Preview
FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
SSF # 0148482
P:(888)636-2190 F:(888)636-2190
Purchase and Sale of Future Receipts Agreement
Dated as of 07/05/22 (the “Agreement”)
SELLER’S INFORMATION
Seller’s Legal Name: THREE FOUNTAIN CHIROPRACTIC, INC. (“Seller”) State of Business Formation:
SC
D/B/A: WHITE KNOLL FAMILY WELLNESS
Guarantor(s’) Name(s): DAVID RICHARD GOOLDY (collectively “Guarantor(s)”)
Type of Entity: Corporation
Physical Address: 1926 S LAKE DR LEXINGTON SC 29073 Time in Business: 25.5
Mailing Address: 1926 S LAKE DR LEXINGTON SC 29073
Federal ID or SS#: 523
Contact name: DAVID RICHARD GOOLDY Title: OWNER
Telephone Number: 803-808-1897 Fax: 803-808-1297 Email: DOCGOOLDY@GMAIL.COM
Designated Bank Account No.: (See Voided Check provided) (“Designated Bank Account”)
SMART STEP FUNDING LLC (“Purchaser”) agrees to purchase from Seller (identified above) and the
Seller agrees to sell to Purchaser, in consideration of the purchase price specified below (the
“Purchase Price”), Seller’s interest in the percentage specified below (the “Specified Percentage”) of
each of its future sales receipts (the “Future Receipts”) generated by Seller through all sales channels
and payment methods including but, not limited to, payment made by cash, check, Automatic Clearing
House or other electronic transfer, credit card, debit card, bank card, charge card or other form of
monetary payment, until the amount specified below (the “Specified Amount”) of Future Receipts
has been collected by Purchaser according to the additional terms and conditions set forth in this
Agreement.
Purchase Price = $38,367.00
Specified Amount = $51,795.00
Specified Percentage = 14 %
Flex-Defined Daily Amounts by calendar month per business day
January $184.98 April $184.98 July $184.98 October $176.17
February $194.72 May $168.17 August $160.85 November $184.98
March $160.85 June $168.17 September $176.17 December $176.17
Fees:
a. Seller shall pay Purchaser a Account Setup Fee equal to 0% of the Purchase Price tocover
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FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
administra ve services, including processing of documenta on, monthly statements, and toll-
free telephone access to customer service. Seller agrees that this Fee will be deducted from the
Purchase Price at the time of funding;
b. Seller shall pay Purchaser an NSF fee of $20.00 for any returned a empted debit of the
Designated Bank Account or any other returned payment item, including a returned check or
wire;
c. Seller shall pay Purchaser a Wire Payment Fee of $30.00 in connection with any payment made
by Seller by means of a wire transfer;
d. Seller shall pay Purchaser a Bank Change Fee of $95.00 in connec on with anyagreed-upon
change of the Designated Bank Account; and
e. Without limita on to any remedies for Default available to Purchaser for Seller’sbreach of this
Agreement, Seller shall pay Purchaser a Default Fee equal to 1.5% of the Purchase Priceif Seller
blocks Purchaser’s ability to collect the Specified Percentage by changing the Designated Bank
Account without prior express permission or by any other means.
Please carefully read all eight (8) pages of this Agreement for all its terms and conditions. The
undersigned represents that he or she is authorized to sign this Agreement for Seller, has read
and understands all its terms and conditions and agrees to be bound by all such terms and
conditions, and further agrees that this transaction is for business purposes and not for
personal, family or household purposes.
Seller: THREE FOUNTAIN CHIROPRACTIC, INC.
By: DAVID RICHARD GOOLDY
Signature: XXXXXXXXXXXXXX.YYYYYYYYYYYYYYYYYYYYYSIGNER250417215 Date: 07/05/22
Purchaser: SMART STEP FUNDING
By : Company Manager Signature: XX.YYYYYYYYYYYYSIGNER1JANEPROKOP Date: 07/05/22
ADDITIONAL TERMS AND CONDITIONS OF AGREEMENT
1 Method of Collection: Seller and Purchaser hereby agree that Purchaser will collect the Future
Receipts through daily Automatic Clearing House (“ACH”) withdrawals from Seller’s Designated Bank
Account each business day. These amounts (“Flex-DefinedTM Daily Amounts”) are set forth on Page
numbered “1” of this Agreement for each calendar month. Seller acknowledges that the Flex-Defined
Daily Amounts for each month were calculated by multiplying Seller’s historical total deposits for each
calendar month for which statements were submitted by Seller to Purchaser, by the Specified
Percentage and then dividing the resulting number by twenty-one (21). With respect to months for
which historical bank statements were not submitted to Purchaser, the Flex-Defined Daily Amount is
calculated as the average of the historical total deposits from the submitted statements, multiplied by
the Specified Percentage, and then divided by twenty-one (21). ). Seller agrees to provide timely,
advance written notice to Purchaser whenever it anticipates that there may be insufficient funds in
the Designated Bank Account to cover the full amount of the applicable Flex-Defined Daily Amount or
Specified Percentage.
2 ACH Debits: Seller hereby irrevocably authorizes Purchaser, or its designated representa ve,
successor or assign, to withdraw the Daily Amount of the Future Receipts and any other amounts now
due, hereina er imposed, or otherwise owed in conjunc on with this Agreement, by ini a ng via the
Automa c Clearing House (“ACH”) system debit entries to the Designated BankAccount. In the event
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FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
that Purchaser erroneously withdraws funds from the Designated Bank Account, Sellerauthorizes
Purchaser to credit the Designated Bank Account for the amount erroneously withdrawn via ACH. In
the event of a Default by Seller as defined in this Agreement, Seller authorizes Purchaser to debit any
and all business bank accounts controlled by Seller or Guarantor to collect the total amount, including
but not limited to all fees and charges, due to Purchaser from Seller under the terms of this
Agreement. Seller represents to Purchaser that the Designated Bank Account is established for
business purposes only and not for personal, family, or household purposes. Seller understands that
the foregoing ACH authoriza on is a fundamental condi on to induce Purchaser to enter into this
Agreement.
3 Reconciliation and Changes to Flex-Defined Daily Amount: The Flex-Defined Daily Amount is
intended to represent the Specified Percentage of Seller’s daily future sales receipts. Provided that no
Default (as defined below) has occurred, either Seller or Purchaser may request, not more than once
per month, a reconciliation of the Flex-Defined Daily Amount against the amount of receipts collected
by Purchaser (“Account Reconciliation”). Seller agrees to provide the relevant monthly bank account
statements and any other relevant information requested by Purchaser for such purposes. Subject to
Purchaser’s receipt of such information, Purchaser shall reconcile the above-stated amounts by either
crediting or debiting the Designated Bank Account, as the case may be, so that the amounts paid by
Seller to Purchaser for the given month does not exceed the Specified Percentage. Based on the
record of receipts collected by Seller, Purchaser may choose to adjust the Flex-Defined Daily amount
to reflect Seller’s actual business performance. If such an adjustment is made, Purchaser shall give
Seller advance notice of at least five (5) business days before the new Flex-Defined Daily Amount goes
into effect. For any month in which no reconciliation is requested by either party, the Flex-Defined
Daily Amount shall be presumed to reflect accurately the Specified Percentage. Notwithstanding
anything contained herein to the contrary, without in any way limiting any other remedies available to
the Purchaser, upon the occurrence of a Default, the daily amount payable to Purchaser shall equal
one hundred percent (100%) of all receipts collected by Seller.
4 Seller’s Covenants, Representa ons and Warranties: Seller and Guarantor(s) represent, warrant
and covenant the following as of this date and during the term of this Agreement.
4.1 Representations Concerning the Current Condition of the Seller:
a. Seller represents that it has not contemplated or commenced, any plans to discon nue its
business opera ons as presently conducted or otherwise alter its business opera ons in
any material manner;
b. Seller represents that it has not commenced any case or proceeding seeking protec on
under any Federal or State bankruptcy or insolvency laws, or had any such case or
proceeding threatened to be commenced against it or commenced against it, and it is not
contemplating commencing any such case or proceeding;
c. Seller represents that the Future Receipts are all free and clear of all claims, liens, charges
or encumbrances of any kind whatsoever;
d. Seller represents that the informa on it furnished to Purchaser in connec on with this
Agreement and any other documenta on or applica ons, or any a achments to any of the
foregoing, including without limita on, Seller’s bank statements, tax returns, financial
statements and lease agreements, are true and accurate and complete in all respects and
fairly represent the financial condition, result of operations and cash flows of Seller at such
dates, and that at the me this Agreement is signed, there has been no material adverse
change in the business or its prospects or in the financial condi on, results of opera ons,
or cash flows of Seller, and Seller has not retained the services of any corporate credit
counseling agency, or otherwise engaged in discussion with any such entity;
e. Seller is in compliance and shall comply with all laws and, has valid permits, authorizations
and licenses to own, operate and lease its proper es and to conduct the business in which
it is presently engaged and/or will engage in herea er. Seller is in compliance with any and
all applicable Federal, State, and local laws and regulations;
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FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
f. Seller hereby acknowledges and represents that the execu on and delivery of this
Agreement by the Seller and the compliance with the terms hereof do not violate any
provisions of any exis ng law or regula on or any writ or decree of any court or
governmental instrumentality or any agreement or instrument to which the Seller is a party
or which is binding upon Seller or their assets and will not result in the crea on or
imposition of any lien, security interest, charges or encumbrance of any nature whatsoever
by any third party. No consent of any other party and no consent, license, approval or
authoriza on or registra on or declara on with, any governmental bureau or agency is
required in connec on with the execu on, delivery, performance, validity and
enforceability of this Agreement;
g. Seller represents that there are no ac ons, suits, proceedings or inves ga ons pending or
threatened (or any basis therefore) against the Seller which if adversely determined, would
in any case or in the aggregate, materially and adversely affect any of the Seller’s
proper es, assets, financial condi on or business or materially impair any of the Seller’s
rights to carry on its respec ve business substan ally as now conducted or proposed to be
conducted; and
h. Seller represents, warrants and agrees that it is a sophisticated business entity familiar with
this kind of transaction and it was represented by counsel or had full opportunity to
consult counsel.;
4.2 Covenants and Warranties Concerning Operation of the Business Until the Specified
Amount Has Been Collected:
a. Seller shall not a empt to revoke its ACH authoriza on to Purchaser set forth in this
Agreement or otherwise take any measure to interfere with Purchaser’s ability to collect
the Flex-Defined Daily Amount from the Designated Bank Account;
b. Seller shall not change its Designated Bank Account without first providing Purchaser at
least thirty (30) days prior wri en no ce and providing all informa on required by
Purchaser to debit the Flex-Defined Daily Amount from the new Designated Bank Account;
c. Seller shall deposit all of its sales receipts from any and all sources each and every day into
the Designated Bank Account and shall retain such deposits un l such me that the Flex-
Defined Daily Amount in said account has been withdrawn from such Designated Bank
Account;
d. Seller represents that it has no plans to close (temporarily or otherwise) its business during
the next twelve (12) months. In the event Seller should need to close its business
(temporarily or otherwise) for any reason, Seller shall provide Purchaser with seven (7)
business days’ notice to the event.
e. Seller shall not sell, convey or otherwise transfer: (i) its ownership in the business; or, (ii) a
material amount of the business’ assets outside the ordinary course of business, without
the express prior written consent of Purchaser;
f. Seller shall not conduct its businesses under any name other than as disclosed to Purchaser
or change any of its places of business without Purchaser’s prior written consent;
g. Seller shall not enter into any agreement or other arrangement: (i) for the purchase and
sale of Future Receipts or account receivables, however defined or obtained; or, (ii) for any
financing based upon or secured by Future Receipts, with any other en ty (“Other
Funder”) other than Purchaser; or (iii) that creates any lien, security interest, pledge,
change or encumbrance of any kind (“Encumbrance”) in respect to Future Receipts or
account receivables, un l the Specified Amount has been fully collected by Purchaser. The
entry into any contract or other arrangement with any Other Funder without Purchaser’s
wri en consent, or crea on of an Encumbrance, before the Specified Amount has been
fully collected by Purchaser, shall be a breach of this Agreement. Buyer may share this
informa on regarding this Agreement with any third-party in order to determine whether
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FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
Seller is in compliance with this provision;
h. Seller shall furnish Purchaser with bank statements for the Designated Bank Account and,
in the event of Default, for any other bank account controlled by Seller or Guarantor,
within seven (7) days of any such request by Purchaser;
i. Seller agrees that remi ance of the Flex-Defined Daily Amount to Purchaser will not be
subject to any agreement that Seller reaches with a corporate credit counseling agency or
other entity;
j. Seller, or its designated representa ve, shall, unless a shorter period is otherwise provided
hereunder, respond within seven (7) days to any verbal or wri en communica on from
Purchaser;
k. Seller will possess and maintain insurance in such amounts and against such risks as are
necessary to protect its business and will provide proof of such insurance to Purchaser
upon request;
l. Seller will promptly pay all necessary taxes, including but not limited to employment and
sales and use taxes;
m. Seller will not permit any event to occur that could cause a diversion of any of Seller’s
Future Receipts from the Designated Bank Account to any other entity;
5 Agency; Modifica ons & Amendments; En re and FinalAgreement: No failure or delay on the
part of Purchaser or any assignee of Purchaser in exercising any power or right under this Agreement
shall operate as a waiver thereof, nor shall any single or par al exercise of any such power or right
preclude any other or further exercise thereof or the exercise of any other power or right. This
Agreement contains the en re and final expression of the agreement between the par es, and may
not be waived, altered, modified, revoked or rescinded except by a wri ng signed by one of
Purchaser’s execu ve officers. All prior and/or contemporaneous oral and wri en representa ons
are merged herein. No a empt at oral modifica on or rescission of this Agreement or any term
thereof will be binding upon the parties.
6 Sale of Future Receipts; Non-Consumer Transac on: Seller and Purchaser agree that the
Purchase Price paid by Purchaser in exchange for the Specified Amount ofFuture Receipts is for the
purchase and sale of the Specified Amount of Future Receipts and is not intended to be, nor shall it be
construed as, a loan or an assignment for security from Purchaser to the Seller. Seller and Guarantor
hereby acknowledge and agree that: (i) neither party is a “consumer” with respect to this Agreement
and underlying transaction; (ii) neither this Agreement nor any guarantee thereof shall be construed as
a consumer transac on; and, (iii) the proceeds of this Agreement will not be used for personal, family
or household purposes.
7 No Right to Repurchase: Seller acknowledges that it has no right to repurchase the Specified
Amount of Future Receipts from Purchaser.
8 Default: A “Default” shall include, but not be limitedto, any of the following events: (a) Seller
interferes with Purchaser’s right to collect the Flex-Defined Daily Amounts or Specified Percentage,
including by blocking access to the Designated Bank Account, deposi ng or instruc ng any of its
payment processors to deposit collected receipts into some other account besides the Designated
Bank Account, making impermissible withdrawals from the Designated Bank Account, moving the
Designated Bank Account to another financial ins tu on without the prior express wri en permission
o f Purchaser, or any other means whatsoever; (b) a breach by Seller of any covenants, warran es,
undertakings, terms or agreements, contained in this Agreement; (c) any representa on or warranty
made by the Seller in this Agreement, proving to have been incorrect, false or misleading in any
material respect; (d) Seller misrepresents and fraudulently induces Purchaser to execute this
Agreement based upon misleading or erroneous informa on; and, (e) Seller defaults under any of the
terms, covenants and conditions of any other agreement with Purchaser.
9 Remedies: Upon the occurrence of a Default, Purchaser shall be en tled to all remedies available
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FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
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NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
hereunder and under applicable law, including, but not limited to the following: Purchaser shall be
immediately en tled to recover from Seller the Liquidated Damages Amount(defined herein below),
which amount Purchaser may automa cally debit from the Designated Bank Account or anyother
bank account(s) of Seller via ACH without no ce to Seller. As used herein the term “Liquidated
Damages Amount” shall mean an amount equal to the amount by which the Specified Amount of
Future Receipts exceeds the amount of cash received from Future Receipts that Purchaser had
previously collected under this Agreement. Purchaser may immediately enforce the provisions of any
related guaranty of performance (the “Guaranty of Performance”) without no ce. Seller shall pay
Purchaser all reasonable costs incurred by Purchaser in connec on with enforcing the above-stated
available remedies, including, but not limited to, Purchaser’s court costs and attorney’s fees.
In the event that Seller: (i) prevents, or interferes with the Purchaser’s collec on of receipts from the
Designated Bank Account; or, (ii) begins to deposit its sales receipts into another bank account, then
Purchaser shall have the right, without waiving any of its other rights and remedies and without no ce
to Seller or any guarantor, to no fy the bank holding the Designated Bank Account or other bank
account(s) regarding the sale of Future Receipts hereunder and to direct such bank to permit
Purchaser to debit from Seller’s account any amounts to which Purchaser is en tled under this
Agreement. Seller hereby grants Purchaser a Power of A orney, which Power of A orney being
coupled with an interest is irrevocable, and hereby appoints Purchaser or any of Purchaser’s
representa ves as Seller’s a orney in fact, to take any and all ac on necessary to direct the bank
holding the Designated Bank Account, or any other bank into which Seller is deposi ng any of its
sales proceeds, to make payments or to allow debits by Purchaser as contemplated by this
Sec on. However, Purchaser at its op on and discre on, may demand such bankstatements
directly from Seller without first attempting to obtain them via the above provision, and nothing in
this Section shall mitigate or release Seller of its obligation under this Agreement.
No failure or delay on the part of Purchaser to exercise, nor any delay in exercising any right under
this Agreement shall operate as a waiver thereof, nor shall any single or par al exercise of any right
under this Agreement preclude any other or further exercise of any other right. The remedies provided
hereunder are cumulative and not exclusive of any remedies provided by law or equity.
10 Notices: Purchaser and its agents or a orneys may use any and all forms of communica on to
present no ces, requests, and demands to Seller, including verbal or wri en communica ons
delivered by mail, overnight delivery or hand delivery, or email to Seller’s email address(es) set forth
above.
11 Financing Statements and Security Interest: Seller authorizes Purchaser to file one or more
Financing Statement(s) (“UCC-1”) consistent with the Uniform Commercial Code in order to give
no ce that the Purchased Amount of Future Receipts is the sole property of Purchaser. The UCC-1
may state that the transac ons in this Agreement are intended to be a true sale and not an
assignment for security and may state that the Seller is prohibited from obtaining any financing that
impairs the value of the Future Receipts or Purchaser’s right to collect same. Seller authorizes
Purchaser to debit the Account for all costs incurred by Purchaser associated with the filing,
amendment or termination of any UCC filings.
12 Corrections: If this Agreement, the Power of A orney, or any other form or agreement between
Purchaser and Seller contains any blank spaces, or errors, such as for dates, amounts or the like, Seller
hereby authorizes Purchaser, in good faith, to complete such space or correct such error (as the case
may be) according to the terms upon which the transac ons were contemplated hereby or hereunder,
and Purchaser shall provide written notice to Seller of any such action taken.
13 Binding Effect; Assignment: This Agreement shall be binding upon and inure to the benefit of
Seller, Purchaser and their respective successors and assigns, except that Seller shall not have the right
to assign its rights hereunder or any interest herein without the prior wri en consent of Purchaser,
which consent may be withheld at Purchaser’s sole discre on. Purchaser may assign this Agreement
without no ce to Seller. Except as provided herein, nothing in this Agreement creates, nor shall it be
deemed to create, any rights in any non-party to this Agreement.
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FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
14 Governing Law, Jurisdic on and Venue: This Agreement and any and all ma ers in dispute
between the par es to this Agreement, whether arising from or rela ng to the Agreement itself, or
arising from alleged extra-contractual facts prior to, during, or subsequent to the Agreement, shall be
governed by, construed, and enforced in accordance with the laws of the State of New York,
regardless of the rules of conflict of laws and regardless of the legal theory upon which such ma er is
asserted. Seller consents to the jurisdic on of the Federal court for the Eastern District of New York
and State courts located in Nassau County, State of New York and agrees that such court, or at
Purchaser’s op on a court in any State where Seller and Guarantor(s) reside or regularly conducts
business, shall be the exclusive forum for all ac ons, proceedings or li ga on arising out of or rela ng
to this Agreement or subject ma er thereof, notwithstanding that other courts may have jurisdic on
over the parties and the subject matter thereof. Service of process shall be proper via certified mail by
deposi ng into a United States Postal Service depositary, a properly post-paid envelope addressed to
Seller’s address listed above (or such other address that Seller specifically requests in wri ng that
Purchaser subs tute in place of the address listed above), irrespec ve of whether Seller signs, and
Purchaser receives, a return receipt of such mailing.
15 Purchaser’s Costs of Enforcement; A orneys’ Fees: Purchaser shall be en tled to receive from
Seller and Seller shall pay to Purchaser, all Purchaser’s costs and expenses, including Purchaser’s
collec on costs and Purchaser’s reasonable a orneys’ fees in connec on with enforcing any of the
terms of this Agreement, regardless of whether or not a legal ac on has been commenced. Seller
agrees to pay all of Purchaser’s actual a orneys’ fees and costs incurred in successfully defending or
dismissing any claim asserted by Seller or any other party against Purchaser whether arising from or
rela ng to the Agreement itself, or in the case of Seller arising from alleged extra- contractual facts
prior to, during, or subsequent to the Agreement.
16 Limita on of Liability: In no event will Purchaser be liable for any claims asserted by Seller
under any theory of law, including but not limited to, any tort or contract theory for lost profits, lost
revenues, lost business opportuni es, exemplary, puni ve, special, incidental, indirect, consequen al
damages or counter-claims, each of which is hereby expressly waived to the fullest extent permi ed
by law by Seller.
17 Survival of Representation, etc.: All representations, warranties and covenants herein shall
survive the execution and delivery of this Agreement and shall continue in full force until all
obligations under this Agreement shall have been satisfied in full.
18 En re Agreement and Severability: This Agreement embodies the en re agreement between
Seller and Buyer and supersedes all prior agreements and understandings rela ng to the subject
ma er hereof. In case any of the provisions in this Agreement are found to be invalid, illegal or
unenforceable in any respect, the validity, legality and enforceability of any other provision contained
herein shall not in any way be affected or impaired.
19 Construction: The language and all parts and provisions of this Agreement shall in all cases be
construed as a whole, extending to its fair meaning and not strictly for or against any of the par es.
The par es agree that, in consulta on with their a orneys (or if consulta on with an a orney has
been waived), they have prepared and approved the language of the provisions of this Agreement and
that should any dispute arise concerning the interpreta on of any provision hereof, neither party shall
be deemed the dra er nor shall any such language be presump vely construed in favor of or against
either party.
20 Authorizations: Seller and each of the owners signing above authorize Purchaser, its agents and
representa ves and any credit repor ng agency engaged by Purchaser, to: (i) inves gate any
references given or any other statements or data obtained from or about Seller for the purpose of
this Agreement; (ii) obtain consumer and business credit reports on the Seller; and, (iii) to contact
personal and business references provided by the Seller in the Applica on, at any me now or for so
long as Seller con nues to have any obliga on owed to Purchaser as a consequence of this
Agreement or for Purchaser’s ability to determine Seller’s eligibility to enter into any future agreement
with Purchaser. Seller authorizes Purchaser and its agents to inves gate its financial condi on and
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DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
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history, and will provide to Purchaser any authoriza ons, including but not limited to, authoriza ons
for bank or financial statements and tax returns as Purchaser deems necessary in its sole discre on
prior to or at any me a er execu on of this Agreement. Purchaser is authorized to update such
informa on and financial and credit profiles from me to me as it deems appropriate. Seller waives,
to the maximum extent permi ed by law, any claim for damages against Purchaser or any of its
affiliates rela ng to any inves ga on undertaken by or on behalf of Purchaser as permi ed by this
Agreement or disclosure of information as permitted by this Agreement.
21 JURY TRIAL/CLASS ACTION WAIVER. SELLER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY
LAWSUIT, PROCEEDING, COUNTER CLAIM OR ANY OTHER LITIGATION OR PROCEEDING, ARISING
OUT OF, OR RELATED TO THIS AGREEMENT, OR THE DEALINGS OR RELATIONSHIPS
CONTEMPLATED HEREIN BETWEEN PURCHASER, SELLER, AND/OR ANY THIRD PARTY. SELLER
WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO PURSUE A CLAIM
AGAINST PURCHASER OR ITS ASSIGNS AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL
ACTION, OR OTHER REPRESENTATIVE, JOINED OR CONSOLIDATED ACTION.
22 Facsimile Acceptance: Facsimile signatures hereon, or other electronic means reflec ng the
party’s signature hereto, shall be deemed acceptable for all purposes and shall have the same force
and effect as the original.
End of Agreement
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FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
PERSONAL GUARANTY OF PERFORMANCE
To induce Smart Step Funding LLC (the “Purchaser”) to enter into a certain Purchase and Sale of Future Receipts Agreement of
even date herewith (the “Agreement”, all capitalized terms not otherwise defined herein shall have the meaning ascribed to
them under the Agreement) with THREE FOUNTAIN CHIROPRACTIC, INC. a corporation (the “Seller”) and in consideration
thereof, the undersigned equity owner(s) of the Seller (the “Guarantor(s)”) irrevocably, absolutely and unconditionally
guarantee: (i) Seller’s performance of all the covenants, representations and warranties set forth in the Agreement as each may
be renewed, amended, extended or otherwise modified; and (ii) in the event of Seller’s breach of any of the covenants,
representations and warranties as set forth in the Agreement, Seller shall have the right to enforce any and all of its rights under
the Agreement against the Guarantor(s) without having to first obtain payment from the Seller. This Guaranty (“Guaranty”) shall
be effective regardless of whether or not the obligations of the Guarantor(s) are enforceable against the Seller and regardless
of any discharge of the Seller from any such obligations. Guarantor(s) shall reimburse Purchaser for all costs and expenses,
including without limitation legal fees incurred by Purchaser in connection with this Guaranty and the enforcement thereof.
The Guarantor(s) represent and warrant to Purchaser: (a) that all information provided by Seller to Purchaser in connection
with the Agreement are true, correct and complete in all material respects; (b) that Seller shall not obtain additional cash
advance or accounts receivable-based funding/financing prior to the time that Purchaser has received the entire Specified
Amount; and, (c) that Seller shall not breach any of the terms of the Agreement.
This Guaranty shall be a continuing, irrevocable, unconditional and joint and several obligation of the Guarantors (if more than
one) and shall bind Guarantor’s estate and may be enforced by or for the benefit of any assignee or successor of Purchaser.
Guarantor(s) hereby waives: demand of payment, notice of presentment, and any and all requirements of notice, defenses,
offsets and counterclaims and any other act or omission of Seller which changes the scope of the Guarantor(s)’ risk. The
Guarantor(s) further agrees that Purchaser, to the extent it may proceed against the Seller, may proceed directly against the
Guarantor(s) without first proceeding against Seller. Purchaser may also make any agreement with Seller or with any other
party or person for the extension, renewal, payment, compromise, discharge or release of the obligations guaranteed by the
Guarantor(s) hereunder, or for any modification of the terms of the Agreement or of any agreement between Purchaser and
Seller or any such other party or person, or make any election of rights Purchaser may deem desirable under the United States
Bankruptcy Code, or any other Federal or State bankruptcy, reorganization, moratorium or insolvency law relating to or
affecting the enforcement of creditors’ rights generally (any of the foregoing, an “Insolvency Law”) without in any way
impairing or affecting this Guaranty. This instrument shall be effective regardless of the subsequent incorporation, merger or
consolidation of Seller, or any change in the composition, nature, personnel or location of Seller and shall extend to any
successor entity to Seller, including a debtor in possession or the like under any Insolvency Law. By their execution below
Guarantor(s) agree to this Guaranty and each representation, warranty and covenant set forth herein, which representations,
warranties and covenants shall survive the execution and delivery or termination of this Guaranty. Guarantor(s) specifically
consent and agree to be unconditionally bound by the terms and conditions of this Guaranty.
The Guarantor(s) represents that he/she have carefully read this Guaranty and has, or had a reasonable opportunity to, consult
with his/her a orney. Guarantor(s) understands the contents of this Guaranty, and signs this Guaranty as his/her free act and
deed.
THE GUARANTOR(S) WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY
MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS GUARANTY IS A
PART OR ITS ENFORCEMENT. GUARANTOR(S) ACKNOWLEDGES THAT THIS WAIVER IS MADE KNOWINGLY, WILLINGLY AND
VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS
WAIVER WITH HIS/HER ATTORNEYS.
GUARANTOR(S) WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE PURCHASER IN LAW OR EQUITY INCLUDING
COUNTER-CLAIMS OR AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE
SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT
GUARANTOR(S) IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION
AGAINST THE PURCHASER NOTWITHSTANDING THE WAIVER HEREUNDER: (I) THE PREVAILING PARTY SHALL BE ENTITLED
TO RECOVER ATTORNEYS’ FEES AND COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT
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FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024
DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024
WITHSTANDING ANY OTHER PROVISION IN THIS GUARANTY); AND, (II) THE GUARANTOR(S) PARTICIPATING AS A MEMBER
OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS
OR REPRESENTATIVE ACTION.
GUARANTOR(S) HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE COURTS OF THE FEDERAL COURTS OF THE
EASTERN DISTRICT OF NEW YORK AND THE STATE COURTS OF NASSAU COUNTY IN THE STATE OF NEW YORK FOR THE
PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY.
Guarantor(s) expressly authorizes Purchaser and its assigns or servicing agents to obtain one or more investigative or consumer
credit reports from a credit bureau or a credit reporting agency and to investigate the references given on any other statement
or data obtained from Guarantor(s). Guarantor(s) understands and agrees that a consumer credit report may be obtained from
time to time after Seller has sold accounts receivable to Purchaser. Guarantor(s) understands that upon Guarantor(s) request
Purchaser will inform Guarantor(s) whether or not a credit report was requested, and if such report was requested, of the name
and address of the consumer reporting agency that furnished the report.
Signature: XXXXXXXX.YYYYYYYYYYYYYYYYYYYYYSIGNER250417215 Date: 07/05/22 SSN# 7215
Name: DAVID RICHARD GOOLDY Address: 1926 S LAKE DR LEXINGTON SC 29073
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Preview
FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 SSF # 0148482 P:(888)636-2190 F:(888)636-2190 Purchase and Sale of Future Receipts Agreement Dated as of 07/05/22 (the “Agreement”) SELLER’S INFORMATION Seller’s Legal Name: THREE FOUNTAIN CHIROPRACTIC, INC. (“Seller”) State of Business Formation: SC D/B/A: WHITE KNOLL FAMILY WELLNESS Guarantor(s’) Name(s): DAVID RICHARD GOOLDY (collectively “Guarantor(s)”) Type of Entity: Corporation Physical Address: 1926 S LAKE DR LEXINGTON SC 29073 Time in Business: 25.5 Mailing Address: 1926 S LAKE DR LEXINGTON SC 29073 Federal ID or SS#: 523 Contact name: DAVID RICHARD GOOLDY Title: OWNER Telephone Number: 803-808-1897 Fax: 803-808-1297 Email: DOCGOOLDY@GMAIL.COM Designated Bank Account No.: (See Voided Check provided) (“Designated Bank Account”) SMART STEP FUNDING LLC (“Purchaser”) agrees to purchase from Seller (identified above) and the Seller agrees to sell to Purchaser, in consideration of the purchase price specified below (the “Purchase Price”), Seller’s interest in the percentage specified below (the “Specified Percentage”) of each of its future sales receipts (the “Future Receipts”) generated by Seller through all sales channels and payment methods including but, not limited to, payment made by cash, check, Automatic Clearing House or other electronic transfer, credit card, debit card, bank card, charge card or other form of monetary payment, until the amount specified below (the “Specified Amount”) of Future Receipts has been collected by Purchaser according to the additional terms and conditions set forth in this Agreement. Purchase Price = $38,367.00 Specified Amount = $51,795.00 Specified Percentage = 14 % Flex-Defined Daily Amounts by calendar month per business day January $184.98 April $184.98 July $184.98 October $176.17 February $194.72 May $168.17 August $160.85 November $184.98 March $160.85 June $168.17 September $176.17 December $176.17 Fees: a. Seller shall pay Purchaser a Account Setup Fee equal to 0% of the Purchase Price tocover Smart Step Funding LLC, Purchase-Sale Agreement - Renewal Page 1 of 8 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 administra ve services, including processing of documenta on, monthly statements, and toll- free telephone access to customer service. Seller agrees that this Fee will be deducted from the Purchase Price at the time of funding; b. Seller shall pay Purchaser an NSF fee of $20.00 for any returned a empted debit of the Designated Bank Account or any other returned payment item, including a returned check or wire; c. Seller shall pay Purchaser a Wire Payment Fee of $30.00 in connection with any payment made by Seller by means of a wire transfer; d. Seller shall pay Purchaser a Bank Change Fee of $95.00 in connec on with anyagreed-upon change of the Designated Bank Account; and e. Without limita on to any remedies for Default available to Purchaser for Seller’sbreach of this Agreement, Seller shall pay Purchaser a Default Fee equal to 1.5% of the Purchase Priceif Seller blocks Purchaser’s ability to collect the Specified Percentage by changing the Designated Bank Account without prior express permission or by any other means. Please carefully read all eight (8) pages of this Agreement for all its terms and conditions. The undersigned represents that he or she is authorized to sign this Agreement for Seller, has read and understands all its terms and conditions and agrees to be bound by all such terms and conditions, and further agrees that this transaction is for business purposes and not for personal, family or household purposes. Seller: THREE FOUNTAIN CHIROPRACTIC, INC. By: DAVID RICHARD GOOLDY Signature: XXXXXXXXXXXXXX.YYYYYYYYYYYYYYYYYYYYYSIGNER250417215 Date: 07/05/22 Purchaser: SMART STEP FUNDING By : Company Manager Signature: XX.YYYYYYYYYYYYSIGNER1JANEPROKOP Date: 07/05/22 ADDITIONAL TERMS AND CONDITIONS OF AGREEMENT 1 Method of Collection: Seller and Purchaser hereby agree that Purchaser will collect the Future Receipts through daily Automatic Clearing House (“ACH”) withdrawals from Seller’s Designated Bank Account each business day. These amounts (“Flex-DefinedTM Daily Amounts”) are set forth on Page numbered “1” of this Agreement for each calendar month. Seller acknowledges that the Flex-Defined Daily Amounts for each month were calculated by multiplying Seller’s historical total deposits for each calendar month for which statements were submitted by Seller to Purchaser, by the Specified Percentage and then dividing the resulting number by twenty-one (21). With respect to months for which historical bank statements were not submitted to Purchaser, the Flex-Defined Daily Amount is calculated as the average of the historical total deposits from the submitted statements, multiplied by the Specified Percentage, and then divided by twenty-one (21). ). Seller agrees to provide timely, advance written notice to Purchaser whenever it anticipates that there may be insufficient funds in the Designated Bank Account to cover the full amount of the applicable Flex-Defined Daily Amount or Specified Percentage. 2 ACH Debits: Seller hereby irrevocably authorizes Purchaser, or its designated representa ve, successor or assign, to withdraw the Daily Amount of the Future Receipts and any other amounts now due, hereina er imposed, or otherwise owed in conjunc on with this Agreement, by ini a ng via the Automa c Clearing House (“ACH”) system debit entries to the Designated BankAccount. In the event Smart Step Funding LLC, Purchase-Sale Agreement - Renewal Page 2 of 8 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 that Purchaser erroneously withdraws funds from the Designated Bank Account, Sellerauthorizes Purchaser to credit the Designated Bank Account for the amount erroneously withdrawn via ACH. In the event of a Default by Seller as defined in this Agreement, Seller authorizes Purchaser to debit any and all business bank accounts controlled by Seller or Guarantor to collect the total amount, including but not limited to all fees and charges, due to Purchaser from Seller under the terms of this Agreement. Seller represents to Purchaser that the Designated Bank Account is established for business purposes only and not for personal, family, or household purposes. Seller understands that the foregoing ACH authoriza on is a fundamental condi on to induce Purchaser to enter into this Agreement. 3 Reconciliation and Changes to Flex-Defined Daily Amount: The Flex-Defined Daily Amount is intended to represent the Specified Percentage of Seller’s daily future sales receipts. Provided that no Default (as defined below) has occurred, either Seller or Purchaser may request, not more than once per month, a reconciliation of the Flex-Defined Daily Amount against the amount of receipts collected by Purchaser (“Account Reconciliation”). Seller agrees to provide the relevant monthly bank account statements and any other relevant information requested by Purchaser for such purposes. Subject to Purchaser’s receipt of such information, Purchaser shall reconcile the above-stated amounts by either crediting or debiting the Designated Bank Account, as the case may be, so that the amounts paid by Seller to Purchaser for the given month does not exceed the Specified Percentage. Based on the record of receipts collected by Seller, Purchaser may choose to adjust the Flex-Defined Daily amount to reflect Seller’s actual business performance. If such an adjustment is made, Purchaser shall give Seller advance notice of at least five (5) business days before the new Flex-Defined Daily Amount goes into effect. For any month in which no reconciliation is requested by either party, the Flex-Defined Daily Amount shall be presumed to reflect accurately the Specified Percentage. Notwithstanding anything contained herein to the contrary, without in any way limiting any other remedies available to the Purchaser, upon the occurrence of a Default, the daily amount payable to Purchaser shall equal one hundred percent (100%) of all receipts collected by Seller. 4 Seller’s Covenants, Representa ons and Warranties: Seller and Guarantor(s) represent, warrant and covenant the following as of this date and during the term of this Agreement. 4.1 Representations Concerning the Current Condition of the Seller: a. Seller represents that it has not contemplated or commenced, any plans to discon nue its business opera ons as presently conducted or otherwise alter its business opera ons in any material manner; b. Seller represents that it has not commenced any case or proceeding seeking protec on under any Federal or State bankruptcy or insolvency laws, or had any such case or proceeding threatened to be commenced against it or commenced against it, and it is not contemplating commencing any such case or proceeding; c. Seller represents that the Future Receipts are all free and clear of all claims, liens, charges or encumbrances of any kind whatsoever; d. Seller represents that the informa on it furnished to Purchaser in connec on with this Agreement and any other documenta on or applica ons, or any a achments to any of the foregoing, including without limita on, Seller’s bank statements, tax returns, financial statements and lease agreements, are true and accurate and complete in all respects and fairly represent the financial condition, result of operations and cash flows of Seller at such dates, and that at the me this Agreement is signed, there has been no material adverse change in the business or its prospects or in the financial condi on, results of opera ons, or cash flows of Seller, and Seller has not retained the services of any corporate credit counseling agency, or otherwise engaged in discussion with any such entity; e. Seller is in compliance and shall comply with all laws and, has valid permits, authorizations and licenses to own, operate and lease its proper es and to conduct the business in which it is presently engaged and/or will engage in herea er. Seller is in compliance with any and all applicable Federal, State, and local laws and regulations; Smart Step Funding LLC, Purchase-Sale Agreement - Renewal Page 3 of 8 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 f. Seller hereby acknowledges and represents that the execu on and delivery of this Agreement by the Seller and the compliance with the terms hereof do not violate any provisions of any exis ng law or regula on or any writ or decree of any court or governmental instrumentality or any agreement or instrument to which the Seller is a party or which is binding upon Seller or their assets and will not result in the crea on or imposition of any lien, security interest, charges or encumbrance of any nature whatsoever by any third party. No consent of any other party and no consent, license, approval or authoriza on or registra on or declara on with, any governmental bureau or agency is required in connec on with the execu on, delivery, performance, validity and enforceability of this Agreement; g. Seller represents that there are no ac ons, suits, proceedings or inves ga ons pending or threatened (or any basis therefore) against the Seller which if adversely determined, would in any case or in the aggregate, materially and adversely affect any of the Seller’s proper es, assets, financial condi on or business or materially impair any of the Seller’s rights to carry on its respec ve business substan ally as now conducted or proposed to be conducted; and h. Seller represents, warrants and agrees that it is a sophisticated business entity familiar with this kind of transaction and it was represented by counsel or had full opportunity to consult counsel.; 4.2 Covenants and Warranties Concerning Operation of the Business Until the Specified Amount Has Been Collected: a. Seller shall not a empt to revoke its ACH authoriza on to Purchaser set forth in this Agreement or otherwise take any measure to interfere with Purchaser’s ability to collect the Flex-Defined Daily Amount from the Designated Bank Account; b. Seller shall not change its Designated Bank Account without first providing Purchaser at least thirty (30) days prior wri en no ce and providing all informa on required by Purchaser to debit the Flex-Defined Daily Amount from the new Designated Bank Account; c. Seller shall deposit all of its sales receipts from any and all sources each and every day into the Designated Bank Account and shall retain such deposits un l such me that the Flex- Defined Daily Amount in said account has been withdrawn from such Designated Bank Account; d. Seller represents that it has no plans to close (temporarily or otherwise) its business during the next twelve (12) months. In the event Seller should need to close its business (temporarily or otherwise) for any reason, Seller shall provide Purchaser with seven (7) business days’ notice to the event. e. Seller shall not sell, convey or otherwise transfer: (i) its ownership in the business; or, (ii) a material amount of the business’ assets outside the ordinary course of business, without the express prior written consent of Purchaser; f. Seller shall not conduct its businesses under any name other than as disclosed to Purchaser or change any of its places of business without Purchaser’s prior written consent; g. Seller shall not enter into any agreement or other arrangement: (i) for the purchase and sale of Future Receipts or account receivables, however defined or obtained; or, (ii) for any financing based upon or secured by Future Receipts, with any other en ty (“Other Funder”) other than Purchaser; or (iii) that creates any lien, security interest, pledge, change or encumbrance of any kind (“Encumbrance”) in respect to Future Receipts or account receivables, un l the Specified Amount has been fully collected by Purchaser. The entry into any contract or other arrangement with any Other Funder without Purchaser’s wri en consent, or crea on of an Encumbrance, before the Specified Amount has been fully collected by Purchaser, shall be a breach of this Agreement. Buyer may share this informa on regarding this Agreement with any third-party in order to determine whether Smart Step Funding LLC, Purchase-Sale Agreement - Renewal Page 4 of 8 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 Seller is in compliance with this provision; h. Seller shall furnish Purchaser with bank statements for the Designated Bank Account and, in the event of Default, for any other bank account controlled by Seller or Guarantor, within seven (7) days of any such request by Purchaser; i. Seller agrees that remi ance of the Flex-Defined Daily Amount to Purchaser will not be subject to any agreement that Seller reaches with a corporate credit counseling agency or other entity; j. Seller, or its designated representa ve, shall, unless a shorter period is otherwise provided hereunder, respond within seven (7) days to any verbal or wri en communica on from Purchaser; k. Seller will possess and maintain insurance in such amounts and against such risks as are necessary to protect its business and will provide proof of such insurance to Purchaser upon request; l. Seller will promptly pay all necessary taxes, including but not limited to employment and sales and use taxes; m. Seller will not permit any event to occur that could cause a diversion of any of Seller’s Future Receipts from the Designated Bank Account to any other entity; 5 Agency; Modifica ons & Amendments; En re and FinalAgreement: No failure or delay on the part of Purchaser or any assignee of Purchaser in exercising any power or right under this Agreement shall operate as a waiver thereof, nor shall any single or par al exercise of any such power or right preclude any other or further exercise thereof or the exercise of any other power or right. This Agreement contains the en re and final expression of the agreement between the par es, and may not be waived, altered, modified, revoked or rescinded except by a wri ng signed by one of Purchaser’s execu ve officers. All prior and/or contemporaneous oral and wri en representa ons are merged herein. No a empt at oral modifica on or rescission of this Agreement or any term thereof will be binding upon the parties. 6 Sale of Future Receipts; Non-Consumer Transac on: Seller and Purchaser agree that the Purchase Price paid by Purchaser in exchange for the Specified Amount ofFuture Receipts is for the purchase and sale of the Specified Amount of Future Receipts and is not intended to be, nor shall it be construed as, a loan or an assignment for security from Purchaser to the Seller. Seller and Guarantor hereby acknowledge and agree that: (i) neither party is a “consumer” with respect to this Agreement and underlying transaction; (ii) neither this Agreement nor any guarantee thereof shall be construed as a consumer transac on; and, (iii) the proceeds of this Agreement will not be used for personal, family or household purposes. 7 No Right to Repurchase: Seller acknowledges that it has no right to repurchase the Specified Amount of Future Receipts from Purchaser. 8 Default: A “Default” shall include, but not be limitedto, any of the following events: (a) Seller interferes with Purchaser’s right to collect the Flex-Defined Daily Amounts or Specified Percentage, including by blocking access to the Designated Bank Account, deposi ng or instruc ng any of its payment processors to deposit collected receipts into some other account besides the Designated Bank Account, making impermissible withdrawals from the Designated Bank Account, moving the Designated Bank Account to another financial ins tu on without the prior express wri en permission o f Purchaser, or any other means whatsoever; (b) a breach by Seller of any covenants, warran es, undertakings, terms or agreements, contained in this Agreement; (c) any representa on or warranty made by the Seller in this Agreement, proving to have been incorrect, false or misleading in any material respect; (d) Seller misrepresents and fraudulently induces Purchaser to execute this Agreement based upon misleading or erroneous informa on; and, (e) Seller defaults under any of the terms, covenants and conditions of any other agreement with Purchaser. 9 Remedies: Upon the occurrence of a Default, Purchaser shall be en tled to all remedies available Smart Step Funding LLC, Purchase-Sale Agreement - Renewal Page 5 of 8 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 hereunder and under applicable law, including, but not limited to the following: Purchaser shall be immediately en tled to recover from Seller the Liquidated Damages Amount(defined herein below), which amount Purchaser may automa cally debit from the Designated Bank Account or anyother bank account(s) of Seller via ACH without no ce to Seller. As used herein the term “Liquidated Damages Amount” shall mean an amount equal to the amount by which the Specified Amount of Future Receipts exceeds the amount of cash received from Future Receipts that Purchaser had previously collected under this Agreement. Purchaser may immediately enforce the provisions of any related guaranty of performance (the “Guaranty of Performance”) without no ce. Seller shall pay Purchaser all reasonable costs incurred by Purchaser in connec on with enforcing the above-stated available remedies, including, but not limited to, Purchaser’s court costs and attorney’s fees. In the event that Seller: (i) prevents, or interferes with the Purchaser’s collec on of receipts from the Designated Bank Account; or, (ii) begins to deposit its sales receipts into another bank account, then Purchaser shall have the right, without waiving any of its other rights and remedies and without no ce to Seller or any guarantor, to no fy the bank holding the Designated Bank Account or other bank account(s) regarding the sale of Future Receipts hereunder and to direct such bank to permit Purchaser to debit from Seller’s account any amounts to which Purchaser is en tled under this Agreement. Seller hereby grants Purchaser a Power of A orney, which Power of A orney being coupled with an interest is irrevocable, and hereby appoints Purchaser or any of Purchaser’s representa ves as Seller’s a orney in fact, to take any and all ac on necessary to direct the bank holding the Designated Bank Account, or any other bank into which Seller is deposi ng any of its sales proceeds, to make payments or to allow debits by Purchaser as contemplated by this Sec on. However, Purchaser at its op on and discre on, may demand such bankstatements directly from Seller without first attempting to obtain them via the above provision, and nothing in this Section shall mitigate or release Seller of its obligation under this Agreement. No failure or delay on the part of Purchaser to exercise, nor any delay in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or par al exercise of any right under this Agreement preclude any other or further exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. 10 Notices: Purchaser and its agents or a orneys may use any and all forms of communica on to present no ces, requests, and demands to Seller, including verbal or wri en communica ons delivered by mail, overnight delivery or hand delivery, or email to Seller’s email address(es) set forth above. 11 Financing Statements and Security Interest: Seller authorizes Purchaser to file one or more Financing Statement(s) (“UCC-1”) consistent with the Uniform Commercial Code in order to give no ce that the Purchased Amount of Future Receipts is the sole property of Purchaser. The UCC-1 may state that the transac ons in this Agreement are intended to be a true sale and not an assignment for security and may state that the Seller is prohibited from obtaining any financing that impairs the value of the Future Receipts or Purchaser’s right to collect same. Seller authorizes Purchaser to debit the Account for all costs incurred by Purchaser associated with the filing, amendment or termination of any UCC filings. 12 Corrections: If this Agreement, the Power of A orney, or any other form or agreement between Purchaser and Seller contains any blank spaces, or errors, such as for dates, amounts or the like, Seller hereby authorizes Purchaser, in good faith, to complete such space or correct such error (as the case may be) according to the terms upon which the transac ons were contemplated hereby or hereunder, and Purchaser shall provide written notice to Seller of any such action taken. 13 Binding Effect; Assignment: This Agreement shall be binding upon and inure to the benefit of Seller, Purchaser and their respective successors and assigns, except that Seller shall not have the right to assign its rights hereunder or any interest herein without the prior wri en consent of Purchaser, which consent may be withheld at Purchaser’s sole discre on. Purchaser may assign this Agreement without no ce to Seller. Except as provided herein, nothing in this Agreement creates, nor shall it be deemed to create, any rights in any non-party to this Agreement. Smart Step Funding LLC, Purchase-Sale Agreement - Renewal Page 6 of 8 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 14 Governing Law, Jurisdic on and Venue: This Agreement and any and all ma ers in dispute between the par es to this Agreement, whether arising from or rela ng to the Agreement itself, or arising from alleged extra-contractual facts prior to, during, or subsequent to the Agreement, shall be governed by, construed, and enforced in accordance with the laws of the State of New York, regardless of the rules of conflict of laws and regardless of the legal theory upon which such ma er is asserted. Seller consents to the jurisdic on of the Federal court for the Eastern District of New York and State courts located in Nassau County, State of New York and agrees that such court, or at Purchaser’s op on a court in any State where Seller and Guarantor(s) reside or regularly conducts business, shall be the exclusive forum for all ac ons, proceedings or li ga on arising out of or rela ng to this Agreement or subject ma er thereof, notwithstanding that other courts may have jurisdic on over the parties and the subject matter thereof. Service of process shall be proper via certified mail by deposi ng into a United States Postal Service depositary, a properly post-paid envelope addressed to Seller’s address listed above (or such other address that Seller specifically requests in wri ng that Purchaser subs tute in place of the address listed above), irrespec ve of whether Seller signs, and Purchaser receives, a return receipt of such mailing. 15 Purchaser’s Costs of Enforcement; A orneys’ Fees: Purchaser shall be en tled to receive from Seller and Seller shall pay to Purchaser, all Purchaser’s costs and expenses, including Purchaser’s collec on costs and Purchaser’s reasonable a orneys’ fees in connec on with enforcing any of the terms of this Agreement, regardless of whether or not a legal ac on has been commenced. Seller agrees to pay all of Purchaser’s actual a orneys’ fees and costs incurred in successfully defending or dismissing any claim asserted by Seller or any other party against Purchaser whether arising from or rela ng to the Agreement itself, or in the case of Seller arising from alleged extra- contractual facts prior to, during, or subsequent to the Agreement. 16 Limita on of Liability: In no event will Purchaser be liable for any claims asserted by Seller under any theory of law, including but not limited to, any tort or contract theory for lost profits, lost revenues, lost business opportuni es, exemplary, puni ve, special, incidental, indirect, consequen al damages or counter-claims, each of which is hereby expressly waived to the fullest extent permi ed by law by Seller. 17 Survival of Representation, etc.: All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full. 18 En re Agreement and Severability: This Agreement embodies the en re agreement between Seller and Buyer and supersedes all prior agreements and understandings rela ng to the subject ma er hereof. In case any of the provisions in this Agreement are found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired. 19 Construction: The language and all parts and provisions of this Agreement shall in all cases be construed as a whole, extending to its fair meaning and not strictly for or against any of the par es. The par es agree that, in consulta on with their a orneys (or if consulta on with an a orney has been waived), they have prepared and approved the language of the provisions of this Agreement and that should any dispute arise concerning the interpreta on of any provision hereof, neither party shall be deemed the dra er nor shall any such language be presump vely construed in favor of or against either party. 20 Authorizations: Seller and each of the owners signing above authorize Purchaser, its agents and representa ves and any credit repor ng agency engaged by Purchaser, to: (i) inves gate any references given or any other statements or data obtained from or about Seller for the purpose of this Agreement; (ii) obtain consumer and business credit reports on the Seller; and, (iii) to contact personal and business references provided by the Seller in the Applica on, at any me now or for so long as Seller con nues to have any obliga on owed to Purchaser as a consequence of this Agreement or for Purchaser’s ability to determine Seller’s eligibility to enter into any future agreement with Purchaser. Seller authorizes Purchaser and its agents to inves gate its financial condi on and Smart Step Funding LLC, Purchase-Sale Agreement - Renewal Page 7 of 8 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 history, and will provide to Purchaser any authoriza ons, including but not limited to, authoriza ons for bank or financial statements and tax returns as Purchaser deems necessary in its sole discre on prior to or at any me a er execu on of this Agreement. Purchaser is authorized to update such informa on and financial and credit profiles from me to me as it deems appropriate. Seller waives, to the maximum extent permi ed by law, any claim for damages against Purchaser or any of its affiliates rela ng to any inves ga on undertaken by or on behalf of Purchaser as permi ed by this Agreement or disclosure of information as permitted by this Agreement. 21 JURY TRIAL/CLASS ACTION WAIVER. SELLER WAIVES ALL RIGHT TO TRIAL BY JURY IN ANY LAWSUIT, PROCEEDING, COUNTER CLAIM OR ANY OTHER LITIGATION OR PROCEEDING, ARISING OUT OF, OR RELATED TO THIS AGREEMENT, OR THE DEALINGS OR RELATIONSHIPS CONTEMPLATED HEREIN BETWEEN PURCHASER, SELLER, AND/OR ANY THIRD PARTY. SELLER WAIVES, TO THE EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT TO PURSUE A CLAIM AGAINST PURCHASER OR ITS ASSIGNS AS PART OF A CLASS ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE, JOINED OR CONSOLIDATED ACTION. 22 Facsimile Acceptance: Facsimile signatures hereon, or other electronic means reflec ng the party’s signature hereto, shall be deemed acceptable for all purposes and shall have the same force and effect as the original. End of Agreement Smart Step Funding LLC, Purchase-Sale Agreement - Renewal Page 8 of 8 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 PERSONAL GUARANTY OF PERFORMANCE To induce Smart Step Funding LLC (the “Purchaser”) to enter into a certain Purchase and Sale of Future Receipts Agreement of even date herewith (the “Agreement”, all capitalized terms not otherwise defined herein shall have the meaning ascribed to them under the Agreement) with THREE FOUNTAIN CHIROPRACTIC, INC. a corporation (the “Seller”) and in consideration thereof, the undersigned equity owner(s) of the Seller (the “Guarantor(s)”) irrevocably, absolutely and unconditionally guarantee: (i) Seller’s performance of all the covenants, representations and warranties set forth in the Agreement as each may be renewed, amended, extended or otherwise modified; and (ii) in the event of Seller’s breach of any of the covenants, representations and warranties as set forth in the Agreement, Seller shall have the right to enforce any and all of its rights under the Agreement against the Guarantor(s) without having to first obtain payment from the Seller. This Guaranty (“Guaranty”) shall be effective regardless of whether or not the obligations of the Guarantor(s) are enforceable against the Seller and regardless of any discharge of the Seller from any such obligations. Guarantor(s) shall reimburse Purchaser for all costs and expenses, including without limitation legal fees incurred by Purchaser in connection with this Guaranty and the enforcement thereof. The Guarantor(s) represent and warrant to Purchaser: (a) that all information provided by Seller to Purchaser in connection with the Agreement are true, correct and complete in all material respects; (b) that Seller shall not obtain additional cash advance or accounts receivable-based funding/financing prior to the time that Purchaser has received the entire Specified Amount; and, (c) that Seller shall not breach any of the terms of the Agreement. This Guaranty shall be a continuing, irrevocable, unconditional and joint and several obligation of the Guarantors (if more than one) and shall bind Guarantor’s estate and may be enforced by or for the benefit of any assignee or successor of Purchaser. Guarantor(s) hereby waives: demand of payment, notice of presentment, and any and all requirements of notice, defenses, offsets and counterclaims and any other act or omission of Seller which changes the scope of the Guarantor(s)’ risk. The Guarantor(s) further agrees that Purchaser, to the extent it may proceed against the Seller, may proceed directly against the Guarantor(s) without first proceeding against Seller. Purchaser may also make any agreement with Seller or with any other party or person for the extension, renewal, payment, compromise, discharge or release of the obligations guaranteed by the Guarantor(s) hereunder, or for any modification of the terms of the Agreement or of any agreement between Purchaser and Seller or any such other party or person, or make any election of rights Purchaser may deem desirable under the United States Bankruptcy Code, or any other Federal or State bankruptcy, reorganization, moratorium or insolvency law relating to or affecting the enforcement of creditors’ rights generally (any of the foregoing, an “Insolvency Law”) without in any way impairing or affecting this Guaranty. This instrument shall be effective regardless of the subsequent incorporation, merger or consolidation of Seller, or any change in the composition, nature, personnel or location of Seller and shall extend to any successor entity to Seller, including a debtor in possession or the like under any Insolvency Law. By their execution below Guarantor(s) agree to this Guaranty and each representation, warranty and covenant set forth herein, which representations, warranties and covenants shall survive the execution and delivery or termination of this Guaranty. Guarantor(s) specifically consent and agree to be unconditionally bound by the terms and conditions of this Guaranty. The Guarantor(s) represents that he/she have carefully read this Guaranty and has, or had a reasonable opportunity to, consult with his/her a orney. Guarantor(s) understands the contents of this Guaranty, and signs this Guaranty as his/her free act and deed. THE GUARANTOR(S) WAIVES THE RIGHT TO A TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS GUARANTY IS A PART OR ITS ENFORCEMENT. GUARANTOR(S) ACKNOWLEDGES THAT THIS WAIVER IS MADE KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH HIS/HER ATTORNEYS. GUARANTOR(S) WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE PURCHASER IN LAW OR EQUITY INCLUDING COUNTER-CLAIMS OR AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT GUARANTOR(S) IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE PURCHASER NOTWITHSTANDING THE WAIVER HEREUNDER: (I) THE PREVAILING PARTY SHALL BE ENTITLED TO RECOVER ATTORNEYS’ FEES AND COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT Page 1 of 2 FILED: NASSAU COUNTY CLERK 05/07/2024 03:31 PM INDEX NO. 607997/2024 DocuSign Envelope ID: C182199D-BF05-4D89-BA2E-B998DCC4DBA5 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/07/2024 WITHSTANDING ANY OTHER PROVISION IN THIS GUARANTY); AND, (II) THE GUARANTOR(S) PARTICIPATING AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION. GUARANTOR(S) HEREBY IRREVOCABLY CONSENTS TO THE JURISDICTION OF THE COURTS OF THE FEDERAL COURTS OF THE EASTERN DISTRICT OF NEW YORK AND THE STATE COURTS OF NASSAU COUNTY IN THE STATE OF NEW YORK FOR THE PURPOSE OF ANY SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF OR RELATING TO THIS GUARANTY. Guarantor(s) expressly authorizes Purchaser and its assigns or servicing agents to obtain one or more investigative or consumer credit reports from a credit bureau or a credit reporting agency and to investigate the references given on any other statement or data obtained from Guarantor(s). Guarantor(s) understands and agrees that a consumer credit report may be obtained from time to time after Seller has sold accounts receivable to Purchaser. Guarantor(s) understands that upon Guarantor(s) request Purchaser will inform Guarantor(s) whether or not a credit report was requested, and if such report was requested, of the name and address of the consumer reporting agency that furnished the report. Signature: XXXXXXXX.YYYYYYYYYYYYYYYYYYYYYSIGNER250417215 Date: 07/05/22 SSN# 7215 Name: DAVID RICHARD GOOLDY Address: 1926 S LAKE DR LEXINGTON SC 29073 Page 2 of 2