Filing 20242053146

All of UMZU LLC's and its successors ("Seller") right, title and interest in and to the purchased amount of Future Receivables (defined below) acquired by CFT Clear Finance Technology Corp. ("Buyer") pursuant to the Clearco Agreement(s) between Seller and Buyer (as may be supplemented. amended, restated, modified or replaced from time to time). The sale of the Future Receivables pursuant to the Clearco Agreement(s) is intended by the parties thereto to be an outright sale of such Future Receivables and not intended to be, nor is it to be construed as, a financing or an assignment for securing the obligation of the Seller. In addition, the Clearco Agreement(s) prohibits Seller from entering into any cash advance, factoring, royalty, revenue share or similar arrangement that relates to or involves its Future Receivables with any other party, or entering into any new loan agreement secured by the Future Receivables until Seller has delivered to Buyer all amounts due under the Clearco Agreement(s).  "Future Receivables" include all future payments made by cash, check, ACH, direct or pre-authorized debit, wire transfer, credit card, debit card, charge card or other form of payment in connection with, arising from, related to or otherwise attributable to Seller's business, including for goods, services or facilities provided by Seller.