ROOTS DOWN LLC

Future Receivables

Receivables- All Assets now owned or hereafter acquired and wherever located, including but not limited to, the following subcategories of assets: a. Accounts, including but not limited to, credit card receivables; b. Chattel Paper; c. Inventory; d. Equipment; e. Instruments, including but not limited to, Promissory Notes; f. Investment Property; g. Documents; h. Deposit Accounts: I Letter of Credit Rights; j. General Intangibles; k. Supporting Obligations; i. Letter of Credit Rights; j. General Intangibles; k. Supporting Obligations; & i. Proceeds and Products of the foregoing. NOTICE PURSUANT TO AN AGREEMENT BETWEEN DEBTOR AND SECURED PARTY, DEBTOR HAS AGREED NOT TO FURTHER ENCUMBER THE COLLATERAL DESCRIBED HEREIN. THE FURTHER ENCUMBERING OF WHICH MAY CONSTITUTE THE TORTIOUS INTERFERENCE WITH THE SECURED PARTYS RIGHT BY SUCH ENCUMBRANCES IN THE EVENT THAT ANY ENTITY IS GRANTED A SECURITY INTEREST IN DEBTORS ACCOUNTS, CHATTEL PAPER OR GENERAL INTANGIBLES CONTRARY TO THE ABOVE,

Secured Party has purchased certain "Future Receipts" from Debtor. "Future Receipts" means all payments made to Debtor by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card or other form of monetary payment in the ordinary course of Debtor's business.        Debtor and Secured Party intend that the sale of Future Receipts is a sale and not an assignment for security.        Notice:  Pursuant to the agreement between Debtor and Secured Party, Debtor is prohibited from obtaining any financing that impairs the value of the Future Receipts or Secured Party's right to collect same.        In the event that any entity is granted a security interest in Debtor's Future Receipts contrary to the above, the Secured Party asserts a claim to any proceeds thereof received by such entity.

All accounts receivable, other rights of payment of Borrower, and payments made to Borrower, however made, including, but not limited to, payments by cash, check, ACH, wire transfer or other electronic transfer, and Payment Card Receipts, in each case, arising out of the sale of goods and services by Borrower, together with all proceeds, including cash proceeds, of such receivables, rights of payment, and payments, now existing or hereafter created.