Contract

Exhibit 10.25

group u:sa FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT This agreement (this "Agreement"), dated November 18, 2019, between Velocity Group USA Inc. and the seller(s) listed herein (collectively, the "Seller") (all capitalized terms shall have the meanings ascribed to them below): Business Legal Name: EDISON NATION, LLC --------------------------------------------------------D/B/A: EDISON NATION EIN #: 00-0000000 Form of Business Entity: lie ---------------------------------Physical Address: 000 Xxxxxx Xxxxxx, Xxxxxxxxx, XX, 00000 Mailing Address: 0000 Xxx Xxxx Xxx, Xxxxxxxxx, XX, 00000 PURCHASED AMOUNT: $337,500.00 SPECIFIED PERCENTAGE: 10% INITIALINSTALLMENT: PURCHASE PRICE: $250,000.00 Cf f-€ 1 FOR SELLER #1 FOR SELLER #2 rl By: ---------Name: Title: Owner/Agent/Manager Title: Owner/Agent/Manager Email: _ Email: xxxxxxxxx@xxxxxxxxxxxx.xxx Business Phone: --------Business Phone: (000) 000-0000 *Accurate contact information is required to provide the Seller with important information regarding the Agreement. Concurrently with the execution of this Agreement by Seller, and as condition to the effectiveness hereof, Seller has caused the Personal Guarantee of Performance in the form attached hereto as "Exhibit A" (the "Guaranty") to be signed and delivered to Velocity Group USA Inc. by the following Owner(s)/Guarantor(s) of Seller OWNER/GUARANTOR #2 OWNER/GUARANTOR #1 By: Name: _ SSN: _ SSN: ###-##-#### PHONE: _ PHONE: (000) 000-0000 Address: Address: 0000 Xxx Xxxx Xxx, Xxxxxxxxx, XX, 00000 Furthermore, in the event the Seller and/or Guarantor are comprised of more than one entity and/or individuals, then ALL such entities and/or individuals, respectively, shall sign the Addendum to this Agreement in the form attached hereto as Exhibit B (the "Addendum"). 1 Velocity Group USA Inc. (11182019176639)

7. A roved Bank Account and Credit Card Processor. During the term of this Agreement, Seller shall: (i) deposit all Future Receipts into one (and only one) bank account which bank account shall be acceptable and preapproved by Velocity Group USA Inc. (the "A roved Bank Account"). (ii) use one (and only one) credit card processor which processor shall be acceptable and preapproved by Velocity Group USA Inc. (the "A roved Processor") and (iii) deposit all credit card receipts into the Approved Bank Account. In the event the Approved Bank Account or Approved Processor shall become unavailable or shall cease providing services to Seller during the term of this Agreement, prior to the first date of such unavailability or cessation of services, Seller shall arrange for another Approved Bank Account or Approved Processor, as the case may be. 8. Authorization to Debit A roved Bank Account. Seller hereby authorizes Velocity Group USA Inc. to initiate electronic checks or ACH debits from the Approved Bank Account (which as of the Effective Date of this Agreement shall be the account listed below) in the amount of the Initial Weekly Installment on each Workday commencing on the Effective Date until Velocity Group USA Inc. receives the full Purchased Amount; *Seller shall provide Velocity Group USA Inc. with all access code(s) for the Approved Bank Account. The Initial Weekly Installment is to be drawn via ACH payment, from the following bank account: i. Account Number: 5205222695 -----------------------------------------ii. Routing Number: 000000000 -----------------------------------------iii.Account Name: Edison Nation, LLC xxx.Xxxx Name: BB&T ---------------------------------------------*NOTE that this authorization is to remain in full force and effect until Velocity Group USA Inc . receives written notification from Seller of its termination in such time and in such manner to afford Velocity Group USA Inc. a reasonable opportunity to act on it; provided, however, that revocation of this authorization prior to remittance of the balance under the Agreement shall constitute a breach thereunder, subject to Sections 10-13 herein. 9. Fees Associated with Debiting Approved Bank Account It shall be Seller's exclusive responsibility to pay to its banking institution and/or Velocity Group USA Inc.'s banking institution directly (or to compensate Velocity Group USA Inc., in case it is charged) all fees, charges and expenses incurred by either Seller or Velocity Group USA Inc. due to rejected electronic checks or ACH debit attempts, overdrafts or rejections by Seller's banking institution of the transactions contemplated by this Agreement, including without limitation a $35.00 charge per bounced or rejected ACH debit. 10. Seller's Ri ht for Reconciliation. Seller and Velocity Group USA Inc. each acknowledges and agrees that: a. If at any time during the term of this Agreement Seller will experience unforeseen decrease or increase in its Weekly Receipts, Seller shall have the right, at its sole and absolute discretion, but subject to the provisions of Section 11 below, to request retroactive reconciliation of the Initial Weekly Installments for one (1) full calendar month immediately preceding the day when such request for reconciliation is received by Velocity Group USA Inc. (each such calendar month, a "Reconciliation Month"). b. Such reconciliation (the "Reconciliation") of the Seller's Initial Weekly Installment for a Reconciliation Month shall be performed by Velocity Group USA Inc. within five (5) Workdays following its receipt of the Seller's request for Reconciliation by either crediting or debiting the difference back to, or from, the Approved Bank Account so that the total amount debited by Velocity Group USA Inc. from the Approved Bank Account during the Reconciliation Month at issue is equal to the Specific Percentage of the Future Receipts that Seller collected during the Reconciliation Month at issue. c. One or more Reconciliation procedures performed by Velocity Group USA Inc. may reduce or increase the effective Initial Weekly Installment amount during the Reconciliation Month in comparison to the one set forth in Section 1 of this Agreement, and, asthe result of such reduction, the term of this Agreement during which Velocity Group USA Inc. will be debiting the Approved Bank Account may get shortened or extended indefinitely. 11. Reguest for Reconciliation Procedure. a. It shall be Seller's sole responsibility and the right hereunder to initiate Reconciliation of Seller's actual Initial Weekly Installments during any Reconciliation Month by sending a request for Reconciliation to Velocity Group USA Inc.. 4 Velocity Group USA Inc. (11182019176639)

b. Any such request for Reconciliation of the Seller's Initial Weekly Installments for a specific Reconciliation Month shall be in writing, shall include a copy of Seller 's bank statement, credit card processing statements, and pertinent aging report(s) for the Reconciliation Month at issue, and shall be received by Velocity Group USA Inc. via email xxxxxx@xxxxxxxxxxxxxxxx.xxx with the subject line "REQUEST FOR RECONCILIATION," within five (5) Workdays after the last day of the Reconciliation Month at issue (time being of the essence as to the last day of the period during which such demand for Reconciliation shall be received by Velocity Group USA Inc.). c. Velocity Group USA Inc.'s receipt of Seller's request for Reconciliation after the expiration of the five (5) Workday period following the last day of the Reconciliation Month for which such Reconciliation is requested nullifies and makes obsolete Seller's request for Reconciliation for that specific Reconciliation Month. d. Seller shall have the right to request Reconciliation as many times during the term of this Agreement as it deems proper, and Velocity Group USA Inc. shall comply with each such request, provided that: i.Each such request is made in accordance with the terms of this Section 11; and ii. If a request for Reconciliation is made after the expiration of the term of this Agreement and, as the result of such Reconciliation, the total amount actually debited by Velocity Group USA Inc. from the Approved Bank Account will become less than the Purchased Amount, then and in such event the term of this Agreement shall automatically be extended until the time when the total amount actually debited from Approved Bank Account pursuant to this Agreement shall become equal to the Purchased Amount. Nothing set forth in Sections 10 or 11 of this Agreement shall be deemed to: (i) provide Seller with the e. right to interfere with Velocity Group USA Inc.'s right and ability to debit the Approved Bank Account while the request for Reconciliation of Seller's receipts is pending or until the Purchased Amount is collected by Velocity Group USA Inc. in full, or (ii) modify the amount of the Initial Weekly Installment for any calendar month during the term of this Agreement other than during the Reconciliation Month (s) as the result of the Reconciliation. 12. Ad'ustment of the Initial Weeki Installment . Seller and Velocity Group USA Inc. each acknowledge and agree that: a. If at any time during the term of this Agreement Seller experiences a steady decrease in its Weekly Receipts, Seller shall have the right, at its sole and absolute discretion, but subject to the provisions of Section 13 below, to request modification ("Adjustment") of the amount of the Initial Weekly Installment that Seller is obligated to deliver Weekly to Velocity Group USA Inc. in accordance with the provisions of Section 6 above. Such Adjustment shall become effective as of the date it is granted and the new adjusted amount of the Initial Weekly Installment (the "Adjusted Weekly Installment") shall replace and supersede the amount of the Initial Weekly Installment set forth in Section 1above. b. The Adjustment of the Initial Weekly Installment shall be performed by Velocity Group USA Inc. within five (5) Workdays following its receipt of the Seller 's request for Adjustment by modifying the amount of the Initial Weekly Installment that shall be debited from the Approved Bank Account until the Purchased Amount is paid in full. Notwithstanding anything to the contrary set forth in Sections 12 and 13 hereof, no Adjustment shall take place until and unless Reconciliation for at least one (1) Reconciliation Month takes place resulting in the reduction of the total amount debited from Seller's Approved Bank Account during the Reconciliation Month by at least fifteen percent (15%) in comparison to the amount that would have been debited during that month without Reconciliation. c. One or more Adjustments performed by Velocity Group USA Inc. may substantially extend the term of this Agreement. 13. a. It shall be Seller's sole responsibility and the right to initiate the Adjustment by sending a request for Adjustment to Velocity Group USA Inc. b. A request for Adjustment (an "Adjustment Request") shall be in writing, and shall include copies of: (i) Seller's lastthree (3) consecutive bank statements of the Approved Bank Account, credit card processing 5 Velocity Group USA Inc. (11182019176639)

statements and any aging reports immediately preceding the date of Velocity Group USA Inc.'s receipt of the Adjustment Request, and (ii) Seller's bank statements and credit card processing statements previously provided by Seller to Velocity Group USA Inc. based upon which statements the amount of the Initial Weekly Installment set forth in Section 1 above (or the then current Adjusted Weekly Installment, as the case may be) was determined, and shall be received by Velocity Group USA Inc. by email at xxxxxx@xxxxxxxxxxxxxxxx.xxx, with the subject line "REQUEST FOR ADJUSTMENT," within five (5) Workdays after the date that is the later of (i) the last day of the latest bank statement enclosed with the Adjustment Request and (ii) the last date of the latest credit card processing statement enclosed with the Adjustment Request (time being of the essence as to the last day of the period during which an Adjustment Request shall be received by Velocity Group USA Inc.). c. Velocity Group USA Inc.'s receipt of a Seller's Adjustment Request after the expiration of the above referenced five (5) Workday period nullifies and makes obsolete such Adjustment Request. d. Seller shall have the right to request Adjustment of the Initial Weekly Installment, or the Adjusted Weekly Installment (as the case may be), as many times during the term of this Agreement as it deems proper, and Velocity Group USA Inc. shall comply in good faith with such request, provided that: i. Each such request for Adjustment is made in accordance with the terms of this Section 13; and ii. A request for Adjustment shall not be made after the Expiration Date. e. Nothing set forth in Sections 12 or 13 of this Agreement shall be deemed to provide Seller with the right to (i) interfere with Velocity Group USA Inc.'s right and ability to debit the Approved Bank Account while the request for Adjustment is pending or until the Purchased Amount is collected by Velocity Group USA Inc. in full or (ii) request Adjustment retroactively for the portion of the term of this Agreement preceding the date of an Adjustment Request. a. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall have the right, at any time after receipt from Velocity Group USA Inc. of the Purchase Price, and upon obtaining Velocity Group USA Inc .'s prior written consent, to accelerate delivery to Velocity Group USA Inc. of the then undelivered portion of the Purchased Amount of Future Receipts (such amount, the "Ou stand PAFR"). The delivery of the Outstanding PAFR shall be governed by the following subparagraphs b. The Outstanding PAFR can only be delivered in full and not partially. c. Seller shall request the right to accelerate the delivery of the Outstanding PAFR by notifying Velocity Group USA Inc. to that effect; provided that such notice shall be in writing (an email delivery shall be deemed acceptable) and shall contain the information on the source(s) of the funds to be used for delivery of the Outstanding PAFR and on the approximate date of such delivery. d. Velocity Group USA Inc. shall respond to Seller's request within three (3) Workdays from the date of its receipt by Velocity Group USA Inc.. In its response to Seller's request, Velocity Group USA Inc. shall indicate the exact amount of the Outstanding PAFR as of the date of its delivery by Seller.Velocity Group USA Inc. shall respond to Seller's request within three (3) Workdays from the date of its receipt by Velocity Group USA Inc.. As of the date agreed upon as between Velocity Group USA Inc. and Seller, Seller shall deliver to Velocity Group USA Inc. the full amount of the Outstanding PAFR (such date, the "Accelerated Delivery e. f. Date"). g. Under no circumstances shall Seller suspend or modify, or cause to be suspended or modified, the delivery to Velocity Group USA Inc. of the Initial Weekly Installments prior to the delivery of the Outstanding PAFR to Velocity Group USA Inc.. h. Upon delivery of the Outstanding PAFR to Velocity Group USA Inc. in compliance with the provisions of this Section 14, Seller's obligations to Velocity Group USA Inc. pursuant to this Agreement shall be deemed completed and fulfilled. 6 Velocity Group USA Inc. (11182019176639)

15. a. Velocity Group USA Inc. shall notify the Approved Bank Account and request from it to stop transferring Initial Weekly Installments to Velocity Group USA Inc.·s· bank account. b. If Velocity Group USA Inc. shall have received one or more Initial Weekly Installment (or Adjusted Weekly Installment, as the case may be) after the Accelerated Delivery Date (due to the Approved Bank's delay in processing Velocity Group USA Inc.'s request described in subparagraph (a) above or for any other reason). Velocity Group USA Inc. shall immediately do one of the two following things (but not both): i. Return to Seller the total sum of the Initial Weekly Installments (or the Adjusted Weekly Installments, as the case may be) received by Velocity Group USA Inc. after the date of delivery of the Outstanding PAFR to Velocity Group USA Inc.; or Apply the total sum of the Initial Weekly Installments (or the Adjusted Weekly Installments, as the case may be) received by Velocity Group USA Inc. after the Accelerated Delivery Date toward Seller's outstanding financial obligations to Velocity Group USA Inc. existing as of the Accelerated Delivery Date for reasons unrelated to this Agreement (if any). By way of example, if as of the Accelerated Delivery Date, Seller and Velocity Group USA Inc. would be parties to a another future receivables sale and purchase agreement in connection with a portion of Seller's Future Receipts that is not subject to this Agreement (such agreement, an "Unrelated Future A reement"). then and in such event Velocity Group USA Inc. may, in its sole and absolute discretion, apply the sum of the Initial Weekly Installments (or the Adjusted Weekly Installments, as the case may be) received by Velocity Group USA Inc. after the Accelerated Delivery Date pursuant to this Agreement toward fulfilling Seller's obligations to Velocity Group USA Inc. pursuant to the Unrelated Future Agreement. ii. A. c. Seller acknowledges and agrees that Velocity Group USA Inc. shall have the right to apply the total sum of the Initial Weekly Installments (or Adjusted Weekly Installments, as the case may be) received by Velocity Group USA Inc. after the Accelerated Delivery Date toward Seller's outstanding financial obligations to Velocity Group USA Inc. existing as of the Accelerated Delivery Date for reasons unrelated to this Agreement (if any) in exchange for, and as an adequate and sufficient consideration for, Velocity Group USA Inc. granting Seller the right to accelerate the payment of the Purchased Amount of Future Receipts. 16. Risk Sharing Acknowledgments and Arran ements. a. Seller and Velocity Group USA Inc. each hereby acknowledges and agrees that: i. ii. The Purchased Future Receipts represent a portion of Seller's Future Receipts. This Agreement consummates the sale of the Purchased Future Receipts at a discount, not the borrowing of funds by Seller from Velocity Group USA Inc. Velocity Group USA Inc. does not charge Seller and will not collect from Seller any interest on the monies used by Velocity Group USA Inc. for the purchase of the Purchased Future Receipts. The period of time that it will take Velocity Group USA Inc. to collect the Purchased Amount is not fixed, is unknown to both parties as of the Effective Date of this Agreement and will depend on how well or not well Seller's business will be performing following the Effective Date. As an extreme example, in the event Seller's business ceases to exist after Velocity Group USA Inc.'s purchase of the Purchased Future Receipts as a result of a drying up of revenues for reasons outside Seller's control, Velocity Group USA Inc. may never collect all or a substantial portion of the Purchased Future Receipts and will never recover the moneys it spent on such purchase. 7 Velocity Group USA Inc. (1118201917 6639)

iii. The amount of the Initial Weekly Installment set forth in Section 1of this Agreement is calculated based upon the information concerning an average amount of Weekly Receipts collected by Seller's business immediately prior to the Effective Date of this Agreement. as well as representations regarding the Seller's estimated Future Receipts, which information was provided by the Seller to Velocity Group USA Inc. The amounts of Seller's future Weekly Receipts may increase or decrease over time. If, based upon the Reconciliation and/or the Adjustment procedures described above, it will be determined that the actual Weekly amounts of the Specified Percentage of the Future Receipts get reduced in comparison to the amount of the Initial Weekly Installment as of the Effective Date set forth in Section 1 of this Agreement, and in comparison to the amount that both Seller and Velocity Group USA Inc. may have anticipated or projected because Seller's business has slowed down, or if the full Purchased Amount is not remitted because Seller's business went bankrupt or otherwise ceased operations in the ordinary course of business (but not due to Seller's willful or negligent mishandling of its business or due to Seller's failure to comply with its obligations under this Agreement). Seller would not be in breach of or in default under this Agreement. iv. v. b. Velocit Grou USA Inc.'s Risk Acknowled ments. Velocity Group USA Inc. agrees to purchase the Purchased Future Receipts knowing the risks that Seller's business may slow down or fail, and Velocity Group USA Inc. assumes this risk based exclusively upon the information provided to it by Seller and related to the business operations of Seller's business prior to the date hereof, and upon Seller's representations, warranties and covenants contained in this Agreement that are designed to give Veloc ity Group USA Inc. a reasonable and fair opportunity to receive the benefit of its bargain. Furthermore, Velocity Group USA Inc. hereby acknowledges and agrees that Seller shall be excused from performing its obligations under this Agreement in the event Seller's business ceases its operations exclusively due to the following reasons (collectively, the "Valid Excuses"): i. adverse business conditions that occurred for reasons outside Seller's control and not due to Seller's willful or negligent mishandling of its business; loss of the premises where the business operates (but not due to Seller's breach of its obligations to its landlord). provided however that Seller does not continue and/or resume business operations at another location; bankruptcy of Seller; and/or natural disasters or similar occurrences beyond Seller's control. plication of Amounts Received b Velocity Group USA Inc. Velocity Group USA Inc. reserves ii. iii. iv. c. A the right to apply amounts received by it under this Agreement to any fees or other charges due to Velocity Group USA Inc. from Seller prior to applying such amounts to reduce the outstanding amount of the Purchased Amount. Any ACH payments and/or payments which clear after the Effective Date of this Agreement shall be applied to the balance hereunder. d. Not a Loan. Seller and Velocity Group USA Inc. agree that the Purchase Price is paid to Seller in consideration for the acquisition of the Purchased Future Receipts and that payment of the Purchase Price by Velocity Group USA Inc. is not intended to be, nor shall it be construed as, a loan from Velocity Group USA Inc. to Seller that requires absolute and unconditional repayment on a maturity date. To the contrary, Velocity Group USA Inc.'s ability to receive the Purchased Amount pursuant to this Agreement, and the date when the Purchased Amount is delivered to Velocity Group USA Inc. in full (if ever) are subject to and conditioned upon performance of Seller's business. If, nevertheless, a court having jurisdiction over this Agreement and the parties hereto shall have determined that Velocity Group USA Inc. has charged or received interest hereunder in excess of the highest rate allowed by law, then the rate of such interest received by Velocity Group USA Inc. shall automatically be reduced to the maximum rate permitted by applicable law and Velocity Group USA Inc. shall promptly refund to Seller any interest received by Velocity Group USA Inc. in excess of the maximum lawful rate. 17. Applicable Fees. Seller acknowledges that the Applicable Fees were agreed upon between Seller and Velocity Group USA Inc. prior to Seller entering into this Agreement, were subject to arm-length negotiation between Velocity Group USA Inc. and Seller, and a list of any of the Applicable Fees is set forth in Rider 3 of this Agreement, which is attached hereto and made a part hereof. 8 Velocity Group USA Inc. (11182019176639)

40. Notices. Unless different means of delivering notices are set forth elsewhere in this Agreement, all notices, requests, consent, demands and other communications hereunder shall be delivered by certified mail. return receipt requested, to the respective parties to this Agreement at the addresses set forth in this Agreement and shall become effective as of the date of receipt or declined receipt. 41. Waiver Remedies. No failure on the part of Velocity Group USA Inc. to exercise, and no delay in exercising, any right under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. Bindin Effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective 42. successors and permitted assigns. Governing Law, Venue and jurisdiction. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of New York, without regards to any applicable principles of conflicts of law. Any lawsuit, action or proceeding arising out of or in connection with this Agreement shall be instituted exclusively in any court sitting in New York State, (the "Acceptable Forums"). The parties agree that the Acceptable Forums 43. are convenient, and submit to the jurisdiction of the Acceptable Forums and waive any and all objections to inconvenience of the jurisdiction or venue. Should a proceeding be initiated in any other forum, each of the parties to this Agreement irrevocably waives any right to oppose any motion or application made by any other party to transfer such proceeding to an Acceptable Forum. Seller and its Guarantor(s) acknowledge and agree that the Purchase Price is being paid and received by Seller in New York, that the Specified Percentage of the Future Receipts are being delivered to Velocity Group USA Inc. in New York, and that the transaction contemplated in this Agreement was negotiated, and is being carried out, in New York. Seller and its Guarantor(s) acknowledge and agree that New York has a reasonable relationship to this transaction. Survival of Re resentation, etc. All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have expired. 44. 45. everabilityIn case any of the provisions in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired. Any provision of this Agreement that may be found by a court having jurisdiction to be prohibited by law shall be ineffective only to the extent of such prohibition without invalidating the remaining provisions hereof. Entire Agreement. This Agreement embodies the entire agreement between Seller and Velocity Group USA Inc. and supersedes all prior agreements and understandings relating to the subject matter hereof. The Exhibit(s) and Riders to this Agreement are part of this Agreement. 46. 47. JURY TRIAL WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART OR THE ENFORCEMENT HEREOF. EACH PARTY HERETO ACKNOWLEDGES THAT IT MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION AND DISCUSSIONS OF THE RAMIFICATIONS OF THIS WAIVER WITH ITS ATTORNEYS. This Agreement embodies the entire agreement between Seller and Velocity Group USA Inc. and supersedes all prior agreements and understandings relating to the subject matter hereof. The Exhibit(s) and Riders to this Agreement are part of this Agreement. 48. CLA SS ACTION WAIVER. . EACH PARTY HERETO WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY, AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR IS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT TO THE CONTRARY); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECUREDTHROUGH THE CLASS OR REPRESENTATIVE ACTION. 15 Velocity Group USA Inc. (11182019176639)

49. ARBITRATION.. THE PARTIES ACKNOWLEDGE AND AGREE THAT, PROVIDED THAT NO SUIT, ACTION OR PROCEEDING (INCLUDING WITHOUT LIMITATION FILING OF AN AFFIDAVIT OF CONFESSION OF JUDGMENT) HAS BEEN ALREADY COMMENCED IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT, EACH Velocity Group USA Inc., SELLER, AND ANY GUARANTOR OF SELLER SHALL HAVE THE RIGHT TO REQUEST THAT ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT, ARE SUBMITTED TO ARBITRATION. THE PARTY SEEKING ARBITRATION SHALL FIRST SEND A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES, BY CERTIFIED MAIL UPON SENDING OF SUCH NOTICE, A PARTY REQUESTING ARBITRATION MAY COMMENCE AN ARBITRATION PROCEEDING WITH THE AMERICAN ARBITRATION ASSOCIATION ("AAA") OR NATIONAL ARBITRATION FORUM ("NAF"). EACH SELLER, GUARANTOR AND Velocity Group USA Inc. SHALL PAY THEIR OWN ATTORNEYS' FEES INCURRED DURING THE ARBITRATION PROCEEDING. THE PARTY INITIATING THE ARBITRATION SHALL PAY ANY ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR'S FEE. Counter arts and Facsimile Si natures•. This Agreement can be signed in one or more counterparts, each of 50. which shall constitute an original and all of which when taken together, shall constitute one and the same agreement. Signatures delivered via facsimile and/or via Portable Digital Format (PDF) shall be deemed acceptable for all purposes, including without limitation the evidentially purposes. [REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] 16 Velocity Group USA Inc. (11182019176639)

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first above written. FOR SELLER #1 FOR SELLER #2 By:-------Name: Title: Owner/Agent/Manager Title: Owner/Agent/Manager EIN: _ EIN: 82·2199200 AGREE TO BE BOUND BY THE PROVIONS OF THIS AGREEMENT APPLICABLE TO AND CONCERNING GUARANTOR. OWNER/GUARANTOR # 1 OWNER/GUARANTOR # 2 By:-------Name: By:/---/-- Na SSN: ###-##-#### SSN: _ Velocity Group USA Inc. By: Name: _ Title: _ 17 Velocity Group USA Inc. (11182019176639)

EXHIBIT A PERSONAL GUARANTY OF PERFORMANCE This Personal Guaranty of Performance ( this " Guaranty ") is executed as of November 18, 2019, by the undersigned individual(s) whose name(s) and signature(s) appear in the signature box of this Guaranty (individually and collectively, jointly and severally, "Guarantor") for the benefit of Velocity Group USA Inc. ("Bu er"). WHEREAS: A. Pursuant to that Future Receivables Sale and Purchase Agreement (the "Agreement"). dated as of November 18, 2019, between Buyer and the Seller(s) listed below (collectively and individually, "Seller"). Buyer has purchased a portion of Future Receipts of Seller. SELLER# 1: SELLER# 2: Legal Business Name EDISON NATION, LLC Legal Business Name -------D/B/A: EDISON NATION D/B/A:------ B. Each Guarantor is an owner, officer, or manager of Seller and will directly benefit from Buyer and Seller entering into the Agreement. C. Buyer is not willing to enter into the Agreement unless Guarantor irrevocably, absolutely and unconditionally guarantees to Buyer prompt and complete performance of all of the obligations of Seller under the Agreement (each such obligation, individually, an "Obligation" and all such obligations, collectively, the "Obli ations"). NOW, THEREFORE , as an inducement for Buyer to enter into the Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor does hereby agree as follows: 1. Defined Terms. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to them in the Agreement. 2. Guaranty of Obligations. Guarantor hereby irrevocably, absolutely and unconditionally guarantees to Buyer prompt. full, faithful and complete performance and observance of all of Seller 's Obligations; and Guarantor unconditionally covenants to Buyer that if default or breach shall at any time be made by Seller in the Obligations, Guarantor shall well and truly pay or perform (or cause to be paid or performed) the Obligations and pay all damages and other amounts stipulated in the Agreement with respect to the non-performance of the Obli gations, or any of them. 3. Guarantor's Additional Covenants. The liability of Guarantor hereunder shall not be impaired, abated, deferred, diminished, modified, released, terminated or discharged, in whole or in part, or otherwise affected, by any event, condition, occurrence, circumstance, proceeding, action or failure to act, with or without notice to, or the knowledge or consent of, Guarantor, including, without limitation: a. b. any amendment, modification or extension of the Agreement or any Obligation; any extension of time for performance, whether in whole or in part, of any Obligation given prior to or after default thereunder; any exchange, surrender or release, in whole or in part, of any security that may be held by Buyer at any time under the Agreement; any other guaranty now or hereafter executed by Guarantor or anyone else; c. d. e. any wa iver of or assertion or enforcement or failure or refusal to assert or enfor ce, in whole or in part, any Obligation, claim, cause of action, right or remedy which Buyer may, at any time, have under the Agreement or with respect to any guaranty or any security which may be held by Buyer at any time for or under the Agreement or with respect to the Seller; any act or omission or delay to do any act by Buyer which may in any manner or to any extent vary the risk of Guarantor or which would otherwise operate as a discharge of Guarantor as a matter of law; the release of any other guarantor from liability for the performance or observance of any Obligation, whether by operation of law or otherwise; the failure to give Guarantor any notice whatsoever; any right, power or privilege that Buyer may now or hereafter have against any person, entity or collateral. f. g. h. i. Velocity Group USA Inc. (11182019176639) 18

4. Guarantor's Other Agreements. Guarantor will not dispose, convey, sell or otherwise transfer, or cause Seller to dispose, convey, sell or otherwise transfer, any material business assets of Seller outside of the ordinary course of Seller's bus.iness without the prior written consent of Buyer, which consent may be withheld for any reason, until receipt of the ent1re Purchased Amount. Guarantor shall pay to Buyer upon demand all expenses (including, without limitation, reasonable attorneys' fees and disbursements) of, or incidental to, or relating to the enforcement or protection of Buyer's rights hereunder or Buyer's rights under the Agreeme.nt. This Guaranty is binding upon Guarantor and Guarantor's heirs, legal representatives, successors and assigns and shall inure to the benefit of and may be enforced by the successors and assigns of Buyer. If there is more than one Guarantor, the obligations of the Guarantors hereunder shall be joint and several. The obligation of Guarantor shall be unconditional and absolute, regardless of the unenforceability of any provision of any agreement between Seller and Buyer, or the existence of any defense, setoff or counterclaim, which Seller may assert. Buyer is hereby authorized, without notice or demand and without affecting the liability of Guarantor hereunder, to at any time renew or extend Seller's obligations under the Agreement or otherwise modify, amend or change the terms of the Agreement. Guarantor is hereby notified and consents that a negative credit report reflecting on his/her credit record may be submitted to a credit-reporting agency if the Guarantor does not honor the terms of this Guaranty. 5. Waiver; Remedies. No failure on the part of Buyer to exercise, and no delay in exercising, any right under this Guaranty shall operate as a waiver, nor shall any single or partial exercise of any right under this Guaranty preclude any other or further exercise of any other right. The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law or equity. In the event that Seller fails to perform any obligation under the Agreement, Buyer may enforce its rights under this Guaranty without first seeking to obtain performance for such default from Seller or any other guarantor. 6. Acknowledgment of Purchase. Guarantor acknowledges and agrees that the Purchase Price paid by Buyer to Seller in exchange for the Purchased Amount of Future Receipt is a payment for an adequate consideration and is not intended to be treated as a loan or financial accommodation from Buyer to Seller. Guarantor specifically acknowledges that Buyer is not a lender, bank or credit card processor, and that Buyer has not offered any loans to Seller, and Guarantor waives any claims or defenses of usury in any action arising out of this Guaranty. Guarantor acknowledges that the Purchase Price paid to Seller is good and valuable consideration for the sale. of the Purchased Amount. 7. Governing Law and jurisdiction. This Guaranty shall be governed by, and constructed in accordance with, the internal laws of the State of New York without regard to principles of. conflicts of law. Except as provided in Section 10 of this Guaranty, Guarantor submits to the nonexclusive jurisdiction and venue of any state or federal court sitting in New York State or otherwise having jurisdiction over this Guaranty and Guarantor, for resolution of any claim or action arising, directly or indirectly, out of or related to this Guaranty. The parties stipulate that the venues referenced in this Agreement are convenient. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court will constitute valid and lawful service of process against them, without the necessity for service by any other means provided by statute or rule of court, but without invalidating service performed in accordance with such other provisions. Guarantor acknowledges and agrees that the Purchase Price is being paid and received by Seller in New York, that the Specified Percentage of the Future Receipts are being delivered to Buyer in New York, and that the transaction contemplated in this Guaranty was negotiated, and is being carried out, in New York. Guarantor acknowledges and agrees that it is guaranteeing a New York agreement and transaction. Guarantor acknowledges and agrees that New York has a reasonable relationship to this transaction. 8. JURY WAIVER. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS GUARANTY IS A PART OR ITS ENFORCEMENT, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. THE PARTIES ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS. 9. CLASS ACTION WAIVER. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION,EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION. Velocity Group USA Inc. (11182019176639) 19

10. ARBITRATION. THE PARTIES ACKNOWLEDGE AND AGREE THAT, PROVIDED THAT NO SUIT, ACTION OR PROCEEDING (INCLUDING WITHOUT LIMITATION FILING OF AN AFFIDAVIT OF CONFESSION OF JUDGMENT) HAS BEEN ALREADY COMMENCED IN CONNECTION WITH ANY MATTER ARISING OUT OF OR RELATED TO THIS GUARANTY AND/OR THE TRANSACTION CONTEMPLATED BY THE AGREEMENT, EACH BUYER, SELLER AND GUARANTOR SHALL HAVE THE RIGHT TO REQUEST THAT ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THE CONSTRUCTION AND/OR INTERPRETATION OF THIS GUARANTY ARE SUBMITTED TO ARBITRATION. THE PARTY SEEKING ARBITRATION SHALL FIRST SEND A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES, BY CERTIFIED MAIL. UPON SENDING OF SUCH NOTICE, A PARTY REQUESTING ARBITRATION MAY COMMENCE AN ARBITRATION PROCEEDING WITH THE AMERICAN ARBITRATION ASSOCIATION ("AAA") OR NATIONAL ARBITRATION FORUM ("NAF''). EACH SELLER, GUARANTOR AND BUYER SHALL PAY THEIR OWN ATTORNEYS' FEES INCURRED DURING THE ARBITRATION PROCEEDING. THE PARTY INITIATING THE ARBITRATION SHALL PAY ANY ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR'S FEE. 11. Severability.lf for any reason any court of competent jurisdiction finds any provisions of this Guaranty to be void or voidable, the parties agree that the court may reform such provision(s) to render the provision(s) enforceable ensuring that the restrictions and prohibitions contained in this Guaranty shall be effective to the fullest extent allowed under applicable law. 12 . Opportunity for Attorney Review. The Guarantor represents that he/she has carefully read this Guaranty and has had had a reasonable opportunity to, - and to the extent he or she wishes did, - consult with his or her attorney. Guarantor understands the contents of this Guaranty, and signs this Guaranty as his or her free act and deed. 13. Counterparts and Facsimile Signatures. This Guaranty may be signed in one or more counterparts, each of which shall constitute an original and all of which.when taken together shall constitute one and the same agreement. Facsimile or scanned documents shall have the same legal force and effect as an original and shall be treated as an original document for evidentiary purposes. AGREED AND ACCEPTED: t .• • OWNER/GUARANTOR #2 By: _ Name: SSN: _ SSN: ###-##-#### Velocity Group USA Inc. By: _ Name: _ Title: ---------------20 Velocity Group USA Inc. (11182019176639)

RIDER 3 TO THE FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT ("Agreement") Between Velocity Group USA lnc.("BUYER") and CH Q_ !,iE !:_ R,XXX("Seller") APPLICABLE FEES 1. Possible Conflicts. If there is any conflict or inconsistency between any of the provisions of this Rider and any of the provisions of the Future Receivables Sale and Purchase Agreement (the "Agreement") to which this Rider is attached, all such conflicts and inconsistencies shall be resolved in favor of the provisions of this Rider. 2. Definitions.AII capitalized terms used in this Rider shall have the meaning set forth in the Agreement unless otherwise indicated here in. 3. Applicable Fees. The parties agree that the Applicable Fees which Seller shall pay to Velocity Group USA Inc., pursuant to Section 17 of the Agreement shall be as follows: A. ACH Program Fee: 15.00(to cover expense of ACH processing program). B. UCC Fee: 55.00(part of filing UCC financing statements and their terminations). C. Wire Fee 35.00(to cover cost of remitting the Purchase Price). D. NSF Fee: 10.00(to cover expense of an NSF). E. ACH Rejection Fee: 15.00 F. Bank Change Fee: 100.00 G. Blocked Account Fee: 500.00 H. Default Fee: 5,000.00 1. UCC Release Fee: 55.00 J. Underwriting Fee: 350.00 4. Authorization.Seller hereby authorizes Velocity Group USA Inc. to apply a portion of the Purchase Price due to Seller pursuant to the Agreement toward satisfaction of Seller's obligation to pay the Applicable Fees pursuant to Section 17 of the Agreement by deducting the amount of the Applicable Fees from the Purchase Price prior to delivering it to Seller. s. No Reduction of Purchase Price. Seller hereby agrees that deduction of the Applicable Fees from the Purchase Price shall not be deemed to reduce the Purchase Price. Seller and Velocity Group USA Inc. agree that this Rider shall be attached to the Agreement and shall be made a part thereof. FOR THE SELLER FOR THE SELLER By: Name: _ 21 Velocity Group USA Inc. (11182019176639)

RIDER 2 TO THE 11/18/2019 FUTURE RECEIVABLES §ALE AND PURCHASE AGREEMENT ("Agreement") Between Velocity Group USA Inc. and XXXXXXXXXXX XXXXXXX ("Seller") PRIOR BALANCE 1. Possible Conflicts. If there is any conflict or inconsistency between any of the provisions of this Rider and any of the provisions of the Future Receivables Sale and Purchase Agreement (the "Agreement") to which this Rider is attached, all such conflicts and inconsistencies shall be resolved in favor of the provisions of this Rider. 2. Definitions. All capitalized terms used in this Rider shall have the meaning set forth in the Agreement unless otherwise indicated here in. 3. Prior Balance. Seller represents and warrants that the following list of its creditors and the amounts that Seller owes its creditors as of the Effective Date of the Agreement is true, correct and complete: TOTAL PRIOR BALANCE: $ ----------------------------------------------4. Authorization.Seller hereby authorizes Velocity Group USA Inc. to apply a portion of the Purchase Price due to Seller pursuant to the Agreement toward satisfaction of Seller 's obligation to pay the Prior Balance pursuant to Section 18 of the Agreement by deducting the amount of the Prior Balance from the Purchase Price prior to delivering it to Seller, and to forward the specific amounts owed by Seller to Velocity Group USA Inc. and/or the creditors listed in this Rider. 5. No Reduction of Purchase Price. Seller hereby agrees that deduction of the Prior Balance from the Purchase Price shall not be deemed to reduce the Purchase Price. 6. Indemnification. Seller hereby indemnifies and holds harmless Velocity Group USA Inc. for any and all damages and losses (including without limitation legal fees and expenses) incurred by Velocity Group USA Inc. as the result of the information set forth in this Rider being untrue or incorrect or incomplete. Seller and Velocity Group USA Inc. agree that this Rider shall be attached to the Agreement and shall be made a part thereof. AGREED AND ACCEPTED: OWNER/GUARANTOR #1 OWNER/GUARANTOR #2 By: ---------------Name: ---------------Velocity Group USA Inc. By: _ Name: Title:--------22 Velocity Group USA Inc. (11182019176639)

RIDER 1 TO THE 11/18/2019 FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT ( "Agreement") Between Velocity Group USA Inc. and XXXXXXXXXXX XXXXXXXX ("Seller") ORIGINATION FEE 1. Possible Conflicts.lf there is any conflict or inconsistency between any of the provisions of this Rider and any of the provisions of the Future Receivables Sale and Purchase Agreement (the "Agreement") to which this Rider is attached, all such conflicts and inconsistencies shall be resolved in favor of the provisions of this Rider. 2. Definitions. All capitalized terms used in this Rider shall have the meaning set forth in the Agreement unless otherwise 3. Ori ination Fees. The parties agree that the Origination Fee that Seller shall pay to Velocity Group USA Inc. pursuant to Section 19 of the Agreement shall be: $5,000.00 4. Authorization. Seller hereby authorizes Velocity Group USA Inc. to apply a portion of the Purchase Price due to Seller pursuant to the Agreement toward satisfaction of Seller's obligation to pay the Origination Fee pursuant to Section 19 of the Agreement by deducting the amount of the Origination Fee from the Purchase Price prior to delivering it to Seller. 5. No Reduction of Purchase Amount. Seller hereby agrees that deduction of the Origination Fee from the Purchase Price shall not be deemed to reduce the Purchase Amount. Seller and Velocity Group USA Inc. agree that this Rider shall be attached to the Agreement and shall be made a part thereof. AGREED AND ACCEPTED: OWNER/GUARANTOR #1 OWNER/GUARANTOR #2 By: Name: _ Velocity Group USA Inc. By: --------Name: Title: _ 23 Velocity Group USA Inc. (11182019176639)

VELOCilY group usa SCHDULE PAYMENTS: Week 1-12 THE TERMS. OF THIS ADDENDUMT ARE HEREBY INCORPORATED IN AND MADE A PART OF THE MERCHANT AGREEMENT IDENTIFIED ABOVE. FOR THE MERCHANT #I .. ,J, /a: . .) ..-(!_ NAME: DJ)O tv'. ,Jk t/1JfV, I FOR THE MERCHANT #2 NAME: _ SIGN:,,----"-----FOR THE GUARANT}ef NAME: 6l?CJ.S Velocity Group USA Inc.: ----------Five (5) Day Cure Period Merchant shall fail to perform or comply with any covenant or agreement other than the covenants described or set forth in agreement(a) and (b) and such default shall continue for five (5) Business Days or more after the earlier of (i) the date on which such failure shall first become known to merchant and (ii) notice thereof is provided to merchant by the lender. D ERERED DEFERRED $4,464.25 Week 13-24 $8928.55 Week 25-36 $14,732.20

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