LOAN AGREEMENT (ACH Repayment) (California)
Exhibit 10.28
Contract#: 1158251
Sales Partner: House Account
LOAN AGREEMENT (ACH Repayment) (California)
Agreement dated May 21 2018 between Strategic Funding Source, Inc. ("SFSI") and the borrower listed below ("Borrower").
(Month)(Day)(Year)
BORROWER INFORMATION
Borrower's Legal Name: PURA NATURALS, INC.
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D/B/A: Pura Naturals
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State of Incorporation / Organization: CA
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Type of entity: Corporation
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Physical Address: 00000 Xxxx Xxxxxx Xx Xxx
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Xxxx: Xxxx Xxxxxx
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Xxxxx: CA
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Zip: 92630-2898
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100
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Mailing Address:
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City:
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State:
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Zip:
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Date business started (mm/yy): 12/2005
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Federal ID# 00-0000000
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Monthly Total Sales _____________
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Monthly Card Sales ________
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Monthly Cash Sales _________
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LOAN TERMS
For value received, Borrower hereby promises to pay to SFSI, as the lead creditor, for itself and other co-investors (collectively the Funders), the principal amount specified below ("Loan Amount"), plus interest, in lawful money of the United States. Borrower shall deliver the principal and interest amount specified below (the "Repayment Amount") to SFSI from the payment of monies from Borrower's customers' and/or other third party (the "Receipts" defined as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the Borrower's business), for the payment of Borrower's sale of goods or services.
The Repayment Amount shall be paid to SFSI by Borrower's irrevocably authorizing only one depositing account acceptable to SFSI (the "account") to remit the percentage specified below (the "Specified Percentage") of the Borrower's settlement amounts due from each transaction, until such time as SFSI receives payment in full of the Repayment Amount. Borrower hereby authorizes SFSI to ACH Debit the specified remittances from the Borrower's bank account on a daily basis and will provide SFSI with all required access codes. Borrower understands that it is responsible for ensuring that the specified percentage to be debited by SFS remains in the account and will be held responsible for any fees incurred by SFSI resulting from a rejected ACH attempt or an event of default. (See Appendix A) SFSI is not responsible for any overdrafts or rejected transactions that may result from SFSI' ACH debiting the specified amounts under the terms of this agreement. SFSI will debit the specific daily amount every business day and upon receipt of the Borrower's monthly bank statements to reconcile the Borrower's account by either crediting or debiting the difference from or back to the Borrower's bank account so that the amount debited per month equals the specified percentage. It is solely the Borrower's responsibility to send all their bank statements and a missed month forfeits all future reconciliations. SFSI may, upon Borrower's request, extend the time for any payment due under this Agreement for such time as SFSI, in its sole discretion, deems appropriate. Notwithstanding anything to the contrary in this Agreement or any other agreement between SFSI and its Funders and Borrower, upon the occurrence of an Event of Default under Section 4 of the LOAN AGREEMENT TERMS AND CONDITIONS, the Specified Percentage shall equal 100%.
*** Obtaining another Cash Advance or similar financing, secured or unsecured during the performance of this agreement shall constitute an
Event of Default.***
Loan Amount: $28,500.00
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Repayment Amount: $40,470.00
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Specific Daily Repayment Amount: $165.00
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THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE "LOAN AGREEMENT TERMS AND CONDITIONS", THE "SECURITY AGREEMENT AND GUARANTY", AND "ADMINISTRATIVE FORM" ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS AGREEMENT.
MERCHANT #1
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By Xxxxxx Xxxxxxx O1_SIG
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/s/ Xxxxxx Xxxxxxx | |
(Print Name and Title)
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(Signature)
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MERCHANT #2
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By O2_SIG
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(Print Name and Title)
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(Signature)
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OWNER/GUARANTOR #1
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By Xxxxxx Xxxxxxx O1_SIG
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/s/ Xxxxxx Xxxxxxx | |
(Print Name and Title)
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(Signature)
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OWNER/GUARANTOR #2
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By O2_SIG
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(Print Name and Title)
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(Signature)
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STRATEGIC FUNDING SOURCE, INC.
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By
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(Company Officer)
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(Signature)
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Each of above-signed Borrower and Owner/Guarantor represents that he or she is authorized to sign this Agreement for Borrower and that the information provided herein and in all of SFSI's forms is true, accurate and complete in all respects. SFSI may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Borrower via Bank.
ANY MISREPRESENTATION MADE BY BORROWER OR ANY OWNER/GUARANTOR IN CONNECTION WITH THIS AGREEMENT MAY CONSTITUTE A SEPARATE CAUSE OF ACTION FOR FRAUDULENT INDUCEMENT TO PROVIDE FINANCING.
SFS-California ACH Loan 1-25-2016 Page 1 of 8
Page 1 of 8
LOAN AGREEMENT TERMS AND CONDITIONS
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I. TERMS OF ENROLLMENT IN PROGRAM
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1.8 No Liability. In no event will Bank or SFSI, nor
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("Advisor"), provided such Advisor uses such
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1.1 Borrower Deposit Agreement. Borrower shall
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any of the Funders be liable for any claims asserted by
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information solely for the purpose of advising
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execute an agreement (the "Borrower Deposit
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Borrower under any legal theory for lost profits, lost
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Borrower and first agrees in writing to be bound by
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Agreement") acceptable to SFS, with a Bank
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revenues, lost business opportunities, exemplary,
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the terms of this Section 1.13.
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acceptable to SFS, to obtain electronic fund transfer
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punitive, special, incidental, indirect or consequential
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1.14 Publicity. Borrower and each Owner/Guarantor
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services. Borrower shall provide SFS and/or its
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damages, each of which is waived by Borrower and
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authorizes SFSI to use its, his or her name in a listing
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authorized agent with all of the information,
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Owner/Guarantor.
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of clients and in advertising and marketing materials.
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authorizations and passwords necessary for verifying
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1.9 Reliance on Terms. Section 1.1, 1.7, 1.8, 2.5, and
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1.15 D/B/A's. Borrower hereby acknowledges and
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Borrower's receivables, receipts and deposits into the
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4.6 of this Agreement are agreed to for the benefit
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agrees that SFSI may be using "doing business as" or
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account. Borrower shall authorize SFS and/or it's
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of Borrower, SFSI and its Funders and Bank, and
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"d/b/a" names in connection with various matters
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agent to deduct the amounts owed to SFS for the
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notwithstanding the fact that Bank is not a party
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relating to the transaction between SFSI and
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Receipts as specified herein from settlement amounts
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of this Agreement, Bank may rely upon their terms
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Borrower, including the filing of UCC-1 financing
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which would otherwise be due to Borrower from
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and raise them as a defense in any action.
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statements and other notices or filings.
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electronic check transactions and to pay such amounts
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1.10 Savings Clause. In no event shall the aggregate
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II. REPRESENTATIONS, WARRANTIES AND
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to SFS by permitting SFS to withdraw the specified
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amount of interest charged or collected hereunder
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COVENANTS Borrower and each Owner/Guarantor
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percentages by ACH debiting of the account. The
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exceed the highest rate permissible at law. In the
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represents, warrants and covenants that as of this date
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authorization shall be irrevocable without the written
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event that a court determines that SFSI has charged or
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and during the term of this Agreement:
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consent of SFS.
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received interest hereunder in excess of the highest
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2.1 Financial Condition and Financial Information.
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1.2 Term of Agreement. This Agreement shall have a
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applicable rate, the rate in effect hereunder shall
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Its financial statements, copies of which have been
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term of one year. Upon the expiration of the term, this
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automatically be reduced to the maximum rate
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furnished to SFSI, and future statements which will be
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Agreement shall automatically renew for successive
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permitted by applicable law and SFSI shall promptly
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furnished hereafter at the request of SFSI, fairly
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one-year terms, provided, however, that during the
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refund to Borrower any interest received by SFSI in
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represent the financial condition of Owner/Guarantor
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renewal term(s) Borrower may terminate this
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excess of the maximum lawful rate, it being intended
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and Borrower at such dates, and since those dates
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Agreement upon ninety days' prior written notice
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that Borrower not pay or contract to pay, and that
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there has been no material adverse change, financial
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(effective upon receipt) to SFSI. The termination of
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SFSI not receive or contract to receive, directly or
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or otherwise, in such condition, operation or
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this Agreement shall not affect Borrower's
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indirectly in any manner whatsoever, interest in excess
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ownership of Borrower. Borrower has a continuing,
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responsibility to satisfy all outstanding obligations
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of that which may be paid by Borrower under
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affirmative obligation to advise SFSI of any material
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(including the Loan Amount and accrued interest) to
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applicable law.
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adverse change in its financial condition, operation or
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SFSI at the time of termination.
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1.11 Power of Attorney. Borrower irrevocably appoints
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ownership. Borrower's failure to do so is a material
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1.3 Additional Loans. SFSI reserves the right to
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SFSI as its agent and attorney-in-fact with full
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breach of this Agreement.
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rescind the offer to make additional loans hereunder,
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authority to take any action or execute any instrument
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2.2 Governmental Approvals. Borrower is in
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in its sole discretion.
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or document to settle all obligations due to SFSI from
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compliance and shall comply with all laws and has
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1.4 Bridge Account. Borrower may be required to open
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Bank, or upon the occurrence of an Event of Default
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valid permits, authorizations and licenses to own,
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a new bank account into which the Specified
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under Section 4 hereof, to settle all obligations due to
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operate and lease its properties and to conduct the
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Percentage of the settlement amounts will be
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SFSI from Borrower, under this Agreement, including
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business in which it is presently engaged.
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deposited (the "Bridge Account"). Borrower
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without limitation (i) to obtain and adjust insurance;
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2.3 Authorization. Borrower, and the person(s) signing
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appoints SFSI as "Acting Agent" over the Bridge
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(ii) to collect monies due or to become due under or in
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this Agreement on behalf of Borrower, have full
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Account, and shall instruct the Bank to designate
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respect of any of the Collateral (as defined in the
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power and authority to execute this Agreement and to
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the Bridge Account as the depository account for
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Security Agreement and Guaranty); (iii) to receive,
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incur and perform the obligations under this
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all transactions. Borrower assumes all
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endorse and collect any checks, notes, drafts,
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Agreement, all of which have been duly authorized.
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responsibility for all fees, costs, charge-backs or
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instruments, documents or chattel paper in connection
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2.4 Insurance. Borrower will maintain businessinterruption
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suspicious items processed through the Bridge
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with clause (i) or clause (ii) above; (iv) to sign
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insurance naming SFSI as loss payee and
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Account (see "Miscellaneous Service Fees"
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Borrower's name on any invoice, xxxx of lading, or
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additional insured in amounts and against risks as are
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paragraph 3.7) Borrower agrees to maintain a
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assignment directing customers or account debtors to
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satisfactory to SFSI and shall provide SFSI proof of
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minimum balance in the Bridge Account (the
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make payment directly to SFSI; and (v) to file any
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such insurance upon request.
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"Minimum Balance") equal to the per-month
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claims or take any action or institute any proceeding
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2.5 Borrower Processing Agreement and
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average of all fees charged to Borrower by Bank,
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which SFSI may deem necessary for the collection of
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Arrangements. Without SFSI's prior written consent,
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averaged over a six-month period.
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any of the unpaid Repayment Amount from the
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Borrower will not (i) change the card Bank through
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1.5 Financial Condition. Owner/Guarantor and
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Collateral, or otherwise to enforce its rights with
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which the major cards are settled from Bank to
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Borrower authorize SFSI, its agents and
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respect to payment of the Repayment Amount.
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another card Bank; (ii) permit any event to occur that
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representatives and any credit reporting agency
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1.12 Protection of Information. Borrower and each
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could cause diversion of any of Borrower's card
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engaged by SFSI, to investigate their creditworthiness,
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person signing this Agreement on behalf of Borrower
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transactions from Bank to another Bank; (iii) change
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financial responsibility and history, and they agree to
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and/or as Owner/Guarantor, in respect of himself or
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its arrangements with Bank or amend the Borrower
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provide SFSI any financial statements, tax returns,
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herself personally, authorizes SFSI to disclose to any
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Processing Agreement in any way that is adverse to
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references, or other financial information, as SFSI
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third party information concerning Borrower's and
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SFSI; (iv) add card processing terminals; (v) use
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deems necessary prior to or after execution of this
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each Owner's/Guarantor's credit standing (including
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multiple card processing terminals; (vi) change its
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Agreement. A photocopy of this authorization will be
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credit bureau reports that SFSI obtains) and business
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financial institution or bank account(s) (including the
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deemed as acceptable for release of credit and
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conduct. Borrower and each Owner/Guarantor hereby
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Bridge Account); (vii) take any other action that could
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financial information. Borrower and Owner/Guarantor
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waives to the maximum extent permitted by law any
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have any adverse effect upon Borrower's obligations
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authorize SFSI to update their credit and financial
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claim for damages against SFSI or any of its affiliates
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under this Agreement; or (viii) take any action, fail to
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profile from time to time in the future, as SFSI deems
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and Funders relating to any (i) investigation
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take any action, or offer any incentive—economic or
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appropriate. An investigative or consumer report may
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undertaken by or on behalf of SFSI as permitted by
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otherwise—the result of which will be to discourage
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be made in connection with this Agreement.
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this Agreement or (ii) disclosure of information as
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the use of cards that are settled through Bank, or to
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1.6 Transactional History. Borrower authorizes their
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permitted by this Agreement.
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induce any customers to pay for Borrower's services
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Bank to provide SFSI with Borrower's banking
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1.13 Confidentiality. Borrower understands and agrees
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with any means other than cards that are settled
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history.
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that the terms and conditions of the products and
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through Bank, or permit any event to occur that could
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1.7 Indemnification. Borrower and each
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services offered by SFSI, including this Agreement,
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have an adverse effect on the use, acceptance, or
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Owner/Guarantor jointly and severally indemnify and
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the Security Agreement and Guaranty and any other
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authorization of cards for the purchase of Borrower's
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hold harmless Bank, its officers, directors and
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SFSI documents (collectively, "Confidential
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services and products. Any such change, action or
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shareholders against all losses, damages, claims,
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Information") are proprietary and confidential
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inaction shall be a material breach of this Agreement.
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liabilities and expenses (including reasonable
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information of SFSI. Accordingly unless disclosure is
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2.6 Change of Name, Location or Jurisdiction of
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attorney's fees) incurred by Bank resulting from (a)
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required by law or court order, Borrower shall not
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Organization. Borrower will not conduct Borrower's
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claims asserted by SFSI for monies owed to SFSI
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disclose Confidential Information to any person other
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businesses under any name other than as disclosed to
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from Borrower and (b) actions taken by Bank in
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than an attorney, accountant, financial advisor or
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the Bank and SFSI, change any of its places of
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reliance upon information or instructions provided by
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employee of Borrower who needs to know such
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business, or change its jurisdiction of organization.
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SFSI.
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information for the purpose of advising Borrower
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Page 2 of 8
2.7 Daily Batch Out. Borrower will batch out receipts
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2.18 Use of Proceeds. Borrower will conduct its
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Court and execute thereon; and (v) SFSI may exercise
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with the Bank on a daily basis.
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business and use the Loan Amount in the ordinary
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its rights under the Assignment of Lease. All rights,
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2.8 Estoppel Certificate. Borrower will at any time,
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course of its business, consistent with past practice.
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powers and remedies of SFSI in connection with this
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and from time to time, upon at least one (1) day's
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2.19 Accuracy of Information. All information
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Agreement and the Security Agreement and Guaranty
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prior notice from SFSI to Borrower, execute,
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provided by Borrower and each Owner/Guarantor to
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may be exercised at any time by SFSI after the
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acknowledge and deliver to SFSI and/or to any other
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SFSI herein, in the Security Agreement and Guaranty,
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occurrence of an Event of Default, are cumulative and
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person, firm or corporation specified by SFSI, a
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and in all other SFSI forms is true, accurate and
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not exclusive, and shall be in addition to any other
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statement certifying that this Agreement is unmodified
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complete in all respects.
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rights, powers or remedies provided by law or equity.
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and in full force and effect (or, if there have been
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III. EVENTS OF DEFAULT AND REMEDIES
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3.3 Costs. Borrower and Owner/Guarantor shall pay to
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modifications, that the same is in full force and effect
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3.1 Events of Default. The occurrence of any of the
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SFSI all reasonable costs associated with (a) a breach
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as modified and stating the modifications) and stating
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following events shall constitute an "Event of
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by Borrower or Owner/Guarantor of the
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the dates which the Repayment Amount or any portion
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Default" hereunder: (a) Borrower or Owner/Guarantor
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representations, warranties and covenants in this
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thereof has been repaid.
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violates any term, covenant or condition in this
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Agreement and the Security Agreement and Guaranty
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2.9 No Bankruptcy or Insolvency. As of the date of
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Agreement or the Security Agreement and Guaranty;
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and the enforcement thereof, and (b) the enforcement
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this Agreement, Borrower. and Guarantors represent
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(b) any representation or warranty by Borrower or
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of SFSI's remedies set forth in Section 3.2 above,
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that they are not Insolvent and have not filed any
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Owner/Guarantor in this Agreement or the Security
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including but not limited to court costs and attorneys'
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petition for bankruptcy protection under Title 11 of
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Agreement and Guaranty shall prove to have been
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fees.
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the United States Code and there has been no
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incorrect, incomplete, false or misleading in any
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3.4 Required Notifications. Borrower and
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involuntary petition brought or pending against
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material respect when made; (c) Borrower or
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Owner/Guarantor are required to give SFSI
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Borrower. Borrower further warrants that it does not
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Owner/Guarantor admits its inability to pay its debts,
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written notice within 24 hours of any filing by
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anticipate filing any such bankruptcy petition and it
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or makes a general assignment for the benefit of
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Borrower or Owner/Guarantor under Title 11 of
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does not anticipate that an involuntary petition will be
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creditors; or any proceeding shall be instituted by or
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the United States Code. Borrower is required to
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filed against it.
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against Borrower or Owner/Guarantor seeking to
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give SFSI seven days' written notice prior to the
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2.10 Other Financing . Borrower shall not enter into
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adjudicate it bankrupt or insolvent, or seeking
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closing of any sale of all or substantially all of the
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any arrangement, agreement or commitment that
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reorganization, arrangement, adjustment, or
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Borrower's assets or stock. Borrower is required
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relates to or involves Receipts, whether in the form of
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composition of it or its debts; (d) Owner/Guarantor
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to give SFSI fourteen days' written notice prior to
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a purchase (such as a merchant cash advance) or a
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sends a notice of termination of the Security
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the suspension, dissolution or terminations its
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loan against, or the sale or purchase of credits against,
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Agreement and Guaranty; (e) Borrower suspends,
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business.
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any Receipts, cash deposits or future card or mobile
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dissolves or terminates its business; (f) Borrower sells
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3.5 Default Fee. Upon the Occurrence of any Event of
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payment sales with any party other than SFSI without
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all or substantially all of its assets; (g) Borrower
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Default, and written notice to Borrower thereof,
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its written permission.
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makes or sends notice of any intended bulk sale or
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Borrower shall pay to SFSI a default fee ("Default
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2.11 Unencumbered Receipts. Borrower has good and
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transfer by Borrower; (h) Borrower performs any act
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Fee") of $2,500. This Default Fee shall be payable on
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marketable title to all Receipts, free and clear of any
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that encumbers the cash flow of the business placing
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demand and stand in addition to any other fees or
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and all liabilities, liens, claims, changes, restrictions,
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undue stress on the viability of the operations and
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penalties outlined within this Agreement, the Security
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conditions, options, rights, mortgages, security
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reduces the value of the Collateral or the security
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Agreement or Guaranty.
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interests, equities, pledges and encumbrances of any
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interest granted in the Collateral under the Security
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3.6 Bank Change Fee. Borrower shall pay to SFSI
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kind or nature whatsoever or any other rights or
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Agreement and Guaranty;; (i) Owner/Guarantor
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$5,000.00 in the event that Borrower (i) uses multiple
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interests that may be inconsistent with the transactions
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performs any act that reduces the value of the
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Bank accounts for deposits without the prior written
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contemplated with, or adverse to the interests of,
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Additional Collateral (as defined in the Security
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consent of SFSI, or (ii) changes its Bank without the
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SFSI.
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Agreement and Guaranty) or the security interest
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prior written consent of SFSI. Such Bank Change Fee
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2.12 Business Purpose. Borrower is a valid business in
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granted in the Additional Collateral under the Security
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(i) shall be due and payable to SFSI on demand, (ii) is
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good standing under the laws of the jurisdictions in
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Agreement and Guaranty; (j) Borrower or
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not exclusive of, and is cumulative with, any other fee
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which it is organized and/or operates, and Borrower is
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Owner/Guarantor performs any act that reduces the
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or amount paid or payable to SFSI by Borrower
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entering into this Agreement for business purposes
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value of the Cross-Collateral (as defined in the
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pursuant to this Agreement or the Security Agreement
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and not as a consumer for personal, family or
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Security Agreement and Guaranty); (k) Borrower or
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and Guaranty; and (iii) shall not be construed as a
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household purposes.
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any Owner/Guarantor files any petition for bankruptcy
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waiver of any Event of Default hereunder or under the
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2.13 Default Under Other Contracts. Borrower's
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under the United States code or an involuntary
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Security Agreement and Guaranty or as otherwise
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execution of or performance under this Agreement
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petition for bankruptcy has been brought or is pending
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operating to reduce or limit SFSI's rights or remedies
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will not cause or create an event of default by
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against Borrower or any Owner/Guarantor; or (l)
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provided for hereunder, under the Security Agreement
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Borrower under any contract with another person or
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Borrower or Owner/Guarantor defaults under any of
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and Guaranty or at law or in equity.
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entity.
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the terms, covenants and conditions of any other
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3.7 Miscellaneous Service Fees. Borrower shall pay
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2.14 Delivery of Confession of Judgment. Upon
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agreement with SFSI including those with affiliated /
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certain fees for services related to the origination and
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execution of this Agreement, Borrower shall deliver to
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associated businesses.
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maintenance of accounts which may include but not
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SFSI an executed Confession of Judgment, in the
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3.2 Remedies. Upon the occurrence of an Event of
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be limited to: Borrowers funding is done
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form provided by SFSI, in favor of SFSI and its
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Default that is not waived pursuant to Section 4.4
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electronically to their designated bank account and
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Funders in the amount of the Loan Amount.
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hereof, SFSI may proceed to protect and enforce its
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charged a fee of $35.00 for a Fed Wire or $15.00 for
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2.15 Delivery of Assignment of Lease. Borrower and
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rights or remedies by suit in equity or by action at law,
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an ACH. The fee for underwriting and origination is
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Owner/Guarantor authorize SFSI to receive pertinent
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or both, whether for the specific performance of any
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paid from the funded amount in accordance with the
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information regarding the commercial lease for the
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covenant, agreement or other provision contained
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schedule below. If Borrower is utilizing a Bridge /
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physical location of Borrower's business (the
|
herein, or to enforce the discharge of Borrower's and
|
Control Account, there is an upfront fee of $395.00
|
"Premises") from any applicable leasing company and
|
Owner's/Guarantor's obligations hereunder, under the
|
for the bank fees and administrative costs of
|
or agent. Upon execution of this Agreement,
|
Security Agreement and Guaranty, or pursuant to any
|
maintaining such account for each financing
|
Borrower shall deliver to SFSI an executed
|
other legal or equitable right or remedy. Upon SFSI's
|
agreement with Borrower. Fund transfers from
|
Assignment of Lease covering the Premises in favor
|
notice to Borrower of any Event of Default, the entire
|
Bridge / Control Accounts to Borrower's operating
|
of SFSI.
|
Repayment amount and unpaid fees not already paid
|
bank account will be charged $10.95 per month via
|
2.16 Sale of Business. Borrower shall not sell, dispose,
|
to SFSI shall become immediately due and payable to
|
ACH. This fee will continue if the bridge account
|
transfer or otherwise convey its business or assets
|
SFSI. In addition, upon an Event of Default (i) SFSI
|
remains open after the RTR is paid. Borrower will be
|
without (i) the express prior written consent of SFSI,
|
may enforce the provisions of the Security Agreement
|
charged $50.00 for each change of its operating bank
|
and (ii) the written agreement of any purchaser or
|
and Guaranty against the Borrower and
|
account once active with SFSI. Any administrative
|
transferee assuming all of Borrower's obligations
|
Owner/Guarantor; (ii) SFSI may enforce its security
|
adjustments associated with changes to the Specified
|
under this Agreement pursuant to documentation
|
interest in the Collateral, the Additional Collateral and
|
Percentage will incur a fee of $75.00 per occurrence.
|
satisfactory to SFSI.
|
the Cross-Collateral; (iii) SFSI may debit Borrower's
|
(All fees are subject to change)
|
2.17 Bridge Account. Borrower will not take any
|
depository accounts wherever situated by means of
|
|
action to cause the Specified Percentage of the
|
ACH debit or facsimile signature on a computergenerated
|
|
settlement amounts to be settled or delivered to any
|
check drawn on Borrower's bank account or
|
INITIALS: RS
|
account other than the Bridge Account. Borrower will
|
otherwise; (iv) SFSI may enter the Confession of
|
|
maintain a Minimum Balance in the Bridge Account.
|
Judgment as a judgment with the appropriate Clerk of
|
IV. MISCELLANEOUS
|
Page 3 of 8
4.1 Modifications; Agreements. No modification,
|
Agreement and Guaranty with or without prior written
|
AND SHALL BE INTERPRETED IN THE
|
||
amendment, waiver or consent of any provision of this
|
notice to Borrower and Owner/Guarantor. SFSI's
|
BROADEST WAY THE LAW WILL ALLOW.
|
||
Agreement or the Security Agreement and Guaranty
|
Funders shall be third party beneficiaries of all such
|
Covered claims
|
||
shall be effective unless the same shall be in writing
|
agreements. This Agreement and the Security
|
· You or we may arbitrate any claim, dispute or
|
||
and signed by SFSI.
|
Agreement and Guaranty shall be governed by and
|
controversy between you and us arising out of or
|
||
4.2 Assignment. Borrower acknowledges and
|
construed in accordance with the laws of the State of
|
related to your account, a previous related account
|
||
understands that SFSI is acting on its own behalf and
|
California, without regards to any applicable
|
or our relationship (called "Claims").
|
||
as the administrator and lead investor for a group of
|
principals of conflicts of law. Any suit, action or
|
· If arbitration is chosen by any party, neither
|
||
independent co- investors a list of which can be
|
proceeding arising hereunder or under the Security
|
you nor we will have the right to litigate that
|
||
provided to Borrower after funding and upon written
|
Agreement and Guaranty, or the interpretation,
|
Claim in court or have a jury trial on that
|
||
notice to SFSI. SFSI may assign, transfer or sell its
|
performance or breach hereof or thereof, shall, if SFSI
|
Claim.
|
||
rights to receive the Loan Amount and any accrued but
|
so elects, be instituted in any court sitting in Los
|
· Except as stated below, all Claims are subject to
|
||
unpaid interest or delegate its duties hereunder, either
|
Angeles County, State of California (the "Acceptable
|
arbitration, no matter what legal theory they're
|
||
in whole or in part.
|
Forums"). Borrower and Owner/Guarantor agree that
|
based on or what remedy (damages, or injunctive
|
||
4.3 Notices. All notices, requests, consent, demands and
|
the Acceptable Forums are convenient to them, and
|
or declaratory relief) they seek, including Claims
|
||
other communications hereunder and under the
|
submits to the jurisdiction of the Acceptable Forums
|
based on contract, tort (including intentional tort),
|
||
Borrower Security Agreement and Guaranty shall be
|
and waives any and all objections to jurisdiction or
|
fraud, agency, your or our negligence, statutory or
|
||
delivered by ordinary mail, effective upon mailing, to
|
venue. Should such proceeding be initiated in any
|
regulatory provisions, or any other sources of law;
|
||
the respective parties to this Agreement and the
|
other forum, Borrower and Owner/Guarantor waive
|
Claims made as counterclaims, cross-claims, thirdparty
|
||
Security Agreement and Guaranty at the addresses set
|
any right to oppose any motion or application made
|
claims, interpleaders or otherwise; Claims
|
||
forth in this Agreement and shall become effective
|
by SFSI to transfer such proceeding to an Acceptable
|
made regarding past, present, or future conduct;
|
||
only upon receipt. The Parties hereto may also send
|
Forum.
|
and Claims made independently or with other
|
||
such notices, requests, consent, demands and other
|
4.8 Survival of Representation, etc. All
|
claims. This also includes Claims made by or
|
||
communications via facsimile ("FAX") or electronic
|
representations, warranties and covenants herein and
|
against anyone connected with us or you or
|
||
mail ("Email") at such FAX numbers and email
|
in the Security Agreement and Guaranty shall survive
|
claiming through us or you, or by someone making
|
||
addresses communicated by the parties hereto in
|
the execution and delivery of this Agreement and the
|
a claim through us or you, such as a co-applicant,
|
||
writing.
|
Security Agreement and Guaranty and shall continue
|
authorized user, employee, agent, representative or
|
||
4.4 Waiver Remedies. No failure on the part of SFSI to
|
in full force until all obligations under this Agreement
|
an affiliated/parent/subsidiary company.
|
||
exercise, and no delay in exercising, any right under
|
and the Security Agreement and Guaranty shall have
|
Arbitration limits
|
||
this Agreement or the Security Agreement and
|
been satisfied in full and this Agreement and the
|
· Individual Claims filed in a small claims court are
|
||
Guaranty shall operate as a waiver thereof, nor shall
|
Security Agreement and Guaranty shall have
|
not subject to arbitration, as long as the matter
|
||
any single or partial exercise of any right under this
|
terminated.
|
stays in small claims court.
|
||
Agreement or the Security Agreement and Guaranty
|
4.9 Severability. In case any of the provisions in this
|
· We won't initiate arbitration to collect a debt from
|
||
preclude any other or further exercise thereof or the
|
Agreement or the Security Agreement and Guaranty is
|
you unless you choose to arbitrate or assert a
|
||
exercise of any other right. The remedies provided
|
found to be invalid, illegal or unenforceable in any
|
Claim against us. If you assert a Claim against us,
|
||
hereunder and under the Security Agreement and
|
respect, the validity, legality and enforceability of any
|
we can choose to arbitrate, including actions to
|
||
Guaranty are cumulative and not exclusive of any
|
other provision contained herein or therein shall not in
|
collect a debt from you. You may arbitrate on an
|
||
remedies provided by law or equity.
|
any way be affected or impaired.
|
individual basis Claims brought against you,
|
||
4.5 Solicitations. Borrower and each Owner/Guarantor
|
4.10 Entire Agreement. Any provision hereof and in the
|
including Claims to collect a debt.
|
||
authorizes SFSI and its affiliates to communicate
|
Security Agreement and Guaranty prohibited by law
|
· Claims brought as part of a class action, private
|
||
with, solicit and /or market to Borrower and each
|
shall be ineffective only to the extent of such
|
attorney general or other representative action can
|
||
Owner/Guarantor via regular mail, telephone, email
|
prohibition without invalidating the remaining
|
be arbitrated only on an individual basis. The
|
||
and facsimile in connection with the provision of
|
provisions hereof or thereof. This Agreement and the
|
arbitrator has no authority to arbitrate any claim on
|
||
goods or services by SFSI, its affiliates or any third
|
Security Agreement and Guaranty embody the entire
|
a class or representative basis and may award relief
|
||
party that SFSI shares, transfers, exchanges, discloses
|
agreement between Borrower, Owner/Guarantor and
|
only on an individual basis. If arbitration is
|
||
or provides information with and will hold SFSI, its
|
SFSI and supersede all prior agreements and
|
chosen by any party, neither you nor we may
|
||
affiliates and such third parties harmless against any
|
understandings relating to the subject matter hereof.
|
pursue a Claim as part of a class action or other
|
||
and all claims pursuant to the federal CAN-SPAM
|
4.11 JURY TRIAL WAIVER. TO THE EXTENT
|
representative action. Claims of 2 or more persons
|
||
ACT of 2003 (Controlling the Assault of Non-
|
PERMITTED BY APPLICABLE LAW, THE
|
may not be combined in the same arbitration.
|
||
Solicited Pornography and Marketing Act of 2003),
|
PARTIES HERETO WAIVE TRIAL BY JURY IN
|
However, applicants, co-applicants, authorized
|
||
the Telephone Consumer Protection Act (TCPA), and
|
ANY COURT IN ANY SUIT, ACTION OR
|
users on a single account and/or related accounts,
|
||
any and all other states of federal laws relating to
|
PROCEEDING ON ANY MATTER ARISING IN
|
or corporate affiliates are here considered as one
|
||
transmissions or solicitations by and any of the
|
CONNECTION WITH OR IN ANY WAY
|
person.
|
||
methods described above.
|
RELATED TO THE TRANSACTIONS OF
|
How arbitration works
|
||
4.6 Terminated Borrower File and Match File.
|
WHICH THIS AGREEMENT AND THE
|
· Arbitration shall be conducted by the American
|
||
Borrower expressly acknowledges that a Terminated
|
SECURITY AGREEMENT AND GUARANTY IS
|
Arbitration Association ("AAA") according to this
|
||
Borrower File ("TMF"), or any successor thereto, is
|
A PART OR THE ENFORECEMENT HEREOF
|
arbitration provision and the applicable AAA
|
||
maintained by MasterCard or VISA containing the
|
OR THEREOF. THE PARTIES HERETO
|
arbitration rules in effect when the claim is filed
|
||
business name and names and identification of
|
ACKNOWLEDGE THAT EACH MAKES THIS
|
("AAA Rules"), except where those rules conflict
|
||
principals of Borrowers which have been terminated
|
WAIVER KNOWINGLY, WILLINGLY AND
|
with this arbitration provision. You can obtain
|
||
for one or more of the reasons specified in
|
VOLUNTARILY AND WITHOUT DURESS, AND
|
copies of the AAA Rules at the AAA's website
|
||
MasterCard or VISA operating regulations. Such
|
ONLY AFTER EXTENSIVE CONSIDERATION
|
(xxx.xxx.xxx) or by calling 000-000-0000. You or
|
||
reasons include, but are not limited to, fraud,
|
OF THE RAMIFICATIONS OF THIS WAIVER
|
we may choose to have a hearing, appear at any
|
||
counterfeit drafts, unauthorized transactions,
|
WITH THEIR ATTORNEYS.
|
hearing by phone or other electronic means, and/or
|
||
excessive charge-backs and retrieval requests, money
|
4.12. ARBITRATION. PLEASE READ THIS
|
be represented by counsel. Any in-person hearing
|
||
laundering, or where a high security risk exists.
|
PROVISION OF THE AGREEMENT
|
will be held in the same city as the U.S. District
|
||
4.7 Binding Effect; Governing Law, Venue and
|
CAREFULLY. THIS SECTION PROVIDES THAT
|
Court closet to your billing address.
|
||
Jurisdiction. This Agreement and the Security
|
DISPUTES MAY BE RESOLVED BY BINDING
|
· Arbitration may be requested any time, even where
|
||
Agreement and Guaranty shall be binding upon and
|
ARBITRATION. ARBITRATION REPLACES
|
there is a pending lawsuit, unless a trial has begun
|
||
inure to the benefit of Borrower, Owner/Guarantor,
|
THE RIGHT TO GO TO COURT, HAVE A JURY
|
or a final judgment entered. Neither you nor we
|
||
SFSI (and it's Funders) and their respective
|
TRIAL OR INITIATE OR PARTICIPATE IN A
|
waive the right to arbitrate by filing or serving a
|
||
successors and assigns, except that Borrower and
|
CLASS ACTION. IN ARBITRATION, DISPUTES
|
complaint, answer, counterclaim, motion, or
|
||
Owner/Guarantor shall not have the right to assign
|
ARE RESOLVED BY AN ARBITRATOR, NOT A
|
discovery in a court lawsuit. To choose arbitration,
|
||
their rights hereunder, under the Security Agreement
|
JUDGE OR JURY. ARBITRATION
|
a party may file a motion to compel arbitration in a
|
||
and Guaranty or any interest herein or therein without
|
PROCEDURES ARE SIMPLER AND MORE
|
pending matter and/or commence arbitration by
|
||
the prior written consent of SFSI which consent may
|
LIMITED THAN IN COURT. THIS
|
submitting the required AAA forms and requisite
|
||
be withheld in SFSI's sole discretion. SFSI reserves
|
ARBITRATION PROVISION IS GOVERNED BY
|
filing fees to the AAA.
|
||
the rights to assign this Agreement and the Security
|
THE FEDERAL ARBITRATION ACT (FAA),
|
Page 4 of 8
· The arbitration shall be conducted by a single
|
· We will pay your share of the
|
appeal is final. A final award is subject to judicial
|
||
arbitrator in accord with this arbitration provision
|
arbitration fee for an arbitration of Claims of $75,000 or
|
review as provided by applicable law.
|
||
and the AAA Rules, which may limit discovery.
|
less if they are unrelated to debt collection. Otherwise,
|
Survival and Severability of Terms
|
||
The arbitrator shall not apply any federal or state
|
arbitration fees will be allocated according to the
|
· This arbitration provision shall survive changes in
|
||
rules of civil procedure for discovery, but the
|
applicable AAA Rules. If we prevail, we may not
|
this Agreement and termination of the account or
|
||
arbitrator shall honor claims of privilege
|
recover our arbitration fees, unless the arbitrator decides
|
the relationship between you and us, including the
|
||
recognized at law and shall take reasonable steps
|
you Claim was frivolous. All parties are responsible for
|
bankruptcy of any party and any sale of your
|
||
to protect account information and other
|
their own attorney's fees, expert fees and any other
|
account, or amounts owed on your account, to
|
||
confidential information of either party if
|
expenses, unless the arbitrator awards such fees or
|
another person or entity. If any part of this
|
||
requested to do so. The arbitrator shall apply
|
expenses to you or us based on applicable law.
|
arbitration provision is deemed invalid or
|
||
applicable substantive law consistent with the FAA
|
The final award
|
unenforceable, the other terms shall remain in
|
||
and applicable statute of limitations, and may
|
· Any award by an arbitrator is final unless a party
|
force, except that there can be no arbitration of a
|
||
award damages or other relief under applicable
|
appeals it in writing to the AAA within 30 days of
|
class or representative Claim. This arbitration
|
||
law.
|
notice of the award. The arbitration appeal shall
|
provision may not be amended, severed or waived,
|
||
· The arbitrator shall make any award in writing
|
be determined by a panel of 3 arbitrators. The
|
except as provided in this Agreement or in a
|
||
and, if requested by you or us, may provide a brief
|
panel will consider all facts and legal issues anew
|
written agreement between you and us.
|
||
statement of the reasons for the award. An
|
based on the same evidence presented in the prior
|
4.13 Facsimile and PDF Acceptance. Facsimile and
|
||
arbitration award shall decide the rights and
|
arbitration, and will make decisions based on a
|
PDF signatures shall be deemed acceptable for all
|
||
obligations only of the parties named in the
|
majority vote. Arbitration fees for the arbitration
|
purposes.
|
||
arbitration, and shall not have any bearing on any
|
appeal shall be allocated according to the
|
|||
other person or dispute.
|
applicable AAA Rules. An award by a panel on
|
INITIALS: RS
|
||
Paying for arbitration fees
|
Page 5 of 8
STRATEGIC FUNDING SOURCE, INC - SECURITY AGREEMENT AND GUARANTY
Borrower's Legal Name: PURA NATURALS, INC.
|
||||||
D/B/A: Pura Naturals
|
State of Incorporation / Organization: CA
|
|||||
Physical Address: 00000 Xxxx Xxxxxx Xx Xxx
|
Xxxx: Lake Forest
|
State: CA
|
Zip: 92630-2898
|
|||
100
|
||||||
Federal ID# 00-0000000
|
SECURITY AGREEMENT
Security Interest. To secure Borrower's payment and performance obligations to SFSI and its affiliates or Funders under the Loan Agreement (the "Loan Agreement"), Borrower hereby grants to SFSI a security interest in (a) all accounts, chattel paper, cash, deposit accounts, documents, equipment, general intangibles, instruments, inventory, or investment property, as those terms are defined in Article 9 of the Uniform Commercial Code of the State of California as amended (the "UCC"), now or hereafter owned or acquired by Borrower; and (b) all proceeds, as that term is defined in Article 9 of the UCC (a and b collectively, the "Collateral").
Cross-Collateral. To secure Guarantor's payment and performance obligations to SFSI (and its Funders) under this Security Agreement and Guaranty (the "Agreement"),
Guarantor hereby grants SFSI, for itself and its Funders, a security interest in ADVANCED INNOVATIVE RECOVERY TECHNOLOGIES, INC. (d/b/a AIRTech) (the "Additional Collateral"). Guarantor understands that SFSI will have a security interest in the aforesaid Additional Collateral upon execution of this Agreement. Borrower and Guarantor each acknowledge and agree that any security interest granted to SFSI under any other agreement between Borrower or Guarantor and SFSI (the "Cross- Collateral") will secure the obligations hereunder and under the Loan Agreement. Borrower and Guarantor each agrees to execute any documents or take any action in connection with this Agreement as SFSI deems necessary to perfect or maintain SFSI's first priority security interest in the Collateral, the Additional Collateral and the Cross-Collateral, including the execution of any account control agreements.
Borrower and Guarantor each hereby authorizes SFSI to file any financing statements deemed necessary by SFSI to perfect or maintain SFSI's security interest, which financing statement may contain notification that Borrower and Guarantor have granted a negative pledge to SFSI with respect to the Collateral, the Additional Collateral and the Cross-Collateral, and that any subsequent lender or lienor may be tortiously interfering with SFSI's rights. Borrower and Guarantor shall be liable for and SFSI may charge and collect all costs and expenses, including but not limited to attorney's fees, which may be incurred by SFSI in protecting, preserving and enforcing SFSI's security interest and rights.
Negative Pledge. Borrower and Guarantor each agrees not to create, incur, assume, or permit to exist, directly or indirectly, any additional cash advances, loans, lien on or with respect to any of the Collateral , the Additional Collateral or the Cross-Collateral, as applicable without written permission of SFSI..
Consent to Enter Premises and Assign Lease. SFSI shall have the right to cure Borrower's default in the payment of rent on the following terms. In the event Borrower is served with papers in an action against Borrower for nonpayment of rent or for summary eviction, SFSI may execute its rights and remedies under the Assignment of Lease. Borrower also agrees that SFSI may enter into an agreement with Borrower's landlord giving SFSI the right: (a) to enter Borrower's premises and to take possession of the fixtures and equipment therein for the purpose of protecting and preserving same; and (b) to assign Borrower's lease to another qualified Borrower capable of operating a business comparable to Borrower's at such premises.
Remedies. Upon any Event of Default, SFSI may pursue any remedy available at law (including those available under the provisions of the UCC), or in equity to collect, enforce, or satisfy any obligations then owing, whether by acceleration or otherwise.
GUARANTY
Personal Guaranty. The undersigned Guarantor(s) hereby guarantees to SFSI, and its affiliates or Funders, Borrower's payment and performance of all of the representations, warranties, covenants made by Borrower in this Agreement and the Loan Agreement, as each agreement may be renewed, amended, extended or otherwise modified (the "Guaranteed Obligations"). Guarantor's obligations are due (i) at the time of any breach by Borrower of any representation, warranty, or covenant made by Borrower in this Agreement and the Loan Agreement, and (ii) at the time Borrower admits its inability to pay its debts, or makes a general assignment for the benefit of creditors, or any proceeding shall be instituted by or against Borrower seeking to adjudicate it bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, or composition of it or its debts.
Guarantor Waivers. In the event that Borrower fails to make a payment or perform any obligation when due under the Loan Agreement, SFSI may enforce its rights under this Agreement without first seeking to obtain payment from Borrower, any other guarantor, or any Collateral, Additional Collateral or Cross-Collateral SFSI may hold pursuant to this Agreement or any other guaranty.
SFSI does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Borrower's failure to pay timely any amount owed under the Loan Agreement; (ii) any adverse change in Borrower's financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) SFSI's acceptance of this Agreement ; and (v) any renewal, extension or other modification of the Loan Agreement or Borrower's other obligations to SFSI. In addition, SFSI may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement : (i) renew, extend or otherwise modify the Loan Agreement or Borrower's other obligations to SFSI; (ii) release Borrower from its obligations to SFSI; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Loan Amount plus any accrued but unpaid interest and Borrower's other obligations to SFSI under the Loan Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Borrower or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Borrower, any other guarantor, or any collateral provided by Borrower or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation ; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that SFSI must return any amount paid by Borrower or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor's obligations under this Agreement shall include that amount.
Guarantor Acknowledgement. Guarantor acknowledges that: (i) He/She understands the seriousness of the provisions of this Agreement ; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
Page 6 of 8
Joint and Several Liability. The obligations hereunder of the persons or entities constituting Guarantor under this Agreement are joint and several.
THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE "LOAN AGREEMENT", INCLUDING THE "TERMS AND CONDITIONS", ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE LOAN AGREEMENT, INCLUDING THE TERMS AND CONDITIONS.
MERCHANTS AND OWNERS/GUARANTORS ACKNOWLEDGE THAT THIS WRITING REPRESENTS THE ENTIRE AGREEMENT BETWEEN THE PARTIES HERETO. IT IS UNDERSTOOD THAT ANY REPRESENTATIONS OR ALLEGED PROMISES BY INDEPENDENT BROKERS OR AGENTS OF ANY PARTY IF NOT INCLUDED IN THIS WRITTEN AGREEMENT ARE CONSIDERED NULL AND VOID. ANY MODIFICATION OR OTHER ALTERATION TO THE AGREEMENT MUST BE IN WRITING AND EXECUTED BY THE PARTIES TO THIS CONTRACT.
MERCHANT #1
|
||
By Xxxxxx Xxxxxxx O1_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
MERCHANT #2
|
||
By O2_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
OWNER/GUARANTOR #1
|
||
By Xxxxxx Xxxxxxx O1_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
OWNER/GUARANTOR #2
|
||
By O2_SIG
|
||
(Print Name and Title)
|
(Signature)
|
|
Page 7 of 8
Page 8 of 8