START-UP BUSINESS FUNDING PACKAGE AGREEMENT
This Agreement is made and entered into by and between Cire Wealth Advisory Group LLC (“Seller”); whose address is : 509 South Pacific Street Suite 218 Mineola , Tx 75773
and ________________________________ ("Purchaser"), whose address is ____________________________________________________.
ARTICLE I
AGREEMENT TO SELL AND PURCHASE
1.1 AGREEMENT TO SELL AND PURCHASE. For and in consideration of the Purchase Price and the covenants herein contained, Seller agrees to sell, assign, transfer and convey to Purchaser, and Purchaser agrees to purchase from Seller, on the terms and conditions as set forth herein, all right, title and interest of Seller in and to each purchased consumer loan receivable represented in the White Label Partner/Branch Office Default Portfolio ("Portfolio") and included as "Exhibit A", as of the effective Closing Date.
ARTICLE II
WARRANTIES, REPRESENTATIONS
2.1 WARRANTIES AND REPRESENTATIONS. Purchaser has made an independent investigation as to the nature, collectability, and value of the Portfolio, and enters into this Agreement solely on the basis of Purchaser’s own judgment. The transfer provided for in Paragraph 1.1 shall be expressly made without recourse or representation as to the character, accuracy or sufficiency of information furnished to Purchaser, expressed, or implied, other than the following:
a) Seller warrants that this Portfolio shall not include accounts which, as of the Closing Date, ______________ are classified as follows (hereinafter referred to as "Unqualified Accounts"):
i. Bankrupt without reaffirmation. A request form is provided. An industry acceptable report providing the bankruptcy filing information must be provided as proof of claim.
ii. All debtor(s) obligated on the Account were deceased as determined by the date of death on provided death certificate(s).
iii. Fraud (as determined by the date the fraud charge was made). A fraud or forgery affidavit must be provided.
iv. Settled: the settlement check was received by Seller prior to the Closing Date.
v. Pending litigation.
Buyer understands and agrees to the qualifications that determine what accounts may be termed as Unqualified Accounts. Buyer acknowledges the recourse considerations in Exhibit C to the extent any term or provision on Exhibit C conflicts with or is otherwise inconsistent with the terms contained herein, the terms on Exhibit C shall control. ___________ (Buyer Initial)
b) Seller has good title to Accounts being sold, free and clear of all liens and pledges. Seller also has full power and authority to sell, assign, transfer and convey the Portfolio to the Purchaser and all other necessary proceedings on the part of the Seller have been duly taken to authorize the sale.
c) No warranties or representations are given for the following:
i. The collectability of any account.
ii. The income, if any, to be derived from the accounts.
iii. The existence, sufficiency or timeliness of any account documentation.
iv. The creditworthiness of any obligor.
v. Any other matter with respect to the accounts.
Except for expressed matters contained herein, Purchaser further acknowledges and agrees that the accounts are made on an “as is” basis with all faults.
d) Seller has complied to the best of its knowledge and belief, with applicable federal, state and local laws, and regulations relating to the making and collection of the Portfolio up to the date of the sale contemplated herein.
e) All of the receivables contained within the Portfolio were made for valuable consideration and are now legally enforceable obligations of the respective persons shown as indebted thereon, except as may be limited by statutes of limitations, bankruptcy, insolvency, moratorium or receivership.
f) The persons shown as indebted on the Portfolio have not initiated any lawsuits against the Seller, and such persons have no legally enforceable rights to set-off, counterclaim, cancellation or legally enforceable claim that the Portfolio suffers from lack of consideration, forgery or alteration of such person’s signature, except as may be disclosed or contained in the relevant file or documents.
g) The amounts shown on Exhibit A to be owing and unpaid on the respective receivables of the Portfolio represent the amount owed by all individual debtors to said Seller.
h) There are no judgments against the Seller that could become a lien against the receivables of the Portfolio.
i) Purchaser shall not assume or incur liability for any debt, or other obligation of Seller other than as herein provided.
2.2 REFUNDS. Seller represents that any "Unqualified Accounts" will result in a replacement account. Purchaser will report accounts requiring replacement to Seller every thirty (30) days during the warranty period of ninety (90) days. Seller will replace an account to Purchaser within 30 days from the time of notification. Warranty expiration date based on Closing Date will be ninety days after closing. Postdate will determine validity.
2.3 SELLER’S RIGHT TO REPURCHASE. Seller shall have the right and obligation to repurchase (for the amount paid at the Closing Date), any Account that Seller determines to be an “Unqualified Account” according to Article 2.1 (a). Within sixty (60) days after closing, Seller shall have the right but not the obligation, to repurchase any Account Seller determines where there is a pending or threatened suit, action, or other legal proceeding or investigation naming Seller or otherwise involving Seller’s interest therein in a manner unacceptable to Seller, or if Seller determines that Seller’s interest therein cannot be adequately protected without Seller owning such Account, seller may repurchase that Account within thirty (30) days after closing.
2.4 DOCUMENTATION. Seller will use its best effort to obtain and provide, if available, additional credit file information, as requested by Purchaser on an “as needed” basis within the following guidelines:
a) Account media will be ordered from the Originator and delivered within 45 days after closing. Requests need to be submitted via form and pre-paid. Media may be ordered at a cost of $100.00 US Funds per request. A request consists of any combination of statements and/or the original application for a specified account unless defined otherwise in an exhibit attached to this agreement. Media cost is strictly a pass-through fee of actual cost charged by the Originator.
b) Media request turn-around varies from Originator to Originator. Allow processing time of 45 to 120 days for media requests.
c) The offer of accepting requests for media and forwarding them on to the originator does not guarantee the media exists or is readily available. Every effort will be made to process requests as they arrive and return received media within one business day of receipt.
2.5 AFFIDAVITS. Affidavits may be requested as needed at a cost of $ 100.00 per account. Requests need to be submitted via form and pre-paid. Best effort will be made to deliver the forms within 30 days of close date.
ARTICLE III
PURCHASE PRICE AND PAYMENT TERMS
3.1 PURCHASE PRICE. The Purchase Price for this Portfolio is calculated based on cents per dollar of the outstanding current principal balance of the Portfolio. The current principal balance is being sold without post charge-off accrued interest, as reflected in "Exhibit B" (Closing Statement). Any monies received by the Seller after the date of Closing from debtors will be transferred to the Purchaser within thirty (30) days of receipt of monies from debtors as long as Buyer has fully paid Seller for this purchase.
3.2 PERFORMANCE FEE. Fee of ten percent (12.5%) of the total amount of any and all funding/capital acquired/obtained/arranged during the term of this Agreement, whether from one or multiple sources, as access to each funding is received and/or available from loans, lines of credit, trade lines, leases, 401(k) financing, credit cards, business revenue financing, equipment financing, real estate financing, investor equity, etc.
a) Client agrees to pay to Advisor the 12.5% Performance Fee within two (2) business days of
receipt of or access to any funding. Failure to pay the Performance Fee within this time will result in a late fee of $50 per day after failure to pay the Performance Fee until the full amount due is paid to Advisor and also cause refundable setup fee to be forfeited, i.e., no longer be refundable. Nonpayment of Performance Fee and/or late fees will result in a suspension of the obligations of Advisor until full payment of all fees, including late fees are made and Client is current on all payments due.
(b)Refund. When Client has received $100,000 in capital funding and the Performance Fee of $12,500 has been paid to Advisor, Advisor shall refund the $2500.00 Refundable Setup Fee.
ARTICLE IV
CLOSING PROCEDURES
4.1 BULK TRANSFER/BILL OF SALE. On the Closing Date, Seller will sign "Exhibit D” (Assignment and Bill of Sale) for all assets listed in "Exhibit A” upon receipt of liquid funds. Upon receipt of said funds, Seller will fax or email a signed copy. Two executed copies of contract and bill of sale will be forwarded to Purchaser- one to be signed and returned to Seller within 3 days or this transaction may be completed through the use of Adobe for electronic signatures.
ARTICLE V
GENERAL CONSIDERATIONS
5.1 PURCHASER’S INDEMNIFICATION. Purchaser agrees that it will not renew, extend, negotiate, compromise, settle or release any purchased account unless it agrees to hold Seller harmless from any such act or from any adverse action arising out of Purchaser's collection efforts. Purchaser agrees to indemnify and hold Seller harmless of and from all claims, demands, suits or judgments, including all costs and expenses involved in connection with Seller's defense to protect provisions contained herein.
5.2 SELLER’S INDEMNIFICATION. Seller shall hold harmless and indemnify Purchaser from any and all liability, claim, demand, litigation, judgments, damages, legal fees and costs resulting from any actions taken by Seller, with regard to the collection of accounts being sold and purchased hereunder from the date Seller purchased the accounts from Seller's predecessor, through the date of closing of the transaction herein, including, but not limited to, any legal fees, costs, or expenses involved in connection with Purchaser's defense.
5.3 NOTICE OF CLAIM. Purchaser shall immediately notify Seller in writing of any claim against Seller which may come to its attention.
5.4 PURCHASER’S REPRESENTATION OF CAPACITY. Purchaser and/or the undersigned authorized agent of Purchaser represents that all laws, rules, regulations, charter provisions and by-laws have been duly complied with and that such representative is duly authorized to act on behalf of and bind Purchaser to the terms of this Agreement.
5.5 REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser covenants and agrees that in the collection of all Accounts listed in Exhibit A, Purchaser shall comply with all applicable state and federal debt collection laws. Purchaser also covenants and agrees that within thirty (30) days after the Closing Date, Purchaser shall notify all Account obligors at the last known address that the Accounts have been transferred and that payment on or any correspondence concerning the Accounts shall thereafter be directed to the Purchaser.
5.6 ENDORSEMENT Seller hereby constitutes and appoints Purchaser the true and lawful special attorney-in-fact of Seller in the name and stead of Seller, on behalf of and for the benefit of Purchaser, to endorse the name of the Seller without recourse upon all checks, drafts, notes, powers and other forms of exchange received as payment on any of the affected receivables.
5.7 STATUS OF SELLER. Seller represents warrants and certifies to Purchaser that it is qualified to transact business and duly licensed in all jurisdictions where necessary to purchase, hold and collect and sell the receivables of the Portfolio or any amounts due thereon. Seller also represents warrants and certifies to Purchaser that it has full power and authority to sell the receivables of the Portfolio to Purchaser and that all necessary proceedings on its part have been duly taken to authorize this purchase including but not limited to the compliment of all applicable laws, rules, regulations, ordinances and judgments.
5.8 STATUS OF PURCHASER. Purchaser represents, warrants, and certifies to Seller that it is a sophisticated financial institution in the business of buying of origination loans of the type being purchased and/or otherwise deals in such loans in the ordinary course of the Purchaser’s business.
5.9 CHOICE OF LAW AND JURISDICTION. This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas. Purchaser specifically agrees to the Wood County, Texas Courts as sole jurisdiction for litigation of any controversies arising out of this Agreement.
5.10 ARBITRATION. Any disputes or claims arising under this Agreement shall be submitted to binding arbitration under the rules of the American Arbitration Association, then in effect, under the jurisdiction of the State of Texas and conducted in Wood County, Texas.
5.11 ENTIRE AGREEMENT. This Agreement constitutes the entire understanding between the parties with respect to the subject matter, and supersedes all prior written and oral proposals, understandings, agreements, and representation, all of which are merged herein. No amendment or modification of this Agreement shall be effective unless it is in writing and executed by all of the parties hereto. THERE ARE NO UNWRITTEN ORAL AGREEMENTS BETWEEN THE PARTIES. All prior representations and statements made by any party or its representatives, whether verbally or in writing, are deemed to have been merged into this Agreement.
5.12 This document may be signed in counterpart and /or through facsimile and shall be binding in its entirety when an executed signature page is received by Business Paralegal Corporation.
SELLER:
Cire Wealth Advisory Group LLC Date:
509 South Pacific St. Suite 518
Mineola, TX 75773
BY: ____________________ BY: __________________
Printed Name: Veronica L. Reinaldo Printed Name: Eric R. Smith TITLE: CEO – Owner TITLE: Director – Owner
CWAG LLC -Agent :__________
BUYER:
Name: Date:
Street Address:
City:
State & Zip:
Phone:
Email:
SSN:
DOB:
BY: _______________________________________________________
Printed name: ________________________________________________
TITLE: _____________________________________________________
EXHIBIT A
INVENTORY LIST OF PORTFOLIO ACCOUNTS
Electronic file will be provided via email on closing date.
Description
Number of Accounts
Face Value
Rate
Purchase Price
White Label Partner/Branch Office License Agreements
1
$10,000+
$.25
$2,500
EXHIBIT B
CLOSING STATEMENT
Description: White Label Partner/Branch Office License Agreements
Number of Accounts: One (1)
Receivable Amount: $10,000+
Price: $2,500 due within twenty-four (24) hours of the execution of this document or is subject to a daily late fee of $50.00.
Collateralization: Until Purchaser pays Seller in full the purchase price, Seller shall retain a lien of the Portfolio preventing Seller from reselling the Portfolio in full or part until the full purchase price is paid to Seller.
Closing Date: ______________
Seller agrees to transfer ownership and possession of the entire portfolio of receivables, as set forth in Exhibit A, to Purchaser on or immediately after the Closing Date and Seller’s receipt of $2,500 non-enrollment fee.
This non-cancellable Agreement is effective from the date of the last signature of the parties, generally Seller, even if the enrollment fee has not yet been paid. Thus, in the case Buyer does not pay the enrollment fee, the purchase price is still owed to Seller by Buyer as stated herein. Buyer will sign both in their capacity as an individual and their capacity as owner of the business making personal and business assets liable on this Agreement.
Funds must be wired to the bank account listed below or via another means approved by Seller:
SEND $2,500 WIRE TO:
Routing Number (Bank of America ): 026009593
Account Number: 457047834141
Business Name (Cire Wealth Advisory Group LLC)
Address: 509 South Pacific Street Suite 218 Mineola, Tx 75773
Or Request an Invoice sent directly to your inbox from CWAG LLC – 2% Fee
$2500 +$50= $2550 total ( Return item fee $25)
EXHIBIT C
RECOURSE AND MEDIA CONSIDERATIONS
Recourse is available for a period of Ninety (90) days. Postmark will determine validity.
Bankruptcy- forms are provided. All information must be filled out. Supporting proof must be submitted. An industry acceptable report providing the bankruptcy information must be provided.
1. Account must have been filed prior to date of this agreement.
2. If there are two or more debtors on the same account, all debtors must have filed prior to the
date of this agreement.
3. Bankruptcy must be verified by providing court record or other industry acceptable
documentation showing file date.
Deceased- forms are provided. All information must be filled out. Supporting proof must be submitted.
1. Debtor(s) must have been deceased prior to the date of this agreement.
2. Verification is a state issued death certificate, attorney letter or other industry acceptable report
confirming certificate date.
Paid in full - forms are provided. All information must be filled out. Supporting documentation must be submitted.
1. Verification must be provided via payment-in-full letter or cancelled check/ receipt showing date of payment.
Forgery/ Fraud - forms are provided. All information must be filled out. Supporting documentation must be submitted.
1. Fraud declaration letter from issuer stating account was fraudulently opened and person named on account is not responsible.
2. Court report stating account was fraudulently opened and person named on account is not responsible.
3. Police report stating account was fraudulently opened and person named on account is not responsible.
Media is available as defined in Section 2.4 of the purchase agreement. All media is on a pre-pay basis. CC account media may be ordered from the Originator. Media may be ordered at a cost of $ 100.00 US Funds per request. A request consists of any combination of statements and/or the original application for a specified account unless defined otherwise in an exhibit of this agreement. This fee is strictly a pass-through fee of actual cost charged by the Originator.
Media request forms will be provided upon request. All information must be filled out. Upon receipt of your request, Business Paralegal Corporation will request copies of signed applications, account statements and/or affidavits, if available, from the Original Sellers.
Media request turn-around varies from Originator to Originator. Allow processing time of 45 to 120 days for media requests.
EXHIBIT D
ASSIGNMENT AND BILL OF SALE
Cire Wealth Advisory Group LLC (“Seller”) has entered into a Charged-Off Receivables Purchase Agreement ("Agreement") for the sale of Accounts described in Exhibit A thereof to __________________________ (“Purchaser”) upon the terms and conditions set forth in that Agreement.
NOW, THEREFORE, upon receipt of immediately available and liquid funds, Seller hereby sells, assigns and transfers to Purchaser, its successors and assigns, all of Seller's rights, title, and interest in each and every one of the Access to Capital Accounts described in the Agreement.
“Accounts” means one (1) account with a face value of $10,000+.
Purchaser and Seller agree that the Purchase Price shall be as stated in "Exhibit B", the Closing Statement of the Agreement.
IN WITNESS WHEREOF,
Seller has signed and delivered this instrument on ________________________.
Cire Wealth Advisory Group, LLC Date:
509 South Pacific Street Suite 218
Mineola, Tx 75773
BY: ___________________ BY: __________________
Printed Name: Veronica L. Reinaldo Printed Name : Eric Smith Smith TITLE: CEO – Owner TITLE: Director – Owner
EXHIBIT E
FREE RESOURCES
1. A unique commercial business address;
2. Filing with the Secretary of State;
3. Assistance with obtaining an EIN;
4. Assistance in building business credit; and/or
5. Geographic access to the Chapman Fund (due to #1).