Preview
FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023
Exhibit A
FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023
DocuSign Envelope ID: 65185769-F22A-4524-8A8B-2B7E87560F18
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023
OFFER SUMMARY -RECEIVABLES PURCHASE & SALE
AGREEMENT
Funding This is how much funding Robin Group Funding LLC will provide.
$ 100,000.00
Provided
APR is the estimated cost of your financing expressed as a yearly rate. APR
incorporates the amount and timing of the funding you receive, fees you pay, and
Estimated the periodic payments you make. This calculation assumes your estimated average
Annual monthly income through the TRUEPWRU.C bank SCCOunt, at Wells
30&22°/o
Percentage Fargo Bank N.A., will be $ 1,367,825.24 . Since your actual income may vary from
Rate our estimate, your effective APR may also vary. APR is not an interest rate. The
(APR)
cost of this financing is based upon fees charged by [financer] rather than interest
that accrues over time.
Finance This is the dollar cost of your financing.
$ 38,000.00
Charge
Estimated This is the total dollar amount of payments we estimate you will make under the
contract.
Total
$ 138,000.00
Payment
Amount
Estimated Although you do not make payments on a monthly basis, this is our estimate of
$ 66,608.07
ye amage monthly cost based upon the payment amounts disclosed below.
Monthly
Cost
Estimated S 3.066.67 /Every Weekday, Monday-Friday
Payment
The daily payments will be paid on every weekday (Monday-Friday) of the term. We based your daily preset
payment of $ 3,066.67 upon our estimate of 4.87% of your total income, based upon average
monthly income of
Payment $ 1,367,82 g or the last 4 months. You have the right to receive refunds of all or part of your payments if you
Terms demonstrate that your payments have exceeded 4.87% of your total income during any given month. For more
details on your rights, see paragraph 11 of your contract.
This is our estimate of how long it will take to collect amounts due to us under the
Estimated contract based upon the assumption that you will receive an average of
45.00 DAYS
Term S 1,367,825.24 in monthly income to your Wells Fargo Bank account.
If you pay off the financing faster than required, you still must pay all or a portion of the fmance charge, up to
Prepayment $ 38,000.00 based upon our estimates.
If you pay off the financing faster than required, you will not be required to pay additional fees.
Applicable law requires this information to be provided to you to help you make an informed
decision. By signing below, you are confirming that you received this information.
r7
4/27/2023
Recipient Signature Date:
FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023
DocuSign Envelope ID: 932D4A17-6D52-46B3-A776-A6CEB016150F
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023
ROBIN FUNDING GROUP LLC
FUTURE RECElVABLES SALE AND PURCHASE AGREEMENT
This agreement (this "Agreement"), dated APRIL 27 , 2023 betWeen ROBIN FUNDING GROUP LLC
("RFG") and the seller(s) listed herein (collectively, the "Seller") (all capitalized terms shall have the
meanings ascribed to them below):
Business Legal Name: TRUE PWR LLC
JC AUTO REPAIR, NXT LVL MANAGEMENT INC, CALIFORNIA CERTIFIED CARS, TRUE PWR NV
D/B/A: .
LLC
Form of Business Entity: LLC EIN #
Physical Address: 30598 WIND WALKER WAY, MENIFEE CA 92584
Mailing Address: 8857 SAN DIEGO DR, YUCCA VALLEY, CA 922846360
PURCHASE PRICE: PURCHASE AMOUNT: SPECIFIED PERCENTAGE: DAILY INSTALLMENT: WEEKLY INSTALLMENT:
$ 100,000.00 $ 138,000.00 12% $ 3,066.67
FORSELLER#1 FORSELLER#2
DocuSignedby:
By: By:
DBA81735E0014F
2...
Name: JONATHAN LLOYD BOLLES Name:
Title: Owner/Agent/Manager Title: Owner/Agent/Manager
Email: jon@truepwr.io Email:
Business Phone: 974-2000 Business Phone:
(760)
*Accurate contact information is required to provide the Seller with important information regarding the Agreement.
Concurrently with the execution of this Agreement by Seller, and as condition to the effectiveness hereof, Seller has
A"
caused the Personal Guarantee of Performance in the form attached hereto as "Exhibit (the "Guaranty") to be
signed and delivered to RFG by the following Owner(s)/Guarantor(s) of Seller.
OW TOR #1 OWNER/GUARANTOR #2
By: V DBA8173SE0014F2... By:
Name: JONATHAN LLOYD BOLLES Name:
SSN: SSN:
Phone: 7609742000 Phone:
Address: 8857 SAN DIEGO DR, YUCCA VALLEY, CA 922846360 Address:
Email: jon@truepwr.io Email:
Furthermore, in the event the Seller and/or Guarantor are comprised of more than one entity and/or individuals, then
ALL such entities and/or individuals, respectively, shall sign the Addendum to this Agreement in the form attached
hereto as Exhibit B (the "Addendum").
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FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023
DocuSign Envelope ID: 932D4A17-6D52-46B3-A776-A6CEB016150F
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023
WHEREAS, Seller is desirous to sell to RFG, and RFG is desirous to purchase from Seller a Specified Percentage
of the
Seller's Future Receipts, but only on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the mutual receipts and sufficiency of which is hereby
acknowledged by both parties, RFG and Seller hereby agree to the foregoing and as follows:
1. Basic Terms and Definitions.
Date"
a. "Effective shall mean the later of (i) the date set forth in the preamble to this Agreement, and (ii)
the date when RFG paid the Purchase Price to Seller.
Percentage"
b. "Specified shall mean the percentage set forth in the preamble to this Agreement of each
and every sum from sale made by Seller of Future Receipts.
Receipts"
c. "Future shall mean, collectively, all of Seller's receipts of monies for the sale of its goods and
services that monies shall be paid and delivered to Seller by Seller's customers and/or other vendees after the
Effective Date of this Agreement; which payments or deliveries of monies can be made in the form of cash, check,
credit, charge, or debit card, ACH or other electronic transfer or any other form of monetary payment and/or
Receipts"
pecuniary benefit received by Seller. "Daily shall mean the amount of Future Receipts received by Seller
on a daily basis.
Amount"
d. "Purchased shall mean the total amount of the Specified Percentage of the Future Receipts
that Seller shall be under obligation to deliver pay over to RFG pursuant
and to this Agreement. The Purchased
Amount"
Amount shall be the amount set forth under "Purchased in the preamble to this Agreement.
Price"
e. "Purchase shall mean the total amount that RFG agrees to pay for the Purchased Amount. Note
that the amount that Seller will actually receive from RFG pursuant to this Agreement will be less than the
Purchase Price by the total sum of the Applicable Fees, Prior Balance and the Origination Fee, if any, as set forth
in subparagraphs i., j. and k. below. The Purchase Price is set forth in the Preamble to this Agreement.
Installment"
f. "Initial Daily shall mean the fixed amount that Seller and RFG agree to be a good faith
approximation of the Specified Percentage of Seller's Daily Future Receipts. Seller and RFG further agree that the
Initial Daily Installment set forth in the Preamble to this Agreement is based upon the information provided by
Seller to RFG concerning Seller's most recent accounts receivables, including representations by the Seller to
RFG regarding the Seller's estimated Future Receipts, and subject to Seller's right of adjustment/reconciliation set
forth in this Agreement.
"Workday"
g. shall mean Monday through Friday except on days when banking institutions are closed for
the holidays and do not process ACH payments.
Fees"
h. "Applicable shall mean, collectively, all initial costs and fees that Seller agrees to pay to RFG as
consideration for agreeing to enter into this Agreement and that are described in Sections 17-19 of this Agreement.
The total sum of the Applicable Fees will be deducted from the Purchase Price prior to delivering it to Seller
pursuant to Seller's authorization set forth in Rider 3 to this Agreement, provided nevertheless that such deduction
shall not be deemed to reduce the agreed upon Purchase Price or Purchased Amount.
Balance"
I. "Prior shall mean the sum of all amounts that Seller may owe to RFG and/or third party(s) as of
the Effective Date of this Agreement. The Prior Balance, if any, is described in Section 18 of this Agreement and
will be deducted from the Purchase Price prior to delivering it to Seller pursuant to Seller's authorization set forth
in Rider 2 to this Agreement, provided nevertheless that such deduction shall not be deemed to reduce the agreed
upon Purchase Price.
Fee"
J. "Origination shall mean the fee that RFG charges Seller for the costs of underwriting and
processing Seller's application for funding. The Origination Fee, if any, is described in Section 19 of this
Agreement and will be deducted from the Purchase Price prior to delivering it to Seller pursuant to Seller's
authorization set forth in Rider 3 to this Agreement, provided nevertheless that such deduction shall not be
deemed to reduce the agreed upon Purchased
Price or Purchased Amount.
"§jjjjg_r"
k. In the event is comprised of more than one entity, then:
"Seller"
i. The term shall mean, individually and collectively, all such entities; and
"Affiliate" "Affiliate"
ii. Each Seller is an of all other Seller(s). The term shall mean an entity or an
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FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023
DocuSign Envelope ID: 932D4A17-6DS2-46B3-A776-A6CEB016150F
NYSCEF DOC.individual
NO. 2 that
(1) controls, (2) is under the "Control", or (3) is under common ControlRECEIVED NYSCEF:
with the entity 05/16/2023
or individual in
"Control"
question. The
term shall mean direct or indirect ownership of more than 50% of the outstanding voting
stock of a corporation or other majority equity interest if not a corporation and the possession of power to direct or
cause the direction of the management and policy of such corporation or other entity, whether through ownership
of voting securities, by stature, or by contract; and
Ill. The representations, warranties, covenants, obligations and liabilities of each Seller shall be
joint and several under this Agreement; and
iv. The liability of each Seller under this Agreement shall be direct and immediate and shall not be
conditional or contingent upon the pursuance of any remedies against any other person or entity; and
Installment'
v. The terms "Specified Percentage", "Future Receipts", "Daily Receipts", "Initial Daily
shall mean the Specified Percentage, the Future Receipts and the Daily Receipts of each Seller individually; and
vi. RFG may pursue its rights and remedies under this Agreement against any one or any number
of entities that constitute Seller without obligation to assert, prosecute or exhaust any remedy or claim against any
other Seller or any Guarantor.
"Guarantor"
I. In the event is comprised of more than one individual, then:
"Guarantor"
i. The term shall mean, individually and collectively, all such individuals; and
ii. Each Guarantor is an Affiliate of all other Guarantor(s); and
iii. The representations, warranties, covenants, obligations and liabilities of each Guarantor shall
be joint and several under this Agreement and the Guaranty; and
iv. The liability of each Guarantor under this Agreement and the Guaranty shall be direct and
immediate and shall not be conditional or contingent upon the pursuance of any remedies against any other
person or entity; and
v. RFG may pursue its rights and remedies under this Agreement and/or Guaranty against any
one or any number of individuals that constitute Guarantor without obligation to assert, prosecute or exhaust any
remedy or claim against any other Guarantor or any Seller.
2. The Term. This Agreement for the purchase and sale of Future Receipts does not have a fixed duration or term,
which is potentially infinite. Subject to the provisions of Sections 10-13 hereof, the term of this Agreement shall
commence on the Effective Date and expire on the date (the "Expiration Date") when the Purchased Amount and
all other sums due to RFG pursuant to this Agreement are received by RFG in full.
3. Sale of Purchased Future Receipts.Seller hereby sells, assigns, transfers and conveys (hereinafter, the
"§aja") unto RFG all of Seller's right, title and interest in to the Specified Percentage of the Future Receipts until
the Purchased Amount shall have been delivered by Seller to RFG (hereinafter, the portion of the Future Receipts
sold by Seller to RFG pursuant to this
Agreement, the "Purchased Future Receipts"); to have and hold the same
unto RFG, its successors and assigns, forever. This Sale of the Purchased Future Receipts is made without
express or implied warranty to RFG of collectability of the Purchased Future Receipts by RFG and without
recourse against Seller and/or Guarantor(s), except as specifically set forth in this Agreement. By virtue of this
Agreement, Seller transfers to RFG full and complete ownership of the Purchased Future Receipts and Seller
retains no legal or equitable interest therein.
4. Payment of Purchase Price. In consideration of the sale by Seller to RFG of the Purchased Future Receipts
pursuant to this Agreement, RFG agrees to pay to Seller the Purchase Price; the amount of the Purchase Price
(reduced by the Applicable Fees, Prior Balance, and Origination Fee, if any) shall be delivered to Seller after
execution of this Agreement.
5. Use of Purchase Price. Seller hereby acknowledges that it fully understands that: (i) RFG's ability to collect the
Purchased Amount (or any portion thereof) is contingent upon Seller's continued operation of its business and
successful generation of the Future Receipts
until the Purchased Amount is delivered to RFG in full; and (ii) that in
the event of decreased efficiency or total failure of Seller's business RFG's receipt of the full or any portion of the
Purchased Amount may be delayed indefinitely. Based upon the forgoing, Seller agrees to use the Purchase Price
exclusively for the benefit and advancement of Seller's business operations and for no other purpose.
6. Initial Daily Installments of Purchased Amount. The Purchased Amount shall be delivered by Seller to RFG
daily in the amount of the Initial Daily Installment on each and every Workday commencing on the Effective Date
and ending on the Expiration Date.
7. Approved Bank Account and Credit Card Processor. During the term of this Agreement, Seller shall: (i) deposit
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FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023
DocuSign Envelope ID: 932D4A17-6D52-46B3-A776-A6CEB016150F
NYSCEF DOC.
all NO.
Future2 Receipts into
only one
one) bank (and account which bank RECEIVED
account shall NYSCEF:
be acceptable05/16/2023
and
preapproved by RFG (the "Approved Bank Account"), (ii) use one (and only one) credit card processor which
processor shall be acceptable and preapproved by RFG (the "Approved Processor") and (iii) deposit all credit card
receipts into the Approved Bank Account. In the event the Approved Bank Account or Approved Processor shall
become unavailable or shall
providing cease services to Seller during the term of this Agreement, prior to the first
date of such unavailability cessation or of services, Seller shall arrange for another Approved Bank Account or
Approved Processor, as the case may be.
8. Authorization to Debit Approved Bank Account Seller hereby authorizes RFG to initiate electronic checks or
ACH debits from the Approved Bank Account (which as of the Effective Date of this Agreement shall be the
account listed below) in the amount of the Initial Daily Installment on each Workday commencing on the Effective
Date until RFG receives the full Purchased Amount;
*Seller shall provide RFG with all access code(s) for the Approved Bank Account.
The Initial Daily Installment is to be drawn via ACH payment, from the following bank account:
i.Account Number: 688
ii.Routing Number:
iii.Account Name: TRUE PWR LLC
iv.Bank Name: CHASE
*NOTE that this authorization is to remain in full force and effect until RFG receives written notification from
Seller of its termination in such time and in such manner to afford RFG a reasonable opportunity to act on it;
provided, however, that revocation of this authorization prior to remittance of the balance under the Agreement
shall constitute a breach thereunder, subject to Sections 10-13 herein.
9.Fees Associated with Debiting Approved Bank Account. It shall be Seller's exclusive responsibility to pay to
its banking institution and/or RFG's banking institution directly (or to compensate RFG, in case it is charged) all
fees, charges and expenses incurred by either Seller or RFG due to rejected electronic checks or ACH debit
attempts, overdrafts or rejections by Seller's banking institution of the transactions contemplated by this
Agreement, including without limitation a $50.00 charge per bounced or rejected ACH debit.
10. Seller's Riqht for Reconciliation. Seller and RFG each acknowledges and agrees that:
a. If at any time during the term of this Agreement Seller will experience unforeseen decrease or increase
in its Daily Receipts, Seller shall have the right, at its sole and absolute discretion, but subject to the provisions of
Section 11 below, to request retroactive reconciliation of the Initial Daily Installments for one (1) full calendar month
immediately preceding the day when such request for reconciliation is received by RFG (each such calendar
month, a "RenÁnciliation Month").
b. Such reconciliation (the "Reconciliation") of the Seller's Initial Daily Installment for a Reconciliation
Month shall be performed by RFG within five (5) Workdays following its receipt of the Seller's request for
Reconciliation by either crediting or debiting the difference back to, or from, the Approved Bank Account so that
the total amount debited by RFG from the Approved Bank Account during the Reconciliation Month at issue is
equal to the Specific Percentage of the Future Receipts that Seller collected during the Reconciliation Month at
issue.
c. One or more Reconciliation procedures performed by RFG may reduce or increase the effective Initial
Daily Installment amount during the Reconciliation Month in comparison to the one set forth in Section 1 of this
Agreement, and, as the result of such reduction, the term of this Agreement during which RFG will be debiting the
Approved Bank Account may get shortened or extended indefinitely.
11. Request for Reconcl|lation Procedure,
a. It shall be Seller's sole responsibility and the right hereunder to initiate Reconciliation of Seller's actual
Initial Daily Installments during any Reconciliation Month by sending a request for Reconciliation to RFG.
b. Any such request for Reconciliation of the Seller's Initial Daily Installments for a specific Reconciliation
Month shall be in writing, shall include a copy of Seller's bank statement, credit card processing statements, and
pertinent aging report(s) for the Reconciliation Month at issue, and shall be received by RFG via email to
RECONCILIATION,"
Accountinq@RobinFundinqGroup com. with the subject line "REQUEST FOR within five (5)
Workdays after the last day of the Reconciliation Month at issue (time being of the essence as to the last day of the
period during which such demand for Reconciliation shall be received by RFG).
c. RFG's receipt of Seller's request for Reconciliation after the expiration of the five (5) Workday period
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DocuSign Envelope ID: 932D4A17-6D52-46B3-A776-A6CEB016150F
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023
following the last day of the Reconciliation Month for which such Reconciliation is requested nullifies and makes
obsolete Seller's request for Reconciliation for that specific Reconciliation Month.
d. Seller shall have the right to request Reconciliation as many times during the term of this Agreement as
it deems proper, and RFG shall comply with
Preview
FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023 Exhibit A FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023 DocuSign Envelope ID: 65185769-F22A-4524-8A8B-2B7E87560F18 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023 OFFER SUMMARY -RECEIVABLES PURCHASE & SALE AGREEMENT Funding This is how much funding Robin Group Funding LLC will provide. $ 100,000.00 Provided APR is the estimated cost of your financing expressed as a yearly rate. APR incorporates the amount and timing of the funding you receive, fees you pay, and Estimated the periodic payments you make. This calculation assumes your estimated average Annual monthly income through the TRUEPWRU.C bank SCCOunt, at Wells 30&22°/o Percentage Fargo Bank N.A., will be $ 1,367,825.24 . Since your actual income may vary from Rate our estimate, your effective APR may also vary. APR is not an interest rate. The (APR) cost of this financing is based upon fees charged by [financer] rather than interest that accrues over time. Finance This is the dollar cost of your financing. $ 38,000.00 Charge Estimated This is the total dollar amount of payments we estimate you will make under the contract. Total $ 138,000.00 Payment Amount Estimated Although you do not make payments on a monthly basis, this is our estimate of $ 66,608.07 ye amage monthly cost based upon the payment amounts disclosed below. Monthly Cost Estimated S 3.066.67 /Every Weekday, Monday-Friday Payment The daily payments will be paid on every weekday (Monday-Friday) of the term. We based your daily preset payment of $ 3,066.67 upon our estimate of 4.87% of your total income, based upon average monthly income of Payment $ 1,367,82 g or the last 4 months. You have the right to receive refunds of all or part of your payments if you Terms demonstrate that your payments have exceeded 4.87% of your total income during any given month. For more details on your rights, see paragraph 11 of your contract. This is our estimate of how long it will take to collect amounts due to us under the Estimated contract based upon the assumption that you will receive an average of 45.00 DAYS Term S 1,367,825.24 in monthly income to your Wells Fargo Bank account. If you pay off the financing faster than required, you still must pay all or a portion of the fmance charge, up to Prepayment $ 38,000.00 based upon our estimates. If you pay off the financing faster than required, you will not be required to pay additional fees. Applicable law requires this information to be provided to you to help you make an informed decision. By signing below, you are confirming that you received this information. r7 4/27/2023 Recipient Signature Date: FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023 DocuSign Envelope ID: 932D4A17-6D52-46B3-A776-A6CEB016150F NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023 ROBIN FUNDING GROUP LLC FUTURE RECElVABLES SALE AND PURCHASE AGREEMENT This agreement (this "Agreement"), dated APRIL 27 , 2023 betWeen ROBIN FUNDING GROUP LLC ("RFG") and the seller(s) listed herein (collectively, the "Seller") (all capitalized terms shall have the meanings ascribed to them below): Business Legal Name: TRUE PWR LLC JC AUTO REPAIR, NXT LVL MANAGEMENT INC, CALIFORNIA CERTIFIED CARS, TRUE PWR NV D/B/A: . LLC Form of Business Entity: LLC EIN # Physical Address: 30598 WIND WALKER WAY, MENIFEE CA 92584 Mailing Address: 8857 SAN DIEGO DR, YUCCA VALLEY, CA 922846360 PURCHASE PRICE: PURCHASE AMOUNT: SPECIFIED PERCENTAGE: DAILY INSTALLMENT: WEEKLY INSTALLMENT: $ 100,000.00 $ 138,000.00 12% $ 3,066.67 FORSELLER#1 FORSELLER#2 DocuSignedby: By: By: DBA81735E0014F 2... Name: JONATHAN LLOYD BOLLES Name: Title: Owner/Agent/Manager Title: Owner/Agent/Manager Email: jon@truepwr.io Email: Business Phone: 974-2000 Business Phone: (760) *Accurate contact information is required to provide the Seller with important information regarding the Agreement. Concurrently with the execution of this Agreement by Seller, and as condition to the effectiveness hereof, Seller has A" caused the Personal Guarantee of Performance in the form attached hereto as "Exhibit (the "Guaranty") to be signed and delivered to RFG by the following Owner(s)/Guarantor(s) of Seller. OW TOR #1 OWNER/GUARANTOR #2 By: V DBA8173SE0014F2... By: Name: JONATHAN LLOYD BOLLES Name: SSN: SSN: Phone: 7609742000 Phone: Address: 8857 SAN DIEGO DR, YUCCA VALLEY, CA 922846360 Address: Email: jon@truepwr.io Email: Furthermore, in the event the Seller and/or Guarantor are comprised of more than one entity and/or individuals, then ALL such entities and/or individuals, respectively, shall sign the Addendum to this Agreement in the form attached hereto as Exhibit B (the "Addendum"). Page 1 of 20 FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023 DocuSign Envelope ID: 932D4A17-6D52-46B3-A776-A6CEB016150F NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023 WHEREAS, Seller is desirous to sell to RFG, and RFG is desirous to purchase from Seller a Specified Percentage of the Seller's Future Receipts, but only on the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the mutual receipts and sufficiency of which is hereby acknowledged by both parties, RFG and Seller hereby agree to the foregoing and as follows: 1. Basic Terms and Definitions. Date" a. "Effective shall mean the later of (i) the date set forth in the preamble to this Agreement, and (ii) the date when RFG paid the Purchase Price to Seller. Percentage" b. "Specified shall mean the percentage set forth in the preamble to this Agreement of each and every sum from sale made by Seller of Future Receipts. Receipts" c. "Future shall mean, collectively, all of Seller's receipts of monies for the sale of its goods and services that monies shall be paid and delivered to Seller by Seller's customers and/or other vendees after the Effective Date of this Agreement; which payments or deliveries of monies can be made in the form of cash, check, credit, charge, or debit card, ACH or other electronic transfer or any other form of monetary payment and/or Receipts" pecuniary benefit received by Seller. "Daily shall mean the amount of Future Receipts received by Seller on a daily basis. Amount" d. "Purchased shall mean the total amount of the Specified Percentage of the Future Receipts that Seller shall be under obligation to deliver pay over to RFG pursuant and to this Agreement. The Purchased Amount" Amount shall be the amount set forth under "Purchased in the preamble to this Agreement. Price" e. "Purchase shall mean the total amount that RFG agrees to pay for the Purchased Amount. Note that the amount that Seller will actually receive from RFG pursuant to this Agreement will be less than the Purchase Price by the total sum of the Applicable Fees, Prior Balance and the Origination Fee, if any, as set forth in subparagraphs i., j. and k. below. The Purchase Price is set forth in the Preamble to this Agreement. Installment" f. "Initial Daily shall mean the fixed amount that Seller and RFG agree to be a good faith approximation of the Specified Percentage of Seller's Daily Future Receipts. Seller and RFG further agree that the Initial Daily Installment set forth in the Preamble to this Agreement is based upon the information provided by Seller to RFG concerning Seller's most recent accounts receivables, including representations by the Seller to RFG regarding the Seller's estimated Future Receipts, and subject to Seller's right of adjustment/reconciliation set forth in this Agreement. "Workday" g. shall mean Monday through Friday except on days when banking institutions are closed for the holidays and do not process ACH payments. Fees" h. "Applicable shall mean, collectively, all initial costs and fees that Seller agrees to pay to RFG as consideration for agreeing to enter into this Agreement and that are described in Sections 17-19 of this Agreement. The total sum of the Applicable Fees will be deducted from the Purchase Price prior to delivering it to Seller pursuant to Seller's authorization set forth in Rider 3 to this Agreement, provided nevertheless that such deduction shall not be deemed to reduce the agreed upon Purchase Price or Purchased Amount. Balance" I. "Prior shall mean the sum of all amounts that Seller may owe to RFG and/or third party(s) as of the Effective Date of this Agreement. The Prior Balance, if any, is described in Section 18 of this Agreement and will be deducted from the Purchase Price prior to delivering it to Seller pursuant to Seller's authorization set forth in Rider 2 to this Agreement, provided nevertheless that such deduction shall not be deemed to reduce the agreed upon Purchase Price. Fee" J. "Origination shall mean the fee that RFG charges Seller for the costs of underwriting and processing Seller's application for funding. The Origination Fee, if any, is described in Section 19 of this Agreement and will be deducted from the Purchase Price prior to delivering it to Seller pursuant to Seller's authorization set forth in Rider 3 to this Agreement, provided nevertheless that such deduction shall not be deemed to reduce the agreed upon Purchased Price or Purchased Amount. "§jjjjg_r" k. In the event is comprised of more than one entity, then: "Seller" i. The term shall mean, individually and collectively, all such entities; and "Affiliate" "Affiliate" ii. Each Seller is an of all other Seller(s). The term shall mean an entity or an Page 2 of 20 FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023 DocuSign Envelope ID: 932D4A17-6DS2-46B3-A776-A6CEB016150F NYSCEF DOC.individual NO. 2 that (1) controls, (2) is under the "Control", or (3) is under common ControlRECEIVED NYSCEF: with the entity 05/16/2023 or individual in "Control" question. The term shall mean direct or indirect ownership of more than 50% of the outstanding voting stock of a corporation or other majority equity interest if not a corporation and the possession of power to direct or cause the direction of the management and policy of such corporation or other entity, whether through ownership of voting securities, by stature, or by contract; and Ill. The representations, warranties, covenants, obligations and liabilities of each Seller shall be joint and several under this Agreement; and iv. The liability of each Seller under this Agreement shall be direct and immediate and shall not be conditional or contingent upon the pursuance of any remedies against any other person or entity; and Installment' v. The terms "Specified Percentage", "Future Receipts", "Daily Receipts", "Initial Daily shall mean the Specified Percentage, the Future Receipts and the Daily Receipts of each Seller individually; and vi. RFG may pursue its rights and remedies under this Agreement against any one or any number of entities that constitute Seller without obligation to assert, prosecute or exhaust any remedy or claim against any other Seller or any Guarantor. "Guarantor" I. In the event is comprised of more than one individual, then: "Guarantor" i. The term shall mean, individually and collectively, all such individuals; and ii. Each Guarantor is an Affiliate of all other Guarantor(s); and iii. The representations, warranties, covenants, obligations and liabilities of each Guarantor shall be joint and several under this Agreement and the Guaranty; and iv. The liability of each Guarantor under this Agreement and the Guaranty shall be direct and immediate and shall not be conditional or contingent upon the pursuance of any remedies against any other person or entity; and v. RFG may pursue its rights and remedies under this Agreement and/or Guaranty against any one or any number of individuals that constitute Guarantor without obligation to assert, prosecute or exhaust any remedy or claim against any other Guarantor or any Seller. 2. The Term. This Agreement for the purchase and sale of Future Receipts does not have a fixed duration or term, which is potentially infinite. Subject to the provisions of Sections 10-13 hereof, the term of this Agreement shall commence on the Effective Date and expire on the date (the "Expiration Date") when the Purchased Amount and all other sums due to RFG pursuant to this Agreement are received by RFG in full. 3. Sale of Purchased Future Receipts.Seller hereby sells, assigns, transfers and conveys (hereinafter, the "§aja") unto RFG all of Seller's right, title and interest in to the Specified Percentage of the Future Receipts until the Purchased Amount shall have been delivered by Seller to RFG (hereinafter, the portion of the Future Receipts sold by Seller to RFG pursuant to this Agreement, the "Purchased Future Receipts"); to have and hold the same unto RFG, its successors and assigns, forever. This Sale of the Purchased Future Receipts is made without express or implied warranty to RFG of collectability of the Purchased Future Receipts by RFG and without recourse against Seller and/or Guarantor(s), except as specifically set forth in this Agreement. By virtue of this Agreement, Seller transfers to RFG full and complete ownership of the Purchased Future Receipts and Seller retains no legal or equitable interest therein. 4. Payment of Purchase Price. In consideration of the sale by Seller to RFG of the Purchased Future Receipts pursuant to this Agreement, RFG agrees to pay to Seller the Purchase Price; the amount of the Purchase Price (reduced by the Applicable Fees, Prior Balance, and Origination Fee, if any) shall be delivered to Seller after execution of this Agreement. 5. Use of Purchase Price. Seller hereby acknowledges that it fully understands that: (i) RFG's ability to collect the Purchased Amount (or any portion thereof) is contingent upon Seller's continued operation of its business and successful generation of the Future Receipts until the Purchased Amount is delivered to RFG in full; and (ii) that in the event of decreased efficiency or total failure of Seller's business RFG's receipt of the full or any portion of the Purchased Amount may be delayed indefinitely. Based upon the forgoing, Seller agrees to use the Purchase Price exclusively for the benefit and advancement of Seller's business operations and for no other purpose. 6. Initial Daily Installments of Purchased Amount. The Purchased Amount shall be delivered by Seller to RFG daily in the amount of the Initial Daily Installment on each and every Workday commencing on the Effective Date and ending on the Expiration Date. 7. Approved Bank Account and Credit Card Processor. During the term of this Agreement, Seller shall: (i) deposit Page 3 of 20 FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023 DocuSign Envelope ID: 932D4A17-6D52-46B3-A776-A6CEB016150F NYSCEF DOC. all NO. Future2 Receipts into only one one) bank (and account which bank RECEIVED account shall NYSCEF: be acceptable05/16/2023 and preapproved by RFG (the "Approved Bank Account"), (ii) use one (and only one) credit card processor which processor shall be acceptable and preapproved by RFG (the "Approved Processor") and (iii) deposit all credit card receipts into the Approved Bank Account. In the event the Approved Bank Account or Approved Processor shall become unavailable or shall providing cease services to Seller during the term of this Agreement, prior to the first date of such unavailability cessation or of services, Seller shall arrange for another Approved Bank Account or Approved Processor, as the case may be. 8. Authorization to Debit Approved Bank Account Seller hereby authorizes RFG to initiate electronic checks or ACH debits from the Approved Bank Account (which as of the Effective Date of this Agreement shall be the account listed below) in the amount of the Initial Daily Installment on each Workday commencing on the Effective Date until RFG receives the full Purchased Amount; *Seller shall provide RFG with all access code(s) for the Approved Bank Account. The Initial Daily Installment is to be drawn via ACH payment, from the following bank account: i.Account Number: 688 ii.Routing Number: iii.Account Name: TRUE PWR LLC iv.Bank Name: CHASE *NOTE that this authorization is to remain in full force and effect until RFG receives written notification from Seller of its termination in such time and in such manner to afford RFG a reasonable opportunity to act on it; provided, however, that revocation of this authorization prior to remittance of the balance under the Agreement shall constitute a breach thereunder, subject to Sections 10-13 herein. 9.Fees Associated with Debiting Approved Bank Account. It shall be Seller's exclusive responsibility to pay to its banking institution and/or RFG's banking institution directly (or to compensate RFG, in case it is charged) all fees, charges and expenses incurred by either Seller or RFG due to rejected electronic checks or ACH debit attempts, overdrafts or rejections by Seller's banking institution of the transactions contemplated by this Agreement, including without limitation a $50.00 charge per bounced or rejected ACH debit. 10. Seller's Riqht for Reconciliation. Seller and RFG each acknowledges and agrees that: a. If at any time during the term of this Agreement Seller will experience unforeseen decrease or increase in its Daily Receipts, Seller shall have the right, at its sole and absolute discretion, but subject to the provisions of Section 11 below, to request retroactive reconciliation of the Initial Daily Installments for one (1) full calendar month immediately preceding the day when such request for reconciliation is received by RFG (each such calendar month, a "RenÁnciliation Month"). b. Such reconciliation (the "Reconciliation") of the Seller's Initial Daily Installment for a Reconciliation Month shall be performed by RFG within five (5) Workdays following its receipt of the Seller's request for Reconciliation by either crediting or debiting the difference back to, or from, the Approved Bank Account so that the total amount debited by RFG from the Approved Bank Account during the Reconciliation Month at issue is equal to the Specific Percentage of the Future Receipts that Seller collected during the Reconciliation Month at issue. c. One or more Reconciliation procedures performed by RFG may reduce or increase the effective Initial Daily Installment amount during the Reconciliation Month in comparison to the one set forth in Section 1 of this Agreement, and, as the result of such reduction, the term of this Agreement during which RFG will be debiting the Approved Bank Account may get shortened or extended indefinitely. 11. Request for Reconcl|lation Procedure, a. It shall be Seller's sole responsibility and the right hereunder to initiate Reconciliation of Seller's actual Initial Daily Installments during any Reconciliation Month by sending a request for Reconciliation to RFG. b. Any such request for Reconciliation of the Seller's Initial Daily Installments for a specific Reconciliation Month shall be in writing, shall include a copy of Seller's bank statement, credit card processing statements, and pertinent aging report(s) for the Reconciliation Month at issue, and shall be received by RFG via email to RECONCILIATION," Accountinq@RobinFundinqGroup com. with the subject line "REQUEST FOR within five (5) Workdays after the last day of the Reconciliation Month at issue (time being of the essence as to the last day of the period during which such demand for Reconciliation shall be received by RFG). c. RFG's receipt of Seller's request for Reconciliation after the expiration of the five (5) Workday period Page 4 of 20 FILED: NEW YORK COUNTY CLERK 05/16/2023 11:17 PM INDEX NO. 652373/2023 DocuSign Envelope ID: 932D4A17-6D52-46B3-A776-A6CEB016150F NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/16/2023 following the last day of the Reconciliation Month for which such Reconciliation is requested nullifies and makes obsolete Seller's request for Reconciliation for that specific Reconciliation Month. d. Seller shall have the right to request Reconciliation as many times during the term of this Agreement as it deems proper, and RFG shall comply with