Rebate Agreement

Program Information Summary:

Quick-Pay Rebate Program Agreement

This document outlines the Quick-Pay rebate program (“QP Rebate Agreement”) provided by Produce Pay Inc. (“ProducePay”). The program is designed for Quick-Pay factoring clients and provides for rebates to a Seller related to a separate ProducePay Factoring Contract (“QP Factoring Contract”) between the Seller and ProducePay (both of whom are referred to herein as a “Party” and are referred to collectively as the “Parties”).

The terms of this QP Rebate Agreement may be reviewed and modified by ProducePay annually or from time to time. These terms are effective as of the Effective Date in the Parties’ QP Factoring Contract and will remain in effect until any modifications are agreed upon in writing by the Parties. The QP Rebate Agreement will commence, end, renew, or terminate according to the terms of the QP Factoring Contract. The Seller will not be entitled to any rebate if the QP Factoring Contract is terminated, or if the QP Factoring Contract is breached by Seller. ProducePay reserves the right to enforce any rights related to purchased receivables.

Calculation of Rebate

For the purposes of calculating any volume commitment rebate or accounts receivable performance incentive Seller may be eligible to receive under this program, the following shall be used with respect to each receivable (“Invoice”) ProducePay purchases from Seller. If the Seller has executed a Quick-Pay Pricing Addendum and/or QP at Transit Addendum (“QP Addendums”) to the QP Factoring Contract, then the Seller shall be entitled to a Rebate of all timely collections on an Invoice over and above ProducePay’s Initial Purchase Price and Total Anticipated Factoring Discount (“Total AFD”) as set forth in the QP Addendums. ProducePay is entitled to retain the Total AFD before any Rebate is paid.

An Invoice will be deemed timely paid if it is paid-in-full on or before the due date set forth on the Invoice. The parties acknowledge and agree that Account Debtor will be deemed to have paid Produce Pay on the date the payment is received by ProducePay from Account Debtor, provided that the Account Debtor’s check or other payment method clears and posts to Produce Pay’s account as available funds and is otherwise honored by the Account Debtor’s financial institution.

For any Invoice that is not paid-in-full by the due date, the eligible Rebate shall be reduced by a daily rate calculated using the Daily Quick-Pay Rebate Reduction Rate (the “QP RRR”). The QP RRR shall be the result of dividing the Total AFD by the number of payable days identified in the QP Pricing Addendum for a timely payment of the Invoice. The resulting QP RRR will then be multiplied by the face value of the Invoice and the number of days that the Invoice is past due to determine the Daily Rebate Reduction. The Maximum Seller Rebate is calculated by subtracting the sum of the Initial Purchase Price for an Invoice and the Total AFD from the face value of the Invoice. The Daily Rebate Reduction will then be applied to the Maximum Seller Rebate for each day the Invoice is past due to determine the Total Rebate. If the repayment of the Invoice is substantially late, resulting in total Daily Rebate Reductions that when subtracted from the face value of the Invoice result in a value less than or equal to the Initial Purchase Price paid to Seller, then Seller shall not be entitled to any Rebate.

For ease of reference, the aforementioned terms are calculated as follows:

QP RRR = Total AFD/Payable Days

Maximum Seller Rebate = Invoice Value – (Initial Purchase Price + (Total AFD * Invoice Value))

Daily Rebate Reduction = QP RRR * Invoice Value * # of Days past due calculated according to the aforementioned Payment Terms

Total Rebate = Maximum Seller Rebate – Daily Rebate Reduction

Total Rebate ≥ 0

Seller shall not be responsible for returning any amount Seller has received as an Initial Purchase Price, unless (a) the Invoice was the product of the Seller’s fraud, or (b) the Seller has violated any other covenant or made any misrepresentation relating to the Invoice or Seller’s title to the Invoice.

If no QP Pricing Addendum and/or QP at Transit Addendum has been executed, or no Anticipated Factoring Discount has been otherwise defined in a writing between the Parties, then this QP Rebate Agreement assumes that the Total AFD for ProducePay shall equal 20% of the face value of the applicable Invoice.

Rebate Payment Terms

ProducePay will typically calculate and pay any Rebate due to Seller within one (1) business day from the date upon which the associated Invoice has been paid-in-full and posts to ProducePay’s account. Payment of a rebate may be delayed by the timing of when the Account Debtor’s payment is received and any bank holidays or closures. Rebates should be paid no later than five (5) business days from the date of the receipt of, and successful deposit of, Account Debtor’s full payment of the Invoice. ProducePay may retain any Rebate and apply it as an off-set to any balance that Seller owes to ProducePay arising from any other existing obligation between the Parties. For invoices based on consignment transactions, Seller expressly acknowledges that ProducePay relies on Seller’s representations concerning the historical and permissible deductions and off-sets claimed by the consignee Account Debtor, and calculates the Initial Purchase Price based on those representations. In such instances, if the final collected amount from a consignment Invoice is lower than the Initial Purchase Price due to a consignee Account Debtor’s application of deductions, including but not limited to costs, allowances, claims, and adjustments made by the consignee Account Debtor, ProducePay may retain any Rebates otherwise due to the Seller as needed to recover the Initial Purchase Price for such Consignment Invoice.

This Rebate Program is offered to Seller based on Seller’s performance in selling high-performing Produce-related accounts receivables in substantial volumes. In the event that Seller has two (2) consecutive months wherein at least twenty percent (20%) of the cumulative total Invoice value of the Produce-related accounts receivables acquired by ProducePay from Seller is in default, the Seller’s eligibility for the Rebate Program shall be suspended. Any unpaid Rebates at the time of the suspension shall immediately become the property of ProducePay, and ProducePay shall have no obligation to apply such unpaid Rebates to off-set any debts or obligations owed by the suspended Seller to ProducePay. The suspended Seller shall immediately become eligible for Rebates again once the Seller has a calendar month in which no more than ten percent (10%) of the total Invoice value of the Produce-related accounts receivables sold to ProducePay is in default. Once the suspension is lifted, Seller may recover Rebates for any accounts receivables purchased by ProducePay after (but not before) the Seller was reinstated into the Rebate Program.