Flexible Payments Retailer Terms & Conditions

Last Updated as of August 2021

These Flexible Payments Retailer Terms and Conditions (“Retailer Terms” or “Agreement”) is a legally binding contract between you as a licensed purchaser of cannabis (the “Retailer” or “you”) and Fusion LLF, LLC d/b/a LeafLink Financial (“LeafLink Financial” or “we”, “us”, or “our”) a subsidiary of LeafLink, Inc. regarding your use of the LeafLink Financial offering (the “Program”). By participating in the Program, you agree to these Retailer Terms, the General Terms and Conditions, and all other terms, policies and guidelines applicable to your use of the Program as presented to you when you use our Site and Service. Defined terms used herein will have the same meaning as in the General Terms and Conditions unless otherwise defined herein.

BY USING LEAFLINK FINANCIAL’S SERVICES OR BY CLICKING TO AGREE TO THIS AGREEMENT WHEN THIS OPTION IS MADE AVAILABLE TO YOU, YOU ARE AGREEING TO THESE RETAILER TERMS. IF YOU DO NOT AGREE TO THESE RETAILER TERMS OR ANY OTHER TERMS PROVIDED TO YOU DURING YOUR USE OF LEAFLINK FINANCIAL’S SERVICES, PLEASE DO NOT USE THE SITES OR SERVICES AND EXIT IMMEDIATELY. WE RESERVE THE RIGHT TO MODIFY OR AMEND THESE RETAILER TERMS FROM TIME TO TIME, AND WE WILL PROVIDE YOU WITH NOTICE OF SUCH CHANGE OR CHANGES BY POSTING UPDATES TO THIS PAGE. CHANGES WILL APPLY AND WILL BECOME EFFECTIVE NO SOONER THAN 14 DAYS AFTER THEY ARE POSTED. HOWEVER, CHANGES ADDRESSING NEW FUNCTIONS FOR A SERVICE OR CHANGES MADE FOR LEGAL REASONS WILL BE EFFECTIVE IMMEDIATELY.

1. The Program. Under the Program, Retailers can purchase goods (“Merchandise”) from Vendors and obtain the ability to pay for that Merchandise on terms that may be provided to you in your account on the Site (the “Payment Terms”). Payment Terms may be provided for the purchase of Merchandise after Retailer has accepted or retained the Merchandise as described below (each, an “Approved Transaction”).

2. Program Requirements. For all Approved Transactions, the total invoice amount of the Merchandise together with any charges that may be applicable (the “Obligations”) shall be due and payable to LeafLink Financial in accordance with the Payment Terms (such time or day, the “Due Date”). All of the Obligations will be disclosed to you on the Site prior to your acceptance of the related Payment Terms.

3. Delivery and Invoices. The time of delivery of the Merchandise shall be established based on the records of Vendor absent manifest error. Each Vendor will deliver to Retailer an invoice for each Approved Transaction (subject to adjustment as set forth below, each an “Invoice”). Each Invoice delivered by a Vendor to Retailer is expected to be a representation and warranty from Vendor to Retailer that the Merchandise covered thereby are in saleable form and adheres to all applicable local requirements. You are required to confirm acceptance of Merchandise on our Site. You will also have the right to reject Merchandise covered by an Invoice and received by you if you notify the corresponding Vendor in accordance with applicable local requirements, and if no such local requirements exist you shall provide notice of any rejection within 1 business day. Notwithstanding the foregoing, a Purchase Transaction originated at a time when an Event of Default (as defined below) exists under this Agreement shall be deemed not to be an Approved Transaction, unless LeafLink otherwise notifies you of its acceptance of such transaction.

4. Payments. Each payment made by you for any Merchandise subject to the Payment Terms offered in the Program, or any extensions or modifications thereof, shall indicate the specific Invoice or Invoices being paid, and Retailer acknowledges and agrees that it shall not make any payment directly to any Vendor. All payments for Merchandise under the Program shall be made directly to LeafLink Financial, and any payments made direct to a Vendor, instead of to LeafLink Financial, for Merchandise that is subject to the Payment Terms shall not be credited towards payment of any of your Obligations.

5. Direct Debit. For all Approved Transactions, Retailer hereby irrevocably authorizes LeafLink Financial and its assignees to automatically debit the amount of Obligations from the bank account designated by Retailer for payment (the “Designated Bank Account”), including via ACH transfer, on the Due Date. With consent of the Retailer, LeafLink Financial or its assignees may debit the amount of Obligations prior to the Due Date. Retailer agrees to update its account on the Site with the current bank account information for the Designated Bank Account at all times. Retailer agrees that it shall maintain a sufficient balance in the Designated Bank Account to cover all Obligations. Retailer agrees that it will, from time to, execute such reasonable and customary documents as may be necessary to enable LeafLink Financial and any assignee to directly debit the Obligations from Retailer’s Designated Bank Account. Retailer agrees to provide LeafLink Financial and any assignee of Vendor with written notice of any change in the above information for Retailer’s Designated Bank Account immediately upon any such change.

6. Events of Default. You acknowledge that each of the following shall constitute an event of default (each an “Event of Default”) under this Agreement: (a) Retailer fails to make any payment when due, or Retailer fails to maintain a sufficient balance in the Designated Bank Account to satisfy the Obligations as they become due; (b) Retailer fails to comply with or to perform any obligation, covenant or condition in this Agreement and such failure continues for a period of 10 days or more; (c) any statement provided to LeafLink Financial or the applicable Vendor under this Agreement is false or misleading; or (d) the dissolution or winding down of Retailer, insolvency of Retailer, the appointment of a receiver for any part of Retailer’s property, any assignment for the benefit of creditors, any type of creditor workout, or the commencement of any proceeding under any bankruptcy or insolvency laws by or against Retailer. Retailer authorizes LeafLink Financial or its assigns to file at any time and from time to time such financing statements with respect to the Obligations naming Retailer as Retailer/debtor and LeafLink Financial or its assigns as secured party, as may be required.

7. Certain Fees. In the event any Event of Default occurs, then, commencing on the 15th day following the date of such Event of Default, all outstanding Obligations shall accrue interest at the lower of 15% per annum or the maximum rate of interest permitted by Applicable Laws. Additionally, if the Obligations are not paid in full within 15 business days of the Due Date, Retailer will be charged a late fee of 5% of the Invoiced amount in addition to the amount owed. Retailer acknowledges that the late charges payable pursuant to this provision represents a fair and reasonable estimate of the additional expenses LeafLink Financial will incur by reason of such late payment and such late charge is not intended to be treated as a penalty. Payments by Retailer shall be first credited to any late fees due, then to any accrued unpaid interest, then to any unpaid collection charges, and any remainder will be credited to the Invoice amount.

8. Assignment. Retailer agrees that this Agreement is assignable by LeafLink Financial and its assignees without prior consent of Retailer. Retailer expressly consents to the assignment of the rights and Obligations arising under this Agreement to one or more payment parties selected by LeafLink Financial or its assignees (each an “Assignee”). Upon any such assignment, Vendor or its Assignee (or the Assignees) shall notify Retailer of the assignment, and, thereafter, Assignee shall have all of the rights of LeafLink Financial with respect to collection of the Obligations under this Agreement. It is agreed that the books and records of LeafLink Financial or, upon assignment of rights under this Agreement, the Assignee, shall control in the event of any question or dispute as to whether a transaction is an Approved Transaction or an Obligation have been assigned. This Agreement may not be assigned by Retailer.

9. Records of Accounts. You are responsible for maintaining accurate records of all Approved Transactions and all Invoices and related payments. Those records shall be made available to us upon our reasonable request.

10. Acceleration. Upon the occurrence of an Event of Default under this Agreement, LeafLink Financial may immediately, at its option, declare all outstanding Obligations to be immediately due and payable. LeafLink Financial may avail itself of any and all rights and remedies available to LeafLink Financial at law or at equity. LeafLink Financial’s remedies are cumulative and shall be in addition to all other remedies available at law or in equity.

11. Collection Costs. If collection action is initiated, or LeafLink Financial or Assignee takes other action to enforce its rights under this Agreement, Retailer shall be responsible for all costs and expenses associated with such collection or enforcement, including, without limitation, attorneys’ fees and expenses, whether or not there is a lawsuit, expenses incurred by LeafLink Financial in any bankruptcy proceedings (including efforts to modify or vacate any automatic stay or injunction), and appeals. If not prohibited by Applicable Laws, Retailer also will pay court costs, in addition to all other sums provided by law.

12. You understand that LeafLink Financial has complete discretion as to whether a Retailer is approved for the Program. LeafLink Financial may, at its option, establish a maximum credit limit applicable to any Retailer. LeafLink Financial may adjust the applicable credit limit from time to time at its discretion. Once approved for the Program, it will be the Retailer’s responsibility to designate and credential its employee(s) who will be users of the Program. All actions taken by a Retailer’s employees are the responsibility of the Retailer.

13. Waiver; Commercial Purpose. Retailer waives presentment for payment, notice of dishonor, protest and notice of protest. RETAILER HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, TRIAL BY JURY. Retailer represents and warrants that this Agreement is solely for the purpose of carrying on a business or commercial enterprise, and not for personal, family or household purposes.

14. Compliance with Regulatory Requirements. This Agreement may be subject to the approval of one or more cannabis regulatory agencies (the “Regulators”) and is intended to comply with all rules and regulations promulgated by such regulators (the “Regulations”). Notwithstanding anything to the contrary in this Agreement or the general Terms and Conditions, in the event that this Agreement does not obtain any required approval of the applicable Regulators or otherwise is found not to be compliant with any applicable Regulations, the parties hereto and their successors and assigns agree to reform this Agreement in order to obtain the approval of such Regulators or cause this Agreement to be compliant with such Regulations, as applicable.

15. Representations and Warranties. Vendor represents and warrants to LeafLink Financial:

(a) It shall notify LeafLink Financial, and any Assignee, within 24 hours of receiving any material adverse communication from a Governmental Authority that would have a material adverse effect on its ability to conduct its business in compliance with all requirements of Applicable Laws.

(b) It shall notify LeafLink Financial, and any Assignee, within 24 hours of receiving notice or any communication or indication from a bank or other financial institution that informs Retailer that its account(s) is/are being shut down or suspended for any reason and/or that informs Retailer about the loss or suspension of the Automated Clearing House Network privileges for any reason.

(c) It is in compliance with the priorities outlined in the Memorandum commonly referred to as the “Cole Memo”, dated August 29, 2013, as if such memorandum is in full force and effect as of the date of entering into this Agreement.

(d)That there are no delinquent taxes or other outstanding charges materially or adversely affecting the Merchandise or the Retailer.

(e) This Agreement is genuine and is the legal, valid, binding and enforceable obligation of the Retailer.

(f) The Retailer has the legal capacity to enter into this Agreement and to execute and deliver this Agreement by click through or other electronic record, and this Agreement has been duly and properly executed.

(g) The Retailer is in compliance with any and all applicable “doing business” and licensing requirements under Applicable Laws and of any applicable Governmental Authority.

12. Definitions. The following capitalized terms used in this Agreement shall have the following meanings:

(a) Applicable Laws” means, collectively, each international, foreign, federal, state, provincial, territorial, municipal and local statute, treaty, rule, regulation, ordinance, code and administrative or judicial precedent or authority, including, without limitation, to the extent applicable, usury, truth in lending, consumer credit protection, equal credit opportunity, disclosure laws or all predatory, fair and abusive lending laws and other laws applicable to the origination and servicing of the Merchandise of a type similar to the Merchandise, and including the interpretation or administration thereof by any Governmental Authority charged with the enforcement, interpretation or administration thereof, and each applicable administrative order, directive, decree, policies, directed duty, license, authorization and permit of, and agreement with, any Governmental Authority, as the same have been or may in the future be amended from time to time; provided that the Controlled Substances Act (21 U.S.C. § 801 et seq.), and any rules or regulations promulgated thereunder as in effect from time to time, as it may apply to the Merchandise or the parties, is excluded.

(b) Governmental Authority” means any federal, state, municipal, national, local or other governmental department, court, commission, board, bureau, agency, intermediary, carrier or instrumentality or political subdivision thereof, or any entity or officer exercising executive, legislative or judicial, regulatory or administrative functions of or pertaining to any government or any court, in each case, whether of the United States or a state, territory or possession thereof, a foreign sovereign entity or country or jurisdiction or the District of Columbia.

13. Other Provisions. These Retailer Terms and the General Terms and Conditions are a complete statement of the agreement between you and LeafLink Financial regarding the Program and supersedes any and all prior contracts and understandings regarding the Program.