MCA General Contract US

Future Receivables Purchase Agreement

Master Terms  —  Version 1.0

These Master Terms, together with the Transaction Disclosure Summary (Schedule A) provided at the time of acceptance, form your complete Future Receivables Purchase Agreement with Dropp Labs Inc. By clicking "I Accept" during the offer flow, you agree to be bound by these Master Terms and the corresponding Schedule A.

These Master Terms are available at all times at tryslatehq.com/legal/us/mca-terms. Your Schedule A is emailed to you immediately following acceptance and contains all deal-specific financial terms and your ACH debit authorization.

Purchaser operates exclusively through electronic means and does not have physical branches. All contracting, disbursement, remittance, and communication under this Agreement occur digitally.

PARTIES

Each a "Party" and together the "Parties." The transaction to which these Master Terms apply was offered through the Platform Partner identified in Schedule A. Merchant acknowledges that: (i) the Platform Partner is not an agent, broker, or lender; (ii) Purchaser alone determined approval, pricing, and terms; (iii) Merchant did not rely on any representations by the Platform Partner; and (iv) the Platform Partner bears no liability under this Agreement.

1. DEFINITIONS

For purposes of this Agreement, the following terms have the meanings set out below. Terms defined in Schedule A have those definitions.

1.1  "Agreement"  means these Master Terms together with the Schedule A issued at the time of acceptance, and any amendments signed by both Parties.

1.2  "Business Day"  means any day other than a Saturday, Sunday, or US federal banking holiday recognized by the Federal Reserve.

1.3  "Effective Date"  means the date on which Merchant accepts this Agreement through the Platform's acceptance flow, as recorded in the audit log.

1.4  "Factor Rate"  means the multiplier specified in Schedule A applied to the Purchase Price to calculate the base receivables purchase amount.

1.5  "Factor Fee"  means the Purchase Price multiplied by (Factor Rate minus one), representing the cost component of the Purchased Amount above the Purchase Price.

1.6  "Purchase Price"  means the amount Purchaser pays to Merchant in exchange for the Purchased Amount, as specified in Schedule A.

1.7  "Purchased Amount"  means the total amount of Merchant's future Receivables sold to Purchaser, inclusive of the Management Fee, as specified in Schedule A.

1.8  "Receivables"  means all accounts, payment intangibles, credit card receivables, and other rights to payment arising from or relating to the sale of goods or services by Merchant in the ordinary course of business, excluding (i) proceeds from the sale or disposition of capital assets, (ii) insurance proceeds, (iii) government grants, subsidies, or tax refunds, and (iv) amounts received from litigation or legal settlements.

1.9  "Remittance Period"  means the period specified in Schedule A during which Merchant remits the applicable portion of Receivables.

1.10  "Estimated Remittance Amount"  means the fixed remittance amount per Remittance Period as specified in Schedule A, calculated as the Purchased Amount divided by the Term. Each remittance is allocated proportionally across three components — Purchase Price, Factor Fee, and Management Fee — based on each component's ratio to the Purchased Amount. These ratios remain constant regardless of any adjustment.

1.11  "Management Fee"  means USD 100.00, being a non-refundable fee covering administrative and processing costs, including up to two (2) returned payment events.

1.12  "Term"  means the estimated number of Remittance Periods as specified in Schedule A. The Term is an estimate only and may be extended or shortened based on actual remittances, adjustments under Section 3.4(b), or early completion under Section 3.6.

1.13  "Schedule A"  means the Transaction Disclosure Summary issued to Merchant at the time of acceptance, which sets out deal-specific financial terms, ACH debit authorization details, and party information, incorporated by reference into this Agreement.

2. PURCHASE AND SALE

2.1  Sale of Future Receivables

Merchant hereby sells, assigns, and transfers to Purchaser, and Purchaser hereby purchases from Merchant, the Purchased Amount of Merchant's future Receivables. This sale is absolute and irrevocable and constitutes a true sale, not a loan, financing, or secured transaction.

2.2  Risk of Collection

Purchaser assumes the risk that Merchant's actual Receivables may be insufficient to satisfy the full Purchased Amount. Merchant does not guarantee any minimum level of Receivables, and a shortfall does not create a debt obligation or deficiency owed by Merchant.

2.3  Purchase Price and Disbursement

In consideration for the sale of the Purchased Amount, Purchaser shall pay Merchant the Purchase Price specified in Schedule A within two (2) Business Days of the Effective Date, subject to satisfaction of the Condition Precedent in Section 24.

3. REMITTANCE

3.1  Remittance Obligation

On each Remittance Period, Merchant shall remit to Purchaser the Estimated Remittance Amount or such adjusted amount as determined under Section 3.4(b), until Purchaser has received the Purchased Amount or this Agreement otherwise terminates.

3.2  Remittance Estimates

The Estimated Remittance Amount is a fixed amount based on Merchant's historical Receivables. While actual Receivables may vary, the Estimated Remittance Amount remains fixed unless adjusted under Section 3.4(b). The estimated completion date stated in Schedule A is a projection only.

3.3  Revenue Decline

A temporary or permanent decline in Merchant's Receivables does not constitute a breach of this Agreement, provided Merchant continues to operate in good faith. Purchaser accepts the risk that Receivables may fluctuate.

3.4  Remittance Method and Adjustment

(a)  Fixed Remittances.  For administrative convenience, remittances shall be debited as a fixed Estimated Remittance Amount per Remittance Period based on Merchant's historical Receivables. This fixed amount is a collection mechanism only and does not convert this transaction into a loan or create a fixed debt obligation. Purchaser's underlying entitlement remains limited to the Purchased Amount of Merchant's actual future Receivables. Each remittance shall be allocated proportionally across the Purchase Price, Factor Fee, and Management Fee components per Section 1.10.

(b)  Revenue Decline Adjustment.  If Merchant's actual Receivables for any calendar month are less than 75% of the monthly Receivables baseline used to underwrite this Agreement, Merchant may request in writing that Purchaser adjust the Estimated Remittance Amount for future periods. Merchant shall provide documentation of actual Receivables. Any approved adjustment shall reflect the proportional decline in actual Receivables relative to that baseline: the adjusted Estimated Remittance Amount equals the original Estimated Remittance Amount multiplied by the ratio of Merchant's actual monthly Receivables to the baseline. Purchaser shall not unreasonably withhold such adjustment. Any adjustment takes effect within two (2) Remittance Periods and remains in effect until Merchant provides written notice that Receivables have recovered to at least 75% of the baseline, at which point the original amount reverts. Component allocation ratios per Section 1.10 remain constant regardless of any adjustment.

(c)  True Sale Preserved.  Notwithstanding the use of fixed Estimated Remittance Amounts, this transaction remains a true sale of future Receivables. Purchaser's entitlement is limited to the Purchased Amount of Merchant's actual future Receivables. The Revenue Decline Adjustment mechanism ensures remittance obligations remain tied to Merchant's actual business performance, and Merchant's inability to generate sufficient Receivables does not create a debt or deficiency owed to Purchaser.

3.5  Allocation of Remittances

All scheduled remittances received from Merchant shall be applied to the outstanding Purchased Amount, allocated proportionally across the Purchase Price, Factor Fee, and Management Fee components. Returned payment fees under Section 4.3 shall be collected as separate charges and shall not reduce the outstanding Purchased Amount or extend the Term.

3.6  Early Completion

Merchant may remit the remaining balance of the Purchased Amount at any time without penalty, allocated proportionally across all components per Section 1.10.

3.7  Commencement of Remittances

The first remittance shall be debited one (1) Remittance Period after the Effective Date. If a scheduled date falls on a non-Business Day, the remittance shall be debited on the next Business Day. No more than one regularly scheduled remittance shall be debited on any single Business Day.

3.8  Rounding

All remittance amounts and component allocations shall be rounded to two (2) decimal places using banker's rounding. Any cumulative rounding discrepancy shall be absorbed in the first scheduled remittance so that aggregate remittances equal the Purchased Amount exactly.

3A. CONDITIONAL PRICING CONCESSIONS

3A.1  Pricing Concession

Purchaser may, from time to time and in its sole discretion, offer Merchant a promotional rate, reduced Factor Rate, waived or reduced Management Fee or other fee, deferred remittance schedule, rebate, credit, or other modification to the standard economic terms applicable to a Purchase (each, a “Pricing Concession”). If any Pricing Concession applies to this Purchase, it may be reflected in Schedule A or in the offer materials provided to Merchant at the time of acceptance.

3A.2  Standard Pricing

“Standard Pricing” means the Factor Rate, Management Fee, remittance schedule, and other economic terms that would apply to the Purchase absent any Pricing Concession, as determined by Purchaser based on the rates, fees, and terms generally offered to similarly situated Merchants at the time of acceptance.

3A.3  Conditional Nature

Each Pricing Concession is expressly conditional on Merchant’s full and timely performance of all Remittance obligations under this Agreement.

3A.4  Concession Termination Events

A “Concession Termination Event” occurs upon any of the following: (a) a Remittance that is returned NSF, reversed, declined, or otherwise not received by Purchaser on the scheduled remittance date; (b) a Remittance not received in cleared funds within three (3) Business Days of the scheduled remittance date; (c) the revocation, cancellation, suspension, or invalidation by Merchant of any payment authorization granted under Section 4 without Purchaser’s prior written consent; or (d) the occurrence of any Event of Breach under Section 8.

3A.5  Effect

Upon a Concession Termination Event, each then-applicable Pricing Concession shall immediately and automatically terminate, without notice or further action by Purchaser. The Standard Pricing shall apply to the Purchase, and Purchaser shall promptly recalculate the Purchased Amount, Estimated Remittance Amount, and Term to reflect the Standard Pricing. All Remittances previously received by Purchaser shall be credited against the recalculated Purchased Amount. Unless otherwise agreed in writing, the Estimated Remittance Amount shall remain unchanged and the Term shall be extended as necessary so that aggregate Remittances equal the recalculated Purchased Amount. Purchaser shall provide Merchant with an updated remittance schedule by email within five (5) Business Days of the recalculation.

3A.6  No Penalty; True Sale Preserved

The Parties acknowledge and agree that this Section 3A is not a penalty or liquidated damages provision. The Standard Pricing reflects the Parties’ bargain absent the Pricing Concession, and each Pricing Concession is offered as a conditional accommodation rather than as a consolidated reduction to the Purchase Price or Purchased Amount. Termination of a Pricing Concession does not affect the characterization of any Purchase as a true sale of future Receivables under Section 5, nor does it alter the unconditional nature of Merchant’s remittance obligations.

4. ACH DEBIT AUTHORIZATION

4.1  Authorization

Merchant authorizes Purchaser and its designated payment processor(s) to initiate ACH debit entries against the bank account identified in Schedule A for: (i) the Estimated Remittance Amount (or any adjusted amount under Section 3.4(b)) on each Remittance Period until the Purchased Amount has been fully remitted; and (ii) any returned payment fees under Section 4.3. This authorization remains in effect until the Purchased Amount has been fully remitted or this authorization is revoked in accordance with Section 4.2.

4.2  ACH Terms

All ACH debit entries under this Agreement shall be initiated using the Corporate Credit or Debit (CCD) Standard Entry Class code, in accordance with the Nacha Operating Rules. Merchant represents that the bank account identified in Schedule A is a business bank account and that Merchant has full authority to authorize debits against it. Merchant may revoke this authorization by providing written notice to Purchaser at least three (3) Business Days before the next scheduled debit; however, revocation does not relieve Merchant of the obligation to remit the Purchased Amount by alternative means.

NOTICE WAIVER:  By accepting this Agreement, Merchant acknowledges that the Schedule A delivered at the time of acceptance constitutes complete written notice of the amount, frequency, and timing of ACH debits authorized under this Section 4. Merchant waives any right to additional advance notice of regularly scheduled debits and waives any right to advance notice of debits that vary from the Estimated Remittance Amount as a result of an adjustment under Section 3.4(b) or a returned payment fee under Section 4.3.

4.3  Management Fee and Returned Payment Fees

The Management Fee of USD 100.00 is included in the Purchased Amount and remitted proportionally across all Remittance Periods. For each returned payment beyond the second occurrence, Merchant shall pay an additional fee of USD 50.00 per occurrence, debited as a separate transaction. A returned payment due to temporary insufficient funds does not alone constitute an Event of Breach under Section 8.

4.4  Re-Presentment

If an ACH debit is returned for insufficient funds or any other reason permitted by the Nacha Operating Rules, Purchaser may re-present the debit up to two (2) additional times for the original amount, and one (1) additional time for any corrected amount, in accordance with Nacha rules.

4.5  Payment Service Provider

Purchaser uses Zum Rails Inc. (or such successor payment service provider as Purchaser may designate) to process ACH transactions on behalf of Purchaser as ultimate beneficiary. The processor name may appear on Merchant’s bank records.

5. OWNERSHIP, TRUE SALE, AND TRUST

5.1  True Sale

The Parties intend that the transfer of the Purchased Amount constitutes a true sale and absolute assignment of Merchant's future Receivables to Purchaser, and not a loan, financing, or secured transaction. The Purchase Price reflects a discount for risk, not interest on a loan.

5.2  Ownership

Upon execution and payment of the Purchase Price, Purchaser shall own the Purchased Amount of Merchant's future Receivables absolutely and unconditionally.

5.3  Trust

Until the Purchased Amount has been fully remitted, Merchant holds all Receivables subject to this Agreement in trust for Purchaser. Merchant acts as bare trustee with no beneficial interest in the portion constituting the Purchased Amount. Misappropriation or diversion of Receivables constitutes a breach of trust, not merely a failure to remit.

5.4  Security Interest (Defensive Only)

If a court or tribunal recharacterizes this transaction as a loan or secured transaction, Merchant hereby grants Purchaser a security interest in all present and future Receivables solely as a defensive measure. This does not reflect the Parties’ intent, which is a true sale. Merchant authorizes Purchaser to file UCC-1 financing statements in Merchant’s jurisdiction of organization (and any other jurisdiction Purchaser deems necessary) to perfect such interest under Article 9 of the Uniform Commercial Code, and shall promptly notify Purchaser of any change to Merchant’s legal name, jurisdiction of organization, or organizational identification number.

5.5  Usury Savings Clause

The Parties intend this Agreement to be a true sale and not a loan. If, notwithstanding the Parties’ intent, this Agreement or any payment hereunder is recharacterized as a loan or extension of credit, then in no event shall any amount paid or payable under this Agreement be construed as interest in excess of the maximum rate permitted by applicable law. Any such excess shall, at Purchaser’s election, be either (i) credited against the Purchased Amount or (ii) refunded to Merchant.

6. REPRESENTATIONS AND WARRANTIES

Merchant represents and warrants, to Merchant's knowledge:

(a)  Merchant is a business entity duly organized and validly existing under the laws of its jurisdiction of formation.

(b)  The execution and performance of this Agreement has been duly authorized.

(c)  All material information provided is true, accurate, and complete in all material respects.

(d)  Merchant has good and marketable title to the Receivables, free and clear of any material liens or encumbrances.

(e)  Merchant has not sold, assigned, or encumbered the Receivables to any other party.

(f)  Neither Merchant nor any of its beneficial owners (as defined under 31 C.F.R. § 1010.230) is a person or entity (i) listed on the Specially Designated Nationals and Blocked Persons List maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), (ii) located, organized, or resident in a country or territory that is the subject of comprehensive U.S. sanctions, or (iii) otherwise the target of U.S. sanctions.

(g)  The beneficial ownership information provided to Purchaser as part of the Condition Precedent in Section 24 is true, accurate, and complete, and Merchant will promptly notify Purchaser of any material change to that information during the Term.

(h)  Merchant is in compliance in all material respects with the USA PATRIOT Act and all other applicable anti-money laundering and counter-terrorism financing laws.

7. COVENANTS

Merchant covenants that, until the Purchased Amount has been fully remitted:

(a)  Merchant will not sell, assign, or encumber any Receivables to any other party, nor enter into any other merchant cash advance, revenue-based financing, or similar arrangement, without Purchaser's prior written consent.

(b)  Merchant will promptly notify Purchaser of any material change in its business or ability to generate Receivables.

(c)  Merchant will continue to operate its business in good faith in the ordinary course.

(d)  Merchant will maintain the bank account identified in Schedule A as an active, in-good-standing business deposit account, and will not place a stop payment, ACH block, or similar instruction against debits initiated by Purchaser or its designated processor in respect of authorized remittances under this Agreement.

8. BREACH

8.1  Events of Breach

Each of the following constitutes an Event of Breach:

(a)  Fraud, intentional misrepresentation, or willful misconduct by Merchant.

(b)  Deliberate diversion, misappropriation, or concealment of Receivables.

(c)  Willful shutdown or cessation of business operations to evade remittance obligations.

(d)  Sale, assignment, or encumbrance of Receivables to a third party without Purchaser's consent, unless cured within ten (10) Business Days of written notice.

(e)  Voluntary bankruptcy filing or assignment for the benefit of creditors.

8.2  Not Events of Breach

The following do not constitute Events of Breach: (i) a decline in Receivables due to ordinary business conditions, market fluctuations, or seasonal factors; (ii) temporary insufficient funds causing a returned payment; (iii) an involuntary bankruptcy proceeding dismissed within sixty (60) days; or (iv) an approved adjustment under Section 3.4(b).

8.3  Remedies

Upon an Event of Breach involving bad faith, fraud, or intentional misconduct (Sections 8.1(a)–(c) and (e)), Purchaser may declare the entire remaining Purchased Amount immediately due. For other Events of Breach, Purchaser may exercise any available remedies at law or equity, but may not accelerate the Purchased Amount solely due to reduced Receivables or business decline.

8.4  Enforcement Costs

In connection with any Event of Breach, Merchant shall reimburse Purchaser for all reasonable enforcement costs, including actual attorneys’ fees and costs.

8.5  No Confession of Judgment

Notwithstanding any other provision of this Agreement, Purchaser shall not seek, and Merchant shall not be required to execute, any confession of judgment, cognovit note, or similar instrument in favor of Purchaser. Any provision purporting to authorize a confession of judgment is void.

9. FORCE MAJEURE

Neither Party shall be liable for delays or failures in performance resulting from circumstances beyond its reasonable control, including natural disasters, pandemics, government actions, war, terrorism, labor disputes, or infrastructure failures. If such an event materially affects Merchant's ability to generate Receivables, the Parties shall cooperate in good faith to adjust remittance terms. Platform outages, payment processor disruptions, and seasonal revenue fluctuations may temporarily affect remittance amounts without constituting a breach.

10. CONFIDENTIALITY

Each Party agrees to maintain the confidentiality of all non-public information received from the other Party and to use such information solely for purposes of this Agreement. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law.

11. AUDIT RIGHTS

Upon at least five (5) Business Days' written notice, Purchaser may inspect Merchant's books, records, and systems relating to Receivables to verify compliance, no more than once per calendar quarter, during normal business hours. Purchaser shall maintain the confidentiality of any information obtained.

12. LIMITATION OF LIABILITY

NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR BUSINESS OPPORTUNITIES, ARISING FROM OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing limitation does not apply to (i) Merchant’s obligation to remit the Purchased Amount, (ii) liability for fraud, intentional misconduct, or willful misappropriation, or (iii) Guarantor’s obligations under Section 23.

13. ASSIGNMENT

Purchaser may assign, transfer, or grant a security interest in this Agreement and any rights hereunder without Merchant's consent. Merchant may not assign this Agreement without Purchaser's prior written consent.

14. PRIVACY

Purchaser handles personal information in accordance with applicable U.S. federal and state privacy laws, including, where applicable, Title V of the Gramm-Leach-Bliley Act, the California Consumer Privacy Act, and analogous state laws. Merchant consents to Purchaser collecting, using, and disclosing personal information as necessary to administer this Agreement, verify information provided, assess creditworthiness, and enforce Purchaser’s rights. Purchaser may share information with the Platform Partner, payment processors, and service providers bound by confidentiality obligations. Purchaser’s current US privacy notice is available at tryslatehq.com/legal/us/privacy.

15. GOVERNING LAW AND JURISDICTION

This Agreement is governed by the laws of the State of Delaware, without regard to its conflict of laws principles, and applicable U.S. federal law. The Parties submit to the exclusive jurisdiction of the state and federal courts located in New Castle County, Delaware, for any action arising out of or relating to this Agreement. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT.

16. ELECTRONIC ACCEPTANCE

This Agreement is formed electronically under the federal Electronic Signatures in Global and National Commerce Act (15 U.S.C. §§ 7001–7031) and the Uniform Electronic Transactions Act as enacted in Delaware (and, where applicable, in Merchant’s state of formation). Merchant’s click of "I Accept" constitutes a valid electronic signature and binding acceptance of these Master Terms and the corresponding Schedule A, with the same legal effect as a handwritten signature. An audit log capturing the date, time, IP address, and version of Master Terms accepted is maintained by Purchaser as evidence of acceptance.

If Merchant believes a material error was made during the electronic acceptance process — including errors in any information submitted as part of the application — Merchant must notify Purchaser in writing within forty-eight (48) hours of the acceptance timestamp. Purchaser will work with Merchant in good faith to verify and correct any confirmed errors prior to disbursement. After disbursement, corrections may only be made by written amendment signed by both Parties.

17. WAIVERS AND AMENDMENTS

No waiver of any breach shall constitute a waiver of any other breach. No amendment shall be effective unless in writing and signed by both Parties.

18. SEVERABILITY

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall continue in full force and effect.

19. SURVIVAL

Sections 3A, 5, 8, 10, 12, 14, 15, 21A, 23, and 24 shall survive termination or expiration of this Agreement.

20. ENTIRE AGREEMENT

These Master Terms together with Schedule A constitute the entire agreement between the Parties and supersede all prior discussions or representations.

21. NOTICES AND RECORDS

All notices shall be in writing and sent to the addresses in Schedule A or by email to [email protected]. Purchaser shall use the email address provided by Merchant during the application process. Electronic confirmation of each remittance debit will be sent to Merchant within one (1) Business Day of the transaction. Merchant may request a complete remittance history and copies of all documents executed under this Agreement at any time by contacting [email protected]. Purchaser will provide such records within five (5) Business Days at no charge.

21A. DISPUTE RESOLUTION PROCEDURE

If Merchant disputes any remittance debit or other charge under this Agreement, Merchant must notify Purchaser in writing within ninety (90) days of the disputed transaction. Purchaser will acknowledge the dispute within five (5) Business Days and provide a written determination within thirty (30) Business Days. Where resolution requires review of third-party records, Purchaser may extend this period by an additional fifteen (15) Business Days upon written notice to Merchant. This procedure does not limit either Party’s right to pursue available remedies at law, including the right of Merchant to dispute an unauthorized ACH debit through Merchant’s bank in accordance with the Nacha Operating Rules.

21B. ELECTRONIC COMMUNICATIONS

Transactional messages relating to this Agreement — including remittance confirmations, adjustment notices, breach notifications, and document delivery — are not commercial electronic mail messages under the CAN-SPAM Act (15 U.S.C. § 7701 et seq.) and do not require separate consent. Purchaser will only send commercial electronic mail messages to Merchant for purposes unrelated to administering this Agreement if Merchant has provided express consent. Merchant may withdraw consent to receive commercial electronic mail messages at any time using the opt-out mechanism provided in those messages or by emailing [email protected]. By providing a mobile telephone number, Merchant consents to receive transactional SMS messages relating to this Agreement; standard message and data rates may apply. Merchant may withdraw consent to receive non-transactional SMS messages at any time by replying STOP. Withdrawal of consent does not affect the validity or enforceability of this Agreement.

22. ACKNOWLEDGMENTS

By accepting this Agreement, Merchant acknowledges and agrees that:

(a)  This transaction is a purchase and sale of future receivables, not a loan.

(b)  Purchaser bears the risk that Receivables may be insufficient to satisfy the Purchased Amount.

(c)  Remittances do not create a fixed debt obligation, and Merchant's inability to generate sufficient Receivables does not create a deficiency owed to Purchaser.

(d)  Merchant has had the opportunity to seek independent legal advice.

(e)  Merchant did not rely on any representations by the Platform Partner.

(f)  If a Guarantor is identified in Schedule A, that individual understands that personal liability is limited solely to bad acts under Section 23.

23. LIMITED PERSONAL GUARANTEE

23.1  Guarantor

The individual identified as Guarantor in Schedule A (the "Guarantor") personally guarantees Merchant's obligations under this Section 23 only.

23.2  Scope of Guarantee

Guarantor unconditionally and irrevocably guarantees to Purchaser payment of all losses, damages, costs, and expenses (including actual attorneys’ fees and costs) incurred by Purchaser arising directly from:

(a)  Fraud, intentional misrepresentation, or willful misconduct (Section 8.1(a));

(b)  Deliberate diversion, misappropriation, or concealment of Receivables (Section 8.1(b));

(c)  Willful shutdown or cessation of business to evade remittance obligations (Section 8.1(c)); or

(d)  Sale, assignment, or encumbrance of Receivables without Purchaser's consent not cured within ten (10) Business Days of written notice (Section 8.1(d)).

23.3  Limitation — Not a Payment Guarantee

This guarantee is strictly limited to Section 23.2. Guarantor does not guarantee: (a) payment or collection of the Purchased Amount; (b) Merchant's ability to generate Receivables; (c) remittance of any amounts due; or (d) any shortfall or loss from a decline in Merchant's business. Nothing in this Section 23 converts this transaction into a loan or imposes personal liability on Guarantor for commercial risk.

23.4  Waivers

Guarantor waives: (a) notice of acceptance; (b) presentment, demand, protest, and notice of dishonor; (c) any requirement that Purchaser proceed against Merchant before proceeding against Guarantor; and (d) any defense arising from any modification, extension, or forbearance granted to Merchant.

23.5  Independent Obligation

This guarantee is continuing and shall remain in full force until all claims under Section 23.2 are resolved. Guarantor's obligations are independent of Merchant's and shall not be affected by any invalidity or unenforceability of Merchant's obligations.

23.6  Guarantor Acknowledgment

Guarantor acknowledges having read and understood this Agreement, having had the opportunity to seek independent legal advice, and voluntarily accepting personal liability solely for the matters in Section 23.2.

24. CONDITION PRECEDENT TO EFFECTIVENESS

This Agreement does not take effect and is not binding on either party unless and until Merchant has completed: (a) submission of all required application information, including a completed IRS Form W-9 and beneficial ownership certification consistent with 31 C.F.R. § 1010.230; (b) identity and business verification for all required signatories through Purchaser’s designated verification process, including OFAC screening; and (c) successful linking of Merchant’s business bank account through the designated open banking or account verification process. If any step remains incomplete, this Agreement is of no force or effect.

Dropp Labs Inc.  |  Delaware corporation (file no. 10098854)

[email protected]  |  Master Terms (US) v1.0  |  Effective May 7, 2026