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Parkside
FUNDINGGROUP
AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIVABLES
This purchase and sale of future receivables agreement (“Agreement”) dated 05/20/2024, is made by and
between Parkside Funding Group LLC (hereinafter “Parkside” or “Purchaser”) and each Seller listed
below (together referred to as “Seller”).
TERMS AND CONDITIONS
SECTION A:
1. SALE OF FUTURE RECEIVABLES : Seller, identified on page 2 and 3, in addition to any
Seller attached to this agreement in Addendum A, hereby sells, assigns and transfers to Parkside, the
Specified Percentage of the proceeds of each future sale (“Future Receivables”) made by Seller in
consideration for receiving the Purchase Price, minus any Fees and/or any Payoff/Refinance, until
Parkside has received the full Purchase Amount.
Purchase Amount:
Q: What is the Purchase Amount? $37,500.00
A: The Purchase Amount is the amount of future receivables
Parkside is purchasing from Seller.
Purchase Price:
Q: What is the Purchase Price? $25,000.00
A: The Purchase Price is the amount Parkside is paying upfront for the
Purchase Amount before deducting any Fee or REFI.
Payoff/Refinance (“REFI”):
Q: What is a Payoff/Refinance?
A: If Seller has an open balance with either Parkside or another third $0.00
party, Seller may request Parkside to Payoff said balance with part or all
of the Purchase Price.
Total Funds Received by Seller(s):
Purchase Price received by Seller minus any Fee $22,500.00
and/or any Payoff from REFI.
Percentage Purchased (“PP”):
Q: What is the Percentage Purchased?
A: The Percentage Purchased is the percentage of receivables to be
14.00%
remitted to Parkside until the Purchase Amount is fully remitted to
Parkside or the Seller no longer has such obligation pursuant to the terms
of the Agreement.
Estimated Payment (“EP”):
Q: What is the Estimated Payment?
A: An estimated initial amount calculated based on Sellers’s past
$750.00 Daily
receivables amount and the Percentage Purchased, to be paid from the
Seller’s receivables to Parkside, which is subject to Reconciliation
pursuant to Section A (3).
Fee:
Q: What is a Fee that will deducted from the Purchase Price?
$2,500.00
A: Up to 10.00% of the Purchase price
will be deducted from the Purchase Amount for underwriting costs.
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SELLERINFORMATION
Seller(s) Information
Legal/Corporate Name: DIXONASPHALTMAINTENANCELLC
D/B/A: Federal Tax ID:
Type of Entity Limited Liability Company State of Incorporation OH
573
Physical Add ess: 10128 TERRACEDR City: GLOUSTER State: OH Zip:
Business Phone: 000-000-0000 Email:
Guarantor ("Guarantor") Information 1
Corporate Officer/Owner Name: JOSHUA MDIXON Title: Owner
Ownership %: 100
HomeAdd ess: 10128 TERRACEDR City: GLOUSTER State: OHZip Code: 45732
HomePhone Number: --
2. THIS AGREEMENT
IS NOTA LOAN: PARKSIDE and each Seller (together the
"Parties") and
intend agree that the purchase and sale of the Future Receivables by Seller is not,
nor interpreted to be, a loan. There is no interest rate, or payment schedule and no time period during
which the Purchase Amount must be collected by Parkside. Parkside is purchasing the Purchase Amount
knowing the risks that Seller's receivables may be substantially reduced, or that Seller's business may fail
in which Parkside will not Sceive any mmittance from Seller. In such an event, Seller would not be in
breach/default of this Agreement. Parkside assumes these risks based on the Seller's representations,
warranties and covenants in this Agreement that are designed to give Parkside a reasonable and fair
opportunity to receive the benefit of the bargain. The Parties agme that the Purchase Price is the fair
market value for said Sceivables. If a court determines that Parkside has charged or received inteSst
hereunder in excess of the highest applicable rate, the rate in effect hemunder shall automatically be
reduced to the maximum rate permitted by applicable law and Parkside shall promptly refund to seller
any inteSst by Parkside in excess of the maximumlawful rate, it being intended that Seller not
received
pay or contract to pay and that Parkside not receive or contract to receive, diSctly or indirectly in an
manner whatsoever, interest in excess of that which may be paid by Seller under applicable law. Seller
knowingly and willingly waives the defense of usury in any action or proceeding.
3. Reconciliation: To ensure
has collected from Seller an amount that equals
that Parkside
the Percentage Purchased, and as long as Seller has not breached this Agreement, any Seller may
give written notice to Parkside requesting that Parkside conduct a reconciliation to adjust the daily
amount to reflect the Seller's actual past and expected future receivables. A Sconciliation may also
be requested by sending an e-mail to Parkside at Accounting@parksidefundinggmup.com. Seller shall
provide Parkside with any financial documentation or information requested by Parkside for Parkside
to verify the actual Sceivables and complete the reconciliation. Parkside will complete each
reconciliation within five business days after Sceipt of a written request and accompanied by the
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documentation and information required for it. If after Parkside conducts the reconciliation, and it is
determined by Parkside that Parkside received more funds from Seller than it was intitled to, Parkside
shall remit the excess funds to Seller within three business days of completing the Reconciliation.
4. Authorized Bank Account: Seller shall deposit all of the Future Receivables into the single
business banking account (the “Account”) acceptable to Parkside to obtain electronic fund transfer
services and/or “ACH” payments. Seller must instruct Seller’s credit card processor, which must be
approved by Parkside, (the “Processor”) to deposit all payment card receipts of Seller into the Account.
Seller shall provide Parkside and/or its authorized agent with all of the information, authorizations, and
passwords necessary to verify each Seller’s Receivables. Seller shall not change any of the passwords
without prior written consent from Parkside. Seller authorizes Parkside to debit the Estimated Payment
from the Account each business day/week/month by either electronic fund transfer services and/or
“ACH” payments.
5. Insufficient Funds In Account: Seller understands that it is responsible for ensuring that the
Estimated Payment amount is available in the Account each business day/week/month or advising
Parkside prior to each daily/weekly/monthly withdrawal of a shortage of funds. Seller will be responsible
for any fees incurred by Parkside as a result of a rejected electronic check or ACH debit attempt (if no
prior notice was provided) and such rejection may be result in event of default as defined with Section D.
Parkside is not responsible for any overdrafts or rejected transactions that may result from Parkside’s
debiting any amount authorized under the terms of the Agreement. Seller acknowledges that the foregoing
ACH authorization is a fundamental condition to induce Parkside to accept the Agreement. As such, such
authorization is intended to be irrevocable.
6. Fiduciary Duty of Seller: Each Seller agrees that it is a fiduciary for Parkside, and each Seller
will hold its receivables in trust for Parkside in its capacity as a fiduciary for Parkside. Until the
Purchased Amount has been received in full by Parkside, Seller’s receivables, up to the balance of the
Purchased Amount, shall be the property of Parkside.
7. Information To Be Delivered To Parkside : Seller shall provide to Parkside any authorizations,
bank or financial statements, tax returns, as Parkside deems necessary in its sole discretion prior to or
any time after execution of this Agreement. Seller shall provide the requested documents within five (5)
business days after request by Parkside. Seller authorizes all of its banks, brokers and credit card
processors to provide Parkside with Seller’s banking, brokerage and/or processing history to determine
qualification or continuation of the Agreement or for collections upon the event of Default. A photocopy
of this authorization shall be deemed acceptable as an authorization for release of financial and credit
information.
8. Financial Information Authorization: Seller authorize Parkside, its agents, representatives and
any credit reporting agency engaged in Parkside to:
(i) Investigate any references given or other statements or data obtained from or about Seller
for the purpose of this Agreement.
(ii) Obtain consumer and business reports on the Seller.
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(iii) Contact any current or prior banks of the Seller, to obtain any information regarding
Seller’s transactions with said banks, in the furtherance of this Agreement.
(iv) Investigate its financial responsibility and history.
(v) Update such information and financial and credit reports/profiles from time to time as
Parkside deems appropriate.
(vi) Seller Waives to the maximum extent permitted by law any claim for damages against
Parkside or any of its affiliates related to any investigation undertaken by or on behalf of
Parkside as permitted by this Agreement or disclosure of information as permitted by
this Agreement.
9. No Liability: In no event shall Parkside be liable for any claims asserted by Seller or Guarantor
under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive,
special, incidental, indirect, or consequential damages, each of which is waived by both Seller and
Guarantor.
SECTION B
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
1. Good Faith, Best Efforts And Due Diligence : Seller and each Guarantor represents, warrants
and covenants that it will conduct its business in good faith and will use its best efforts to ensure that
Parkside obtains the Purchase Amount. Seller represents, warrants and covenants that it is entering this
Agreement for business purposes and not as a consumer for personal, family, or household purposes.
2. Financial Condition And Financial Information : Seller and each Guarantor represents,
warrants and covenants that any information provided to Parkside under Section A, Paragraph 7 or 8,
fairly represent the financial condition of Seller and each Guarantor at such dates.
3. Material Change In Business: Seller represents, warrants and covenants that Seller shall notify
Parkside immediately if there are material adverse changes, financial or otherwise, in the operation of
Seller or any change in the ownership of Seller.
4. Governmental Compliance: Seller represents, warrants and covenants that Seller is in
compliance and shall comply with any and all laws and regulations promulgated by the State or Federal
government including State and Federal Taxes. Seller has valid permits, authorizations and licenses to
own operate, lease its properties, and to conduct its business in which it is presently engaged and or will
engage in hereafter.
5. Authority To Enter Into This Agreement : Seller represents, warrants and covenants that Seller
has full power and authority to incur and perform the obligations under this Agreement, all of which have
been duly authorized.
6. Change Of Business Name, Location Or Closing Of Business : Seller shall not conduct Seller’s
business under any name other than as disclosed to Parkside. Seller shall not change its place of business
without prior written consent of Parkside. Seller shall not sell, dispose, transfer or otherwise convey all
or substantially all of its business or assets without,
(i) The express prior written consent of Parkside and
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(ii) The written Agreement of any purchaser or transferee assuming all of Seller’s obligations
under this Agreement pursuant to documentation satisfactory to Parkside.
7. Bankruptcy: Seller represents, warrants and covenants that as of the date of the executed
Agreement, Seller is not insolvent, is not contemplating bankruptcy, has not filed any petition for
bankruptcy protection under any Title of the United States Bankruptcy code, and to Sellers’s knowledge,
there has been no involuntary petition brought or pending against Seller.
8. Business Interruption Insurance: Seller shall maintain business interruption insurance and shall
provide PARKSIDE proof of such insurance upon request.
9. No Conflict with Other Agreements : Seller represents, warrants and covenants that Seller’s
execution and performance of this Agreement will not conflict with any other agreement, obligation,
promise, court order, administrative order or decree, law or regulation, to which Seller is subject,
including any agreement which prohibits the sale or pledge of Seller’s future receivables.
10. No Stacking: Seller represents, warrants and covenants that Seller shall not enter into any
purchase and sale of future receivables or any loan agreement that relates to or involves its future
receivables with any party other than Parkside for the duration of this Agreement, without the prior
written consent of Parkside.
11. No Diversion of Receipts: Seller represents, warrants and covenants that Seller shall not permit
any event to occur that could cause a diversion of any of Seller’s Future receivables from the Account to
another entity.
12. Negative Pledge: Seller agrees not to create, incur, assume, or permit to exist, directly or
indirectly, any lien on or with respect to any of the “Collateral” (Defined in Section C paragraph 1).
13. Seller’s Knowledge And Representation: Seller represents, warrants and covenants that it is a
sophisticated business entity familiar with the kind of transaction covered by the Agreement and that it
was or had the opportunity to be represented by legal counsel prior to signing this Agreement.
14. Title of Receipts: Seller represents, warrants and covenants that Seller has good, complete,
unencumbered and marketable title to all future receivables, free and clear of any and all liabilities, liens,
claims, changes, restrictions, options, rights, mortgages, security interests, equities, pledges and
encumbrances of any kind or nature whatsoever or any other rights or interest that may be inconsistent
with the transactions contemplated with or adverse to the interests of Parkside.
15. Estoppel Certificate: Seller represents, warrants and covenants that Seller shall, at least one day
after notice from Parkside to Seller, execute, acknowledge and deliver to Parkside or to any other
person, firm, entity specified by Parkside a statement certifying that this agreement is unmodified and in
full force and effect (if modified- the same is in full force and effect as modified and stating the
modifications).
SECTION C
RIGHTS OF PARKSIDE
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1. Security Interest: Seller hereby grants to Parkside a first priority security interest in and lien
upon: (a) All accounts receivable as defined in Article 9 of the Uniform Commercial Code (the “UCC”),
now or hereafter owned or acquired by Seller and (b) all proceeds of any account receivable, as the term
is defined in Article 9 of the UCC (together, the “Collateral”). Seller hereby represents and warrants that
no other person or entity has a security interest in the Collateral. Seller acknowledges and agrees that any
security interest granted to Parkside under any other agreement between Seller and Parkside (the
“Cross-Collateral”) will secure the obligations hereunder. Seller agrees to execute any documents or take
any action in connection with this Agreement as Parkside deems necessary to perfect or maintain
Parkside’s first priority security interest in the Collateral or to effectuate Parkside’s right of setoff. Seller
hereby authorizes Parkside to file any financing statements deemed necessary by Parkside to perfect or
maintain Parkside’s security interest. Pursuant to Article 9 of the Uniform Commercial Code, upon any
Event of Default hereunder, Parkside has control over and may direct the disposition of the Collateral,
without further consent of Seller. Upon any Event of Default hereunder, Parkside shall have the right,
without notice or demand of any kind, to notify account debtors of Parkside’s lien and collect any
amount owed to Parkside directly from the account debtors.
2. Fees: Underwriting fee 10.00% of the Purchase Amount to cover underwriting related expenses.
(Will be deducted from Purchase Price). Seller agrees that the Fees are reasonable.
3. Refinance/Payoff: At the time of this Agreement, Seller may have an existing balance, in which
Seller previously sold its future receivables, with (i) Parkside (ii) another purchaser. Seller must disclose
any prior Agreement to Parkside prior to signing this Agreement. Seller may opt to refinance or payoff
its prior balance with part or all of the Purchase Price in order to enter this Agreement with Parkside.
Seller shall direct Parkside to refinance or payoff its prior balance.
4. Right To Access: In order to ensure that Seller is complying with the terms of this Agreement,
Parkside shall have the right to:
(i) Enter the premises, without notice, of Seller’s business, for the purpose of inspection of
Seller’s transaction processing terminals.
(ii) Access to Seller’s employees and records and all other items as requested Parkside
5. Phone Recordings and Contact: Seller and each Guarantor agrees that any call between
Parkside and Seller, their agents, and employees may be recorded and monitored. In addition, Seller and
each Guarantor agrees that:
(i) It has an established business relationship with Parkside including its employees and agents,
and that Seller may be contacted, via phone, mail or email, from time-to-time regarding this
Agreement or other related business transactions.
(ii) Such communications and contacts are not unsolicited or inconvenient.
(iii) Any such contact may be made by any phone number including cell phone numbers, email
address, or facsimile number given to Parkside by Seller, its agents or employees.
(iv) Seller and each Guarantor acknowledge that such calls or electronic communications may
incur a charge or fee from the company that provides them with telecommunications,
wireless, and/or Internet services, and that Parkside has no liability for any such charges.
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6. Publicity: Parkside may, at its discretion, use Seller and each Guarantor’s name in listings of
clients, and in marketing and advertising materials.
7. SERVICE OF PROCESS: IN ADDITION TO THE METHODS OF SERVICE ALLOW
BY NEW YORK COURT RULES, SELLER AND GUARANTOR HEREBY CONSENTS TO
SERVICE OF PROCESS UPON IT BY REGISTERED OR CERTIFIED MAIL, RETURN
RECEIPT REQUESTED TO THE ADDRESSES PROVIDED ON PAGE 1 OF THIS
AGREEMENT, SERVICE HEREUNDER SHALL BE COMPLETE UPON SELLER’S OR
GUARANTOR’S ACTUAL RECEIPT OF PROCESS OR UPON PARKSIDE’S RECEIPT OF
THE RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS REFUSED OR
UNDELIVERABLE. SELLER AND GUARANTOR MUST PROMPTLY NOTIFY PARKSIDE,
IN WRITING, OF EACH AND EVERY CHANGE OF ADDRESS TO WHICH SERVICE OF
PROCESS CAN BE MADE.
SECTION D
EVENTS OF DEFAULT
1. Events of Default: The occurrence of any of the following events shall constitute an “Event of
default” and Parkside shall be intitled to pursue without limitation any of the Remedies under Section D
(2) immediately and without notice to Seller in addition to any remedy available to PARKSIDE under the
law, in equity or otherwise pursuant to this Agreement.
(i) Seller or Guarantor violates any term, covenant, warranty, or condition in this Agreement.
(ii) Seller interferes with Parkside’s right to collect the Purchase Amount.
(iii) Seller uses multiple depository accounts without the prior written consent of Parkside.
(iv) Seller changes its depositing account or its payment card processor without the prior written
consent of Parkside.
(v) Any representation or warranty by Seller in the Agreement shall prove to have been incorrect,
false or misleading in any material respect when made.
(vi) Seller notifies Parkside that it is unilaterally terminating the Agreement.
(vii) Seller transfers or sells all or substantially all of its assets without the prior written consent of
Parkside.
(viii) Seller transports, moves, interrupts, suspends, dissolves, or terminates its business without the
prior written consent of Parkside other than a bankruptcy filing.
(ix) Seller changes its processor or adds terminals without the prior written consent of Parkside.
(x) Seller changes the Account username and/or password credentials without giving Parkside at
least twenty-four-hour advance written notice of said change with the updated username and
password.
(xi) Seller causes its account to stop allowing Parkside to withdraw the Estimated Payment from
the account and Seller does not notify Parkside by email at
Accounting@parksidefundinggroup.com, within three business days of a valid reason for
causing the account to stop payment.
2. Protections Against Default: The following protections may be invoked by Parkside
immediately and without notice to Seller if any Event of Default occurs.
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(i) The full uncollected Purchase Amount plus all fees under section C (2) and Section D (5)
due under the Agreement.
(ii) Parkside may enforce the provisions of the Limited Personal Guaranty of performance –
Attached to this Agreement – against the Guarantor.
(iii) Parkside may enforce its security interest in the collateral under Section C (1).
(iv) Parkside may proceed to protect and enforce its right and remedies by bringing a legal
action against Seller and Guarantor pursuant to the Agreement in addition to any remedy
available to Parkside under the law or in equity. In said action if judgment should be
granted in favor or Parkside against Seller or Guarantor, Seller and Guarantor shall be liable
for Parkside’s costs of said action, including but not limited to collection costs, reasonable
attorneys’ fees, and court costs.
(v) Parkside may debit Seller’s depository accounts wherever situated by means of ACH debit
or facsimile signature on a computer-generated check drawn on Seller’s bank account or
otherwise for all sums due to Parkside.
(vi) Parkside may notify Seller’s credit card and check processor and to request said credit card
processor to remit payments to Parkside for any remaining balance under the Purchase
Amount on behalf of seller.
3. Temporary Restraining Order (“TRO”) : In the event an Event of Default occurs, Seller and
Guarantor hereby consent and agree that Parkside may be intitled to apply, in any action arising from a
breach of this Agreement, for an Ex Parte entry of a preliminary or permanent injunction, temporary
restraining order or other equitable relief, in an effort to protect Parkside’s collateral. Seller
acknowledges that unless Parkside chooses to file a TRO, Parkside may be unable to adequately protect
it’s interest in the Collateral and RNS may not have another remedy at law.
4. Statutes of Limitations: Any claim not asserted by Seller or Guarantor against Parkside within
one year of its accrual will be time barred.
5. Costs and Legal Fees: Seller and Guarantor shall be responsible to pay all of Parkside’s
reasonable costs associated with any Event of Default, and the enforcement thereof, including a ‘Default
fee’ of $2,500.00, and collection fees and or attorney fees, which may include a contingency fee of up to
33% of the amount demanded, and costs of suit.
SECTION E
MISCELLANEOUS
1. No Modification: No modification, amendment waiver or consent of any provision of this
Agreement shall be effective unless the same shall be in writing and signed by Parkside.
2. Assignment: Parkside may assign, transfer or sell its rights to receive the Purchase Amount or
delegate its duties hereunder, either in whole or in part, with or without prior written notice to Seller.
3. Notice: Except for Service of Process under Section C (7), all notices and other communications
to Seller and Guarantor, required or permitted to be given shall be in writing, and shall be deemed duly
given as follows: (a) on the date delivered if personally delivered, (b) on the date sent by facsimile with
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automatic confirmation by the transmitting machine showing the proper number of pages were
transmitted without error to the addresses listed on page 1, (c) on the next business day if sent by
overnight mail by Federal Express or other recognized overnight mail service to the addresses listed on
page 1, or (d) five business days after mailing, if mailed by certified or registered mail, return receipt
requested, in each case addressed to the parties at their respective addresses set forth on page 1 of this
agreement.
4. Waiver: No course of dealing or omission or delay on the part of Parkside in asserting or
exercising any right hereunder shall constitute or operate as a waiver of any such right. No waiver by
Parkside of any provision hereof shall be effective, unless in writing and signed by Parkside. No waiver
by Parkside shall be deemed a continuing waiver or waiver in respect of any other or subsequent breach
or default, unless expressly so stated in writing.
5. Severability: The provisions hereof are severable and in the event that any provision of this
Agreement shall be determined to be invalid or unenforceable in any respect by a court of competent
jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of
such court, remain in full force and effect, and any invalid or unenforceable provision shall be deemed,
without further action on the part of the parties hereto, amended and limited to the extent necessary to
render such provision, as so amended and limited, valid and enforceable.
6. Titles and Captions: The titles, captions and Sections of this Agreement are for convenience of
reference only and do not in any way define or interpret the intent of the parties or modify or otherwise
affect any of the provisions hereof and shall not affect the construction or interpretation of any provision
hereof.
7. Survival of Representation: 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 and this Agreement shall have terminated.
8. Entire Agreement: This Agreement contains a complete statement of the agreement and
supersedes all prior agreements and understandings.
9. Governing Law: This Agreement shall be governed by, interpreted and enforced in accordance
with the laws of the State of New York, without regard to choice or conflict of laws principles that would
defer to the substantive laws of any other jurisdiction .
10. Forum and Venue Selection: Parkside and Seller agree that any legal dispute, controversy,
demand, or claim (“claim” or “claims”) arising out of, or relating to, the Agreement, any breach
thereof, shall be instituted in any federal or state court sitting in the State of New York (the
“Satisfactory Forums”) provided that Parkside may institute suit in another forum. Seller, and any
Guarantor agree that the Satisfactory Forums are convenient to them and submit to the personal
jurisdiction of the acceptable forums. Should a proceeding be initiated by Seller or Guarantor in any
other forum, Seller and Guarantor each waive any right to oppose any motion or application by
Parkside to dismiss such proceeding to remove and/or transfer the proceeding to a Satisfactory Forum
and for an anti-suit injunction against such proceeding.
11. Arbitration: Parkside and Seller agree that any legal dispute, controversy, demand, or claim
arising out of, or relating to, the Agreement, any breach thereof, including, but not limited to issues of
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arbitrability, will, at the option of any party to such action or dispute, be determined by arbitration before
a single arbitrator. Such Arbitration shall be at a place and time agreed upon by the parties in the county
in New York. A neutral arbitrator shall conduct the matter in accordance with the commercial rules of
the American Arbitration Association in New York, New York. The arbitrator will be a neutral person
agreed upon by the parties. The parties agree that the costs of mediation and arbitration shall be shared
equally unless otherwise agreed or ordered. Seller and/or Guarantor acknowledges and agrees that the
Purchase and Sale of future receivables Agreement and/or the Guaranty Agreement is the product of
communications conducted by telephone and the Internet, which are instrumentalities of interstate
commerce, and that the transactions contemplated under this Agreement will be made by wire transfer
and/or ACH, which are also instrumentalities of interstate commerce, and that the Purchase and Sale of
future receivables Agreement and/or the Guaranty Agreement therefore evidences a transaction affecting
interstate commerce.
12. Jury Waiver: EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY
WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR
COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER
AGREEMENT OR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THE
TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
13. Class Action Waiver. Guarantor, Seller, and Parkside each agree that they may bring claims
against each other arising from or related to this Agreement only in their individual capacities and not as a
class action member in any purported class or any such similar proceedings.
ADVICE OF COUNSEL. EACH PARTY HERETO ACKNOWLEDGES THAT HE OR
IT HAS CAREFULLY REVIEWED ALL OF THE PROVISIONS CONTAINED IN THIS
AGREEMENT PRIOR TO ITS EXECUTION, THAT HE OR IT HAS HAD THE
OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF HIS OR ITS CHOICE, AND
THAT HE OR IT HAS EXECUTED THIS AGREEMENT FREELY AND VOLUNTARILY AND
BELIEVES THIS AGREEMENT TO BE FAIR, JUST, AND REASONABLE.
I have reviewed and agree with the terms and conditions set forth above in the Agreement.
Signature:
Name: JOSHUA M DIXON, Owner Name: PARKSIDE
DIXON ASPHALT MAINTENANCE
20 2 0 / /
Seller: Date: 05/20/2024
LLC
Date: 05/20/2024
Signature:
Name:
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Parkside
FUNDINGGROUP
DIXON ASPHALT MAINTENANCE
Seller:
LLC
Date: 05/20/2024
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FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024
Parkside
FUNDINGGROUP
LIMITED PERSONAL GUARANTEE OF PERFORMANCE
1. Definitions: Capitalized terms used herein without definition shall have the meanings assigned to
them in the Agreement for the Purchase and Sale of Future Receivables attached hereto (the
“Agreement”).
2. Personal Guarantee of Performance. Guarantor will not be personally liable for any amount
due under this Agreement unless Seller commits an Event of Default pursuant to the Agreement. The
undersigned Guarantor hereby guarantees the Seller’s performance of all the covenants, representations
and warranties made by the Seller to Parkside in the Agreement (the “Guarantor Obligations”).
Guarantor’s obligations are due at the time of any breach by Seller of any covenant, representation, or
warranty made by Seller in the Agreement. Upon any breach by the Seller of any such covenant,
representation or warranty, each Guarantor shall be jointly and severally liable for all amounts owed to
Parkside under the Agreement.
3. Guarantor Waivers: Upon the occurrence any Event of Default, Parkside may seek recovery
from each Guarantor for all of Parkside’s losses and damages by enforcement of Parkside rights without
first seeking to obtain payment from Seller, any other guarantor, or any Collateral Parkside may hold
pursuant to this Agreement or any other guaranty. Parkside does not have to notify Guarantor of any of
the following events and Guarantor will not be released from its obligations under this Agreement even if
it is not notified of: (i) Seller’s failure to pay timely any amount required under the Agreement; (ii) any
adverse change in Seller’s financial condition or business; (iii) any sale or other disposition of any
Collateral securing the Guarantor Obligations or any other guaranty; (iv) Parkside’s acceptance of any
Agreement with Seller; and (v) any renewal, extension or other modification of the Agreement or Seller’s
other obligations to Parkside. In addition, Parkside may take any of the following actions without
releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise
modify the Agreement or Seller’s other obligations to Parkside; (ii) release Seller from its obligations to
Parkside; (iii) sell, release, impair, waive or otherwise fail to realize upon any Collateral securing the
Guarantor Obligations or any other guaranty; and (iv) foreclose on any Collateral securing the Guarantor
Obligations or any other guaranty in a manner that impairs or precludes the right of Guarantor to obtain
reimbursement for payment under this Agreement. Until the Purchased Amount and Seller’s other
obligations to Parkside under the Agreement and this Guarantee are paid in full, Guarantor shall not seek
reimbursement from Parkside or any other guarantor for any amounts paid by it under this Guarantee.
Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have
against Seller, any other guarantor, or any Collateral provided by Seller or any other guarantor, for any
amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement;
(iii) performance; (iv) indemnification; or (v) contribution.
4. Class Action Waiver. Guarantor, Seller, and Parkside each agree that they may bring claims
against each other arising from or related to this Guarantee only in their individual capacities and not as a
class action member in any purported class or any such similar proceedings.
5. Incorporated Terms by Reference . THE TERMS, DEFINITIONS, CONDITIONS AND
INFORMATION SET FORTH IN THE AGREEMENT INCLUDING THE “TERMS AND
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FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024
Parkside
FUNDINGGROUP
CONDITIONS”, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS
GUARANTEE. In addition, Guarantor and Parkside each agree that the following terms from the
Agreement shall be incorporated into this Guarantee by reference:
“Phone Recordings and Contact” (Section C (5))
“Publicity” (Section C (6))
“Service of Process” (Section C (7))
“Protections against default” (Section D (2) (i-vi))
“Temporary Restraining Order” (Section D (3))
“Statutes of Limitations” (Section D (4))
“Costs and Legal Fees” (Section D (5))
The ENTIRE SECTION E
6. Attorney Review and Guarantor Acknowledgment: Guarantor acknowledges that Guarantor
and the provisions in the purchase and sale of future receivables agreement which are incorporated into
the Guarantee and (a) understands the seriousness of the provisions of this Guarantee; (b) has had a full
opportunity to consult with counsel of Guarantor’s choice; (c) Guarantor has consulted with counsel of its
choice or has decided not to avail himself/herself of that opportunity.
I have reviewed and agree with the terms and conditions set forth above in the Guarantee.
GUARANTOR 1
Signature:
Name: JOSHUA M DIXON, Owner
Date: 05/20/2024
2 / / 98
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FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024
Parkside
FUNDINGGROUP
EXHIBIT A - AUTHORIZATION
FORDIRECTDEPOSIT(ACH CREDIT) ANDDIRECT PAYMENTS
(ACH DEBITS)
Funder Name: Parkside Funding GmupLLC
Merchant (Legal Name): DIXONASPHALTMAINTENANCE
LLC
Designated Checking Account:
Bank Name: ATOMICCUINC
Routing
Account 6576
Capitalized terms used in this Authorization Form without definition shall have the meanings set forth in the
MemhantAgnement. This Authorization for Direct Deposit (ACHCadit) and Diæct Payments (ACHDebits) is
part of (and incorporated by refeænce into) the Merchant AgSement. Merchant sho
Preview
FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIVABLES This purchase and sale of future receivables agreement (“Agreement”) dated 05/20/2024, is made by and between Parkside Funding Group LLC (hereinafter “Parkside” or “Purchaser”) and each Seller listed below (together referred to as “Seller”). TERMS AND CONDITIONS SECTION A: 1. SALE OF FUTURE RECEIVABLES : Seller, identified on page 2 and 3, in addition to any Seller attached to this agreement in Addendum A, hereby sells, assigns and transfers to Parkside, the Specified Percentage of the proceeds of each future sale (“Future Receivables”) made by Seller in consideration for receiving the Purchase Price, minus any Fees and/or any Payoff/Refinance, until Parkside has received the full Purchase Amount. Purchase Amount: Q: What is the Purchase Amount? $37,500.00 A: The Purchase Amount is the amount of future receivables Parkside is purchasing from Seller. Purchase Price: Q: What is the Purchase Price? $25,000.00 A: The Purchase Price is the amount Parkside is paying upfront for the Purchase Amount before deducting any Fee or REFI. Payoff/Refinance (“REFI”): Q: What is a Payoff/Refinance? A: If Seller has an open balance with either Parkside or another third $0.00 party, Seller may request Parkside to Payoff said balance with part or all of the Purchase Price. Total Funds Received by Seller(s): Purchase Price received by Seller minus any Fee $22,500.00 and/or any Payoff from REFI. Percentage Purchased (“PP”): Q: What is the Percentage Purchased? A: The Percentage Purchased is the percentage of receivables to be 14.00% remitted to Parkside until the Purchase Amount is fully remitted to Parkside or the Seller no longer has such obligation pursuant to the terms of the Agreement. Estimated Payment (“EP”): Q: What is the Estimated Payment? A: An estimated initial amount calculated based on Sellers’s past $750.00 Daily receivables amount and the Percentage Purchased, to be paid from the Seller’s receivables to Parkside, which is subject to Reconciliation pursuant to Section A (3). Fee: Q: What is a Fee that will deducted from the Purchase Price? $2,500.00 A: Up to 10.00% of the Purchase price will be deducted from the Purchase Amount for underwriting costs. 1 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP SELLERINFORMATION Seller(s) Information Legal/Corporate Name: DIXONASPHALTMAINTENANCELLC D/B/A: Federal Tax ID: Type of Entity Limited Liability Company State of Incorporation OH 573 Physical Add ess: 10128 TERRACEDR City: GLOUSTER State: OH Zip: Business Phone: 000-000-0000 Email: Guarantor ("Guarantor") Information 1 Corporate Officer/Owner Name: JOSHUA MDIXON Title: Owner Ownership %: 100 HomeAdd ess: 10128 TERRACEDR City: GLOUSTER State: OHZip Code: 45732 HomePhone Number: -- 2. THIS AGREEMENT IS NOTA LOAN: PARKSIDE and each Seller (together the "Parties") and intend agree that the purchase and sale of the Future Receivables by Seller is not, nor interpreted to be, a loan. There is no interest rate, or payment schedule and no time period during which the Purchase Amount must be collected by Parkside. Parkside is purchasing the Purchase Amount knowing the risks that Seller's receivables may be substantially reduced, or that Seller's business may fail in which Parkside will not Sceive any mmittance from Seller. In such an event, Seller would not be in breach/default of this Agreement. Parkside assumes these risks based on the Seller's representations, warranties and covenants in this Agreement that are designed to give Parkside a reasonable and fair opportunity to receive the benefit of the bargain. The Parties agme that the Purchase Price is the fair market value for said Sceivables. If a court determines that Parkside has charged or received inteSst hereunder in excess of the highest applicable rate, the rate in effect hemunder shall automatically be reduced to the maximum rate permitted by applicable law and Parkside shall promptly refund to seller any inteSst by Parkside in excess of the maximumlawful rate, it being intended that Seller not received pay or contract to pay and that Parkside not receive or contract to receive, diSctly or indirectly in an manner whatsoever, interest in excess of that which may be paid by Seller under applicable law. Seller knowingly and willingly waives the defense of usury in any action or proceeding. 3. Reconciliation: To ensure has collected from Seller an amount that equals that Parkside the Percentage Purchased, and as long as Seller has not breached this Agreement, any Seller may give written notice to Parkside requesting that Parkside conduct a reconciliation to adjust the daily amount to reflect the Seller's actual past and expected future receivables. A Sconciliation may also be requested by sending an e-mail to Parkside at Accounting@parksidefundinggmup.com. Seller shall provide Parkside with any financial documentation or information requested by Parkside for Parkside to verify the actual Sceivables and complete the reconciliation. Parkside will complete each reconciliation within five business days after Sceipt of a written request and accompanied by the 2 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP documentation and information required for it. If after Parkside conducts the reconciliation, and it is determined by Parkside that Parkside received more funds from Seller than it was intitled to, Parkside shall remit the excess funds to Seller within three business days of completing the Reconciliation. 4. Authorized Bank Account: Seller shall deposit all of the Future Receivables into the single business banking account (the “Account”) acceptable to Parkside to obtain electronic fund transfer services and/or “ACH” payments. Seller must instruct Seller’s credit card processor, which must be approved by Parkside, (the “Processor”) to deposit all payment card receipts of Seller into the Account. Seller shall provide Parkside and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Seller’s Receivables. Seller shall not change any of the passwords without prior written consent from Parkside. Seller authorizes Parkside to debit the Estimated Payment from the Account each business day/week/month by either electronic fund transfer services and/or “ACH” payments. 5. Insufficient Funds In Account: Seller understands that it is responsible for ensuring that the Estimated Payment amount is available in the Account each business day/week/month or advising Parkside prior to each daily/weekly/monthly withdrawal of a shortage of funds. Seller will be responsible for any fees incurred by Parkside as a result of a rejected electronic check or ACH debit attempt (if no prior notice was provided) and such rejection may be result in event of default as defined with Section D. Parkside is not responsible for any overdrafts or rejected transactions that may result from Parkside’s debiting any amount authorized under the terms of the Agreement. Seller acknowledges that the foregoing ACH authorization is a fundamental condition to induce Parkside to accept the Agreement. As such, such authorization is intended to be irrevocable. 6. Fiduciary Duty of Seller: Each Seller agrees that it is a fiduciary for Parkside, and each Seller will hold its receivables in trust for Parkside in its capacity as a fiduciary for Parkside. Until the Purchased Amount has been received in full by Parkside, Seller’s receivables, up to the balance of the Purchased Amount, shall be the property of Parkside. 7. Information To Be Delivered To Parkside : Seller shall provide to Parkside any authorizations, bank or financial statements, tax returns, as Parkside deems necessary in its sole discretion prior to or any time after execution of this Agreement. Seller shall provide the requested documents within five (5) business days after request by Parkside. Seller authorizes all of its banks, brokers and credit card processors to provide Parkside with Seller’s banking, brokerage and/or processing history to determine qualification or continuation of the Agreement or for collections upon the event of Default. A photocopy of this authorization shall be deemed acceptable as an authorization for release of financial and credit information. 8. Financial Information Authorization: Seller authorize Parkside, its agents, representatives and any credit reporting agency engaged in Parkside to: (i) Investigate any references given or other statements or data obtained from or about Seller for the purpose of this Agreement. (ii) Obtain consumer and business reports on the Seller. 3 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP (iii) Contact any current or prior banks of the Seller, to obtain any information regarding Seller’s transactions with said banks, in the furtherance of this Agreement. (iv) Investigate its financial responsibility and history. (v) Update such information and financial and credit reports/profiles from time to time as Parkside deems appropriate. (vi) Seller Waives to the maximum extent permitted by law any claim for damages against Parkside or any of its affiliates related to any investigation undertaken by or on behalf of Parkside as permitted by this Agreement or disclosure of information as permitted by this Agreement. 9. No Liability: In no event shall Parkside be liable for any claims asserted by Seller or Guarantor under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by both Seller and Guarantor. SECTION B REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER 1. Good Faith, Best Efforts And Due Diligence : Seller and each Guarantor represents, warrants and covenants that it will conduct its business in good faith and will use its best efforts to ensure that Parkside obtains the Purchase Amount. Seller represents, warrants and covenants that it is entering this Agreement for business purposes and not as a consumer for personal, family, or household purposes. 2. Financial Condition And Financial Information : Seller and each Guarantor represents, warrants and covenants that any information provided to Parkside under Section A, Paragraph 7 or 8, fairly represent the financial condition of Seller and each Guarantor at such dates. 3. Material Change In Business: Seller represents, warrants and covenants that Seller shall notify Parkside immediately if there are material adverse changes, financial or otherwise, in the operation of Seller or any change in the ownership of Seller. 4. Governmental Compliance: Seller represents, warrants and covenants that Seller is in compliance and shall comply with any and all laws and regulations promulgated by the State or Federal government including State and Federal Taxes. Seller has valid permits, authorizations and licenses to own operate, lease its properties, and to conduct its business in which it is presently engaged and or will engage in hereafter. 5. Authority To Enter Into This Agreement : Seller represents, warrants and covenants that Seller has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 6. Change Of Business Name, Location Or Closing Of Business : Seller shall not conduct Seller’s business under any name other than as disclosed to Parkside. Seller shall not change its place of business without prior written consent of Parkside. Seller shall not sell, dispose, transfer or otherwise convey all or substantially all of its business or assets without, (i) The express prior written consent of Parkside and 4 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP (ii) The written Agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Parkside. 7. Bankruptcy: Seller represents, warrants and covenants that as of the date of the executed Agreement, Seller is not insolvent, is not contemplating bankruptcy, has not filed any petition for bankruptcy protection under any Title of the United States Bankruptcy code, and to Sellers’s knowledge, there has been no involuntary petition brought or pending against Seller. 8. Business Interruption Insurance: Seller shall maintain business interruption insurance and shall provide PARKSIDE proof of such insurance upon request. 9. No Conflict with Other Agreements : Seller represents, warrants and covenants that Seller’s execution and performance of this Agreement will not conflict with any other agreement, obligation, promise, court order, administrative order or decree, law or regulation, to which Seller is subject, including any agreement which prohibits the sale or pledge of Seller’s future receivables. 10. No Stacking: Seller represents, warrants and covenants that Seller shall not enter into any purchase and sale of future receivables or any loan agreement that relates to or involves its future receivables with any party other than Parkside for the duration of this Agreement, without the prior written consent of Parkside. 11. No Diversion of Receipts: Seller represents, warrants and covenants that Seller shall not permit any event to occur that could cause a diversion of any of Seller’s Future receivables from the Account to another entity. 12. Negative Pledge: Seller agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the “Collateral” (Defined in Section C paragraph 1). 13. Seller’s Knowledge And Representation: Seller represents, warrants and covenants that it is a sophisticated business entity familiar with the kind of transaction covered by the Agreement and that it was or had the opportunity to be represented by legal counsel prior to signing this Agreement. 14. Title of Receipts: Seller represents, warrants and covenants that Seller has good, complete, unencumbered and marketable title to all future receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interest that may be inconsistent with the transactions contemplated with or adverse to the interests of Parkside. 15. Estoppel Certificate: Seller represents, warrants and covenants that Seller shall, at least one day after notice from Parkside to Seller, execute, acknowledge and deliver to Parkside or to any other person, firm, entity specified by Parkside a statement certifying that this agreement is unmodified and in full force and effect (if modified- the same is in full force and effect as modified and stating the modifications). SECTION C RIGHTS OF PARKSIDE 5 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP 1. Security Interest: Seller hereby grants to Parkside a first priority security interest in and lien upon: (a) All accounts receivable as defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Seller and (b) all proceeds of any account receivable, as the term is defined in Article 9 of the UCC (together, the “Collateral”). Seller hereby represents and warrants that no other person or entity has a security interest in the Collateral. Seller acknowledges and agrees that any security interest granted to Parkside under any other agreement between Seller and Parkside (the “Cross-Collateral”) will secure the obligations hereunder. Seller agrees to execute any documents or take any action in connection with this Agreement as Parkside deems necessary to perfect or maintain Parkside’s first priority security interest in the Collateral or to effectuate Parkside’s right of setoff. Seller hereby authorizes Parkside to file any financing statements deemed necessary by Parkside to perfect or maintain Parkside’s security interest. Pursuant to Article 9 of the Uniform Commercial Code, upon any Event of Default hereunder, Parkside has control over and may direct the disposition of the Collateral, without further consent of Seller. Upon any Event of Default hereunder, Parkside shall have the right, without notice or demand of any kind, to notify account debtors of Parkside’s lien and collect any amount owed to Parkside directly from the account debtors. 2. Fees: Underwriting fee 10.00% of the Purchase Amount to cover underwriting related expenses. (Will be deducted from Purchase Price). Seller agrees that the Fees are reasonable. 3. Refinance/Payoff: At the time of this Agreement, Seller may have an existing balance, in which Seller previously sold its future receivables, with (i) Parkside (ii) another purchaser. Seller must disclose any prior Agreement to Parkside prior to signing this Agreement. Seller may opt to refinance or payoff its prior balance with part or all of the Purchase Price in order to enter this Agreement with Parkside. Seller shall direct Parkside to refinance or payoff its prior balance. 4. Right To Access: In order to ensure that Seller is complying with the terms of this Agreement, Parkside shall have the right to: (i) Enter the premises, without notice, of Seller’s business, for the purpose of inspection of Seller’s transaction processing terminals. (ii) Access to Seller’s employees and records and all other items as requested Parkside 5. Phone Recordings and Contact: Seller and each Guarantor agrees that any call between Parkside and Seller, their agents, and employees may be recorded and monitored. In addition, Seller and each Guarantor agrees that: (i) It has an established business relationship with Parkside including its employees and agents, and that Seller may be contacted, via phone, mail or email, from time-to-time regarding this Agreement or other related business transactions. (ii) Such communications and contacts are not unsolicited or inconvenient. (iii) Any such contact may be made by any phone number including cell phone numbers, email address, or facsimile number given to Parkside by Seller, its agents or employees. (iv) Seller and each Guarantor acknowledge that such calls or electronic communications may incur a charge or fee from the company that provides them with telecommunications, wireless, and/or Internet services, and that Parkside has no liability for any such charges. 6 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP 6. Publicity: Parkside may, at its discretion, use Seller and each Guarantor’s name in listings of clients, and in marketing and advertising materials. 7. SERVICE OF PROCESS: IN ADDITION TO THE METHODS OF SERVICE ALLOW BY NEW YORK COURT RULES, SELLER AND GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS UPON IT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO THE ADDRESSES PROVIDED ON PAGE 1 OF THIS AGREEMENT, SERVICE HEREUNDER SHALL BE COMPLETE UPON SELLER’S OR GUARANTOR’S ACTUAL RECEIPT OF PROCESS OR UPON PARKSIDE’S RECEIPT OF THE RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS REFUSED OR UNDELIVERABLE. SELLER AND GUARANTOR MUST PROMPTLY NOTIFY PARKSIDE, IN WRITING, OF EACH AND EVERY CHANGE OF ADDRESS TO WHICH SERVICE OF PROCESS CAN BE MADE. SECTION D EVENTS OF DEFAULT 1. Events of Default: The occurrence of any of the following events shall constitute an “Event of default” and Parkside shall be intitled to pursue without limitation any of the Remedies under Section D (2) immediately and without notice to Seller in addition to any remedy available to PARKSIDE under the law, in equity or otherwise pursuant to this Agreement. (i) Seller or Guarantor violates any term, covenant, warranty, or condition in this Agreement. (ii) Seller interferes with Parkside’s right to collect the Purchase Amount. (iii) Seller uses multiple depository accounts without the prior written consent of Parkside. (iv) Seller changes its depositing account or its payment card processor without the prior written consent of Parkside. (v) Any representation or warranty by Seller in the Agreement shall prove to have been incorrect, false or misleading in any material respect when made. (vi) Seller notifies Parkside that it is unilaterally terminating the Agreement. (vii) Seller transfers or sells all or substantially all of its assets without the prior written consent of Parkside. (viii) Seller transports, moves, interrupts, suspends, dissolves, or terminates its business without the prior written consent of Parkside other than a bankruptcy filing. (ix) Seller changes its processor or adds terminals without the prior written consent of Parkside. (x) Seller changes the Account username and/or password credentials without giving Parkside at least twenty-four-hour advance written notice of said change with the updated username and password. (xi) Seller causes its account to stop allowing Parkside to withdraw the Estimated Payment from the account and Seller does not notify Parkside by email at Accounting@parksidefundinggroup.com, within three business days of a valid reason for causing the account to stop payment. 2. Protections Against Default: The following protections may be invoked by Parkside immediately and without notice to Seller if any Event of Default occurs. 7 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP (i) The full uncollected Purchase Amount plus all fees under section C (2) and Section D (5) due under the Agreement. (ii) Parkside may enforce the provisions of the Limited Personal Guaranty of performance – Attached to this Agreement – against the Guarantor. (iii) Parkside may enforce its security interest in the collateral under Section C (1). (iv) Parkside may proceed to protect and enforce its right and remedies by bringing a legal action against Seller and Guarantor pursuant to the Agreement in addition to any remedy available to Parkside under the law or in equity. In said action if judgment should be granted in favor or Parkside against Seller or Guarantor, Seller and Guarantor shall be liable for Parkside’s costs of said action, including but not limited to collection costs, reasonable attorneys’ fees, and court costs. (v) Parkside may debit Seller’s depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check drawn on Seller’s bank account or otherwise for all sums due to Parkside. (vi) Parkside may notify Seller’s credit card and check processor and to request said credit card processor to remit payments to Parkside for any remaining balance under the Purchase Amount on behalf of seller. 3. Temporary Restraining Order (“TRO”) : In the event an Event of Default occurs, Seller and Guarantor hereby consent and agree that Parkside may be intitled to apply, in any action arising from a breach of this Agreement, for an Ex Parte entry of a preliminary or permanent injunction, temporary restraining order or other equitable relief, in an effort to protect Parkside’s collateral. Seller acknowledges that unless Parkside chooses to file a TRO, Parkside may be unable to adequately protect it’s interest in the Collateral and RNS may not have another remedy at law. 4. Statutes of Limitations: Any claim not asserted by Seller or Guarantor against Parkside within one year of its accrual will be time barred. 5. Costs and Legal Fees: Seller and Guarantor shall be responsible to pay all of Parkside’s reasonable costs associated with any Event of Default, and the enforcement thereof, including a ‘Default fee’ of $2,500.00, and collection fees and or attorney fees, which may include a contingency fee of up to 33% of the amount demanded, and costs of suit. SECTION E MISCELLANEOUS 1. No Modification: No modification, amendment waiver or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by Parkside. 2. Assignment: Parkside may assign, transfer or sell its rights to receive the Purchase Amount or delegate its duties hereunder, either in whole or in part, with or without prior written notice to Seller. 3. Notice: Except for Service of Process under Section C (7), all notices and other communications to Seller and Guarantor, required or permitted to be given shall be in writing, and shall be deemed duly given as follows: (a) on the date delivered if personally delivered, (b) on the date sent by facsimile with 8 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP automatic confirmation by the transmitting machine showing the proper number of pages were transmitted without error to the addresses listed on page 1, (c) on the next business day if sent by overnight mail by Federal Express or other recognized overnight mail service to the addresses listed on page 1, or (d) five business days after mailing, if mailed by certified or registered mail, return receipt requested, in each case addressed to the parties at their respective addresses set forth on page 1 of this agreement. 4. Waiver: No course of dealing or omission or delay on the part of Parkside in asserting or exercising any right hereunder shall constitute or operate as a waiver of any such right. No waiver by Parkside of any provision hereof shall be effective, unless in writing and signed by Parkside. No waiver by Parkside shall be deemed a continuing waiver or waiver in respect of any other or subsequent breach or default, unless expressly so stated in writing. 5. Severability: The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, valid and enforceable. 6. Titles and Captions: The titles, captions and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not affect the construction or interpretation of any provision hereof. 7. Survival of Representation: 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 and this Agreement shall have terminated. 8. Entire Agreement: This Agreement contains a complete statement of the agreement and supersedes all prior agreements and understandings. 9. Governing Law: This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New York, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction . 10. Forum and Venue Selection: Parkside and Seller agree that any legal dispute, controversy, demand, or claim (“claim” or “claims”) arising out of, or relating to, the Agreement, any breach thereof, shall be instituted in any federal or state court sitting in the State of New York (the “Satisfactory Forums”) provided that Parkside may institute suit in another forum. Seller, and any Guarantor agree that the Satisfactory Forums are convenient to them and submit to the personal jurisdiction of the acceptable forums. Should a proceeding be initiated by Seller or Guarantor in any other forum, Seller and Guarantor each waive any right to oppose any motion or application by Parkside to dismiss such proceeding to remove and/or transfer the proceeding to a Satisfactory Forum and for an anti-suit injunction against such proceeding. 11. Arbitration: Parkside and Seller agree that any legal dispute, controversy, demand, or claim arising out of, or relating to, the Agreement, any breach thereof, including, but not limited to issues of 9 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP arbitrability, will, at the option of any party to such action or dispute, be determined by arbitration before a single arbitrator. Such Arbitration shall be at a place and time agreed upon by the parties in the county in New York. A neutral arbitrator shall conduct the matter in accordance with the commercial rules of the American Arbitration Association in New York, New York. The arbitrator will be a neutral person agreed upon by the parties. The parties agree that the costs of mediation and arbitration shall be shared equally unless otherwise agreed or ordered. Seller and/or Guarantor acknowledges and agrees that the Purchase and Sale of future receivables Agreement and/or the Guaranty Agreement is the product of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, and that the transactions contemplated under this Agreement will be made by wire transfer and/or ACH, which are also instrumentalities of interstate commerce, and that the Purchase and Sale of future receivables Agreement and/or the Guaranty Agreement therefore evidences a transaction affecting interstate commerce. 12. Jury Waiver: EACH OF THE PARTIES TO THIS AGREEMENT HEREBY IRREVOCABLY WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, ANY OTHER AGREEMENT OR INSTRUMENT DELIVERED IN CONNECTION HEREWITH OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. 13. Class Action Waiver. Guarantor, Seller, and Parkside each agree that they may bring claims against each other arising from or related to this Agreement only in their individual capacities and not as a class action member in any purported class or any such similar proceedings. ADVICE OF COUNSEL. EACH PARTY HERETO ACKNOWLEDGES THAT HE OR IT HAS CAREFULLY REVIEWED ALL OF THE PROVISIONS CONTAINED IN THIS AGREEMENT PRIOR TO ITS EXECUTION, THAT HE OR IT HAS HAD THE OPPORTUNITY TO SEEK THE ADVICE OF AN ATTORNEY OF HIS OR ITS CHOICE, AND THAT HE OR IT HAS EXECUTED THIS AGREEMENT FREELY AND VOLUNTARILY AND BELIEVES THIS AGREEMENT TO BE FAIR, JUST, AND REASONABLE. I have reviewed and agree with the terms and conditions set forth above in the Agreement. Signature: Name: JOSHUA M DIXON, Owner Name: PARKSIDE DIXON ASPHALT MAINTENANCE 20 2 0 / / Seller: Date: 05/20/2024 LLC Date: 05/20/2024 Signature: Name: 10 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP DIXON ASPHALT MAINTENANCE Seller: LLC Date: 05/20/2024 11 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP LIMITED PERSONAL GUARANTEE OF PERFORMANCE 1. Definitions: Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement for the Purchase and Sale of Future Receivables attached hereto (the “Agreement”). 2. Personal Guarantee of Performance. Guarantor will not be personally liable for any amount due under this Agreement unless Seller commits an Event of Default pursuant to the Agreement. The undersigned Guarantor hereby guarantees the Seller’s performance of all the covenants, representations and warranties made by the Seller to Parkside in the Agreement (the “Guarantor Obligations”). Guarantor’s obligations are due at the time of any breach by Seller of any covenant, representation, or warranty made by Seller in the Agreement. Upon any breach by the Seller of any such covenant, representation or warranty, each Guarantor shall be jointly and severally liable for all amounts owed to Parkside under the Agreement. 3. Guarantor Waivers: Upon the occurrence any Event of Default, Parkside may seek recovery from each Guarantor for all of Parkside’s losses and damages by enforcement of Parkside rights without first seeking to obtain payment from Seller, any other guarantor, or any Collateral Parkside may hold pursuant to this Agreement or any other guaranty. Parkside does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement even if it is not notified of: (i) Seller’s failure to pay timely any amount required under the Agreement; (ii) any adverse change in Seller’s financial condition or business; (iii) any sale or other disposition of any Collateral securing the Guarantor Obligations or any other guaranty; (iv) Parkside’s acceptance of any Agreement with Seller; and (v) any renewal, extension or other modification of the Agreement or Seller’s other obligations to Parkside. In addition, Parkside may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Agreement or Seller’s other obligations to Parkside; (ii) release Seller from its obligations to Parkside; (iii) sell, release, impair, waive or otherwise fail to realize upon any Collateral securing the Guarantor Obligations or any other guaranty; and (iv) foreclose on any Collateral securing the Guarantor Obligations or any other guaranty in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Purchased Amount and Seller’s other obligations to Parkside under the Agreement and this Guarantee are paid in full, Guarantor shall not seek reimbursement from Parkside or any other guarantor for any amounts paid by it under this Guarantee. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Seller, any other guarantor, or any Collateral provided by Seller or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. 4. Class Action Waiver. Guarantor, Seller, and Parkside each agree that they may bring claims against each other arising from or related to this Guarantee only in their individual capacities and not as a class action member in any purported class or any such similar proceedings. 5. Incorporated Terms by Reference . THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE AGREEMENT INCLUDING THE “TERMS AND 12 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP CONDITIONS”, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS GUARANTEE. In addition, Guarantor and Parkside each agree that the following terms from the Agreement shall be incorporated into this Guarantee by reference: “Phone Recordings and Contact” (Section C (5)) “Publicity” (Section C (6)) “Service of Process” (Section C (7)) “Protections against default” (Section D (2) (i-vi)) “Temporary Restraining Order” (Section D (3)) “Statutes of Limitations” (Section D (4)) “Costs and Legal Fees” (Section D (5)) The ENTIRE SECTION E 6. Attorney Review and Guarantor Acknowledgment: Guarantor acknowledges that Guarantor and the provisions in the purchase and sale of future receivables agreement which are incorporated into the Guarantee and (a) understands the seriousness of the provisions of this Guarantee; (b) has had a full opportunity to consult with counsel of Guarantor’s choice; (c) Guarantor has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity. I have reviewed and agree with the terms and conditions set forth above in the Guarantee. GUARANTOR 1 Signature: Name: JOSHUA M DIXON, Owner Date: 05/20/2024 2 / / 98 13 FILED: KINGS COUNTY CLERK 07/02/2024 09:07 AM INDEX NO. 518008/2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/02/2024 Parkside FUNDINGGROUP EXHIBIT A - AUTHORIZATION FORDIRECTDEPOSIT(ACH CREDIT) ANDDIRECT PAYMENTS (ACH DEBITS) Funder Name: Parkside Funding GmupLLC Merchant (Legal Name): DIXONASPHALTMAINTENANCE LLC Designated Checking Account: Bank Name: ATOMICCUINC Routing Account 6576 Capitalized terms used in this Authorization Form without definition shall have the meanings set forth in the MemhantAgnement. This Authorization for Direct Deposit (ACHCadit) and Diæct Payments (ACHDebits) is part of (and incorporated by refeænce into) the Merchant AgSement. Merchant sho