Flexible Payments Vendor Terms & Conditions

Last Updated as of August 2021

These Flexible Payments Vendor Terms and Conditions (“Vendor Terms” or “Agreement”) is a legally binding contract between you as a licensed seller of cannabis (the “Vendor” 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 Vendor 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 VENDOR TERMS. IF YOU DO NOT AGREE TO THESE VENDOR 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 VENDOR 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, Vendors can sell goods (“Merchandise”) to Retailers and provide those Retailers with the ability to pay for that Merchandise on terms approved for the Program (the “Payment Terms”). For each such sale of Merchandise by you to a Retailer who you are connected to do business with on our Site (each, an “Approved Retailer”), you may have the ability to sell the related accounts receivable to LeafLink Financial pursuant to the terms herein.

2. Delivery and Invoices. You, or a licensed transporter, are responsible at all times for the timely and accurate delivery of your Merchandise to any Approved Retailer. The delivery to any Approved Retailer shall include an accurate invoice (each an “Invoice”), which will be a representation and warranty from you to the Approved Retailer that the Merchandise is in saleable form and adheres to all applicable local requirements. After receipt of your Merchandise, Retailers are provided with 1 Business Day or a greater amount of time as provided by the local requirements, if any, to review and confirm their acceptance (the “Merchandise Acceptance Period”), and shall do so using the tools provided for accepting Merchandise on our Site (each, an “Approved Transaction”).

3. Sale of Invoices. When you use our Site you will be able to review outstanding Invoices with Approved Retailers and select Invoices from Approved Transactions that you want to sell to LeafLink Financial. When you do so you will be provided with the terms upon which LeafLink Financial will purchase the selected Invoices, along with all associated right and title, from you. Upon acceptance by you of the purchase terms and sale of Invoices to LeafLink Financial you are assigning to us all of your right, title and interest in each Invoice including the right to collect all amounts owed with respect to the Invoices.

4. Accuracy of Invoices. It is Vendor’s responsibility to maintain a complete and accurate listing of all Invoices for Merchandise sold to any Approved Retailer, any payments received related to such Invoices. It is also Vendor’s responsibility to notify LeafLink if any Invoice is inaccurate or needs to be updated for any reason. The books and records of LeafLink Financial or, upon assignment of our rights to an assignee (each, an “Assignee”) the Assignee, shall control in the event of any question or dispute as to whether a transaction is an Approved Transaction, whether an Invoice has been assigned or whether amounts remain outstanding on any Invoice.

5. Payment. For each Approved Transaction, LeafLink Financial will transfer the payment amount to Vendor by ACH to the bank account provided by Vendor. You agree that after LeafLink Financial purchases any Invoice from you that all amounts owed on that Invoice are due to LeafLink Financial. You further agree that any payment towards that Invoice received by Vendor after the sale of the related Invoice shall be held by Vendor in trust for the benefit of LeafLink Financial, and shall be delivered by Vendor to LeafLink Financial within 3 business days following receipt thereof. Each payment received by Vendor related to any Invoice sold to LeafLink Financial shall be applied to the specific Invoice or Invoices being paid as indicated by Approved Retailer. To the extent that a payment is made by an Approved Retailer directly to the Vendor and such payment does not indicate a specific Invoice for it to be applied to, Vendor shall consult with LeafLink Financial in good faith to determine accurate application of the payment. Vendor agrees that all unidentified funds received from Approved Retailers shall first be applied to any outstanding Invoices sold but not yet paid for by such Approved Retailer.

6. True Sale. You agree that all Invoices sold to LeafLink Financial under the Program are intended to be sales and that the sale and conveyance of each Invoice and all right and title thereto shall be absolute and irrevocable true sales by Vendor to LeafLink Financial that provide LeafLink Financial with the full benefits and burdens of ownership of such Invoice. Neither you, nor LeafLink Financial intend the transactions contemplated by the Program or this Agreement to be, or for any purpose to be characterized as, loans. You and LeafLink Financial agree to treat the transactions hereunder as true sales for all purposes under Applicable Laws and accounting principles, including in the books, records, computer files, tax returns (federal, state and local) (except upon a final determination by a taxing authority), regulatory and governmental filings (and shall reflect such sale in their respective financial statements) of you and LeafLink Financial, respectively. You agree to advise all persons inquiring about the ownership of the Invoices sold by you to LeafLink Financial under this Agreement that all such Invoices and rights thereto have been sold to LeafLink Financial.

7. Security Grant; Authorization to File Financing Statements. If, notwithstanding the intent expressed in Paragraph 6, the transfer and conveyance by Vendor to LeafLink Financial of any Invoices shall be characterized by a court of competent jurisdiction as a secured loan and not a sale, then, in such event, this Agreement shall constitute a security agreement under the Uniform Commercial Code as in effect in the State of New York (the “UCC”) and other Applicable Laws. For this purpose, you hereby grant to LeafLink Financial a security interest in all of your right, title and interest in, to and under the Invoices and any related documents between you and any Approved Retailer related to any Invoices sold or purportedly sold by Vendor and all proceeds of any thereof, to secure the timely payment and performance by you of all amounts owing to LeafLink Financial hereunder and any other obligations owing to LeafLink Financial hereunder. In the event this Agreement shall be characterized as a security agreement, LeafLink Financial shall have, in addition to the rights and remedies which it may have hereunder, all the rights and remedies provided to a secured party under the UCC and Applicable Laws, which rights and remedies shall be cumulative. You authorize LeafLink Financial (or its agent) to file at any time and from time to time such financing statements with respect to all Assigned Payment Documents naming Vendor as seller/debtor and LeafLink Financial as buyer/secured party, as LeafLink Financial may require. Vendor ratifies any such filling made before the date hereof.

8. You understand that LeafLink Financial has complete discretion as to whether a Retailer is approved for the Program and whether any offer is made to purchase any of your Invoices. LeafLink Financial may, at its option, establish a maximum credit limit applicable to any Approved 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 Vendor’s responsibility to designate and credential its employee(s) who will be users of the Program. All actions taken by a Vendor’s employees are the responsibility of the Vendor.

9. Additional Documents and Actions. You agree, at your expense, to promptly execute and deliver any instruments and documents, and take all further action that LeafLink Financial may reasonably request in order to perfect, protect or more fully evidence LeafLink Financial’s ownership of any Invoices sold hereunder, or to enable LeafLink Financial to exercise or enforce any of its rights hereunder.

10. 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 in 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.

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

a. You shall notify within 24 hours of Vendor, or of becoming aware of an Approved Retailer, receiving any material adverse communication from a Governmental Authority or from an Approved Retailer (as applicable) that would have a material adverse effect on Vendor’s or such Approved Retailer’s ability to conduct its business in compliance with all requirements of Applicable Laws.

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

c. Vendor 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. Vendor does not have any delinquent taxes or other outstanding charges due that could materially or adversely affect the Assigned Payment Documents or the Vendor.

e. The Assigned Payment Documents are genuine and the legal, valid, binding and enforceable obligation of the Vendor.

f. All parties to the Assigned Payment Documents had the legal capacity to enter into the Assigned Payment Documents and to execute and deliver the Assigned Payment Documents, and the Assigned Payment Documents have been duly and properly executed.

g. All parties to the Assigned Payment Documents are 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 Assigned Payment Documents of a type similar to the Assigned Payment Documents, 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 Assigned Payment Documents 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 Vendor 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.