1 2 3 4 5 6 7 8 9 In re 10 TC GLOBAL, INC., 11 Debtor. 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 JAMES L. DAY declares as follows: 1.

HONORABLE KAREN A. OVERSTREET HEARING DATE: OCTOBER 26, 2012 HEARING TIME: 9:30 .AM. LOCATION: COURTROOM 7206, SEATTLE

UNITED STATES BANKRUPTCY COURT WESTERN DISTRICT OF WASHINGTON

No. 12-20253 DECLARATION OF JAMES L. DAY IN SUPPORT OF EMERGENCY MOTION

I am one of the attorneys representing TC Global, Inc., debtor in possession in this

case. I have personal knowledge of the facts stated here and I am competent to testify to them. 2. Attached hereto as Exhibit A and incorporated herein by this reference is the final form

of the proposed Sale of Future Revenue Agreement between the Debtor and Gibraltar Business Capital. Both parties have sent me executed version of the agreement, subject to Court approval. I declare under penalty of perjury under the laws of the State of Washington the foregoing is true and correct to the best of my knowledge and belief. DATED this 25th day of October, 2012, at Seattle, Washington.

/s/ James L. Day James L. Day DECLARATION OF JAMES L. DAY IN SUPPORT OF EMERGENCY MOTION Page 1
1977 20121 xj255z09kn

B USH S TROUT & K ORNFELD

LAW OFFICES

LLP

5000 Two Union Square 601 Union Street Seattle, Washington 98101-2373 Telephone (206) 292-2110 Facsimile (206) 292-2104

Case 12-20253-KAO

Doc 102

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 1 of 1

Agreement #: 20121019

EXECUTION COPY Date: October 25, 2012

Sale of Future Revenue Agreement

This Sale of Future Revenue Agreement (Agreement) is entered into as of the date set forth above and is made by and between GIBRALTAR BUSINESS CAPITAL, LLC, a Delaware limited liability company (Purchaser), and the merchant named below (Merchant). The attached TERMS AND CONDITIONS consisting of Sections 1 through 15 are incorporated herein as an integral part of this Agreement. Under this Agreement, Merchant intends to sell to Purchaser, for the Purchase Price specified below, an interest (the Interest) in future accounts and contract rights arising from purchases of Merchants products and/or services by Merchants customers using VISA, MasterCard, American Express, and/or Discover credit cards, charge cards, debit cards and/or prepaid cards (Future Receivables). Purchaser will be paid the Purchased Amount specified below in installments made each Business Day comprising the ACH Debit Amount specified below of all collections of Future Receivables. Based on the past performance of its business, Merchant anticipates that Purchaser will collect a sum equal to the Purchased Amount pursuant to the terms of this Agreement on or before the date that is 64 Business Days following the Funding Date (as defined below) (the Anticipated Full Recovery Date). The Effective Date of this Agreement is defined in Section 15 below. Merchants Legal Name (must be exact - even punctuation) D/B/A (if more than one, please list in Schedule A attached) TC Global, Inc. Tullys Coffee Corporation General Partnership LLC LP Sole Proprietorship LLP Type of Entity S Corporation Nonprofit Other (check one) Merchants State of Formation (Legal Domicile): State of Washington Physical Address (please list additional locations in Schedule B attached) City State Zip 3100 Airport Way South Seattle WA 98134 Mailing Address City State Zip

PURCHASE PRICE The amount Purchaser is paying for the Interest.

PURCHASED AMOUNT The total amount of Future Receivables to be remitted to Purchaser (but not including any other charges hereunder).

ACH DEBIT AMOUNT The fixed amount of Future Receivables to be collected by Purchaser each Business Day.

TYPE OF RECEIVABLES BEING SOLD Visa Transactions MasterCard Transactions Discover Transactions (if any) American Express

$ 300,000.00

$ 337,500.00

$5,250.00

Purchaser: GIBRALTAR BUSINESS CAPITAL, LLC By: Print Name: Title:

Merchant: TC Global, Inc. By: Name: Title:

EXHIBIT A

1977 20121 xj224609w5.002

Agmt - A

Case 12-20253-KAO

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 1 of 9

EXECUTION COPY TERMS AND CONDITIONS 1. Sale. On the terms and conditions of this Agreement, in consideration of the payment of the Purchase Price, Purchaser agrees to purchase from Merchant, and Merchant agrees to sell to Purchaser, the Interest. Merchant shall convey the Interest hereunder, and all Future Receivables related thereto at all times shall be, free and clear of any and all claims, defenses, rights of setoff, liens or encumbrances of any kind and by any person whatsoever (and, as used herein, person shall mean any an individual, partnership, corporation, limited liability company, association, trust, unincorporated organization or any other entity or organization). Merchant and Purchaser agree that the transaction contemplated under this Agreement SHALL CONSTITUTE A SALE OF THE INTEREST AND IS NOT INTENDED TO BE, NOR SHALL IT BE CONSTRUED AS, A LOAN OR OTHER FINANCING FROM PURCHASER TO MERCHANT. If, nonetheless, a court of competent jurisdiction determines the transaction contemplated under this Agreement is a loan or other financing, Merchant agrees this Agreement shall be a security agreement and hereby grants to Purchaser a security interest in all Future Receivables of Merchant and all proceeds thereof to secure payment to Purchaser of the Purchased Amount and all other amounts payable to Purchaser under this Agreement. Merchant agrees and represents that the transaction contemplated under this Agreement is made, and the Purchase Price will be used by Merchant, solely for business and commercial purposes and not for personal, family or household purposes. 2. Term; Funding. The term of this Agreement is from the Effective Date until the date the entire Purchased Amount has been indefeasibly paid to Purchaser (Term), and, after the Term expires, Purchaser shall not be entitled to any additional sums whatsoever - unless amounts are payable under Sections 6 (Default), 9 (Indemnity), 10 (Fees) or 15 (Guarantee). Not later than one (1) Business Day following the Effective Date, Purchaser shall pay the Purchase Price to Merchant (the date of such payment being, the Funding Date), and the conveyance of the Interest shall be deemed to have occurred immediately upon that payment. 3. Daily Payment Amount. Merchant agrees to enter into a written agreement with the credit card processor used by Merchant for conducting its business (the Processor), which agreement is acceptable to Purchaser with respect to processing all Future Receivables during the Term and which agreement expressly obligates the Processor to cause all settlement amounts under the Future Receivables to be deposited in one or more of the Accounts (as defined below) (the Merchant Processing Agreement). Merchant hereby authorizes Purchaser to, on each day (other than a Saturday or Sunday) on which banks are not authorized or required to close in Chicago, Illinois (each, a Business Day), initiate debit entries to any one or more of the Accounts by originating automatic clearing house (ACH) system debit entries to any one or more of the Accounts in a sum equal to (i) the ACH Debit Amount, which amount shall be applied by Purchaser to the Purchased Amount, plus (ii) if any, any other amounts then due and owing from Merchant to Purchaser pursuant to the terms of this Agreement; provided, however, that Purchaser agrees that each such ACH transaction shall be originated first with respect to Merchants Account No. 1-539-1027-2993 at U.S. Bank, N.A. (the Concentration Account), and will be originated with respect to other Accounts only if insufficient funds are available in the Concentration Account at the time the ACH transaction is initiated to satisfy amounts due hereunder. The foregoing authorization shall remain in full force and effect until Purchaser has indefeasibly received the Purchased Amount plus all accrued and unpaid interest and other amounts owing to Purchaser hereunder, and may be terminated only by express written notice of such termination from the Merchant to the Purchaser, which such notice shall be in such time and manner as to afford Purchaser and the financial institutions at which the Accounts are maintained a reasonable opportunity to act on the termination notice. Merchant agrees that Processor may, with concurrent notice to Merchant, provide Purchaser with Merchants credit card, debit card, and other payment card and instrument processing history, including, without limitation, Merchants chargeback experience and any communications about Merchant received by Processor from a card processing system, and any other information Purchaser deems pertinent. Merchant understands that Purchaser does not have any power or authority to control Processors actions with respect to the authorization, clearing, settlement and/or other processing of transactions. 4. Merchants Representations and Warranties. Merchant represents and warrants to Purchaser as of the Effective Date and as of the Funding Date as follows: (i) Merchant will be conveying to Purchaser pursuant to this Agreement, good and marketable title to all of the Interest and no part thereof will be subject to any claims, charges, liens, restrictions, encumbrances or security interests of any nature whatsoever; (ii) Merchant is not contemplating winding down or otherwise closing all or any substantial part of Merchants business (as the case may be, a Shut Down; (iii) all information provided by Merchant to Purchaser in or connected to this Agreement is true and correct and accurately reflects Merchants financial condition and results of operations, and the forecasted budgetary information Merchant has provided to Purchaser in anticipation of this Agreement (the DIP Budget) reflects the good faith projections of Merchant based on past performance of its business and plans for future operations; (iv) Merchant is in compliance with all (a) laws related to Merchants business, (b) requirements of insurance maintained by Merchant connected with its business, and (c) permits, licenses, approvals, consents and authorizations necessary to conduct its business; (v) Merchant owns all of the Collateral (as defined below); (vi) subject to Initials ______________
27391475\V-13 Case 12-20253-KAO

- Page 2 of 9 -

Agmt - A

1977 20121 xj224609w5.002

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 2 of 9

Section 15 below, Merchant and the person(s) signing this Agreement on behalf of Merchant have full power and authority to enter into and perform Merchants obligations under this Agreement; (vii) the name and other identifying information set forth above and on the attached Schedule B with respect to Merchant is complete and accurate in all respects and Merchant has not operated its business or otherwise used any other name (whether as Merchants formal, legal name or as a fictitious or trade name) at any time during the five (5) years prior to the Effective Date; and (viii) the accounts listed in the attached Schedule C (the Accounts) constitute all deposit accounts (as defined in the UCC (as defined below)) maintained by Merchant. Any breach of any of the foregoing may constitute a separate cause of action for fraud or intentional misrepresentation by Merchant. 5. Covenants. For the entire Term, Merchant covenants and agrees that (i) Merchant will at all times remain in compliance with, and will not allow any breach or default to occur under, any and all (a) laws related to Merchants business, (b) insurance maintained by Merchant connected with its business, (c) permits, licenses, approvals, consents and authorizations necessary to conduct its business (all of which Merchant shall possess at all times during the Term), and (d) material contracts related to its business; (ii) to the extent in conformity with the preceding clause (i), Merchant will operate its business consistent with past practices; (iii) Merchant will not sell, assign, transfer or otherwise dispose of or grant a security interest or lien in or to, or otherwise encumber or alienate any Future Receivables, or any right or interest therein, other than the sale of the Interest to Purchaser under this Agreement; (iv) Merchant will not conduct business under any name other than as disclosed herein; (v) Merchant will not change its business location(s), entity type, or state of formation without the prior written consent of Purchaser; (vi) Merchant will not initiate or acquiesce to any Shut Down; (vii) Merchant will not change Processor or otherwise add any credit card processor(s) in respect of its business without the prior written consent of Purchaser; (viii) Merchant will not take any action or offer any incentive, economic or otherwise, to discourage the use of credit cards, debit cards or other payment cards for the purchase of Merchants products and/or services; (ix) Merchant will not permit any event to occur that may have an adverse effect on the use, acceptance or authorization of credit cards, debit cards, or other payment cards for the purchase of Merchants products and/or services; (x) Merchant will not permit any event to occur that could cause a diversion of any Future Receivables from Processor to any person other than Purchaser; (xi) Merchant will not in any way modify or amend the Merchant Processing Agreement or allow any course of dealing or other pattern of practice to exist that is in any way inconsistent with or contrary to the terms of the Merchant Processing Agreement without the prior express written consent of Purchaser; (xii) Merchant will not change its financial institution or bank account(s); (xiii) Merchant will not permit any person, other than Purchaser, including, without limitation, any franchisor (if applicable), to assume or take over the operation and/or control of the Merchants business or any of Merchants business locations; (xiv) Merchant will possess and maintain insurance in such amounts and against such risks as are customary for the industry of which its business is a part and shall show proof of such insurance to Purchase upon demand therefor; (xv) Merchant will pay its debts as they come due; (xvi) Merchant will execute and deliver any and all documents that Purchaser deems necessary or advisable to effectuate Merchants obligations under this Agreement; (xvii) Merchant will provide Purchaser copies of all documents related to Merchants card processing activity or financial and banking affairs within two (2) Business Days of a request by Purchaser; (xviii) Merchant will permit Purchaser and its agents to conduct a site inspection of Merchants business, including an inspection of Merchants credit card terminals, at any time without notice to Merchant; (xix) Merchant authorizes Purchaser to obtain and receive information regarding each commercial lease for the physical location(s) of Merchants business from each landlord (or their representative), and will execute and deliver all documents the landlord deems necessary in connection therewith; (xx) without limiting any other covenants in this Agreement, Merchant shall deliver to Purchaser on each weekly anniversary of the Effective Date during the Term information reflecting the results of merchants business operations in such detail and format as is acceptable to Purchaser in its discretion, which information must be true, complete and accurate in all material respects (the Weekly Reporting); (xxi) Merchants weekly store level revenue as reflected in the Weekly Reporting, which shall be determined based on the principles used in the DIP Budget applied consistently, shall be no less than eighty-two and one-half percent (82.50%) of the respective weekly store level revenue set forth in the DIP Budget; (xxii) Merchant shall not consummate any sale of all or substantially all of Merchants business (in any one or more transactions) unless Purchaser has indefeasibly received the Purchased Amount plus all accrued and unpaid interest and other amounts owing to Purchaser hereunder; (xxiii) Merchant shall cause all of its cash, income and revenues to be deposited in the Accounts and Merchant shall not establish any other deposit account (as defined in the UCC) into which any of its cash, income or revenues will be deposited; and (xxiv) Merchant shall cause at least $5,250.00, in good funds, to be held in the Concentration Account at the time the ACH debit transaction occurs on each Business Day during the Term. 6. Defaults; Remedies; Liquidated Damages. (a) It shall constitute a Default by Merchant under this Agreement if (1) Merchant breaches any covenant or fails to perform any of its obligations under this Agreement strictly as and when due, or (2) any representation or warranty made or deemed made by Merchant in this Agreement or in any document, certificate or statement delivered to, or otherwise relied upon by, Purchaser in connection with this Agreement shall be incorrect or untrue in any material respect when made or deemed to have been made, or (3) the Bankruptcy Court (as defined below) shall enter an order granting relief from the automatic stay of Green Mountain Coffee Roasters, Inc. (GMCR), to terminate any agreement GMCR may have with Merchant, or a termination of any such agreement is otherwise deemed effective, whether by order of the Bankruptcy Court or otherwise. Merchant and Purchaser agree and acknowledge that if a Default occurs, Purchaser will suffer damages as a result of loss of its bargain. - Page 3 of 9 27391475\V-13 Case 12-20253-KAO

Agmt - A

1977 20121 xj224609w5.002

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 3 of 9

(b) Accordingly, if a Default occurs and Purchaser has not collected the Purchased Amount in full in accordance with this Agreement on or before the date that is 60 days after the Anticipated Full Recovery Date (the Outside Recovery Date), the parties agree Merchant shall pay to Purchaser on the Outside Recovery Date, as liquidated damages as a direct result of the Default, an amount equal to the difference between (x) the Purchased Amount and (y) the amount actually indefeasibly collected by Purchaser as of the Outside Recovery Date and applied to the Purchased Amount in accordance with this Agreement (the Liquidated Amount). Interest shall accrue on the Liquidated Amount from the Outside Recovery Date until paid at a rate equal to the lower of (i) the offered rate for deposits of U.S. Dollars for a one month period which the British Bankers' Association (or any successor organization, agency, panel or other entity charged with determining such offered rates) fixes as its LIBOR rate as of 11:00 a.m. London time on the Outside Recovery Date, plus ten percent (10%) per annum, and (ii) the highest rate permitted by applicable law. Upon Merchants indefeasible payment to Purchaser of the Liquidated Amount, together with accrued and unpaid interest thereon and all other amounts owing to Purchaser hereunder, Purchaser shall no longer have any right or interest in, nor right to receive or collect any part of, further settlement amounts under Future Receivables. (c) If a Default occurs, Purchaser may proceed to protect and enforce its rights connected with this Agreement by suit in equity or action by law, or both, whether for specific performance of any provision of this Agreement or to otherwise enforce the discharge of Merchants obligations hereunder, or any other legal or equitable right or remedy, and Purchaser shall have all of the rights, powers and remedies of a secured party under the Uniform Commercial Code (UCC), as adopted in the State of Illinois and any other applicable law. If the Liquidated Amount is not paid to Purchaser by Merchant as of the Outside Recovery Date, Merchant agrees Purchaser may automatically debit or cause to be debited from any of Merchants bank accounts, via any method available to Purchaser, a sum equal to the Liquidated Amount plus all accrued and unpaid interest thereon and, if for any reason such instruction is not already in place, may instruct Processor to forward to Purchaser, without any prior notice to Merchant, all settlement amounts under the Future Receivables, whether or not any such amount would otherwise be payable to Merchant or any other person until Purchaser shall have indefeasibly received a sum equal to the Liquidated Amount plus accrued and unpaid interest thereon and other amounts owing to Purchaser hereunder. Failure on the part of Purchaser to exercise, or delay in exercising, any right or remedy under this Agreement shall not constitute a waiver of such right, nor shall any single or partial exercise by Purchaser of any right under this Agreement preclude any other future exercise of any right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. In the event of a Default, Merchant shall be liable for Purchasers costs and expenses (including, without limitation, attorneys fees) incurred in connection with any exercise of rights and/or remedies as set forth below. 7. Granting of Security Interest; Authorization to File Financing Statement. Subject to the following sentence, to secure the payment and performance of its obligations under this Agreement, Merchant grants Purchaser a security interest in all of the present and future assets and properties used in Merchants business including, without limitation, all accounts, chattel paper, cash, deposit accounts (including, without limitation, the Accounts), personal property, assets and fixtures, all licenses and permits, general intangibles, intellectual property, instruments, equipment, and inventory wherever located, and all proceeds, products and revenue now or hereafter owned or acquired by Merchant from any and all of the forgoing (the Collateral). Merchant hereby authorizes Purchaser to file financing statements under the UCC and any other necessary or appropriate filings under the UCC or any other applicable law to (i) evidence the sale of the Interest to Purchaser (and each financing statement filed to perfect the sale of the Interest to Purchaser shall also constitute a precautionary filing to perfect Purchasers security interest in the Future Receivables in the event a court of competent jurisdiction determines, contrary to the intentions of the parties, that the transaction contemplated under this Agreement is a loan or financing and not a sale of the Interest), and (ii) perfect the security interest in the Collateral granted by Merchant to Purchaser hereunder. To the extent Processor at any time maintains any deposit account(s) into which settlement amounts under Future Receivables are deposited, Merchant hereby agrees Purchaser shall have (and to the extent Merchant has rights therein, Merchant hereby grants to Purchaser) a security interest in each such deposit account and all amounts held therein from time to time, and all proceeds thereof, and, promptly upon the request of Purchaser, Merchant shall, and shall authorize and direct and cause Processor to, enter into an account control agreement with Purchaser and the financial institution maintaining such deposit account. 8. Further Assurances; Attorney in Fact. Merchant hereby agrees that it will, from time to time, execute, acknowledge and deliver or authorize, as applicable, or cause to be executed, acknowledged and delivered or authorized, such further acts, instruments, conveyances, transfers and assurances and take such other actions, as Purchaser reasonably deems necessary or advisable for the implementation, correction, confirmation or perfection of this Agreement or any other agreement, document or instrument related hereto and any rights of Purchaser hereunder or thereunder. Merchant hereby authorizes Purchaser, and irrevocably appoints Purchaser as its attorney-in-fact with full power of substitution and with full authority in the place and stead of Merchant, which appointment is coupled with an interest, to take any and all steps in the name of Merchant and on behalf of Merchant necessary or desirable, in the determination of Purchaser, (i) to execute and/or authenticate on Merchants behalf and file financing statements under the UCC or any similar document or instrument under any applicable law consistent with the terms of this Agreement and any other documents necessary or desirable to perfect or otherwise further - Page 4 of 9 27391475\V-13 Case 12-20253-KAO

Agmt - A

1977 20121 xj224609w5.002

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 4 of 9

the sale of the Interest and the security interest granted herein; (ii) to execute any third party agreements or assignments to grant Purchaser control over the Collateral, and (iii) after the occurrence of a Default, to direct all of Merchants proceeds from the operation of its business to Purchaser for application to the Liquidated Amount and accrued and unpaid interest thereon and other amounts owing hereunder, including endorsing the name of Merchant on checks and other instruments representing collections constituting proceeds of Merchants business and enforcing Future Receivables and other amounts owed to Merchant as a result of its business operations. Notwithstanding anything to the contrary in this section, none of the powers conferred upon such attorney-in-fact pursuant to this section shall subject such attorney-in-fact to any liability in any case, nor shall they confer any obligations upon such attorney-in-fact in any manner whatsoever. 9. Indemnified Amounts. Without limiting any other rights any such person may have hereunder or under applicable law, Merchant hereby agrees to indemnify, defend and hold harmless, on an after-tax basis, Purchaser, each purchaser or other transferee of an interest in the Interest and their officers, directors, agents, and employees (each an Indemnified Party) from and against any and all damages, losses, claims, liabilities, penalties, taxes, costs and expenses (including reasonable attorneys fees and disbursements) awarded against or incurred by any Indemnified Party in any way connected with (i) any failure of Merchant to perform its obligations under this Agreement or any breach by Merchant of any of its obligations under this Agreement, (ii) any claims asserted by a third party against an Indemnified Party related in any way to the transaction contemplated in this Agreement, or (iii) any action or omission of Processor or any depositary institution at which an Account is maintained in any way related to the Interest. In the event of a Default, Purchaser shall be entitled to recover from Merchant all costs of collection, including reasonable attorneys fees and court costs. For the purpose of this section, costs of collection shall include the costs, including reasonable attorneys fees, associated with defending, protecting or enforcing Purchasers rights under this Agreement, including in any alternative dispute resolution proceeding, any bankruptcy proceeding and any pre or post judgment proceedings, including appeals. If Merchant files an action against Purchaser and the matter is dismissed or Purchaser prevails in the matter, Merchant agrees to pay all of Purchasers attorneys fees and costs incurred in the matter, whether in court or arbitration. Any payments under an indemnity claim pursuant to this section shall include all the forgoing costs and expenses, as well as interest thereon at the highest rate permitted by applicable law from the date the obligation is due until paid to Purchaser. The provisions of this section shall survive the expiration, termination or rescission of this Agreement. 10. Fees and Charges. Merchant shall pay all fees for services related to the origination and maintenance of all Future Receivables relating to the Interest or otherwise in any way related to this Agreement. Merchant agrees to a reasonable charge for underwriting and origination of this Agreement, which shall not exceed $100.00, and Merchant agrees Purchaser may deduct such amount from the Purchase Price. Notwithstanding the foregoing, the parties acknowledge the terms of the paragraph entitled Diligence Deposit in Purchasers proposal to Merchant dated October 23, 2012, which was agreed and accepted by Merchant on October 23, 2012, and agree those terms are incorporated herein by this reference and shall be an integral part of this Agreement as if fully set forth herein. Without limiting anything else in this Agreement, Merchant shall bear all costs and expenses of ACH debits and funds transfers initiated in connection with this Agreement. 11. Miscellaneous. Merchant shall have no right to assign its interest hereunder without the prior written consent of Purchaser, which may be withheld or conditioned at Purchasers sole discretion. This Agreement shall be binding upon Merchant and its successors and permitted assigns and shall inure to the benefit of Purchaser and its successors and assigns. Except as may be otherwise provided for in any order of the Bankruptcy Court (as defined below), (i) this Agreement is a complete and exhaustive statement of the terms of the parties agreement, which may not be explained or supplemented by evidence of consistent additional terms or contradicted by evidence of any prior or contemporaneous agreement; and (ii) no modification of this Agreement shall be effective unless it is in writing and signed by each of the parties. If any provision of this Agreement is invalid, illegal or unenforceable in any respect, the remaining provisions shall not be affected in any manner. The parties agree to execute such further and additional documents, instruments, and writings as may be necessary, proper, required, desirable, or convenient for the purpose of fully effectuating the terms and provisions of this Agreement. The signatures to this Agreement may be evidenced by facsimile or PDF copies or other electronic means reflecting the parties signature hereto, and any such copy or signature shall be sufficient as if it were an original signature. Purchaser, Merchant and each Guarantor agree that this Agreement and all claims related hereto shall be governed by, and construed in accordance with, the laws of the State of Illinois without regard to principles of conflicts of laws. Exclusive jurisdiction and venue as to all litigation, suits, court proceedings and other actions relating to, arising out of or connected to this Agreement, whether founded in contract, tort or otherwise, shall be with the Bankruptcy Court (as defined below). 12. JURY TRIAL WAIVER. EACH PARTY HERETO HEREBY WAIVES TRIAL BY JURY IN ANY ACTION, PROCEEDING, SUIT, COUNTERCLAIM, CROSS-CLAIM, OR THIRD-PARTY CLAIM BROUGHT BY ANY OF PARTY HERETO ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY RELATED TO OR CONNECTED WITH THIS AGREEMENT. This Section shall survive any expiration, termination, rescission or transfer of this Agreement.

- Page 5 of 9 27391475\V-13 Case 12-20253-KAO

Agmt - A

1977 20121 xj224609w5.002

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 5 of 9

13. Reporting. Merchant and each Guarantor understand that Purchaser may obtain, both prior to and during the Term, credit and other reports on Merchant, each Guarantor and any individual who signs this Agreement. Reports Purchaser obtains may include, without limitation, Merchants, each Guarantors and each individuals credit history or similar characteristics, employment and education verifications, social security verification, criminal and civil history, Department of Motor Vehicle records, other public records, and other information bearing on credit standing or credit capacity. Merchant, each Guarantor and each individual who signs this Agreement hereby authorizes Purchaser to request and obtain such reports. Further, Merchant hereby authorizes Purchaser to contact each financial institution, bank, or credit card processor (provided, however, that the foregoing shall not be deemed to permit Merchant to engage any credit card processor other than Processor) at which Merchant maintains an account or conducts business to verify information provided by Merchant to Purchaser and to provide notice of the occurrence of a Default. 14. Consent to Transfer. Merchant agrees and consents to Purchasers sale or transfer, whether now or later, of all or any part of the Interest to one or more purchasers, whether related or unrelated to Purchaser. Purchaser may provide, without any limitation whatsoever, to one or more purchasers, or potential purchasers, any information or knowledge Purchaser may have about Merchant or about any other matter relating to the Interest, and Merchant hereby waives any rights to privacy Merchant may have with respect to such matters. Merchant additionally waives any and all notices of sale of any such interest. Merchant further agrees that the purchaser of any such interest may enforce its interests irrespective of any personal claims or defenses that Merchant may have against Purchaser. 15 Merchants Bankruptcy; Court Approval; Effective Date. Notwithstanding anything to the contrary herein, Purchaser acknowledges and agrees that (i) it has been advised and is aware that Merchant is a debtor in possession in a chapter 11 bankruptcy case, In re TC Global, Inc., No. 12-20253 (the Bankruptcy Case), that is presently pending in the United States Bankruptcy Court for the Western District of Washington (the Bankruptcy Court); and (ii) this Agreement is specifically subject to approval of the Bankruptcy Court. The Effective Date of this Agreement shall be the date the Bankruptcy Court enters an order approving this Agreement. [End]

- Page 6 of 9 27391475\V-13 Case 12-20253-KAO

Agmt - A

1977 20121 xj224609w5.002

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 6 of 9

Schedule A to the Future Receivables Sales Agreement Doing Business As list

- Page 7 of 9 27391475\V-13

Agmt - A

1977 20121 xj224609w5.002

Case 12-20253-KAO

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 7 of 9

Schedule B to the Future Receivables Sales Agreement Merchants Locations

- Page 8 of 9 27391475\V-13

Agmt - A

1977 20121 xj224609w5.002

Case 12-20253-KAO

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 8 of 9

Schedule C to the Future Receivables Sales Agreement Deposit Accounts List

- Page 9 of 9 27391475\V-13

Agmt - A

1977 20121 xj224609w5.002

Case 12-20253-KAO

Doc 102-1

Filed 10/25/12

Ent. 10/25/12 17:06:10

Pg. 9 of 9