lendspark AGREEMENTFORTHEPURCHASEANDSALE OF FUTURE RECEIPTS ("AGREEMENT") AGREEMENT NO.: 2660

Exhibit 10.43

lendspark

AGREEMENTFORTHEPURCHASEANDSALE OF FUTURE RECEIPTS ("AGREEMENT") AGREEMENT NO.: 2660

 

 

 

 

 

 

Requirements:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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Exhibit 10.43

 

Merchant Information:

Business Name:	▇▇▇▇▇▇ LIFE SCIENCES, INC.
Email:	▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇
Business Phone:	▇▇▇-▇▇▇-▇▇▇▇
Cell Phone:	▇▇▇-▇▇▇-▇▇▇▇
Business Website:	▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇



 

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**Please Fill In**

 

 

 

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lendspark AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIPTS

Seller's Legal Name: ▇▇▇▇▇▇ LIFE SCIENCES, INC., et al.

 

 

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Type of Business Entity: Corporation

▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇



 

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35.2

Time in business: Years Fed. Tax ID #: ▇▇-▇▇▇▇▇▇▇

 

 

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Business Address:



 

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Suite 800

 

------------21250 Hawthorne Boulevard



 

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City: Torrance State:

 

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90503

 

 

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Mailing Address: Suite 800 City: Torrance



 

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State:



 

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CA

 



 

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Zip:



 

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90503

 

 

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Primary Contact Name & Title: _▇▇▇▇▇▇ ▇▇▇▇▇▇▇, CEO

 

 

Purchase Price:	$2,300,000.00	Purchased Amount: $3,105,000.00
Specified Percentage:	20%	Origination Fee: $46,000.00
Initial Daily

Average Monthly Sales:

 

(To be deducted from the Purchase Price)

 

Amount: See Addendum (Avg. Monthly Sales x Specified Percentage/ Avg. Business Days in a Calendar Month)

 

 

 

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Account for the Deposit of All Future Receipts: Bank: MUFG UNION BANK NA



 

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EMMAUS MEDICAL INC

 

Account No.: _

 

 

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Effective, 11/30/2022, Seller, identified above, hereby sells, assigns and transfers to LENDSPARK CORPORATION, located at ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ ("Buyer"), without recourse, the Specified Percentage of the proceeds of each future sale made by Seller (collectively "Future Receipts") until Buyer has received the Purchased Amount. "Future Receipts" includes all payments made by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card (each such card shall be referred to herein as a "Payment Card") or other form of monetary payment in the ordinary course of Seller's business. As payment for the Purchased Amount, Buyer will deliver to Seller the Purchase Price, shown above, minus any Origination Fee shown above. Seller acknowledges that it has no right to repurchase the Purchased Amount from Buyer.

 

Both parties agree that the obligation of Buyer under this Agreement will not be effective unless and until Buyer has completed its review of the Seller and has accepted this Agreement by delivering the Purchase Price, minus any Origination Fee. Prior to accepting this Agreement, Buyer may conduct a processing trial to confirm its access to the Account and the ability to withdraw the Initial Daily Amount. If the processing trial is not completed to the satisfaction of ▇▇▇▇▇, Buyer will refund to Seller all funds that were obtained by Buyer during the processing trail.

 

Agreement of Seller: By signing below Seller agrees to the terms and conditions in this Agreement, including those terms and conditions on the following pages, and further agrees that this transaction is for business purposes and not for personal, family, or household purposes. ..-

Seller:

Agreed to by: (Signature), its _C_E_O (Title)

Print Name:

 

 

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Agreed to by:

Print Name:

 

Buyer: LENDSPARK CORPORATION

 

Agreed to by:

Print Name:



 

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(Signature), its

 

 

 

 

(Signature), its



 

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(Title)

 

 

 

 

(Title)

 

 

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Agreement of Each Owner: Each Owner signing below agrees to the terms of the Credit Report Authorization below.

(Print Name) (Signature)

(Print Name) (Signature)

 

 

 

Percentage of Seller's daily Future Receipts. For as long as no Event of Default has occurred, once each calendar month, Seller may request that Buyer adjust the Daily Amount to more closely reflect the Seller's actual Future Receipts times the Specified Percentage. ▇▇▇▇▇▇ agrees to provide Buyer any information requested by ▇▇▇▇▇ to assist in this reconciliation. No more often than once a month, Buyer may adjust the Daily Amount on a going-forward basis to more closely reflect the Seller's actual Future Receipts times the Specified Percentage. Buyer will give Seller notice five (5) business days prior to any such adjustment. After each adjustment made pursuant to this Section, the new dollar amount shall be deemed the Daily Amount until any subsequent adjustment.

(100%) of all Future Receipts.

execute any instrument or document to settle all obligations due to Buyer from Seller, or in the case of a violation by Seller of this Agreement or the occurrence of an Event of Default under Section 15 hereof by Seller, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or in respect of any of the Future Receipts, (iii) to receive, endorse and collect any checks, notes, drafts, instruments, documents or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign Seller's name on any invoice, bill of lading, or assignment directing customers or account debtors to direct payables to Buyer; (v) to file any claims or take any action or institute any proceeding which Buyer may deem necessary for the collection of any of the remaining Purchased Amount of the Future Receipts, or otherwise to enforce its rights with respect to delivery of the Purchased Amount; and/or (vi) to contact any Processor of Seller and to direct such Processor(s) to deliver directly to Buyer all or any portion of the amounts received by such Processor(s) and to provide any information regarding Seller requested by ▇▇▇▇▇. Each Processor may rely on the previous sentence as written authorization of Seller to provide any information requested by ▇▇▇▇▇. Each Processor is hereby irrevocably authorized and directed by ▇▇▇▇▇▇ to follow any instruction of Buyer without inquiry as to ▇▇▇▇▇'s right or authority to give such instructions. Seller acknowledges the terms of the preceding sentence and agrees not to (a) interfere with ▇▇▇▇▇'s instructions or a Processor's compliance with this

 

 

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Agreement or (b) request any modification thereto without Buyer's prior written consent.

representatives and any credit reporting agency engaged by ▇▇▇▇▇, to (i) investigate any references given or any other statements or data obtained from or about Seller or any of its Owners for the purpose of this Agreement, (ii) obtained consumer and business credit reports on the Seller an any of its Owners, and (iii) to contact personal and business references provided by the Seller in the Application, at any time now or for so long as Seller and/or Owners continue to have any obligation owed to Buyer as a consequence of this Agreement or for ▇▇▇▇▇'s ability to determine Seller's eligibility to enter into any future agreement with Buyer.

processed on behalf of Seller and any fees that may have been charged by the bank. In addition, ▇▇▇▇▇▇ authorizes Buyer to contact any current or prior bank of the Seller for collections and in order to confirm that Seller is exclusively using the Account identified above, or any other account approved by Buyer, for the deposit of all business receipts.

discretion prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed acceptable as an authorization for release of financial and credit information. Buyer is authorized to update such information and financial and credit profiles from time to time as it deems appropriate. Seller waives, to the maximum extent permitted by law, any claim for damages against Buyer or any of its affiliates relating to any investigation undertaken by or on behalf of Buyer as permitted by this Agreement or disclosure of information as permitted by this Agreement.

collections upon an Event of Default.

Purchased Amount.

continue its business at least at its current level, to ensure that Buyer obtains the Purchased Amount.

 

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Seller. Prior to any such closure, Seller will provide Buyer ten (10) business days notice to the extent practicable.

with Buyer's right to collect the Daily Amount; (b) Seller violates any term or covenant in this Agreement; (c) Seller uses multiple depository accounts without the prior written consent of Buyer; (d) Seller changes its depositing account or its payment card processor without the prior written consent of Buyer; (e) Seller defaults under any of the terms, covenants and conditions of any other agreement with Buyer; (f) Seller fails to provide timely notice to Buyer such that: (i) within any thirty

(30) day period, four (4) or more ACH transactions attempted by Buyer are rejected by ▇▇▇▇▇▇'s bank and/or; (ii) four (4) or more consecutive ACH transactions attempted by Buyer are rejected by Seller's bank; or (g) Seller's failure to cure, within twenty-four (24) hours, any disruptions and/or any inability Buyer may have in maintaining Live Contemporaneous Access to Seller's Accounts pursuant to Section 14.3 of this Agreement.

 

 

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effective unless the same shall be in writing and signed by ▇▇▇▇▇.

Seller, ▇▇▇▇▇ and their respective successors and assigns, except that Seller shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of Buyer which consent may be withheld in ▇▇▇▇▇'s sole discretion. This Agreement shall be governed by and construed in accordance with the laws of the state of California, without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach of this Agreement, shall, if Buyer so elects, be instituted in any court sitting in California (the "Acceptable Forums"). Seller agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Seller waives any right to oppose any motion or application made by Buyer to transfer such proceeding to an Acceptable Forum.

full.

drafter.

Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired.

deemed acceptable for all purposes.

extent such person uses the information solely for purpose of advising ▇▇▇▇▇▇ and first agrees in writing to be bound by the terms of this Section. A breach entitles Buyer to damages and legal fees as well as temporary restraining order and preliminary injunction without bond.

 

 

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WHERE SUCH WAIVER IS PROIDBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. THE PARTIES ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.

AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PAIITY IS PERMITIED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (I) THE PREVAILING PAIITY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS' FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (II) THE PAIITY WHO INITIATES OR PAIITICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.

RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS REFUSED OR UNDELIVERABLE.

 

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▇▇▇▇▇▇ MUST PROMPTLY NOTIFY BUYER. IN WRITING, OF EACH AND EVERY CHANGE OF ADDRESS TO WIIlCH SERVICE OF PROCESS CAN BE MADE. SERVICE BY BUYER TO THE LAST KNOWN ADDRESS SHALL BE SUFFICIENT. SELLER WILL HAVE (30) CALENDAR DAYS AFTER SERVICE HEREUNDER IS COMPLETE IN WHICH TO RESPOND. FURTIIERMORE, SELLER EXPRESSLY CONSENTS THAT ANY AND ALL NOTICE(S), DEMAND(S), REQUEST(S) OR OTHER COMMUNICATION(S) UNDER AND PURSUANT TO 'IHIS AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIVABLES SHALL BE DELIVERED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIVABLES.

 

APPENDIXA

LIST OF FEES AND CHARGES

 

In addition to the Purchased Amount of Future Receipts, the Agreement provides that the following fees shall be applied:

 

 

 

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lendspark



 

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PERSONAL GUARANTY OF PERFORMANCE

 

 

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This Personal Guaranty of Performance (this "Guaranty") is executed as of 11/30/2022 by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ("Guarantor''), for the benefit of LENDSPARK CORPORATION ("Buyer").

 

Capitalized terms used herein, but not defined, shall have the meanings assigned to them in the Purchase Agreement (as hereinafter defined).

 

RECITALS

 

prompt and complete performance to Buyer of all of the obligations of Seller; and

 

AGREEMENT

 

As an inducement to Buyer to purchase the Future Receipts identified in the Agreement, and for other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, Guarantor does hereby agree as follows:

 

dispose, convey, sell or otherwise transfer, any material business assets of Seller without the prior written consent of Buyer, which may be withheld for any reason, until receipt of the entire Purchased Amount. Guarantor hereby agrees to pay all costs and attorney's fees incurred by ▇▇▇▇▇ in connection with any actions commenced by Buyer to enforce its rights or incurred in any action to defend its performance under the Agreement and this Guaranty. This Guaranty is binding upon Guarantor, and Guarantor's heirs, legal representatives, successors and assigns. If there is more than one Guarantor, the obligations of the Guarantors hereunder shall be joint and several. The obligation of Guarantor shall be unconditional and absolute, regardless of the unenforceability of any provision of any agreement between Seller and Buyer, or the existence of any defense, setoff or counterclaim which Seller may assert. Buyer is hereby authorized, without notice or demand and without affecting the liability of Guarantor hereunder, to at any time renew or extend Seller's obligations under the Agreement or otherwise modify, amend or change the terms of the Agreement. Guarantor is hereby notified that a negative credit report reflecting on his/her credit record may be submitted to a credit reporting agency if the terms of this Guaranty are not honored by the Guarantor.

shall operate as a waiver, nor shall any single or partial exercise of any right under this Guaranty preclude any other or further exercise of any other right. The remedies provided in this Guaranty are cumulative and not exclusive of any remedies provided by law or equity. In the event that Seller fails to perform any obligation under the Agreement, Buyer may enforce its rights under this Guaranty without first seeking to obtain performance for such default from Seller or any other guarantor.

financial accommodation from Buyer to Seller. Guarantor specifically acknowledges Buyer is not a lender, bank or credit card processor, and that Buyer has not offered any loans to Seller, and Guarantor waives any claims or defenses of usury in any action arising out of this Guaranty. Guarantor acknowledges the Purchase Price paid to Seller is good and valuable consideration for the sale of the Purchased Amount of Future Receipts.

Guaranty, Guarantor submits to the exclusive jurisdiction and venue of the state or federal courts having jurisdiction over any city/county in the State of California of any claims or actions arising, directly or indirectly, out of or related to this Guaranty. The parties stipulate that the venues referenced in this Guaranty are convenient. The parties further agree that the mailing by certified or registered mail, return receipt requested, of any process required by any such court will constitute valid and lawful service of process against them, without the necessity for service by any other means provided

 

 

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by statute or rule of court, but without invalidating service performed in accordance with such other provisions.

 

 

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FURTHERMORE, GUARANTOR EXPRESSLY CONSENTS THAT ANY AND ALL NOTICE(S), DEMAND(S), REQUEST(S) OR OTHER COMMUNICATION(S) UNDER AND PURSUANT TO THIS PERSONAL GUARANTY OF PERFORMANCE SHALL BE DELIVERED IN ACCORDANCE WITH THE PROVISIONS OF THIS PERSONAL GUARANTY OF PERFORMANCE.

voidable, the parties agree that the court may reform such provision(s) to render the provision(s) enforceable ensuring that the restrictions and prohibitions contained in this Guaranty shall be effective to the fullest extent allowed under applicable law.

Guaranty as its free act and deed.

 

For Individual Guarantors:

Guarantor: (Print Name) Signature:

 

 

 

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For Individual Guarantors:

Guarantor: Signature:



 

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(Print Name)

 

 

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For Corporate Guarantors (or other entities):

Guarantor:

Signature:

 

Print Name of ▇▇▇▇▇▇:

Its: (Official Position)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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lendspark



 

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STACKING PROHIBITED ADDENDUM

 

 

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This Stacking Prohibited Addendum is made as of 11/30/2022 (the "Addendum") to the Agreement for the Purchase and Sale of Future Receipts between LENDSPARK CORPORATION (the "Buyer'') and EMMAUS LIFE SCIENCES, INC., et al. (the "Seller'') dated 11/30/2022 (the "Agreement").

 

Whereas, the Buyer desires to draw attention to Section 13.2 of the Agreement ("Stacking Prohibited"), which strictly prohibits Seller from entering into any type of financing agreement that relates to or involves its Future Receipts with any other party other than Buyer for the duration of the Agreement.

 

Seller agrees to the Stacking Prohibited provision of the Agreement, and fully understands that breach of the Stacking Prohibited provision shall constitute an Event of Default.

 

By signing this Addendum, ▇▇▇▇▇▇ agrees and fully understands that in the event Seller breaches the Stacking Prohibited provision, Buyer fully reserves its rights to immediately commence collections activities pursuant to Section 16 of the Agreement.

 

IN WITNESS WHEREOF, each of the undersigned has executed, or has caused to be executed, this Addendum as of the date first written above.

 

Seller:

 

 

 

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Agreed to by: Print Name:



 

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(Signature), its (Title)

 

 

 

 

 

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Agreed to by: Print Name:



 

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(Signature), its



 

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Buyer: LENDSPARK CORPORATION

 

 

 

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Agreed to by: Print Name:



 

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(Signature), its (Title)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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lendspark

Semi-Monthly Deliveries Addendum

 

 

The Agreement for the Purchase and Sale of Future Receipts dated 11/30/2022 between LendSpark Corporation, ("Buyer") and EMMAUS LIFE SCIENCES, INC., et al. ("Seller") is hereby modified as follows: The Buyer will ACH debit$ 103,500.00 , which represents IO times the Initial Daily Amount, from the Seller's Account on a semi-monthly basis, every Ist and 15th of each month, until the Purchased Amount is delivered. Clause 15(f) in the "Events of Default" section of the Agreement is deleted and replaced with the following:

"(f) Seller fails to provide timely notice to Buyer such that an ACH transaction attempted by ▇▇▇▇▇ is rejected by ▇▇▇▇▇▇'s bank."

 

 

Seller: EMMAUS LIFE SCIENCES, INC., et al.

 

 

 

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Agreed to by: (Signature), its (Title)

Print Owner's Name: _ Date: _

 

 

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Seller: _

 

Agreed to by: (Signature), its (Title)

Print Owner's Name: _ Date: _

 

Buyer: LendSpark Corporation

 

Agreed to by: (Signature), its (Title) Date:

 

 

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lendspark

PURCHASED AMOUNT ADDENDUM

 

This addendum is made as of 11/30/2022 (the "Addendum") to the Agreement for the Purchase and Sale of Future Receipts between LendSpark Corporation (the "Buyer") and

EMMAUS LIFE SCIENCES, INC., et al. (the "Seller'') dated 11/30/2022 (the

"Agreement").

 

Buyer and Seller are sometimes referred to herein collectively as the "Parties" and each as a "Party." Whereas, the Parties desire to add certain terms to the Agreement.

 

In consideration of the above promises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending to be legally bound, do hereby agree and add terms to the Agreement as follows:

 

 

 

 

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Purchased Amount shall be defined as: $2,760,000.00 within 7.5 months of the Purchase Price being paid by Buyer.



 

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if Seller delivers the Future Receipts

 

 

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Notwithstanding the above, if an Event of Default occurs pursuant to the Agreement, Seller forfeits Seller's rights pursuant to this Addendum.

 

 

IN WITNESS WHEREOF, each of the undersigned has executed, or has caused to be executed, thisAddendum as of the date first written above.

 

 

 

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Seller: EMMAUS LIFE SCIENCES, INC., et al. (Print)

 

 

 

Agreed to by:, Signature), its

Seller: (Print)

Agreed to by (Signature), its (Title)

 

 

 

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Seller: (Print)

 

Agreed to by: (Signature), its



 

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(Title)

 

 

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Buyer: LendSpark Corporation

Agreed to by:



 

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_,(Signature), Its (Title

 

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