0001144204-13-033994 Sample Contracts

FIRST AMENDMENT TO WARRANT TO PURCHASE COMMON STOCK
Purchase Common Stock • June 10th, 2013 • SpendSmart Payments Co • Retail-retail stores, nec • New York

This First Amendment (the “Amendment”) to Warrant to Purchase Common Stock (the “Warrant”), is made and entered into effective as of June 10, 2013 (the “Effective Date”), by and between The SpendSmart Payments Company, a Colorado corporation (the “Company”) and the undersigned (the “Holder”). Capitalized terms used but not otherwise defined herein shall have the same meanings as set forth in the Warrant.

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June 5, 2013
SpendSmart Payments Co • June 10th, 2013 • Retail-retail stores, nec • New York

We are pleased that The SpendSmart Payments Company, a Colorado corporation (the “Company”) located at 2680 Berkshire Pkwy, Suite 130, Des Moines, IA 50325, has decided to retain, Maxim Group LLC (“Maxim”) to provide general financial advisory and investment banking services to the Company as set forth herein. This letter agreement (“Agreement”) will confirm Maxim’s acceptance of such retention and set forth below are the terms of our engagement.

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