do not make any unauthorized use, modification, reproduction or disclosure of that information.

      2. We will only disclose information that we have about you:

         1. to the extent specifically required by law; or

         2. for the purposes of this Agreement (including disclosing information in connection with any query or claim).
            
            

9. Notice

   1. 1. If you wish to notify us in writing about anything relating to this agreement, you should write to us using the Finstro Contact Details.

      2. We will notify you by mailing a notice to the address you have given us in the Direct Debit Request [or through the System].

   Any notice will be deemed to have been received on the third Banking Day after posting.