Cuentas Inc. (Form: 8-K, Received: 11/15/2018 11:40:18)

Exhibit 10.1

AEC Yield Capital LLC

One Metrotech Center – North, Third Floor, Brooklyn, NY 11201

Purchase and Sale Agreement (“Agreement”)

1. ASSIGNMENT. AEC YIELD CAPITAL, LLC (“AEC” or “Purchaser”) hereby buys and Limecom, Inc. , a Florida corporation, (“Seller”), hereby sells, transfers and assigns all of Seller’s right, title and interest in and to those specific accounts receivable and related rights owing to Seller by Account Debtors as set forth on the assignment forms provided by AEC (the “Assignments”) together with all rights of action and mechanics or other liens accrued or to accrue thereon, including without limitation, full power to collect, sue for, compromise, assign or in any other manner enforce collection thereof in AEC’s name or otherwise. All of Seller’s accounts receivable, related mechanics liens and contract rights which are presently or at any time hereafter assigned by Seller, and accepted by AEC, are collectively referred to as (the “Accounts”). All capitalized terms not herein defined shall have the meaning set forth in the Uniform Commercial Code of the State of New York (the “UCC”). The Seller shall not take any action inconsistent with Purchaser’s ownership and shall not claim any ownership in any Purchased Account. The Seller shall indicate in its records that ownership interest in any Purchased Account is held by the Purchaser. In addition, the Seller shall respond to any inquiries with respect to ownership of a Purchased Account by stating that it is no longer the owner of such Purchased Account and that

ownership of such Purchased Account is held by the Purchaser

2. PURCHASE PRICE; FACTORING COMMISSION. AEC shall purchase the Accounts from Seller, in AEC’s sole and absolute discretion, at a purchase price equal to the gross face value of Accounts, less AEC’s Factoring Commission, as described in this Section 2, returns, credits, allowances, deductions, ‘finance points’ or other like charges and discounts; and less all other sums charged or chargeable to Seller’s Accounts (the “Purchase Price”). In connection with AEC’s purchase of the Accounts from Seller, AEC shall charge a factoring commission (the “Factoring Commission”) which is deducted from the face value of each Account upon collection. The Factoring Commission will be computed based upon the number of days an Account is outstanding from the date of such invoice issuance and shall be as follows:

1.19% of the face value of each invoice purchased under the facility (each, a “Purchased Account”) (Basic Discount) computed on the Face Amount

ii.

After the 20th day from the date of invoice issuance, 0.59% per 10 days or any part thereof that an invoice remains outstanding, through the 90th day computed on the Face Amount.

In all instances the Factoring Commission shall be subject to adjustment in order to take the Minimum Monthly Fees into account. Minimum Monthly Fee is any amount by which the aggregate dollar amount of the factoring discount earned in each month hereunder is less than the Minimum Monthly Commission, which Minimum Monthly Fee shall accrue and be paid by Seller on the first Business Day of the following the last day of each calendar month hereunder. “Minimum Monthly Commission” is the aggregate dollar amount of the factoring discount which the Purchaser would have earned if the Purchaser had Purchased Accounts with an aggregate Face Amount of $3,500,000.00 during each month hereunder, such that a Factoring Commission, equal to the greater of the average Factoring Commission over the prior 90 days or the Factoring Commission due hereunder for an invoice paid by its obligor in 30 days, will be applied to the difference between the actual factored amount of Purchased Accounts in the given month and the minimum volume hereunder for each month.

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3. ADVANCE. Upon AEC’s receipt and acceptance of each Assignment, AEC shall pay to Seller an amount corresponding to the category into which such Account shall fall, as follows (in each case net of any advances received by Seller from any party including Purchaser):

• Eligible final, fully-verified receivables: 90% of the Purchase Price – if such purchase is made within the first 90 days hereunder, or 87.5% if such purchase is made thereafter. The foregoing include final invoices featuring weekly billing and 53-day payment terms.

• Eligible earned but not yet billed receivables (usage confirmed and verified by Purchaser to its satisfaction): 50% of the Purchase Price (net of other advances received by Seller from any party including Purchaser)

All of the foregoing advance rates are computed as a percentage of the net face value (as described above) of the Accounts therein described (the “Advance”) on an ongoing basis. Notwithstanding anything to the contrary contained in this Agreement, the maximum outstanding balance of Seller to AEC shall initially be Four million ($4,000,000) Dollars (the “Maximum Advance”), it being agreed that Seller may request increases in the Maximum Advance of up to $1,000,000 each 90 days after the commencement date hereunder, up to a Maximum Advance of not greater than $8,000,000. Each requested increase to the Maximum Advance shall be subject to AEC’s approval. Advance rates referred to herein are contingent upon, among other things, dilution of Accounts remaining below 1.5%, provision by each Account Debtor, with respect to each Account, a satisfactory estoppel & no-offset letter and sufficient Credit Insurance. Eligible invoices and Accounts shall exclude, among other things, invoices that are 90 days or more past their date of issuance, Accounts from obligors whose invoices, in the aggregate, include 25% or more of invoices that are 90 days’ past issuance date, non credit-insured obligations and such other categories of ineligible invoices as AEC may determine.

4. RESERVE . AEC will hold in reserve the difference between the Purchase Price and the Advance (the “Reserve”) and, provided there are no outstanding chargebacks or disputes, will pay to Seller, the Reserve, less any sums due AEC hereunder, in not more than one (1) Business Day from the date on which the Accounts have been collected in full in good funds, or have been charged back and/or deemed collected by AEC due to an Account Debtor’s Insolvency (as defined in Section 6). For purposes of this Agreement, the term, “Business Day”, shall mean any day which is not a Saturday, Sunday or other day on which national banks are authorized or required to be closed. For all purposes under this Agreement, Clearance Days (defined as 2 banking days) will be added to the date on which Purchaser receives any payment.

5. WARRANTIES, REPRESENTATION AND COVENANTS. As an inducement for AEC’s entering into this Agreement and with full knowledge that the truth and accuracy of the warranties, representations and covenants in this Agreement are being relied upon by AEC, instead of the delay of a complete credit investigation, Seller warrants, represents and covenants that:

(a)

Seller is duly incorporated and in good standing in its jurisdiction of incorporation or formation and in those jurisdictions in which Seller conducts business, and Seller shall remain so during the term of this Agreement;

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(b)

Seller is properly licensed and authorized to operate its business as currently conducted. The primary business of the Seller is the provision of telecommunication services and/or equipment. All license numbers issued to the Seller by any Governmental Authority are set forth on Schedule 5(b) and the Seller has complied in all material respects with all applicable laws, rules, regulations, orders and related customer contracts and all restrictions contained in any agreement or instrument binding on or affecting the Seller, and has and maintains all permits, licenses, certifications, authorizations, registrations, approvals and consents of governmental authorities or any other party necessary for the business of the Seller and each of its subsidiaries;;

(c)

Seller is the sole and absolute owner of the Accounts and has the full legal right to make said sale, assignment and transfer and to grant to Purchaser a security interest in the Accounts and the other items comprising the Collateral and Seller represents and warrants that the services they are providing are in compliance with the tariffs and relevant orders filed with or issued by the appropriate regulatory agency.

(d)

Seller’s sale, transfer or assignment of the Account does not conflict with the terms of any other agreement or instrument to which Seller is a party, does not require the consent of any third party, and does not violate with any applicable law, rule or regulation. There are no procedures or investigations pending or threatened before any governmental authority (i) asserting the invalidity of such Account or customer contract; (ii) asserting the bankruptcy or insolvency of the related Account Debtor; (iii) seeking the payment of such Account or payment and performance of the related customer contract; or (iv) seeking any determination or ruling that might materially and adversely affect the validity or enforceability of such Account or the related customer contract;

(e)

Seller is fully authorized to enter into this Agreement and the other transaction documents ancillary hereto (each, a “Transaction Document”), and to perform hereunder and thereunder;

(f)

This Agreement and each other Transaction Document constitutes Seller’s legal, valid and binding obligation; (g) Seller is solvent.

(h)

The correct amount of each Account will be set forth on the Assignments;

(i)

Each Account is an accurate and undisputed statement of indebtedness from an Account Debtor for a sum certain, without offset or counterclaim and which is due and payable in ninety (90) days or less from invoice date and with respect to which Seller has filed appropriate liens, if available, in its name;

(j)

Each Account is an accurate statement of a bona fide sale, delivery and acceptance of merchandise or performance of service by Seller to an Account Debtor;

(k)

Seller does not own, control or exercise dominion in any way whatsoever, over the business of any Account Debtor;

(l)

All financial records, statements, books or other documents shown to AEC by Seller at any time either before or after the signing of this Agreement are true and accurate;

(m)

Seller will not under any circumstance or in any manner whatsoever, interfere with any of AEC’s rights under this Agreement and Seller has not done anything to impede or interfere with the collection by the Purchaser of the Purchased Accounts and shall not, without the Purchaser’s prior written consent, amend, waive or otherwise permit or agree to any deviation from the terms or conditions of any Purchased Account or any related customer agreement or contract which (i) may create an adverse claim with respect to any Account or (ii) would materially affect the ability of the Purchaser to act in its capacity as such;

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(n)

Seller has not and will not, at any time, permit any lien, security interest or encumbrance to be created upon any of its accounts receivable and/or its inventory or other Collateral without the prior written consent of AEC except as specifically disclosed to AEC and permitted by AEC;

(o)

Seller will not change or modify the terms of the Accounts with any Account Debtor unless AEC first consents, in writing;

(p)

Seller will notify AEC, in writing, in advance of: any change in Seller’s place of business; Seller having or acquiring more than one place of business; any change in Seller’s chief executive office; loss or suspension of an permit or license required to operate Seller’s business and/or any change in the office or offices where Seller’s books and records concerning accounts receivable are kept;

(q)

Seller will immediately notify AEC of any proposed or actual change of the Seller’s and/or any Account Debtor’s identity, legal entity or corporate structure;

(r)

A notification letter from Seller and/or all invoices will state on their face that the Accounts represented thereby have been assigned to AEC and are to be paid directly to AEC; and

(s)

No Account shall be on a bill-and-hold, guaranteed sale, sale-and-return, sale on approval, offset, barter, consignment or any other repurchase or return basis;

(t)

Upon three (3) Business Days’ written notice by Seller to Purchaser, and automatically, without notice, after an Event of Default, Seller shall not, without the prior written consent of Purchaser in each instance, (a) grant any extension of time for payment of any of its Accounts, (b) compromise or settle any of its Accounts for less than the full amount thereof, (c) release in whole or in part any Payor, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Accounts.

(u)

From time to time as requested by Purchaser, at the sole expense of Seller, Purchaser or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing, if after the occurrence of an Event of Default) any of the Collateral, including Seller’s books and records, and Seller shall permit Purchaser or its designee to make copies of such books and records or extracts therefrom as Purchaser may request. Without expense to Purchaser, Purchaser may use any of Seller’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of Accounts and realization on other Collateral as Purchaser, in its Discretion, deems appropriate. Seller hereby irrevocably authorizes all accountants and third parties to disclose and deliver to Purchaser at Seller’s expense all financial information, books and records, work papers, management reports and other information in their possession relating to Seller.

(v)

The Seller will furnish to the Purchaser, in form and substance satisfactory to the Purchaser:

as soon as possible after the end of each fiscal year of the Seller, and in any event within 90 days thereafter, a complete copy of the Seller’s financial statements, including (i) the balance sheet as of the close of the fiscal year, and (ii) the income statement for such year, together with a statement of cash flows;

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as soon as possible after the end of each fiscal quarter of the Seller, and in any event within 30 Days thereafter, a complete copy of the Seller’s quarterly financial statements and other business records;

within thirty (30) Days of Seller having filed any Federal or State income tax return, a copy of such return including all schedules and attachments thereto;

at the time of delivery of each of the financial statements required, a certificate signed by a responsible officer of the Seller and in form and substance satisfactory to the Purchaser to the effect that the representations and warranties set forth in Section 5 are true as of the date of the certificate and that no default or Event of Default has occurred and is continuing (or if any default or Event of Default has occurred and is continuing, setting forth the steps being taken to remedy it); and

On a monthly basis, no later than 5 days after the end of each month, customer traffic and other statistics and other operational information as Purchaser shall reasonably request

(w)

Before sending any Invoice to an Account Debtor, Seller shall mark same with the following notice, or such notice of assignment as may be required by Purchaser:

NOTICE OF ASSIGNMENT ASSIGNED AND PAYABLE ONLY TO:

AEC YIELD CAPITAL LLC Acct of: Limecom, Inc.

AEC Capital Yield, LLC PO Box 782502

Philadelphia, PA19178-2502

Wire/ACH

Wire & ACH Routing & Transit

Number: 121000248

SWIFT CODE: WFBIUS6S

Account Name: AEC Yield Capital, LLC

Account Number: 4942441676

Overnight Address

Overnight Address - All overnight mail by special couriers should be sent to the actual site address listed below and should reflect Lockbox Services and the Lockbox Number in the reference section of the air bill.

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Include Company Name, Street

Address, City, State, & Zip Code

AEC Capital Yield, LLC LOCKBOX# 782502

WELLS FARGO BANK MAC Y1372-045

401 MARKET STREET PHILADELPHIA, PA 19106

Any claims, offsets, or disputes must be reported immediately to: Jackson Lim, 347 799 1685

(x)

Seller shall keep proper books of record and accounts, including proof of mechanics lien filing on each job, in accordance with sound and accepted accounting practices, which books shall at all times be open to inspection by Purchaser.

(y)

Seller shall pay when due all payroll and other taxes, and shall provide proof thereof to Purchaser in such form as Purchaser shall reasonably require. In furtherance thereof, Seller shall execute and deliver any agreement or other document that is required by the IRS, the state taxing authorities or any payroll company in order give Purchaser the right to obtain copies of Seller’s payroll and other tax records

(z)

Seller and its parent, Cuentas, Inc. shall collectively maintain a minimum cash balance on deposit in its operating bank account of no less than Fifty Thousand ($50,000) Dollars at all times.

(aa)

Seller shall not create, incur, assume or permit to exist any lien upon or with respect to any assets in which Purchaser now or hereafter holds a security interest.

(bb)

Seller (i) shall not take any action which could result in a change in control of Seller, (ii) shall not sell, exchange, transfer or otherwise convey all or substantially all of Seller’s assets to any other Person regardless of whether such Person is affiliated or unaffiliated with Seller, and (iii) shall not commence any action or take any step with respect to, and shall not approve any plan of, any liquidation or dissolution of Seller, in each case without Purchaser’s prior written consent. For purposes of this Agreement, the term, “Person” shall mean any individual, corporation, partnership, association, joint-stock company, trust, unincorporated organization, joint venture, limited liability company, government or political subdivision or agency thereof, or any other entity. Notwithstanding sub paragraph (i) above, the sale by Seller’s parent of equity interests as part of a public ‘up-listing’ or general raising of equity shall not be deemed a change of control so long as the voting structure of Seller’s parent remains materially unchanged.

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(cc)

Seller shall not issue Invoices through any other Person other than Seller without Purchaser’s prior written consent, and Seller shall not divert or otherwise transfer all or any portion of any Purchase Price paid to Seller by Purchaser to any other Person.

(dd)

Seller shall not, either directly or indirectly, now or in the future, sell, transfer, assign or pledge any Accounts to any Person other than Purchaser, or create, assume or incur any additional indebtedness, or become liable, whether as endorser, guarantor, surety or otherwise, for any additional indebtedness or obligation without the prior written consent of the Purchaser.

(ee)

Notwithstanding Seller’s obligation to pay the Misdirected Payment Fee (as defined in Section 24) , if ever Seller receives any check(s), note(s), draft(s), monies or other instruments for the payment of money (i) on account of a Purchased Account (a “Misdirected Payment”), or (ii) after an Event of Default, any payment of account of any Account (a “Post-Default Payment”), Seller shall hold such Misdirected Payment or Post-Default Payment in trust for the benefit of Purchaser, and Seller shall promptlyremit such Misdirected Payment or Post-Default Payment to Purchaser in good funds on the banking Day immediately following Seller’s receipt of such Misdirected Payment or Post-Default Payment , but in any event in not more than 3 Business Days with respect to a Misdirected Payment and 1 Business Day with respect to a Post-Default Payment, (and Seller shall endorse any checks issued in Seller’s name). SELLER ACKNOWLEDGES THAT THE PURCHASED ACCOUNTS SHALL BE SOLELY THE PROPERTY OF PURCHASER, AND THAT SELLER’S FAILURE TO PAY OVER SUCH MISDIRECTED PAYMENTS AND/OR DEFAULT PAYMENTS WITHIN ONE BANKING DAY TO PURCHASER SHALL BE A DEFAULT HEREUNDER AND FURTHERMORE SHALL CAUSE SELLER TO FORFEIT ANY RIGHTS IT MAY HAVE WITH RESPECT TO ANY OTHER PAYMENTS DUE OR TO BECOME DUE TO SELLER UNDER THIS AGREEMENT.

(ff)

Avoidance Claims are defined as any claim that any payment received by Purchaser is avoidable under the Bankruptcy Code or any other debtor relief statute.

Seller shall indemnify Purchaser from any loss arising out of the assertion of any Avoidance Claim, other than such claims that relate to Purchased Accounts that are owed by an Account Debtor which was Insolvent at the time the subject payment was received by Purchaser, and shall pay to Purchaser on demand the amount thereof.

Seller shall notify Purchaser within two (2) business days of it becoming aware of the assertion of an Avoidance Claim.

This provision shall survive termination of this Agreement.

(gg)

Seller shall grant AEC direct and perpetual view and report-generation access to Seller’s account on the Corex system and other informational systems used by Seller in tracking, accounting for and computing customer usage and invoices and such access shall be available to AEC at all times;

(hh)

All systems, reporting software, circuit and system information portals used by Seller will be made available to AEC for verification of invoice purposes and is, and will remain, accurate within industry standard tolerances. At Seller’s expense, AEC may require third-party confirmation of the accuracy of such reporting and monitoring systems.

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The warranties, representations and covenants contained in this Section 5 shall be continuous and be deemed to be renewed each time Seller assigns Accounts to AEC. Notwithstanding the provisions contained in Section 6 of this Agreement, AEC shall have recourse against the Seller in the event that any of the warranties, representations and covenants set forth in this Section 5 are breached.

6. NO RECOURSE – CREDIT INSURANCE. AEC shall have no recourse against Seller if payments are not received solely due to the “Insolvency” of an Account Debtor within 90 days of invoice date. For purposes of the foregoing, Insolvency shall be deemed to have occurred, or an Account Debtor or other Person, including, without limitation, Seller and Guarantor, only when: (a) a voluntary or involuntary bankruptcy proceeding for the relief of an Account Debtor under either Chapter 7 or Chapter 11 shall have been instituted in a United States Bankruptcy Court; (b) a receiver is appointed for the whole or any part of the property of an Account Debtor; (c) an Account Debtor’s assets shall have been sold under a writ of execution or attachments, or a writ of execution shall have been returned unsatisfied; (d) an Account Debtor shall have absconded; or (e) an Account Debtor’s assets shall have been sold under levy by any taxing authority or by a landlord.

Seller, at its sole cost and expense, agrees to procure and maintain, during the life of this Agreement, Credit Insurance covering any Accounts of Seller. The policy must contain a minimum coverage limit totaling the aggregate of the Maximum Advance. Seller will name AEC as a Third-Party Beneficiary of said policy and will provide AEC with a Certificate of Insurance upon demand by AEC and concurrently with the issuance of the policy and any subsequent renewal or reissuance. All insurance policies must be written by a reputable insurance company acceptable to Purchaser or with a current Best’s Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the New York and Florida. The fact that insurance is obtained by Seller will not be deemed to release or diminish the liability or responsibilities of Seller pursuant to any other terms or provision of this Agreement. Notwithstanding the foregoing credit insurance requirement, AEC shall endeavor to include required limits on Account Debtors it its own policy, at Seller’s expense. Upon such inclusion, Seller shall no longer be required to maintain credit insurance until such time as AEC shall notify Seller to the contrary.

7. CHARGE-BACK. In the event that any Account is not paid within 90 days of invoice date for any reason whatsoever (other than as a result of an Account Debtor’s Insolvency), including, without limitation, any alleged defense, counterclaim, offset, dispute or other claim (real or merely asserted) whether arising from or relating to the sale of goods or rendition of services or arising from or relating to any other transaction or occurrence, then in any such event AEC shall have the right to chargeback such Account to Seller. No chargeback shall be deemed a reassignment to Seller of the Account involved. Seller acknowledges that all amounts chargeable to Seller’s account under this Agreement shall be payable by Seller on demand. Upon satisfaction of a chargeback of an Account, and provided there are no other outstanding chargebacks or defaults at such time, AEC shall assign all of its title, rights and interests in and to such Account to Seller, and Seller shall have the right to collect any amount due under such Account. In addition, Seller has the right at any time to repurchase an Account by payment to AEC in the form of either cash or replacement invoices acceptable to AEC. The foregoing notwithstanding, with respect to Chargebacks caused solely by an Account Debtor’s dispute, so long as the dispute involves an amount of less than $50,000, Seller shall have 3 days to resolve such dispute provided that Seller is pursuing such resolution in good faith.

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8. NOTICE OF DISPUTE. Seller must immediately notify AEC of any disputes between any Account Debtor and Seller.

9. SETTLEMENT OF DISPUTE. AEC may, at its option, settle any dispute with any Account Debtor. Such settlement does not relieve Seller of any of its obligations under this Agreement. The foregoing notwithstanding, with respect to Chargebacks caused solely by an Account Debtor’s dispute, so long as the dispute involves an amount of less than $50,000, Seller shall have 3 days to resolve such dispute so long as Seller is pursuing such resolution in good faith.

10. SOLE PROPERTY. Once AEC has purchased the Accounts, the payment from Account Debtors relative to the Accounts is the sole property of AEC. Any interference by Seller with this payment will result in civil liability.

11. SECURITY INTEREST; VALIDITY GUARANTY.

(a)

As a further inducement for AEC to enter into this Agreement, and as security for the prompt performance, observance and payment of all obligations owing by Seller to AEC, Seller hereby grants to AEC a continuing security interest in and lien upon the following (herein collectively referred to as the “Collateral”): all personal property and Fixtures in which Seller has an interest, now or hereafter existing or acquired, and wheresoever located, tangible or intangible, including, but not limited to, all present or hereafter existing or acquired Accounts, tools, Goods (including, without limitation, all Equipment), Inventory, raw materials, components, packaging, furniture, receivables, security agreements, mechanics liens, notes, bills, acceptances, Instruments, Deposit Accounts, Letter of Credit Rights, installment paper, Chattel Paper, Documents, certificates of deposit, tax refunds, insurance proceeds, Investment Property, Commercial Tort Claims, conditional sale or lease contracts, cash or cash equivalents, chattel mortgages or deeds of trust, General Intangibles, all intellectual property including, without limitation, patents, trademarks and copyrights (and applications for all of the foregoing), contract rights, and all other hypothecation, and promise or duty to pay money, now or hereafter owned or acquired by Seller (including, without limitation, all rights of Seller as an unpaid vendor), and all products, proceeds and collections thereof, all guarantees and other security therefor, and all right, title and interest of Seller in any returned, repossessed, rejected or unshipped goods, together with all of Seller’s books of accounts, ledger cards and records, all vehicles, all computer programs, software and systems owned or operated in connection therewith, all of the above accruing present and future advances and all proceeds, products, returns, add-ons, accessions, replacements and substitutions of and to pay any of the foregoing, and all proceeds of proceeds, and all property of Seller at any time in Purchaser’s possession.

(b)

As additional security for Seller’s obligations under this Agreement, Daniel Contreras and Orlando Taddeo (the “Guarantors”) shall execute and deliver a Validity Guaranty (the “Guaranty”) pursuant to which each shall guaranty all representations and warranties given by the Seller hereunder and in the other Transactions Documents, and the accuracy, truth and completeness of all such representations and warranties, and they shall also guaranty against the Seller’s bad acts, as set forth in the Guaranty.

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12. FINANCING STATEMENTS. Seller will, at its expense perform all acts and execute all documents requested by AEC at any time to evidence, perfect, maintain and enforce AEC’s security interest and other rights in the Collateral and the priority thereof. Seller authorizes Purchaser to file any UCC financing statements, including continuations thereof, and other actions to perfect, protect, continue or terminate the Purchaser’s security interest in the Collateral, in each case whether or not suit is brought, including but not limited to the defense of any Avoidance Claims (as defined in Section 5(ff)) or the defense of Purchaser’s lien priority.

13. HOLD IN TRUST. Seller will hold in trust and safekeeping, as the property of AEC and immediately turn over to AEC, the identical check or other form of payment received by Seller if payment on the Accounts comes into Seller’s possession. Should Seller come into possession of a check comprising payments owing to both Seller and AEC, Seller shall turnover said check to AEC. In the event a payment belonging to AEC is improperly deposited into Seller’s bank account, AEC reserves the right to impose liquidated damages upon Seller of up to 20% of the amount of any payment so improperly deposited except that no such damages will be imposed in the event that such check or payment was mistakenly received by Seller and such payment is deposited into AEC’s account within 3 Business Days of its receipt.

14. ACH AUTHORIZATION. In order to satisfy any of Seller’s obligations hereunder, Seller authorizes Purchaser to initiate electronic debit or credit entries through the ACH system to any deposit account maintained by Seller, and Seller grants Purchaser electronic access to such accounts. Upon Purchaser’s request, Seller shall promptly execute and deliver any agreements and other documents that are required by a bank or are otherwise necessary in connection herewith (each an, “ACH Agreement”). Seller hereby further grants Purchaser access to all bank statements and other information relating to Seller’s deposit accounts.

15. BOOK ENTRY. Seller will immediately, upon the sale of the Accounts, make the proper entry on its books and records disclosing the absolute sale of the Accounts to AEC.

16. EVENTS OF DEFAULT. The following events will constitute an Event of Default hereunder:

(a)

Seller defaults in the payment of any obligations, or in the performance of any provision hereof, or of any of the other Transaction Documents now or hereafter entered into with Purchaser, or any warranty or representation contained herein proves to be false in any way, howsoever minor.

(b)

Seller breaches any representation, warranty or covenant hereof, including, without limitation, the covenant set forth in Section 5(ee) hereof pursuant to which Seller is obligated to promptly remit all Misdirected Payments and Post-Default Payments to Purchaser, and such failure remains uncured for five (5) days following Purchaser giving notice to Seller.

(c)

Seller or any Guarantor of the obligations becomes Insolvent, is unable to meet its debts as they mature, or files, or has filed against it, a petition for relief under the Bankruptcy Code, or any similar law granting relief from creditors, or Seller executes an assignment for benefit of its creditors, or a receiver, liquidator, conservator or similar functionary is appointed for Seller.

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(d)

Any Guarantor fails to perform or observe any of such Guarantor’s obligations to Purchaser or shall notify Purchaser of its intention to rescind, modify, terminate or revoke any Guaranty of the obligations, or any such Guaranty shall cease to be in full force and effect for any reason whatever.

(e)

Seller voluntarily terminates all or a substantial part of its business.

(f)

A final judgment is entered against Seller or any Guarantor in an amount exceeding $50,000.00 and Seller or Guarantor, as the case may be, fails to stay execution within ten (10) Days of entry of the judgment.

(g)

Seller defaults on its payment obligations under any agreement with a third party.

(h)

Seller applies for dissolution or becomes dissolved.

(i)

A writ of garnishment or other writ or order is issued or entered with respect to Seller’s business assets.

(j)

Subject to the provisions contained herein, Purchaser for any reason, in good faith, deems itself insecure with respect to the prospect of repayment or performance of a material portion of the Obligations. For purposes of this sub-paragraph, materiality shall be defined as $200,000.00.

(k)

The termination of any Clearinghouse Agreement, if applicable, and/or any Carrier Agreement, Reciprocal Carrier Services Interconnect Agreement or Billing and Collection Agreement for any reason whatsoever absent the consummation of a substitute Clearinghouse Agreement, Carrier Agreement and/or Billing and Collections Agreement, as the case may be, and without the Seller’s prior written consent, and/or any invoice due and owing by the Seller relating to any Carrier Agreement, Clearinghouse Agreement or Billing and Collection Agreement has become more than THIRTY (30) days past due.

(l)

The Seller shall be in material violation or default of any regulation, requirement, citation, statute, mandate, notice or decree of a governmental authority and fail to remedy such violation within any available grace period, if any.

Purchaser shall provide Seller with email notice to notices@thelimecom.com, with respect to defaults under sub-paragraph’s a, b, d and j hereof.

17. EFFECT OF DEFAULT. Upon the occurrence and continuance of any Event of Default beyond any applicable cure period, in addition to any rights Purchaser has under this Agreement and applicable law, in equity and under the UCC, Purchaser may immediately terminate this Agreement, at which time all obligations shall immediately become due and payable without notice and upon which the Early Termination Fee shall apply.

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18. POWER OF ATTORNEY. In order to implement this Agreement, Seller irrevocably appoints AEC its special attorney in fact or agent with power to:

(a) Strike out Seller’s address on any correspondence to any Account Debtor and put on AEC’s address;

(b) Receive and open all mail addressed to Seller via AEC’s address;

(c ) Endorse the name of Seller or Seller’s trade name on any checks or other evidences of payment that may come into the possession of AEC in connection with the Accounts;

(d) In Seller’s name, or otherwise, demand, sue for, collect any and all monies due in connection with the Accounts; and

(e) Compromise, prosecute or defend any action, claim or proceeding relative to the Accounts including actions with respect to filing mechanics liens or acting upon filed mechanics liens;

The authority granted to AEC shall remain in full force and effect until the Accounts are paid in full and all obligations, monetary or otherwise, of Seller to AEC are discharged.

19. INDEMNIFICATION . Seller agrees to indemnify Purchaser against and save Purchaser harmless from any and all manner of suits, claims, liabilities, demands and expenses (including reasonable attorneys’ fees and collection costs) resulting from or arising out of this Agreement, whether directly or indirectly, including the transactions or relationships contemplated hereby (including the enforcement of this Agreement), and any failure by Seller to perform or observe its obligations under this Agreement.

20. ADDITIONAL NOTIFICATION; VERIFICATION OF ACCOUNTS

(a)

Without in any way limiting the terms and provisions of Section 5 hereinabove, AEC may, upon default by Seller and in its sole discretion, notify any Account Debtor to make payment on any of Seller’s open invoices to AEC; and

(b)

AEC, or any of its agents, may at any time verify the Accounts by any means deemed appropriate by AEC.

21. TRUE SALE; INTEREST . Seller and Purchaser intend and agree that the transactions contemplated hereunder shall constitute a true sale, assignment and transfer of the Purchased Accounts to Purchaser, thereby providing Purchaser with the full risks and benefits of ownership. Notwithstanding the foregoing, in the event that the transactions contemplated hereunder are deemed to be a loan pursuant to a final, binding and non-appealable order of a court of competent jurisdiction, the aggregate amount of all amounts deemed to be interest hereunder and charged and collected by Purchaser is not intended to exceed the highest rate permissible under any applicable law, but if it should, such interest shall automatically be reduced to the extent necessary to comply with applicable law and Purchaser shall either apply any such excess interest toward the reduction of the obligations, or refund to Seller any such excess interest received by Purchaser.

20. NO ASSUMPTION. Nothing contained in this Agreement shall be deemed to impose any duty or obligation upon AEC in favor of any Account Debtor and/or any other party in connection with the Accounts.

22. FUTURE ASSIGNMENTS. Subject to Section 23, Seller may from time to time, at Seller’s option, sell, transfer and assign different Accounts to AEC. The future sale of any Accounts shall be subject to and governed by this Agreement and such Accounts shall be identified by separate and subsequent Assignments.

Pg 12 of 20

23. DISCRETION. Nothing contained in this Agreement shall be construed to impose any obligation upon AEC to purchase Accounts from Seller. AEC shall at its sole discretion determine which Accounts it shall purchase. Further, AEC shall have the absolute right at any time to cease accepting any further Assignments from Seller.

24. LEGAL FEES; OTHER FEES; EXPENSES. Seller will pay on demand any and all reasonable collection expenses and reasonable outside legal counsel’s fees that AEC incurs in the event it should become necessary for AEC to enforce its rights under this Agreement. In addition, Seller will pay on demand all costs and expenses incurred by AEC in any way relating to the transactions contemplated by this Agreement, including, without limitation, all reasonable attorneys’ fees, Federal Express costs (or similar expenses), wire transfer costs, certified mail costs, facsimile transmission costs, audit fees, banking fees, filing fees, lien search costs and any and all other costs or expenses incurred by AEC in connection herewith. Further, Seller shall pay fifteen (15%) percent of the amount of any payment (but in no event less than $1,000.00) on account of a Purchased Account (and, after the occurrence of an Event of Default, payments on account of any Account) which has been received by Seller and not delivered in kind to Purchaser on the next Business Day following the date of receipt by Seller, or 30% of the amount of any such payment which has been received by Seller as a result of any action taken by Seller to cause such payment to be made to Seller (“ Misdirected Payment Fee ”). At the closing hereof, Seller shall pay a Structuring Fee of 1.5% of the Maximum Advance. Upon any increase, within the first 12 months hereunder, of the Maximum Advance, Seller shall pay Purchaser a Structuring Fee equal to 1% of such increase. Any and each anniversary, increase or renewal hereof shall give rise to a fee equal to 1% of the Maximum Advance amount then applicable payable on such anniversary, increase or renewal date.

25. BINDING ON FUTURE PARTIES. This Agreement shall inure to the benefit of and is binding upon the heirs, executors, administrators, successors and assigns of the parties hereto, except that Seller may not assign or transfer any or all of its rights and obligations under this Agreement to any party without the prior written consent of AEC.

26. WAIVER; ENTIRE AGREEMENT. No failure or delay on AEC’s part in exercising any right, power or remedy granted to AEC herein, will constitute or operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof or the exercise of any other right set forth herein. This Agreement contains the entire agreement and understanding of the parties hereto and no amendment, modification or waiver of, or consent with respect to, any provision of this Agreement, will in any event be effective unless the same is in writing and signed and delivered by AEC.

27. NEW YORK LAW; VENUE. This Agreement shall be deemed executed in the State of New York and, in all respects shall be governed and construed in accordance with the laws of the State of New York. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereof, shall, if Purchaser so elects, be instituted in any court sitting in New York, in the county of New York or in the United States District Court for the Southern District (the “Acceptable Forums”). Seller agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Seller waives any right to oppose any motion or application made by Purchaser to transfer such proceeding to an Acceptable Forum.

Pg 13 of 20

28. INDEMNITY. Seller shall hold AEC harmless from and against any action or other proceeding brought by any Account Debtor against AEC arising from AEC’s collecting or attempting to collect any of the Accounts.

29. TERM. This Agreement will remain in effect for thirty-six (36) months from the date that this Agreement becomes effective (the “Term”). Thereafter, the Term will be automatically extended for successive periods of one (1) year each unless either party provides the other with a written notice of cancellation of at least one-hundred fifty (150) days prior to the expiration of the initial Term or any renewal Term; provided, however , AEC may cancel this Agreement at any time upon sixty (60) days’ notice to Seller. In the event of a breach by Seller of any term or provision of this Agreement or upon Seller’s insolvency or the insolvency of any guarantor of Seller’s obligations herein, AEC shall have the right to cancel this Agreement without notice to Seller, and all of Seller’s obligations to AEC herein shall be immediately due and payable. In the event of cancellation, the provisions of this Agreement shall remain in full force and effect until all of the Accounts and all of Sellers obligations to AEC have been paid in full.

30. EARLY TERMINATION. In the event that Seller wishes to terminate the Agreement prior to the expiration of the Term, as renewed or otherwise, then in addition to paying AEC all other obligations due under this Agreement, Seller shall also pay AEC an early termination fee equal to the greater of (i) the Monthly Minimum Volume multiplied by the number of calendar months (or part thereof) remaining from the termination date until the end of the then existing Term, or (ii) the average monthly total volume purchased by AEC during the six (6) calendar months (or part thereof if less than six (6) calendar months has elapsed from the effective date of the facility through the termination date) immediately preceding the termination date, multiplied by the number of calendar months (or part thereof) remaining from the termination date until the end of the then existing Term, multiplied by the average number of days outstanding (rounded to the next highest month) multiplied by the greater of the average Factoring Commission over the prior 90 days or the Factoring Commission due hereunder for an invoice paid by its obligor in 30 days.

31. NOTICE. Any and all notices or other communications or deliveries required or permitted to be given or made pursuant to any of the provisions of this Agreement shall be in writing and shall be deemed to have been duly given or made for all purposes when presented personally, or forty-eight (48) hours after deposit with the United States Postal Service, if sent by certified or registered mail, return receipt requested and postage prepaid, or the day after mailing if sent by overnight United States Express Mail or other reputable overnight receipted courier (i.e. federal express), provided proof of delivery is obtained, or by electronic transmission (if sent this way, notice shall be deemed received on the same day a read or delivery receipt is received), in each case, to the following addresses, or to such other addresses as each such party may in writing hereafter indicate:

SELLER

Address:	Limecom, Inc.
	19 S Flagler St
	Miami, Fl
Attn:	Orlando Taddeo
Email:	O.Taddeo@gmail.com
Notice Email:	notices@thelimecom.com

Pg 14 of 20

PURCHASER

Address:	AEC YIELD CAPITAL, LLC
	One Metrotech Center – North, 3 ^rd Floor
	Brooklyn, New York 11201
Attn:	Richard Rudy, Manager
Email:	rrudy@advancedenergycap.com

32. INVALID PROVISIONS. If any provision of this Agreement shall be declared illegal or contrary to law, it is agreed that such provision shall be disregarded and this Agreement shall continue in force as though said provision had not been incorporated herein.

33. NO LIEN TERMINATION WITHOUT RELEASE . In recognition of the Purchaser's right to have its attorneys’ fees and other expenses incurred in connection with this Agreement secured by the security interests granted herein, notwithstanding payment in full of all obligations the Seller may owe the Purchaser, the Purchaser shall not be required to record any terminations or satisfactions of any of the Purchaser's liens created or granted herein unless and until the Seller has executed and delivered to the Purchaser a general release. SELLER UNDERSTANDS THAT THIS PROVISION CONSTITUTES A WAIVER OF ITS RIGHTS UNDER §9-513 OF THE UCC . Upon Seller’s performance of all of its obligations hereunder and the payment in full of any Obligations hereunder, Purchaser shall provide a release to Seller.

34 . AUTHORIZATION FOR RELEASER OF INFORMATION. The Seller hereby authorizes and directs any Person to release to the Purchaser, and any of its employees, representatives, agents, attorneys or accountants (collectively the “ Purchaser Party ”), any and all documents, information and writings in such Person’s possession relating to the Seller, the Purchased Accounts, any records, Transaction Documents, or this Agreement, which said documents, information or writings may include, but are not limited to, any and all records of any sort, reports, statements, notes, correspondence and memoranda relating to the Seller or the negotiation, execution, preparation or delivery of this Agreement, whether or not generated by such Person but in its possession or control. The Seller further authorizes and directs such Person to respond to any oral communication from any Purchaser Party to discuss the documents, information or writings produced. All privileges, excepting the attorney-client privilege, are hereby waived with respect to the production of documents, information and writings and such Person is hereby released in connection with the disclosure of the aforesaid documents, information and writings. Upon the occurrence of an Event of Seller Default which remains uncured past any applicable cure period, Seller hereby appoints the Purchaser as its attorney-in-fact with full power, in the name and stead of the Seller, to take any action and execute any instruments or documents the Seller may be requested or required to execute or provide with respect to the release, discussion or disclosure of the documents, information and writing being requested, which appointment as attorney-in-fact is irrevocable and coupled with an interest.

35. EFFECTIVENESS. This Agreement shall become effective when it is accepted and executed by an authorized officer of AEC.

Pg 15 of 20

36. COUNTERPARTS. This Agreement may be signed in any number of counterparts, each of which shall be an original, with the same effect as if all signatures were upon the same instrument. Delivery of an executed counterpart of the signature page to this Agreement by facsimile or email transmission shall be effective as delivery of a manually executed counterpart of this Agreement.

{Signature page follows}

Pg 16 of 20

37 . JURY WAIVER . THE PARTIES HERETO HEREBY MUTUALLY WAIVE TRIAL BY JURY IN THE EVENT OF ANY LITIGATION WITH RESPECT TO ANY MA TIER CONNECTED WITH THIS AGREEMENT.

Accepted:

	Limecom, Inc.	AEC YIELD CAPITAL, LLC

	/s/ Orlando Taddeo	By:	/s/ Richard Rudy
	Name: Orlando Taddeo	Name:	Richard Rudy
	Title: CEO	Title:	Manager

	This 24th day of October 2018	This 30 day of October 2018

Pg 17 of 20

CERTIFICATES OF ACKNOWLEDGMENT

STATE of	)

		: SS.:
COUNTY of	)

On this 25th day of October in the year 2018 before me, the undersigned, a notary public in and for the said state, personally appeared Orlando Taddeo personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me, he/she/they executed the same in his/her capacity as CEO of Limecom, Inc., and that by his/her signature on the instrument, the individual, or the person upon behalf of which the individual acted, executed the instrument.

		Anna Lisa Trulli
Notary Public (Signature)		Notary- Print Name

State:	Italy
Commission Expires:_________________

Pg 18 of 20

Schedule 5 (b)

LIST OF GOVERNMENTAL AUTHORITY LICENSE NUMBERS

Limecom, Inc. IRS Employer identification number: 36-4751532

Limecom, Inc. FCC Filer 499 ID: 830543

Limecom Inc. FCC Registration Number (FRN): 0023867682

Pg 19 of 20

EXHIBIT A

GENERAL RELEASE

FOR GOOD AND VALUABLE CONSIDERATION, the receipt and adequacy of which are hereby acknowledged, the undersigned and each of them (collectively, “Releasor”) hereby forever releases, discharges and acquits AEC Yield Capital, LLC and Advanced Energy Capital LLC, and their respective parent, directors, shareholders, agents, consultants and employees (collectively, “Releasee”), of and from any and all claims of every type, kind, nature, description or character (collectively, “Claims”), and irrespective of how, why, or by reason of what facts, whether heretofore existing, now existing or hereafter arising, or which could, might, or may be claimed to exist, of whatever kind or name, whether known or unknown, suspected or unsuspected, liquidated or unliquidated, each as though fully set forth herein at length, to the extent that they arise out of or are in way connected to or are related to that certain PURCHASE AND SALE AGREEMENT dated as of October 24 , 2018.

Releasor agrees that the matters released herein are not limited to matters which are known or disclosed, and the Releasor waives any and all rights and benefits which it now has, or in the future may have.

Releasor acknowledges that factual matters now unknown to it may have given or may hereafter give rise to Claims which are presently unknown, unanticipated and unsuspected, and it acknowledges that this Release has been negotiated and agreed upon in light of that realization and that it nevertheless hereby intends to release, discharge and acquit the Releasee from any such unknown Claims.

Acceptance of this Release shall not be deemed or construed as an admission of liability by any party released.

Releasor acknowledges that either (a) it has had advice of counsel of its own choosing in negotiations for and the preparation of this Release, or (b) it has knowingly determined that such advice is not needed.

DATED: October 24, 2018
Individual Releasor:	/s/ Orlando Taddeo
	Orlando Taddeo , individually

Individual Releasor:
	/s/ Daniel Contreras
	Daniel Contreras , individually

Entity Releasor:	1 ^st Light Energy, Inc.

	By:	/s/ Orlando Taddeo
	Name: Orlando Taddeo
	Title: CEO

The u n dersigned requests the issuance of an endors e ment to be made part of Policy No.issued by Euler Hermes North

Ameri<:a Insurance Company to : S ll 0 Z..5"o .f £e.\o.=f't.J C ( U,..ifi

red :	limecom Inc	C i ty, State:	Miami , Fl
E eficiary:	AEC Yield CapitaiLLC	City , State:	Brooklyn, NY

In acc o rdance with your request , the Policy Benef i ciary (Beneficiary) wi ll have the following rights under this Policy, subject to the t erms and conditions in th is Endorsement.

The Beneficiary may file a Claim and Collectionform per the term s and condition s of this Policy. You and/or the Benef i ciary will give us , at our requ est, any additional supporting documents or informa t ion regarding the claim .

If a Claim Payment is due under this Policy , we s hall make the Claim Payment to the Beneficiary unless the Beneficiary pr ov ides us with a written release of its r i ght to recei ve the Claim Payment.

In order for us to make a Claim Payment to the Beneficiary , both you and the Beneficiary must assign to u s, or cause to b e ass igned to us,any and all rights you or the Ben ef iciary may have a s to the Buyer .

4 .

Any Claim Payment made to the Benefici ary s hall release and r e lie ve us from any liability to you for the in s ured r ecei v ab le s that are the s ubj ec t of the Claim Payment.

B o th you and the Benef ici ary warrant that thi s Endor semen t , by which you instruct u s to make all Claim Payments to th < Ben efi ciary,i s in accordance wi th y our re spective f inancia l and commercial int erests and does not conflict with any applicable law s or regulations. In r espec t of this Endor se m e nt , the co ntractual relationship existing between you and th 1 2 Beneficiary i s the following : invoice financing f inance fac ili ty finance facility secured against trade receivables .

6 .

Th e relationship created by this Endor s ement i s that the B enef i cia r y be co me s an intended third-party beneficiary under the Policy e nt it led to the same ri g ht s, but n one other, tha t you would have under the Policy , subject to th e same te r ms,conditions, and obligations applicable to you . T h e rights of the B ene f iciary are derivative of your right s, and no ind epe nd e nt ri g h ts a r e int e nd e d to b e created o r granted. No additional risk s are intended to be covered that i nvolve the Ben e ficiary .

7 .

This Endor se m e nt s hall not affect a ny of your or our r ig ht s or obligation s under the Policy oth e r than your right to re ce i ve a Claim Payment . Your obligations und er the Polic y s hall continue notwithstanding the appointment of th e B enefi ci ary. All ri gh t s and rem edies that we have against you sha l l a pply to th e B enef ici ary. You confirm that you have pr ov ided the B e nef ic i ary wi t h a copy of th e Policy and thi s Endor sement, which cannot b e modifi e d except a s provid e d for per the terms and conditions of the Policy . All no ti ces in connec tion with the Policy will be a ddre ss ed to you alone .

This Endorsement shall be effective as oftdh4R.hnd all Claim Payments made after this date shall be paid to the Beneficiary,notwithstanding the dates of the receivables that are the subject of the Claim Payment. This Endorsement remains in effect for any subsequent Policy Periods until the Beneficiary provides us a written release of its interest, signed by an authorized signatory.

9 .

Fo r the purposes of this Endor seme n t only, references to Claim Payments are a ls o cons true d to include your share of any Recoveries collected by us or the Collection Service s P rovider.

10.

T his Endo rsement cannot be amended o r cancelled witho u t the ag r eement o f the Benef i c i ary

Thi s r e qu est is not bi n ding upon E uler H ermes Nort h A m erica In su ran ce Company. T he r ights of the Ban k and the Poli cyho ld e r with res pect to the endorsement requeste d h erein wi ll be limi ted to the provisions of an endorseme n t to th e above referenced policy actu ally issue d by Euler H e rme s North A meric a I nsurance Compan y, which endorsemen t , if is sue d , may not necessarily conta i n provisi ons i dent ical t o those requested above.

A company of Alllanz@)

Exhibit 10.3

AEC YIELD CAPITAL LLC

ONE METROTECH CENT ER - NORTH- 3RD FLOOR

BROOKL YN,'NY 11201

October 24, 20 18

The Law Firm of JeffreyS. Dweck P.C.

43 West 33 r d Street - Ste. 304

New York, NY 1000 I

Attention Mr. Dweck:

Re:

Confession of Judgment- Contreras, Tadde o and Limecom, In c. in connection with the Purchase and Sale Agreement between AEC Yield Capital. LLC ("Purchaser") and Limecom, Inc. ("Seller") dated October 24 , 2018 (the "PSA") (the "COJ")

Dear Mr. Dweck:

All capitalized terms refere nced herein, unless otherwise defined, are as defined in the PSA. Seller and Validity Guarantors have provided the above-referenced COJ in connection with the PSA. Purchaser and Seller have agreed that the COJ shall be deposited with you, as escrow agent, subject t o the terms hereof. You are hereby agreeing to act in the capacity of escrow agent and to hold the COJ in escrow for release upon the conditions outlined below. Seller agrees to compensate you at the rate of $500 per a nnum , payable at clos ing of the PSA and at each anniversary of the PSA, for such services .

A. CONDITION PRECEDENT

All of the following conditions must be satisfied prior to releasing the COJ to Purchaser and closing the transaction:

l. Purchaser provides a s i gned written statement confirming that Seller is in default under the PSA and that Seller has been notified of such default.

2. Purchaser provides a signed written state m ent . that at least 4 d ays have elapsed since Purchaser's notification to Seller of default under the PSAand the default has not been cured.

H FN Y 2 : 1181 35 8 3 v . l # 1 06 5 6-()0 11 0210 7 1200 5

B. RELEASE OF THE ESCROWED COJ

1 . Upon the satisfaction of the Conditions Precedent set forth in Section A, you are instructed to close this transaction and to release the COJ to Purchaser immediately.

C. DELIVERY OF DOCUMENTS AND OTHER MATIERS

l. You are i nstructed to give email confirmation of the closing of this transaction and the release of any COJ to the undersigned at the corresponding email addresses, immediately upon the occurrence thereof.

2. You are entitled to rely upon the authenticity of the documents provided by Purchaser and upon the assertions made therein without further investigation.

D. COSTS

1. All costs and expenses for the escrow shall be borne by Seller.

[SIGNATURE PAGE FOLLOWS]

Kindly acknowledge your receipt of these instructions, and your agreement to strictly comply with the same , by signing below . Notwithstanding your failure to sign, and/or deliver a signed copy of, this letter, your act of releasing any of the COJ shall constitute your unconditional agreement to strictly comp l y with these instructions.

	Very truly yours ,



	rrudy@advancedenergycap.com

THE UNDERSIGNED ACKNOWLEDGES RECEIPT OF THESE INSTRUCTIONS AND AGREES TO PROCEED IN STRICT ACCORDANCE THEREWITH.

Dated : October 3o, 2018

The Law Firm of JeffreyS . Dweck P.C .

By:
	Jeffrey Dweck

THE UNDERSIGNED ACKNOWLEDGES AND AGREES

TO THE TERMS HEREOF:

Dated October 24, 2018

By:

Limecom, Inc. Orlando Taddeo, CEO Notices@thelimecom.com

This GUARANTY (this “ Guaranty ”) is made on October 24, 2018 by each of the undersigned (each, a “ Guarantor ”) in favor of AEC YIELD CAPITAL, LLC, a limited liability company organized under the laws of New York (the “ Purchaser ”), and Purchaser’s successors and assigns, in connection with that certain Purchase and Sale Agreement, dated as of even date herewith, between Limecom, Inc., a Florida corporation (the “ Seller ”) and Purchaser (together with all schedules and amendments thereto, the “ Agreement ”). Capitalized terms used but not defined herein have the meaning given to such terms in the Agreement. In this Guaranty, the words, “I”, “me” and “my” mean the Guarantor (or, if there is more than one signatory to this Guaranty as Guarantor, each such Guarantor, jointly and severally). The words “you” and “your” mean Purchaser.

GUARANTY: By signing this Guaranty, I unconditionally and irrevocably guarantee to you every representation and warranty (collectively, the “Representations and Warranties”) given to you by the Seller under the Agreement and the other documents ancillary thereto (such other agreements, together with the Agreement are cumulatively referred to as the “ Transaction Documents ”). I further guarantee that said Representations and Warranties were accurate, true and complete when given and at all times subsequent thereto, and that said Representations and Warranties are accurate, true and complete on the date hereof. I further agree that this Guaranty is a continuing guaranty and that all Representations and Warranties to which it applies or may apply are conclusively presumed to have been created in reliance hereon. I further guaranty any actual loss, damage, cost, expense, liability, claim or other obligation incurred by you (including attorneys’ fees and legal expenses reasonably incurred) arising out of or in connection with the following:

(i) failure or alleged failure of Seller or Guarantor to comply with the with any applicable laws with respect to any of the Collateral;

(ii) misapplication (whether negligent or intentional), misappropriation, conversion or theft of any part of the Collateral, including, without limitation, any collections by Seller or Guarantor, or by any officer, employee, agent or representative of any of the foregoing;

(iii) failure to discharge any liens, encumbrances or security interests on the Collateral, other than permitted liens;

(iv) fraud or material misrepresentation by any officer, employee, agent or representative of Seller in connection with the transactions contemplated by the Transaction Documents or the Collateral;

(v) sale of Collateral in violation of the Transaction Documents;

Validity Guaranty – Page 1

I further agree that this Guaranty constitutes a guaranty of performance of said Representations and Warranties, and you and I acknowledge and agree that this is not a guaranty of the Seller’s payment obligations to you.

EVENTS NOT AFFECTING THIS GUARANTY: My obligations under this Guaranty are irrevocable, absolute, primary, unconditional and continuing. As a clarification, and in no way as a limitation of my obligations hereunder, I hereby agree not to assert, and hereby waive, to the fullest extent permitted by applicable law, for the benefit of the Purchaser or any transferee of this Guaranty, all rights (whether by setoff, deduction, diminution, abatement, recoupment, suspension, deferment, counterclaim and/or otherwise) and defenses (including, without limitation, the defense of fraud in inducement or fact or any other circumstances that would have the effect of discharging a surety or guarantor in law or in equity), whether acquired by subrogation, assignment or otherwise, to avoid its obligations under this Guaranty. Without limitation of the foregoing, I hereby waive any and all defenses to my obligations under this Guaranty, including without limitation, (a) the genuineness, legality, validity or the enforceability of any of the Transaction Documents, (b) the enforceability of this Guaranty against me, (c) the breach by either party to any of the Transaction Documents or any other person of any warranty thereunder (whether express or implied), (d) the failure of the parties to the Transaction Documents or any other person or entity to perform any covenant or obligation (whether express or implied) in favor of the Guarantor (or otherwise), (e) the failure of any assignment properly completed and executed pursuant to the terms hereof, (f) any taking, exchange, release, amendment, non-perfection, realization or application of or on any Lien or any Collateral, (g) the commencement of any Insolvency Proceeding (as defined below) and (h) any other circumstance, occurrence, happening or event whatsoever, whether similar or dissimilar to any of the foregoing, whether foreseen or unforeseen (including, without limitation, any statute of limitations), or any omission, that might otherwise constitute a legal or equitable discharge or defense of a surety or guarantor. For the purposes of this clause, “ Insolvency Proceeding ” means any bankruptcy, insolvency or rehabilitation of myself, the Seller, or you, or the commencement, after the date hereof, of any bankruptcy, insolvency, rehabilitation, readjustment of debt, reorganization, marshalling of assets and liabilities or similar proceedings by or against the me, the Seller, or you, the commencement, after the date hereof, of any proceedings by or against me, the Seller, or you for the winding up or liquidation of its affairs, or the consent, after the date hereof, to the appointment of a trustee, conservator, receiver or liquidator in any bankruptcy, insolvency, rehabilitation, readjustment of debt, reorganization, marshalling of assets and liabilities or similar proceedings by or against me, the Seller, or you.

Validity Guaranty – Page 2

REPRESENTATIONS AND WARRANTIES: I represent, warrant and agree with you as follows: (a) I am acting for my own account and am capable of assessing the merits of, and understand, accept and assume, the terms, conditions and risks of this Guaranty;

(b) no other party to any Transaction Document is acting as a fiduciary or an advisor to me in respect of this Guaranty; (c) this Guaranty has been duly executed and delivered by me and constitutes my legal, valid and binding obligation and is enforceable against me in accordance with its terms; (d) this Guaranty does not and will not contravene any other contract or agreement to which I am or will become a party or I am or will otherwise be bound, and (e) I will not take any action with the intent of hindering your ability to enforce my obligations under this Guaranty or to collect from me any amounts owing by me to you under this Guaranty, including, without limitation, secreting or transferring any of my assets for such purpose. All of my representations, warranties and agreements contained in this Guaranty will survive the execution and delivery hereof.

VALIDITY: If any part of this Guaranty is determined by a court to be invalid, the rest will remain in effect.

BENEFIT AND RELIANCE: I confirm that the benefit which I will receive from entering into this Guaranty will be equal to or exceed my liability in entering into this Guaranty. I understand that you may rely on this Guaranty in your decision to enter into the Transaction Documents with the Seller.

NO DEMAND OR MARSHALING: I hereby waive and agree not to assert any and all rights to require you to make demand on or to proceed against any person, party or security prior to your demanding performance under this Guaranty.

RESPONSIBILITY; TERM: I understand that I am responsible for the full performance of the Representations and Warranties, even if there are other guarantors. I acknowledge that this Guaranty will remain in effect until the latest of (i) the termination of the Agreement, and (ii) the indefeasible payment in full of all of the Seller’s payment Obligations under the Transaction Documents. For purposes hereof, “ Obligations ” means all the Seller’s payment Obligations under the Transaction Documents (including payment obligations accruing after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, relating to the Seller, whether or not a claim for post-filing or post-petition interest is allowed in such proceeding) and all other obligations and liabilities of the Seller to Purchaser, whether direct or indirect, absolute or contingent, due or to become due, or now existing or hereafter incurred, which may arise under, out of, or in connection with, the Agreement, any other Transaction Document, or any other document made, delivered or given in connection therewith, whether on account of repurchase obligations, interest, reimbursement obligations, fees, indemnities, costs, expenses (including all reasonable and documented fees, charges and disbursements of counsel to Purchaser that are required to be paid by the Seller pursuant to the Agreement or any Transaction Document) or otherwise.

Validity Guaranty – Page 3

I further assume the responsibility to remain informed of the financial condition of the Seller and any circumstances affecting the ability of the Seller to fulfill any of its

Obligations. My obligations under this Guaranty are independent of the Obligations of the Seller and a separate action or actions may be brought and prosecuted against me regardless of whether an action is brought against the Seller or whether the Seller is joined in any such action or actions; and I waive the benefit of any statute of limitations affecting my liability hereunder or the enforcement of this Guaranty.

SET OFF: You can, after at least three (3) business days’ advance written notice to me, apply any of my money or other assets that are held by you, or any of your affiliates, to pay any amounts that become due and payable under this Guaranty as a result of my guaranty of the Representations and Warranties.

COLLECTION COSTS: If you sue me to collect this Guaranty, I will pay all court costs, reasonable attorney’s fees and collection costs allowed by law.

AMENDMENT: This Guaranty may be amended only by a written instrument signed by both me and you.

NOTICES: All notices, requests and other communications pursuant to this Guaranty must be in writing, and shall be delivered deemed given upon the first to occur of (i) personal delivery by hand, (ii) delivery via air courier, (iii) delivery by deposit thereof in a receptacle under the control of the United States Postal Service, (iv) transmittal by electronic means to a receiver under the control of such party, or (v) actual receipt by such party or an employee or agent of such party. All notices to Purchaser shall be deemed given upon actual receipt by a responsible officer of Purchaser.

VALIDITY: Each paragraph of this Guaranty will be and remain separate from, independent of, and severable from all and any other paragraphs herein except where otherwise indicated by the context of this Guaranty.

ASSIGNMENT: You may assign all or any part of your rights under this Guaranty without my consent. Any assignee of such rights will be entitled to the full benefit of this Guaranty to the same extent as if it were an original party in respect of the rights assigned or transferred to it. I may not assign my obligations under this Guaranty.

GOVERNING LAW : I ACKNOWLEDGE THAT THIS AGREEMENT HAS BEEN NEGOTIATED, DELIVERED AND ACCEPTED IN, AND SHALL BE DEEMED TO HAVE BEEN MADE IN, NEW YORK, NEW YORK. THIS GUARANTY, AND YOUR RIGHTS AND MY OBLIGATIONS UNDER THIS AGREEMENT, WILL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAW OF NEW YORK WITHOUT REFERENCE TO CONFLICTS OF LAW PRINCIPLES.

Validity Guaranty – Page 4

JURISDICTION AND VENUE : I AGREE TO SUBMIT TO THE JURISDICTION OF ANY COURT STATE COURT SITTING IN NEW YORK, IN THE COUNTY OF KINGS AND TO THE JURISDICTION OF THE UNITED STATES DISTRICT COURT FOR THE EASTERN DISTRICT IN CONNECTION WITH ANY ACTION ARISING UNDER THIS GUARANTY. I ALSO AGREES THAT YOU MAY EFFECT SERVICE OF PROCESS UPON ME BY REGULAR MAIL AT THE ADDRESS SET FORTH BELOW.

WAIVER OF JURY TRIAL . I HEREBY WAIVE, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ALL RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OR RELATING TO THIS GUARANTY.

JOINT AND SEVERAL OBLIGATION . If there is more than one signatory to this Guaranty as Guarantor, the obligations and duties of each such signatory hereto will be joint and several.

[balance of page intentionally left blank]

Validity Guaranty – Page 5

IN WITNESS WHEREOF, the Guarantor has executed this Guaranty as of the date set forth above.

Address: 12251 SW 118 Terrace

Email Address: dcontreras@thelimecom.com

Telephone: 305 206 2993

DL#: C536-176-58-252-0(Florida)

Address: PH Rivage, Avenida Balboa

Email Address: o.taddeo@gmail.com

Telephone: 305-299 3135

DL#: YB0599014 (Italy)

{Purchaser Signature Page Follows}

Validity Guaranty – Page 6

Acknowledged and accepted in New York as of the date first set forth above:

AEC YIELD CAPITAL, LLC

By: /s/ Richard Rudy
Name:	Richard Rudy
Title:	Manager

Address:	One Metrotech Center - North,
	Third Floor
	Brooklyn, NY 11201

Telephone	(347) 799-1685

Email:	rrudy@advancedenergycap,com
Facsimile:

Exhibit 10.5

May 7, 2018

ArikMaimon

CEO

Next Group Holdings , Inc.

1 11 l Brickell Ave., Suite 22000

Miami, FL, 33 1 3 1

Re: Debt Financing

Dear Mr. Maimon:

This letter agreement (“Agreement”) confirms the terms upon Next Group Holdings , Inc. together w i th all subsidiaries , affi l iates, successors and other controlled units, either ex i sting or formed subsequent to the execution of this engagement (defined for the purposes of this Agreement as “Client”), engages ThinkEquity, a division of Fo r dham Financial Mgmt. Inc . , ( “ ThinkEquity”) to provide advisory services on a best efforts basis.

1. In the event that Client completes a debt frnancing ThinkEquity-Identified Party during the term of this Agreement ( “ Debt Financing) , ThinkEquity will be entitled to receive a fee of three and one half percent (3 . 5%) of the total credit facility(s) (the “Cash Fees”). All such Cash Fees due to ThinkEquity will be payable out of proceeds at closing. The Client authorizes such lender(s) to pay the Cash Fee from the proceeds at the Closing. If the l ender(s) requires the Client to provide additional authorization or confirmation of such Client approval to lender(s) in order to facilitate t he payment of the Cash Fee from the proceeds at the Closing , the Client hereby affirms that it will provide any and all such additional required authorizations.

2. In addition , upon the closing of a Debt Financing, Client will issue ThinkEquity , or its assigns, a warrant, valid for five years post-closing, entitling its holder to purchase such number of shares equal to a total of three and one half percent (3.5%) of the total facility size from the Debt Financing (the “ThinkEquity Warrants”). The warrant shall have the same terms and conditions as the warrant issued to the lender in the Debt Financing. In the event where no warrants are issued to the lender in the Debt Financing, the warrant shall have an exercise price equal to the flve day vo l ume weighted average price of Client’s common shares on the date of closing, or if Client is not publicly traded, equal to the per share price paid by investors in the Client ’ s most recent equity investment round prior to the execution of this Agreement. The shares underlying the warrants shall entitle their holder to one - time “piggyback ” registration rights (unless Rule 144 i s then availab l e for such proposed piggyback sale). The warrant may be exchanged without the payment of any add i tional consideration for C l ient ’ s stock based upon the values of the warrant and the stock at the time of the exchange (i.e., net issuance).

3. In the event that Client completes a transact i on or related series or combination of transactions involving a merger , share capital exchange, asset acquisition, share purchase, or similar business combination (any or all of the foregoing, a “Business Combination ” ) between the Client and a ThinkEquity - Identifled Party (as defined be l ow) during the term of this Agreement, the Client shall pay to ThinkEquity at the closing of the Business Combination a fee equa l to three and one half percent (3 . 5%) of the aggregate consideration, including non-cash considerat i on (including but not l im i ted to debt or equity securities), paid and payable to (in the case of an acquisit i on), or (in the case of a sale or merger) received and receivable from, the ThinkEquity-Identified Party in the Business Combination.

4. Client shall pay a one-time , non - refundable engagement fee of $10,000 upon signing thi s Agreement - WAIVED

ThinkEq u ity	1 7 Sta t e Street , 2 2” d F l oor
A d i v i s i on of Fordham Financ i a l Managemen t , Inc.	New Yo r k , NY 10004
Member FTNRA - SIPC	Tel : 646 - 968 - 9355

5. In the event that ThinkEquity is entitled to an initia l fee pursuant to a Debt Financi ng , any subse quen t financ i ng with an initial investor(s) and/or initial lender( s) (i.e., where the Section 1 and/or 2 fee was payable upon the or iginal Debt Financing transaction) that is consummated within 18 months from the date of termination of this Agreement whereby a s ubsequ e nt Joan is executed or an existing loan is increased shall result in a cash fee pursuant to the fee schedule above on the new or increased capitaVfacility provided, pa yab le to ThinkEquity at closing. Such fees will be due ThinkEquity regardless of whether this Agreement is active or has been terminated.

6. In addition to any fees payable to ThinkEquity hereunder, the C lient hereby agrees to reimburse ThinkEquity for all reasonable travel and other out-of-pocket expenses incurred in connection with ThinkEquity’s engagement, including the reasonable fees and expenses ofThinkEquity ’ s counsel and due diligence analysis, however any expe n ses ove r the amount of$5,000 mu st be preapproved in writing by the Client. Such reimbursement shall be paid at the earlier of the C l os ing from the gross proceeds of the Debt Financing or Business Combination , upon ThinkEquity s ubmitting an invoice to C l ient, or upon termination of this Agreement (provided , h owever, that such expense cap in no way limits or impairs the indemnification and contribution provi sio n s of this Agreement).

7. The term of this Agreement s hall be for one year (“Term”). However, T hinkEquity ’s engagement hereunder ma y be terminated by either Client or ThinkEquity at any time, with or without cause, upon written advice to that effect to the other party with a 60 day notice period. In addition, ThinkEquity shall be entit l ed to any and all fees related to any financing or Business Comb ination as described herein in the event that at any t ime prior to the expiration of24 months after termination , a fmancing or Business Com bination with a ThinkEquity-Identified Party is consummated. Fo r the purposes of this Agreement , ThinkEquity - ldentified Party is defined as any party (i) which ThinkEquity ha s identified o n be h a l f of Cl i ent, or (ii) in re spect of which ThinkEquity has rendered advice to the Cl i ent, o r (iii) with which ThinkEquity ha s he l d discussions or furnished information regarding the C lient or (iv) li sted on Schedule A. ThinkEquity may supply to Client a li st (“Schedule A”) s ub seque nt to this Agreement ha ving been exec ut ed that will include a list of investors and/or lender s that will be cons i dered ThinkEquity Parties for the purposes of this Agreement. Investors and/or lenders that are not included on Schedule A can st ill be considered ThinkEquity Parties i f they meet any of the other conditions li sted above. Schedule A may be upd ated by ThinkEquity from time to time during the term of this Agreement via email o r facsimile.

If the terms of our engagement as set forth in this Agreement (including the attached Standard Terms and Conditions) are agreed to, kindly s ign the enclosed copy of thi s letter and return it to the undersigned. This engagement letter may be executed in counterparts (inc lu ding facsimile or .pdf counterparts), each of which s hall be deemed an original but of which together sha ll constitute one and the same instrument.

By:	/s/ Arik Maimon	By:	/s/ Jeffrey Singer

Arik Maimon		Jeffrey Singer
CEO		Head of Debt Capital Markets
		ThinkEquity, a division of Fordham Financial Mgmt.lnc.

STANDARD TERMS AND C ONDITIO NS

The followin g ge n e r a l terms and c ondition s s h a ll be incorporat e d by r e ference into the engage m e nt lett e r ag r ee m e n t , dated May 7 , 20 1 8 betwee n Nex t Gro up H o l dings, Inc . and ThinkEquity t o w hi ch the se terms are attached ( the Agreement). Ca pitalized term s used b e l ow without definition s hall hav e the meaning s ass igned to them in the E ngagement Letter and an y reference s herein to t h e “Agreement ” sha ll mean the Engageme nt Letter Agreement togeth e r w ith the se Standar d Ter m s and Co nditi o n s. Th ese Stan dard Te rm s and Co ndition s will s urvive t h e termination o f thi s Agreement.

Section I . Indemnification a nd Co ntribu tion.

(a) In co nnecti o n w ith the C lient ’s engagem e nt ofThinkEquity , th e C lien t h ereby agree s to indemn i fy and hold harmless Thin kE quity and i ts af fi li a t es, an d t he respective co n tro lli ng p erso n s, direct ors, officer s, m e m bers, s h are h o lde rs, indepen dent contracto r s, age n ts and em pl oyees of an y of th e foregoin g (co llec tively the “I nd emn ified Per so n s”), from and aga in st an y and all c l a im s, act i o n s, s uit s, proceeding s ( including tho se of s har e holder s), damages, li ab ilitie s and e x p e nses in c urr e d b y any of them ( in c luding th e r easo nable f ees and expen s e s of coun se l) , as incurr ed, (co ll ect i ve l y a “C l ai m ”), th at a r e (A) r elated t o or ari se out of (i ) an y action s taken or omitted to be taken ( includin g any untrue s tat ements mad e o r a n y state m e n ts o mi tted to be mad e) by the C l ie nt , or ( ii ) any acti o n s taken or o mitted to be taken b y a n y Ind e mni fie d Pe r son i n conn ec ti o n w ith th e C lient ’s e n gag ement of TbinkEquity , o r ( B ) o therwi se relate to or ar i se o ut of T hinkEqu ity’s activ iti es o n the C li e nt ’s beh a l f under ThinkEquity ’s e n gag ement , and the Client s hall reimbu rse any Indem nified p erso n for all expe n ses ( including the rea so nable fees and ex p e n s es of co un se l ) as in c urred b y s uch Indemnified P erson in co nn ec ti o n with in vest i ga tin g, pr epar in g or defe ndin g a n y s u c h claim , ac tio n , s ui t o r pro cee d i n g , w h ethe r or not in co nn ec ti o n with pendin g or thre a tened li tigatio n in w hi ch a n y Indemnified Pe r son i s a party . T h e C li ent w ill not, h owever, b e r espo n si ble fo r a n y Claim that is fin a ll y judiciall y determined to ha ve resu l ted from the g ro ss ne g li ge n ce or wi ll ful mi sco nduct of any p e r so n seek in g indemn ifica tion f or s u c h C l a im . T he Cl i ent furthe r agr ees that n o Ind e mnified P e r s on s hall h ave any li a bili ty to th e C lient for or in co nne ct i on w ith th e C li e nt ’s engageme n t ofTh inkEqui ty except for an y C laim incurred b y t h e C lient as a re s ult of s uch Ind emn ifi e d P e r so n ’s g ros s n eg ligence o r wi llful misco ndu ct.

( b) T he C lien t s h a ll furt h e r indemnify a nd hold harml ess the Indemnified Persons for a n y act i o n s t ake n , the re s ul t s of s uch actio n s take n, o r an y o ther ge n eral h a rm that ma y be ca u sed t o the C lien t, l en der (s) , o r ot he r pe r so n or entitie s, b y T hin kEq ui ty enforcin g any or a ll of it s ri g ht s as gran t e d under thi s Agree m e nt , i nclud ing , but n ot limi ted to , T hinkEquit y’s ri g h ts to the Cas h Fee and/or t h e ThinkE qui ty Warra nt s at or s ub seq uent to th e C l os ing , as req u ired h e rein .

(c) T h e C li e nt further agree s that i t wi ll n ot , w i t h out t h e prior w ri tten co n se nt ofT hin kE qui ty, sett l e, co mpromi s e or conse nt to t h e e ntry of any jud g m e n t in any p e n ding or threate n ed C l aim in res p ec t of w hi c h indemnifi c ati o n ma y be so u g h t her e und e r (w h e ther o r n ot any ind e mnifi e d Per so n i s an actual o r potentia l p arty to s uch Cla im ), unl ess s u ch se ttleme nt , co mpromi se o r conse nt i n c lu des an un co ndi tiona l , irr evocab l e rel ease o f eac h Ind e mnified Per so n from any and a ll li ab ility a ri s in g o ut of such C l ai m.

(d) Prom ptl y up o n receipt by a n Indem nifi ed Pe r so n of n o ti ce of a n y co m plaint o r th e asse rtion or in s titution of a n y C laim w i t h respect to whic h i n demn ifi cat i o n is bein g so u g ht he re under, such In dem ni fied Per so n s h a ll not i fy th e C li en t in wr itin g of s uch co mpl aint or of s uch asse rti o n or in st i t u tio n b ut failur e to so n otify t h e C li e nt s h a ll not r e li eve the C li e nt fro m any ob l igation it may have h ere und er , except an d on l y to the ex t e n t s u c h fai lur e r es ult s in the fo r feit ur e b y th e C li e n t of s ub s ta n t i al ri g ht s a nd d efenses . If t h e C lient so e l ects or i s requ es t e d b y s u c h Indemnifi e d Per so n , the C li e n t wi ll ass um e t h e d efe n se of s u c h C l a i m , inclu ding t h e e mpl oy ment of co un se l re aso n ab l y sat i sfac tory t o s u c h Indemnifi e d Per so n an d t h e payme nt oft h e fees and expe n ses of s u c h co un se l. In t h e event , h oweve r , that l ega l cou n se l to s u c h Indemnified P e r so n r easo n ab l y determine s that h aving co mm on co unsel wou l d p r ese n t suc h co u nsel with a con fli ct o f inter es t o r if th e defendant in , or tar ge t of , a n y s uch C laim , includes an Ind emn ifi ed Perso n and the C li e nt , and l ega l cou n se l to s u c h I nd e mn ified P e r so n re aso n ab l y co n c lu des that th e r e may be l ega l d efe n ses ava ilabl e to it o r ot h e r Ind e mnifi ed P e r s on s different fr o m o r in a ddi tion to th ose ava il ab l e to th e C li ent , th e n s u c h Indemnified Pe r s on ma y em pl oy i ts own s eparate co un se l t o r e p rese nt or d e fend him , h e r or i t in any s uch C l a im a nd th e C li e nt s hall p ay the rea so n a bl e fee s and ex p e n ses of s u c h co un sel. No tw i thstanding a n yt hin g h e r e in to th e con tr ary, i f t h e C l ient f ail s tim e l y or di H gent l y to defen d, co nte st, o r ot h e rwi se pr otect against any C l ai m , t h e r e l evant Ind e mnifi e d Party s h a ll hav e the rig ht , but n o t th e obli ga ti on, to de fe n d , co nte st, co mpr omise, sett l e, asse rt cro ss cl ai m s, o r cou nt e rclaim s or ot herwi se pr ote ct a ga in s t the same, and s h a ll be fully ind emn ified b y t h e C li en t therefor , includin g w i t h o ut li mitatio n , for th e r easo n a ble fees and expe n s es of it s counse l and a ll amount s p a id as a r es ult of s u c h C l a im or th e comp rom ise o r se ttl e m ent there of. In a ddi t ion , wi th respect to an y C l ai m in which t h e C l ie nt ass um es t h e d efe n se, th e I ndemnifi e d P e r so n s h a ll h ave th e ri g h t to part i c i pa t e in s uch C l aim and t o r e t ai n hi s, h er o r it s own cou n se l therefor at hi s, h er o r it s own ex p e n se.

(e) Th e C li e nt ag r ees that if a n y in demnity so u g ht by an Indemnifi ed Per s on h ere und er i s h e l d by a court to b e un ava il a bl e for a n y r easo n t h en (w h et h e r o r n ot Thi n kE qui ty is t h e Ind em ni fied Pe r son) , th e C l ient a nd T hi nkE qui ty s h a ll contribute to th e C laim fo r whic h s u c h indemn i ty i s held un ava ilable in s u c h prop ortion as i s ap pr o priat e to r e fl ec t the r e l at i ve b e n efits to the C li ent, on t h e o n e hand , a n d ThinkEquity on the o th er, in con n ec tion wit h T hin kEquity ’s engage m e nt referred to a bov e, s ubje c t to the li mitation that in no eve nt s hall t h e a m o un t ofThinkEquity ’s co ntributi on to s u c h C laim exceed the amount of fee s ac tuall y received b y Thin kEq uity from th e C li e nt pursuant t o T hin kEq ui ty ’s e n gage m e n t. T h e Cl i ent her eby agrees th a t t h e re l ative ben e fits t o th e C l ient , o n the one h a nd , and ThinkEq ui ty o n the ot h e r , w ith re spec t to T hinkEqu ity ’ s engagement s hall be deemed t o be in the sa me pro port i o n as (a) th e tota l va lu e p ai d or pr oposed to b e paid o r r eceiv ed b y th e C li en t or its stoc kholder s as the case ma y be , pursuant t o the Debt F inancin g (w h e th er or not consummated) for w hi c h ThinkEq ui ty i s e n gaged to rend er serv i ces bears t o (b) th e fee paid or propo sed t o be paid to T hinkE q ui ty in co nn ectio n w i t h s u c h e n gage m e n t.

(f) The C li e nt ’s in dem ni ty, re imbur seme nt and co ntributi on obligations und er his Agreeme n t (a) sha ll be in addit i o n to , and s h a ll in n o way limit o r o therwi se adversely af f ect any rig ht s t h at an y Ind emn ified Party ma y h ave at l aw o r at eq uity and ( b ) s hall be effective w h et h er or not th e C li e nt is at fa ul t in any way .

Section 2. Financial Advisory Role, Information, Reliance, Confident iality , etc.

(a) C li ent acknowledges that ThinkEquity has been retained only by the Client, i s not undertaking to provide any legal, accounting or tax advice i n connection with it s engagement under the Agreement and that ThinkEquity ’ s role in any due diligence will be limited so lel y to assisting C lien t in coordinating the work of C lient ’s other professional advisers, that ThinkEquity is providing services hereunder as an independent contractor (and not in any fiduciary or agency capacity) and that the Client’s engagement ofThinkEquity is not deemed to be on behalf of, and i s not intended to confe r rights upon, any shareholder, owner or partner of the Client or any other person n ot a party heret o as against ThinkEquity or any of its affiliates, or any of its or their respective officers, directors, controlling persons (within the meaning of Sect i on 15 of the Sec uriti es Act or Section 20 of the Secur itie s Exchange Act of 1934, as amended (the “Exchange Act”)), employees or age nt s. Un le ss otherwise expressly agreed in writing by ThinkEquity, no one other than the C lient is au th orized to rely upon thls Agreeme nt or any other statements or conduct ofThinkEquity, and no one other than the C lient is intended to be a beneficiary of this Agreement. The C li ent acknowledges that any recommendation or advice, written or ora l , g i ve n by ThinkEquity to the Client in connection with ThinkEquity’s engagement is intended solely for the benefit and u se of th e Cl ient’ s management and directors in considering a possible Debt Financing and/or Business Combination, and any such recommendation or advice i s not on behalf of, and shal l not confer any rights or remedies upon, any other person or be used or relied upon for any other purpose. ThinkEquity s hall not have the authority to make any commitment binding on the company. The Client, in its so le discretion, sha ll have the right to reject any lender introduced to it by ThinkEquity. The Client agrees that it will perform and comp l y with the covenants and other obligations set forth in th e related transaction documents between the Client and the l enders in the Debt Financing, and that ThinkEquity will be entitled to rely on the representation, warran ti es, agreements and covena n ts of t h e C lien t contained in such related transaction documents as if such representations, warranties, agreements and covenants were made directly to ThinkEquity by the Client.

(b) Client will furnish ThinkEquity such written information as ThinkEquity reasonably requests in con ne ction with the performance of its serv i ces hereunder and shall simultaneously furnish ThinkEquity copies of any written information provided to potential lend e r s introduced to the Client by ThinkEquity. The Client understands, acknowledges and agrees that, in performing its services hereunder, ThinkEquity wi ll use and rely ent ir ely upon such information as well as publicly available information regarding the C li ent and that ThinkEquity does not ass um e responsibility for independent verification of the accuracy or completeness of any information, whether publicly avai lable or otherwise furnished to it, concerning the Clie nt or otherwise re l evant to the contemplated transaction(s), including, without l imitation, any financial inf ormation, forecasts or projections cons idered by ThinkEquity in con ne ction with the provision of i ts serv i ces. In the event of a successful Debt Financing and/or Business Combination, the C l ient sha ll furnish ThinkEquity with a copy of one set of fully executed closing documents.

(c ) In o rder to enable ThinkEquity to bring relevant expertise to bear on its engagement under the Agreement among its g l obal affiliates, Client agrees that ThinkEquity may share information obtained from C lient hereunder with its affiliates, and may perform the services contemplated hereby in conjunction with its affiliates; provided , however, t h at the fee, if payable, shall be paid only to ThinkEquity or its associated broker / dealer and that no other affiliate shall have any claim or demand against Client to receive any portion of its fee. Client agrees that , following the closing of an investment, Th inkEqui ty may, on l y with writte n approval from the Client, place an advertisement or announcement in suc h newspapers and periodicals as it may determine describing ThinkEquity’s role.

(d) ThinkEquity’s financial advice is intended so lel y for the benefit and use of the Board of Directors of C li ent in considering a financing , i s not on behalf of, and shall not confe r rights or remedies upon, any shareholder or c redit or of Client or any other person, and may not be used o r relied upon for any other purpose. Client will treat ThinkEquity’s advice as confidential and wi ll not disclose it to any third party in any manner without ThinkEquity’s prior written approva l unless C lient is required to do so by regulatory authorities.

(e) 1n the event C lient requests that ThinkEquity deliver documents or information relating to a Debt Financing and / or Business Combination via electronic transmissions or delivery of such document or information is required by law or regulation to be made via electronic transmissions, C li ent acknowledges and agrees that the privacy and integrity of electronic transmissions cannot be guaranteed. To the extent that any documents or information relating to Th inkEquity ’s engagement under the Agreement or a Debt Financing and/or Business Combination are transm itted electronically , Client agrees to release ThinkEquity from any loss or liability incurred in connection with the electronic transmission of any such documents and information , includi ng the unauthorized interception , a lter ation or fraudulent generation and transmission of electronic transmissions by third parties; provided, however, that C li ent shall not release ThinkEquity from such losses o r liabilities to the extent that they are fina ll y judicially determined to have resulted from ThinkEquity’s gross negligence or wi ll ful misconduct. Think Equity shall take reasonable steps to prevent any unlawful int erception of Client’s information

Section 3. Miscellaneous.

(a) The Agreement may be assigned by ThlnkEquity without the prior wr itt en consent of the Client however the Agreement may not be assigned by Client without the prior written consent ofThinkEquity and both C li ent’s and ThinkEquity’s consent sha ll not be unreasonably withheld .. The Agreement constitutes the entire understanding of the parties with respect to the subject matter thereof , supersedes all prior agreements with respect thereto, unless C li ent has entered into a separate agreement with ThinkEquity for an IPO and/or equity offering , in which case the terms of that agreement(s) sha ll remain in effect per the terms of that agreement(s) and not be modified in any way other than the terms for debt financing and/or business comb ination detailed herein, and may not be amended except in writing signed by both of the parties, has been duly authorized and executed by each of the parties hereto and constitutes the l egal, binding obligation of each suc h party. All notices hereunder shall be in writing and sent by certified mail , hand delivery, overnight delivery or email, if sent to Think Equity, to the address set forth on the frrst page hereof, or email address js@think-equity.com, Attention: Jeffrey Singer . Notices sent by certified mail shall be deemed received five days thereafter. Notices sent by hand delivery o r overnight delivery sha ll be deemed received on the date ofthe relevant written record of receipt. Notices delivered by fax shall be deemed received as of the date and time printed thereon by the fax. The headings in this agreement are for convenience only and are in no way intended to d escribe, interpret , define , or limit the scope, exte n t, o r intent of this agreement or any of i ts provisions. This agreemen t ma y be executed in cou nt erparts, each of which, when taken together , shall co n sti tut e one duly executed o riginal agreement. If any provision of thi s Agreement s hall for any re ason be held invalid o r unenforceable by any court, governmental agency or arbitrator of competent jurisdiction, s uch inva lidity or unenforceabil i ty sha ll not affect any other provision hereof , but this Agreement shal l be co n strue d as if such invalid or un e n forceable provis i on had never been contained herein .

(b) T hinkEquity and the Client agree that neither ThinkEquity nor any of i ts affi liate s or any of its or their re s pective officers, directors , controlling per s ons ( within the meaning of Section 15 of the Securitie s Act or Section 20 of the Exchange Act), employees, independent contractors, registered repre se nt atives or agents shall have any liability to t h e C li ent, its security h o ld ers or creditors, or any per so n asserting c la ims on behalf of or in the right of the C lient (whet h er direct o r indirect, in contract, tort, for an act of negligence or otherwise ) for any l osses, fees, damages, liabilitie s, costs, expenses or eq u itab l e r e lief arising out of or relating to 1 ) t hi s Ag re ement o r the services rendered h e r e unde r, except for lo sses, fees , damages, liabilitie s, costs or expe n ses that arise out of or are based on a ny actio n of or failure to act b y T hinkEqui ty and that are finally judicially determined to h ave re s ulted s olely from the gross negligence or willful misconduct of ThinkEquity; and 2) any actual o r perceived unintentional breach of confidentiality agreements or non-disclosure agreements, if any , between C lient and ThinkEquity.

(c) ln the event of the cons ummation or public announcement of a n y Debt F in ancing and/or Business Comb in at i o n , ThinkEquity s hall have the right to d i s cl ose its participation in such Debt Financing and/or Business Com binati on, including, wit h out limitation , the placement at its cost of “tombstone” advertisements in financial and other newspaper s and journals subject to C li ent’s approval.

( d ) Client hereby author i zes ThinkEquity to share this Agreement with the Lender(s) in the Debt Financing.

(e) The Client shall be responsible for an y and all comp lianc e with the securities laws applicable to it, in c ludin g Regulation D and the Securities Act of 1933 , as amended (t h e “ Securitie s Act”) , and Rule 506 promulgated thereunder , and unles s otherwise agreed in writing , all s tate secu riti es (“ blue sky”) laws. ThinkEquity agrees to cooperate with counsel to the Client in that regard .

Section 4. Di s pute Resolution.

(a) Any dispute ar i sing hereunder , if not sett led by mutual agreemen t , shall, at either party’s option , and , upon written notice by one party to the other , be sett led by final and binding arbitration in New York, NY before one arbitrator. The arbitration sha ll be administered b y JAMS pur s uant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS’ Streamlined A rbitr ation Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction . T hi s c l a u se s hall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.

(b) T he arb itr a t or sha ll h ave author ity to award relief und er l ega l or equitable principles, including interim or preliminary relief , and to allocate responsibility for the costs of the arbitration and to award recovery of attorneys’ fees and expenses in s u c h m anne r as is determined by the arbitrator s.

(c) Judgment upon the award rendered by the arbitrators may be entered in any court having personal and subject matter jur isdicti on. Each party hereb y subm it s to the i n personam and subject matter jurisdiction of the federal and state courts in the County of New York for the purpose of confirming any such award and entering judgment thereon.

(d) Costs of Collection and Attorneys’ Fees. In the event of a breach of thi s Agreeme nt b y the Client for the pa y ment of the Cash Fee and / or provi s ion of the ThinkEquity Warrants when due and owing, pur s uant to the term h ere inabo ve (“Non - Payment B r eac h”) , Thi nk Eq ui ty shall be entitled to r easo n able attorneys’ fees, paralegals ’ fee s and costs and expenses incurred or anticipated by ThinkEqu i ty in co ll ecting or enforcing payment h e r eof (w h et her such fees, costs or expen s e s are in curred in negotiations , all trial and appellate levels , admi ni strat iv e proceedings , bankruptcy proceedings or otherw i se), and together w ith all ot h er s um s due by the Client hereunder , all witho ut any r elief whatsoever from any valuation o r appraisement laws, and payment th ereof may be enforced and recovered in whole or in part at a n y time by one or more of the remedi es provided to Th in kEq uity at law, in equity , or under this Ag reement. In connection with ThinkEquity ’s rights hereunder upon Non- Payment Breach , ThinkEquity need not provide , and the C lient hereby waives , any pre se ntment , demand , protest or other notice of any kind , a nd ThinkEquity may immediately enforce any and all of its ri ghts and remedies hereunder and a ll other remedies avai lable to it in equity or under applicable law .

Exhibit 10.7

Request for Policy Beneficiary (Multiple Beneficiaries)

The undersigned requests the issuance of an endorsement to be made part of Policy No. 5100677 and 8800677 i ssued by Eu l er Hermes North America Insurance Company to:

NEXTG RO U P HOLDI N G S, IN C .	of	MI A MI. FLORIDA .

In s ured		City , State

AEC Yield Capital, LLC	of	Brooklyn, NY

Fac t o r		Cit y , Stat e

VoIP Capital International	of	Ebene, Mauritius

F a c tor		Cit y, State

In accordance with your request, the Policy Beneficiaries (Beneficiaries) will have the following rights under this Policy, subject to the terms and conditions in this Endorsement.

1.	The Beneficiaries may file a Claim and Collection form per the terms and conditions of this Policy. You and/or the Beneficiaries will give us, at our request, any additional supporting documents or information regarding the claim.

2 .	If a Claim Payment is due under this Policy, we shall make the Claim Payment to the Beneficiaries unless the Beneficiaries provide us with a written release of their right to receive the Claim Payment.

3.	If any Claim Payment is due under this Policy, the amount so due shall be paid by us to the Beneficiaries provided that :

Within 10 days of our request for written instructions, we receive a single written instruction signed by all Beneficiaries ; and

b .

That written instruction states the agreed upon respective interest of each Beneficiary.

If within 30 days of our request no such written instruction has been received by us, the Claim Payment will be made to AEC Yield Capital, LLC .

4.	In order for us to make a Claim Payment to the Beneficiaries, both you and the Beneficiaries must assign to us, or cause to be assigned to us, any and all rights you or the Beneficiaries may have as to the Buyer.

5 .	Any Claim Payment made to the Beneficiaries shall release and relieve us from any liability to you for the insured receivables that are the subject of the Claim Payment.

6 .

Both you and the Beneficiaries warrant that this Endorsement, by which you instruct us to make all Claim Payments to the Beneficiaries, is in accordance with your respective financial and commercial interests and does not conflict with any applicable laws or regulations . In respect of this Endorsement, the contractual relationship existing between you and the Beneficiaries is the following: invoice financing.

7 .

The relationship created by this Endorsement is that the Beneficiaries become intended third-party beneficiaries under the Policy entitled to the same rights, but none other, that you would have under the Policy , subject to the same terms, conditions, and obligations applicable to you . The rights of the Benef i ciaries are derivative of your rights, and no independent rights are intended to be created or granted . No add i tional risks are intended to be covered that involve the Beneficiaries.

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EULER HERMES

Ow know l edge serving your SIJ('Ce s

This Endorsement shall not affect any of your or our rights or obligations under the Policy other than your right to receive a Claim Payment. Your obligations under the Policy shall continue notwithstanding the appointment of the Beneficiaries. All rights and remedies that we have against you shall apply to the Beneficiaries. You confirm that you have provided the Beneficiar ies with a copy of the Policy and this Endorsement, which cannot be modified except as provided for per the terms and conditions of the Policy. All notices in connection with the Policy will be addressed to you alone.

This Endorsement shall be effective as of October 17th 2018 and all Claim Payments made after this date shall be paid to the Beneficiaries, notwithstanding the dates of the receivables that are the subject of the Claim Payment. This Endorsement remains in effect for any subsequent Policy Periods until the Beneficiaries provides us a written release of their interests, signed by their authorized signatories.

10.	For the purposes of this Endorsement only, references to Claim Payments are also construed to include your share of any Recoveries collected by us or the Collection Services Provider.

11.	This endorsement cannot be amended or cancelled without the agreement of the Beneficiaries.

/s/ Richard Rudy - Manager		/s/ Larry Raff - Director
Factor 1 signature		Factor 2 signature

AEC Yield Capital, LLC		VoiP Capital International

Address		Address
One MetroTech Center- North		2nd Floor Ebene House
3rd Floor		33 Cyber City
Brooklyn, NY 11201		Ebene Mauritius

Phone#		Phone#
347.799.1685 X 205		(+230) 465 1184

Fax#		Fax#
347.799.1686		(+230) 465 1184

Email		Email
rrudy@advancedenergycap.com		info@voipcapital.com

Date		Date
10/16/18		10/17/2018

Bank 2 Signature		Bank 3 Signature

Print Name		Print Name

Address		Address

Phone#		Phone#

Fax#		Fax#

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Email		Email

Date		Date

This request is not binding upon Euler Hermes ACI. T h e ri ghts of the Bank and the Policyholder with respect to the endorsement requested herein will be lim i ted to t h e pr ov is ions of an endorsement to the above referenced policy actually i ssued by Euler Hermes ACI, which endorse m e n t , i f issued , may not necessarily contain provisions identical to those requested above .

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EULER HERMES NORTH AMERICA INSURANCE

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