Principal Amount : A maximum of Five Hundred Thousand and No/100 Dollars ($500,000.00) (the “ Maximum Amount ”) funded in one or more tranches at the discretion of Borrower, subject to the terms and provisions of this Note and the other Loan Documents (as defined below). Prior to the Maturity Date (as defined below), provided there exists no Event of Default (as defined below) and subject to the terms and provisions hereof, Borrower may borrow, repay and re-borrow principal amounts, up to the Maximum Amount, but never in excess of the Maximum Amount.

Annual Interest Rate on Unpaid Principal Balance from Date of Funding to Maturity Date or Event of Default : From the Date this Note to the earlier of May 31, 2017, the date of the closing and funding of the Proposed Transaction (as defined below), or the termination of the Letter of Intent (as defined below) (the earlier of such three events shall be referred to hereinafter as the “ Interest Start Date ”), or such extended date if Lender and Borrower mutually agree in writing upon an extension of the Initial Start Date, in their sole discretion with no duty or obligation to so extend (if any, the “ Extended Interest Start Date ”), the unpaid Principal Amount shall not bear interest. Beginning on the Interest Start Date or Extended Interest Start Date, if any, and continuing thereafter until the earlier of the Maturity Date or an Event of Default,, the unpaid Principal Amount and all other amounts payable under this Note shall bear interest at ten percent (10.0%) per annum.

Annual Interest Rate After Maturity Date or Event of Default : At Lender’s option, after the Maturity Date or upon an Event of Default, the unpaid Principal Amount and all other amounts payable under this Note shall bear interest at: (a) the Maximum Lawful Rate (as defined below); or (b) fifteen percent (15.0%) per annum.

Terms of Payment : From the Date of this Note through the Interest Start Date or such Extended Start Date, if any, no payments of the unpaid Principal Amount shall be due or payable. In the event the Proposed Transaction closes and funds on or before the Interest Start Date or Extended Start Date, if any, the unpaid Principal Amount shall be offset against the cash portion of the purchase price of the Proposed Transaction payable by Lender to Borrower at the date of the closing and funding of the Proposed Transaction. In the event the Proposed Transaction does not close and fund on or before the Interest Start Date or Extended Interest Start Date, if any, the unpaid Principal Amount shall be paid in thirty (30) equal monthly installments of principal plus accrued interest, with the first such installment due and payable on the first day of the month following the month in which the Interest Start Date or Extended Interest Start Date, if any, occurs, and the remaining twenty-nine (29) monthly installments continuing on the first day of each month thereafter until the Maturity Date, when all remaining unpaid Principal Amount and accrued interest shall be due and payable. From any payments on this Line of Credit Promissory Note (this “ Note ”), the accrued interest on the unpaid Principal Amount will be deducted first, and the remainder will be applied to payment of the Principal Amount. Interest shall be calculated on the basis of the actual number of days elapsed over a year composed of 365 days.

Prepayments : This Note may be prepaid in whole or in part at any time without the consent of Lender and without penalty. Any prepayments shall be applied first to the discharge of accrued interest and then to the reduction of the unpaid Principal Amount.

Security for Payment : This Note is secured by (a) a membership interest pledge agreement dated the date hereof between Borrower and Lender (the “ Pledge Agreement ”) and (ii) a security agreement dated the date hereof between Borrower and Lender (the “ Security Agreement ”). The Pledge Agreement, the Security Agreement and any other documents, certificates or instruments executed and delivered by Borrower to Lender in connection with this Note and the loan described in this Note shall be collectively referred to herein as the “ Loan Documents ”.

Maturity Date : November 1, 2019

Promise to Pay : FOR VALUE RECEIVED, Borrower promises to pay to the order of Lender at the Place for Payment and according to the Terms of Payment the Principal Amount plus interest at the rates stated above, and in accordance with all other terms, conditions and covenants of this Note and the Loan Documents. All sums due under this Note shall be payable in lawful money of the United States.

Events of Default and Acceleration of Maturity :

Waiver by Borrower : Borrower and all other parties liable for this Note waive demand, notice of intent to demand, presentment for payment, notice of nonpayment, protest, notice of protest, grace, notice of dishonor, notice of intent to accelerate maturity, notice of acceleration of maturity, and diligence in collection. Each Borrower, surety, endorser, and guarantor of this Note agrees to one or more extensions for any period of time, and any partial payments, before or after maturity, without prejudice to the holder of this Note. Each Borrower, surety, endorser, and guarantor waives notice of any and all renewals, extensions, and modifications of this Note.

No Waiver by Lender : Neither a delay on the part of Lender in the exercise of any power or right under this Note, nor a single or partial exercise of any such power or right, shall operate as a waiver thereof. Enforcement by Lender of any of its rights hereunder shall not constitute an election by it of remedies so as to preclude the exercise of any other remedy available to it.

Collection Costs : If this Note or any of the Loan Documents are given to any attorney for collection, or if suit is brought for collection or enforcement, or if it is collected through probate, bankruptcy or other judicial proceeding, then Borrower shall pay Lender all costs of collection and enforcement, including reasonable attorneys’ fees and court costs, in addition to other amounts due.

Maximum Lawful Interest : Regardless of any provision contained herein or in any of the Loan Documents, interest on such debt shall not exceed the maximum amount of non-usurious interest that may be contracted for, taken, reserved, charged or received under applicable law (the “ Maximum Lawful Rate ”); any amount of interest in excess of the Maximum Lawful Rate shall be credited on the principal of the debt or, if that has been paid, refunded. On any acceleration or required or permitted prepayment, any such excess shall be canceled automatically as of the acceleration or prepayment or, if already paid, credited on the principal of the debt or, if the principal of the debt has been paid, refunded. In determining whether or not the interest paid or payable, under any specific contingency, exceeds the Maximum Lawful Rate, Borrower and Lender shall, to the maximum extent permitted under applicable law, (a) characterize any non-principal payment as an expense, fee or premium rather than as interest, (b) exclude voluntary prepayments and the effects thereof, and (c) spread the total amount of interest throughout the entire contemplated term hereof.

Construction : When the context requires, singular nouns and pronouns include the plural.

Assignment by Lender : Lender shall have the right to sell, transfer or assign this Note at any time.

Letter of Intent : Borrower and Lender have executed and delivered to each other a non-binding letter of intent dated the date hereof (the “ Letter of Intent ”) which contemplates Lender acquiring substantially all of the membership interests of Borrower (the “ Proposed Transaction ”). The obligations of Borrower under this Note and the Loan Documents are in no way conditional upon the Proposed Transaction, and the terms, provisions and conditions if this Note and the Loan Documents shall be applicable and enforceable against Borrower regardless of the negotiation, execution and delivery of a mutually agreeable definitive agreement for the Proposed Transaction or the closing and funding of the Proposed Transaction.

APPLICABLE LAW : THIS NOTE IS DELIVERED AND IS INTENDED TO BE PAID AND PERFORMED IN THE STATE OF TEXAS, AND THE LAWS OF SUCH STATE SHALL GOVERN THE CONSTRUCTION, VALIDITY, ENFORCEMENT, AND INTERPRETATION HEREOF.

JURISDICTION AND VENUE : BORROWER AND LENDER AGREE THAT ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATED IN ANY WAY TO THIS NOTE SHALL BE BROUGHT SOLELY IN A TEXAS STATE COURT OF COMPETENT JURISDICTION SITTING IN SAN ANTONIO, BEXAR COUNTY, TEXAS. BORROWER HEREBY IRREVOCABLY AND UNCONDITIONALLY CONSENTS TO THE JURISDICTION OF ANY SUCH COURT AND HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY DEFENSE OF AN INCONVENIENT FORUM TO THE MAINTENANCE OF ANY ACTION OR PROCEEDING IN ANY SUCH COURT, ANY OBJECTION TO VENUE WITH RESPECT TO ANY SUCH ACTION OR PROCEEDING AND ANY RIGHT OF JURISDICTION ON ACCOUNT OF THE PLACE OF RESIDENCE OR DOMICILE OF ANY PARTY THERETO.

PAYABLE IN FULL AT MATURITY DATE : THIS LOAN IS PAYABLE IN FULL AT THE MATURITY DATE. AT THE MATURITY DATE, BORROWER MUST REPAY THE ENTIRE UNPAID PRINCIPAL AMOUNT AND UNPAID INTEREST THEN DUE. LENDER IS UNDER NO OBLIGATION TO REFINANCE THE NOTE AT THAT TIME. BORROWER WILL, THEREFORE, BE REQUIRED TO MAKE PAYMENT OUT OF OTHER ASSETS THAT BORROWER MAY OWN, OR BORROWER WILL HAVE TO FIND A LENDER, WHICH MAY BE THE LENDER YOU HAVE THIS LOAN WITH, WILLING TO LEND BORROWER THE MONEY. IF BORROWER REFINANCES THIS NOTE AT THE MATURITY DATE, BORROWER MAY HAVE TO PAY SOME OR ALL OF THE CLOSING COSTS NORMALLY ASSOCIATED WITH A NEW LOAN EVEN IF BORROWER OBTAINS REFINANCING FROM THE SAME LENDER.

FINAL AGREEMENT : THIS NOTE REPRESENTS THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES.

[SIGNATURE PAGE FOLLOWS]

Exhibit 10.2

SECURITY AGREEMENT

This Security Agreement (this “ Agreement ”) is entered into effective as of March 7, 2017 (the “ Effective Date ”) by and between Singular Payments, LLC, a Florida limited liability company (“ Debtor ”), and Payment Data Systems, Inc., a Nevada corporation (“ Secured Party ”).

1.        Security Interest. Subject to the terms and provisions of this Agreement, Debtor grants to Secured Party a continuing first lien on and security interest (the “ Security Interest ”) in and to the Collateral (as defined herein), and grants, bargains, sells, transfers and assigns to Secured Party the Collateral, to secure the payment and performance of the Obligation (as defined herein).

2.        Obligation. This Agreement and the Security Interest granted hereby secure the following described obligations (collectively, the “ Obligation ”):

(a)       The payment and performance by Debtor of its indebtedness and obligations under that certain line of credit promissory note of even date herewith between Debtor (as borrower thereunder) and Secured Party (as lender thereunder) in the original principal amount of up to a maximum amount of $500,000.00 (such note is hereinafter referred to as the “ Note ”);

(b)       All costs incurred by Secured Party to obtain, preserve, and enforce this Agreement, to collect and enforce the Obligation, and to maintain and preserve the Collateral, including specifically, but without limitation, all taxes, assessments, reasonable attorneys’ fees and legal expenses and expenses of sale; and

(c)       All other indebtedness, obligations and liabilities of Debtor to Secured Party of any kind and whenever accrued, whether accrued before or after the date of this Agreement.

3.        Collateral. The Security Interest granted hereby covers the following collateral (the “ Collateral ”): (i) all of Borrower’s personal property, machinery, equipment, furniture and fixtures (as “fixtures” is defined in the Texas Business and Commerce Code), (ii) all rights of Borrower for payments of goods sold or leased, or to be sold or leased, or for services rendered or to be rendered, however evidenced or incurred, including without limitation all accounts receivable, instruments, chattel paper and general intangibles, all returned or repossessed goods and all books, records, computer tapes, programs and ledger books arising therefrom or relating thereto, whether now owned or hereafter acquired or arising, (iii) all presently owned and hereafter acquired inventory of Borrower (including, without limitation, all goods now or hereafter held for sale or lease or furnished or to be furnished under contracts of service or raw materials), work in process and materials used or consumed in business, (iv) all intellectual property of Debtor, including, without limitation, all patents, copyrights and marks; (v) all rights under any and all contracts of Debtor with third parties; (vi) all insurance policies relating in whole or in part to any of the foregoing, (vii) all Proceeds (as defined herein), (viii) all substitutions for and replacements of and all additions and accessions to any of the foregoing, (ix) all guaranties and security for any of the foregoing, and (x) all the rights, title and interest of Debtor in and to all books and records relating in whole or in part to any of the foregoing.

As used herein, the term “ Proceeds ” shall have the meaning assigned to it under the Texas Business and Commerce Code (the “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 Secured Party 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.

4.        Debtor’s Warranties.

(a)        Financing Statements . No financing statement covering the Collateral or any Proceeds thereof is on file in any public office.

(b)        Ownership Free of Encumbrances . Except the Security Interest granted hereby, Debtor now owns the Collateral free from any lien, security interest, claim or encumbrance.

(c)        Books and Records . All books, records and documents relating to the Collateral are and will be genuine and in all respects what they purport to be.

(d)        First Lien on Collateral . The Security Interest granted to the Secured Party pursuant to this Agreement constitutes and creates a valid and continuing first lien on and first security interest in the Collateral in favor of the Secured Party, prior to all other liens, encumbrances, security interests, chattel mortgages, privileges, statements of assignment and rights of others. The Agreement is enforceable as such as against any third parties, including, without limitation, any owner of real property in any state where any of the Collateral is or may hereafter be located and as against any purchaser of such real property and any present or future creditor obtaining a lien on such real property. All action necessary or desirable to perfect the Security Interest in each item of the Collateral in each state in which any item of Collateral is or will be located has been or will forthwith be duly taken.

(e)        Condition of Collateral . All inventory constituting part of the Collateral (if applicable) is in all respects good and merchantable inventory and is not obsolete.

(f)        Power and Authority . Debtor has full power, authority and legal right to pledge all of the Collateral pursuant to this Agreement.

(g)        Due Authorization, Execution and Delivery . This Agreement has been duly authorized, executed and delivered by Debtor and constitutes the legal, valid and binding obligation of Debtor enforceable in accordance with its terms.

(h)        Consents . No consent of any other party (including, without limitation, creditors of Debtor) and no consent, license, permit, approval or authorization of, exemption by, notice or report to, or registration, filing or declaration with, any governmental authority, domestic or foreign, is required to be obtained by the Debtor in connection with the execution, delivery or performance of this Agreement.

(i)        No Conflict . The execution, delivery and performance of this Agreement will not violate any provision of any applicable law or regulation or of any order, judgment, writ, award or decree of any court, arbitrator or governmental authority, domestic or foreign, or of the certificate of formation, certificate of limited partnership, certificate of incorporation, certificate of organization, articles of incorporation, articles of organization, partnership agreement, bylaws, regulations or company agreement of Debtor or of any securities issued by Debtor, or of any mortgage, indenture, lease, contract, or other agreement, instrument or undertaking to which Debtor is a party or which purports to be binding upon Debtor or upon any of its assets, and will not result in the creation or imposition of any lien, charge or encumbrance on or security interest in any of the assets of Debtor except as contemplated by this Agreement.

5.        Debtor’s Covenants.

(a)        Ownership of Collateral . At the time Debtor pledges, sells, assigns, transfers to Secured Party or grants to Secured Party a Security Interest in any Collateral or any interest therein, Debtor shall be the absolute owner thereof and shall have the absolute right to pledge, sell, assign or transfer the same. Debtor shall defend the Collateral against all claims and demands of all persons at any time claiming the same or any interest therein adverse to Secured Party.

(b)        Maintenance . Debtor shall keep the Collateral free from liens and security interests other than the Security Interest created hereby, and shall not create or suffer to exist any lien or security interest in Collateral hereafter acquired except for the Security Interest hereby granted. Debtor shall pay all costs necessary to obtain, preserve, defend and enforce the Security Interest, collect the Obligation, and preserve, defend, enforce and collect the Collateral, including specifically, but without limitation, the payment of taxes, assessments, reasonable attorneys’ fees and legal expenses, and expenses of sales. Whether the Collateral is or is not in Secured Party’s possession, and without any obligation to do so, Secured Party may, at its option, pay any such costs and expenses, discharge encumbrances on the Collateral, and pay for insuring the Collateral. Debtor each agrees to reimburse Secured Party on demand for any payments so made and until such reimbursement, the amount of any such payment shall be a part of the Obligation. Debtor shall, at its sole expense, maintain the Collateral in first class condition and shall comply with industry standards, applicable laws and regulations, and requirements for enforcing warranty claims.

(c)        Information and Inspection . Debtor shall furnish to Secured Party any reports and other information with respect to the Collateral requested by Secured Party, will allow Secured Party to inspect the Collateral at any time and wherever located, and will allow Secured Party to inspect and copy, or will furnish Secured Party with copies of, all records relating to the Collateral and the Obligation.

(d)         Additional Documents . Debtor shall furnish Secured Party with financing statements upon request and Debtor shall sign any other documents or instruments furnished by Secured Party which are necessary in the judgment of Secured Party to obtain, maintain and perfect the Security Interest in any applicable jurisdiction, and any expense of Secured Party so incurred shall be a part of the Obligation. In this regard, Debtor agrees to execute any and all other financing statements and security devices as Secured Party may request to perfect or continue perfection of the Security Interest under the laws of any state in which the Collateral is located.

(e)        Books of Account . Debtor will, at all times, maintain accurate books and records with respect to the Collateral. Secured Party, at its sole cost and expense, is hereby given the right to audit the books and records of Debtor relating to said Collateral at any time, and from time to time, as Secured Party deems proper. At Secured Party’s request, Debtor shall cause to be marked conspicuously all documents constituting the Collateral with a legend in form and substance satisfactory to Secured Party.

(f)        Location of Collateral . Debtor shall give Secured Party written notice of each office of Debtor in which records of Debtor pertaining to Collateral are kept, or will be kept, in any of said office, offices, location, or locations. Except as such notice is given, all records of Debtor pertaining to the Collateral are and shall be kept at Debtor’s address as shown herein.

(g)        Notice of Changes . Debtor will notify Secured Party of any material change occurring in or to the Collateral, of a change in Debtor’s mailing address, or in any material change in any fact or circumstance warranted or represented by Debtor in this Agreement or furnished to Secured Party, or if any Event of Default occurs, prior to or immediately following the occurrence thereof.

(h)        Use and Disposition of Collateral . Debtor will not use the Collateral illegally or encumber the same without the prior written consent of Secured Party. Without the prior written consent of Secured Party, Debtor will not sell, lease, otherwise transfer, hypothecate or anticipate the Collateral, except that Debtor may sell inventory in the ordinary course of business for fair value (including the giving of trade discounts in arms-length transactions).

(i)        Removal of Collateral . Debtor will not remove any material portion of the Collateral from its present location to another State or local jurisdiction in which Secured Party determines that the Security Interest granted hereby may not be perfected, unless and until Debtor: (i) gives the Secured Party prior written notice of such intended move and receives the written consent of the Secured Party, and (ii) provides the Secured Party with an opinion of counsel for Debtor that the security interest in favor of the Secured Party created by this Agreement constitutes a valid and perfected first lien on, and a perfected security interest in, such inventory in the county, jurisdiction and State in which such inventory is to be moved. Notwithstanding the foregoing, it is understood and agreed that if for any reason any of the Collateral at any time is kept or located at locations other than those above listed or contained in any aforementioned notice given to Secured Party, Secured Party shall nevertheless have and retain a security interest therein. Debtor shall furnish to Secured Party a statement respecting any loss or material damage to any of the Collateral. Debtor shall pay promptly when due all property and other taxes, assessments and governmental charges or levies imposed upon, and all claims (including claims for labor, materials and supplies) against the Collateral except to the extent that the validity thereof is being contested in good faith.

(j)        Insurance . From and after the date of this Agreement and until the Obligation is paid in full:

(i)       Debtor will, at its expense, maintain at all times “all-risk” insurance on the Collateral against loss or damage (including, without limitation, against loss or damage by fire, explosion, theft and such other casualties as are usually insured against by prudent companies engaged in the same or similar businesses) in such amounts, in such form and with such insurance companies as shall be reasonably satisfactory to Secured Party.

(ii)       Debtor will, at its expense, maintain at all times general public liability insurance against claims for bodily injury or death or property damage arising out of the use, ownership, possession, operation or condition of the Collateral which Debtor uses in the ordinary course of business, such insurance to be in such amounts, in such form and with such insurance companies as shall be reasonably satisfactory to Secured Party.

(iii)       Debtor will, at its own expense, maintain at all times workmen’s compensation or similar insurance as may be required under the laws of each jurisdiction where Debtor is located or operates.

(iv)       Debtor shall not do any act, nor voluntarily suffer or permit any act to be done, whereby any insurance required hereby shall or may be suspended, impaired or defeated, or suffer or permit the Collateral to be used in any activity not permitted under the policies of insurance then in effect without first procuring insurance satisfactory to Secured Party in all respects for such activity.

(v)       Debtor shall deliver to Secured Party true copies of the policies (or certificates thereof), certified to the satisfaction of Secured Party, evidencing the insurance maintained hereunder.

(vi)       Secured Party shall be named as additional insureds on all insurance policies required hereunder and such policies shall provide that there shall be no cancellations or modifications of such policies unless Secured Party is notified in writing at least ten (10) days prior to such cancellations or modifications.

(vii)       Debtor will deliver to Secured Party, promptly upon request and in any event within ninety (90) days of any such request, a certificate signed by the president or other authorized officer of Debtor setting forth the particulars as to all insurance required to be maintained pursuant to this subparagraph and certifying that such insurance policies comply with the requirements of this subparagraph, that all premiums then due thereon have been paid and that the same are in full force and effect.

(k)        Inventory . Secured Party’s Security Interest in inventory (if applicable) shall continue through all steps of manufacture and sale and attach without any further action to raw materials, work in process, finished goods, returned goods and proceeds resulting from the sale or disposition of such inventory. All inventory is or will be kept at the address of Debtor specified in this Agreement or at such other addresses as provided in writing to Secured Party. Debtor will notify Secured Party in writing of any changes in or additions to the address set forth herein. Notwithstanding the foregoing it is understood and agreed that if for any reason inventory be at any time kept or located at locations other than those above listed or hereafter consented to by Secured Party, Secured Party shall nevertheless have and retain a security interest therein. No inventory shall be removed from such locations except for the purposes of sales, leases or other uses in the ordinary course of business; but a sale in the ordinary course of business shall not include any transfer or sale in satisfaction, partial or complete, of a debt owed by the Debtor.

(l)        Security . Debtor acknowledges and agrees that the Note shall be secured by a first security interest in the Collateral.

(m)        Annual Audited Financial Statements . Debtor shall furnish to Secured Party unaudited (unqualified) financial statements for Debtor (to include a balance sheet, income statement, statement of changes in equity, statement of cash flows and notes thereto) no later than March 31 ^st of each year, subject to Secured Party’s reasonable approval of the independent certified public accounting firm.

6.        Rights and Powers of Secured Party. Secured Party may, in its discretion, upon the occurrence of an Event of Default hereunder which shall be continuing, do any one or more of the following: (i) require Debtor to give possession or control of the Collateral to Secured Party; (ii) take physical possession of the Collateral and maintain it on Debtor’s premises, in a public warehouse or at such other place as to which Secured Party may remove the Collateral or any part thereof; (iii) take control of proceeds and use cash proceeds to reduce any part of the Obligation; (iv) take any action Debtor is required to take or any other necessary action to obtain, preserve, and enforce this Agreement, and maintain and preserve the Collateral, without notice to Debtor, and add costs of same to the Obligation (but Secured Party is under no duty to take any such action); and (v) release Collateral in its possession to Debtor, temporarily or otherwise. Secured Party may at any time in its discretion transfer any of the Collateral or evidence thereof into its own name or that of its nominee and receive the proceeds therefrom and hold the same as security for the Obligation, or, following the occurrence and continuance of an Event of Default, apply the same thereon. Secured Party may, following the occurrence and continuance of an Event of Default, but shall be under no duty to, demand, collect, receipt for, settle, compromise, adjust, sue for, foreclose, or realize upon Collateral, in its own name or in the name of Debtor, as the Secured Party may determine. Secured Party shall not be liable for any act or omission on the part of the Secured Party, its officers, agents, or employees, except willful misconduct and gross negligence. The foregoing rights and powers of Secured Party shall be in addition to, and not a limitation upon, any rights and powers of Secured Party given by law, custom, elsewhere by this Agreement or otherwise.

7.        Default.

(a)        Events of Default. Debtor shall be in default under this Agreement upon the happening of any of the following events or conditions (“ Events of Default ”):

. (i) Default in the timely payment or performance of the Obligation or any covenant or liability contained herein or secured hereby; or

(ii)       Any representation or warranty contained herein shall be false or misleading in any material respect when made.

(b)        Remedies of Secured Party Upon Default . When an Event of Default occurs, and at any time thereafter, Secured Party may declare the Obligation or any part thereof immediately due and payable and may proceed to enforce payment of the same and to exercise any and all of the rights and remedies provided by Title 1 of the Texas Business and Commerce Code as well as all other rights and remedies possessed by Secured Party under this Agreement or otherwise. Secured Party may require Debtor to assemble the Collateral and make it available to Secured Party at any place to be designated by the Secured Party which is reasonably convenient to all parties. Unless the Collateral threatens to decline rapidly in value or is of a type customarily sold on a recognized market, Secured Party will give Debtor reasonable notice of the time after which any private sale or any other intended disposition thereof is to be made. Expenses of retaking, holding, preparing for sale, selling, leasing and the like shall include Secured Party’s reasonable attorneys’ fees and legal expenses. Secured Party shall be entitled to immediate possession of the Collateral and shall have authority to enter upon any premises upon which the same may be situated and remove the same therefrom. If Secured Party disposes of the Collateral, or any portion thereof, following default, the proceeds of such disposition available to satisfy the Obligation shall be applied by Secured Party to the Obligation in such order and in such manner as Secured Party in its discretion shall decide.

8.        General.

(a)        Assignment of Collateral by Secured Party . The Secured Party may assign all or any part of the Obligation, and may assign, transfer, or deliver to any transferee any or all of the Collateral, and thereafter Secured Party shall be fully discharged from all responsibility with respect to the Collateral so assigned, transferred or delivered. Such transferee shall be vested with all the powers and rights of the Secured Party hereunder with respect to such Collateral, but the Secured Party shall retain all rights and powers hereby given with respect to any of the Collateral not so assigned or transferred.

(b)        Waiver . No delay on the part of the Secured Party in exercising any power or right shall operate as a waiver thereof, nor shall any single or partial exercise of any power or right preclude other or further exercise thereof or the exercise of any other power or right. No waiver by Secured Party of any right hereunder or of any Event of Default by Debtor shall be binding upon Secured Party unless in writing, and no failure by Secured Party to exercise any right hereunder or waiver of any Event of Default of Debtor shall operate as a waiver of any other or further exercise of such right or of any further Event of Default.

(c)        Parties Bound . The rights of Secured Party hereunder shall inure to the benefit of its successors and assigns. The terms of this Agreement shall be binding upon the successors and assigns of the parties hereto. All representations, warranties and agreements of Debtor shall bind Debtor’s successors and assigns. This Agreement shall constitute a continuing agreement applying to all future transactions of a character contemplated at the date of this Agreement.

(d)        Definitions . Unless the context indicates otherwise, definitions in the Texas Business and Commerce Code (the “ Code ”) apply to words and phrases in this Agreement; if Code definitions conflict, Title 1 of the Code definitions apply.

(e)        Notice . Any notices or other communications required or permitted hereunder shall be sufficiently given if delivered personally or sent by registered or certified mail, postage prepaid, to the applicable party at its address below given or at such other address as shall be furnished in writing by such party to the other, and shall be deemed to have been given as of the date so delivered or deposited in the United States Mail. Notice mailed in accordance with this section at least five (5) days prior to the related action (or if the Code elsewhere requires a longer period, such longer period) shall be deemed reasonable.

(f)        Modifications . No provision hereof shall be modified or limited except by a written agreement expressly referring hereto and to the provision so modified or limited and signed by all parties to this Agreement, and without limiting the foregoing, no course of conduct, usage of trade or law merchant shall modify or limit any provision hereof.

(g)        Severability . 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 unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

(h)        Financing Statement . Secured Party is authorized on behalf of Debtor as Debtor’s agent and attorney in fact, for such purpose, to complete and sign one or more financing statements with respect to any Collateral covered by this Agreement and to file the same in an appropriate office or place. A carbon, photographic or other reproduction of this Agreement or of any financing statement prepared in conjunction herewith is sufficient as a financing statement.

(i)        Applicable Law . This Agreement shall be construed in accordance with the laws of the State of Texas, except to the extent that the validity and perfection of the Security Interest, or remedies hereunder, in respect of any particular Collateral are governed by the laws of a jurisdiction other than the State of Texas.

(j)        Jurisdiction and Venue . Each of the parties agrees that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a Texas state court of competent jurisdiction sitting in San Antonio, Bexar County, Texas. Debtor hereby irrevocably and unconditionally consents to the jurisdiction of any such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto.

(k)        Facsimile or .pdf Signatures . Delivery of a copy of this Agreement bearing an original signature by facsimile transmission (whether directly from one facsimile device to another by means of a dial-up connection or whether mediated by the worldwide web), by electronic mail in “portable document format” ( . pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing the original signature.

(l)        No Presumption Against Drafter . The parties understand and agree that: (a) this Agreement is freely negotiated by all parties; and (b) in any controversy, dispute or contest over the meaning, interpretation, validity or enforceability of this Agreement or any of its terms or conditions, there shall be no inference, presumption or conclusion drawn against either party by virtue of that party having drafted this Agreement or any portion thereof.

9.         Limitation on Agreements. All agreements between Debtor and Secured Party, whether now existing or hereafter arising and whether written or oral, are hereby expressly limited so that in no contingency or event whatsoever, whether by reason of acceleration of the maturity of the Obligation or otherwise, shall the amount paid, or agreed to be paid, to Secured Party for the use, forbearance, or detention of the money to be loaned under the Note or otherwise or for the payment or performance of any covenant or obligation contained herein, or in any other document evidencing, securing or pertaining to the Obligation or the Collateral, exceed the maximum amount, if any, permissible under applicable law. If from any circumstances whatsoever interest would otherwise be payable to Secured Party in excess of the maximum lawful amount, the interest payable to Secured Party shall be reduced to the maximum amount permitted under applicable law, and if from any such circumstance the Secured Party shall ever receive as interest or otherwise an amount which would exceed the highest lawful rate, such amount which would be excessive interest shall be applied to the reduction of the principal amount owing on account of the Obligation or on account of any other principal indebtedness of Debtor to the Secured Party, and not to the payment of interest, or if such excessive interest exceeds the unpaid balance of principal of the Obligation and such other indebtedness, such excess shall be refunded to Debtor. All sums paid or agreed to be paid to the Secured Party for the use, forbearance or detention of the indebtedness of Debtor to the Secured Party shall, to the extent permitted by applicable law, be amortized, prorated, allocated and spread throughout the full term of such indebtedness until payment in full of the principal (including the period of any renewal or extension thereof) so that the interest on account of such indebtedness shall not exceed the maximum amount permitted by applicable law. The term “ applicable law ” as used in this Section 9 shall mean the laws of the State of Texas or the laws of the United States, whichever laws allow the greater rate of interest, as such laws now exist or may be changed or amended or come into effect in the future. The terms and provisions of this Section shall control and supersede every other provision of all agreements between the Debtor and the Secured Party.

10.        No Unlawful Liens . In no event may this Agreement secure any debt or create any lien which is prohibited by law.

11.        Debtor Benefitting from Note . Debtor acknowledges and agrees that Debtor is benefitting from the Note.

[SIGNATURE PAGE FOLLOWS]

EXECUTED as of the Effective Date.

Exhibit 10.3

MEMBERSHIP INTEREST PLEDGE AGREEMENT

This Membership Interest Pledge Agreement (this “ Agreement ”) is executed effective as of March 7, 2017 (the “ Effective Date ”) by Vaden Landers (“ Pledgor ”) to Payment Data Systems, Inc., a Nevada corporation (“ Lender ”).

WHEREAS, Pledgor owns 100% of the membership interests of Singular Payments, LLC, a Florida limited liability company (“ Borrower ”); and

WHEREAS, Lender has agreed to make a loan (the “ Loan ”) to Borrower evidenced by a line of credit promissory note of even date herewith, executed by Borrower payable to the order of Lender, in a principal amount up to a maximum amount of $500,000.00 (the Note ”); and

WHEREAS, Pledgor has agreed, on the terms set forth herein, to secure the payment and performance of the Note and the other obligations set forth in Section 2 by pledging to Lender a security interest in and to Pledgor’s 100% membership interest in Borrower (the “Pledged Interest”);

NOW, THEREFORE, in consideration of the premises, Pledgor hereby agrees as follows:

1.                   Pledged Interest. Pledgor hereby pledges to Lender, and grants to Lender, a security interest in the Pledged Interest and the certificate (if any) representing the Pledged Interest, and all dividends, distributions, cash, instruments and other property from time to time received, receivable or otherwise distributed in respect of or in exchange for any or all of the Pledged Interest.

2.         Security for Obligations . This Agreement is given to secure the following (collectively, the “ Obligations ”):

(a)       The full and timely payment of the principal of, interest on, and all other amounts and payments due under or secured by: (i) the Note (and all extensions, modifications, increases and renewals thereof and all substitutes therefor made or given from time to time); and (ii) any other document evidencing, securing or pertaining to the Note as shall, from time to time, be executed and delivered by Pledgor or any other party to Lender (collectively, the “ Loan Documents ”); and

(b)       The full and timely performance and discharge of any covenant, warranty, representation and other obligations made or undertaken by Pledgor or others to Lender as set forth in the Loan Documents.

3.        Delivery of Pledged Interest . All certificates or instruments evidencing the Pledged Interest (if any) shall be delivered to and held by or on behalf of Lender pursuant hereto and shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Lender.

4.        Representations and Warranties . Pledgor represents and warrants to Lender the following:

(a)       The Pledged Interest has been duly authorized and validly issued and is fully paid and non-assessable;

(b)       Pledgor is the legal and beneficial owner of the Pledged Interest free and clear of any restriction, claim, lien, security interest, option or other charge or encumbrance, except for the security interest created by this Agreement; and

(c)       The pledge made pursuant to this Agreement creates, as security for payment of the Obligations, a valid and perfected first priority security interest in the Pledged Interest; and

(d)       No authorization, approval, or other action by, and no notice to or filing with, any governmental authority or regulatory body is required either: (i) for the pledge made pursuant to this Agreement or for the execution, delivery or performance of this Agreement by Pledgor; or (ii) for the exercise by Lender of the voting or other rights provided for in the Agreement or the remedies in respect of the Pledged Interest pursuant to this Agreement (except as may be required in connection with such disposition by laws affecting the offering and sale of securities generally).

5.        Further Assurances . Pledgor agrees that at any time and from time to time, at the expense of Pledgor, Pledgor will 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 to perfect and protect any security interest granted or purported to be granted hereby or to enable Lender to exercise and enforce its rights and remedies hereunder with respect to any Pledged Interest.

6.         Voting Rights; Distributions; Etc.

(a)       So long as no Event of Default (as hereinafter defined) has occurred and is continuing:

(i)       Pledgor shall be entitled to exercise any and all voting and other consensual rights pertaining to the Pledged Interest or any part thereof for any purpose not inconsistent with the terms of the Loan Documents or this Agreement; provided, however, that Pledgor shall not exercise or refrain from exercising any such right if such action would have a material adverse affect on the value of the Pledged Interest or any part thereof; and provided, further, that Pledgor shall give Lender at least five (5) business days’ prior written notice of the manner in which it intends to exercise, or the reasons for refraining from exercising, any such right, if such exercise or non-exercise would have a material adverse affect on the value of the Pledged Interest or any part thereof.

(ii)       Pledgor shall be entitled to receive and retain any and all dividends and distributions paid in respect of Pledgor’s Pledged Interest.

(iii)       Lender shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise pursuant to paragraph (i) above and to receive the amounts which it is authorized to receive and retain pursuant to paragraph (ii) above.

(b)       Upon the occurrence and during the continuance of an Event of Default:

(i)       All rights of Pledgor to exercise the voting and other consensual rights which he or she would otherwise be entitled to exercise pursuant to Section 6(a)(i) and to receive the amounts which it would otherwise be authorized to receive and retain pursuant to Section 6(a)(ii) shall cease, and all such rights shall thereupon become vested in Lender who shall thereupon have the sole right to exercise such voting and other consensual rights and to receive and hold as Pledged Interest such amounts.

(ii)       All amounts which are received by Pledgor contrary to the provisions of paragraph (i) of this Section 6(b) shall be received in trust for the benefit of Lender, shall be segregated from other funds of Pledgor and shall be forthwith paid over to Lender as Pledged Interest in the same form as so received (with any necessary endorsement).

7.        Lender Appointed Attorney-in-Fact . Pledgor hereby appoints Lender as Pledgor’s attorney-in-fact, with full authority in the place and stead of Pledgor and in the name of Pledgor or otherwise, from time to time in Lender’s discretion to take any action and to execute any instrument which Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation, to receive, endorse and collect all instruments made payable to Pledgor representing any payment or other distribution in respect of the Pledged Interest and to give full discharge for the same; provided, however, that such appointment and the rights granted to Lender pursuant to this Section 7 shall only be deemed effective upon the occurrence and during the continuance of an Event of Default (as hereinafter defined).

8.        Lender May Perform . If Pledgor defaults (as hereinafter defined) in performance of any term, condition or provision contained herein, Lender may itself perform, or cause performance of, such term, condition or provision.

9.        Reasonable Care . Lender shall be deemed to have exercised reasonable care in the custody and preservation of the Pledged Interest in its possession if the Pledged Interest is accorded treatment substantially equal to that which Lender accords its own property, it being understood that Lender shall not have any responsibility for (a) ascertaining or taking action with respect for calls, conversions, exchanges, tenders or other matters relative to any Pledged Interest, whether or not Lender has or is deemed to have knowledge of such matters (but Lender agrees to act upon written instructions of Pledgor with respect to such matters if such instructions are received a reasonable period of time prior to any requested action), or (b) taking any necessary steps to preserve rights against any parties with respect to any Pledged Interest.

10.        Remedies Upon Default . If a default occurs under the any of the Loan Documents, or of any of the Obligations, and the default continues after Lender gives Pledgor written notice of the default and Pledgor has not cured such default within ten (10) calendar days for a monetary default or within thirty (30) calendar days for a non-monetary default, in each case from the date of such notice as set forth herein (an “ Event of Default ”):

(a)       Lender may exercise in respect of the Pledged Interest, in addition to other rights and remedies provided for herein or otherwise available to it, all the rights and remedies of a secured party on default under the Uniform Commercial Code (the “ Code ”) in effect in the State of Texas at that time, and Lender may also, without notice except as specified below, sell the Pledged Interest or any part thereof in one or more parcels at public or private sale, at any exchange, broker’s board or at Lender’s office or elsewhere, for cash, on credit or for future delivery, and upon such other terms as the Lender may deem commercially reasonable. Pledgor recognizes that Lender may be unable to effect a public sale of any Pledged Interest by reason of certain prohibitions contained in the Securities Act (as defined herein) and applicable state securities laws or otherwise or may determine that a public sale is impracticable, not desirable or not commercially reasonable and, accordingly, may resort to one or more private sales thereof to a restricted group of purchasers that shall be obliged to agree, among other things, to acquire such securities for their own account for investment and not with a view to the distribution or resale thereof. Pledgor acknowledges and agrees that any such private sale may result in prices and other terms less favorable than if such sale were a public sale and, notwithstanding such circumstances, agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner. Pledgor agrees that, to the extent notice of sale shall be required by law, at least thirty (30) days’ notice to Pledgor 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 Pledged Interest 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 adjourned.

(b)       Any cash held by Lender as Pledged Interest and all cash proceeds received by Lender in respect of any sale of, collection from, or other realization upon all or any part of the Pledged Interest shall be applied (after payment of any amounts payable to Lender pursuant to Section 12) in whole by Lender against, all or any part of the Obligations in such order as Lender shall elect. Any surplus of such cash or cash proceeds held by Lender and remaining after payment in full of all the Obligations shall be paid over to Pledgor or to whomsoever may be lawfully entitled to receive such surplus.

11.        Expenses. Pledgor will upon demand pay to Lender the amount of any and all reasonable expenses, including the reasonable fees and expenses of its counsel and of any experts and agents, which Lender may incur in connection with (a) the exercise or enforcement of any of the rights of Lender hereunder, or (b) the failure by Pledgor to perform or observe any of the provisions hereof.

12.        Continuing Security Interest . This Agreement shall create a continuing security interest in the Pledged Interest and shall (a) remain in full force and effect until payment in full of the Obligations, (b) be binding upon Pledgor and their respective successors and assigns, and (c) inure to the benefit of Lender and its successors, transferees and assigns. Upon the payment in full of the Obligations, Pledgor shall be entitled to the return, upon its request and at its expense, of such of the Pledged Interest as shall not have been sold or otherwise applied pursuant to the terms thereof, and this Agreement shall terminate.

13.        Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Unless otherwise defined herein, terms defined in Title 1, Chapter 9 of the Texas Business and Commerce Code entitled “Uniform Commercial Code” in the State of Texas are used herein as therein defined.

14.        Jurisdiction and Venue . Each of the parties agrees that any action or proceeding arising out of or related in any way to this Agreement, the Note and the other Loan Documents shall be brought solely in a Texas state court of competent jurisdiction sitting in San Antonio, Bexar County, Texas. Pledgor hereby irrevocably and unconditionally consents to the jurisdiction of any such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of any party thereto.

15.        Notices . Any notice or other communications which are required or permitted hereunder shall be in writing and shall be delivered either personally, by registered or certified mail (postage prepaid and return receipt requested), or by express courier or delivery service, addressed as follows:

or at such other address and number as any party shall have previously designated by written notice given to the other parties in the manner hereinabove set forth. Notices shall be deemed given when delivered and receipted for (or upon the date of attempted delivery where delivery is refused) if hand-delivered, sent by express courier or delivery service, or three business days after mailing if sent by certified or registered mail, return receipt requested.

16.        Pledgor Benefit From Obligations . Pledgor acknowledges and agrees that he owns the Pledged Interest, and that Pledgor will benefit from the Obligations.

17.        Authorization to File Financing Statements . Pledgor authorizes Lender, at any time and from time to time, to file or record financing statements, amendments thereto, and other filing or recording documents or instruments with respect to the Pledged Interest in such form and in such offices as Lender reasonably determines appropriate to perfect the security interests of Lender under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, Pledgor and Lender have executed this Agreement as of the Effective Date.

Exhibit 10.4

GUARANTY AGREEMENT

FOR VALUE RECEIVED, the receipt and adequacy of which is hereby acknowledged, the undersigned (hereafter called “ Undersigned ” or “ Guarantor ”) unconditionally guarantees the full and punctual payment when due of the following described indebtedness (the “ Guaranteed Indebtedness ”) of Singular Payments, LLC, a Florida limited liability company (hereinafter called “ Borrower ”) to Payment Data Systems, Inc., a Nevada corporation (hereafter called “ Lender ”):

All indebtedness of Borrower to Lender under that certain line of credit promissory note dated as of the effective date hereof in the original principal amount of up to a maximum amount of $500,000.00, executed by Borrower and payable to the order of Lender (the “ Note ”), together with all renewals and extensions thereof, and together with all interest, attorney’s fees, and court costs for which Borrower may become liable in connection therewith.

The Undersigned further agrees to pay to Lender or to Lender’s successors or assigns, all costs (including but not limited to reasonable attorney’s fees) incurred by Lender in enforcing this Agreement, if the Guaranteed Indebtedness guaranteed under this Agreement is not paid by the Undersigned upon demand when due as required in this Agreement or if this Agreement is enforced by suit or through probate or bankruptcy court or through any judicial proceedings whatsoever. Should it be necessary to reduce Lender’s claim to judgment, said judgment shall bear interest at the maximum rate of interest permitted by applicable law.

The Undersigned waives notice of acceptance of this Agreement and of any liability to which it applies or may apply, and waives presentment and demand for payment of any amounts guaranteed, notice of dishonor or nonpayment thereof, collection or instigation of suit, or any other action by Lender in collection thereof, including any notice of default in payment thereof, or other notice or demand of payment therefor on any party.

If Guarantor becomes liable for any indebtedness owing by Borrower to Lender, by endorsement or otherwise, other than under this Agreement, such liability shall not be in any manner impaired or affected hereby, and the rights of Lender hereunder shall be cumulative of any and all other rights that Lender may ever have against Guarantor. The exercise by Lender of any right or remedy hereunder or under any other instrument, or at law or in equity, shall not preclude the concurrent or subsequent exercise of any other right or remedy.

In the event of default by Borrower in payment of the Guaranteed Indebtedness, or any part thereof, when such indebtedness becomes due, either by its terms or as the result of the exercise of any power to accelerate, Guarantor shall, on demand and without further notice of dishonor, without any notice having been given to Guarantor previous to such demand of the acceptance by Lender of this Agreement and without any notice having been given to Guarantor previous to such demand of the creating or incurring of such indebtedness, pay the amount due thereon to Lender, and it shall not be necessary for Lender, in order to enforce such payment by Guarantor, first to institute suit or exhaust its remedies against Borrower or others liable on such indebtedness, or to enforce its rights against any security which shall ever have been given to secure such indebtedness.

It is the intention of the parties to this Agreement to comply with the usury laws of the State of Texas. Accordingly, it is agreed that notwithstanding any provision to the contrary in this Agreement, or in any note or other instrument, or in any of the other documents securing payment of this Agreement, or otherwise relating to this Agreement, 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 paragraph shall govern and control; (b) neither the person executing this Agreement nor his heirs, successors or assigns or any other party liable for the payment of this Agreement 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 owing on the obligations, or refunded; and (d) the effective rate of interest covered by this Agreement 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.

This Agreement is for the benefit of Lender, and for such other persons as may from time to time be or become the holders of any indebtedness guaranteed by this Agreement. This Agreement shall be transferrable and negotiable, with the same force and effect and to the same extent as the indebtedness that it guarantees may be transferrable. It is agreed that upon the assignment or transfer by Lender of any indebtedness guaranteed by this Agreement, the legal holder of such indebtedness shall have all of the rights granted to Lender under this Agreement.

Lender, and Lender’s successors and assigns, shall not be liable for failure to use diligence in the collection of any indebtedness guaranteed by this Agreement, or in preserving the liability of any person liable on the indebtedness, and the Guarantor hereby waives presentment for payment, notice of nonpayment, protest, notice thereof, and diligence in bringing suit against any person liable for any indebtedness guaranteed by this Agreement. Payment of all amounts under this Agreement shall be made to Lender.

This Agreement is a specific guaranty of the Guaranteed Indebtedness, and shall not be wholly or partially satisfied or extinguished by Guarantor’s partial payment of any amount thereunder, but shall continue in full force and effect as against Guarantor for the full amount of the Guaranteed Indebtedness until the payment in full of the indebtedness. Guarantor may give to Lender written notice that Guarantor will not be liable under this Agreement for any obligations renewed or extended by Lender after the giving of such notice, and such notice will be effective as to Guarantor after, but not before, such time as the written notice is actually delivered to and received by and acknowledged in writing by Lender.

Guarantor represents and warrants to Lender that: (a) Guarantor is the owner of 100% of the membership interests of Borrower; and (b) Guarantor will receive a direct and material benefit from the proceeds of any of the Guaranteed Indebtedness.

This Agreement is executed and delivered incident to a lending transaction negotiated, consummated and performable in Bexar County, Texas, and shall be construed according to the laws of the State of Texas. Guarantor agrees that any action or proceeding arising out of or related in any way to this Agreement shall be brought solely in a court of competent jurisdiction sitting in San Antonio, Bexar County, Texas. Guarantor hereby irrevocably and unconditionally consents to the jurisdiction of any such court and hereby irrevocably and unconditionally waives any defense of an inconvenient forum to the maintenance of any action or proceeding in any such court, any objection to venue with respect to any such action or proceeding and any right of jurisdiction on account of the place of residence or domicile of Guarantor.

This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall constitute but one Agreement.

Lender and its successors and assigns are hereby authorized to rely upon the signatures of each Guarantor which are delivered by facsimile or as a .pdf email attachment as constituting a duly authorized, irrevocable, actual, current delivery of this Agreement with original ink signatures of each such Guarantor.

EXECUTED to be effective as of March 7, 2017.