Commercial Revolving Promissory Note

FOR VALUE RECEIVED, Borrower hereby promises to pay to the order of CARE CASH GLOBAL, a California corporation (“Lender”), at such place as Lender may designate, the principal sum advanced under the Credit Facility established pursuant to the Master Commercial Revolving Credit and Accounts Receivable Security Agreement (the “Credit Agreement”), together with accrued interest, fees, costs, and all other Obligations.

This Note evidences a revolving commercial credit facility and does not by itself constitute a commitment by Lender to make any Advance.

The aggregate outstanding principal balance under this Note shall not exceed:

XXXXXXXXX Hundred Thousand Dollars ($XXX,000.00)

or such lesser amount as determined under the Borrowing Base provisions of the Credit Agreement.

Borrower acknowledges and agrees that all proceeds advanced under this Note shall be used solely for business and commercial purposes.

No proceeds shall be used for personal, family, or household purposes.

Outstanding principal balances shall accrue interest at the rate approved by Lender and disclosed in the applicable Credit Approval Notice, Advance Confirmation, Commercial Financing Disclosure, or other written agreement executed by the parties.

Interest shall accrue on the outstanding principal balance based upon a 365-day year and the actual number of days elapsed.

Borrower shall make bi-weekly payments through Automated Clearing House (“ACH”) transfers in accordance with the ACH Authorization Agreement and the payment schedule established by Lender.

Payments shall be applied in the following order:

• Collection costs;
• Fees and expenses;
• Accrued interest;
• Principal balance.

Lender may modify payment allocations as permitted by applicable law.

This Note shall mature upon the earliest of:

• (a) Ninety (90) days after the Effective Date;
• (b) Termination of the Credit Facility;
• (c) Acceleration following an Event of Default;
• (d) Any maturity date established in a renewal agreement.

Renewal shall occur only upon written approval by Lender.

Borrower may prepay all or any portion of the Obligations at any time without penalty.

Partial prepayments shall not affect Borrower’s future obligations unless expressly agreed by Lender.

Upon the occurrence of an Event of Default, all outstanding Obligations shall accrue interest at the otherwise applicable contract rate plus ten percent (10%) per annum, or the maximum rate permitted by applicable law, whichever is less.

Borrower shall pay any late fees, returned payment fees, administrative charges, and collection-related expenses permitted under applicable law and disclosed by Lender.

This Note is secured by:

• The Security Agreement;
• UCC Financing Statements;
• Accounts Receivable pledged as collateral;
• Controlled Accounts;
• Any Personal Guaranty;
• Any additional collateral provided to Lender.

Borrower acknowledges that the Accounts Receivable pledged under the Security Agreement constitute a material component of the collateral securing this Note.

Each Event of Default described in the Credit Agreement shall constitute an Event of Default under this Note.

Upon an Event of Default, Lender may declare all Obligations immediately due and payable without further notice, demand, presentment, protest, or other formalities to the fullest extent permitted by law.

Borrower shall reimburse Lender for all reasonable costs incurred in enforcing this Note, including:

• Attorneys’ fees;
• Court costs;
• Collection expenses;
• UCC filing costs;
• Investigation costs;
• Collateral enforcement costs.

Borrower waives:

• Presentment;
• Demand;
• Protest;
• Notice of dishonor;
• Notice of acceleration;

to the fullest extent permitted by law.

This Note shall be governed by and construed under the laws of the State of California.

Electronic signatures and electronically transmitted copies shall be deemed originals and fully enforceable.

This Note shall be interpreted together with:

• The Credit Agreement;
• The Security Agreement;
• Any Personal Guaranty;
• ACH Authorization Agreement;
• Controlled Account Agreement;
• Borrowing Base Certificate;
• All other Loan Documents.

In the event of a conflict, the Credit Agreement shall control unless otherwise specified.