EX-10.3

Exhibit 10.3

[LENDER]

INVOICE DISCOUNTING AGREEMENT

We, [LENDER] (Company No.: [NUMBER]), whose registered address is at [ADDRESS] hereby agree with you, Wattbike Limited (Company No.: 05554245) of Unit 13 Nottingham South & Wilford Industrial Estate, Ruddington Lane, West Bridgford, Nottingham, Nottinghamshire, England, NG11 7EP that we shall provide you with Invoice Discounting facilities as requested by you upon the following terms and conditions:

The headings to clauses in this Agreement are for ease of reference only and do not affect or limit the meaning or extent of those clauses. Any Schedules, whenever dated, form part of this Agreement as if set out in full here and reference to this Agreement includes any. Definitions used in this Agreement are set out in clause 19 and in the panel set out above.

1 Invoice Discounting

1.1 You agree to Discount and we agree to buy all Debts owing to you at the Completion Date and all Debts arising throughout the duration of this Agreement together with all your Related Rights relating to such Debts. Whilst this Agreement continues you will not Discount, factor, sell, assign, charge or transfer any Debt or its Related Rights to any other person.

1.2 The ownership of each Debt and its Related Rights will vest in us automatically upon the Debt coming into existence or in the case of Debts owing to you at the Completion Date on that date. If for any reason any Debt and its Related Rights shall fail to vest in us effectively you shall hold such Debt and Related Rights on trust for us.

1.3 Forthwith on the Completion Date and as soon as a Debt arises you will Notify us of each Debt (in the way and form we specify) together with whatever evidence we may require of delivery of goods or performance of services in respect of that Debt.

1.4 We grant you authority to issue necessary credit notes for normal business purposes provided that you also deliver to us promptly copies of all credit notes issued and do not issue credit notes in excess of £1,000 without our prior written approval.

1.5 If we so request you will, at your expense, both before and after termination of this Agreement, execute, stamp and deliver to us a deed in a form that we approve legally assigning to us any Debt and its Related Rights and deliver to us any instrument, policies, deeds or securities included therein with any requisite endorsement or signature.

2 Disclosure

You will ensure that every Invoice or other notice requiring payment of a Debt is clearly endorsed to the effect that the relevant Debt has been Discounted, and payment is only to be made to us.

We may at any time give notice of Invoice Discounting to your Customers on your behalf and at your expense.

3 Disapproval and Approval

We may at the time of Notification or later by writing to you or by posting on your online access Disapprove any Debt by reason of age, dispute, funding limit or otherwise and at our discretion Approve any Disapproved Debt. If we Disapprove a Debt any Initial Payment made against such Debt becomes repayable to us immediately.

4 Payments

4.1 An Initial Payment less the Facility Charge will be made available to you as soon as we receive Notification in the case of an Approved Debt or when we Approve a Disapproved Debt.

4.2 We may withhold any Initial Payment:

(i) at the time of Notification, until we are satisfied with our enquiries as to the status of the Debt;

(ii) at any time, if it would mean that the Facility Limit or Customer Concentration for the relevant Customer would be exceeded if it were paid to you. Funding will become available once the Debt falls within the relevant limits.

4.3 A Second Payment will be made available to you in respect of payments received by us from your Customers as soon as we receive confirmation of cleared funds at our bank. In our discretion such payments may be deemed cleared four days after receipt.

4.4 All payments will be made to you in sterling unless otherwise agreed between us.

4.5 All payments will be made by BACS, faster pay or CHAPS. Each of these will attract a charge detailed in the Tariff.

5 Charges

5.1 You will pay to us:

(i) a Facility Charge for each Notified Debt calculated at the rate shown on the first page of this Agreement;

(ii) a Discount Charge referred to on the first page of this Agreement calculated at its daily equivalent on the excess of the total amount we have paid you plus our charges over the total amount received by us in respect of Notified Debts. Any payment to you of funds received before clearance will carry an additional discount charge for two days;

(iii) a Set-up Fee for establishing this facility in the amount shown on the first page of this Agreement, on the Completion Date;

(iv) a ReInvoice Discounting Fee at the rate shown on the first page of this Agreement, payable on the fifth day of each month, where any Customer has not by the ReInvoice Discounting Date paid us the Gross Book Value of a Debt whether Approved or Disapproved and we have not re-assigned the Debt to you;

(v) if this Agreement is terminated otherwise than by full notice at any time after the first anniversary of the Completion Date in accordance with clause 13.1, a sum equal to the amount by which the relevant proportion of the Minimum Annual Charge for the period from termination until the earliest date thereafter upon which this Agreement could have been terminated exceeds the Facility Charges payable for that period;

(vi) any of the standard charges payable in providing this facility as set out in our Tariff;

(vii) any external legal and other costs, on a full indemnity basis, incurred by us in entering into or in enforcing this Agreement including, if necessary, the collection of Debts due to us.

5.2 Any amount payable to us under the provisions of this Agreement is due and payable immediately unless otherwise provided.

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5.3 Any sums due from you to us shall until payment or set-off carry interest at a rate equivalent to the Discount Charge.

6 Collections

6.1 Until we tell you otherwise in relation to any Debt you do not have to give a notice of Invoice Discounting to your Customers, the first paragraph of clause 2 shall not apply, and you will deal with the collection of all outstanding Debts.

6.2 You agree to act confidentially as our undisclosed agent, at your expense, and as directed by us, to:

(i) administer all accounts of Customers in relation to Debts;

(ii) collect in and enforce payment of all outstanding Debts;

(iii) send out statements and reminders to your Customers;

(iv) deal with all Related Rights on our behalf and for our benefit;

(v) instruct your Customers to make all payments to the trust bank account we set up in your name; and

(vi) remit into the trust account all monies relating to Debts or Related Rights.

6.3 You undertake that you will not hold yourself out as our agent for any purpose other than as set out in clause 6.2 above, unless we agree with you otherwise in writing.

6.4 You will act properly and diligently in undertaking your duties as our agent and in particular you will maintain accurate and secure records in relation to the Debts and Related Rights.

6.5 You will within 10 days of the end of each month deliver to us, in a format agreed with us, an aged analysis of your purchase ledger together with the following:

(i) the sales ledger detailing all outstanding Debts on the last day of the previous month (or such other day as we tell you) with the invoice date of each Debt;

(ii) the relevant control account for the previous month reconciling the final balance with the sales ledger balance; and

(iii) copies of all statements sent or to be sent to your Customers showing details of each outstanding Debt by invoice and credit note and the full name and address of each Customer;

save that we may at our discretion decide not to require the preceding three categories of material until we so notify you in writing.

6.6 Until we have received all of the information referred to in clause 6.5 and we are satisfied with it, we may withhold any Initial Payment or other payment due to you or increase any reserve as we think fit.

6.7 This type of facility is dependent upon your exercising appropriate control over the collection of Debts from your Customers. You will ensure that your debt turn does not exceed the Agreed Debt Turn Target (the average number of days within which your Customers must pay Debts as agreed between us in writing) at any time. We may reduce the Initial Payment if your debt turn exceeds the Agreed Debt Turn Target.

6.8 Whilst acting as our agent you will ensure that:

(i) all monies received by you on account of the payment of any Debts will immediately be paid directly into our trust account or as otherwise directed by us into another bank account that we specify to you in writing;

(ii) any payments received into your bank account from Customers will be transferred immediately to our bank account and you agree to give an irrevocable letter of instruction to your bankers to ensure such transfer;

(iii) you will send to us each day copies of all remittance advices, cheques, transfer authorities and paying-in slips duly stamped by the relevant branch covering all payments received in relation to Debts;

(iv) all bank charges are for your account; and

(v) every bank at which you hold an account will send to us each week a copy of your relevant statements within seven days of the date of such statements.

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6.9 We may at any time cancel your agency, following which you will give a notice of Invoice Discounting to every relevant Customer (at the time of such cancellation and thereafter) and confirm that each Debt must be paid directly to us. We may give such notice of Invoice Discounting on your behalf and at your expense.

6.10 Following the termination of your agency (i) we shall have the sole right to collect all Debts and to enforce payment thereof in such manner and to such extent as we shall in our absolute discretion decide and to institute, defend or compromise in our name or your name and on such terms as we think fit any proceedings brought by or against us in relation to any Debt. You will assist our collection efforts as we so request but will not attempt to collect any outstanding Debt or interfere with our collection of the same; and (ii) you shall pay to us a collection fee equal to 10% of the gross invoice value of all outstanding Debts at the date we cancel your agency and on all Debts coming into existence at any future time.

6.11 You will not, under any circumstances, bank monies or otherwise endorse or negotiate any negotiable instruments howsoever received by you in respect of Debts for your own account but will immediately forward such monies and negotiable instruments to us and will hold such in trust for us until received by us.

6.12 If a Customer makes a general payment either to us or to you without any allocation of that payment we will appropriate it firstly against Debts, secondly against the discharge of your financial liability to us (if any) arising from obligations incurred under this Agreement and any balance as you wish. In any case in which Approved Debts and Disapproved Debts may be owing by the same Customer we shall be entitled, whether or not any appropriation has been made by the Customer, to appropriate any payment or other benefit received in discharge or on account of Debts owing by such Customer, and any credit or allowance granted by you to the Customer, in discharge of or on account of any Approved Debt in priority to any Disapproved Debt.

6.13 You agree not to waive or modify with a Customer your normal trading terms for payment of Debts without obtaining our prior written consent and in particular you will not without such consent extend the time for payment.

6.14 You hereby irrevocably authorise us to make payment in settlement of any credit balance which may arise on any Customer's account in our records, whether such credit balance arises from the issue of a credit note by you or otherwise.

6.15 You agree that following the Insolvency of any Customer we shall be entitled, for the purpose of securing repayment of any Value Added Tax invoiced to the Customer, to lodge a claim or proof of debt in your name for the amount of the Debt exclusive of Value Added Tax and that you will use your best endeavours to recover such Value Added Tax and shall promptly pay to us, and meanwhile hold on trust for us, any dividend received or Value Added Tax recovered by you.

7 Returns

If any goods the subject of an Invoice are returned or refused by a Customer you will set those goods aside from your own, mark them with our name as owner and hold them to our account until they are subsequently resold by you as our agent or we are paid all sums due to us under this Agreement.

8 Accounts and Set-Off

8.1 We will keep accounts to record these transactions, and may at any time without notice to you combine, consolidate or merge any accounts and liabilities to us and set-off any amount due to us from you (including as a customer of any of our clients) against any amount due to you from us in these accounts whether or not the amounts arise from this Agreement. If the amounts are in different currencies you agree we may convert at the prevailing rate of exchange of National Westminster Bank Plc. You will have online access to these accounts in accordance with clause 14.

8.2 Within 10 days from the last day of each month we will send you a statement of account which will be taken as conclusive evidence of the balance of your account at that stated date, unless within 10 days from receipt you notify us in writing of any discrepancy.

9 Records, Information and Authority

9.1 You agree that you will:

(i) keep proper books of account and allow us to inspect and copy these books and any related documents or information recorded otherwise than in writing whenever we wish. In particular you will make available to us for inspection the bank statements of all your bank accounts, the

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related cash book documentation and all documents relating to sales accounting, including the sales ledger, Invoices, credit notes, remittance advices, details of credit limits and all related correspondence;

(ii) cause a proper audit to be completed of the books of account for yourself and your subsidiaries (if any) for each financial year and send a report and accounts to us within six months from the end of each financial year;

(iii) if requested to do so by us, maintain and send to us monthly management accounts in a form acceptable to us within 21 days from the end of each month;

(iv) notify us in writing as soon as you become aware of any event which affects or may affect your warranties or our rights under this Agreement;

(v) report to us immediately about reclaimed, repossessed or returned merchandise, Customers' claims and other matters affecting the value of Debts;

(vi) disclose to us any existing charges on your assets and not give any new charges on your assets without first obtaining our written consent;

(vii) provide us with specimen signatures of persons authorised to sign any documents relating to this Agreement together with a board resolution authorising such person for this purpose and inform us immediately of any change in the signatories;

(viii) inform us immediately when there are any changes in your directors or company secretary or material changes in your ownership; a holding by an individual, firm or company of 10 per cent or more of your equity is for this purpose deemed to be material;

(ix) inform us of any company which becomes or ceases to be a related company, ie a company which either you control or which controls you or which is controlled by the same individual, firm or company which controls you;

(x) inform us of any Customer which is your Associate or an Associate of any of your directors;

(xi) comply with all conditions set out in the First Schedule (and any other Schedule as appropriate) and any other procedures we may require from time to time for the efficient running of the facility.

9.2 Until this Agreement is terminated, you agree that any of our staff or our authorised agents may at any time enter into any premises where you carry on your business or where any of your property is situated and (at your expense) inspect, verify and check and take copies of your books and records and all information relating to the Debts or your financial position.

9.3 If this Agreement was made as a result of your introduction to us by an introducer, then you agree that we may pay the introducer any commission due to the introducer for effecting the introduction. We will provide details of any commission paid on request by you.

10 Warranty and Recourse

10.1 You warrant that for each Debt we shall obtain a title to the amount owing to you and to all Related Rights which is valid, binding and enforceable, and in particular that there is no retention of title held by a supplier of goods which are the subject matter of that Debt.

10.2 You have told us about everything known to you which you knew or ought to have known would have been taken into account by us in deciding whether to enter into or continue with this Agreement.

10.3 You warrant that you have already performed all the obligations required for enforcement of each Debt and that each Customer will pay the full amount of each Debt by the Recourse Date with no allowance, set-offs (statutory or otherwise) or contra claims other than a cash discount not exceeding 5%.

10.4 You warrant that you have notified us of all disputes as and when they arise whether justified or not relating to Invoices.

10.5 You warrant that you will ensure that all your directors and officers will assist us in any way we may ask to collect any outstanding Debts or realise any Related Rights until your liability under the Agreement has been discharged.

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10.6 You undertake to ensure that the warranties given in this clause shall remain fulfilled in relation to all Debts arising during the currency of this Agreement.

10.7 If there is any breach of the warranties contained in this Agreement for any Debt or the full amount has not been paid by the Customer by the Recourse Date we may, without prejudice to any other rights, Disapprove the Debt. Amounts due from you to us on Disapproved Debts are repayable immediately.

11 Indemnity

You agree to indemnify us against any claim by any Customer and against any loss incurred by us as a result of entering into this Agreement. No forbearance or indulgence granted by us to you or to any Customer will in any way discharge you from your liabilities under this Agreement or establish a precedent.

12 Power of Attorney

You undertake to and hereby irrevocably appoint us as your Attorney both during and after termination of this Agreement, in your name and on your behalf, to execute or sign such deeds and documents, to complete or endorse such cheques and other instruments, to institute or defend such proceedings and to perform such other acts as we in our absolute discretion consider necessary or expedient in order to perfect our title to any Debt or its Related Rights or to secure performance of any of your obligations under this Agreement.

13 Termination

13.1 At any time after the first anniversary of the Completion Date and subject to our rights of immediate termination, either of us may give to the other three months written notice of intention to terminate this Agreement. After delivery of any notice to terminate this Agreement you will continue until the actual date of termination to Notify us of all Debts as they arise.

13.2 We may at any time by giving you written notice terminate this Agreement immediately if:

(i) you commit a breach of any term of this Agreement;

(ii) the nature, ownership or control of your business is in our view substantially changed;

(iii) any of our payments to you are not used in the ordinary course of your business;

(iv) you become Insolvent; or

(v) any person who has given us a guarantee or indemnity in respect of your liability to us under this Agreement serves upon us notice terminating the guarantee or indemnity or becomes Insolvent;

(vi) you fail to provide us with accounts within the required time period or you fail to allow us access to information which we deem necessary;

(vii) any person who has given us a waiver, release or priority relating to any security interest over any of your assets serves upon us notice withdrawing it;

(viii) we in our absolute discretion consider that your financial position has changed to the point at which we believe payment of any amounts payable or prospectively payable by you to us may be put at risk;

(ix) you fail to comply with the enduring conditions as stated in the First Schedule.

13.3 Termination of this Agreement will not affect any rights, obligations or liabilities of either you or us in relation to any Debt and this Agreement will continue to bind us both so long as is necessary to give effect to such rights, obligations and liabilities. We shall continue to have the sole right to collect all Debts until such time as all amounts payable or prospectively payable by you to us have been paid.

13.4 Upon termination you shall become liable forthwith to repurchase at the value Notified to us all Debts then outstanding, whether Approved or Disapproved, together with the Related Rights save that none of the said Debts and Related Rights shall re-vest in you until the repurchase price has been paid. If you are unable to pay the repurchase price immediately, and it becomes necessary for us to collect outstanding Debts, we shall be entitled to charge a collection fee for so doing at a rate of 10% of the total Debts outstanding.

13.5 If at any time we become entitled to terminate this Agreement under clause 13.2 whether the Agreement is terminated or not, we may at our sole discretion:

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(i) withhold payments due to you under clause 4 as security for the satisfaction of any amount payable or prospectively payable by you to us whether under this Agreement or otherwise;

(ii) Disapprove any Debts then unpaid and require from you immediate repayment of all Initial Payments made in respect of them;

(iii) increase the Discount Charge by 5%;

(iv) reduce the Initial Payment percentage;

(v) require that no credit note be issued by you;

(vi) at your expense, attend or appoint accountants or others to attend any premises to investigate your financial position and verify any Debts; or

(vii) require you to repurchase all Debts unpaid at the value Notified to us.

14 Online Access

14.1 To speed up and simplify communications between you and us we grant you a licence to use an online access link to enable data to be transmitted electronically solely for the purposes of this facility. You will be responsible for all equipment and software used by you to gain access to the link.

14.2 Unless we specify otherwise, you will Notify us electronically via the online access link each Debt and Related Rights in accordance with clause 3 and have access to the data posted by us in your accounts we maintain for you in accordance with clause 8. You agree and accept that the Notification will be treated as containing the following notice to us: "In accordance with the terms of our Agreement we Notify you of, and if we are a partnership or sole trader, we assign to you, each of the Debts specified in this Notification. We confirm that all the warranties and undertakings contained in the Agreement relating to the Debts have been complied with and in particular the goods and/or services have been delivered and/or performed prior to the date of this Notification."

14.3 We have safeguards in place to keep data secure and confidential to you and us. In relation to such data, you agree to:

(i) adhere to all procedures we may specify;

(ii) set up and maintain your own procedures regarding secure storage, retrieval and authorised users;

(iii) keep confidential any user identifications, passwords and other security measures; and

(iv) inform us immediately if you suspect any unauthorised access to or corruption of such data.

14.4 You will ensure that all communications to us via the online access link are correct and complete and only sent by authorised persons. We may, however, rely upon any communication sent by you and you agree to indemnify us against any loss incurred by us as a result of so doing. You also agree to indemnify us for any loss arising from our failure to receive any communication from you.

14.5 We may, at any time, without notice or liability to you, change, suspend or remove your online access link. No further data will be transmitted electronically between you and us until we inform you otherwise.

14.6 We will not be liable to you for any failure or delay in respect of the online access link which is caused directly or indirectly by:

(i) the failure or malfunction of any person's equipment, software, telephone line or other link;

(ii) any error or discrepancy in any data sent or received by us; and/or

(iii) any abnormal operating conditions or unforeseen event.

14.7 The following terms are used in the online access link and the equivalent terms used in this Agreement are set out alongside:

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15 Variation

Any variation of this Agreement, except as provided herein, may only be effected by endorsement hereon or otherwise in writing signed by or on behalf of both of us.

16 Transfer

You may not assign, charge or otherwise deal with this Agreement or your rights and obligations hereunder without our prior written consent. We shall be entitled to assign this Agreement or any of our rights and obligations hereunder without your consent.

17 Notices

17.1 Any written notice or demand required or permitted to be given or made by us to or on you will be validly served or made if handed to any of your officers or if delivered or sent by first class prepaid post to your address stated in this Agreement or to any address at which you carry on business or to your registered office or if transmitted by e-mail or other electronic means to any e-mail or electronic address of you made known to us by you at any time. Any such notice or demand, if served personally, will take effect upon service and, if sent by post, within 48 hours of the time of its posting and, if transmitted by email or other electronic means, upon its transmission.

17.2 Any notice required or permitted to be given by you to us will be validly given if sent to us at our registered office by prepaid first class post and will be effective upon its receipt by us.

18 Data Protection

You will at all times comply with your obligations towards data subjects under the EU General Data Protection Regulation 2016/679, the Data Protection Act 2018 and any regulations made pursuant thereto (in each case as amended or superseded), together with any other applicable law relating to data protection, and in particular will ensure that all individuals with whom you deal as Customers or otherwise have been or will be informed about how you may pass data about them to us and how we use and process it.

19 Definitions

"Approved Debt" means any Debt in respect of which an Initial Payment has been made available and is not a Disapproved Debt and "Approve/Approved" in relation to a Debt shall be construed accordingly;

"Associate" means any partner, director, shareholder or employee of you or a person whose relationship to you is within the meaning of associate as defined by Section 1152 of the Companies Act 2006 and "Associated" will be construed accordingly;

"Completion Date" means the date this facility begins as shown on the first page of this Agreement;

"Control" has the meaning given to it in Section 840 Income and Corporation Taxes Act 1988;

"Credit Protection" means the Debt protection facility set out in a second Schedule which we may provide from the Completion Date or later as shown on the first page of this Agreement;

"Customer" means any person to whom you sell goods or render services;

"Customer Concentration" means the percentage of outstanding Approved Debts which the amount of Initial Payments for outstanding Debts of one Customer should not exceed, as shown on the first page of this Agreement;

"Debt" means an amount whether or not presently payable which becomes due to you from a sale of goods (other than your capital assets) or a rendering of services by you in the ordinary course of your business to Customers in countries previously approved by us in writing, the value of which is normally evidenced by the Gross Book Value of each Invoice;

"Disapproved Debt" means any Debt which at the time of Notification or subsequently has not been Approved for the purpose of an Initial Payment and "Disapprove/Disapproved" in relation to a Debt shall be construed accordingly;

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"Discount/Discounted/Invoice Discounting" means the sale and transfer of title of all Debts and their Related Rights from you to us;

"Facility Limit" means the total amount of Initial Payments available to you at any time as shown on the first page of this Agreement;

"Gross Book Value" means the total amount of a Debt including VAT and before deduction of any agreed allowances for prompt payment or otherwise as appears on the face of an Invoice;

"Initial Payment" means a payment on account of the purchase price of an Approved Debt up to the percentage shown on the first page of this Agreement;

"Insolvent" means: (i) in relation to any company, the presentation of a petition to wind up the company; or the calling of a meeting to pass any resolution to wind up the company; or the appointment of a receiver or administrative receiver in respect of all or any part of a company's undertaking, assets or property or the making of any application or order for or in relation to the appointment of an administrator under the Insolvency Act 1986; or (ii) in relation to an individual or partnership, the committing of an act of or the issue of a petition for bankruptcy or sequestration; or the making of any application or order for or in relation to any voluntary arrangement under the Insolvency Act 1986; or (iii) in relation to any company, individual or partnership, allowing a security holder or encumbrancer to take possession of any assets or the suffering of distress, execution, diligence or sequestration or other legal process upon any assets; or ceasing or threatening to cease to carry on business; or the making of any arrangement or composition with or for the benefit of creditors or the calling of a meeting for the same whether formal or informal; or giving notice of the intended suspension of payment of debts; or allowing any judgement or decree or order of any Court or Tribunal for payment of money to remain unsatisfied for seven days or more and "Insolvency" shall be construed accordingly;

"Invoice" means the document or documents from you to your Customer evidencing, and requiring payment of, any Debt;

"Notify/Notified/Notification" means in relation to any Debt the specification by you to us of such Debt in the form required by us in clause 1.3;

"Related Rights" means all instruments and securities held by you in connection with a Debt, the benefits of any policy of credit and/or export insurance, the rights of possession of any ledger and any computer data on which a Debt is recorded and any document evidencing the Debt and all your rights for enforcing payment of the Debt together with all title to goods or right of lien, stoppage in transit or recovery of possession arising in your favour as an unpaid seller;

"Second Payment" means the amount received by us in payment of a Debt less any Initial Payment made and any charges due to us;

"Tariff" means our list of charges we give to you and which we may vary from time to time on notice to you.

20 Complaints

We are a member of UK Finance of 1 Angel Court, London, EC2R 7HJ and conduct our business in full compliance with the UK Finance Code for Members. If for any reason you feel you have cause to complain about us or our performance under this Agreement then you may in the first instance refer the matter to our Operations Director/Client Services Director for their immediate attention. Alternatively you will find details of the UK Finance Code for Members and Guidance to UK Finance's Code and its complaints procedures on the UK Finance website at www.ukfinance.org.uk.

21 Governing Law

This Agreement is to be governed by and construed in all respects in accordance with the laws of England and Wales.

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To show our agreement to these terms we and you have executed this document as a deed on the 01/10/2026.

Executed as a Deed by Wattbike Limited acting by a Director:

Executed as a Deed by [LENDER] acting by a Director/Authorised Signatory:

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[LENDER]

INVOICE DISCOUNTING AGREEMENT

First Schedule

Pre-Conditions

You agree to:

1. Debenture in respect of Wattbike Limited.

2. Corporate Guarantee from Interactive Strength Inc.

3. Corporate Guarantee and Debenture from Wattbike Holdings Limited.

4. Corporate Guarantee and Debenture from Wattbike IP Limited.

5. Personal Indemnity from Stephen Loftus and Trent Ward.

6. We require that searches be carried out on all directors, shareholders and guarantors to our satisfaction.

7. We require sight of personal identification for all directors and relevant officers, shareholders with 25% or more of the shareholding and guarantors in a form acceptable to us.

8. Confirmation that you are fully up to date with your payments to HMRC in respect of your PAYE and VAT liabilities. You must also provide us at the same time with copies of the relevant returns and evidence of payment via bank statement.

9. You shall provide us with a debtor name and address list with full trading styles, landline numbers and email contact details.

10. Sight and satisfaction of your Company stationery including Letterhead, sales Invoice and Delivery Note. Your sales invoice should clearly state your agreed terms of payment.

11. Full itemised USD bank statement to be provided for the last 2 months for account ending in 0460.

12. Summary and detailed ledger in PDF format to be provided.

13. You agree to provide us with your consent to connect to Open Banking, refreshable every 90 days.

14. We shall require full verification of your sales ledger prior to our initial prepayment.

15. Documents which satisfy us that you hold all the relevant licences, certificates, accreditations and insurances stipulated by your customers and/or by law that are required by you to trade in the ordinary course of business.

16. We shall require the drawing of our facility be coterminous with [OTHER LENDER 1] facility in order to repay [PRIOR LENDER] and each lenders funds to be held at solicitors in escrow prior to repayment of the facility. Legal costs will be to be borne by you.

17. We shall require confirmation from [PRIOR LENDER] that they will release their debenture and have no interest or lien over the book debts of Wattbike Ltd upon receipt of our initial payment.

18. We shall require sight of the formal offers from [OTHER LENDER 1] and [OTHER LENDER 2] and be satisfied with the preconditions prior to going to formal documentation.

19. You are required to perform a "tidy up" exercise on your sales ledger with the necessary adjustments and allocations made to our satisfaction.

20. Invoices relating to 60/40 terms to be excluded from take on ledger and converted to normal trading terms post commencement to enable incorporation into the IF facility.

Additional Conditions

You agree to:

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1. You shall hold copies of all your Sales Invoices and Credit Notes to support schedule uploads, along with supporting paperwork and completion notes to our order. We may request copies of these from time to time.

2. You shall pay us an arrangement fee of £500 which will be debited from your first payment.

3. The Concentration Limit for [Customer] will be increased to 45% subject to satisfactory ongoing debt performance and can be reviewed at any time.

4. Where invoices are raised in stages against your debtors Purchase Order, we require you to incorporate a "Divisibility Clause" within your standard Terms & Conditions; the wording to be in our standard format.

5. Export percentage is limited to 50% of the gross value of the debtor ledger with sales to agreed territories and satisfactory bdp limits of the debtors.

6. A trust account charge of 0.02% of all Customer cash collections received into the trust account will be charged to your facility on the last working day of each month, or before if the Agreement ends for any reason. The trust account will be in your Company name but will be under our control with sole rights of withdrawal.

7. For export debt Inco terms shall be detailed on your invoices, and we will only fund invoices once the correct paperwork has been issued to support.

8. Monthly Management Accounts to be provided within 28 days after the end of the month to include: Balance Sheet; Profit and Loss Statement.

9. Ensure that, if appointed by us to act as our agent to collect debts on our behalf, that your debt turn does not exceed the Agreed Debt Turn of 45 days at any time. We reserve the right to reduce the Initial Payment if your debt turn exceeds the Agreed Debt Turn (Please note: The Agreed Debt Turn is the average number of days within which your debtors must pay debts as agreed between us in writing).

10. We will require that your facility be audited every 6 months with the cost being borne by you.

11. Provide a Monthly management information pack within 10 days of the period end which must include:

– Summary Aged Debtor Report

– Detailed Aged Debtor Report

– Summary Aged Creditor Report

– Bank Statements in PDF format unless signed up for Open Banking

– Confirmation of the status of your PAYE/VAT liabilities

– Month end credit control report – with commentary on all debts 60 days and over

– Current position of [LENDER] repayments and [LENDER] position

12. Sales Ledger Credit Notes, Credit Journal Adjustments or any other form of Dilution does not exceed 4% in any rolling 3-month period.

13. In addition to the provisions of Condition 3 of the Standard Terms and Conditions, the following debts will be non-Notified:

– Private individuals

– Associated Companies and connected parties

– Reciprocal trading accounts

– Export debts

– Deposit debtors

Signed as incorporated into the Invoice Discounting Agreement between [LENDER] and Wattbike Limited.

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