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FUNDABLE SHELF CORPORATION AGREEMENT
FUNDABLE SHELF CORPORATION PURCHASE AGREEMENT This Agreement is made and entered into by and between Safe Sense Path (“Seller”); whose address is 509 South Pacific, 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 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 the 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 concerning 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, cancel, 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 with a Purchaser within 30 days from the time of notification. The warranty expiration date based on the Closing Date will be ninety days after closing. The 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 for $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 the 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 for $ 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 the 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 the Buyer has fully paid Seller for this purchase. 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 the contract and bill of sale will be forwarded to the Purchaser- one to be signed and returned to the 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 liability, claim, demand, litigation, judgments, damages, legal fees, and costs resulting from any actions taken by Seller, about 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. The 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 dealing 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 by 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 concerning 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: Safe Sense Path Date: 509 South Pacific Mineola, TX 75773 BY: ____________________ Printed name: Kiel Green TITLE: Director 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 Defaulted Agreements 10 $100,000+ $.15 (not to exceed $10,000) $15,000 EXHIBIT B CLOSING STATEMENT Description: Defaulted Agreements Number of Accounts: Ten (10) Receivable Amount: $100,000+ Price: $15,000. Late fees shall be subject to $50.00 per day late fees until the entire balance is paid in full. Class Action Waiver. Any arbitration or court trial (whether before a judge or jury or pursuant to judicial reference) of any Claim will take place on an individual basis without resort to any form of class or representative action (the “Class Action Waiver”). THE CLASS ACTION WAIVER PRECLUDES ANY PARTY FROM PARTICIPATING IN OR BEING REPRESENTED IN ANY CLASS OR REPRESENTATIVE ACTION REGARDING A CLAIM. Regardless of anything else in this Dispute Resolution Provision, the validity and effect of the Class Action Waiver may be determined only by a court or referee and not by an arbitrator. The Parties to this Agreement acknowledge that the Class Action Waiver is material and essential to the arbitration of any disputes between the Parties and is non-severable from the agreement to arbitrate Claims. If the Class Action Waiver is limited, voided, or found unenforceable, then the Parties’ agreement to arbitrate shall be null and void with respect to such proceeding, subject to the right to appeal the limitation or invalidation of the Class Action Waiver. THE PARTIES ACKNOWLEDGE AND AGREE THAT UNDER NO CIRCUMSTANCES WILL A CLASS ACTION BE ARBITRATED. Acceleration Clause. Buyer recognizes and accepts that his/her failure to comply with all the terms of this Agreement is cause for Seller to collect any unpaid portion of the purchase price and that Seller shall have no further obligations to perform under this Agreement. In such event, Seller will invoice Buyer for the unpaid balance and Buyer shall pay the invoice within two (2) business days. 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. Purchaser authorizes Seller to file appropriate financing statements on Form UCC-1 and/or UCC-3 without the signature of the Purchaser to perfect the security interests of the Seller for any outstanding amounts owed. Collection Costs. Buyer shall be responsible for necessary expenses incurred by Seller to any unpaid fees and/or late fees, including court costs, attorney fees, collection fees from third parties, etc. Confession of Judgment. Buyer makes a private admission to Seller monies owed by Buyer to Seller without having a trial. Buyer agrees to enter a judgment without having a trial, in case of Buyer’s breach. 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 $1,000 non-refundable deposit. Funds must be wired to the bank account listed below: SEND $15,000 WIRE TO: Routing Number (ESL Federal Credit Union ): 222371863 for ACHs and wires transfer Account Number: 1388768606 Account Holder: Safe Sense Path 509 South Pacific Street, Mineola, TX 75773 EXHIBIT C RECOURSE AND MEDIA CONSIDERATIONS Recourse is available for a period of Ninety (90) days. The 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. The account must have been filed prior to the 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 records 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 the 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 canceled check/ receipt showing the 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 the account was fraudulently opened and the person named on the account is not responsible. 2. Court report stating the account was fraudulently opened and the person named on the account is not responsible. 3. Police report stating the account was fraudulently opened and the person named on the 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 for $ 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 the 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 Safe Sense Path (“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 outlined 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 every one of the Access to Capital Accounts described in the Agreement. “Accounts” means ten (10) accounts with a face value of $100,000+. 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 ________________________. BY:______________________ Print: Kiel Green TITLE: Director EXHIBIT E FREE RESOURCES* 1. Fundable business entity filed with the Secretary of State and EIN with Buyer listed as 100% owner using SIC code for Business Management Consultant. 2. Business plan; 3. Unique commercial address with mail forwarding for three (3) months; 4. Business website and email account; 5. Business financials including Income Statement and Balance Sheet reflecting the $100,000 of assets provided through this Agreement; 6. Access to the Opportunity Fund for bank deposits into the business entity; and/or 7. Credit improvement, if needed, for the primary business owner. *Free Resources may be provided by third parties.
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