Exhibit 10.1

LOAN AND SECURITY AGREEMENT

This LOAN AND SECURITY AGREEMENT (this “Agreement”) is entered into as of the 2nd day of February, 2016, by and among C2Go, Inc., a Nevada corporation (“Debtor”), and FiCentive Inc. a Nevada corporation (“Lender”).

RECITALS

WHEREAS, Debtor has requested that Lender make available on the Closing Date (as defined herein) a senior term loan to Debtor in the principal amount of TWO HUNDRED THOUSAND AND No/DOLLARS ($200,000.00), and

WHEREAS, Lender is willing to make such term loan facility available to Debtor upon the terms and conditions set forth herein.

NOW THEREFORE, Debtor and Lender hereby agree as follows:

ARTICLE I
DEFINITIONS AND REFERENCES

Section 1.1         General Definitions . As used herein, the terms “Agreement,” “Debtor” and “Lender” shall have the meanings indicated above, and the following terms shall have the following meanings:

“Business Day” shall mean a day other than a Saturday, Sunday or legal holiday for commercial banks in Texas.

“C2GO Cards” means the reloadable prepaid cards bearing the C2GO brand marketed and sold by Debtor and processed pursuant to the Processing Agreement.

“Change of Control” shall mean (i) any merger, equity ownership purchase or other transaction which, individually or in aggregate with other such transactions, results in a majority of the voting equity ownership of Debtor being acquired by Persons or entities who are not owners of Debtor on the Closing Date or (ii) consummation of a merger, consolidation, sale or other disposition of all or substantially all of Debtor’s assets in which Debtor’s equity owners as of the Closing Date do not own greater than 50% of the post-transaction entity.

“Closing Date” shall mean the date on which the Note is executed and delivered by Debtor to Lender.

“Collateral” shall have the meaning set forth in Section 3.1.

“Default” shall mean the occurrence of any of the events specified in Article 6 hereof, whether or not any requirement for notice or lapse of time or any other condition precedent has been satisfied.

“Event of Default” shall have the meaning set forth in Section 5.1.

“GAAP” shall mean generally accepted accounting principles set forth from time to time in the opinions and pronouncements of the Accounting Principles Board and the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board and the Securities and Exchange Commission, and applied on a consistent basis both as to classification of items and amounts.

“General Intangibles” shall have the meaning set forth in Section 3.1.

“Gross Profit” shall mean the all revenue of Debtor from the C2GO Cards less expenses of Debtor directly related to the production, processing and servicing of the C2GO Cards, including without limitation payments to Lender and its affiliates pursuant to the Processing Agreement, and determined pursuant to GAAP. For the interest of clarity, proceeds of the Loan do not constitute revenue of the Debtor, and payment of interest do not constitute an expense of the Debtor for the calculation of Gross Profit.

“Indebtedness” shall mean any and all amounts and/or liabilities owing from time to time by Debtor to any Person, including Lender, direct or indirect, for money borrowed.

“Instruments” shall have the meaning set forth in Section 3.1.

“Intellectual Property” shall have the meaning set forth in Section 3.1.

“Inventory” shall have the meaning set forth in Section 3.1.

“Lien” shall mean any interest in property securing an obligation owed to, or a claim by, a Person other than the owner of the property, whether such interest is based on jurisprudence, statute or contract, and including but not limited to the lien or security interest arising from a mortgage, encumbrance, pledge, security agreement, conditional sale or trust receipt or a lease, consignment or bailment for security purposes.

“Loan Documents” shall mean this Agreement, the Note and any other documents or instruments executed by Lender and/or Debtor in connection with this Agreement, the Note and the Term Loan.

“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations, property, condition (financial or otherwise) of Debtor, or (b) the validity or enforceability of this Agreement or the rights or remedies of Lender under the Note.

“Maturity Date” shall mean the expiration of 18 (eighteen) months following the Closing Date.

“Note” shall mean that certain Senior Secured Note in the maximum principal amount of two hundred thousand dollars ($200,000.00) by Debtor, payable to the order Lender, dated as of the date hereof substantially in the form of Exhibit “A” attached hereto.

“Obligations” shall mean any and all amounts and/or liabilities owing from time to time by Debtor to Lender pursuant to this Agreement or the Note.

“Person” shall mean an individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization or joint venture, or a court or governmental unit or any agency or subdivision thereof, or any other legally recognizable entity.

“Processing Agreement” shall mean the Prepaid Card Marketing And Processing Agreement between FiCentive Inc. and to be executed concurrently herewith, pursuant to which FiCentive Inc. shall provide Debtor with certain prepaid debit card program management and processing services.

“Receivables” shall have the meeting set forth in Section 3.1.

“Subsidiary” shall mean a corporation, limited liability company, partnership or other entity of which shares of stock or other ownership interests having ordinary voting power to elect a majority of the board of directors, managers or other management of such corporation, limited liability company, partnership or other entity, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both.

“UCC” means the Uniform Commercial Code as from time to time in effect in the State of Texas. References to sections of the UCC shall be construed to refer to any successor sections of the UCC.

ARTICLE II
TERM LOAN

Section 2.1         Term Loan . Contemporaneously with the execution of the Note, Debtor will borrow from Lender and Lender will lend to Debtor on the terms and conditions set forth in this Agreement a term loan (the “Term Loan”) in the principal amount of TWO HUNDRED THOUSAND AND No/DOLLARS ($200,000.00).

Section 2.2         Note . Against delivery to Debtor of TWO HUNDRED THOUSAND AND No/DOLLARS ($200,000.00), Debtor shall execute and deliver the Note to Lender to evidence Debtor’s obligations under the Term Loan

Section 2.3         Interest .

Simple interest shall accrue on the principal balance outstanding under the Term Loan at an interest rate of 10% per annum and calculated on a 360 day year. Upon an Event of Default, the interest rate shall increase to 18% per annum. If any such rate exceeds the highest rate permitted under Texas law, including, then such rate will be reduced to the highest rate permitted under Texas law. It is the intention of Debtor and Lender to comply with the usury laws of the State of Texas and the United States. Accordingly, it is agreed that notwithstanding any provision to the contrary in any of the Loan Documents, or otherwise relating to any of the Loan Documents, no such provision shall require the payment or permit the collection of interest in excess of the maximum permitted by applicable law. If any such excess of interest is provided for, or shall be adjudged to be so provided for, then in such event: (a) the provisions of this Section 2.3 shall govern and control; (b) neither Debtor nor its successors or assigns or any other party liable for the payment of the Obligations shall be obligated to pay the amount of such interest to the extent that it is in excess of the maximum amount permitted by applicable law; (c) any such excess that may have been collected shall be, at Lender’s option, either applied as a credit against the then unpaid principal amount or refunded; and (d) the effective rate of interest set forth in this Agreement and the Note shall be automatically subject to reduction to the maximum lawful contract rate allowed under the usury laws of the State of Texas as such laws may now or later be construed by the courts having jurisdiction.

Section 2.4         Payments .

(a)                       On the Maturity Date, Debtor shall pay Lender the then-outstanding principal balance and all accrued and unpaid interest from the Closing Date until the Maturity Date.

(b)                      On or before July 31, 2016, Debtor shall pay to Lender an amount equal to the lesser of (i) 10% of the Gross Profit of Debtor for the period April 1, 2016 through and including June 30, 2016, or (ii) all accrued and unpaid interest from the Closing Date until such date. Such payments shall be applied to first reduce accrued and unpaid interest, and then to reduce the principal balance of the Note.

(c)                       Within fifteen days after the end of each of the twelve calendar months beginning with the month of July 2016 and ending with the month of June 2017, Debtor shall pay to Lender an amount equal to the lesser of (i) 25% of the Gross Profit of Debtor for such calendar month, or (ii) all accrued and unpaid interest from the Closing Date until such date . Such payments shall be applied to first reduce accrued and unpaid interest, and then to reduce the principal balance of the Note.

Section 2.5         Prepayments . Debtor may prepay the Term Loan in whole or in part at any time, without premium or penalty. Any prepayment shall be in an amount not less than an two months of interest on the then outstanding principal balance of the Note.

Section 2.6         Common Stock Issuance. On the Maturity Date, in addition to the payment in full by Debtor of the Note, Debtor shall cause to be issued to Lender, for no additional consideration, such number of shares of Common Stock of Debtor as shall represent, giving effect to their issuance, 5% of the issued and outstanding shares of Common Stock of Debtor (on a fully diluted basis, giving effect to any convertible securities, warrants, etc.) as of the date of issuance. Such shares, as and when issued, shall be deemed to be validly issued, fully paid and non-assessable shares of Common Stock of Debtor. The issuance of such shares of Common Stock to Lender shall not be considered interest on the Note for any purpose.

Section 2.7         Business Days . If the date for any payment, prepayment hereunder falls on a day which is not a Business Day, then for all purposes of this Agreement the same shall be deemed to have fallen on the next following Business Day, and such extension of time shall in such case be included in the computation of payments of interest.

Section 2.8         Method of Payments . All payments due pursuant to the Loan Documents shall be applied first to any interest then accrued, and then to the principal balance then outstanding under the Term Loan.

Section 2.9         Maturity Date . The Term Loan will terminate on the Maturity Date unless terminated earlier pursuant to this Agreement, and all principal and interest then outstanding under the Term Loan shall be due and payable on such date.

ARTICLE III
SECURITY INTEREST

Section 3.1         Grant of Security Interest . As collateral security for all of the Obligations and to secure the payment and performance thereof, Debtor does hereby sell, assign, transfer and set over unto, and grant to Lender a first lien continuing security interest in, general lien upon, collateral assignment of, and a right of set-off against all of Debtor’s right, title and interest in and to all assets of Debtor, including, without limitation, the following (collectively, the “Collateral”):

(a)                       Receivables . All of the following, whether now or hereafter existing, that are owned by Debtor or in which Debtor otherwise has any rights: (i) all accounts of any kind, including, but not limited, to any and all Debtor’s right to payment of fees/royalties, for services rendered or to be rendered, and/or for goods sold or to be sold, however evidenced or incurred, whether now or hereafter existing, (ii) all chattel paper, documents and instruments of any kind, whether now or hereafter existing, relating to such accounts or arising out of or in connection with the sale or lease of goods or the rendering of services and (iii) all rights now or hereafter existing in, to or under all security agreements, leases and other contracts securing or otherwise relating to any such accounts, chattel paper, documents or instruments (any and all such accounts, chattel paper, documents, instruments, security agreements, leases and other contracts being referred to herein collectively as the “Receivables”);

(b)                      Contract Rights, General Intangibles, etc. All of the following, whether now or hereafter existing, that are owned by Debtor or in which Debtor otherwise has any rights: all contract rights and general intangibles of any kind (including, but not limited to, patents, patent rights, trademarks, trademark rights, trade name, trade name rights, copyrights or trade secrets in which Debtor acquires rights by ownership, license or otherwise (the “Intellectual Property”), as well as all causes of action, tax refunds and insurance proceeds), and all chattel paper, documents, instruments, security agreements, payment intangibles, other contracts and money, and all other rights of Debtor (except those constituting Receivables) to receive payments of money or the ownership of property (any and all such contract rights, general intangibles (including Intellectual Property), chattel paper, documents, instruments, security agreements, other contracts, money and other rights being referred to herein collectively as the “General Intangibles”);

(c)                       Equipment . All equipment in all of its forms, wherever located and whether now or hereafter existing, that is owned by Debtor or in which Debtor otherwise has any rights (including, without limiting the foregoing in any respect, all fixtures, motor vehicles, trailers, tools, machinery and furniture of any type, kind or nature owned by Debtor), all parts thereof and all accessions and additions thereto (collectively, the “Equipment”);

(d)                      Inventory . All inventory in all of its forms, wherever located and whether now or hereafter existing, that is owned by Debtor or in which Debtor otherwise has any rights, and all accessions thereto and products thereof (any and all such inventory, accessions, products and documents being referred to herein collectively as the “Inventory”); provided, however, that sales of Inventory in the ordinary course of business shall be permitted and a buyer thereof shall take free from the security interest created herein;

(e)                       Instruments . All of the following, whether now or hereafter existing, that are owned by Debtor or in which Debtor otherwise has any rights: all instruments, chattel paper, certificates of deposit and other instruments evidencing any deposit issued by any financial institution to Debtor, in all forms and all interest, cash and other writings and property from time to time received, receivable or otherwise distributed in respect of or in exchange for or in renewal or extension of any or all of such instruments, chattel paper, and certificates of deposit (collectively, the “Instruments”);

(f)                       All insurance policies relating in whole or in part to any of the foregoing ; and

(g)                      All “Proceeds”, as defined by the Texas Business Commerce Code, and, to the extent not otherwise included, shall include, but not be limited to: (i) any and all proceeds of any insurance, causes and rights of action, settlements thereof, judicial and arbitration judgments and awards, and indemnity, warranty or guaranty payments payable to Debtor from time to time with respect to any of the Collateral; (ii) any and all payments (in any form whatsoever) made or due and payable to Debtor from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of all or any part of the Collateral by any governmental department, commission, board, bureau, authority, agency or body (domestic or foreign); (iii) all claims of Debtor for losses or damages arising out of or related to or for any breach of any agreements, covenants, representations or warranties or any default under any of the foregoing Collateral (without limiting any direct or independent rights of Lender with respect to the Collateral); and (iv) any and all other amounts from time to time paid or payable under or in connection with any of the Collateral.

In each case, the foregoing shall be covered by this Agreement whether Debtor’s ownership or other rights therein are presently held or hereafter acquired and howsoever Debtor’s interests therein may arise or appear (whether by ownership, security interest, claim or otherwise).

Section 3.2         Obligations Secured . The security interest created hereby in the Collateral constitutes continuing first lien collateral security for all of the Obligations, including, without limitation, the following obligations, indebtedness and liabilities, whether now existing or hereafter incurred:

(a)                       Note . The Note;

(b)                      Amounts Due Under This Agreement . The payment by Debtor, as and when due and payable, of all amounts from time to time owing by Debtor under or with respect to this Agreement including, without limitation, all costs incurred by Lender to obtain, preserve and enforce this Agreement, to collect and enforce the Note and the Obligations, and to maintain and preserve the Collateral, including attorneys’ fees; and

(c)                       Renewals . All renewals, extensions, amendments, modifications, supplements, or restatements of or substitutions for any of the foregoing.

ARTICLE IV
REPRESENTATIONS, WARRANTIES AND COVENANTS

Section 4.1         Representations and Warranties . Debtor represents and warrants to Lender as follows:

(a)                       Existence; Qualification Debtor is a corporation duly organized, legally existing under the laws of Nevada, and is duly qualified as a foreign corporation in all jurisdictions where the property it owns or the business it transacts make such qualification necessary, except where failure to be so qualified could not reasonably be expected to have a Material Adverse Effect.

(b)                      Name, Chief Executive Office; Taxpayer Identification Number . Debtor’s name is “C2GO, Inc.” The chief executive office of Debtor is at 3355 S. Highland Drive, Las Vegas, NV 89109. Debtor will promptly notify Lender of any change in Debtor’s chief executive office. Debtor’s federal taxpayer identification number is 46-2128817.

(c)                       Ownership and Liens . The security interest granted to Lender pursuant to this Agreement constitutes and creates a valid and continuing first lien on and first security interest in the Collateral in favor of Lender. Debtor is the sole owner of the Collateral, and has good and marketable title to it, free and clear of all liens, security interests, encumbrances or adverse claims, except for the security interests created by this Agreement. No chattel mortgage, collateral chattel mortgage, statement of assignment, notice of assignment, notice of security interest or effective financing statement or other instrument similar in effect covering all or any part of the Collateral is on file in any recording in any jurisdiction. There are no effective pledges or collateral assignments affecting all or any part of the Collateral other than those in favor of Lender.

(d)                      No Conflicts . Neither the ownership or the intended use of the Collateral by Debtor, nor the grant of the security interest by Debtor to Lender herein, nor any of Debtor’s obligations under the Loan Documents, nor the exercise by Lender of its rights or remedies hereunder, nor the issuance of shares of Debtor’s Common Stock pursuant to Section 2.6 of this Agreement upon the Maturity Date will: (i) conflict with any provision of (A) requirements of law, (B) the Certificate of Incorporation or By-laws of Debtor, or (C) any agreement, judgment, license, order or permit applicable to or binding upon Debtor; or (ii) result in or require the creation of any lien, charge or encumbrance upon any assets or properties of Debtor.

(e)                       No Consents . No consent, approval, authorization or order of, and no notice to or filing with any court, governmental authority or third party is required in connection with (i) the grant by Debtor of the security interest herein, (ii) the exercise by Lender of its rights and remedies hereunder or (iii) Debtor’s execution, delivery and performance of the Loan Documents, including, without limitation, the borrowing of the Term Loan and the issuance of the Common Stock.

(f)                       Security Interest . Debtor has and will have at all times full right, power and authority to grant a security interest in the Collateral to Lender in the manner provided herein, free and clear of any lien, security interest or other charge or encumbrance. This Agreement creates a valid and binding first priority security interest in favor of Lender in the Collateral securing the Obligations. The filing of the financing statements hereby authorized by Debtor and payment of any applicable fees will perfect, and establish the priority of Lender’ security interest hereunder in the Collateral securing the Obligations, to the extent a security interest in the such Collateral may be perfected by filing a financial statement under the UCC.

(g)                      Power; Authorization; Enforceable Obligations . Debtor (i) has the corporate power and authority, and the legal right, to make, deliver and perform the Loan Documents; (ii) has taken all necessary corporate action to authorize the borrowings on the terms and conditions of this Agreement and the other Loan Documents; and (iii) has taken all necessary corporate action to authorize the execution, delivery and performance of the Loan Documents. This Agreement and each other Loan Document has been duly executed and delivered on behalf of Debtor. This Agreement and each other Loan Document constitutes a legal, valid and binding obligation of Debtor, enforceable against each such entity in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law).

(h)                      No Material Litigation . No litigation, investigation or proceeding of or before any arbitrator or governmental authority is pending or, to the knowledge of Debtor, threatened by or against Debtor (or any Person in which Debtor has an ownership interest) or against any of its properties or revenues (i) with respect to any of the Loan Documents or any of the transactions contemplated hereby or thereby, or (ii) which could reasonably be expected to have a Material Adverse Effect.

(i)                        No Default . Debtor is not in default under or with respect to any of its Indebtedness in any respect which could reasonably be expected to have a Material Adverse Effect.

(j)                        Collateral . The Collateral and Lender’s rights with respect to the Collateral are not subject to any setoff, claims, withholdings or other defenses. All of the Obligations of Debtor will, at the time from and after the execution and delivery of each of the Loan Documents, be entitled to the benefits of and be secured by each of the Loan Documents. All Collateral owned by Debtor is located at Debtor’s chief executive office.

(k)                      No Assumption of Liability . Lender shall not be deemed by Debtor to have assumed any obligation or liability under the Collateral by reason of or arising out of this Agreement.

Section 4.2         Affirmative Covenants . Unless Lender shall otherwise consent in writing, Debtor will at all times comply with the covenants contained in this Section 4.2 from the date hereof and so long as any part of the Obligations is outstanding.

(a)                       Ownership and Liens . Debtor will maintain all Collateral free and clear of all liens, security interests, encumbrances or adverse claims, except for the security interest created by the Loan Documents. Debtor will defend the Collateral against any party other than Lender.

(b)                      Gross Profit Calculations . Concurrently with the making of the payment set forth in Section 2.4(b) and each of the monthly payments set forth in Section 2.4(c), Debtor shall deliver to Lender a Statement of Gross Profit Calculation, in a form reasonably acceptable to Lender, setting forth the calculation of the Gross Profit for the applicable calendar quarter to which such payment relates. Lender shall have the right to review Debtor’s books and records to verify the calculation of Gross Profit on any Statement of Gross Profit Calculation. If Lender disputes any such calculation, and if Debtor and Lender cannot resolve the matter within 30 days of Lender’s objection, the parties shall submit the matter to a mutually selected neutral public accounting firm (“ Neutral Accounting Firm ”) to decide the matter as an expert (and not as an arbitrator) with binding effect upon the parties. As part of its decision, the Neutral Accounting Firm shall determine on an equitable basis which of the parties shall bear the costs of the Neutral Accounting Firm, taking into account which of the parties came closer, in its proposal for the figures of the applicable calculated Gross Profit, to the conclusions therefor reached by the Neutral Accounting Firm.

(c)                       Financial Statements . Debtor will promptly furnish to Lender or cause to be furnished to Lender, as soon as available and in any event prior to March 31, 2017, the balance sheet of Debtor as at December 31, 2016, and the statement of income of Debtor for the year ending December 31, 2016, prepared by an independent certified public accountant.

(d)                      Notices . Promptly, and in any event within five (5) Business Days of the occurrence of any event described in subsections (i) through (iv) below, Debtor shall give notice to Lender in writing of:

(i)                  the occurrence of any Default or Event of Default;

(ii)                any default or event of default of any Indebtedness of Debtor;

(iii)              any single litigation matter or proceeding affecting Debtor in which (i) the amount claimed from such single entity is $75,000 or more and not covered by insurance or (ii) injunctive or similar relief is sought which if granted could be expected to have a Material Adverse Effect on Debtor; and

(iv)              any other development or event which could be expected to have a Material Adverse Effect on Debtor.

Each notice pursuant to subsections (i) through (iv) above set forth details of the occurrence referred to therein and stating what action Debtor proposes to take with respect thereto.

(e)                       Taxes . Debtor will file all tax returns required by law before the due date thereof (as validly extended) and pay and discharge promptly when due all taxes, assessments and governmental charges or levies imposed upon it or upon its income or upon any of its property as well as all claims of any kind (including claims for labor, materials, supplies and rent) which, if unpaid, might become a Lien upon any of the Collateral; provided, however, Debtor shall not be required to pay any such tax, assessment, charge, levy or claim if the amount, applicability or validity thereof shall currently be contested in good faith by appropriate proceedings diligently conducted and if the contesting party shall have set up reserves therefor adequate under generally accepted accounting principles.

(f)                       Further Assurances . Debtor will, at its expense and at any time and from time to time, promptly execute and deliver all further instruments and documents and take all further action that may be necessary or desirable or that Lender may reasonably request in order (i) to perfect and protect the security interest created or purported to be created hereby and the current or a more favorable priority of such security interest; (ii) to enable Lender to exercise and enforce its rights and remedies hereunder in respect of the Collateral; or (iii)  to otherwise effect the purposes of this Agreement and the other Loan Documents.

(g)                      Processing Agreement . At Closing, Debtor shall deliver to the Lender the fully executed Processing Agreement.

(h)                      Other Information . Debtor will promptly provide Lender with such additional information, reports or statements regarding Debtor’s business operations or financial condition as Lender may request from time to time.

(i)                        Insurance . Debtor will maintain insurance with responsible companies on the Collateral and Debtor’s business, in such amounts and against such risks as is customarily maintained by similar businesses operating in the same vicinity and industry, specifically to include a policy of fire and extended coverage insurance covering all assets and liability insurance. Lender shall appear as a co-insured and named insured on all liability and casualty insurance policies. Evidence of such insurance shall be supplied to Lender by the Company within fifteen (15) calendar days of receipt of such original policies and each renewal thereof.

(j)                        Debtor’s Existence and Compliance . Debtor shall maintain its corporate existence in good standing and comply with all laws, regulations and governmental requirements applicable to it and/or to any of its property, business operations and transactions.

(k)                      C2GO Gaming Name Change; C2GO Website Changes. On or before the Closing Date:

(i)                  The web site “c2gocard.com” will be changed to delete the sections and references relating to gaming, and to otherwise remove any suggestion that Debtor is engaged in any activities related to the gaming or similar industries.

(ii)                C2GO Gaming Inc. will not use the name “C2GO” in its business activities or branding, or otherwise indicate or suggest in any website or publication any affiliation between Debtor and C2GO Gaming Inc..

Section 4.3         Negative Covenants . Unless Lender shall otherwise consent in writing, Debtor will at all times comply with the covenants contained in this Section 4.3 from the date hereof and so long as any part of the Obligations is outstanding.

(a)                       Encumbrance . Debtor will not grant a lien or security interest in or execute, file or record, any financing statement or other security instrument or authorize such actions with respect to the Collateral.

(b)                      Information about Debtor; Collateral . Debtor shall not change its name, jurisdiction of incorporation (whether by reincorporation, merger or otherwise), the location of its chief executive office or any location specified in Section 4.1(b) hereof except upon giving not less than thirty (30) days’ prior written notice to Lender and taking or causing to be taken all such action at Debtor’s expense as may reasonably be requested by Lender to perfect or maintain the perfection of the Lien of Lender in the Collateral.

(c)                       Transactions with Affiliates . Debtor shall not enter into, or cause, suffer or permit to exist any transaction, arrangement, or contract with any of its affiliates which would not be entered into by a prudent Person in the position of such entity with, and which is on terms which are less favorable than are obtainable from, any Person which is not one of its affiliates.

(d)                      Prohibition of Fundamental Changes . Debtor shall not (i) cease operations, liquidate, merge, transfer, acquire or consolidate with any other entity, dissolve or transfer or sell assets out of the ordinary course of business, (ii) materially alter or otherwise modify its respective existing capital or corporate structures or (iii) amend the Certificate of Incorporation or By-Laws of Debtor.

(e)                       Bank Accounts . Debtor shall not open, create or permit to exist any operating, collection or disbursement account in the name of Debtor, except those in existence as of the date hereof.

(f)                       Limitation on Debtor Dividends and Payments of Subordinated Debt . Debtor shall not declare dividends on, or make any payment on account of (including redemption of), any shares of any class of stock or any other equity interest of Debtor, or any Indebtedness, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of the Debtor.

(g)                      Limitation on Future Senior Debt. Debtor shall not agree to any future Indebtedness which would be senior to the Obligations without the prior written consent of the Lender. Any Indebtedness incurred by Debtor shall be subject to the lender executing a subordination agreement in a form reasonable acceptable to Lender.

ARTICLE V 

EVENTS OF DEFAULT; REMEDIES

Section 5.1         Events of Default . If any one or more of the following events shall occur and be continuing, an “Event of Default” shall exist:

(a)                       Debtor shall fail to pay any principal of or interest on the Term Loan within fifteen (15) days following the date when the same becomes due, whether at the Maturity Date or any accelerated date of maturity; provided, however, if Debtor fails to pay any amount on or before its due date twice during the eighteen month term of the Term Loan, no cure period shall apply to any future Defaults in payment and an Event of Default will occur immediately on any failure thereafter to pay an amount on or before its due date;

(b)                      Any representation or warranty made by Debtor herein or in any other Loan Document or which is contained in any certificate, document or financial or other statement furnished by it at any time under or in connection with this Agreement or any other Loan Document shall prove to have been incorrect in any material respect on or as of the date made or deemed made and as a result shall have caused a Material Adverse Effect;

(c)                       Debtor shall breach any term, covenant or agreement contained in Sections 4.2 and 4.3 herein, and such breach shall continue unremedied for a period of fifteen (15) days from the Debtor’s receipt of written notice of the breach from Lender (provided, however, no cure period shall be given if such breach cannot be cured);

(d)                      Debtor shall breach any other material term, covenant or agreement contained in this Agreement or in any other Loan Document (other than those specified elsewhere in this Section 5.1), and such breach shall continue unremedied for a period of thirty (30) days from the Debtor’s receipt of written notice of the breach from Lender (provided, however, no cure period shall be given if such breach cannot be cured);

(e)                       Debtor shall (i) default in any payment of principal of or interest on any Indebtedness beyond the period of grace (not to exceed thirty (30) days), if any, provided in the instrument or agreement under which such Indebtedness was created or (ii) default, beyond any grace period provided (not to exceed thirty (30) days), in the observance or performance of any other agreement or condition relating to any such Indebtedness or contained in any instrument or agreement evidencing, securing or relating thereto, or any other event shall occur or condition exist, the effect of which default or other event or condition is to cause, or to permit the holder or holders of such Indebtedness or beneficiary or beneficiaries thereof to cause such Indebtedness to become due prior to its stated maturity;

(f)                       (i) Debtor shall commence any case, proceeding or other action (A) under any existing or future law of any jurisdiction, domestic or foreign, relating to bankruptcy, insolvency, reorganization or relief of debtors, seeking to have an order for relief entered with respect to Debtor, or seeking to adjudicate Debtor a bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding-up, liquidation, dissolution, composition or other relief with respect to Debtor or its debts, or (B) seeking appointment of a receiver, trustee, custodian, conservator or other similar official for Debtor or for all or any substantial part of Debtor’s assets, or Debtor shall make a general assignment for the benefit of Debtor’s creditors, or (ii) there shall be commenced against Debtor any case, proceeding or other action of a nature referred to in clause (i) above which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged or unbonded for a period of 60 days, or (iii) there shall be commenced against Debtor any case, proceeding or other action seeking issuance of a warrant of attachment, execution, distraint or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof, or (iv) Debtor shall take any action in furtherance of, or indicating Debtor’s consent to, approval of, or acquiescence in, any of the acts set forth in clause (i), (ii), or (iii) above, or (v) Debtor shall generally not, or shall be unable to, or shall admit in writing Debtor’s inability to, pay Debtor’s debts as they become due;

(g)                      one or more judgments or decrees shall be entered against Debtor involving in the aggregate a liability (not paid or covered by insurance) of $100,000 or more, and all such judgments or decrees shall not have been paid, vacated, discharged, stayed or bonded pending appeal within sixty (60) days from the entry thereof;

(h)                      (i) any one or more of the Loan Documents after execution thereof shall cease, for any reason, to be in full force and effect and such Loan Document shall not have been reinstated to Lender’ reasonable satisfaction within three (3) days of Debtor’s receipt of written notice from Lender of the steps required to reinstate such Loan Document, (ii) any action or suit at law or in equity or other legal proceeding to cancel, revoke or rescind any one or more of the Loan Documents shall be commenced by or on behalf of Debtor or any governmental authority, or (iii) any of the Liens created by any of the Loan Documents shall cease to be enforceable and of the same effect and priority purported to be created thereby and such Lien shall not be reinstated with the same enforceability, effect, and priority as required by this Agreement within five (5) days of Debtor’s receipt of written notice from Debtor of the problem in question;

(i)                        the occurrence of a Change of Control;

(j)                        Debtor shall be enjoined, restrained or in any way prevented by the order of any court or any administrative or regulatory agency from conducting any material part of its businesses and such order shall continue in effect for more than sixty (60) days; or

(k)                      if Debtor’s principal place of business and/or a majority of Debtor’s employees become located outside of Nevada.

In such event, (A) if such event is an Event of Default specified in paragraph (g) of this section, all Obligations (with accrued interest thereon) and all other amounts owing under this Agreement shall immediately become due and payable, and (B) if such event is any other Event of Default, then Lender may, without notice to Debtor, declare the Obligations hereunder (with accrued interest thereon) and all other amounts owing under this Agreement to be due and payable forthwith, whereupon the same shall immediately become due and payable. Presentment, demand, protest, notice of termination, notice of acceleration, notice of intent to accelerate and all other notices of any kind are hereby expressly waived by Debtor to the fullest extent permitted by applicable law.

ARTICLE VI
REMEDIES, POWERS AND AUTHORIZATIONS

Section 6.1         Event of Default Remedies . If an Event of Default shall have occurred and be continuing, Lender may from time to time in their discretion, without limitation and without notice except as expressly provided below or by non-waivable, applicable law:

(a)                       Proceed to protect and enforce its rights by suit in equity, action at law or other appropriate proceeding, whether for the specific performance of any covenant or agreement contained in this Agreement and the other Loan Documents or any instrument pursuant to which the Obligations to Lender are evidenced, including as permitted by applicable law the obtaining of the ex parte appointment of a keeper, and, if such amount shall have become due, by declaration or otherwise, proceed to enforce the payment thereof or any other legal or equitable right of Lender. No remedy herein conferred upon Lender are intended to be exclusive of any other remedy and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or any other provision of law;

(b)                      Exercise in respect of the Collateral, in addition to other rights and remedies provided for herein, all the rights and remedies of a secured party under the UCC (whether or not the UCC applies to the affected Collateral);

(c)                       Reduce its claim to judgment, execution, foreclose or otherwise enforce, in whole or in part, the security interest created hereby by any available judicial procedure;

(d)                      Require Debtor to give possession and/or control of the Collateral to Lender;

(e)                       Take physical possession of the Collateral and maintain it on Debtor’s premises, in a public warehouse or at such other place as Lender chooses;

(f)                       Take control of Proceeds and use cash Proceeds to reduce any part of the Obligations;

(g)                      Dispose of, at their offices, on the premises of Debtor or elsewhere, all or any part of the Collateral, as a unit or in parcels, by public or private proceedings, and by way of one or more contracts (it being agreed that the sale of any part of the Collateral shall not exhaust Lender’ power of sale, but sales may be made from time to time, and at any time, until all of the Collateral has been sold or until the Obligations have been paid and performed in full), and at any such sale it shall not be necessary to exhibit any of the Collateral;

(h)                      Buy the Collateral, or any part thereof, at any public sale;

(i)                        Sell or buy the Collateral, or any part thereof, at any private sale if the Collateral is of a type customarily sold in a recognized market or is of a type which is the subject of widely distributed standard price quotations;

(j)                        Apply by appropriate judicial proceedings for appointment of a receiver or keeper for the Collateral, or any part thereof, and Debtor hereby consents to any such appointment; and

(k)                      Exercise self-help remedies, including, without limitation, self-help repossession, to the fullest extent permitted by applicable law.

Debtor agrees that, to the extent notice of sale shall be required by law, at least thirty (30) calendar days’ notice to Debtor of the time and place of any public sale or the time after which any private sale is to be made shall constitute reasonable notification. Lender shall not be obligated to make any sale of Collateral regardless of notice of sale having been given. Lender may adjourn any public or private sale from time to time by announcement at the time and place fixed therefor, and such sale may, without further notice, be made at the time and place to which it was so adjourned. The foregoing rights and powers of Lender shall be in addition to, and not a limitation upon, any rights and powers of Lender pursuant to applicable law, custom, elsewhere in the Loan Documents or otherwise.

Section 6.2         Provisions Concerning the Collateral .

(a)                       Financing Statement Filings . Debtor hereby authorizes Lender to file, without the signature of Debtor where permitted by law, one or more financing or continuation statements, and amendments thereto, relating to the Collateral. Such statements may: (i) describe the Collateral, and (ii) contain any other information required by part 5 of Article 9 of the Uniform Commercial Code of each state in which Lender elect to file a financing statement for the sufficiency or filing office acceptance of any financing statement or amendment, including whether Debtor is an organization, the type of organization and any organization identification number issued to Debtor. Debtor agrees to furnish all such information to Lender promptly upon request.

(b)                      Collection Rights . Lender shall have the right at any time during the existence of an Event of Default to notify any or all account debtors and other persons obligated under any other Collateral to make payment of all amounts due or to become due to Debtor thereunder directly to Lender and, upon such notification and at the expense of Debtor and to the extent permitted by law, to enforce collection of any such Collateral, and to adjust, settle or compromise the amount or payment thereof, in the same manner and to the same extent as Debtor may have done.

Section 6.3         Distribution of Collateral Proceeds . If, following the occurrence or during the continuance of any Default or Event of Default, Lender receive any monies in connection with the enforcement of any of the Loan Documents, or otherwise with respect to the realization upon any of the Collateral, such monies shall be distributed for application as follows:

(a)                       First, to the payment of, or (as the case may be) the reimbursement of Lender for or in respect of all reasonable costs, expenses, disbursements and losses (including, without limitation, legal fees and related expenses) which shall have been incurred or sustained by Lender in connection with the collection of such monies by Lender, for the exercise, protection or enforcement by Lender of all or any of the rights, remedies, powers and privileges of Lender under this Agreement or any of the other Loan Documents or in respect of the Collateral and supports the provision of adequate indemnity to Lender against all taxes or liens which by law shall have, or may have, priority over the rights of Lender to such monies;

(b)                      Second, to all other Obligations in such order or preference as Lender may determine; provided, however, that Lender may in their discretion make proper allowance to take into account any Obligations not then due and payable;

(c)                       Third, to the satisfaction of any Indebtedness secured by any subordinate security interest in the Collateral if written notice of demand thereof is received by Lender before distribution of the proceeds is completed; and

(d)                      Fourth, the excess, if any, shall be returned to Debtor, or to such other Persons as are entitled thereto.

Section 6.4         Deficiency . In the event that the proceeds of any sale, collection or realization of or upon Collateral by Lender are insufficient to pay all Obligations and any other amounts to which Lender are legally entitled, Debtor shall be liable for the deficiency, together with interest thereon as provided in this Agreement or (if no interest is so provided) at such other rate as shall be fixed by applicable law, together with the costs of collection and the reasonable fees of any attorneys employed by Lender to collect such deficiency.

ARTICLE VII
LENDER REPRESENTATIONS

Section 7.1         Lender Representations . Lender represents and warrants that it has authority to enter into this Agreement and that the persons signing for Lender are authorized and directed to do so by all requisite action. This Agreement is a legal, valid and binding obligation of Lender, enforceable in accordance with its terms.

ARTICLE VIII
MISCELLANEOUS

Section 8.1         Notices . Any notice or communication required or permitted hereunder shall be given in writing, sent by (a) personal delivery, (b) expedited delivery service with proof of delivery, or (c) registered or certified United States mail, postage prepaid, return receipt requested, addressed to the appropriate party as follows:

To Debtor:                 C2GO, Inc.

3355 S. Highland Drive

Las Vegas, NV 89109

Attention: President

To Lender:                FiCentive, Inc.

12500 San Pedro, Suite 120

San Antonio, TX 78216

Attention: CEO

or to such other address or to the attention of such other individual as hereafter shall be designated in writing by the applicable party sent in accordance herewith. Any such notice or communication shall be deemed to have been given either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein.

Section 8.2         Amendments . No amendment of any provision of this Agreement shall be effective unless it is in writing and signed by Debtor and Lender, and no waiver of any provision of this Agreement, and no consent to any departure by Debtor therefrom, shall be effective unless it is in writing and signed by Lender, and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given and to the extent specified in such writing.

Section 8.3         Preservation of Rights . No failure on the part of Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any such right preclude any other or further exercise thereof or the exercise of any other right. Neither the execution nor the delivery of this Agreement shall in any manner impair or affect any other security for the Obligations. The rights and remedies of Lender provided herein are cumulative and are in addition to, and not exclusive of, any rights or remedies provided by law.

Section 8.4         Unenforceability . Any provision of this Agreement which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or invalidity without invalidating the remaining portions hereof or thereof or affecting the validity or enforceability of such provision in any other jurisdiction.

Section 8.5         Binding Effect and Assignment . This Agreement creates a continuing first lien security interest in the Collateral and (a) shall be binding on Debtor and its successors and permitted assigns and (b) shall inure, together with all rights and remedies of Lender hereunder, to the benefit of Lender and their successors, transferees and assigns. None of the rights or duties of Debtor hereunder may be assigned or otherwise transferred without the prior written consent of Lender except as provided herein.

Section 8.6         Termination . Upon the satisfaction in full of the Obligations and upon written request for the termination hereof delivered by Debtor to Lender, this Agreement and the security interest created hereby shall terminate and all rights to the Collateral shall revert to Debtor. Upon such termination, Lender will, upon Debtor’s request and at Debtor’s expense, (a) return to Debtor such of the Collateral as shall not have been sold or otherwise disposed of or applied pursuant to the terms hereof; and (b) execute and deliver to Debtor such documents as Debtor shall reasonably request to evidence such termination.

Section 8.7         Successors and Assigns . This Agreement is for the benefit of Lender, and may not be assigned by Debtor without the consent of Lender. Debtor hereby recognizes and agrees that Lender may, from time to time, one or more times, transfer all or any portion of the Obligations to an affiliate of any Lender, including without limitation any acquirer of substantially all of the assets of Lender. Debtor specifically agrees and consents to all such transfers and assignments. Such transferee shall be vested with all the powers and rights of Lender hereunder relative to such Obligations so transferred.

Section 8.8         Relationship Between the Parties . The relationship between Lender and Debtor shall be solely that of lender and borrower, and such relationship shall not, under any circumstances whatsoever, be construed to be a joint venture or partnership.

Section 8.9         Governing Law; Jurisdiction; Consent to Service of Process .

(a)                       This Agreement shall be construed in accordance with and governed by the internal laws of the State of Texas, without regard or reference to its choice of law principles.

(b)                      Debtor hereby irrevocably and unconditionally submits, for itself and its property, to the exclusive jurisdiction to any state or federal court having jurisdiction in Bexar County, Texas, and any appellate court form any thereof, in any action or proceeding arising out of or relating to any Loan Document or for recognition or enforcement of any judgment, and each of the parties hereto hereby irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such State or, to the extent permitted by law, in such Federal court. Each of the parties hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. Nothing in this Agreement or any other Loan Document shall affect any right that Lender may otherwise have to bring any action or proceeding relating to this Agreement or any other Loan Document against Debtor or its properties in the courts of any jurisdiction.

(c)                       Debtor hereby irrevocably and unconditionally waives, to the fullest extent it may legally and effectively do so, any objection which it may now or hereafter have to the laying of venue of any suit, action or proceeding arising out of or relating to this Agreement or any other Loan Document in any court referred to in paragraph (b) of this Section. Each of the parties hereto hereby irrevocably waives, to the fullest extent permitted by law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.

(d)                      Each party to this Agreement irrevocably consents to service of process in the manner provided for notices in Section 8.1 herein. Nothing in this Agreement or any other Loan Document will affect the right of any party to this Agreement to serve process in any other manner permitted by law.

(e)                       WAIVER OF JURY TRIAL. EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER LOAN DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH PARTY HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT IT AND THE OTHER PARTIES HERETO HAVE BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.

Section 8.10     Counterparts . This Agreement may be executed by one or more of the parties hereto on any number of separate counterparts (including by facsimile or pdf email transmission), and all of said counterparts taken together shall be deemed to constitute one and the same instrument.

Section 8.11     Press Releases . Any press releases issued by either party must be approved by both parties prior to their issuance, which consent shall not be unreasonably withheld or delayed.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed and delivered by their proper and duly authorized officers as of the date first above written.

DEBTOR:

C2GO, INC.

By:

Name: Andrew DeMaio

Title: President

LENDER:

FiCentive, Inc.

By: /s/ Louis Hoch                             

Name: Louis A. Hoch

Title: President & CEO

EXHIBIT “A” FORM OF SENIOR SECURED NOTE

Senior Secured Note

FOR VALUE RECEIVED, C2Go, Inc., a Nevada corporation, having its principal place of business at 3355 S. Highland Drive, NV 89109 (“Borrower”) hereby promises to pay to the order of FiCentive Inc., a Nevada corporation (“Lender”), in the manner and at the times set forth in that certain Loan and Security Agreement dated as of the date hereof by and between Borrower and Lender (as amended, modified or supplemented, the “Agreement”), in lawful money of the United States of America, in immediately available funds, the principal amount of TWO HUNDRED THOUSAND DOLLARS ($200,000.00) plus interest on the unpaid balance thereof at the interest rates set forth in the Agreement, and payable in accordance with the payment terms set forth in the Agreement.

This Note is executed and delivered pursuant to the terms and conditions of the Agreement. All or any portion of the principal amount of the Term Loan may be prepaid at any time. All capitalized terms not otherwise defined herein shall have the respective meanings set forth in the Agreement.

If payment of any sums due hereunder is accelerated under the terms of the Agreement or under the terms of the other Loan Documents executed in connection with the Agreement, the then remaining principal amount hereof and accrued but unpaid interest thereon evidenced by this Note shall become immediately due and payable, without presentation, demand, protest or notice of any kind, all of which are hereby waived by Borrower.

In the event this Note is not paid when due at any stated or accelerated maturity, Borrower agrees to pay, in addition to the principal and interest due hereunder, all costs of collection, including reasonable attorneys’ fees, and interest thereon at the rates set forth in the Agreement.

This Note is issued pursuant to and entitled to the benefits and security of the Agreement to which reference is hereby made for a more complete statement of the terms and conditions upon which the Term Loan evidenced hereby was made and is to be repaid. This Note shall be governed by and construed in accordance with the laws of the State of Texas.

IN WITNESS WHEREOF, Borrower has caused this Note to be made, executed and delivered by its duly authorized representative as of the date and year first above written, all pursuant to authority duly granted.

C2Go, Inc.

By:                                                     

Name: Andrew DeMaio

Title: President

EXHIBIT 10.2

PREPAID CARD MARKETING AND PROCESSING AGREEMENT

This PREPAID CARD MARKETING AND PROCESSING AGREEMENT (this “ Agreement ”) is made and entered into as of February 2, 2016 (the " Effective Date ") by and between FiCentive, Inc., a Nevada corporation (“ FiCentive ”), whose principal business address is 12500 San Pedro, Suite 120, San Antonio, Texas 78216 and C2GO Inc., a Nevada Corporation (hereinafter “ CLIENT ”), whose principal business address is 3355 S. Highland Drive, NV 89109.

R E C I T A L S

A.                 FiCentive, through a network of affiliate banking and processing relationships (the “ FiCentive Prepaid Partners ”), distributes, manages and processes prepaid stored value cards (collectively, the “ Cards ”) issued by Sunrise Banks of St. Paul, MN or another bank of FiCentive’s choosing (the “ Issuing Bank ”) that are sold through various channels to consumers and businesses (collectively, the “ Cardholders ”); and

B. CLIENT has relationships with various business entities (“ CLIENT Partners ”) that may desire to distribute compensatory payments to non-employees by electronic delivery of funds to Prepaid Card Account products and services such as those offered by FiCentive (although CLIENT makes no representation or warranty regarding such willingness).

C. CLIENT has developed and operates a web-accessed business portal (the “ CLIENT Platform ”) that allows CLIENT Partners to instruct FiCentive to move funds from a CLIENT Partner Prefunding Account to Prepaid Cards, and also desires sell and/or distribute Prepaid Cards for such purpose, and FiCentive is willing to grant to CLIENT certain rights to use, distribute, market, promote and/or sell Prepaid Cards directly to consumers and through and with various affiliates or partners of CLIENT in exchange for certain compensation, under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, based on the foregoing and the mutual and dependent promises contained herein, the parties hereto agree as follows:

DEFINITIONS

The following definitions apply to the terms set forth below when used in this Agreement:

1.01    ACH means Automated Clearing House which consists of a collection of electronic interbank networks used to process transactions electronically.

1.02    Acquirer means the financial institution that establishes and maintains the merchant account, receives transactions from the merchant and initiates the interchange via the Visa, MasterCard and Discover networks and ATM/debit networks.

1.03    Account or Card Account means a Cardholder account or CLIENT account, as applicable, that is a virtual or pseudo deposit account within an aggregate or pooled account held at one or more financial institutions and which is serviced under this Agreement.

1.04    ATM means Automated Teller Machine.

1.05    Card, Prepaid Card or Stored Value Card means a plastic magnetic stripe card, or a virtual or hosted representation or emulation of a plastic magnetic stripe card, which is issued to a person by the Issuer that is associated with and contains information pertinent to an Account.

1.06    CLIENT Cards means a Prepaid Card sold, distributed or used by CLIENT or a CLIENT Partner under the terms of this Agreement.

1.07    Cardholder means the person (or entity) to whom a Card has been issued; the owner of the Card.

1.08    CLIENT Cardholder means the person (or entity) to whom a CLIENT Card has been issued; the owner of the CLIENT Card and associated Account.

1.09    Cardholder Agreement means the agreement between Bank and a Cardholder governing the terms and conditions applicable to use of a Card.

1.10    Card Package means a packet that generally includes a Card in a Card carrier, an explanation of the services available to the Cardholder; an activation label with the IVR number that the Cardholder can call to activate the Card; additional disclosures including but not limited to the current version of the Cardholder Agreement; and the fees and charges that apply to use of the Card, as may be amended from time to time.

1.11    Issuer or Issuing Bank means Sunrise Banks of St. Paul, MN or another bank of FiCentive’s choosing that issues the Card to the individual.

1.12    Merchant means a retailer, or any other person, firm, or corporation that, by agreement, accepts stored value cards when properly presented.

1.13    Operating Rules means the rules and business practices established by the FiCentive (the “Rules” as defined below), Payment Networks and Issuer and provided to CLIENT by the FiCentive, which are meant to increase consistency and interoperability among the various financial service providers that interact with each other and the end-users including the Payment Networks and the Issuer. Operating Rules include, but are not limited to, authorization procedures, settlement timing requirements and audit and accounting rules.

1.14    Payment Network means Visa® or MasterCard® or other payment networks that act as a gateway between acquirers and issuers for authorizing and funding transactions and whose brands appear on the Card to indicate where a Card is accepted.

1.15    Personal Identification Number (PIN) means the code that assists an Issuer to authenticate the Cardholder for the purpose of approving a Card transaction. PINs may or may not be used in association with a Card, based upon the Program details.

1.16    FiCentive Customer Data means any and all data and information about FiCentive customers or clients provided to FiCentive by FiCentive customers or otherwise acquired by FiCentive from any source.

1.17    CLIENT Customer Data means any and all data and information about CLIENT customers or CLIENT Partners provided to CLIENT by CLIENT Cardholders or CLIENT Partners or otherwise acquired by CLIENT from any source.

1.18    Program means the type of Prepaid Card (e.g. consumer, corporate, gift, etc.) and associated fees and functionality of the Prepaid Cards CLIENT will distribute or sell under this Agreement, as well as CLIENT’s plan for offering, marketing and/or loading CLIENT Cards, including the specific development, design and implementation requirements.

1.19    Program Manager means the owner of a prepaid stored value card Program. Typically, Program Managers are responsible for establishing relationships with processors, Financial Institutions, Issuers and Payment Networks. For the purpose of this Agreement, the FiCentive will also act as the Program Manager.

1.20    Rules or Processor Rules mean those certain rules and regulations promulgated by FiCentive from time to time that govern access to and use of the System. The Processor Rules are meant to increase consistency and interoperability among the various financial services providers including financial institutions, the Issuer and the Payment Networks that interact with each other and the end-users. FiCentive may, from time to time, modify the Rules in which event FiCentive shall provide written notice to CLIENT of said changes. However, in no case will CLIENT be required to operate under amended Rules which CLIENT has not agreed to in writing unless such changes are as a result of requirements imposed by the Issuer, a Payment Network or government laws or regulations.

1.21    Settlement means the movement of funds between CLIENT and/or CLIENT Partners and FiCentive or Issuing Bank in accordance with the Operating Rules and Processor Rules.

1.22    Prefunding Account means the account maintained by FiCentive or Issuer used for Settlement of all CLIENT funded or facilitated loads to a Card Account.

1.23    CLIENT Partner Agreement means an agreement to be entered into with each Client Partner relating to, among other matters, the creation of a separate Prefunding Account or an identifiable apportionment of a Prefunding Account at FiCentive which represents funds delivered to FiCentive by a CLIENT Partner to facilitate future loads by such CLIENT Partner to a CLIENT Card or to facilitate transfer by such CLIENT Partner to another CLIENT Prefunding Account, which represents funds not yet loaded onto Cards. The form of such Client Partner Agreement shall be approved by CLIENT and FiCentive.

1.24    The System means the computer equipment, computer software and related proprietary technology, equipment, business methods and documentation used at any time and from time to time by FiCentive to provide the services contemplated by this Agreement. The System is a real-time, host-based processing system that operates 24 hours a day, 7 days a week. Among other things, the System serves to effectuate the simultaneous electronic transfer of funds between various financial accounts including Card Accounts. Based upon the Program description, loading funds to a Card Account may occur electronically through an account-to-account transfer, through a bank, retailers or others who provide loading services, and by direct payroll deposit. Based upon the Program description, funds in Accounts may be removed through an electronic account-to-account transfer, through use of a Card at an ATM to withdraw cash, through use of a Card to make purchases from Merchants who participate in a Payment Network that is authorized for the Program and through the utilization of ACH transactions or other disbursement services.

1.25    Transaction means activities related to a Cardholder’s Account including, but not limited to, when a Cardholder makes a purchase, conducts a balance inquiry or withdraws cash.

1. APPOINTMENT OF CLIENT AS DISTRIBUTOR

1.1  Appointment . FiCentive hereby grants to CLIENT a non-exclusive right to distribute, market, promote, use and/or sell Prepaid Cards that are managed and processed by FiCentive and issued by the Issuing Bank under the terms and conditions specified in this Agreement.

1.2  Addition or Deletion of CLIENT Partners . CLIENT agrees to submit all required paperwork required by the FiCentive to approve or deny all CLIENT Partners. New CLIENT Partners may only be added with the prior written consent of FiCentive and Issuing Bank and CLIENT will not provide CLIENT Partners the rights or ability to distribute, market, promote or sell CLIENT Cards, until approval is received.

1.3  Limited Agency; Regulatory and Other Inspections . FiCentive hereby appoints CLIENT as its sales representative with the authority to distribute or sell CLIENT Cards on behalf of FiCentive. For the sole purpose of selling or distributing CLIENT Cards, CLIENT shall be deemed an agent of FiCentive. Neither FiCentive nor CLIENT may authorize sub-representatives or CLIENT Partners to sell or market CLIENT Cards except in compliance with applicable requirements of MasterCard, Visa, Discover, Maestro, Cirrus, Interlink, Plus, STAR, PULSE and any other card association that is applicable (collectively the “ Payment Networks ”) and the Issuing Bank. FiCentive and CLIENT may be subject to supervision, examination and regulation as provided by applicable federal and state law and regulations, as well as the requirements of the Issuing Bank and the Payment Networks. CLIENT hereby consents to inspections by federal and state authorities of its books and records relating to FiCentive and the Issuing Bank. CLIENT is under a duty to act only as authorized under this Agreement, and if CLIENT exceeds such authority, this Agreement may be terminated and CLIENT may be subject to disciplinary action by federal and state authorities.

2.      GENERAL REQUIREMENTS FOR PROMOTION OF THE CARDS

2.1  Distribution and Marketing . CLIENT will distribute or enable the purchase of the CLIENT Cards directly to individuals or businesses or through CLIENT Partners as set forth on Schedule A attached hereto, as well as certain with additional methods or through additional CLIENT Partners that CLIENT may serve in the future, as mutually agreed upon by the Parties in accordance with Section 1.2. CLIENT agrees that all marketing materials developed by it that mention, promote, or are associated with the CLIENT Cards or otherwise contain FiCentive’s, the Issuing Bank’s, or the Payment Network’s tradename, trademarks or other intellectual property rights must be approved in writing by FiCentive prior to use. Failure to comply with this provision will be deemed a material breach of the Agreement.

2.2  Marketing Expenses . CLIENT will be responsible for payment of any marketing materials, technology, equipment, supplies and the like developed by it and used in connection with the sale of the CLIENT Cards.

2.3  Covenants . Each Party covenants that it will: (a) conduct business in a manner that reflects favorably at all times on the CLIENT Cards and the good name, goodwill and reputation of the other Party; (b) avoid deceptive, misleading or unethical practices that are or might be detrimental to the other Party or the CLIENT Cards; (c) make no false or misleading representations with regard to the other Party or the CLIENT Cards; (d) not publish or employ, or cooperate in the publication or employment of, any misleading or deceptive advertising material with regard to the other Party or the CLIENT Cards; and (e) make no representations, warranties or guarantees with respect to the CLIENT Cards that are inconsistent with literature or language distributed or approved by FiCentive, Issuing Bank or the Payment Networks.

2.4  Card Package. CLIENT, with FiCentive’s assistance, if requested, shall design the CLIENT Card and Card Package, including any Card mailers, promotional inserts and Card mailing envelopes (the “Related Mailing Pieces”) for mailing the CLIENT Cards to Cardholders. CLIENT shall design the CLIENT Card and the Related Mailing Pieces using the CLIENT’s name and trademarks using the standard design and materials all in accordance with the Payment Networks’ Regulations, which design and materials must be approved by FiCentive, the Payment Networks, and the Issuing Bank; provided that FiCentive shall assist CLIENT to obtain from the Payment Network and Issuing Bank the requisite approvals for the design of the CLIENT Card. CLIENT shall permit FiCentive to brand all CLIENT Cards on the front or reverse side, at FiCentive’s discretion, with the FiCentive logos and trademarks, the design of which is subject to CLIENT’s approval which is not to be unreasonable withheld.. CLIENT shall also permit FiCentive to brand all CLIENT Cards on the reverse side with a customer service toll-free number and the name of the Issuing Bank. At CLIENT’s option, CLIENT may design and create the Related Mailing Pieces using custom materials selected by CLIENT at CLIENT’s sole cost and expense; provided, however, that CLIENT shall pay any incremental increase in costs for production in advance to FiCentive. All promotional inserts shall be provided by CLIENT at its sole cost and expense and shall be subject to the prior written approval of FiCentive, which approval shall not be unreasonably withheld.

2.5  Marketing Plan and Material Approval and Penalties . All marketing materials, activities, plans or proposals of CLIENT or CLIENT Partners that contain, in whole or in part, the CLIENT Card or Prepaid Card name or brand, or otherwise mention, promote or are associated with the CLIENT Card, FiCentive, Payment Network, or Issuing Bank’s name, tradename or trademark, must be submitted to FiCentive and approved in writing prior to use in the marketplace by CLIENT. CLIENT agrees and acknowledges that FiCentive reserves the right to reject any marketing activities, plans or proposals that do not comply with its Rules and business practices or the rules or business practices of the Payment Networks or Issuing Bank. Notwithstanding the foregoing, if CLIENT fails to obtain FiCentive’s prior approval of the marketing plan or materials as set forth in this paragraph, the following penalties shall be assessed by FiCentive in its sole discretion:

2.6  Applicable Laws and Regulations . CLIENT acknowledges and agrees that it is solely responsible for monitoring legal developments applicable to the operation of its business and interpreting applicable state and federal laws, determining the requirements for compliance with all applicable state and federal laws, and maintaining an ongoing compliance program. Consequently, CLIENT agrees that FiCentive has no responsibility to monitor or interpret laws applicable to CLIENT's business.

2.7  Expenses . CLIENT shall be solely responsible for any and all costs incurred by it in performing its obligations hereunder.

2.8  CLIENT Payments . CLIENT shall be responsible for payment to FiCentive for all fees listed in Schedule B (“ CLIENT Fees ”).

2.9  CLIENT Partner Payments CLIENT shall be responsible for (i) billing and collecting from its CLIENT Partners all amounts due for any FiCentive services utilized by such CLIENT Partners pursuant to a Program and shall bear the loss of any uncollectible amounts (except for any uncollectible amounts that arise out of or as a result of any act, omission, breach or failure to perform by FiCentive) and (ii) deducting any applicable federal, state or local use, excise, gross receipts, sales and privilege taxes, duties, fees or similar liabilities (other than general income or property tax) from revenues received as a result of its resale of the CLIENT Cards and shall pay the same to the appropriate authorities.

2.10 CLIENT Partners . CLIENT shall make each CLIENT Partner aware of any rights and obligations that are applicable to such CLIENT Partner under this Agreement with respect to a Program implemented by FiCentive for such CLIENT Partner. CLIENT shall be responsible for ensuring and enforcing that CLIENT Partners are acting in accordance with the terms of this Agreement.

2.11 Background Checks . CLIENT authorizes FiCentive and Issuer to obtain consumer and business credit reports and background reports on CLIENT and CLIENT Partners, as well as each owner or principal of CLIENT and CLIENT Partners.

3.      REVENUE; CONSUMER FEES

3.1  CLIENT Card Fees . The Manufacturer’s Suggested Retail Price (“ MSRP ”) for new CLIENT Cards will be determined by CLIENT and CLIENT may also request additional Card fees to be assessed; provided, however, that FiCentive shall have the absolute discretion to reject the pricing requested by CLIENT for the MSRP and any transaction and other fees for the CLIENT Cards. All fees that are assessed in conjunction with CLIENT Cards or CLIENT Card Accounts must be disclosed in the Cardholder Agreement, regardless of whether CLIENT or FiCentive assess and/or collects the fees. All fees assessed and collected by FiCentive on behalf of CLIENT will be paid to CLIENT according to Schedule C attached hereto.

3.2  Processor Fees to Cardholders . FiCentive reserves the right to charge Card consumers certain fees, which are assessed against the Card’s balance as such fees are accrued. Such fees will be fully disclosed to the consumer by FiCentive in accordance with applicable laws. These fees are assessed outside of, and are not governed by, this Agreement. FiCentive will handle all consumer complaints arising out of its fee assessments outside of this Agreement.

4.      COLLECTION; COMMISSIONS PAYABLE TO CLIENT

4.1  Commissions. As full and complete compensation to CLIENT for all of CLIENT’s efforts on FiCentive’s behalf, FiCentive will pay CLIENT the sums set forth on Schedule C attached hereto (“ CLIENT Commissions ”). Such CLIENT Commissions shall be paid to CLIENT during the Term of this Agreement and for 6 months thereafter for the respective Cardholders, which continue to purchase, and pay for, FiCentive products, services and programs related to CLIENT Cards. All Payments shall cease in the event this contract is terminated for cause, as defined in Section 12.2 below.

4.2  Payments. CLIENT Commissions will be paid in United States dollars and may be paid by check or ACH transfer, in the discretion of FiCentive. The checks will be mailed to the address specified by CLIENT pursuant to Section 16 below or shall be deposited directly if requested in writing by CLIENT. Such payment, if full and complete, to CLIENT shall fully discharge FiCentive’s financial obligations to CLIENT and any parties assisting CLIENT including any CLIENT Partners with respect to such Commissions. As between FiCentive and CLIENT, CLIENT will be solely responsible for any compensation due to any parties assisting CLIENT including compensation paid to CLIENT Partners. Payments will be made no later than thirty (30) days after the end of the calendar month in which FiCentive has received payment of any revenue derived from Cardholders, which CLIENT originated and served.

4.3  Offsets. FiCentive shall never be liable for a commission unless and until it has received in full an irrevocable fund payment from CLIENT on behalf of Cardholder in the full amount of any CLIENT Funded Loads (as defined in Section 7), and in the case of loads to a CLIENT Card made by Client Partners pursuant to CLIENT Partner Agreements, unless and until it has received in full an irrevocable fund payment from such CLIENT Partner on behalf of Cardholder in the full amount of any such loads by the CLIENT Partner. In the event FiCentive takes a loss on any Cardholder account or pays commission on an account which results from these conditions not having been met or later are classified as unmet because of a loss of funds, FiCentive has the right to offset such loss, or commission, 100% against future commissions owed to CLIENT.

5.      FICENTIVE RESPONSIBILITIES

5.1 General . FiCentive agrees that it will: (a) be responsible for compliance with all laws relating to the provision of CLIENT Cards; (b) use commercially reasonable efforts to maintain its relationship with the Issuing Bank and the Payment Networks to ensure the Program’s continued operation; (c) not charge the Prefunding Account (as defined in Section 7.1 below) for any fees assessed to Cardholders outside of this Agreement; (d) act to ensure that each legitimate and verified consumer who purchases or receives a CLIENT Card from CLIENT or CLIENT Partner receives credit for the amounts loaded onto the CLIENT Card and shall have the right to utilize those amounts subject to the terms and conditions of the Cardholder Agreement between the Issuing Bank and the Cardholder; and (e) support, maintain, and/or develop the services as defined in Schedule D subject to any Service Level Agreements as may also be defined in Schedule D .

5.2  Fraud Recovery . In the event that CLIENT discovers that a CLIENT Card was loaded or reloaded in a fraudulent manner due to consumer or employee fraud, CLIENT may communicate to FiCentive via fax, email, phone or overnight mail information about such fraudulent transaction and FiCentive will use commercially reasonable efforts to attempt to deactivate the affected CLIENT Card, recover funds loaded to such CLIENT Card and refund such recovered funds to CLIENT. The parties agree that time is of the essence in such a situation, and that should such a request for fraud recovery occur after the perpetrator of the fraud has spent the funds in question, FiCentive will have no ability and no obligation to refund or recover such funds. FiCentive will cooperate fully with CLIENT personnel in an effort to locate and prosecute the perpetrator of such fraud.

5.3  Records and Inspection . CLIENT and FiCentive shall keep accurate records of transactions relating to the CLIENT Card sales and reloads. Upon the request of either Party, the other Party shall verify any records maintained by it in connection with the sale or reload of CLIENT Cards by affidavit and shall permit the requesting Party and its duly authorized representatives to examine and inspect the responding Party’s records relating to such transactions during said Party’s normal business hours.

6.      CLIENT RESPONSIBILITIES

6.1  General . CLIENT agrees that it will: (a) be responsible for compliance with all laws relating to the activities of CLIENT Partners in the origination and loading of funds onto CLIENT Cards; (b) provide, to its knowledge, accurate customer information (“ Cardholder Information ”) to FiCentive for the purposes of issuing a Card to a Cardholder. CLIENT further warrants it has the appropriate authorizations from CLIENT customer’s to provide Cardholder Information to FiCentive.

6.2  Data Transmission . FiCentive is bound by the requirements of the Payment Card Industry-Data Security Standards (PCI-DSS) as well as other requirements for the safeguarding of cardholder and consumer information. As such, FiCentive must encrypt the transmission of data to CLIENT. CLIENT shall also implement policies and procedures to ensure that it adheres to PCI-DSS requirements and procedures. CLIENT shall comply with the data transmission and encryption protocol established and modified from time to time by the PCI-DSS without the need for approval of CLIENT for such modifications. FiCentive shall use its reasonable best efforts to give CLIENT timely notice of all changes to the System or the Program which are being made to comply with any known changes related to PCI-DSS.

6.3  Data Security . CLIENT and its CLIENT Partners and service providers will have access to sensitive cardholder data which shall be treated as confidential. CLIENT acknowledges that it is responsible for securing and for the security of any and all cardholder data and consumer information in its possession or to which it has access. CLIENT further acknowledges that it shall implement policies and procedures to manage CLIENT Partners and service providers, ensure that CLIENT Partners and service providers adhere to the PCI-DSS requirements and procedures which can be found at https://www.pcisecuritystandards.org/, shall conduct due diligence as required by FiCentive on each CLIENT Partner and service provider prior to connecting to any CLIENT Partner or service provider and shall implement policies and procedures for disconnecting from said CLIENT Partners and service providers. If required by a Payment Network or Issuer, CLIENT will allow for security and usage audits performed by approved card forensics auditor and provide them full cooperation and access to conduct such audits, in the event of a cardholder data compromise. Regardless of contract termination, CLIENT will continue to treat cardholder data as confidential.

7.      PREFUNDING REQUIREMENTS AND SETTLEMENT PROCEDURES

7.1  Prefunding Account . CLIENT acknowledges and agrees that the Issuing Bank is the distributor of funds to Cardholders in accordance with various Cardholder Agreements between the Issuing Bank and the Cardholders. CLIENT further acknowledges and agrees that all card loads initiated by CLIENT to CLIENT Cards (“ CLIENT Funded Loads ”) must be prefunded or deposited to a bank account specified by FiCentive (“ Prefunding Account ”) in advance of initiating CLIENT Funded Loads. Deposits made by CLIENT to the Prefunding Account will be made available for CLIENT Funded Loads on the next business day. The total dollar amount available for CLIENT Funded Loads (“ Prefunding Available Balance ”) will be calculated as the total deposits made by CLIENT to the Prefunding Account through the previous business day minus the aggregate dollar amount of all initiated CLIENT Funded Loads and all requested withdrawals from the Prefunding Account per Section 7.2 . The Prefunding Available Balance may also be reduced by the dollar amount of any delinquent balance owed to FiCentive as determined by the invoice terms set forth in Section 11.2 . CLIENT will only be able to initiate CLIENT Funded Loads, in the aggregate, up to the dollar amount of the Prefunding Available Balance.

The Cardholder Funds shall be the sole property of Cardholders after the time CLIENT Funded Loads have posted to the Card Account, unless otherwise specified in the Cardholder Agreement. CLIENT agrees that Cardholder Funds will not be subject to creditors (whether secured or unsecured) of CLIENT or its affiliates, whether in connection with any bankruptcy proceeding filed by or against CLIENT, its affiliates or otherwise, unless the funds are specified as corporate owned in the Cardholder Agreement.

7.2  Prefunding Account Refunds and Withdrawals . CLIENT will be entitled to a refund of the remaining Prefunding Available Balance ninety (90) days from the termination of CLIENT Card sales. CLIENT may also request withdrawals from the Prefunding Account up to the Prefunding Available Balance, and FiCentive agrees to transfer these funds to an account of CLIENT’s choosing within five (5) business days via the ACH network. CLIENT understands that CLIENT Funded Loads cannot be returned or withdrawn by CLIENT and will remain the property of the Cardholder after the termination of CLIENT Card sales or this Agreement, unless otherwise specified in the Cardholder Agreement.

7.3  Fraud Limitations . FiCentive shall not be held responsible for any losses due to fraudulent CLIENT Funded Loads initiated using CLIENT’s electronic credentials (e.g., username, password) through a web portal or web service (API) provided by FiCentive. Please see Section 5.2 for information about Fraud Recovery.

8.      INTELLECTUAL PROPERTY

8.1  Intellectual Property Ownership . Each party shall retain all right, title and interest, including all copyrights, patent rights, and rights in trademarks, service marks, logos and commercial symbols as well as all other intellectual property rights as listed on Schedule E attached hereto and incorporated herein by reference, and all goodwill associated therewith (collectively, “ Intellectual Property ”). Neither party shall acquire any interest in the other party’s Intellectual Property or any other products, services or materials, or any copies or portions thereof, provided by such party pursuant to this Agreement, and any commercial use of the Intellectual Property other than pursuant to this Agreement is strictly prohibited.

8.2  License of Trademarks . No Intellectual Property owned by either Party or licensed to either Party by any third party may be used or reproduced by the other Party in any manner, shape or form without the prior written permission of the Party owning the Intellectual Property rights.

8.3  Reservation of Rights in Trademarks . All rights not expressly granted herein with respect to either Party's Intellectual Property are reserved to that Party. Nothing contained herein shall limit either Party‘s right to license its Intellectual Property to any third party. It is expressly understood and agreed that, as between the Parties, that each Party’s Intellectual Property and all right, title and interest therein are and shall remain the sole and exclusive property of the Party initially owning said Intellectual Property.

9.      CUSTOMER INFORMATION

9.1  FiCentive Owned Customer Information . FiCentive owns and will own any and all FiCentive Customer Data. Except as expressly provided for in this Agreement, CLIENT will not obtain or claim any right to the FiCentive Customer Data.

9.2  CLIENT Owned Customer Information . CLIENT owns and will own any and all CLIENT Customer Data and CLIENT Partner data. Except as expressly provided for in this Agreement, FiCentive will not obtain or claim any right to CLIENT Customer Data or CLIENT Partner data.

9.3  Participant Data. To the extent permitted by relevant consumer privacy and other regulations, FiCentive and CLIENT will provide suitable customer data to the other Party to support CLIENT Cards and the operation and management of CLIENT Cards as defined in this Agreement.

9.4  FiCentive Data Collection and Use Limitations .

9.4.1  Privacy-Related Issues . FiCentive will not collect any information from CLIENT Cardholders without their express permission and will provide the ability for such CLIENT Cardholders to opt-out of FiCentive’s further use of such information. FiCentive agrees to use data collected from CLIENT Cardholders subject to FiCentive’s privacy policies, which will be consistent with industry standards and be adequately displayed.

9.4.2  No Targeted Solicitations . Without CLIENT’s prior express written consent, FiCentive will not use any data obtained under the Agreement to solicit or facilitate the solicitation by any third party of CLIENT Cardholder as a result of their status as CLIENT Cardholder. For purposes of clarification, the foregoing restriction does not prohibit FiCentive or a third party working with FiCentive from marketing products or services to such CLIENT Cardholder as part of a general offering of such services not targeted solely to CLIENT Cardholder.

9.4.3  No Sale or Lease of Data . Without CLIENT’s prior express written consent, FiCentive will not, during and after the Term, sell, lease, or otherwise use or transfer any data collected from CLIENT customers that does not constitute FiCentive Customer Data.

9.5  CLIENT Data Collection and Use Limitations .

9.5.1  Privacy-Related Issues . CLIENT will not collect any information from FiCentive customers or users without their express permission and will provide the ability for such FiCentive users to opt-out of CLIENT’s further use of such information. CLIENT agrees to use data collected from FiCentive users subject to CLIENT’s privacy policies, which will be consistent with industry standards and be adequately displayed.

9.5.2  No Targeted Solicitations . Without FiCentive’s prior express written consent, CLIENT will not use any data obtained under the Agreement to solicit or facilitate the solicitation by any third party of FiCentive customers as a result of their status as FiCentive customer or users. For purposes of clarification, the foregoing restriction does not prohibit CLIENT or a third party working with CLIENT from marketing products or services to such FiCentive customers or users as part of a general offering of such services not targeted solely to FiCentive customers or users.

9.5.3  No Sale or Lease of Data . Without FiCentive’s prior written consent, CLIENT will not, during and after the Term, sell, lease, or otherwise use of transfer any data collected from FiCentive customers or users that does not constitute CLIENT Customer Data.

10.  WARRANTIES AND DISCLAIMER

10.1    No Conflict . Each party represents and warrants to the other party that it is under no current obligation or restriction, nor will it knowingly assume any such obligation or restriction that does or would in any way interfere or conflict with, or that does or would present a conflict of interest, concerning the performance to be rendered hereunder or the rights and licenses granted herein.

10.2    Intellectual Property Warranty . Each party represents and warrants to the other that it has full and sufficient right, title and authority to grant the rights and/or licenses granted to the other under this Agreement.

11.  EXCLUSIVITY, INVOCLIENT AND TAXES

11.1    Non-Exclusive Provider . During the term of this Agreement, CLIENT shall utilize the payment processing and prepaid card services of FiCentive on a non-exclusive basis.

11.2    Invoice . FiCentive shall submit an invoice to CLIENT each month, covering charges for the previous month. CLIENT shall have ten (10) days after Provider submits an invoice to provide notice to FiCentive of any disputes regarding that invoice. If there is no dispute regarding an invoice, CLIENT agrees to allow FiCentive to draft from CLIENT’s designated bank account for all fees invoiced. If payment is not received by FiCentive by such date, the delinquent balance shall bear interest at the rate of one and one-half percent (1½%) per month. Nothing herein shall be construed to constitute a waiver of Provider’s right to declare a default by CLIENT under this Agreement on account of such delinquency, to terminate this Agreement and to exercise any other rights under this Agreement or at law or in equity. All card printing and setup and applications fees are due and payable upon execution of this Agreement. All fees associated with this agreement are to be paid in US dollars.

11.3    Expenses of CLIENT .

CLIENT shall be solely responsible for the following:

11.4    Taxes . CLIENT is responsible for the payment of any and all foreign, federal, state, county and local taxes and fees applicable to transactions under this contract and invoiced to CLIENT by FiCentive. CLIENT shall be responsible for the collection of all applicable end-user taxes and fees and the remittance of such taxes and fees to the relevant governmental authority.

12.  TERM AND TERMINATION

12.1    Term . The initial term of this Agreement shall commence on the Effective Date and shall continue in full force and effect until the third anniversary of the Effective Date (the “ Initial Term ”). This Agreement shall automatically thereafter renew for additional twelve (12) month terms, unless written notice of termination is sent to the non-canceling party in accordance with the Notice provisions of this Agreement at least 90 days prior to expiration of the Initial Term or any subsequent term.

12.2    Termination . If either Party materially breaches any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of the breach, the non-breaching Party may terminate this Agreement on written notice at any time following the end of such thirty (30) day cure period. This Agreement shall terminate immediately upon notice if either Party (a) becomes insolvent (i.e., becomes unable to pay its debts in the ordinary course of business as they come due); (b) makes an assignment for the benefit of creditors; (c) commences, or has commenced against it, a proceeding under any bankruptcy, insolvency or debtor’s relief law; (d) has a receiver appointed over it; or (e) has ceased its ongoing business operations. In any event, FiCentive will be fully responsible to continue to fund any and all Card sales and reloads that are processed after this Agreement’s termination. Sections 4, 5, 7, 9, 11, 12, 13, 14, and 15 will survive termination or expiration of this Agreement for any reason.

12.3    Section 365(n) of Bankruptcy Code . All rights and licenses granted under or pursuant to this Agreement by either Party to the other Party are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the United States Bankruptcy Code, 11 U.S.C. Section 101, et seq. (the " Bankruptcy Code "), licenses of rights to "intellectual property" as defined under Section 101(56) of the Bankruptcy Code. The Parties agree that each Party as licensee of such rights and licenses shall retain and may fully exercise all of their respective rights and elections under the Bankruptcy Code, provided such licensee party abides by the terms of this Agreement.

12.4    Effect of Termination . Upon termination or expiration of this Agreement (i) any licenses granted hereunder shall terminate; (ii) each Party shall return to the other all copies of any Confidential Information (as defined below), and all documents, content or other materials provided to such party by the other hereunder; (iii) CLIENT shall immediately cease the sale of all CLIENT Cards in its possession and shall immediately cease all use of the Intellectual Property of FiCentive; (iv) all payments of fees then due shall be paid upon such termination; and (v) each Party's rights and obligations with respect to fees payable hereunder, in accordance with Section 4 of this Agreement, and such other provisions that by their nature are intended to survive termination, shall survive the termination of this Agreement.

12.5    Violation of Rules. In the event that a Payment Network (“Visa® or MasterCard® or other payment networks that act as a gateway between acquirers and issuers for authorizing and funding transactions and whose brands appear on the back of a Card to indicate where a Card is accepted”), Issuer (“the financial institution that issues the Card to the individual”), relevant financial institution or government agency shall notify FiCentive of any violation of its laws, rules or regulations relating to CLIENT or transactions processed for CLIENT, FiCentive shall have the right, without liability to CLIENT, to terminate processing services on behalf of CLIENT under this Agreement until such time as FiCentive shall have been notified by the Payment Network, Issuer, financial institution or government agency that the material violation has been corrected.

12.6    Emergency Suspension . Upon fax or written notice to CLIENT by FiCentive, CLIENT agrees to immediately (within 24 hours, or, if the day of such notice falls on a Saturday, Sunday or a holiday, on CLIENT’s next business day) halt the sale and/or reload of CLIENT Cards by CLIENT and all CLIENT Partners selling or reloading the CLIENT Cards. CLIENT represents that it owns the technology necessary, or has the contractual ability through a third party, to halt sales and reloads of CLIENT Cards at all CLIENT Partners without regard to whether the CLIENT Partners are cooperative in halting such sales or reloads. Reasons for invoking an “emergency suspension” may include (a) a regulatory change; (b) the need to protect or preserve property; (c) the failure to fund any shortfall of the Prefunding Account, or (d) any other reason, determined by FiCentive using commercially reasonable judgment, that constitutes an immediate need to halt Card sales and reloads. In the event of such emergency suspension, FiCentive and CLIENT will have fifteen (15) days from the date of such emergency termination notice to mutually decide whether to resume Card sales and/or reloads. If the parties fail to mutually agree to resume Card sales and/or reloads during this 15-day period, this Agreement shall be terminated solely with respect to those CLIENT Partners at which Card sales and reloads were suspended on the earlier of either (a) the date upon which one or both parties determine(s) that Card sales and/or reloads shall not be resumed at such CLIENT Partners or (b) the close of business on the 15 ^th day following the date of the emergency suspension notice. CLIENT will provide FiCentive with the name and 24-hour contact information of an emergency CLIENT contact with the authority and ability to immediately halt all Card sales and reloads at CLIENT Partners.

12.7    Association and Bank Approval . All facets of this Agreement are subject to approval by the Debit Networks and the Issuing Bank. Should the Debit Networks or the Issuing Bank not approve the Program for whatever reason, or once approved, rescind such prior granted approval, then this Agreement will terminate subject to the provisions of Section 12.4 herein.

13.  INDEMNIFICATION

13.1    Each party (the " Indemnifying Party ") shall indemnify, defend and hold harmless the other party (the " Indemnified Party ") from any and all damages, liabilities, costs and expenses (including reasonable attorneys’ fees) incurred by the Indemnified Party arising out of any claim related to the promotion, sale or funding of the Card: (1) alleging that the Indemnifying Party has infringed any patent, copyright, trademark or trade right secret of a third party; (2) alleging any breach of any representation or warranty of the Indemnifying Party contained in this Agreement and any Schedule hereto; (3) with respect to any claim by a consumer or regulating authority with respect to any fees or charges assessed by FiCentive to those consumers who purchase CLIENT Cards through CLIENT or CLIENT Partners; or (4) in connection with the performance of any act, any failure to act or the commission of any criminal act by any of its employees or agents in connection with the promotion, sale or funding of the Card. The Indemnifying Party’s obligations under this Section 13 are expressly conditioned upon the Indemnified Party promptly notifying the Indemnifying Party in writing of any such claim and promptly tendering the control and the defense and settlement of any such claim to the Indemnifying Party at Indemnifying Party's expense and with Indemnifying Party's choice of counsel. Each Indemnified Party shall cooperate with the Indemnifying Party, at the Indemnifying Party's expense, in defending or settling such claim. Notwithstanding the foregoing, the Indemnified Party may join in the defense of such action with counsel of its choice at its own expense.

14. DAMAGES AND INJUNCTIVE RELIEF

14.1 Limitation on Damages . The parties to this Agreement each waive any right to recover, and any rights to make claims for, punitive, exemplary, multiple, pain-and-suffering, mental distress, incidental, indirect, consequential, special, and/or similar damages under any theory whatsoever, even if the party from whom such damages are sought is aware of the possibility of such damages. FiCentive's maximum liability to CLIENT shall be limited to an amount equal to the total CLIENT Commissions paid to CLIENT and CLIENT Partners, less the total CLIENT Fees that would have been charged to produce such CLIENT Commissions, during the 180 day period prior to FiCentive's receipt of written notice of the alleged breach. CLIENT's maximum liability will be limited to an amount equal to the total CLIENT Fees paid by CLIENT and CLIENT Partners to FiCentive, less any one-time or setup fees, during the 180 day period prior to CLIENT’s receipt of written notice of the alleged breach. The parties have agreed on this limitation in recognition of the fact that the calculation of any actual damages would be exceedingly difficult and subject to speculation and possible abuse and that the foregoing compromises benefit both parties equally. The limitation of liability set forth in this Section 14.1 shall not apply to any failure by CLIENT to transmit Cardholder Funds to FiCentive as set forth in this Agreement.

14.2 Injunctive Relief . The parties agree that in the event of a breach of Section 15 below, the disclosing party could suffer irreparable harm for which monetary damages would be inadequate, and therefore, in addition to any other remedy that the disclosing party might have at law or in equity, injunctive relief may be appropriate. Neither Party will be required to post a bond in order to obtain any injunctive or other equitable relief and that a Party's only remedy, if an injunction or other equitable relief is entered against it, will be to obtain dissolution of such injunction or other order.

15. CONFIDENTIALITY

15.1 Confidential Information . Each party acknowledges and agrees that, in the course of this Agreement and the parties’ relationship, it may be given access to or otherwise obtain such information of the other party as such other party reasonably considers confidential or proprietary (“ Confidential Information ”). Without limitation of the foregoing, all unique and original ideas, concepts, marketing plans, research results, business plans, Intellectual Property, and this Agreement, shall be considered Confidential Information.

15.2 Exceptions . The obligations set forth herein shall not apply to the extent that information: (i) is now in, or subsequently enters through no fault of the receiving party, the public domain; (ii) is known to the receiving party without restriction, prior to receipt from the disclosing party; (iii) is received from any third party reasonably known by such receiving party to have a legal right to transmit such information, and not under any obligation to keep such information confidential; (iv) is independently developed by the receiving party's employees or agents provided that the receiving party can show that those same employees or agents had no access to the Confidential Information received hereunder; or (v) is required to be disclosed under applicable law or in a judicial or other governmental investigation or proceeding, provided the disclosing party has been given prior notice and opportunity to contest the need for such disclosure or to seek a protective order therefore.

15.3 Use of Confidential Information . Each party hereby agrees to hold the other party’s Confidential Information in strict confidence, and shall not disclose such Confidential Information, or any part thereof, to any third-party, except those of its officers, employees, consultants, or professional advisors on a need to know basis in order for the receiving party to perform its obligations hereunder, provided that such officers, employees, consultants, or professional advisors shall, prior to any disclosure, have expressly agreed to be bound to confidentiality obligations no less strict than those described herein. Each party shall remain solely responsible to the other party for the conduct of its employees and agents with respect to the Confidential Information.

15.4 Public Announcements . Neither FiCentive nor CLIENT will make any announcement of this Agreement, or any commercial relationship between the two companies, or make any announcement containing product names, brand names or trademarks of the other company without prior written approval of the other company. In addition, CLIENT will not make any announcement that discusses Prepaid Cards that are supported or managed by FiCentive without prior written approval of FiCentive. The foregoing shall not restrict in any respect either party’s ability to communicate information concerning this Agreement and the transactions contemplated hereby to such party’s affiliates’, officers, directors, employees and professional advisers.

16. MISCELLANEOUS

16.1 Assignment . Neither party may assign this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party. However, no consent shall be required for either party to assign this Agreement, along with such party’s rights and obligations hereunder, in connection with the merger, consolidation or acquisition of such party or the sale of all or substantially all of its assets. Any attempted assignment in violation of this Section 16.1 shall be void.

16.2 Notices . Any notices and other communications required or permitted under this Agreement shall be effective if in written form and delivered personally or sent by fax, Federal Express or other generally recognized overnight carrier or by First Class U.S. Mail, with postage prepaid, addressed to the parties at the addresses set forth on the signature page to this Agreement. Unless otherwise specified herein, such notices or other communications shall be deemed effective (and to have been received) (a) on the date delivered, if delivered personally; (b) one (1) business day after being sent, if sent by Federal Express or other generally recognized overnight carrier; (c) one (1) business day after being sent, if sent by fax with confirmation of good transmission and receipt; or (d) three (3) business days after being deposited in the U.S. Mail, First Class, with postage prepaid. Each of the parties hereto shall be entitled to specify another address for receiving notices by giving notice thereof to the other party as set forth herein.

16.3 Relationship of the Parties . Other than the limited agency set forth in Section 1.2 of this Agreement, FiCentive and CLIENT are independent parties, and nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually to bind the other party, to make any representations or warranties, to accept service of process, to receive notice, or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion.

16.4 Force Majeure . Neither party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement when such delay or failure arises from circumstances beyond the control and without the fault or negligence of such party. Such causes may include, without limitation, acts of God, acts of local, state or national governments or public agencies, acts of public enemies, acts of civil or military authority, labor disputes, material or component shortages, embargoes, rationing, quarantines, blockades, sabotage, utility or communication failures or delays, earthquakes, fire, flood, epidemics, riots or strikes. The time for performance of any act delayed by any such event may be postponed for a period equal to the period of such delay.

16.5 Time . Time is of the essence of this Agreement with respect to each and every provision of this Agreement in which time is a factor.

16.6 Cumulative Remedies . Unless expressly set forth herein to the contrary, all remedies set forth herein are cumulative and are in addition to any and all remedies provided either party at law or in equity.

16.7 Waiver and Modification . No purported waiver by either party of any provision of this Agreement or of any breach thereof shall be deemed to be a waiver of such provision or of any subsequent breach of the same or any other provision hereof, nor shall either party’s continued dealing with the other party following a breach of any provisions hereof be deemed to be a waiver of such or any other breach. No change in, modification of, or addition, amendment or supplement to this Agreement shall be valid unless set forth in writing and signed by each of the parties hereto.

16.8 Successors . This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

16.9 Applicable Law . This Agreement and the rights and obligations of the parties hereunder shall be governed by, and construed and interpreted in accordance with, the laws of the State of Texas, without regard to the conflict of laws provisions thereof. Any action brought by FiCentive or CLIENT arising out of or related to this Agreement shall be brought in the state or federal courts located in Bexar County, Texas.

16.10 Entire Agreement . This Agreement, inclusive of all schedules attached hereto, sets forth the entire agreement between the parties hereto, and supersedes all prior agreements or understandings between the parties pertaining to the subject matter hereof.

16.11 Severability . If any provision of this Agreement (or any portion thereof) is determined to be invalid or unenforceable, the remaining provisions of this Agreement shall remain in full force and effect and shall be binding on the parties hereto and enforceable in accordance with their terms, as though the invalid or unenforceable provision (or portion thereof) was not contained in this Agreement.

[Signature Page Follows]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and first year above written.

FICENTIVE, INC.			C2GO INC. (“CLIENT”)
a Nevada corporation			a Nevada corporation
By:	/s/ Louis Hoch		By:
Louis Hoch, President & CEO			Andrew DeMaio, President

Schedule A

Distribution and CLIENT Partners

CLIENT will distribute Client Cards directly to customers through CLIENT’s website, via transmission of card application by API to FiCentive, for delivery of the Card by FiCentive.

CLIENT will also be provided with un-activated cards by FiCentive, which CLIENT may deliver to customers after the submission of card application data for such cardholder to FiCentive through the CLIENT Platform. The CLIENT Platform may enable certain of the CLIENT Partners to activate and deliver un-activated Cards under such process.

CLIENT Partners will execute CLIENT Partner Agreements, and will fund their respective CLIENT Partner Prefunding Accounts established thereunder. CLIENT Partners will use the CLIENT Platform to communicate to FiCentive instructions to make an account-to-account transfer of funds from their respective Client Partner Prefunding Account to a CLIENT Card or to another Client Partner Prefunding Account.

Schedule B

CLIENT Fees

Card Program Branding and Setup

(Note: All “S” items are optional. FiCentive will not provide these services and CLIENT will not be assessed these fees until requested by CLIENT in writing.)

[This Schedule B continues on the following page.]

⁺ Confidential material redacted and separately filed with the Commission.

[This Schedule B continues on the following page.]

⁺ Confidential material redacted and separately filed with the Commission.

⁺ Confidential material redacted and separately filed with the Commission.

Schedule C

CLIENT Commissions

Additional Definitions :

CLIENT Gift Card – Means an Akimbo Gift MasterCard ^® or co-branded Akimbo Gift MasterCard sold or distributed by CLIENT or a CLIENT Partner under the terms of this Agreement.

CLIENT Prepaid Card – Means a reloadable Akimbo Prepaid MasterCard ^® or co-branded Akimbo Prepaid MasterCard sold or distributed by CLIENT or a CLIENT Partner under the terms of this Agreement.

Qualifying Gift Card – Means a CLIENT Gift Card successfully purchased or ordered by individuals, organizations and/or companies under the appropriate distributor ID, if created through an API or FiCentive developed web portal, or using the referral codes, referral links or landing pages provided to CLIENT by FiCentive.

Prepaid Participant – Means CLIENT Partners, and individuals, organizations and/or companies which successfully complete enrollment for or registration of a CLIENT Prepaid Card under the appropriate distributor ID, if created through an API or FiCentive developed web portal, or using the referral codes, referral links or landing pages provided to CLIENT by FiCentive.

Qualifying Account – Means a Card Account affiliated with a CLIENT Prepaid Card established by a Prepaid Participant.

Qualifying Loads – Means the total dollar amount loaded into a Qualifying Account by a Prepaid Participant, including Prepaid Participant initiated direct deposits originating from employers and payroll services. This definition of Qualifying Loads also includes Card Account loads of cash and other loading methods used by the recognized loading agents of the Akimbo Card program such as MasterCard RePower, CLIENT Partner Funded Loads, ACH (Bank to Card transfers), and any paper check deposits by remote capture.

Net Qualifying Loads – Means Qualifying Loads net of the total amount of ACH withdrawals (Card-to-Bank transfers) and electronic and paper check bill payments originating from a Qualifying Account. FiCentive uses Net Qualifying Loads to calculate CLIENT Commissions.

Monthly Net Qualifying Loads – Means the total Net Qualifying Loads from all Qualifying Accounts that occur within a calendar month.

[This Schedule C continues on the following page.]

Schedule C (continued)

CLIENT Commissions:

Example Calculation: If a Monthly Net Qualifying Loads totals $7,000,000.00, CLIENT Commissions for Qualifying Accounts are calculated as, $[ ] ⁺ *[ ] ⁺ + $[ ] ⁺ *[ ] ⁺ = $[ ] ⁺ .

Clawback Provision:

If FiCentive determines Qualifying Loads into Qualifying Accounts are fraudulent, whether because the Participant misrepresented his or her identity, FiCentive becomes aware of unusual or suspicious activity in a Participant’s Card Account or as a result of any other fraud detection system FiCentive implements; FiCentive reserves the right to clawback any CLIENT Commissions paid on Net Qualifying Loads that are deemed fraudulent funds at the highest Commission Rate paid during the month the fraudulent funds were included in the Net Qualifying Loads calculation. The clawback amount may be deducted from future CLIENT Commission due to CLIENT at FiCentive’s discretion.

⁺ Confidential material redacted and separately filed with the Commission.

Schedule D

FiCentive Services

                                                                     i.      Viewing balance and transactions

                                                                   ii.      Viewing direct deposit information (i.e. account and routing number)

                                                                 iii.      Initiating loads from an external bank account

                                                                 iv.      Viewing information about cash and check loading

                                                                   v.      Initiating money transfers to other Akimbo Cards

                                                                     i.      Signature- and PIN-based purchase and cash withdrawal transactions (including any returns or reversals) over the MasterCard®, Cirrus®, and Accel® Payment Networks.

                                                                   ii.      Direct Deposit Load processing

                                                                 iii.      ODFI ACH processing for bank-to-card loads and card-to-bank withdrawals

                                                                 iv.      Cash and check loading through the MasterCard repower and Ingo Money network.

                                                                   v.      CLIENT Partner Funded Load processing and CLIENT Partner Prefunding Account maintenance

                                                                 vi.      Card-to-card transfer processing between any two Akimbo Cards

                                                                     i.      Know-Your-Customer (KYC) verification

                                                                   ii.      Card number and Card Account creation

                                                                 iii.      Card activation

                                                                 iv.      Set and reset Card PIN

                                                                   v.      Address and phone number changes

                                                                     i.      Cardholder website help pages

                                                                   ii.      Telephone, Interactive Voice Response (IVR) services, providing cardholders the ability to activate card and get card balance 24/7.

                                                                 iii.      Live agent telephone support, based in the U.S. available, at a minimum, on Monday through Friday between 8am and 5pm Central Time, excluding bank holidays.

                                                                 iv.      Email customer support

                                                                   v.      Reg E-compliant dispute handling for all cardholder initiated transaction disputes.

Schedule E

TRADEMARKS

FiCentive

FiCentive

Payment Data Systems

Zbill

Billx

Akimbo

Stream

CLIENT

C2GO

“C” stylized mark

Commissions2Go

Paying People Simply

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