Common use of RIGHT TO OPT OUT OF ARBITRATION Clause in Contracts

RIGHT TO OPT OUT OF ARBITRATION. SELLER AND GUARANTOR(S) MAY OPT OUT OF THE ARBITRATION CLAUSE ABOVE. TO OPT OUT OF THIS ARBITRATION CLAUSE, SELLER AND EACH GUARANTOR MUST SEND BUYER A NOTICE THAT THE SELLER AND EACH GUARANTOR DOES NOT WANT THIS CLAUSE TO APPLY TO THIS AGREEMENT. FOR ANY OPT OUT TO BE EFFECTIVE, SELLER AND EACH GUARANTOR MUST SEND AN OPT OUT NOTICE TO THE FOLLOWING ADDRESS BY REGISTERED MAIL, WITHIN 14 CALENDAR DAYS AFTER THE DATE OF THIS AGREEMENT: CFG MERCHANT SOLUTIONS, LLC, HEAD OF OPERATIONS, ARBITRATION OPT OUT, 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The entity or individual signing for Seller below agrees that he/she/ has read, understood and agrees to abide by the terms of this Agreement including those terms contained in the Fee Structure Addendum attached hereto and incorporated by reference as Exhibit A. 08/27/2024 Dated: / / Signature: /s/ B▇▇▇▇ ▇▇▇▇▇▇▇ Mailing address:____ Print Name: B▇▇▇▇ ▇▇▇▇▇▇▇ City: __________ State: ___ Zip:__ Print Title: OWNER Phone: __________ Dated: / / Signature: Mailing address:____ Print Name: ___ City: __________ State: ___ Zip:__ Print Title: ___ Phone: __________ Agreement of Each Guarantor:

RIGHT TO OPT OUT OF ARBITRATION. SELLER AND GUARANTOR(S) MAY OPT OUT OF THE ARBITRATION CLAUSE ABOVETHIS CLAUSE. TO OPT OUT OF THIS ARBITRATION CLAUSE, SELLER AND EACH GUARANTOR MUST SEND BUYER A NOTICE THAT THE SELLER AND EACH GUARANTOR DOES NOT WANT THIS CLAUSE TO APPLY TO THIS AGREEMENT. FOR ANY OPT OUT TO BE EFFECTIVE, SELLER AND EACH GUARANTOR MUST SEND AN OPT OUT NOTICE TO THE FOLLOWING ADDRESS BY REGISTERED MAIL, WITHIN 14 CALENDAR DAYS AFTER THE DATE OF THIS AGREEMENT: CFG MERCHANT SOLUTIONS, LLC, HEAD OF OPERATIONS, ARBITRATION OPT OUT, 12▇▇ ▇▇▇▇▇ ▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇. The entity or individual signing for Seller below agrees that he/she/ has read, understood and agrees to abide by the terms of this Agreement including those terms contained in the Fee Structure Addendum attached hereto and incorporated by reference as Exhibit A. 08/27/2024 DatedDated:_____/_____/_____ Signature:_____________________ Mailing address:_______________________ Print Name:_______________ City:__________State:________ Zip:______ Print Title:_____________ Phone:____________ Dated:_____/_____/_____ Signature:_____________________ Mailing address:_______________________ Print Name:_______________ City:__________State:________ Zip:______ Print Title:_____________ Phone:____________ (Signature):______________ (Signature): ________________ (Signature):______________ (Signature): ________________ CFG MERCHANT SOLUTIONS, LLC. CFG Merchant Solutions, LLC 1▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ 15 Dated:_____/_____/_____ By: / / ______________________ N▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇ Print Name:_______________ Print Title:________________ _______________ ______________ CFG Merchant Solutions, LLC Page | 8 Seller’s Initials Seller’s Initials This Fee Structure Addendum is made part of and incorporated by reference into that certain Purchase Agreement dated 2/28/2022 between CFG Merchant Solutions, LLC as Buyer and MCA NAPLES, LLC as Seller (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement. In addition to all of the fees and charges set forth in the Agreement, Seller agrees to pay Buyer on demand the fees and charges set forth in this Fee Structure Addendum. Buyer is authorized by Seller to initiate electronic or debit entries through the Automated Clearing House (“ACH”) or other wire transfer service as applicable from the designated Bank Account set forth in the Agreement to assess any of the fees and charges listed herein or referenced in the Agreement. Cancellation Fee - $250.00. To cover Buyer’s administrative expenses in the event that Seller elects to cancels the Agreement prior to the initial funding date. NSF Fee - $35.00 per occurrence. Rejected ACH fee - $100.00 per occurrence in the event that a merchant directs the designated Bank Account to reject Buyer’s debit ACH. Bank Change Fee - $50.00. Assessed in the event Seller elects to change the designated Bank Account. Blocked Account Fee - $2,500.00 per occurrence. Default Fee - The greater of an amount equal to five percent (5%) of the Amount Sold outstanding in the aggregate attributable to the Schedule of Purchased Receipts or $2,500. UCC Filing Fee - $195.00 to cover the cost of filing UCC-1 Financing Statement in connection with the Agreement. Seller agrees that he/she/ has read, understood and agrees to abide by the terms contained in this Fee Structure Addendum. Signature: /s/ BSignature: Print Name: Print Name: Print Title: Print Title: (Signature): (Signature): (Signature): (Signature): _______________ ______________ CFG Merchant Solutions, LLC Page | 9 Seller’s Initials Seller’s Initials MCA NAPLES Operating Company, LLC (“Seller”) hereby authorizes CFG Merchant Solutions, LLC (“Buyer”) to present automated clearing house (ACH) debits to the following checking account in the amount of fees and other payments due to Buyer from Seller under the terms of that Agreement for the Purchase Agreement (the “Agreement”) entered into between Seller and Buyer, as it may be amended, supplemented or replaced from time to time. Seller also authorizes Buyer to initiate additional entries (debits and credits) to correct any erroneous transfers. In addition, if an Event of Default (as defined in the Agreement) occurs, Seller authorizes Buyer to debit any and all accounts controlled by Seller or controlled by any entity with the same Federal Tax Identification Number as Seller up to the total amount, including but not limited to, all fees and charges, due to Buyer from Seller under the terms of the Agreement. Seller agrees to be bound by the Rules and Operating Guidelines of NACHA and represents and warrants that the designated account is established and used primarily for commercial/business purposes, and not for consumer, family or household purposes. Seller authorizes Buyer to contact Seller’s financial institution to obtain available funds information and/or to verify any information Seller has provided about the designated checking account and to correct any missing, erroneous or out-of-date information. Seller understands and agrees that any revocation or attempted revocation of this Authorization will constitute an event of default under the Agreement. In the event that Seller closes the designated checking account, or the designated checking account has insufficient funds for any ACH transaction under this Authorization, Seller authorizes Buyer to contact Seller’s financial institution and obtain information (including account number, routing number and available balance) concerning any other deposit account(s) maintained by Seller with Seller’s financial institution, and to initiate ACH transactions under this Authorization to such additional account(s). To the extent necessary, Seller grants Buyer a limited Power of Attorney to take action in Seller’s name to facilitate this authorization. Transfer Funds To/From: Name of Bank: ABA Transit/Routing #: Checking Account #: This authorization is to remain in full force and effect until all amounts due to Buyer under the Agreement have been paid in full, in such time and in such manner as to afford Buyer a reasonable opportunity to act on it. Seller Information: Seller’s Name: MCA NAPLES OPERATING COMPANY, LLC Signature of Authorized Representative:__________________________________ Print Name:________________________________________________________ Title:_______________________________________________________ Seller’s Tax ID:_______________________ Date:_________________________________________________ _______________ ______________ CFG Merchant Solutions, LLC Page | 10 Seller’s Initials Seller’s Initials Buyer CFG Merchant Solutions, LLC Original Seller MCA NAPLES, LLC DBA MCA NAPLES Additional Seller(s) MEMORY CARE AMERICA, LLC, EIN: 4▇-▇▇▇▇▇▇▇, Address: 8▇▇▇ ▇▇▇▇▇▇▇ Mailing address▇▇, ▇▇▇▇▇ ▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ This Additional Seller Addendum to Purchase Agreement (“Addendum”) is entered into by and among the above referenced Parties and amends that certain Purchase Agreement between Buyer and Original Seller dated 2/28/2022 (the “Purchase Agreement”). Each Additional Seller desires to enter into the Purchase Agreement and to agree to all of the terms of the Purchase Agreement, so that they will all fully apply to such Additional Seller to the same extent as if the Additional Seller had executed the Purchase Agreement itself. Therefore, each of the Parties agree as follows:____ Print Name 1. Each Additional Seller is fully bound by all of the terms, conditions, representations, warranties and covenants of the Agreement. The Purchase Agreement is fully incorporated into this Addendum by reference, and binds and inures to the benefit of each of the Parties hereto, and all of their heirs, successors and assigns, the same as if such Additional Seller had signed the Purchase Agreement. All references to “Seller” in the Purchase Agreement mean individually, collectively and interchangeably the Original Seller and each Additional Seller. Notwithstanding the foregoing, the Parties acknowledge that the initial Daily Amount established in the Purchase Agreement is based on the average monthly sales of the Original Seller only. By signing this Addendum and adding the Additional Sellers to the Purchase Agreement, the Parties do not intend to re-calculate the Daily Amount by including the average monthly sales of the Additional Sellers. The Parties therefore agree that the Daily Amount shall remain the same following the execution of this Addendum, subject to the Parties’ right request changes to the Daily Amount as set forth in the Purchase Agreement. 2. Each Additional Seller agrees to and enters into the Purchase Agreement as a Seller and hereby joins in the sale of its Future Receipts and agrees to deliver the Amount Sold to Buyer on the terms and conditions set forth in the Purchase Agreement. The obligation of each Seller to deliver the entire Amount Sold is joint and several. Any default by a Seller under the Purchase Agreement shall constitute a default of every Seller under the Purchase Agreement. Each Seller hereby guarantees the prompt performance of the obligations of the other Sellers under the Purchase Agreement. Buyer may file suit against, or otherwise seek to collect receipt of the Amount Sold from any Seller without the necessity of Buyer first seeking to collect payment from the any other Seller or other party that may be liable for the obligations created by the Purchase Agreement. 3. The Original Seller has received the Purchase Price on behalf of itself and the Additional Sellers. The Purchase Price shall be allocated among the Sellers in such amount as they may agree upon, but each shall have an undivided interest in the entire Purchase Price. Each Additional Seller is an affiliate that controls, is controlled by, or under common control with, the Original Seller. The Additional Sellers agree that joining in the sale of the Amount Sold by signing this Addendum is in the mutually beneficial interest of all Sellers. 4. The Parties acknowledge that each Additional Seller may maintain separate bank accounts and each Additional Seller will take such actions as are necessary or appropriate to enable Buyer to debit such Additional Seller’s Approved Account. Each Seller agrees that Buyer may debit any or all Approved Accounts in such amounts as Buyer determines in its discretion until Buyer receives the Daily Amount. Buyer shall not be required to debit each Approved Account in any specific amount or order to obtain the Daily Amount and may, for example, debit the Approved Account of any single Seller in an amount equal to the entire Daily Amount. 5. Any notice to an Additional Seller in connection with the Purchase Agreement or this Addendum may be given to such the Original Seller on behalf of such Additional Seller in the manner set forth in the Purchase Agreement. By their signatures below the Parties agree to be bound by this Addendum. CFG Merchant Solutions, LLC (Buyer) MCA NAPLES, LLC By: B▇Title: Signature: By: Title: MEMORY CARE AMERICA, LLC Signature: By: Title: Business Address: 8▇▇▇ ▇▇▇▇▇▇▇ City▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ MCA MANAGEMENT COMPANY, INC. Signature: __________ StateBy: ___ Zip:__ Print Title: OWNER PhoneBusiness Address: __________ Dated: / / MCA NAPLES OPERATING COMPANY, LLC Signature: Mailing address:____ Print NameBy: ___ City: __________ State: ___ Zip:__ Print Title: ___ PhoneBusiness Address: __________ Agreement of Each GuarantorMCA Naples Holdings, LLC Signature: By: Title: Business Address: