GOTHAM CITY TAVERN GROUP

General Description
1. COLLATERAL SECURING OBLIGATIONS TO SECURED PARTY:  ALL OF DEBTOR'S PERSONAL PROPERTY AND FIXTURES, TANGIBLE AND INTANGIBLE, WHEREVER LOCATED, WHETHER NOW OWNED OR HEREAFTER ACQUIRED OR ARISING, AND ALL PROCEEDS AND PRODUCTS THEREOF (THE "COLLATERAL"), INCLUDING WITHOUT LIMITATION: ALL EQUIPMENT, FURNITURE, ARTWORK, INVENTORY, INSTRUMENTS, INVESTMENT PROPERTY, DOCUMENTS, GENERAL INTANGIBLES, DEPOSITS, CONTRACT RIGHTS, TRADENAMES, TRADEMARKS, PATENTS, SUPPORTING OBLIGATIONS, PAYMENT INTANGIBLES, CHATTEL PAPER, COMMERCIAL TORT CLAIMS, LICENSES, LIQUOR LICENSES, PERMITS, FRANCHISE AGREEMENTS, PAYMENTS DUE FROM CREDIT CARD AND BANK CARD COMPANIES OR PROCESSORS, ACCOUNTS RECEIVABLE, ACCOUNTS, LEASES, DEPOSIT ACCOUNTS, REFUNDS OF BONDS, MONIES DUE OR TO BECOME DUE FROM THE STATE LIQUOR AUTHORITY AND/OR STATE DIVISION OF ALCOHOLIC BEVERAGE CONTROL AND, TO THE EXTENT NOT LISTED ABOVE AS ORIGINAL COLLATERAL, ALL PRODUCTS AND PROCEEDS OF ALL OF THE COLLATERAL IN WHATEVER FORM, INCLUDING, WITHOUT LIMITATION, ALL PAYMENTS UNDER INSURANCE, WHETHER OR NOT SECURED PARTY IS THE LOSS PAYEE THEREOF, ALL PROCEEDS OF ANY GOVERNMENTAL TAKING, AND ANY INDEMNITY, WARRANTY, LETTER OF CREDIT (INCLUDING THE RIGHT TO DRAW ON SUCH LETTER OF CREDIT), OR GUARANTY PAYABLE BY REASON OF ANY DEFAULT UNDER, LOSS OF, DAMAGE TO OR OTHERWISE WITH RESPECT TO, ANY OF THE FOREGOING; AND 2.  SALE OF ACCOUNTS BY DEBTOR:  ALL OF DEBTOR'S RIGHT, TITLE AND INTEREST IN AND TO THOSE CERTAIN ACCOUNTS SOLD BY DEBTOR PURSUANT TO THAT CERTAIN DINING CREDITS PROGRAM AGREEMENT (AS AMENDED, RESTATED, RENEWED, REPLACED, OR OTHERWISE MODIFIED FROM TIME TO TIME) ENTERED INTO BETWEEN THE DEBTOR AND REWARDS NETWORK ESTABLISHMENT SERVICES INC. ("SECURED PARTY") AND THOSE ACCOUNTS SOLD BY DEBTOR TO SECURED PARTY IN LIKE AGREEMENTS.

Certain future credit card, debit card, bank card and other charge card (credit card) receivables sold by Gotham City  Tavern Group as Seller, and purchased by Rapid Capital Funding II, LLC as Buyer, pursuant to that certain merchant  agreement between seller and purchaser regarding the sale of future receivables dated 6/10/2013 (The Agreement). The  sale of the future receivables pursuant to the agreement is intended by the parties thereto to be an outright sale of such  future receivables and not to intend to be, nor is it to be construed as a financing or an assignment for securing the  obligations of the seller.
In addition, the agreement prohibits seller from incurring any debt, transferring future  receivables to any other person or granting any security interests in its accounts receivable or other assets until buyer  has received all amounts due under the agreement. Seller grants to Buyer a continuing security interest in (i) all of  Merchant's accounts, deposit accounts, chattel paper, goods, inventory, equipment, instruments, causes of action  (including tort claims), investment property, documents, and general intangibles (including trademarks, service marks,  trade names, patents, copyrights, licenses and franchises), as such terms are defined in the UCC, as revised and in  effect, (ii) all reserves and reserve accounts maintained by Seller's credit card processor(s), (iii) all Future Receivables,
as herein defined, (iv) all other assets and personal property of the Seller, and (v) all products and proceeds thereof,  including but not limited to insurance proceeds. Buyer shall have all rights and be entitled to all benefits afforded to a  secured creditor under the Uniform Commercial Code (UCC) or otherwise at law.

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.