Preview
DocuSign Envelope ID: D1CD70F7-B49F-404D-A622-A94AF
1BC8F5E 41035159-1
EXHIBIT 1
rea
Ta >
OQ
BORROWER: Profitopia, LLC DBA:
‘erinaor
eon we our
or You}
Address: 3661 N Car nobel #210 J City Tucson, State: AZ 2p: 85719 Phone : (520) 269-9378
MAYITAS CREDIT CORR SECURED PARTY/ LENDER: _NAVITAS CREDIT CORP, VENDOR: Reachout Technology Co. AGREEMENT # 41035159
‘cuir conainire nave Sua Verahr lowed te a8 We: Us.
or Gur} ‘Werdors wt ger of Secured Py is Vendor Saiz wae
li ay laos os Aare)
{Equipment Description / Quantity / Serial #/ VINE Term in Months: 60 [First Payment: $3,341.00
\(2) HPE Proliant Server ML-Series, (2) Ubiquiti Unifi Managed Wireless Ace:
Points, (2) APC 1500VA SmartConnect Port Sinewave Tower LCD, (25) Office365
Monthly Payments: lLast Payment: $0.00
lEnterprise Cloud Desktop Apps, (25) Graphus Al Mailbox Security, (1) 60-montt| 6° @ $3,341.00
lHaaS Management & Support
os
(H urity Deposit:
ler:
$0.00
$250.00
Equipment Location jifdiferent than above adtiress)
\6125 E Grant Rd. Tucson AZ 85712 ke. Amount Financed:$165,000.00 / 14, | wriaL AMOUNT DUE: $3,591.00 (ne
1, AGREEME! ‘ou want to acquire the above equipment (‘Equipment’) from a vendor selected 4. NO WARRANTIES: NO AGENC' /E ARE FINANCING THE EQUIPMENT FOR YOU “AS
by you (‘Vendor’) and have requested thal we finance the purchase price for you. You PRESS OR IMPLIED, INCLUDING WARRANTIES OF
unconditionally promise to pay us the sum of all of the monthly payments indicated above or on NON-INFRINGMENT, MERCHANTABI ILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR
any schedule (‘Payments’) and you agree to all of the terms stated in this Agreement. You ORDINARY USE IN CONNECTION WITH THIS AGREEMENT. Neither the Vendor nor any ather
authorize us to insert any Equipment serial numbers and other identfication data and any other person is our agent, nor are they authorized to waive or change any term of this Agreement. No
omitted facts and to correct obvious errors. We may adjust the monthly payment amount to finance representation, guaranty or warranty by the Vendor or other person is binding on us. No breach by
‘tk fetaxes due at the inception of this, reement or ifthe actual cost of the Equipment is less than
higheror lower than the amount that the Payment amount was based on. At our discreton
the Vendor will relieve or excuse. it obligations
service agreement the cast of whi is included in
to us. If you
the Payments,
entered into a maintenance or
you acknowledge we are not a
we may apply any amounts received from you to any amount you owe under this Agreement. party to such agreemen ind are.not responsible for any service, repairs, or maintenance of the
Equipment. Ifyou have’ ispute with your Vendor about delivery, installation, service or any other
2. TERM: This Agreement shall become effective and shall commence only after you direct us to matter, you must contin p perform all your obligations, hereunder.
make disbursements to your Vendor, we approve your Vendor's invoice, we sign this Agreement
and we make the inital d'sbursement or any later date that we designate (“Commencement Date”) SALE/ASSIGNME! ‘OU MAY NOT SELL, TRANSFER, ASSIGN OR LEASE THE
The term of this Agreement shall terminate upon the date that all of your payment and other EQu Ol LIGATIONS UNDER THIS AGREEMENT WITHOUT OUR PRIOR
obligations have been paid and satisfied in full (‘Term’). The Initial Amount Due shall be due on WRITTEN At pay sell, assign or transfer this Agreement or any partof it and/or our
the Commencement Date and subsequent mont interest in the Equipme! notifying you and you agree that if we do, (i) the new Secured
payable to a location to be designated by us. YOUR
OTHER OBLIGATIONS TO US IS UNCONDITIONAL AI
Oe ig
thi ments are due on the day we select,
ATION TO p
or SUBiEC IENTS AND.
ANY. ob
@ the same rights
Gi the righis of
benefits that we now have but will not have to perform any of
ww Secured Party will not be subject to any claims, defenses
REDUCTION, SET-OFF, DEFENSE OR COUNTERCLAIM. THIS AGREEMENT MAY NOT BE setof ou may have against us or the Vencor, and (ii) you will not assert any dims,
CANCELED FOR ANY’ REASON WHATSOEVER AFTER COMMENCEMENT EXCEPT defenses 0) toffs whatsoever against us or the new Secured Party.
YOUR PAYMENT AND SATISFACTION OF ALL OF YOUR OBLIGATIONS HEREUNDER.
have the right, but not the obligation, to electronically withdraw funds from your bank. account to DEPOSIT: As security for the performance of all your obligations hereunder, you
pay for any unpaid Payments or other amounts due hereunder. You will provide us with any bank sited with us the amount set forth in the section shown as “Security Deposit’. We have
account inf tion we request in order to process electronic payments, fi , but.are not obligated, to apply the security deposit at any time to any amount you owe.
Pro yo have fully performed all of the provisions of this Agreement, we will retum to you any
3. UIPMENT: You agree that you are the owner of and have tile to the Eg i, excludit pen ret ng balance of the security deposit. We will not keep the security deposit separate from
any software. By signing the Pay Proceeds Direction at the end of this Agr
Sonate ‘gene
Yr
us to pay your endor, either as a prepa iment to your Vendor to initiate di
|
acceptance of the Equipment when itis delivered, ou hereby grant to usa
it, you authorize,
‘or upon your
priority, purchase
finds and you shall not be entitled to any interest thereon.
RE, USE AND LOCATION; LOSS: You are responsible for installing and keeping the
money security interest in the Equipment and all replacements, replacementntp icoessions and pment in good working order and repair. You will keep and use the Equipment only for
attachments now or hereafter made @ part of the Equipment, and band ash proceeds, ness or commercial purposes and in compliance with all applicable laws, ordinances or
and all general intangibles, accounts and chattel paper ai ol egulations and only a your address shown on this Agreement unless we agree to another location.
expense, to protect and defend our interests in the Equipme urther, you shall a You will not make any alterations to the Equipment without our prior written consent, nor will you
the Equipment free from all legal process, liens and ot ncumbrances if ass OF ade: permanently attach the Equipment to any real estate. In the event the Equipment is lost, stolen or
against you or the Equipment. You agree we have th ight to inspect the: jpment upon damaged, so long as you are not in default hereunder, you shall have the option within
reasonable notice to you.
aor aa SEM ele lat) eda tt ke ke
By signing this Agreement you acknowledge that you have stand the terms and conditions on each page of this Agreement, and you warrant that the person signing this
Agreement on your behalf has the authority to do so and to grai po er of attorney set forth in Section 13 of this Agreement.
1 AM AUTHORIZED TO SIGN THIS AGREEMENT ON BEHALF OF BORROWER: ACCEPTED BY SECURED PARTY: NAVITAS CREDIT CORP., at Columbia, South Carolina
Oentare 8/22/2022 Eoftl
i bi _Mardual Date Signed: és Ny:
Wisen Seabrook
Date Accepted: 08/23/2022
Kevin Marshall CEO " ‘}
Customer Service Representative
Print Name & Tithe Print Name & Title:
PACONDITONAL GUARANTY is Guaranty, 'you” and “your” refer to the person making the guaranty. "We", “us” and ‘our’ refer to the Secured Party, our successors or assigns. You acknowledge that you have
read and understood the Agreement and this Guaranty and that this is an irrevocable, int, several and continuing guaranty. You agree that you have an interest in the Borrower's business, economic
or otherwise, and that we would not enter into this Agreement without this Guaranty. You unconditionally guaranty that the Borrower will fully and promptly pay all its obligations under the reement
and any future Agreements with us when they are due and will perform all its other igations under the eement even if we modifyor renew the Agreement, or if any payments made by the Borrower
are rescinded or returned upon the insolven , bankruptcy or reorganization of the Borrower, as ifthe payment had not been made, We do not have to notify you if the Borrower is in default under the
Agreement. If the Borrower defaults, you will immediately pay and perform all obligations due under the Agreement. You agree thal you will not be released or discharged if we: (i fal to perfect @
security interest in the Equi pment or any oer props er sty which secures the obligations of Borrower or you to us ("Collateral’); (i) fal to protect the Collateral; or (ii) abandon or release the Collateral or
any obligor under the Agreement or this Guaranty. You agree that we do not have to proceed first against the Borrower or any Collateral. You hereby waive any rightof exoneration, notice of acceptance
of this Guaranty and of all other notices or demands of any kind in which you may be entitled to except for demand for payment. You will reimburse all expenses we incur in enforcing our rights against
Borrower or you, including, without limitation, attomey’s fees and costs, Je may obtain information from and report to credit reporting Jencies to enter into the Agreement or to enforce this Guaranty.
You consent to personal jurisdiction. forum, choice of law and jury trial and transfer of venue waiver as stated in section 17. YOU AND EACH WAIVE TRIAL B' JURY IN ANY ACTION RELATING
Ton EEMENT OR THIS GUARANTY. This Guaranty may be executed by facsimile, electronic or original signature and such a copy shall be treated as an original for all purposes.
| kevin. Marshall Date Signed: 8/22/2022 Date Signed:
‘ine
Kevin Marshall]
‘aay
Print Name: Print Nar
Naame
Preview
DocuSign Envelope ID: D1CD70F7-B49F-404D-A622-A94AF 1BC8F5E 41035159-1 EXHIBIT 1 rea Ta > OQ BORROWER: Profitopia, LLC DBA: ‘erinaor eon we our or You} Address: 3661 N Car nobel #210 J City Tucson, State: AZ 2p: 85719 Phone : (520) 269-9378 MAYITAS CREDIT CORR SECURED PARTY/ LENDER: _NAVITAS CREDIT CORP, VENDOR: Reachout Technology Co. AGREEMENT # 41035159 ‘cuir conainire nave Sua Verahr lowed te a8 We: Us. or Gur} ‘Werdors wt ger of Secured Py is Vendor Saiz wae li ay laos os Aare) {Equipment Description / Quantity / Serial #/ VINE Term in Months: 60 [First Payment: $3,341.00 \(2) HPE Proliant Server ML-Series, (2) Ubiquiti Unifi Managed Wireless Ace: Points, (2) APC 1500VA SmartConnect Port Sinewave Tower LCD, (25) Office365 Monthly Payments: lLast Payment: $0.00 lEnterprise Cloud Desktop Apps, (25) Graphus Al Mailbox Security, (1) 60-montt| 6° @ $3,341.00 lHaaS Management & Support os (H urity Deposit: ler: $0.00 $250.00 Equipment Location jifdiferent than above adtiress) \6125 E Grant Rd. Tucson AZ 85712 ke. Amount Financed:$165,000.00 / 14, | wriaL AMOUNT DUE: $3,591.00 (ne 1, AGREEME! ‘ou want to acquire the above equipment (‘Equipment’) from a vendor selected 4. NO WARRANTIES: NO AGENC' /E ARE FINANCING THE EQUIPMENT FOR YOU “AS by you (‘Vendor’) and have requested thal we finance the purchase price for you. You PRESS OR IMPLIED, INCLUDING WARRANTIES OF unconditionally promise to pay us the sum of all of the monthly payments indicated above or on NON-INFRINGMENT, MERCHANTABI ILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR any schedule (‘Payments’) and you agree to all of the terms stated in this Agreement. You ORDINARY USE IN CONNECTION WITH THIS AGREEMENT. Neither the Vendor nor any ather authorize us to insert any Equipment serial numbers and other identfication data and any other person is our agent, nor are they authorized to waive or change any term of this Agreement. No omitted facts and to correct obvious errors. We may adjust the monthly payment amount to finance representation, guaranty or warranty by the Vendor or other person is binding on us. No breach by ‘tk fetaxes due at the inception of this, reement or ifthe actual cost of the Equipment is less than higheror lower than the amount that the Payment amount was based on. At our discreton the Vendor will relieve or excuse. it obligations service agreement the cast of whi is included in to us. If you the Payments, entered into a maintenance or you acknowledge we are not a we may apply any amounts received from you to any amount you owe under this Agreement. party to such agreemen ind are.not responsible for any service, repairs, or maintenance of the Equipment. Ifyou have’ ispute with your Vendor about delivery, installation, service or any other 2. TERM: This Agreement shall become effective and shall commence only after you direct us to matter, you must contin p perform all your obligations, hereunder. make disbursements to your Vendor, we approve your Vendor's invoice, we sign this Agreement and we make the inital d'sbursement or any later date that we designate (“Commencement Date”) SALE/ASSIGNME! ‘OU MAY NOT SELL, TRANSFER, ASSIGN OR LEASE THE The term of this Agreement shall terminate upon the date that all of your payment and other EQu Ol LIGATIONS UNDER THIS AGREEMENT WITHOUT OUR PRIOR obligations have been paid and satisfied in full (‘Term’). The Initial Amount Due shall be due on WRITTEN At pay sell, assign or transfer this Agreement or any partof it and/or our the Commencement Date and subsequent mont interest in the Equipme! notifying you and you agree that if we do, (i) the new Secured payable to a location to be designated by us. YOUR OTHER OBLIGATIONS TO US IS UNCONDITIONAL AI Oe ig thi ments are due on the day we select, ATION TO p or SUBiEC IENTS AND. ANY. ob @ the same rights Gi the righis of benefits that we now have but will not have to perform any of ww Secured Party will not be subject to any claims, defenses REDUCTION, SET-OFF, DEFENSE OR COUNTERCLAIM. THIS AGREEMENT MAY NOT BE setof ou may have against us or the Vencor, and (ii) you will not assert any dims, CANCELED FOR ANY’ REASON WHATSOEVER AFTER COMMENCEMENT EXCEPT defenses 0) toffs whatsoever against us or the new Secured Party. YOUR PAYMENT AND SATISFACTION OF ALL OF YOUR OBLIGATIONS HEREUNDER. have the right, but not the obligation, to electronically withdraw funds from your bank. account to DEPOSIT: As security for the performance of all your obligations hereunder, you pay for any unpaid Payments or other amounts due hereunder. You will provide us with any bank sited with us the amount set forth in the section shown as “Security Deposit’. We have account inf tion we request in order to process electronic payments, fi , but.are not obligated, to apply the security deposit at any time to any amount you owe. Pro yo have fully performed all of the provisions of this Agreement, we will retum to you any 3. UIPMENT: You agree that you are the owner of and have tile to the Eg i, excludit pen ret ng balance of the security deposit. We will not keep the security deposit separate from any software. By signing the Pay Proceeds Direction at the end of this Agr Sonate ‘gene Yr us to pay your endor, either as a prepa iment to your Vendor to initiate di | acceptance of the Equipment when itis delivered, ou hereby grant to usa it, you authorize, ‘or upon your priority, purchase finds and you shall not be entitled to any interest thereon. RE, USE AND LOCATION; LOSS: You are responsible for installing and keeping the money security interest in the Equipment and all replacements, replacementntp icoessions and pment in good working order and repair. You will keep and use the Equipment only for attachments now or hereafter made @ part of the Equipment, and band ash proceeds, ness or commercial purposes and in compliance with all applicable laws, ordinances or and all general intangibles, accounts and chattel paper ai ol egulations and only a your address shown on this Agreement unless we agree to another location. expense, to protect and defend our interests in the Equipme urther, you shall a You will not make any alterations to the Equipment without our prior written consent, nor will you the Equipment free from all legal process, liens and ot ncumbrances if ass OF ade: permanently attach the Equipment to any real estate. In the event the Equipment is lost, stolen or against you or the Equipment. You agree we have th ight to inspect the: jpment upon damaged, so long as you are not in default hereunder, you shall have the option within reasonable notice to you. aor aa SEM ele lat) eda tt ke ke By signing this Agreement you acknowledge that you have stand the terms and conditions on each page of this Agreement, and you warrant that the person signing this Agreement on your behalf has the authority to do so and to grai po er of attorney set forth in Section 13 of this Agreement. 1 AM AUTHORIZED TO SIGN THIS AGREEMENT ON BEHALF OF BORROWER: ACCEPTED BY SECURED PARTY: NAVITAS CREDIT CORP., at Columbia, South Carolina Oentare 8/22/2022 Eoftl i bi _Mardual Date Signed: és Ny: Wisen Seabrook Date Accepted: 08/23/2022 Kevin Marshall CEO " ‘} Customer Service Representative Print Name & Tithe Print Name & Title: PACONDITONAL GUARANTY is Guaranty, 'you” and “your” refer to the person making the guaranty. "We", “us” and ‘our’ refer to the Secured Party, our successors or assigns. You acknowledge that you have read and understood the Agreement and this Guaranty and that this is an irrevocable, int, several and continuing guaranty. You agree that you have an interest in the Borrower's business, economic or otherwise, and that we would not enter into this Agreement without this Guaranty. You unconditionally guaranty that the Borrower will fully and promptly pay all its obligations under the reement and any future Agreements with us when they are due and will perform all its other igations under the eement even if we modifyor renew the Agreement, or if any payments made by the Borrower are rescinded or returned upon the insolven , bankruptcy or reorganization of the Borrower, as ifthe payment had not been made, We do not have to notify you if the Borrower is in default under the Agreement. If the Borrower defaults, you will immediately pay and perform all obligations due under the Agreement. You agree thal you will not be released or discharged if we: (i fal to perfect @ security interest in the Equi pment or any oer props er sty which secures the obligations of Borrower or you to us ("Collateral’); (i) fal to protect the Collateral; or (ii) abandon or release the Collateral or any obligor under the Agreement or this Guaranty. You agree that we do not have to proceed first against the Borrower or any Collateral. You hereby waive any rightof exoneration, notice of acceptance of this Guaranty and of all other notices or demands of any kind in which you may be entitled to except for demand for payment. You will reimburse all expenses we incur in enforcing our rights against Borrower or you, including, without limitation, attomey’s fees and costs, Je may obtain information from and report to credit reporting Jencies to enter into the Agreement or to enforce this Guaranty. You consent to personal jurisdiction. forum, choice of law and jury trial and transfer of venue waiver as stated in section 17. YOU AND EACH WAIVE TRIAL B' JURY IN ANY ACTION RELATING Ton EEMENT OR THIS GUARANTY. This Guaranty may be executed by facsimile, electronic or original signature and such a copy shall be treated as an original for all purposes. | kevin. Marshall Date Signed: 8/22/2022 Date Signed: ‘ine Kevin Marshall] ‘aay Print Name: Print Nar Naame