Preview
Port J.Parker SBN 179256
R. Shane Quigley SBN 300405
PARKER LAW GROUP ATTORNEYS
A Professional Corporation
555 Capitol Mall, Suite 1230 FILe i)
Sacramento, CA 95814 Superior ‘Gourt of California
Telephone: (916) 996-0400 County of Placer
MAR 18 2020
Attorneys for Plaintiff es Ls Gulak Clerk
Clark’s Corner Investments, LLC By: O. Lucatuorto, Deputy
SUPERIOR COURT OF CALIFORNIA
10 IN AND FOR THE COUNTY OF PLACER
11
12 CLARK’S CORNER INVESTMENTS, LLC, | Case No. SCV0044290
d/b/a CLARK’S CORNER INVESTMENTS
13 DECLARATION OF KRAIG CLARK IN
Plaintiff, SUPPORT OF OPPOSITION TO
V. DEFENDANT FARID
14 TO VACATE JUDGMENT
DIBACHI’S
ON
MOTION
SISTER-
15 JLM FINANCIAL INC., d/b/a JUM STATE JUDGMENT
FINANCIAL, and FARID DIBACHI
16 Date: March 26, 2020
Defendants. Time: 8:30 a.m.
17 Dept.: 42
18
19 BY FAX
20 I,KRAIG CLARK, declare as follows:
21 l. I am an individual currently residing in Sacramento County, California. The matters
22 set forth herein are based upon my own personal knowledge and observation, except as to those
23 matters which are explicitly state to be based upon information and belief, and as to those matters, I
24 believe them to be true. Ifcalled upon to testify as to the matters set forth herein, |could and would
25 competently testify thereto.
26 hs I am the sole owner and principal of Clark’s Corner Investments, LLC, a position I
27 have held since January 2010. I have been an owner and principal of Clark’s Corner Investments,
28 LLC since itsinception. Farid Dibachi has never been a member or principal of Clark’s Corner
DECLARATION OF KRAIG CLARK IN SUPPORT OF OPPOSITION TO DEFENDANT FARID
DIBACHI’S MOTION TO VACATE JUDGMENT ON SISTER-STATE JUDGMENT
Investments, LLC.
3 On April 20, 2018, Iand my co-owner in JLM Energy, Inc. and JLM Financial, Inc.,
Farid Dibachi, were required to sign an agreement with Yellowstone Capital West, LLC on behalf of
JLM Energy, Inc. Per the terms of this agreement, JLM would receive three hundred thousand dollars
($300,000.00) ostensibly in exchange for fifteen percent (15%) of JLM Energy, Inc’s accounts
receivable. Also, per the terms of the agreement, JUM Energy, Inc. was required to make daily
coclmlUNUOUlUlCUCUCOOOUCUMNSNCUDN
payments out of a specified bank account, with Yellowstone not responsible for overdrafts or other
problems. This loan was secured by a blanket security interest in all JUM Energy, Inc.’s assets.
Attached as Exhibit A is atrue and correct copy of the “Secured Merchant Agreement” Farid Dibachi
and |signed on behalf of JUM Energy, Inc.
11 4. In addition to thissecurity interest in JLM’s assets, Yellowstone required me and Farid
12 Dibachi to guarantee the professed obligation. The guarantee also purports to provide a blanket
13 security interest in assets of a business of mine, Clark’s Corner Investments, LLC that isunrelated to
14 JLM.
15 5. On information and belief, in early to mid 2018, JUM Energy, Inc. could no longer
16 afford the fixed payments Yellowstone had imposed and was unable to make said payment.
17 Yellowstone procured an Affidavit of Confession of Judgment from both me and Farid Dibachi.
18 6. On or about January 28, 2019 Ibecame aware that Yellowstone was pursuing me,
19 JLM, Escreenlogic, Inc., and Clark’s Corner for amoney judgment under the Secured Merchant
20 Agreement and Affidavit of Confession of Judgment in both New York (Index No. 119001-2018,
21 Ontario County) and California (Case No. 34-2018-00246134, Sacramento County). I subsequently
22 retained Parker Law Group to assist me in resolving the action. On information and belief, Farid
23 Dibachi was not named inthese actions and judgments because of a clerical error.
24 i On June 19, 2019 I settled the matter as to my entities (Clark’s Corner, Escreenlogic)
25 and myself. As part of this settlement, Yellowstone assigned all itsright, title,interest, and claims
26 under the (1) Secured Merchant Agreement, (2) New York Confession of Judgment, (3) the New
27 York Affidavit of Confession of Judgment, and (4) any California judgment. Attached as Exhibit B
28 isa true and correct copy of the settlement and assignment
DECLARATION OF KRAIG CLARK IN SUPPORT OF OPPOSITION TO DEFENDANT FARID
DIBACHI’S MOTION TO VACATE JUDGMENT ON SISTER-STATE JUDGMENT
I declare under the penalty of perjury under the laws of the State of California that the
foregoing 1s true and correct. Executed on thisday of March (2) _,
2020 atSacramento, California.
10
12
13
14
16
17
18
19
20
21
22
23
24
25
26
27
28
DECLARATION OF KRAIG CLARK IN SUPPORT OF OPPOSITION TO DEFENDANT FARID
DIBACHI’S MOTION TO VACATE eee ON SISTER-STATE JUDGMENT
EXHIBIT “A”
YELLOWSTONE CAPITAL WEST,
30Broad
Street,
1thFloor, Suite
1462,
NewYork,
NewYork10004
LLC
CFL License
Number
SECURED
me agreement,dated4/20/2018, between
archanit’): TICLOWSENE ree: °
(“YCW")
“ and the manrend
merchantlisted
below (the
BusinessLegalName: JLM ENERGY,INC.; Pe : : “
D/B/A: JLMENERGY and theentities
itted oo“ECe IE
Typeof Entity:
Corporation EIN #:27-5064609
Physical
Address:4425 GRANITE DRIVE,ROCKLIN, CA 95677. ,
MailingAddress:3735 PLACER CORPORATE DRIVE,ROCKLIN, CA 95765
D F g S
Merchantherebysells,
assignsar » i
Price”)
or specifie
from: d below,
relating
10the the
Specified
payment ofPenscertae
moniesfrom natge
Mechan FEWof
theMere onan
hant igreeanin
8 futureee cuan eiee
accounts
, rights eit
contract andotheree e
obligations
arising
paymentsmade by cash,
check,
creditordeb one § customers’
and/orother
thirdpartypayors
(the“Receipts")
defined
as all
raatchieni'sibyplness)
faethe
Dames! - ctind,
electronic
transfer
or other
formof monetary
payment intheordinary
course
of the
hasbeendelivered
byMerchanttoYCW (theTipeenent bein ee HERES Reso (aI-Puetasee Arona
EGE eo nneata be jiald
toyew by Merchant's
irrevocably
authorizing
onlyONE depositing
accountacceptable
toYCW (the
irausactioct
acaisuentee eeve specified
below(the“Specified
Percentage”)
oftheMerchant's
settlement
amountsdue fromeach
seeaihedeeitiauressenna i. receives
paymentinfull
ofthePurchased
Amount.Merchantherebyauthorizes
YCW toACH Debitthe
bunkstatementaMerch m ‘ . erchant
8bankaccountonadailybasis
andwill
provideYCW withall
required
access
codes,andmonthly
aroma ut ven ue erstands
thatit is
responsible
forensuring
that
thespecified
percentage
tobedebited
byYCW remainsinthe
a anne he responsible
foranyfeesincurred
by YCW resulting
from arejected
ACH attemptoran event
of default.
(See
AppendixA).YCW isnotresponsible
foranyoverdrafts
orrejected
transactions
thatmayresult
from YCW'sACH debiting
thespecified
amounts underthe termsof this
agreement.YCW may,uponMerchant'srequest,
adjusttheamount ofanypayment dueunder this
AgreementatYCW's sole
discretion
andas it
deems appropriate.
Notwithstanding
anything
tothecontrary
inthis
Agreementoranyother
agreementbetween YCW and Merchant,upon theviolation
ofany provision
contained
the MERCHANT AGREEMENT TERMS AND
CONDITIONS or theoccurrenceof anEvent ofDefault
under theMERCHANT AGREEMENT TERMS AND CONDITIONS, theSpecified
Percentage
shall
equal100%.A list of all
feesapplicable
underthis
agreementis annexed
hereto
inAppendixA.
$300,000.00 15% $417,000.00
THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH INTHE “SECURITY AGREEMENT AND GUARANTY”
AND “ADMINISTRATIVE FORM” HEREOF ARE HEREBY INCORPORATED HEREIN AND MADE APART OF THIS AGREEMENT.
FOR THE MERCHANT #1 OWNER/GUARANTOR #1
By: ; ‘6
y 2, f4eS
.
Lo, CEA
3
.
Name: KRAIG ALAN CLARK Name: KRAIG ALAN CLARK
Title:OWNER SSN: 573-79-7094
SSN: 573-79-7094
FOR THE MERCHANT #2 /f OWNER/GUARANTOR #2 Mv
By: . By:
» Z\ : % WY
Name: FARID DIBACHY oe Name: FARID DIBACHI /
Title:OWNER SSN: 412-31-8456
SSN: 412-31-8456
of the
execution
Its terms
all
Agre ement t to of the including
Agreement,
Tothe set
extent each
herein,
forth parties
of the upon
is obligated her
his, or
heorshe to
is authorized Agreement
this
sign (or
the Terms
Additional set below.
forth Eachofabave-signed and
Merchant that
represents
Owner(s)
; inand e
in¢
bait d
fe ts,
deemed and
forms
rampeial
Merchant, said
binding
legally Merchanttopaythis n and
obligatio thatthe on
informati tereinian
provided
interviews and
accurate
is true, completeIn such
If any
all respects. information or misleading,
Is false Taw.
i < YCW mayproduceamonthly
recorded tiivertigadive
and
Merchant YCW,and YCW be
shall to
entitled remedies
all >
available oe
. r apenas VOW. An
breach agreements
of all between
Percentage
ofReceivables
fromMerchant LO
via anMorhorizes YCW, itsagentsaiid
the
reflecting
statement of
delivery theSpecified
may
report bemade inconnection
withtheAgreement.
Merchantand each ofthe above-signed Ownernyotherstatements obtained
or data
representatives
undany credit-reporting
agencyengagedbyYCW,to investigate
(i) anyreferences
ate . ny atanytimenow or so
for longas
fromoraboutMerchantorany of itsOwnersfor thepurpose Agreement,
of this and pull
(ii) aot nant or YCW's
for to
abilitydetermine
and/orOwners(s)
continuetohaveanyobligation
owedto YCW asaconsequenceofthisAgr
Merchant
Merchant's
eligibility agreement
future
into any
to enter withCompany. GREEMENT MAY
BY MERCHANT OR OWNER INCONNECTION vs ae NESENTATIO N.
ANY MISREPRESENTATION MADE
CONSTITUTE A SEPARATE CAUSE OF ACTION FOR FRAUD OR INTENTIONA
1413176
Scanned by CamScanner
YELLOWSTONE CAPITAL WEST, LLC - SECURITY AGREEMENT AND GU ARANTY
Business LegalName: JLM ENERGY, o INC. LINK. and
the entites:
Hsted“don
on "E"Ext .
D/B/A: JLMENERGY and theentities
listedon “Exhibit
A" _
Type ofEntity:Corporation EIN #:29-5
PhysicalAddress:4425 GRANITE DRIVE, ROCKLIN, CA 98677 0400?
MallingAddress:3735 PLACER CORPORATE DRIVE,ROCK LIN,CA 95765
I. SECURITY AGREEMENT
Security Interest.
herelyruvaris Tosecure
¥CWa cecatio Merchant
's Spayment
payme and performa
rf
pen
tene t nce imati
obligatio
ns
gallons
lo :
YCW under
wene fay ‘securityinterest
in theMerchant Agreeme
allassets
now owned,of hereufler
acquired,including
withoutHin taliaar
(a)
al werchant
senerul
wens nuan
, nn sibles
;es,t
eetation, nts,
all and
depositaccounts,
accounts-receivable,
and otherreceivables,
chattel
inventory
, asthoseterms Paper.documents C suipment
are defined
by Anticle
9 oftheUniform CommercialColethe "UGE
Satie crown oraequired byMerchant; and (b)ullproceeds,
asthatterm
collectively,
the “Collateral”), isdefinedb Article
9 ofthe ta “ :
Cross-Co
llateral
. To ssecure One SNS NES a and as
ss ee . u r's 8
Guaranto payment
) and performa
i nce obligationss
(the “Agreement"), toYCW underer
thisthis
Securi
Security Agree
Guarantorhereby grantsYCW an additional j
securily
interest
in NEY
sion
the (“Additional
tren Collateral”
ofthis Agee a j Mae ; are thatvw; a: havea HORAN interest
intheaforesaidAdditional
Collateral
under
the an agreement
Merchant between
Agreement Merchant or Guarantorand YCW thepa mow mae
(the and agreeinet
“Cross-Collateral”)
will ait
secure Oe
theobligations
hereunderandunder
Merchant and Guarantorcach agreesto executeany documentsor takeanyactioninconnectionwith this
Agreement as YCW
necessaryto perfector maintain YCW’s first deems
prioritysecurity
interestintheCollateral,
the AdditionalCollateral
Collateral,
includingthe and theCross
executionof any accountcontrolagreements.Merchant andGuarantor
any
eachhereby authorizes
YCW to file
financingstatementsdeemed necessaryby YCW toperfectormaintainYCW’s security
interest,
which financing
statement
containnotification may
thatMerchant and Guarantorhave granteda negative
pledgetoYCW withrespecttotheCollateral,
theAdditional
Collateral
and the Cross-Collateral,
and thatany subsequentlienormay be
Guarantor
tortiausly
interfering
with YCW’s rights.
Merchant and
shallbe liableforand YCW may chargeand collectall
costsand expenses,includingbutnot limitedtoattomey’sfees,
which may be incurred by YCW in protecting,preserving
and enforcingYCW’s securityinterest
and rights.Merchantfurther
acknowledges that YCW may use anotherlegalname and/orD/B/A when designatingtheSecured Party,
when YCW files
theabove-
referencedfinancingstatement(s).
Negative Pledge.Merchant and Guarantor(s)each agreesnottocreate,
incur,assume,orpermit toexist,
directly
orindirectly,
any lien
on or withrespecttoany of theCollateral,
theAdditionalCollateral
ortheCross-Collateral,
asapplicable.
i »YCW shallhave therighttocureMerchant’s defaultinthepayment of rentonthe
following terms.In theevent Merchant is servedwith papersinan actionagainstMerchant fornonpayment of rentorforsummary
eviction,YCW may execute its
rightsand remediesunder theAssignment ofLease.Merchant alsoagreesthatYCW may enter
intoan
agreement with Merchant’s landlordgivingYCW theright:
(a)to enter
Merchant's premisesand totakepossessionofthefixtures
and
equipment thereinforthe purpose ofprotectingand preserving
same; and(b) toassignMerchant'sleasetoanotherqualified
Merchant
capableof operatinga businesscomparable toMerchant's atsuchpremises.
Remedies. Upon any Event ofDefault, YCW may (i)pursueany remedy availableatlaw (includingthose available
under the
provisionsofthe UCC), (ii)orinequity tocollect,
enforce,orsatisfy
any obligations
thenowing, whetherby acceleration
orotherwise,
and (iii)
exerciseitsrightsunderthisAgreement.
IL. GUARANTY
Perso Guaranty nal
of Performance. The undersignedGuarantor(s)herebyguaranteesto YCW, Merchant’sperformance of of
all the
warranties,covenants made by Merchant in Security
this Agreement and Guarantee,and theMerchant Agreement, at
representations,
may berenewed, amended, extended orotherwise modified(the“Guaranteed Guarantor
Obligations”). sase
each agreement
thetime of any breachby Merchant ofany warranty,
representation, orcovenant made hy Meron int Ns :rest rent
aredue (i)at
Agreement, and(ii)ifany warranty
representation, orcovenantmade by Merchant inthisAgreement,or
and theMerchant
Agreement, arefalseand/ormisleading, inYCW’s soleand absolutediscretion.
orperform any when
obligation
Guarantor Waivers. Inthe event thatMerchant failstodeliverthereceiva lespurchased; hereundera sca ‘irom
Agreement, YCW may enforce rights
its under thisAgreement swutiniet secking
first ieee eccenenl
due under the Merchant
otherguarantor,or any Additional
Collateral, or
Collateral YCW
Cross-Collateral may holdpursuantto g
Merchant, any
or anyother guaranty,
Owner | Kc—
Initials:
.
ev.9.6.17
Owner 2Initials:
Scanned by CamScanner
EXHIBIT A
LIST OF ADDITIONAL PARTIES IN WHOSE ASSETS SELLER HAS GRANTED BUYER A
BLANKET SECURITY INTEREST:
JLM FINANCIAL, INC dba JLM FINANCIAL
4401 GRANITE DR STE A,ROCKLIN, CA 95677
MEIN: ZSE- 4+O789 FS
ESCREENLOGIC, INC dba ESCREENLOGIC
4401 GRANITE DR STE A, ROCKLIN, CA 95677
EIN:46-4884191
CLARK'S CORNER INVESTMENTS LLC dba CLARK'S CORNER INVESTMENTS
4401 GRANITE DR STE A, ROCKLIN, CA 95677
EIN: 27-2127154
Buyer may file a UCC-1 financing statement with the appropriate Secretary of State(s)
reflecting a blanket security interestin theassets of the above-listed entities.
Dated: 4/20/2018
0
Merchant 1
Kale
Legal Name: KRAIG ALAN CLARK
Title:
By:
> “\
Merchant 2 L¢gal Name: FARID DIBACHI
Title:
Scanned by CamScanner
EXHIBIT “B-1”
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (“Agreement”) ismade and entered into June 19,
2019 by and between Escreenlogic, Inc. (“Escreenlogic”), Clark’s Corner Investments, LLC dba
Clark’s Corner Investments (“Clark’s Corner”), and Kraig Alan Clark, an individual (“Clark”)
(collectively “Defendants” ) on the one hand, and Yellowstone Capital West, LLC, AKA West
Coast Business Capital, LLC (“Plaintiff’) on the other hand, each of whom are individually a
“Party” and collectively the “Parties”, and all of whom hereby agree as follows:
RECITALS
1, On July 13, 2018, Plaintiff filed an Affidavit of Confession of Judgment against
Defendant in the Supreme Court of the State of New York, County of Ontario, Index No.
Preview
Port J.Parker SBN 179256 R. Shane Quigley SBN 300405 PARKER LAW GROUP ATTORNEYS A Professional Corporation 555 Capitol Mall, Suite 1230 FILe i) Sacramento, CA 95814 Superior ‘Gourt of California Telephone: (916) 996-0400 County of Placer MAR 18 2020 Attorneys for Plaintiff es Ls Gulak Clerk Clark’s Corner Investments, LLC By: O. Lucatuorto, Deputy SUPERIOR COURT OF CALIFORNIA 10 IN AND FOR THE COUNTY OF PLACER 11 12 CLARK’S CORNER INVESTMENTS, LLC, | Case No. SCV0044290 d/b/a CLARK’S CORNER INVESTMENTS 13 DECLARATION OF KRAIG CLARK IN Plaintiff, SUPPORT OF OPPOSITION TO V. DEFENDANT FARID 14 TO VACATE JUDGMENT DIBACHI’S ON MOTION SISTER- 15 JLM FINANCIAL INC., d/b/a JUM STATE JUDGMENT FINANCIAL, and FARID DIBACHI 16 Date: March 26, 2020 Defendants. Time: 8:30 a.m. 17 Dept.: 42 18 19 BY FAX 20 I,KRAIG CLARK, declare as follows: 21 l. I am an individual currently residing in Sacramento County, California. The matters 22 set forth herein are based upon my own personal knowledge and observation, except as to those 23 matters which are explicitly state to be based upon information and belief, and as to those matters, I 24 believe them to be true. Ifcalled upon to testify as to the matters set forth herein, |could and would 25 competently testify thereto. 26 hs I am the sole owner and principal of Clark’s Corner Investments, LLC, a position I 27 have held since January 2010. I have been an owner and principal of Clark’s Corner Investments, 28 LLC since itsinception. Farid Dibachi has never been a member or principal of Clark’s Corner DECLARATION OF KRAIG CLARK IN SUPPORT OF OPPOSITION TO DEFENDANT FARID DIBACHI’S MOTION TO VACATE JUDGMENT ON SISTER-STATE JUDGMENT Investments, LLC. 3 On April 20, 2018, Iand my co-owner in JLM Energy, Inc. and JLM Financial, Inc., Farid Dibachi, were required to sign an agreement with Yellowstone Capital West, LLC on behalf of JLM Energy, Inc. Per the terms of this agreement, JLM would receive three hundred thousand dollars ($300,000.00) ostensibly in exchange for fifteen percent (15%) of JLM Energy, Inc’s accounts receivable. Also, per the terms of the agreement, JUM Energy, Inc. was required to make daily coclmlUNUOUlUlCUCUCOOOUCUMNSNCUDN payments out of a specified bank account, with Yellowstone not responsible for overdrafts or other problems. This loan was secured by a blanket security interest in all JUM Energy, Inc.’s assets. Attached as Exhibit A is atrue and correct copy of the “Secured Merchant Agreement” Farid Dibachi and |signed on behalf of JUM Energy, Inc. 11 4. In addition to thissecurity interest in JLM’s assets, Yellowstone required me and Farid 12 Dibachi to guarantee the professed obligation. The guarantee also purports to provide a blanket 13 security interest in assets of a business of mine, Clark’s Corner Investments, LLC that isunrelated to 14 JLM. 15 5. On information and belief, in early to mid 2018, JUM Energy, Inc. could no longer 16 afford the fixed payments Yellowstone had imposed and was unable to make said payment. 17 Yellowstone procured an Affidavit of Confession of Judgment from both me and Farid Dibachi. 18 6. On or about January 28, 2019 Ibecame aware that Yellowstone was pursuing me, 19 JLM, Escreenlogic, Inc., and Clark’s Corner for amoney judgment under the Secured Merchant 20 Agreement and Affidavit of Confession of Judgment in both New York (Index No. 119001-2018, 21 Ontario County) and California (Case No. 34-2018-00246134, Sacramento County). I subsequently 22 retained Parker Law Group to assist me in resolving the action. On information and belief, Farid 23 Dibachi was not named inthese actions and judgments because of a clerical error. 24 i On June 19, 2019 I settled the matter as to my entities (Clark’s Corner, Escreenlogic) 25 and myself. As part of this settlement, Yellowstone assigned all itsright, title,interest, and claims 26 under the (1) Secured Merchant Agreement, (2) New York Confession of Judgment, (3) the New 27 York Affidavit of Confession of Judgment, and (4) any California judgment. Attached as Exhibit B 28 isa true and correct copy of the settlement and assignment DECLARATION OF KRAIG CLARK IN SUPPORT OF OPPOSITION TO DEFENDANT FARID DIBACHI’S MOTION TO VACATE JUDGMENT ON SISTER-STATE JUDGMENT I declare under the penalty of perjury under the laws of the State of California that the foregoing 1s true and correct. Executed on thisday of March (2) _, 2020 atSacramento, California. 10 12 13 14 16 17 18 19 20 21 22 23 24 25 26 27 28 DECLARATION OF KRAIG CLARK IN SUPPORT OF OPPOSITION TO DEFENDANT FARID DIBACHI’S MOTION TO VACATE eee ON SISTER-STATE JUDGMENT EXHIBIT “A” YELLOWSTONE CAPITAL WEST, 30Broad Street, 1thFloor, Suite 1462, NewYork, NewYork10004 LLC CFL License Number SECURED me agreement,dated4/20/2018, between archanit’): TICLOWSENE ree: ° (“YCW") “ and the manrend merchantlisted below (the BusinessLegalName: JLM ENERGY,INC.; Pe : : “ D/B/A: JLMENERGY and theentities itted oo“ECe IE Typeof Entity: Corporation EIN #:27-5064609 Physical Address:4425 GRANITE DRIVE,ROCKLIN, CA 95677. , MailingAddress:3735 PLACER CORPORATE DRIVE,ROCKLIN, CA 95765 D F g S Merchantherebysells, assignsar » i Price”) or specifie from: d below, relating 10the the Specified payment ofPenscertae moniesfrom natge Mechan FEWof theMere onan hant igreeanin 8 futureee cuan eiee accounts , rights eit contract andotheree e obligations arising paymentsmade by cash, check, creditordeb one § customers’ and/orother thirdpartypayors (the“Receipts") defined as all raatchieni'sibyplness) faethe Dames! - ctind, electronic transfer or other formof monetary payment intheordinary course of the hasbeendelivered byMerchanttoYCW (theTipeenent bein ee HERES Reso (aI-Puetasee Arona EGE eo nneata be jiald toyew by Merchant's irrevocably authorizing onlyONE depositing accountacceptable toYCW (the irausactioct acaisuentee eeve specified below(the“Specified Percentage”) oftheMerchant's settlement amountsdue fromeach seeaihedeeitiauressenna i. receives paymentinfull ofthePurchased Amount.Merchantherebyauthorizes YCW toACH Debitthe bunkstatementaMerch m ‘ . erchant 8bankaccountonadailybasis andwill provideYCW withall required access codes,andmonthly aroma ut ven ue erstands thatit is responsible forensuring that thespecified percentage tobedebited byYCW remainsinthe a anne he responsible foranyfeesincurred by YCW resulting from arejected ACH attemptoran event of default. (See AppendixA).YCW isnotresponsible foranyoverdrafts orrejected transactions thatmayresult from YCW'sACH debiting thespecified amounts underthe termsof this agreement.YCW may,uponMerchant'srequest, adjusttheamount ofanypayment dueunder this AgreementatYCW's sole discretion andas it deems appropriate. Notwithstanding anything tothecontrary inthis Agreementoranyother agreementbetween YCW and Merchant,upon theviolation ofany provision contained the MERCHANT AGREEMENT TERMS AND CONDITIONS or theoccurrenceof anEvent ofDefault under theMERCHANT AGREEMENT TERMS AND CONDITIONS, theSpecified Percentage shall equal100%.A list of all feesapplicable underthis agreementis annexed hereto inAppendixA. $300,000.00 15% $417,000.00 THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH INTHE “SECURITY AGREEMENT AND GUARANTY” AND “ADMINISTRATIVE FORM” HEREOF ARE HEREBY INCORPORATED HEREIN AND MADE APART OF THIS AGREEMENT. FOR THE MERCHANT #1 OWNER/GUARANTOR #1 By: ; ‘6 y 2, f4eS . Lo, CEA 3 . Name: KRAIG ALAN CLARK Name: KRAIG ALAN CLARK Title:OWNER SSN: 573-79-7094 SSN: 573-79-7094 FOR THE MERCHANT #2 /f OWNER/GUARANTOR #2 Mv By: . By: » Z\ : % WY Name: FARID DIBACHY oe Name: FARID DIBACHI / Title:OWNER SSN: 412-31-8456 SSN: 412-31-8456 of the execution Its terms all Agre ement t to of the including Agreement, Tothe set extent each herein, forth parties of the upon is obligated her his, or heorshe to is authorized Agreement this sign (or the Terms Additional set below. forth Eachofabave-signed and Merchant that represents Owner(s) ; inand e in¢ bait d fe ts, deemed and forms rampeial Merchant, said binding legally Merchanttopaythis n and obligatio thatthe on informati tereinian provided interviews and accurate is true, completeIn such If any all respects. information or misleading, Is false Taw. i < YCW mayproduceamonthly recorded tiivertigadive and Merchant YCW,and YCW be shall to entitled remedies all > available oe . r apenas VOW. An breach agreements of all between Percentage ofReceivables fromMerchant LO via anMorhorizes YCW, itsagentsaiid the reflecting statement of delivery theSpecified may report bemade inconnection withtheAgreement. Merchantand each ofthe above-signed Ownernyotherstatements obtained or data representatives undany credit-reporting agencyengagedbyYCW,to investigate (i) anyreferences ate . ny atanytimenow or so for longas fromoraboutMerchantorany of itsOwnersfor thepurpose Agreement, of this and pull (ii) aot nant or YCW's for to abilitydetermine and/orOwners(s) continuetohaveanyobligation owedto YCW asaconsequenceofthisAgr Merchant Merchant's eligibility agreement future into any to enter withCompany. GREEMENT MAY BY MERCHANT OR OWNER INCONNECTION vs ae NESENTATIO N. ANY MISREPRESENTATION MADE CONSTITUTE A SEPARATE CAUSE OF ACTION FOR FRAUD OR INTENTIONA 1413176 Scanned by CamScanner YELLOWSTONE CAPITAL WEST, LLC - SECURITY AGREEMENT AND GU ARANTY Business LegalName: JLM ENERGY, o INC. LINK. and the entites: Hsted“don on "E"Ext . D/B/A: JLMENERGY and theentities listedon “Exhibit A" _ Type ofEntity:Corporation EIN #:29-5 PhysicalAddress:4425 GRANITE DRIVE, ROCKLIN, CA 98677 0400? MallingAddress:3735 PLACER CORPORATE DRIVE,ROCK LIN,CA 95765 I. SECURITY AGREEMENT Security Interest. herelyruvaris Tosecure ¥CWa cecatio Merchant 's Spayment payme and performa rf pen tene t nce imati obligatio ns gallons lo : YCW under wene fay ‘securityinterest in theMerchant Agreeme allassets now owned,of hereufler acquired,including withoutHin taliaar (a) al werchant senerul wens nuan , nn sibles ;es,t eetation, nts, all and depositaccounts, accounts-receivable, and otherreceivables, chattel inventory , asthoseterms Paper.documents C suipment are defined by Anticle 9 oftheUniform CommercialColethe "UGE Satie crown oraequired byMerchant; and (b)ullproceeds, asthatterm collectively, the “Collateral”), isdefinedb Article 9 ofthe ta “ : Cross-Co llateral . To ssecure One SNS NES a and as ss ee . u r's 8 Guaranto payment ) and performa i nce obligationss (the “Agreement"), toYCW underer thisthis Securi Security Agree Guarantorhereby grantsYCW an additional j securily interest in NEY sion the (“Additional tren Collateral” ofthis Agee a j Mae ; are thatvw; a: havea HORAN interest intheaforesaidAdditional Collateral under the an agreement Merchant between Agreement Merchant or Guarantorand YCW thepa mow mae (the and agreeinet “Cross-Collateral”) will ait secure Oe theobligations hereunderandunder Merchant and Guarantorcach agreesto executeany documentsor takeanyactioninconnectionwith this Agreement as YCW necessaryto perfector maintain YCW’s first deems prioritysecurity interestintheCollateral, the AdditionalCollateral Collateral, includingthe and theCross executionof any accountcontrolagreements.Merchant andGuarantor any eachhereby authorizes YCW to file financingstatementsdeemed necessaryby YCW toperfectormaintainYCW’s security interest, which financing statement containnotification may thatMerchant and Guarantorhave granteda negative pledgetoYCW withrespecttotheCollateral, theAdditional Collateral and the Cross-Collateral, and thatany subsequentlienormay be Guarantor tortiausly interfering with YCW’s rights. Merchant and shallbe liableforand YCW may chargeand collectall costsand expenses,includingbutnot limitedtoattomey’sfees, which may be incurred by YCW in protecting,preserving and enforcingYCW’s securityinterest and rights.Merchantfurther acknowledges that YCW may use anotherlegalname and/orD/B/A when designatingtheSecured Party, when YCW files theabove- referencedfinancingstatement(s). Negative Pledge.Merchant and Guarantor(s)each agreesnottocreate, incur,assume,orpermit toexist, directly orindirectly, any lien on or withrespecttoany of theCollateral, theAdditionalCollateral ortheCross-Collateral, asapplicable. i »YCW shallhave therighttocureMerchant’s defaultinthepayment of rentonthe following terms.In theevent Merchant is servedwith papersinan actionagainstMerchant fornonpayment of rentorforsummary eviction,YCW may execute its rightsand remediesunder theAssignment ofLease.Merchant alsoagreesthatYCW may enter intoan agreement with Merchant’s landlordgivingYCW theright: (a)to enter Merchant's premisesand totakepossessionofthefixtures and equipment thereinforthe purpose ofprotectingand preserving same; and(b) toassignMerchant'sleasetoanotherqualified Merchant capableof operatinga businesscomparable toMerchant's atsuchpremises. Remedies. Upon any Event ofDefault, YCW may (i)pursueany remedy availableatlaw (includingthose available under the provisionsofthe UCC), (ii)orinequity tocollect, enforce,orsatisfy any obligations thenowing, whetherby acceleration orotherwise, and (iii) exerciseitsrightsunderthisAgreement. IL. GUARANTY Perso Guaranty nal of Performance. The undersignedGuarantor(s)herebyguaranteesto YCW, Merchant’sperformance of of all the warranties,covenants made by Merchant in Security this Agreement and Guarantee,and theMerchant Agreement, at representations, may berenewed, amended, extended orotherwise modified(the“Guaranteed Guarantor Obligations”). sase each agreement thetime of any breachby Merchant ofany warranty, representation, orcovenant made hy Meron int Ns :rest rent aredue (i)at Agreement, and(ii)ifany warranty representation, orcovenantmade by Merchant inthisAgreement,or and theMerchant Agreement, arefalseand/ormisleading, inYCW’s soleand absolutediscretion. orperform any when obligation Guarantor Waivers. Inthe event thatMerchant failstodeliverthereceiva lespurchased; hereundera sca ‘irom Agreement, YCW may enforce rights its under thisAgreement swutiniet secking first ieee eccenenl due under the Merchant otherguarantor,or any Additional Collateral, or Collateral YCW Cross-Collateral may holdpursuantto g Merchant, any or anyother guaranty, Owner | Kc— Initials: . ev.9.6.17 Owner 2Initials: Scanned by CamScanner EXHIBIT A LIST OF ADDITIONAL PARTIES IN WHOSE ASSETS SELLER HAS GRANTED BUYER A BLANKET SECURITY INTEREST: JLM FINANCIAL, INC dba JLM FINANCIAL 4401 GRANITE DR STE A,ROCKLIN, CA 95677 MEIN: ZSE- 4+O789 FS ESCREENLOGIC, INC dba ESCREENLOGIC 4401 GRANITE DR STE A, ROCKLIN, CA 95677 EIN:46-4884191 CLARK'S CORNER INVESTMENTS LLC dba CLARK'S CORNER INVESTMENTS 4401 GRANITE DR STE A, ROCKLIN, CA 95677 EIN: 27-2127154 Buyer may file a UCC-1 financing statement with the appropriate Secretary of State(s) reflecting a blanket security interestin theassets of the above-listed entities. Dated: 4/20/2018 0 Merchant 1 Kale Legal Name: KRAIG ALAN CLARK Title: By: > “\ Merchant 2 L¢gal Name: FARID DIBACHI Title: Scanned by CamScanner EXHIBIT “B-1” SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release (“Agreement”) ismade and entered into June 19, 2019 by and between Escreenlogic, Inc. (“Escreenlogic”), Clark’s Corner Investments, LLC dba Clark’s Corner Investments (“Clark’s Corner”), and Kraig Alan Clark, an individual (“Clark”) (collectively “Defendants” ) on the one hand, and Yellowstone Capital West, LLC, AKA West Coast Business Capital, LLC (“Plaintiff’) on the other hand, each of whom are individually a “Party” and collectively the “Parties”, and all of whom hereby agree as follows: RECITALS 1, On July 13, 2018, Plaintiff filed an Affidavit of Confession of Judgment against Defendant in the Supreme Court of the State of New York, County of Ontario, Index No.