Seller Agreement

PROPEL NETWORK LLC, a Limited Liability Company (LLC) incorporated in California (the Seller); and

Agora Intelligence, Inc., dba Crowdz, a California corporation with registered number C3673129 whose registered office is at 51 E. Campbell Avenue, Suite
125, Campbell, California 95008, United States (Crowdz),

(together the Parties).

Whereas:

Crowdz owns and operates an electronic platform, the InvoiceXchange, for the sale and purchase by auction of Receivables Platform);

The Seller wishes to use the Platform to process Invoices issued by the Seller in connection with Commercial Agreements and to sell the corresponding
Receivables to Eligible Platform Purchasers from time to time;

The Platform has third-party client-branded subsections (each a White-Label) that restrict Auctions, each according to criteria predetermined by the
corresponding third-party client (White-Label Client);

A White-Label may be configured according to the predetermined criteria that there be only one Eligible Platform Purchaser (Sole Purchaser), such as the
White-Label Client or its purchasing agent, with respect to any Auction held on the White-Label;

ProFinCo is a White-Label Client and has arranged for a ProFinCo-branded White-Label subsection of the Platform (the ProFinCo Receivables Program) in
which ProFinCo is Sole Purchaser;

The Seller wishes to use the ProFinCo Receivables Program to process Invoices issued by the Seller in connection with Commercial Agreements between the
Seller and Payers, and to offer for sale and sell the corresponding Receivables to ProFinCo;

From time to time, the Seller may wish to offer for sale and sell at Auction on the Platform, any Invoices rejected by the ProFinCo Receivables Program
(Rejected Invoices);

It is agreed as follows:

Definitions and interpretation

In this Agreement, the following definitions apply:

Acceptance Cut-Off Date means, in respect of an Auction, 5:30 PM (New York time) on the date falling two (2) Business Days from and excluding the
relevant Auction End Date.

Accepted Bid means, in respect of an Offered Receivable, the Bid that the Seller accepts as the winning Bid for the purchase of that Offered Receivable
in accordance with the terms of this Agreement.

Actual Value means, in respect of an Offered Receivable, its Face Value less the amount of any credit note, rebate or any other form of discount or
reduction agreed or applied by the Seller to that Offered Receivable prior to the start of the relevant Auction.

Applicable Law means, in respect of any person, any law, regulation, directive, decree, ordinance or any similar instrument or measure (including any
Sanctions) with which such person is required to comply.

Auction means, without regard to the number of Eligible Platform Purchasers who may view and submit Bids, and without regard to the number of Bids
that may be placed, an auction for the sale and purchase of a Receivable conducted via the Platform. For avoidance of doubt, an Auction may be limited to
a single participating Eligible Platform Purchaser and a single Bid, such as in the case of a Sole Purchaser’s Bid within a White-Label like the ProFinCo
Receivables Program.

Auction End Date means:

in respect of an Auction on the Platform outside of a White-Label, the latest time and date specified by the Seller by which a Bid can be made in that
Auction; but,

in respect of an Auction on the Platform within a White-Label, the latest time and date by which a Bid can be made in that Auction specified by criteria
set by the White-Label Client in its agreement with Crowdz; and,

in respect of an Auction in the ProFinCo Receivables Program, the latest time and date specified by ProFinCo by which a Bid can be accepted by the
Seller in that Auction.

Bid means a bid made by an Eligible Platform Purchaser via the Platform to purchase an Offered Receivable.

Business Day means any day other than a Saturday, Sunday or any other day on which commercial banks located in New York City are authorized or
required by law to be closed for business.
Collection Account means, for a Sold Receivable, the account or wallet of the Seller or ProFinCo to be used for receipt and collection of payment by the
relevant Payer. For the avoidance of doubt, Seller agrees that ProFinCo may elect to arrange with the relevant Payer for payment of the Sold Receivable
to be sent to an account or wallet from which ProFinCo can directly withdraw such funds.

Collection Agency Termination Event means a Notification Event or a Repurchase Event.

Commercial Agreement means a written agreement between the Seller and a Payer pursuant to which the Payer is obliged to pay for the sale of goods or
provision of services by the Seller.

Confidential Information means all information relating to Crowdz, any Purchaser, the Seller or any Payer in whatever form (including any information
given orally), including any document, electronic file or any other way of representing or recording information which contains or is derived or copied from
such information but excludes information that:

is or becomes public information other than as a direct or indirect result of any breach by Crowdz, a Purchaser, the Seller or a Payer of Clause 24
(Confidentiality);

is identified in writing at the time of delivery as non-confidential by the person delivering that information; or

is known by the recipient before the date the information is disclosed to it in accordance with paragraphs (a) or (b) above or is lawfully obtained by the
recipient after that date from a person other than the person who delivered that information and who is, as far as that recipient is aware, unconnected
with the person who delivered that information and which, in either case, as far as the recipient is aware, has not been obtained in breach of, and is not
otherwise subject to, any obligation of confidentiality.

Dilution Event means, in relation to a Sold Receivable, any event that reduces the amount payable by the relevant Payer in respect of that Sold
Receivable by reference to the Actual Value of that Sold Receivable.

Dispute means any commercial dispute, claim or alleged defense arising out of or in connection with a Receivable.

Dollars or USD means the lawful currency of the United States of America.

Eligible ProFinCo Receivables Program Supplier means, in respect of the ProFinCo Receivables Program, those suppliers of an Eligible Payer who are
deemed eligible to participate in the ProFinCo Receivables Program according to criteria which ProFinCo and/or its insurer shall provide to Crowdz (which
may, from time to time, be updated or changed at its/their discretion). Whether criteria is made available to Seller is at the discretion of ProFinCo.

Eligible Invoice means an Invoice:

that has been uploaded to the Platform by the Seller;

that has not been paid (whether in part or in full) by or on behalf of the relevant Payer; and

whose Invoice Due Date has not occurred;

and, with respect to the ProFinCo Receivables Program, which has passed the threshold considerations determined by ProFinCo in its Purchaser
Agreement with Crowdz.

Eligible Payer means a Payer that is:

not insolvent; and

a municipal, local, state, or federal government entity.

Eligible Platform Purchaser means, in respect of an Auction, a Platform Purchaser that the Seller has designated as entitled to make Bids in that
Auction. For purposes of a White-Label, including the ProFinCo Receivables Program, in respect of any Eligible Invoice, the Seller designates the
White-Label Client, and in this case ProFinCo, as “Eligible,” and thus entitled to make Bids on the White-Label, by and when the Seller uploads and
thereby offers for sale the Eligible Invoice to the White-Label. A Seller who has designated a White-Label Client as an Eligible Platform Purchaser with
respect to the White-Label reserves the right to determine whether the White-Label Client is entitled or not entitled to make Bids with respect to any
Auction hosted on the Platform outside of the White-Label.

Face Value means, in respect of an Offered Receivable, the total amount (including any tax) payable by the relevant Payer in respect of that Offered
Receivable as set out in the Invoice for that Offered Receivable.

Fee Change Date has the meaning given to it in Clause 13.3

Force Majeure Event means any act of God or public enemy, hostilities, war (declared or undeclared), guerrilla activities, terrorist activities, act of
sabotage, blockade, earthquake, flood, land slide, avalanche, tremor, ground movement, hurricane, storm, explosion, fire, labor disturbance, riot,
insurrection, strike, civil commotion, epidemic, pandemic, act of government or its agencies or officers, power interruption, interference with transmissions
or transmission failure or third party communications network failures.

GAAP means generally accepted accounting principles in the jurisdiction of incorporation of the Seller.

Indemnified Person means each of:

 Crowdz’s affiliates, directors, officers, employees, or agents; and

the directors, officers, employees, and agents of any of Crowdz’s affiliates.

Insolvency Proceedings means, in relation to any person, the commencement of any corporate action, legal proceedings or other procedure or step:

the suspension of payments by it or a moratorium on any of its indebtedness, its winding-up, dissolution, administration or reorganization (by way of
bankruptcy proceedings, voluntary arrangement, scheme of arrangement or otherwise but not including on a solvent basis);

a composition, compromise, assignment or arrangement with or for the benefit of any of its creditors;

the appointment of a trustee, liquidator, receiver, administrator, administrative receiver, compulsory or interim manager or other similar officer in respect
of it or any of its assets (other than in connection with a solvent reorganization); or

the enforcement of any security or encumbrance over any of its assets, or any analogous procedure or step in any applicable jurisdiction.

Insolvent means, in respect of any person, any of the following:

it is unable, or admits or has admitted its inability, to pay its debts as they become due;

it has suspended or threatened to suspend making payments on any of its debts;

there are undischarged Insolvency Proceedings against it;

the value of its assets is less than its liabilities (taking into account contingent and prospective liabilities), in each case as calculated in accordance with
GAAP;

a moratorium has been declared in respect of any of its indebtedness; or

an enforcement of a non-appealable court judgment has not resulted in the full satisfaction of the due debt.

Invoice means, in respect of a Receivable, the invoice that evidences that Receivable.

Invoice Due Date means, for any Offered Receivable, the date by which the relevant Payer must pay that Offered Receivable as specified in the Invoice
for that Offered Receivable.

Minimum Bid Amount means the minimum price at which the Seller is willing to sell an Offered Receivable.

Notice of Assignment means, in respect of a Sold Receivable, a notice of assignment stating that the Sold Receivable has been assigned to the relevant
Eligible Platform Purchaser and notifying the relevant Payer to pay the Sold Receivable directly to the relevant Eligible Platform Purchaser, in a form and
substance satisfactory to the relevant Eligible Platform Purchaser.

Notification Event means, in respect of a Sold Receivable, any of the following events or circumstances:

non-compliance by the Seller with any term of this Agreement or the Terms and Conditions;

the Seller or the Payer being or becoming Insolvent; or

the relevant Payer failing to pay that Sold Receivable in full on or before its Invoice Due Date.

Not-for-Sale Invoice has the meaning given to it in Clause 3.1.

Offered Receivable means a Receivable that the Seller has offered for sale in an Auction.

Partial Recourse to the Seller is a reference to the role of the Seller as set forth in Clauses 10 (“Transfer of Title”), 11 (“Collection Agent”), and 12
(“Repurchase Events”), and any other reference to the Seller’s role and responsibilities as Collection Agent of an Eligible Platform Purchaser with respect
to a Sold Receivable.

Payer means, in respect of a Receivable, the person that has a payment obligation in respect of that Receivable.

Platformhas the meaning given to it in Recital (A).

Platform Data means any data, information, analysis, product or other form of output created or otherwise obtained by Crowdz (including any of the
foregoing relating to the Seller, any Purchaser, any Payer or any transaction conducted on the Platform provided it does not contain the names of, and is
otherwise unidentifiable with respect to, the Seller or such Purchaser, Payer or transaction).

Platform Purchaser means any Purchaser that is designated as a “Platform Purchaser” by Crowdz.

ProFinCo means Project Finance Company, LLC, a Delaware corporation of registration number 6142418 and registered address 16192 Coastal
Highway, Lewes, Delaware 19958
ProFinCo Receivables Program has the meaning given to it in Recital (E).

Purchase Date has the meaning given to it in Clause 10.1.

Purchase Price means, for any Offered Receivable, the purchase price for that Offered Receivable as stated in the Accepted Bid for that Offered
Receivable.

Purchaser means any person that has entered into a Purchaser Agreement with Crowdz.

Purchaser Agreement means, in respect of any Purchaser, the purchaser agreement between Crowdz and that Purchaser.

Receivable means an amount owed by a Payer to the Seller pursuant to the terms of a Commercial Agreement (as evidenced by an invoice).

Receivable Rights means, for an Offered Receivable, all rights, title, benefits, and interests of the Seller in that Offered Receivable, whether present or
future, actual or contingent, proprietary, contractual or otherwise, including all:

moneys owing to the Seller in respect of principal, interest or otherwise;

rights of the Seller under or arising in connection with its Invoice or any terms of the Commercial Agreement, including rights to demand payment, be
indemnified, or claim late payment interest and to enforce the terms governing that Offered Receivable and any related terms governing the
Commercial Agreement; and

remedies, including all claims for damages, indemnities, or compensation for any breach of any term governing that Offered Receivable or any related
term governing the Commercial Agreement.

Repurchase Event means, in respect of any Sold Receivable, any of the following events or circumstances:

any fraud by the Seller in respect of the exercise of its rights or the performance of its obligations in respect of that Sold Receivable (including under the
relevant Commercial Agreement);

any breach by the Seller of any applicable Sanctions or any breach by the Seller of any Applicable Law in respect of the exercise of its rights or the
performance of its obligations in respect of that Sold Receivable (including under the relevant Commercial Agreement);

any misrepresentation by the Seller of any representation given or deemed to be given, whether on the date of this Agreement or on the relevant
Purchase Date, including breach by the Seller of any of the representations and warranties agreed to by the Seller, such as in Clause 16
(“Representations and Warranties”) and elsewhere in accordance with this Agreement;

any Dispute exists or is raised in respect of that Sold Receivable;

any Dilution Event occurs in respect of that Sold Receivable; or

any breach of the Seller’s obligations in Clause 10.2 (i.e. if an assignment is not effective for some reason), Clause 11 (“Collection Agent”) or Clause 17
(“Undertakings”) of this Agreement.

Repurchase Price means, for a Sold Receivable, an amount equal to the Purchase Price for that Sold Receivable, less any amounts received by the
relevant Eligible Platform Purchaser in respect of that Sold Receivable before the date on which the Repurchase Price is to be paid by the Seller.

Sanctioned Person means a person that is:

listed on a Sanctions List, or directly or indirectly owned, or otherwise controlled (within the meaning and scope of the relevant Sanctions), by any one
or more persons listed on a Sanctions List;

located or resident in, or incorporated or organized under the laws of, any country or territory that is subject to country-wide or territory-wide Sanctions;
or

otherwise a subject of Sanctions.

Sanctions means any economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any
Sanctions Authority.

Sanctions Authority means:

the United States government;

the United Nations;

the European Union;

the United Kingdom; or

 the jurisdiction of incorporation of the Seller, including the respective governmental institutions and agencies of any of the foregoing, including, without
limitation, the Office of Foreign Assets Control of the US Department of Treasury (OFAC), the United States Department of State and Her Majesty’s
Treasury (HMT).

Sanctions List means any of the lists of specifically designated nationals or designated persons or entities (or equivalent) held, maintained, or
administered by any Sanctions Authority, including:

the Consolidated United Nations Security Council Sanctions List;

the "Specially Designated Nationals and Blocked Persons" list maintained by OFAC;

the consolidated list of persons, groups or entities subject to European Union sanctions administered by the European External Action Service; and

the Consolidated List of Financial Sanctions Target and Investment Ban List maintained by HMT, each as amended, supplemented or substituted from
time to time.

Sold Receivable means an Offered Receivable that has been purchased by a Platform Purchaser in accordance with the terms of this Agreement and the
relevant Purchaser Agreement.

Sole Purchaser has the meaning given to it in Recital (D).

Terms and Conditions means, at any given time, the current terms and conditions of Crowdz governing (among other things) access to the Platform, as
agreed (whether actually or deemed) by the Seller.

Unsold Receivable has the meaning given to it in Clause 9.1.

White-Label has the meaning given to it in Recital (C).

White-Label Client has the meaning given to it in Recital (C) and includes ProFinCo for purposes of this Agreement, subject to the terms of the Supply
Chain as a Service Agreement between the Parties.

Unless a contrary indication appears, any reference to:

the Seller, a Purchaser, an Eligible Platform Purchaser, Crowdzor any other person shall be construed so as to include its successors in title,
permitted assigns and permitted transferees to, or of, its rights and obligations (or both) under this Agreement;

Clauses and Schedules are to be construed as references to the clauses of, and schedules to, this Agreement;

including and in particular shall be deemed to be followed by the expression “(but not limited to)”;

liabilities includes any obligation whether incurred as principal or as surety, whether or not in respect of indebtedness, whether present or future,
actual or contingent and whether owed jointly or severally or in any other capacity;

this Agreement, a Purchaser Agreement, the Terms and Conditions or any other agreement is a reference to this Agreement, that Purchaser
Agreement, the Terms and Conditions or any other agreement as amended, novated, supplemented, extended or restated from time to time;

the words other and otherwise shall not be construed as being limited by the context in which they appear or the words that precede them;

any person includes one or more of that person’s assigns, transferees, successors in title, delegates, sub-delegates and appointees (in the case of a
Party, in so far as such assigns, transferees, successors in title, delegates, sub-delegates and appointees are permitted) and any individual, firm,
company, corporation, joint venture, body corporate, unincorporated body of persons, government, state or agency of a state or any association, trust
or partnership (whether or not having separate legal personality);

the relevant Eligible Platform Purchaser means, in respect of a Bid or a Sold Receivable, the Eligible Platform Purchaser that made that Bid or
purchased that Sold Receivable (respectively); and

a time of day is a reference to New York time.

Clause headings are for ease of reference only.

Unless expressly provided to the contrary in this Agreement (including in Clause 1.5), this Agreement is for the sole benefit of the Parties hereto and
Indemnified Persons and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any
other persons any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

The Seller expressly acknowledges and agrees that:

each Eligible Platform Purchaser that has made an Accepted Bid; and

each Indemnified Person,

 has the right to enforce or enjoy the benefit of any term of this Agreement. For the sake of clarity, with respect to the ProFinCo Receivables Program this
clause grants the foregoing third-party rights to ProFinCo in its capacity as the Eligible Platform Purchaser with respect to every transaction that takes
place on the ProFinCo Receivables Program.

Designation as a Platform Seller

Crowdz will notify the Seller in writing of any information that it requires the Seller to provide in order for the Seller to be designated as a Platform Seller.
This may take the form of a series of registration screens on the Platform, including but not limited to a subset of the Platform, such as a White-Label,
including but not limited to the ProFinCo Receivables Program.

If Crowdz is willing to designate the Seller as a Platform Seller, it will notify the Seller in writing that it is a Platform Seller and the Seller shall become and
be a Platform Seller on and from the date of that notice. Notification in writing may take the form of a designation of eligibility within the Platform or any
subset thereof, in the form of icons, notifications, or other user interface elements that indicate the Seller’s designation.

For so long as the Seller is a Platform Seller, the Seller is authorized to access and use the Platform as a Platform Seller, and in particular to:

upload Invoices on the Platform;

initiate an Auction for the sale of a Receivable;

view Bids made by Eligible Platform Purchasers to purchase its Offered Receivables in Auctions; and

sell Offered Receivables to Eligible Platform Purchasers.

For so long as the Seller is an Eligible ProFinCo Receivables Program Supplier, the Seller is authorized to access and use the ProFinCo Receivables
Program in the Platform Seller capacity, and in particular to:

upload Invoices to the ProFinCo Receivables Program;

submit Invoices for review and approval by Crowdz and ProFinCo and its agent(s) with respect to eligibility for purchase by ProFinCo;

initiate an Auction for the sale of a Receivable with respect to any Eligible Invoice;

view the status of Invoices submitted for Bid(s) made by ProFinCo to purchase Offered Receivables;

view Bid(s) made by ProFinCo to purchase Offered Receivables; and

sell Offered Receivables to ProFinCo.

The Seller shall have and develop no ownership interest in or to the Platform, any portion thereof, any content on the Platform other than content posted by
or on behalf of the Seller, or any intellectual property owned by Crowdz, all of which shall be owned exclusively by Crowdz, subject to any express licenses
or other permissions granted in this Agreement. This Agreement confers no other rights on the Seller except as those expressly stated herein.

Uploading of Invoices

The Seller may, in its sole discretion, upload an Invoice to the Platform, including to a subset of the Platform, such as a White-Label, including the
ProFinCo Receivables Program.

The Seller must upload each Invoice in accordance with the requirements of the Platform and the White-Label at the time of uploading.

The Seller has no obligation to start an Auction in respect of any Receivable evidenced by an Invoice that the Seller has uploaded to the Platform but may
do so in its sole discretion.

Starting Auctions

The Seller may from time to time start an Auction for the sale of a Receivable that is evidenced by an Eligible Invoice.

The Seller has no obligation to offer any Receivable for sale and the Seller is entitled, in its sole discretion, to restrict which Platform Purchasers are
entitled to make bids in an Auction, subject to the limitations or parameters of the subsection, such as a White-Label, of the Platform in which the
Receivable is offered. If the Seller wants to restrict which Platform Purchasers are entitled to make a bid in an Auction started by the Seller, the Seller will
indicate such restrictions when starting the Auction. With respect to the ProFinCo Receivables Program, by uploading and submitting an Invoice to the
ProFinCo Receivables Program, the Seller offers for sale to ProFinCo the relevant Receivable and thereby starts a Sole Purchaser Auction for the sale of
the relevant Receivable on the ProFinCo Receivables Program.

The Seller may only offer one Receivable for sale per Auction.

When starting an Auction, except as may vary in a White-Label, the Seller shall provide the following information regarding the relevant Offered
Receivable:

its Face Value;

 its Actual Value;

its governing law;

its Invoice Due Date;

its currency;

the name, address and jurisdiction of incorporation of the relevant Payer;

its Auction End Date, except where the parameters of a White-Label dictate that the Auction End Date be determined in a different manner;

the Minimum Bid, if any, except where the parameters of a White-Label dictate the Bid amount be determined in a different manner; and

any other information required by Crowdz or the relevant White-Label Client, such as ProFinCo and its agent(s), whether via the Platform or otherwise,
from time to time.

With respect to the ProFinCo Receivables Program, the foregoing information requirements are for example only and ProFinCo may change, limit, or
extend the list of information requirements set forth above in Clause 4.4. and may do so from time to time on an ongoing basis. Neither ProFinCo nor
Crowdz is obligated, whether to Seller or otherwise, to maintain the same information requirements list or otherwise refrain from changing such
requirements.

Any Auction End Date specified by the Seller must be no later than twenty (20) Business Days before the Invoice Due Date for that Receivable, except
where the parameters of a White-Label dictate the Auction End Date number of Business Days before the Invoice Due Date for a Receivable be
determined in a different manner.

The Seller shall also provide its account details for payment of the Purchase Price for the Offered Receivable at the time it starts the relevant Auction
unless the account details have already been provided and retained by Crowdz and/or the White-Label Client or its agent(s) and are readily available for
this purpose at the time of the start of the relevant Auction.

The Seller may, in its sole discretion, except where the parameters of a White-Label dictate the Bid amount be determined in a different manner, elect to
set a Minimum Bid Amount for the Offered Receivable in an Auction, but is not obligated to do so. Any Minimum Bid Amount is for information purposes
only and does not affect the Seller’s right to accept or reject any Bid in its sole discretion. With respect to the ProFinCo Receivables Program, all Bid
amounts and parameters will be determined by ProFinCo.

Agreements

This Seller Agreement, being a platform agreement, is subject to revision from time to time at the discretion of Crowdz, with respect to operation of the
Platform generally, and at the discretion of any White-Label Client and their agent(s) with respect to the operation of the White-Label. With respect to
the ProFinCo Receivables Program, ProFinCo reserves the right to change the terms according to which Receivables are to be purchased and sold,
including but not limited to eligibility requirements for Eligible ProFinCo Receivables Program Suppliers, Payers, and Invoices. For the sake of clarity,
the foregoing clause is designed to allow Crowdz to make changes without requiring feedback from ProFinCo where the changes would not affect
ProFinCo. Conversely, Crowdz agrees to consult ProFinCo and allow collaboration between Crowdz and ProFinCo when the rights of ProFinCo would
be affected.

The Purchaser Agreement for any Eligible Platform Purchaser will be made available for review by the Seller at any time that such Eligible Platform
Purchaser has made a Bid on an Offered Receivable, except where the parameters of a White-Label dictate the availability of the White-Label Client’s
or other White-Label Platform Purchaser’s Purchaser Agreement be determined in a different manner. The relevant Purchaser Agreement will be
available either on the Platform or by written request to Crowdz. With respect to the ProFinCo Receivables Program, the availability of the Purchaser
Agreement to any specific Eligible ProFinCo Receivables Program Supplier will be determined at the discretion of ProFinCo.

The Seller agrees that it will not offer any Receivable for purchase if:

offering that Receivable for purchase would result in the Seller being in violation of any Applicable Law;

the Seller has reason to believe that Payer is or is becoming Insolvent;

such Receivable is subject to any Dispute or any notification from the relevant Payer (whether oral or in writing) that such Receivable will not or may not
be paid in full on its Invoice Due Date; or

the Seller is in breach of any term of the Invoice in respect of such Receivable, this Agreement, or the Terms and Conditions.

The Seller makes each of the representations set out in Clause 16 (Representations and Warranties) on each date that it starts an Auction.

If the Seller wishes to include ProFinCo as an Eligible Platform Purchaser and participate in the ProFinCo Receivables Program, in addition to the
representations and warranties set forth in Clause 16 (“Representations and Warranties”), the Seller must further represent and warrant to ProFinCo on the
date that each relevant Auction is started that:

the relevant Payer of the Offered Receivable is an Eligible Payer; and

the Seller is incorporated in and has its headquarters in the United States.
 The restrictions of Clause 4.11 do not apply if the Seller wishes to include ProFinCo as an Eligible Platform Purchaser for an Auction on the Platform
outside of the ProFinCo Receivables Program.

SuRF Score

1. Crowdz may from time to time make a score (a SuRF Score) available in respect of an Offered Receivable.

Any SuRF Score made available by Crowdz will be based, each in respect of the relevant Seller and Payer, on:

1. publicly available data; and

2. data gained from transactions conducted on the Platform.
3. Crowdz does not undertake to provide a SuRF Score for all Offered Receivables and Crowdz does not make or offer any representation, warranty,
guarantee or assurance as to the accuracy or reliability of any SuRF Score. Any SuRF Score made available is for informational purposes only and should
be used by the Seller as it sees fit on a non-reliance basis and at the Seller’s own risk.

Crowdz may from time to time make a SuRF Score available to an Eligible Platform Purchaser in respect to the Seller and/or any relevant Payer.

Crowdz may from time to time at its sole discretion change the way Sellers’ or Payers’ scoring is calibrated, calculated, displayed, communicated,
and/or explained.

Seller acknowledges that a SuRF Score in respect to the Seller is strictly a mathematical result of data in the Crowdz system and the result of
calculations using that data, and is not to be construed as a characterization of the Seller written or otherwise. Seller represents and agrees not to file a
suit, charge, complaint, demand, action or otherwise assert any claims against Crowdz with respect to any matter relating to, or arising from, Seller's
SuRF Score.

Crowdz does not make or offer any warranty, guarantee, or assurance as to the impact on the Seller’s SuRF Score as a result of the Seller’s use of the
Platform or any of its White-Label subsections.

Bidding

An Eligible Platform Purchaser may, in its sole discretion, submit a Bid for any Offered Receivable. Except where White-Label parameters vary, any Bid
made by an Eligible Platform Purchaser will constitute an irrevocable offer to purchase the relevant Offered Receivable until:

that Eligible Platform Purchaser makes a higher Bid in respect of that Offered Receivable; or

the relevant Auction is terminated in accordance with Clause 7 (Termination of Auctions).

Except in the case that White-Label parameters vary, the Seller will be able to see all Bids made by Eligible Platform Purchasers and the identity of each
Eligible Platform Purchaser that has made a Bid in an Auction.

Except in the case that White-Label parameters vary, if an Eligible Platform Purchaser wants to make a Bid in an Auction, that Eligible Platform Purchaser
must:

make that Bid before the relevant Auction End Date; and

include the following information in that Bid:

the proposed Purchase Price for the Offered Receivable; and

its account details for receipt of any payments to be made by the Seller if the relevant Offered Receivable is sold to that Eligible Platform Purchaser;
and

any other information required by Crowdz, whether via the Platform or otherwise, when making the Bid.

Any Bid made after the relevant Auction End Date will not be a valid Bid and shall not count for the purposes of that Auction.

With respect to the ProFinCo Receivables Program, each Auction will receive one Bid or no Bids by ProFinCo, subject to ProFinCo’s discretion as reflected
in the parameters they determine and automate in conjunction with Crowdz.

Termination of Auctions

Subject to Clause 7.2, an Auction will terminate on the earlier to occur of:

the date that the Seller notifies Crowdz in writing that the Auction has terminated;

the acceptance by the Seller of a Bid in that Auction;

the relevant Acceptance Cut-Off Date; and

the termination of that Auction, in connection with Termination of this Seller Agreement, in accordance with Clause 19.3 (Termination).
 Crowdz reserves the right to terminate any Auction at any time. If Crowdz terminates an Auction, it will notify the Seller and the relevant Eligible Platform
Purchaser(s) of that termination. If Crowdz terminates an Auction in accordance with this Clause 7.2, all Bids made in respect of that Auction will be
revoked as of the time that Crowdz terminates that Auction.

Acceptance of Bids

The Seller may accept only one Bid for an Offered Receivable. The Seller may only accept a Bid that is made before the relevant Auction End Date.

The Seller is not obliged to accept any Bid and may accept a Bid in its sole discretion. The Seller may accept a Bid that is not the highest Bid in that
Auction.

If the Seller wants to accept a Bid, it must accept that Bid on the portion of the Platform on which the relevant Auction took place, such as the general
Platform or a White-Label, on or before the relevant Acceptance Cut-Off Date (and, for the avoidance of doubt, the Seller shall be entitled to accept a Bid
before the Auction End Date). On Seller’s acceptance of a Bid, the Platform will generate a notification to the relevant Eligible Platform Purchaser informing
it that its Bid is the Accepted Bid.

Crowdz will contract with any Eligible Platform Purchaser such that the Eligible Platform Purchaser must pay the relevant Purchase Price set out in any Bid
it has made that is an Accepted Bid in accordance with the terms of the Purchaser Agreement for that Eligible Platform Purchaser.

Rejection of Bids

If the Seller does not accept a Bid by the relevant Acceptance Cut-Off Date, the relevant Offered Receivable shall not be sold (such Offered Receivable
being an Unsold Receivable) and all Bids for that Offered Receivable will be revoked.

Subject to the terms of this Agreement, the Seller shall have the right to start a new Auction for an Unsold Receivable, except in the case that White-Label
parameters vary. With respect to Unsold Receivables on the ProFinCo Receivables Program, the Seller shall not have the right to start a new Auction on
the ProFinCo Receivables Program for the same Unsold Receivable, but may at its discretion start a new Auction on the general Platform.

The Seller acknowledges and agrees that any Receivable evidenced by an Invoice that has been uploaded to the Platform and which has not been sold
pursuant to the terms of this Agreement prior to its Invoice Due Date remains the sole property, responsibility, and liability of the Seller and must be settled
with the relevant Payer outside of the Platform.

Transfer of Title

Immediately on receipt by the Seller of the Purchase Price for a Sold Receivable (the date of receipt being the Purchase Date), the Seller agrees it
automatically assigns and will automatically assign all of its rights, title, benefits and interests in and to that Sold Receivable and the relevant Receivable
Rights to the relevant Eligible Platform Purchaser, without the need for any further action to be taken by any person.

If any assignment under Clause 10.1 is not effective for any reason, the Seller will hold all its rights, title, benefits, and interests in and to the relevant Sold
Receivable and the relevant Receivable Rights in trust for the relevant Eligible Platform Purchaser.

On and from the Purchase Date of a Sold Receivable:

the relevant Eligible Platform Purchaser has the right to deliver or instruct and rely upon the Seller to deliver a Notice of Assignment to the relevant
Payer in respect of that Sold Receivable; and

the Seller must (at its own cost and expense) at the request of the relevant Eligible Platform Purchaser, provide all reasonable information in respect of
the Sold Receivable to that Eligible Platform Purchaser.

Except as set out in Clause 10.3, the relevant Eligible Platform Purchaser is solely responsible for, whether itself or by means of agent except the Seller,
carrying out or satisfying any perfection steps or other formalities in connection with the assignment and transfer of title of any Sold Receivable and its
enforceability against any person.

In the case of a White-Label, the relevant Eligible Platform Purchaser may in its discretion arrange with Crowdz to automate portions of its responsibility to
carry out or satisfy any perfection steps or other formalities in connection with the assignment and transfer of title of any Sold Receivable and its
enforceability against any person, which shall not in any way lessen its sole responsibility for these steps nor transfer any such responsibility to the Seller
unless and except as stated in writing in the relevant Seller Agreement. For the avoidance of doubt, the Seller will only carry as much such responsibility as
stated in this Seller Agreement, and if no such responsibility is laid upon the Seller in this Seller Agreement, the Seller will carry no such responsibility.

The Seller acknowledges and agrees that each sale of an Offered Receivable to an Eligible Platform Purchaser is intended to be a true sale and that no
Eligible Platform Purchaser shall have any recourse to the Seller except as set in this Agreement. In the event that, contrary to the mutual intent of the
Parties, any purchase of an Offered Receivable is not characterized as a sale, the Seller shall be deemed to have granted to the Purchaser a security
interest in, and right of setoff with respect to, the Offered Receivable and related (collectively, the Collateral). The Collateral shall secure payment and
performance of all of the Seller's obligations at any time owing to the Purchaser, fixed or contingent, arising hereunder or by operation of law or otherwise,
reasonable costs and expenses (including reasonable attorneys' fees and expenses) incurred in enforcing, protesting or administering any of the
Purchaser's rights hereunder, or in the prosecution or defense of any action relating hereto or to the Offered Receivables. The grant of this security interest
is a supplemental protection to the Purchaser and is not meant to negate or affect in any way the intended sale of the Offered Receivables by the Seller to
the Purchaser. In order to evidence the Purchaser's ownership of the Receivables and its rights with respect thereto, and to perfect any such security
interest in the Collateral as granted herein, the Seller irrevocably authorizes the Purchaser to prepare and file financing statements and any amendments
 thereto naming the Seller as debtor, in form and content acceptable to the Purchaser, as the Purchaser may at any time and from time to time require to
continue and maintain in its favor all rights in and to the Offered Receivables as against third parties, in each and every applicable jurisdiction, all in
accordance with the Uniform Commercial Code in effect in New York or any other relevant law. The Purchaser shall pay any applicable filing fees and
other reasonable expenses related to the filing of such financing statements and any amendments thereto.

Collection Agent

Except as referenced under the definition herein of “Collection Account” or as set out differently in the parameters of a White-Label, the Seller shall act as
collection agent and trustee for the relevant Eligible Platform Purchaser in the administration, collection, and receipt of each Sold Receivable, and in that
capacity the Seller undertakes on behalf of and for the benefit of the relevant Platform Purchaser:

to ensure that the time, attention and levels of skill, care and diligence it devotes to the administration, collection and receipt of each Sold Receivable
are at least the same as those it devotes to the administration, collection and receipt of receivables that the Seller holds for its own account;

at its own expense, to use its reasonable endeavours to procure payment by the relevant Payer directly into the Collection Account (for instance, by
instructing the relevant Payer to pay all Sold Receivables directly into the Collection Account) and on receipt to hold such moneys on trust for the
relevant Eligible Platform Purchaser pending transfer to that Eligible Platform Purchaser;

to promptly (and in any event within two (2) Business Days from receipt) pay any amount received by the Seller from a Payer in relation to a Sold
Receivable to the relevant Eligible Platform Purchaser to the account stated by that Eligible Platform Purchaser in the relevant Accepted Bid in the
currency of receipt; and

to promptly notify the relevant Eligible Platform Purchaser if all or any part of a Sold Receivable is not paid in full by its Invoice Due Date.

Due to the foreseeably variable nature of the steps that may be necessary or required to collect or recover for a Sold Receivable, with respect to
Receivables sold on the ProFinCo Receivables Program, Seller acknowledges that when the relevant Eligible Platform Purchaser is ProFinCo and the
relevant portion of the Platform is the ProFinCo Receivables Program, ProFinCo may from time to time, under any circumstances, and at its discretion,
elect not to collect or recover directly from the Payer the sums payable by the relevant Payer in respect of a Sold Receivable, and will be entitled to rely
instead on the Seller to act as the Eligible Platform Purchaser’s Collection Agent, in which cases Seller shall adhere to the terms of this Clause 11
(“Collection Agent”). It will be presumed that Seller will operate in the Collection Agent capacity in respect to a Sold Receivable unless the Eligible Platform
Purchaser expressly notifies the Seller otherwise in writing. For clarity, such circumstances shall be determined strictly at the discretion of ProFinCo and
may include but are not limited to if and when:

The Payer is for whatever reason unreachable by the Eligible Platform Purchaser and/or its other agents not including the Seller; or

The Payer is unresponsive to a Notice of Assignment, instructions therein, or other collections or recovery effort by the Eligible Platform Purchaser
and/or its other agents not including the Seller; or

The Payer pays in respect of a Sold Receivable to the Seller without regard to any Notice of Assignment or other collections or recovery effort by the
Purchaser; or

It is for other reasons undesirable to collect from the Payer in the administrative discretion of ProFinCo.

Following the occurrence of a Collection Agency Termination Event in respect of a Sold Receivable, the relevant Eligible Platform Purchaser may terminate
the appointment of the Seller as its collection agent for that Sold Receivable by giving written notice of such termination to the Seller. If the relevant Eligible
Platform Purchase terminates the collection agency, the Seller undertakes, on and from termination of the collection agency:

not to interfere with the administration or collection of the relevant Sold Receivable nor attempt to receive, nor itself collect from the relevant Payer, that
Sold Receivable;

if required, to confirm to the relevant Payer that the Sold Receivable has been sold to, and is payable to, the relevant Eligible Platform Purchaser; and

that if it receives any amount relating to that Sold Receivable, it will promptly (and in any event within two (2) Business Days from receipt) pay that
amount to the relevant Eligible Platform Purchaser to the account stated by that Eligible Platform Purchaser in the relevant Accepted Bid in the currency
of receipt and it will hold that amount in trust for the relevant Eligible Platform Purchaser until such time as it is transferred to that Eligible Platform
Purchaser.

Repurchase Events

If a Repurchase Event occurs in respect of a Sold Receivable, the relevant Eligible Platform Purchaser may require the Seller to repurchase any Sold
Receivable that the Seller has sold to that Eligible Platform Purchaser by delivering to the Seller a written notice demanding repurchase. The Seller shall
repurchase that Sold Receivable by paying the Repurchase Price to the account specified by the relevant Eligible Platform Purchaser in the written notice
by no later than two Business Days after the date of such notice.

Immediately on the relevant Eligible Platform Purchaser’s receipt of the Repurchase Price for a Sold Receivable, all of the Eligible Platform Purchaser’s
rights, title, benefits and interests in and to such Sold Receivable and the related Receivable Rights shall be automatically re-assigned to the Seller without
the need for any further action to be taken by any person. At the time of any reassignment of a Sold Receivable to the Seller, the relevant Eligible Platform
Purchaser shall be deemed to represent and warrant to the Seller that:
 it has not assigned, transferred, or otherwise disposed of such Sold Receivable (other than to the Seller); and

it has not encumbered such Sold Receivable.

The Seller shall not have any recourse to an Eligible Platform Purchaser in relation to the repurchase of any Sold Receivable unless the relevant Eligible
Platform Purchaser has breached the representation and warranties set forth above in Clause 12.2. Promptly on the Seller’s written request, the relevant
Eligible Platform Purchaser will notify the relevant Payer that the Sold Receivable has been reassigned to the Seller.

If an Eligible Platform Purchaser receives any amount relating to a Sold Receivable after it has been re-assigned to the Seller, that Eligible Platform
Purchaser shall transfer that amount to the Seller in accordance with the terms of the Purchaser Agreement for that Eligible Platform Purchaser.

Fees

Crowdz has the right to charge fees for use of the Platform.

Crowdz will provide written notice of any applicable fees, including details of when such fees will arise, the amount of such fees and the times when the
fees are payable.

Crowdz has the right to change any fees and/or the terms relating to any fees at any time by written notice to the Seller. Any changes will apply on and
from the date stated in the relevant notice (the Fee Change Date) and will only apply prospectively (and, in particular, will not apply to any Auction started
by the Seller prior to the Fee Change Date). By continuing to use the Platform after the Fee Change Date, the Seller will be deemed to have accepted and
to be bound by the changes set out in the relevant notice.

The Seller agrees that it will pay any applicable fees when due by payment to the account notified by Crowdz to the Seller for this purpose from time to
time.

Payment Mechanics

Any payment to be made by the Seller in accordance with this Agreement shall be made in freely available funds and without any withholding or deduction
for or on account of tax and without (and free and clear of any deduction for) set-off or counterclaim.

If the Seller is required by any applicable law to make a withholding or deduction from any payment to be made to Crowdz or to any Eligible Platform
Purchaser, the amount of the payment due from the Seller shall be increased to an amount which (after making the relevant withholding or deduction)
leaves an amount equal to the payment which would have been due if no withholding or deduction had been required.

If the Seller fails to timely remit any collected amount when due according to section 11.1(c) of this Agreement, or fails to timely pay any amount payable
by it when due according to section 12.1 of this Agreement, interest shall accrue on the overdue amount from (and including) the due date up to the date of
actual payment (both before and after judgment) at a rate of two per cent (2%) per annum. Any interest accruing under this Clause 14.3 shall be
immediately payable by the Seller to the Platform Purchaser on demand by either Crowdz or the relevant Platform Purchaser.

Default interest (if unpaid) arising on an overdue amount will be compounded with the overdue amount applicable and will remain immediately due and
payable.

Any interest, commission or fee accruing under this Agreement will accrue from day to day and is calculated on the basis of the actual number of days
elapsed and a year of 360 days or, in any case where the market practice for the relevant currency of the overdue amount differs, in accordance with that
market practice.

Platform Data

The Seller acknowledges and agrees that Crowdz may create, analyze, compile and utilize Platform Data with respect to, amongst other things, the sale
and purchase of Receivables on the Platform, in order to:

make improvements to the Platform and to the services offered on the Platform;

meet the identified requirements of users of the Platform; or

provide SuRF Scores,

or for such other reasons as Crowdz may reasonably decide, provided in each case that any such Platform Data does not contain any direct or indirect
references to the Seller, any Purchaser, any Payer or the Confidential Information of the Seller, any Purchaser or any Payer.

The Seller acknowledges and agrees that Crowdz shall own all right, title and interest in and to the Platform Data and all intellectual property regarding or
in connection with the Platform Data.

Representations and Warranties

The Seller represents and warrants, on the date of this Agreement that:

it is duly incorporated or formed, as the case may be, and validly existing under the law of its jurisdiction of incorporation or formation;
 it has the power to sue and be sued in its own name, to own its assets and to carry on its business as it is being conducted;

the obligations expressed to be assumed by it in this Agreement constitute its legal, valid, binding and enforceable obligations;

its electronic acceptance of this Agreement is effective as if signed under hand by the Seller and evidences its express intention to be bound by this
Agreement;

the entry into and performance by it of, and the transactions contemplated by, this Agreement, do not and will not conflict with:

any Applicable Law;

its constitutional documents; or

any agreement or instrument binding upon it or any of its assets.

it has the power and capacity to enter into, perform and deliver, and has taken all necessary action to authorize its entry into, performance and delivery
of, this Agreement and any transaction contemplated by this Agreement;

all authorizations required or desirable to enable it lawfully to enter into, exercise its rights and comply with its obligations in this Agreement and to
make this Agreement admissible in evidence in its jurisdiction of incorporation, have been obtained or effected and are in full force and effect;

the choice of New York law as the governing law of this Agreement, and any New York court judgment in relation to this Agreement or any arbitral
award obtained in relation to this Agreement in the relevant seat of that arbitral tribunal specified in this Agreement will be recognized and enforced in
its jurisdiction of incorporation or formation;

it has obtained and complied with all licenses, permissions, permits or other authorizations that are required to be obtained by it in order to perform its
obligations under this Agreement;

under the law of its jurisdiction of incorporation or formation, it is not necessary that this Agreement be filed, recorded or enrolled with any court or other
authority in that jurisdiction or that any stamp, registration or similar tax be paid on or in relation to this Agreement or the transactions contemplated by
this Agreement;

any factual information provided by it for the purposes of this Agreement was true and accurate in all material respects as at the date it was provided or
as at the date (if any) at which it is stated;

nothing has occurred or been omitted from this Agreement and no information has been given or withheld that results or would result in the information
contained in this Agreement being untrue or misleading in any material respect;

it is not Insolvent or subject to any Insolvency Proceedings;

it has complied with, and is not in breach of, any Applicable Laws;

it is not a Sanctioned Person and it has taken all reasonable steps to implement and maintain in effect policies and procedures designed to achieve
compliance by it and its directors, officers and employees with all Anti-Corruption Laws and applicable Sanctions, and it and its directors, officers and
employees are conducting their business in compliance with all Anti-Corruption Laws and applicable Sanctions;

no litigation, arbitration or administrative proceedings of or before any court, arbitral body or agency which, if adversely determined, might reasonably
be expected to have a material adverse effect has or have (to the best of its knowledge and belief) been started or threatened against it; and

no judgment or order of a court, arbitral body or agency which might reasonably be expected to have a material adverse effect has (to the best of its
knowledge and belief) been made against it.

The representations in Clause 16.1 are deemed to be made by the Seller on each:

date that the Seller uploads an Invoice to the Platform including any White-Label;

date that the Seller starts an Auction including any submission to the ProFinCo Receivables Program; and

Purchase Date,

in each case by reference to the facts and circumstances then existing.

The Seller represents and warrants to each Eligible Platform Purchaser in relation to each Offered Receivable on the date the relevant Auction is started
and on its Purchase Date (if it has one), that such Offered Receivable:

constitutes a legal, valid and binding payment obligation of the relevant Payer, enforceable against that Payer in its jurisdiction of incorporation in
accordance with its terms (except as such enforceability may be limited by any applicable insolvency, bankruptcy and other mandatory laws and
principles of equity and similar laws affecting the rights of creditors generally) and no other steps need to be taken by any person to make that Offered
Receivable payable by the relevant Payer;

arises from the full performance by the Seller of its obligations under and in accordance with a Commercial Agreement; that:
 is in full force and effect;

has not been terminated, rescinded or revoked; and

has not been breached by the Seller or the relevant Payer;

is payable on open account terms;

is evidenced by an Invoice that, among other things, specifies the relevant Invoice Due Date and includes a clear instruction for payment of that Offered
Receivable to be made to the Collection Account;

is solely legally and beneficially owned by the Seller (as are the relevant Receivable Rights) and is not subject to any security or encumbrance or any
other rights or interests in favor of any third party;

is freely assignable; and

is not subject to any Dispute or any notification from the relevant Payer (whether oral or in writing) that such Offered Receivable will not or may not be
paid in full on its Invoice Due Date.

Undertakings

The below undertakings shall be performed by Seller for the benefit of, and shall be enforceable by, the Eligible Platform Purchaser:

not to offer to sell any Offered Receivable to any person other than an Eligible Platform Purchaser;

not to create or permit to subsist any security or encumbrance over any of the Seller's right, title, benefit and interest in and to, any Offered Receivable and
not to assign, transfer or otherwise deal with any of its rights in respect of any Offered Receivable other than in favor of the relevant Eligible Platform
Purchaser;

to maintain, retain and implement administrative and operating procedures and to retain and maintain all documents, books, records and other information
reasonably necessary or advisable for the collection of all Offered Receivables or Sold Receivables or in order to comply with all Applicable Laws;

not to, and not to purport to, terminate, revoke or vary any term or condition of any Offered Receivable or any Sold Receivable (including the terms and
conditions of the relevant Commercial Agreement);

not to take any action which might in any way prejudice or limit an Eligible Platform Purchaser’s rights under or in respect of any Sold Receivable;

to promptly provide the relevant Eligible Platform Purchaser with any information that it reasonably requests in relation to any Sold Receivable or the
relevant Payer;

in addition to any other term of this Agreement or the Terms and Conditions, not to take any action to impair or challenge ownership by Crowdz of any of its
intellectual property rights regarding or in connection with the Platform, content appearing on the Platform, including without limitation any SuRF Score
(collectively, Crowdz IP), or to seek to register, apply to register, or register any patents, copyrights, trademarks or service marks in or to any Crowdz IP in
Seller’s name or on Seller’s behalf;

to promptly (and in any event within one (1) Business Day) notify the relevant Eligible Platform Purchaser of becoming aware of the occurrence of any of
the following events or circumstances in respect of a Sold Receivable:

a Repurchase Event or a Notification Event;

the relevant Payer being Insolvent;

the relevant Payer informing the Seller that all or any part of that Sold Receivable will not be, or is unlikely to be, paid on or before its Invoice Due Date
or any event or circumstances occurs which the Seller considers makes it unlikely that a Sold Receivable will be paid in full on or before its Invoice Due
Date; or

any of the Seller's representations about a Sold Receivable being inaccurate or untrue when made or deemed to be made; and

to record each sale of a Sold Receivable and to record the relevant Eligible Platform Purchaser as the owner of that Sold Receivable in its documents,
books and records.

Crowdz

Without prejudice to Crowdz’s obligations under the Terms and Conditions, Crowdz shall:

make available and administer the Platform including the ProFinCo Receivables Program;

maintain a record of all transactions that occur on the Platform including transactions that occur on the ProFinCo Receivables Program; and

calculate fees owed to it by the Seller in respect of the purchase of any Offered Receivables by the Seller.
 Crowdz shall be entitled to use any of its affiliates in connection with making available the Platform, facilitating any of the transactions contemplated by this
Agreement, or performing any of its obligations under or in connection with this Agreement. The Seller acknowledges that Crowdz or any of its affiliates
may from time to time participate in transactions conducted on the Platform in the capacity of a Platform Purchaser.

Notwithstanding Clause 1.4, any affiliate falling within the scope of Clause 18.2, except for any affiliate acting as a Platform Purchaser, shall be entitled to
rely on and enforce the terms of this Agreement as if any reference in this Agreement to “Crowdz” is a reference to that affiliate.

The Seller acknowledges and agrees that neither Crowdz nor any of its affiliates shall have any liability to the Seller or any other person for any actions
taken or not taken by any other affiliate in the capacity of a Platform Purchaser.

Crowdz shall not be deemed to have knowledge of any Repurchase Event or of any breach of the Terms and Conditions or any Purchaser Agreement by
any person unless it has received written notice of the occurrence of that Repurchase Event or that breach from the Seller, the relevant Purchaser or the
relevant Payer.

Termination

Crowdz may terminate this Agreement at any time for any reason by providing the Seller with written notice of such termination. This Agreement shall
terminate on the date specified in such notice or, if no termination date is specified, on the date of that notice.

The Seller may terminate this Agreement by giving written notice to Crowdz of such termination. This Agreement shall terminate on:

the date specified in such notice provided such date is no earlier than the twentieth (20th) Business Day from and excluding the date of such notice; or

if no date is specified or such date does not comply with paragraph (a) above, the twentieth (20th) Business Day from and excluding the date of such
notice.

On and from the date that a termination notice is delivered in accordance with Clauses 19.1 or 19.2, the Seller will cease to be a Platform Seller and
Crowdz shall have the right to limit the Seller’s access and use of the Platform. Any Auctions that have started but for which no Bid has been accepted
before the relevant termination date will be terminated with immediate effect on the relevant termination date.

Notwithstanding the termination of this Agreement pursuant to Clauses 19.1 or 19.2, the provisions of this Agreement will continue in full force and effect
with respect to:

any Bid that was accepted prior to the relevant termination date;

any Sold Receivable for which the relevant Eligible Platform Purchaser has not received all amounts owing to it in full; and

any amounts payable by the Seller to Crowdz under or in connection with this Agreement.

Assignment and transfers

Crowdz shall be entitled to assign any of its rights or transfer any of its rights and obligations under this Agreement without the consent of the Seller.

The Seller may not assign its rights, transfer any of its rights and obligations or otherwise dispose of or encumber any of its rights and/or obligations under
this Agreement (including any of its rights and obligations in respect of any Sold Receivable) without Crowdz’s prior written consent and any purported
assignment without such consent shall be null and void.

Indemnity

The Seller shall immediately on demand indemnify Crowdz and each Indemnified Person against any liability, damage, loss (whether special, direct or
indirect, punitive or exemplary and including any loss of profit, loss of reputation or loss of goodwill), cost and expense (including all interest, penalties and
legal costs (calculated on a full indemnity basis)) suffered or incurred by Crowdz or that Indemnified Person as a result of any failure by the Seller to
comply in full with this Agreement.

The indemnity in this Clause 21 shall apply regardless of whether the liability, damage, loss, cost or expense was foreseeable or known to the Seller.

The Seller shall have no obligation to indemnify Crowdz or any Indemnified Person (as applicable) under this Clause 21 if the liability, damage, loss, cost
or expense was suffered or incurred solely and directly as a result of Crowdz’s or the relevant Indemnified Person’s (as applicable) gross negligence or
willful default.

Exclusion of liability

The Seller acknowledges and agrees that Crowdz does not make or give (and is not deemed to make or give) any representation, warranty, assurance or
undertaking in relation to:

the suitability of the Platform for use by the Seller and its satisfaction of any requirements the Seller may have;

the use of the Platform by any other person;

 the compliance and performance by any other person with, and of, any of their obligations arising under or in connection with the use of the Platform
and/or the transactions contemplated by this Agreement;

the use by any person of any Confidential Information (subject to, in respect of Crowdz only, the terms of Clause 24 (Confidentiality));

any Receivable or any Invoice;

whether any information provided or made available by any person in relation to the Platform or any transaction contemplated by this Agreement is
accurate, genuine, complete and does not omit any information that would affect the nature of the information provided or made available;

whether any action taken by any person in relation to the Platform or any transaction contemplated by this Agreement has been duly authorized and is
within the capacity and power of that person;

the legal, valid, binding and enforceable nature of this Agreement, any Purchaser Agreement, any Invoice, any Commercial Agreement or any other
document relating to the Platform or any transaction contemplated by this Agreement; or

whether the Platform, or any component or portion thereof, or any content posted by or on behalf of Crowdz to the Platform, infringes, misappropriates,
or otherwise damages or injures in the patents, copyrights, trademarks or other intellectual property rights of any third parties.

Crowdz shall have no liability to the Seller for any liability, damage, loss, cost or expense suffered or incurred by the Seller arising out of or connected with
any:

unavailability of the Platform or any functionality of the Platform;

errors, interruptions or delays in any systems, operations, communications, services or any other matter relating to or provided by the Platform;

bugs, viruses, Trojan horses or any other malicious or harmful components on the Platform;

restriction on the Seller access to, or use of, the Platform;

failure by the Platform to meet the Seller’s needs or expectations;

breach by any person of any provision of the Terms and Conditions or any Purchaser Agreement;

apparent or actual reputation-related or other effect related to the SuRF Score; or

matters outside of Crowdz’s control (including any Force Majeure Event).

The exclusion of liability in this Clause 22 will not apply:

to any liability, damage, loss, cost or expense suffered or incurred by the Seller solely and directly as a result of Crowdz’s fraud, gross negligence or
willful default; or

to any liability, damage, loss, cost or expense that Crowdz is not entitled to exclude by any Applicable Law relevant to Crowdz.

The Seller agrees that:

Crowdz shall in any event have no liability for:

any special, indirect, punitive, exemplary or consequential loss; or

any loss of profit, loss of reputation or loss of goodwill,

regardless of whether such loss was foreseeable or notified to Crowdz; and

Crowdz’s aggregate liability to the Seller (whether in contract, tort or otherwise) will not exceed USD 5,000.

Communications

Any communication to be made under or in connection with this Agreement between the Parties shall be made in writing and, unless otherwise stated, may
be made by letter, by email or, if available, via the Platform’s messaging system.

Each Party will within five (5) Business Days of this Agreement notify the other Party of its postal address and email address (and the department or
officer, if any, for whose attention the communication is to be made) for any communication or document to be made or delivered under or in connection
with this Agreement.

A Party may change its postal address or email address (or the department or officer for whose attention the communication is to be made) by not less
than five (5) Business Days' written notice to the other Party.

Any communication or document made or delivered by one Party to the other Party under or in connection with this Agreement will only be effective:
 if by way of letter, when it has been left at the relevant address or five (5) Business Days after being deposited in the post or with a recognized
overnight courier postage prepaid in an envelope addressed to it at that address;

if by way of email, when actually received (or made available) in readable form; or

if by way of the Platform’s messaging system, when actually received (or made available) in readable form,

and, if a particular department or officer is specified as part of its address details provided in accordance with this Clause 23, if addressed to that
department or officer.

Any communication or document to be made or delivered to Crowdz will be effective only when actually received by Crowdz and then only if it is expressly
marked for the attention of the department or officer specified by Crowdz in accordance with this Clause 23.

Any communication or document which becomes effective, in accordance with Clause 23.4 above, after 5:00 PM in the place of receipt shall be deemed
only to become effective on the following day.

Any communication to be made under or in connection with this Agreement or a Purchaser Agreement between the Seller and an Eligible Platform
Purchaser shall be made in writing and, unless otherwise stated, must be made via the Platform’s communication system. Any communication or
document made or delivered via the Platform’s messaging system will only be effective when actually received (or made available) in readable form.

Crowdz and any Eligible Platform Purchaser shall be entitled to rely on any communication sent (or purported to be sent) by the Seller, irrespective of any
fraud or error contained in that communication or as to the identity of the sender. Crowdz and any Purchaser shall not be liable for any action taken or
omitted in reliance of any communication reasonably believed to be made by the Seller.

Confidentiality

The Parties agree to keep all Confidential Information confidential and not to disclose it to anyone, save to the extent permitted by Clauses 24.2 and 24.3,
and to ensure that all Confidential Information is protected with security measures and a degree of care that would apply to its own confidential information.

Each Party may disclose Confidential Information:

to any of its affiliates and any of its or their officers, directors, employees, professional advisers, insurers, auditors and partners;

to any person to whom information is required or requested to be disclosed by any court of competent jurisdiction or any governmental, banking,
taxation or other regulatory authority or similar body, the rules of any relevant stock exchange or pursuant to any Applicable Law; or

to any person to whom information is required to be disclosed in connection with, and for the purposes of, any litigation, arbitration, administrative or
other investigations, proceedings or disputes,

provided that:

any person to whom Confidential Information is disclosed in accordance with this Clause 24.2 is informed in writing of its confidential nature and that
person agrees to treat such information as confidential on terms at least equivalent to this Clause 24.2 or is otherwise is subject to professional
obligations to maintain the confidentiality of the Confidential Information (provided that there shall be no requirement to so inform in relation to
paragraphs (b) and (c) above if, in the opinion of the disclosing person, it is not practicable so to do in the circumstances); and

any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this
Platform and this Agreement (in relation to paragraph (a)) or to the extent required (in relation to paragraphs (b) and (c)).

Crowdz may additionally disclose Confidential Information to any person:

who provides or may provide any goods or services to Crowdz in connection with the Platform or any transactions contemplated by this Agreement; or

to (or through) whom it assigns or transfers (or may potentially assign or transfer) all or any of its rights and/or obligations under this Agreement and to
any of that person's affiliates and professional advisers,

provided that:

any person to whom Confidential Information is disclosed in accordance with this Clause 24.3 is informed in writing of its confidential nature and that
person agrees to treat such information as confidential on terms at least equivalent to this Clause 24.3 or is otherwise is subject to professional
obligations to maintain the confidentiality of the Confidential Information; and

any Confidential Disclosure is disclosed only to the extent that such person needs to know that Confidential Information in connection with this
Platform and the transactions contemplated by this Agreement.

Data protection

The Parties must comply with all applicable data protection and privacy laws in relation to the access and use of the Platform and the performance of any
transactions contemplated by this Agreement.
 Counterparts

This Agreement may be executed in any number of counterparts, and this has the same effect as if the signatures on the counterparts were on a single copy
of this Agreement.

Amendments and waivers

Save where expressly stated in this Agreement, no provision of this Agreement may be amended or waived other than in writing signed by Crowdz and the
Seller.

Entire Agreement

This Agreement and the Terms and Conditions set out the entire agreement between the Parties and supersede any previous agreement, whether express or
implied, about the relationship between the Parties. If there is any inconsistency between the terms of this Agreement and the Terms and Conditions, the
Terms and Conditions shall prevail.

Partial invalidity

If, at any time, any provision of this Agreement is or becomes illegal, invalid or unenforceable in any respect under any law of any jurisdiction, neither the
legality, validity or enforceability of the remaining provisions nor the legality, validity or enforceability of such provision under the law of any other jurisdiction
will in any way be affected or impaired.

Remedies and waivers

No failure to exercise, nor any delay in exercising, by Crowdz of any right or remedy under this Agreement shall operate as a waiver of any such right or
remedy or constitute an election to affirm this Agreement. No election to affirm this Agreement by Crowdz shall be effective unless it is in writing. No single or
partial exercise of any right or remedy shall prevent any further or other exercise or the exercise of any other right or remedy. The rights and remedies
provided in this Agreement are cumulative and not exclusive of any rights or remedies provided by law.

Governing Law; Jurisdiction; Waiver of Jury Trial

This Agreement is made pursuant to, and shall be construed under, the substantive laws of the State of New York, without reference to any principles of
conflicts-of-law (other than Sections 5-1401 and 5-1402 of New York's General Obligations Law). Each Party submits, for itself and its property, to the
exclusive jurisdiction of any New York State court or the courts of the United States of America for the Southern District of New York, in each case in the
Borough of Manhattan, City of New York, whether trial or appellate, in any action or proceeding arising out of, or relating to, this Agreement or for recognition
or enforcement of any judgment in respect hereof; agrees that all claims in respect of any such action or proceeding may be heard and determined in any
such New York state court or, to the extent permitted by law, in such federal court; and waives to the fullest extent permitted by law any objection that it may
now or hereafter have to the venue of any such action or proceeding in any such court or any claim that such action or proceeding was brought in an
inconvenient court and agrees not to plead or claim the same. Each of the Parties hereto agrees that a final judgment in any such action or proceeding shall
be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Each of the Parties hereto hereby
irrevocably waives all right to trial by jury in any action, proceeding or counterclaim arising out of, or relating to, this Agreement or the actions of
the Parties in the negotiation, administration, performance or enforcement thereof.

Without prejudice to any other mode of service allowed under any relevant law, the Seller:

undertakes to appoint within five (5) Business Days of the date of this Agreement an agent for service of process satisfactory to Crowdz in relation to
any proceedings before the New York courts in connection with this Agreement; and

agrees that failure by a process agent to notify the Seller of the process will not invalidate the proceedings concerned.

Each Party agrees to sign this Agreement by electronic signature (whatever form the electronic signature takes) and that this method of signature is
as conclusive of that Party’s intention to be bound by this Agreement as if signed by each Party’s manuscript signature and the Seller’s electronic
acceptance of this Agreement is effective as if signed under hand by the Seller and evidences its express intention to be bound by this Agreement1.

1This clause may vary depending on how it is determined the Seller should sign the agreement.

Crowdz

Executed by Agora Intelligence, Inc., dba

Crowdz and signed by person(s) who are acting
under the authority of that company

Name:

Position:
Name:

Position:

The Seller

Executed by [***] and signed by person(s) who are

acting under the authority of that company

Name:

Position:

Name:

Position: