Notice of Broker Program Requirements

Due to changes in state laws that now impose registration and/or disclosure requirements on companies that provide commercial or business-purpose financing, Funding Metrics, LLC and its subsidiaries and affiliates (collectively, “we”, “us” or “FM”) are obliged to develop a program (the “Broker Program”) for dealing with independent service organizations, broker, marketers, or other third-party service providers (collectively, “Brokers”) who participate in our transactions with potential customers (“Merchants”).

The purpose of this Notice is to inform you of the new requirements of our Broker Program. We will monitor Brokers for compliance with Broker Program requirements. Please note that failure to comply with the requirements of the Broker Program may result in a suspension or discontinuation of our relationship with a Broker and/or termination of any agreement with a Broker, in accordance with the terms of that agreement.

We may update the Broker Program from time to time by notifying you in writing of any changes to the Broker Program.

REQUIREMENTS FOR NEW YORK MERCHANTS

EFFECTIVE IMMEDIATELY

Definitions

1. A “New York Merchant” means a business that is principally directed or managed from New York. If a business provides a New York address on an application, the Broker must assume that the business is a “New York Merchant.”

2. A “Specific Offer” means a written communication (including e-mail and text message) that includes both:

a. Any payment amount, irregular payment amount, or financing amount, and

b. Any rate, price, or cost of financing, including the total repayment amount.

Requirements:

1. A Broker shall not refer any New York Merchant to FM for any revenue-based financing transaction unless the Broker is registered to do business in New York.

2. All New York submissions must contain four (4) months of bank statements for each account.

3. Fees may no longer be charged outside of the contract.

4. If FM instructs a Broker to communicate two or more financing options to a New York Merchant:

a. The Broker must communicate all of the financing options to the New York Merchant at the same time; and

b. The Broker must communicate to FM which, if any, of the financing options the New York Merchant selects.

5. If FM provides a Broker with a Specific Offer for a New York Merchant, FM will provide the Broker with a New York Disclosure. The Broker shall not change or alter the Specific Offer or New York Disclosure in any way.

6. The Broker must transmit the New York Disclosure to the New York Merchant at the same time the Broker transmits the Specific Offer.

7. Within 24 hours after the Broker has transmitted a New York Disclosure to a New York Merchant, the Broker must provide FM with acceptable evidence of the date and time of the transmission. Acceptable evidence includes:

a. A copy of an e-mail sent to a New York Merchant in which a New York Disclosure is an attachment; or

b. A copy of a signed and dated New York Disclosure.

8. A Broker must promptly provide FM with a copy of any New York Disclosure signed by a New York Merchant.

9. If the Broker uses an electronic record or method to provide a New York Disclosure, then the Broker must ensure that the process for obtaining the electronic signature includes an automatic date stamp recording the date on which the New York Merchant’s electronic signature was obtained.

10. A Broker who provides a New York Disclosure must provide the New York Merchant with a copy of the New York Disclosure in a form that the New York Merchant may retain.

REQUIREMENTS FOR VIRGINIA MERCHANTS

EFFECTIVE IMMEDIATELY

Definitions:

1. A “Virginia Merchant” means a business whose principal place of business is in Virginia. If a business provides a Virginia address in an application, the Broker must assume that the business is a “Virginia Merchant.”

2. “Virginia Disclosure” means the disclosure required by Virginia’s Sales-Based Financing Disclosure Law.

Requirements:

1. A Broker shall not refer any Virginia Merchant to FM or any sales-based financing transaction unless the Broker is registered with the Virginia Bureau of Financial Institutions as a “sales-based financing broker.”

2. If FM provides a Broker with a contract for a Virginia Merchant, FM also will provide the Broker with a Virginia Disclosure. The Broker shall not change or alter a contract or a Virginia Disclosure in any way.

3. If a Virginia Merchant accepts a contract, the Broker must ensure that the Virginia Merchant signs and dates both the contract and the Virginia Disclosure.

4. The Broker must promptly provide FM with a copy of any contract and Virginia Disclosure signed by a Virginia Merchant.

REQUIREMENTS FOR CALIFORNIA MERCHANTS

EFFECTIVE DECEMBER 9, 2022

Definitions:

1. A “California Merchant” means a business that is principally directed or managed from California. If a business provides a California address in an application, the Broker must assume that the business is a “California Merchant.”

2. A “Specific Offer” means a written communication (including e-mail and text message) that includes both: a. Any payment amount, irregular payment amount, or financing amount, and b. Any rate, price, or cost of financing, including the total repayment amount.

3. “California Disclosure” means the disclosure required by California’s Commercial Financing Disclosure Law.

Requirements:

1. A Broker shall not refer any California Merchant to FM for any revenue-based financing transaction unless the Broker is licensed with the California Department of Financial Protection and Innovation as a “broker” under the California Financing Law.

2. All California submissions must contain four (4) months of bank statements for each account.

3. Fees may no longer be charged outside of the contract.

4. If FM instructs a Broker to communicate two or more financing options to a California Merchant:

a. The Broker must communicate all of the financing options to the California Merchant at the same time; and

b. The Broker must communicate to FM which, if any, of the financing options the California Merchant selects.

5. If FM provides a Broker with a Specific Offer for a California Merchant, FM will provide the Broker with a California Disclosure. The Broker shall not change or alter the Specific Offer or California Disclosure in any way.

6. The Broker must transmit the California Disclosure to the California Merchant at the same time the Broker transmits the Specific Offer.

7. Within 24 hours after the Broker has transmitted a California Disclosure to a California Merchant, the Broker must provide FM with acceptable evidence of the date and time of the transmission. Acceptable evidence includes:

a. A copy of an e-mail sent to a California Merchant in which a California Disclosure is an attachment; or

b. A copy of a signed and dated California Disclosure.

8. A Broker must promptly provide FM with a copy of any California Disclosure signed by a California Merchant.

9. If the Broker uses an electronic record or method to provide a California Disclosure, then the Broker must ensure that the process for obtaining the electronic signature includes an automatic date stamp recording the date on which the California Merchant’s electronic signature was obtained.

10. A Broker who provides a California Disclosure must provide the California Merchant with a copy of the California Disclosure in a form that the California Merchant may retain.

REQUIREMENTS FOR UTAH MERCHANTS

EFFECTIVE JANUARY 1, 2023

Definitions:

1. A “Utah Merchant” means a business located in Utah. If a business provides a Utah address in an application, Broker must assume that the business is a “Utah Merchant.”

2. “Utah Disclosure” means the disclosure required by Utah’s Commercial Financing Registration and Disclosure Act.

Requirements:

1. If FM provides a Broker with a contract for a Utah Merchant, FM will also provide the Broker with a Utah Disclosure. The Broker shall not change or alter a contract or a Utah Disclosure in any way.

2. If a Utah Merchant accepts a contract, the Broker must ensure that the Utah Merchant signs and dates both the contract and the Utah Disclosure.

3. The Broker must promptly provide FM with a copy of any contract and Utah Disclosure signed by a Utah Merchant.