Filing 20132057999

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.