2. Peblo provides financing services via and/or the Peblo mobile application (either technology being referred to as the “Peblo Platform”).

  1. Customer wishes to offer to Peblo, on an exclusive basis, the option to purchase certain of its invoice receivables (“Invoices”) relating to services (“Services”) provided to its customers (each a “Counterparty” and together “Counterparties”) during the term of this Agreement, and Peblo may agree to purchase such Invoices in its sole discretion.

  1. These General Terms and Conditions (“Agreement”) together with any and all commercial terms sheets executed by Customer (“Commercial Terms Sheet”), information provided via the Peblo Platform in relation to a brand deal, any Purchase Confirmations (as defined below) and any other ancillary documents agreed between Peblo and Customer (each a “Party” and together the “Parties”) comprise the Peblo Customer Agreement.

  1. Customers who wish to use the Peblo Platform must set up an account on the Peblo Platform and provide the Customer Information (as defined in the Platform Terms). This Agreement is therefore also subject to compliance with any terms of use associated with the Peblo Platform published or otherwise made available to Customer from time to time (the “Platform Terms”).

  2. To initiate a request for Peblo to purchase an Invoice using the Peblo Platform (a “Purchase Request”), Customer shall provide Peblo with all required details of the relevant underlying contracts for Services with Counterparty (“Counterparty Agreement”), including a copy of the relevant Counterparty Agreement, details of (i) Counterparty; (ii) the value of the Services to be delivered and invoiced (“Invoice Face Value”); (iii) the payment terms; (iv) the applicable service provider; (v) all other relevant legal, commercial and performance terms and requirements relating to the Services, including evidence that all Services have been performed; (vi) if requested in the Commercial Terms Sheet, the gross revenue generated by Customer as at the date of the Purchase Request (the “Gross Revenue”); and (vii) any additional information reasonably required by Peblo for the purposes of its internal review process (“Deliverables”). Customer agrees to provide any such additional information required in a timely manner and will procure any such information from Counterparties if reasonably required by Peblo to do so (the information required under this clause 2.1 being the “Contract Information”). Where, acting in its sole discretion, the purchase of the relevant Invoice has been initially approved by Peblo, it will notify Customer of such initial approval and provide Customer with a Commercial Terms Sheet for execution.

  1. Customer shall provide (i) confirmation of Deliverables to Peblo in a form acceptable to Peblo; and (ii) written confirmation (email or screenshot sufficient) from Counterparty acknowledging the proposed purchase of the Invoice by Peblo and confirming Counterparty’s agreement to discharge the Invoice Face Value in favour of Peblo. Provided that (i) Peblo is satisfied with such confirmations; (ii) Peblo has completed, to its satisfaction, any anti-money laundering and/or “know-your-customer” checks required; and (iii) any other applicable conditions set out in this Agreement have been satisfied (including, if set out in the Commercial Terms Sheet, the Purchase Cap Condition and the Minimum Volume Condition), Peblo may confirm its agreement to purchase the Invoice by sending a purchase confirmation email or notification via the Peblo Platform (“Purchase Confirmation”).

  2. Purchase and Sale. Upon completion of the process described in clause 2 and any onboarding process Counterparty requires Peblo to complete, and in consideration of the Purchase Price, Customer hereby sells, assigns and transfers the Invoice identified in such Purchase Confirmation having the Invoice Face Value due and owning to Customer to Peblo, making Peblo the absolute owner of such Invoice. Peblo agrees to accept the assignment of the Invoice and agrees that as of the Invoice date, the Invoice will be irrevocably, unconditionally and absolutely assigned to, owned and controlled by and vested solely in Peblo. Subject to clause 3.10(Reserves) (If applicable), Peblo shall transfer the relevant Purchase Price to Customer’s account. Customer agrees to notify Counterparties of the sale of the Invoice to Peblo substantially in the form set out in Appendix 1 or in a form otherwise approved by Peblo, and communicate that Invoices will be issued from a email domain and that payment of the Invoice Face Value will be collected by, and made directly to Peblo.

  1. Purchase Price. The price at which Peblo will purchase the Invoice (“Purchase Price”) will be calculated as a percentage of the Invoice Face Value and set out in the Commercial Terms Sheet, provided that Peblo may revise the Purchase Price at any time on prior written notice to Customer.

  1. Transaction Fees. All transaction fees incurred by Peblo in connection with the transfer of the Purchase Price will be passed through to Customer and set-off against the next Purchase Price transferred to Customer.

  1. Third Party Fees. Any extra fees or costs charged by any third-party provider pursuant to the Counterparty Agreement will not form part of the Purchase Price unless specifically agreed by Peblo.

  1. Counterparty Invoicing. Upon Peblo’s purchase of the Invoice, Customer authorizes Peblo to issue such Invoices directly to Counterparty in the form agreed between the parties.Customer agrees to cooperate with all reasonable requests to advise Counterparty that the payment of the Invoice Face Value shall be made directly to Peblo.

  1. Inadvertent Payments. If payments are inadvertently made to Customer or to any other third party, Customer must immediately notify Peblo and promptly forward the payments to Peblo within five (5) calendar days of notification, failing which Peblo may, at its option, (i) treat such failure to forward payment as a Termination Event or (ii) reject any subsequent Purchase Requests submitted by Customer until Peblo has received the relevant payment and set-off such amounts against the next Purchase Price transferred to Customer.

  1. Counterparty Payments. In the event that a Counterparty is entitled, pursuant to the terms of a Counterparty Agreement or a breach thereof, to retain or claim a refund, rebate or other right of return of any or all the Invoice Face Value following the date of remittance of the Purchase Price by Peblo to Customer, Peblo will be entitled to a refund of the shortfall between (a) the total funds received fromCounterparty (being, if applicable, the total funds received after any required amounts have been returned to the Brand); and (b) the Invoice Face Value by, at its option, either (i) setting-off the shortfall against the next Purchase Price to be transferred to Customer; (iii) requiring Customer to repurchase the Invoice at an amount equal to the shortfall; or (iii) requiring Customer to pay Peblo the amount of the shortfall within five days.

  1. Purchase Cap. Peblo may, from time to time and in its sole discretion, need to establish or amend exposure limitations, such as caps (the “Purchase Cap”) on the aggregate Invoice Face Value payable to Peblo by a particular Counterparty (the “Purchase Cap Condition”), or take other steps to control Peblo’s exposure to loss, damage or harm arising out of the purchase of Invoices by Peblo. If a Purchase Request would result in the Purchase Cap being exceeded, Peblo may decline any new Purchase Requests submitted in respect of that Counterparty, and Customer will cooperate in good faith to control and limit Peblo’s exposure in this respect.

  1. Minimum Purchase Condition. If applicable and set out in the Commercial Terms Sheet, the purchase of any Invoices by Peblo may be subject to Customer offering Peblo the option to purchase Invoices representing at least seventy percent (70%) of the Gross Revenue in any given calendar month (the “Minimum Purchase Condition”).

  1. Reserves. Pebo may reserve, maintain and withhold a reserve amount equal to a percentage of the Invoice Face Value (the “Reserve Amount”) to control its exposure to loss, damage or harm arising out of the purchase of certain Invoices. If withheld, the Reserve Amount will be remitted to Customer upon Peblo’s receipt of the Invoice Face Value by Counterparty.

  1. Tax. If a deduction or withholding of any tax, levy, impost, duty or other charge, fee, deduction or withholding of a similar nature (including any penalty or interest payable in connection with the failure to pay, or delay in paying, any of these) (“Tax”) is required in respect of the Invoice Face Value, Customer shall promptly, and in any event within two (2) calendar days of receipt of notification that such deduction or withholding of Tax is required, pay such additional amount to Peblo as will ensure that the net amount received by Peblo equals the full amount of the Purchase Price which would have been received had no such deduction or withholding of Tax been required.

  2. Absolute Sale and Not a Loan.The parties agree that: (i) the Invoices purchased under this Agreement are in exchange for the Purchase Price and that such purchase is an absolute and irrevocable sale; and (ii) Peblo hereby acquires all right, title and interest in, and the full benefits of ownership of, the Invoices and Customer relinquishes all right, title, interest and control over such Invoices upon such sale hereunder; (iii) such sale is not intended to be, nor shall it be construed as, a loan from Peblo to Customer; and (iv) the Purchase Price paid in exchange for the Invoices equals the fair market value of such Invoices.

  1. No Term of Purchase Confirmation; Reservation of Rights Vis-à-vis Counterparties. Notwithstanding any termination or expiry of this Agreement in accordance with clause 7, each Purchase Confirmation shall be in full force and effect until all amounts owing under each Invoice Face Value (specified in each Purchase Confirmation) from Counterparties have been delivered to Peblo pursuant to the terms of this Agreement and in accordance with each Invoice. Except as set forth in this Agreement, this Agreement is without recourse to Customer. Peblo however reserves all rights vis-à-vis Counterparties.

  1. Re-Characterization. Notwithstanding the parties’ express intent to the contrary set forth in this Agreement, if Peblo’s purchase of the Invoices is determined by a court of competent jurisdiction to constitute a loan from Peblo, Peblo shall return to Customer any amounts deemed to have been received by Peblo in excess of any statutory maximums permitted by applicable law to be received by Peblo.

  1. Grant of Security Interest; Authority to File UCC-1 Financing Statements.For the avoidance of doubt, Customer and Peblo agree that Peblo shall be the sole and exclusive owner of the Invoices, and that the Invoices shall not be part of Customer’s estate in the event of a bankruptcy. In the event that, notwithstanding the intent of the Parties, the Invoices are determined to be the property of Customer or its bankruptcy estate, then without derogation of the Parties’ intention that the sale of the Invoices to Peblo hereunder shall constitute a true sale thereof, then: (i) this Agreement also shall be deemed to be and hereby is a security agreement within the meaning of Article 9 of the Uniform Commercial Code; and (ii) the sale by Customer provided for under this Agreement shall be deemed to be a grant byCustomer to Peblo and its assigns of, andCustomer hereby grants to the Peblo and its assigns, a security interest in and to all of Customer’s right, title and interest in the Invoices, and proceeds thereof, as collateral security to secure the obligations of Customer hereunder (“Collateral”). Customer will take, and authorizes Peblo to take on its behalf, each action as Peblo shall deem necessary so that the security and ownership interests granted to Peblo herein shall be a perfected security interest of first priority in favor of Peblo under applicable law and will be maintained as such throughout the term of this Agreement.Without limiting the foregoing, Customer hereby authorizes Peblo at its sole option to file one or more UCC-1 financing statements under the UCC to evidence and perfect the security interest granted to Peblo herein.

  1. Debtor Status, Accounting Practises.Customer agrees and acknowledges that Customer is not a debtor of Peblo as of the date of this Agreement. Customer agrees that Customer will treat the sale of any Invoices pursuant to a Purchase Confirmation in a manner consistent with a sale in Customer’s accounting records and on tax returns. Customer agrees to allow Peblo to audit Customer’s accounting records and tax returns, upon reasonable notice, to verify compliance with this Agreement, including during any litigation or arbitration proceeding.

  2. Information. Customer represents and warrants that any and all information provided by it in connection with this Agreement (including the Contract Information and each Purchase Confirmation) is true, accurate and complete in all respects.

  1. Compliance with Laws. Customer represents and warrants that:

  1. it complies with all statutes, rules, regulations, orders or restrictions of all applicable governmental authorities, all federal, state, local and foreign tax returns and tax reports, and all taxes due and payable arising therefrom required to be filed by Customer have been or will be filed and paid, on a timely basis, including any extensions; and all such returns and reports are and will be true, correct and complete;

  1. there is no conflict between (i) Customer entering into or performing this Agreement, and (ii) any laws, regulations or provisions of any of Customer’s incorporation or constitutional documents.

  1. Bona Fide Rendition of Services to Counterparty with No Offsetting Rights.Customer represents and warrants that it is entering into this Agreement for the purposes of carrying on a business as a commercial entity. Customer represents and warrants that the Invoices were generated based upon the bona fide rendition of services by Customer to Counterpartiesin the ordinary course of business; and any and all obligations required of Customer have been fulfilled and are not subject to any Counterparty’s right of setoff, offsets, counterclaims and/or like rights impacting in any respect the legal obligation of Counterparties to pay the Invoices in the amount of the Invoice Face Value per their terms.

  1. Clean Title to Invoices. Customer represents and warrants that it has good, complete and marketable title to the Invoices, free and clear of any and all liabilities, liens, claims, charges, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of Peblo.

  1. Authorization; No Misrepresentation. Customer represents and warrants that Customer has the authority to enter into this Agreement and acknowledges that it is legally binding upon Customer to satisfy Customer’s obligations hereunder. Customer acknowledges that the information provided herein is true, accurate and complete in all respects.

  1. Conflicts with Other Agreements; Compliance with Counterparty Agreements.Customer represents and warrants that the execution and performance of this Agreement does not and will not conflict with or result in any default, and does not or will not entitle any person or entity to receipt of notice or to a right of consent, or give rise to a right of termination, cancellation or acceleration of any obligation. Customer further represents and warrants that it complies with and undertakes to comply with all provisions of Counterparty Agreements which affect the payment of the Invoice Face Value by Counterparty and that any breach of the terms of a Counterparty Agreement will be a breach of the Purchase Confirmation relating to the relevant Invoice in respect of such Counterparty Agreement.

  1. No Pending or Contemplated Proceedings Under Debtor Relief Laws; Solvency.Customer represents and warrants that it is not the subject of any proceeding under any Debtor Relief Law. “Debtor Relief Law” means the U.S. Bankruptcy Code and any other liquidation, conservatorship, bankruptcy, assignment for the benefit of creditors, moratorium, rearrangement, receivership, insolvency, reorganization, or similar debtor relief law of the United States or other applicable jurisdiction from time to time in effect. Furthermore, Customer has not consulted with a bankruptcy attorney within the prior six (6) months concerning any filing under any Debtor Relief Law either on its own or filed against it on an involuntary basis. Customer further warrants that it does not anticipate such a filing and does not anticipate that such a filing would be filed against it such as on an involuntary basis. Customer is not the subject of any pending or current proceeding which would have a material adverse effect on its business under any applicable jurisdiction from time to time in effect. Customer is able to pay its debts at the time that it enters into this Agreement and will not become unable to do so as a result of entering into this Agreement.

  1. The representations and warranties contained in this Agreement are made by Customer on the date of this Agreement and on the date of each Purchase Confirmation.

  2. No Changes to Terms of Counterparty Agreements or Invoices.Customer covenants that it will not, without the prior written consent of Peblo, amend, modify or alter any terms of any Counterparty Agreements or Invoices.

  1. Compliance with Counterparty Agreements or Invoices.Customer covenants that it will comply with the terms of Counterparty Agreements and Invoices which affect the payment of the Invoice Face Value by Counterparty.

  1. No Stacking. Customer shall not enter into any cash advance, loan agreement, factoring agreement or other similar financing agreement that specifically involves the purchase of and/or the granting of a security interest in the Invoices with any party other thanPeblo for the duration of this Agreement. Peblo may share information regarding this Agreement with any third party to determine whether Customer complies with this provision.

  1. KYC. Customer acknowledges that Peblo will carry out due diligence, know-your-client and anti-money laundering checks and other screening activities required by law and its internal policies. Customer agrees to assist as reasonably requested by Peblo, including by providing any information related to KYC/due diligence and sanction screens conducted by Customer, with respect to Counterparties or any of its affiliates.

  1. Notifications to Peblo. Customer will notify Peblo immediately if it receives notice from a Counterparty or becomes aware or suspects, for any reason whatsoever,:
  2. that Counterparty has breached or failed to comply with the terms of the Counterparty Agreement or Customer is otherwise experiencing difficulties in its relationship with Counterparty or any of its affiliates;
  3. that Counterparty is exercising any of its remedies under the Counterparty Agreement;
  4. that Counterparty will not discharge the Invoice Face Value on or before the relevant Invoice due date;
  5. that Counterparty or any of its affiliates is engaged in any suspicious activities or transactions (including any activities or transactions that may violate any applicable law) or is subject to sanctions;
  6. that Counterparty is experiencing any significant financial difficulty that might affect payment of the Invoice;
  7. that any of the Contract Information provided is not true, accurate and complete in all respects; and/or
  8. of any other facts or circumstances that a reasonable business person would expect to be relevant to Peblo purchasing an Invoice in respect of such Counterparty.

  2. Term. ThisAgreement shall commence upon the date on which the Commercial Terms Sheet becomes effective and shall continue unless terminated in accordance with these terms.

  1. Termination for Convenience. Peblo may terminate this Agreement at any time on thirty (30) days’ notice.

  1. Termination Events. Each of the following will be considered a “Termination Event”:

(i) an Event of Default occurs;

(ii) if applicable, the Minimum Purchase Condition is not satisfied in any given calendar month;

(iii)the other Party commits a material breach of any term of this Agreement in which the breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of fourteen (14) days after being notified in writing to do so; an encumbrancer takes possession or a receiver is appointed over any of the property or assets of the other Party;

(iv) the other Party enters into any composition or arrangement with its creditors or enters into liquidation whether compulsory or voluntary (other than for the purposes of solvent reconstruction or amalgamation of that other Party different legal person, undertakes to be bound by this Agreement) or any action is taken by any person to appoint a receiver, administrator, administrative receiver, examiner, trustee, or similar officer of the other Party or any property or assets of the other Party or any such receiver, administrator, administrative receiver, examiner, trustee, or similar officer is appointed;

(v) anything analogous to any of the foregoing under thelaw of any jurisdiction occurs in relation to that other Party; or

(vi) the other Party suspends or ceases, or threatens to cease or suspend, carrying on all or a substantial part of its business,

  1. Repurchase / Termination for Cause. If a Termination Event, occurs, and without affecting any other right or remedy available to it, Peblo may:

(i) require Customer to repurchase the Invoice at an amount equal to the Purchase Price, less any amounts already received by Counterparty from Customer in payment towards the relevant Invoice Face Value (the “Repurchase Price”). No right, title and interest in respect of the Invoice will pass to Customer until Peblo has received the Repurchase Price in full, at which point Peblo will have no further right, title or interest in such Invoice; and/or

(ii) terminate this Agreement with immediate effect on written notice to Customer:

  2. Events of Default.The occurrence of any one or more of the following events (herein, “Events of Default”) shall constitute, without notice or demand, a default under this Agreement: (i) Customer fails to comply with and/or promptly, punctually and faithfully perform or observe any reasonable instruction of Peblo, any term, condition, promise or covenant within this Agreement; (ii) the determination by Peblo that any information provided in connection with this Agreement, including the Contract Information, any Purchase Confirmation and/or any representation or warranty heretofore, now or hereafter made by Customer to Peblo, in the Commercial Terms Sheet or any other document, instrument, agreement, application or paper, was not true or accurate when given; (iii) if the Invoice Face Value is not discharged by the relevant due date due to a dispute regarding the performance of the Services, and Peblo reasonably determines that the Contract Information provided in relation to same was not true or accurate when given; (iv) the occurrence of any event that would cause a lien creditor, (other than Peblo), to take priority over any Invoices; (v) any act by, against, or relating to any Invoices, which act constitutes the application for, consent to, or sufferance of the appointment of a receiver, trustee or other person, pursuant to court action or otherwise, over all, or any part of any Invoices; (vi) the occurrence of any uninsured loss, theft, damage or destruction to any Invoices; or (vii) any act by or against, or relating to any Invoices pursuant to which any creditor of Customer seeks to reclaim or repossess or reclaims or repossesses all or a portion of any Invoices.

  1. Rights and Remedies Upon Event of Default. If an Event of Default occurs under this Agreement at any time thereafter Customer hereby irrevocably appoints Peblo as its agent and attorney-in-fact with full authority to accelerate indebtedness or take any action to settle all amounts due to Peblo from Customer or Counterparties pursuant to this Agreement pursuant to all rights and remedies granted to Peblo hereunder and notwithstanding the Parties’ intention, in the event the Invoices are claimed or determined to be Customer’s property or bankruptcy estate, then Peblo shall have all the rights and remedies of a secured creditor under the provisions of the Uniform Commercial Code, as may be amended from time to time (or any other applicable law) and may exercise any or all other rights and remedies it may have available at law, in equity or otherwise.

  1. Election of Remedies. Except as may be prohibited by applicable law, all of Peblo’s rights and remedies, whether evidenced by this Agreement, any related documents, or by any other writing, shall be cumulative and may be exercised singularly or concurrently. Election by Peblo to pursue any remedy shall not exclude pursuit of any other remedy, and an election to make expenditures or to take action to perform an obligation of Customer under the Agreement, after Customer’s failure to perform, shall not affect Peblo’s right to declare a default and exercise its remedies.

  2. Indemnification. Customer agrees to defend, indemnify and hold harmless Peblo and its partners, subsidiaries, affiliates, successors and assigns, and their respective officers, directors and employees from and against all third party losses, liabilities, damages, penalties, fees or costs, including reasonable attorney’s fees and expenses incurred as a result of a third party claim, demand, suit, investigation, arbitration or other proceeding brought against Peblo or its related parties resulting from or attributable to Customer’s breach of any obligation, representation and/or warranty set forth in this Agreement or a Counterparty Agreement.

  1. Limitation of Liability. The total liability of Peblo to Customer in respect of all loss or damage arising under or in connection with this Agreement whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the lesser of (a) the difference between the aggregate Purchase Price and Invoice Face Value of all Invoices purchased by Peblo in the six (6) months prior to the event giving rise to liability and (b) $10,000 (ten thousand dollars). The parties agree that the commercial terms of this Agreement are negotiated, agreed and based on this limitation of liability. Under no circumstances will Peblo be liable for any indirect, special, consequential or punitive loss or damage, loss of profit, business opportunity or similar types of loss.

  2. Modifications; Agreements. Peblo may amend, revise or modify this Agreement at any time. Peblo may notify Customer of the relevant amendment(s) by making the most current Terms and Conditions applicable to this Agreement available to Customer on the Peblo Platform, or by any other method as Peblo may choose. Customer may not amend this Agreement without the prior written consent of Peblo.

  1. Assignment; Successors. Peblo may assign, transfer or sell its rights to receive the Purchase Price or delegate its duties hereunder, in whole or in part. Customer shall not assign Customer’s rights hereunder or any interest herein without the prior written consent of Peblo. This Agreement shall be binding on the Parties’ successors, personal representativesand assigns.

  1. Set-off.Peblo may at any time set off any liability of Customer to Peblo against any liability of Peblo to Customer, whether either liability is present or future, liquidated or unliquidated. If the liabilities to be set off are expressed in different currencies, Peblo may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by Peblo of its rights under this clause 10.3 (Set-off ) shall not limit or affect any other rights or remedies available to it under this Agreement or otherwise.

  1. Notices. All notices, requests, consents, demands and other communications hereunder shall be delivered to the Parties (i) where such communication is in letter form, at the registered addresses or (ii) where such communication is by email, to the Customer Contact Email or Peblo Contact Email (as applicable).

  1. Rights and Remedies. Termination or expiry of this Agreement will not affect the Parties’ rights, remedies, obligations or liabilities that have accrued up to that date. The rights and remedies in this Agreement are in addition to any rights or remedies provided by law.

  1. Waiver of Remedies. No failure on the part of Peblo to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.

  1. Survival of Representations. All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and all Purchase Confirmations, and shall continue in full force until all obligations under this Agreement and all Purchase Confirmations shall have been satisfied in full and this Agreement and all Purchase Confirmations shall have terminated.

  1. Severability. In case any of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired.

  1. Integration Clause. This Agreement, all attachments and exhibits hereto, including future-executed Purchase Confirmations, embody the entire agreement between Customer and Peblo and supersede all prior agreements and understandings relating to the subject matter hereof. This Agreement may only be modified by written agreement signed by each of the parties.

  1. Electronic Communications; Electronic Signatures. Customer understands and agrees that it is entering into the Agreement electronically and that certain categories of information (“Communications”) may be provided by Peblo to Customer by electronic means. Electronic acceptance or signatures reflecting a Party’s signature hereto shall be deemed acceptable for all purposes.

  1. Confidentiality. Except as set forth elsewhere in this Agreement, the Parties acknowledge and agree that the Parties as parties hereto and the existence and terms of this Agreement are and will remain confidential. During the course of this Agreement, the Parties may share with each other certain information of a proprietary and/or confidential nature, including, without limitation, (a) the details of this Agreement; (b) any financial, operational or marketing data, lists or strategies of the other Party; or (c) any other information relating to the business of the other Party, irrespective of whether such information is labeled as proprietary, confidential, material, or important (collectively, the “Confidential Information”). The Parties will maintain the Confidential Information in strict confidence.The Parties agree that, without the other Party’s consent, no party will use for its own benefit or divulge, disclose or communicate to any third-party any Confidential Information (except to each Party’s respective employees, legal and financial representatives, as and to the extent necessary).Notwithstanding the foregoing, Peblo may disclose such Confidential Information as is necessary to meet its obligations herein, The receiving Party will not be liable for the disclosure of Confidential Information that: (i) is or becomes known through no fault of the receiving Party; (ii) is provided by the disclosing Party on a non-restricted basis; (iii) is disclosed with the disclosing Party’s consent; (iv) is known to the receiving Party prior to receipt thereof, (v) is independently developed by the receiving Party; or (vi) is required to be disclosed by law or judicial order, but only to the extent required by such law or judicial order.

  1. No Partnership. Nothing in this Agreement shall be construed as giving rise to any relationship of legal partnership between the Parties.

  1. Governing Law, Venue, Jury Trial and Class action Waiver. If Customer is based (i) in the United States, this Customer Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, and (ii) outside of the United States, this Customer Agreement shall be governed and construed in accordance with the laws of Ireland, in each case without regard to any applicable principles of conflicts of law. The parties hereto waive trial by jury in any court in any suit, action or proceeding on any matter arising in connection with or in any way related to the transactions of which this agreement is a part or the enforcement hereof. The parties hereto acknowledge that each makes this waiver knowingly, willingly and voluntarily and without duress, and only after extensive consideration of the ramifications of this waiver with their attorneys. The parties hereto waive any right to assert any claims against the other party as a representative or member in any class or representative action.

  1. Arbitration. The Parties agree to first attempt to negotiate any dispute informally for at least thirty (30) days before initiating any arbitration or court proceeding. Such informal negotiations will commence upon receipt of a written notice.If the Parties are unable to resolve a dispute through informal negotiations, after 30 days from the date of the first notice, the Parties agree that all disputes, upon election of a Party, shall be resolved by binding arbitration on an individual basis. The arbitrator shall also decide any issues relating to the making, validity, enforcement, or scope of this arbitration agreement, arbitrability, defenses to arbitration including unconscionability, or the validity of the jury trial, class action or representative action waivers (collectively, “Arbitrability” issues). At Peblo’s option, the arbitration will be commenced and conducted in Wilmington, Delaware, or Dublin, Ireland, under the relevant local arbitration rules. The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator will make a decision in writing, but need not provide a statement of reasons unless requested by a party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.This arbitration agreement is made pursuant to a transaction involving interstate commerce. No state law respecting arbitrability issues shall govern this agreement to arbitrate. Subject to and without limiting the foregoing, federal law shall apply to all other issues that arise under federal law and applicable state law as set forth in this Agreement.If any part or parts of this Agreement to arbitrate are unenforceable then the Parties agree that such specific part or parts shall be of no force or effect and shall be severed, but the remainder of this agreement to arbitrate shall continue in full force and effect. If, however, the entire agreement to arbitrate or the Parties’ waiver of the right to participate in class, representative or to arbitrate injunctive relief claims is unenforceable then the agreement to arbitrate shall be of no force or effect.

Exhibit B

Notice of Assignment

From: [Customer]

To: [Counterparty]


Re: Peblo Customer Agreement dated [ ] between us and Peblo Advances LLC or Peblo DAC (“Peblo”) and the Purchase Confirmation dated [ ] made between us and Peblo (the “Agreement”)

[ ]

We are contacting you to notify you that we have assigned our rights, title and interest in and to invoice number [] to Peblo pursuant to the terms of the Agreement. Please transfer the invoice face value of €[ ] (“Invoice Face Value”) to Peblo’s bank account by [ ] (“Invoice Due Date”). See Peblo’s bank account details as follows: [].

Please reply to this email confirming your agreement to the terms of this notice of assignment. Please notify us immediately if you are unable to discharge the Invoice Face Value by the Invoice Due Date.

Yours sincerely