Exhibit 10.3
Congratulations, On Your Preliminary Offer!
Dear EMMAUS MEDICAL, INC.,
This preliminary offer is based on a preliminary review and is not guaranty or commitment that FUNDKITE will consummate a transaction. Complete contracts and documentation described herein must be provided for underwriting review before FUNDKITE will enter into a transaction. Any misrepresentation in the application submitted to FUNDKITE or adverse change may void this preliminary offer. This preliminary offer is subject to change or cancellation if requested transaction no longer meets applicable requirements.
Please take your time to go over the below details and complete your documents.
YOUR FUNDING DETAILS
Amount Paid to You (Purchase Price): $507,400.00
Service Fees: $15,407.00 Disbursement Amount: $491,993.00 Purchased Amount: $700,212.00 Remittance Percentage: 4%
Initial Estimated Delivery Amount (Weekly ): $21,881.63
CREDIT AUTHORIZATION TO FUNDKITE AND RELATED ENTITIES
EMMAUS MEDICAL, INC. (hereinafter “you” “your” and “yours”) You understand that by signing this notice, you are providing “written instructions” under the Fair Credit Reporting Act to AKF Inc. dba FundKite (“FUNDKITE”), thereby authorizing FUNDKITE to obtain information from your personal consumer credit report and business credit profile and/or other information from TransUnion, Experian, Equifax, Thompson Reuters Clear and/or LexisNexis. You hereby authorize FUNDKITE to obtain such information to confirm your identity to avoid fraudulent transactions in your name, determine prequalification for a commercial transaction or any other lawful purpose covered under the Fair Credit Reporting Act.
Principal Owner:
Print Name: YUTAKA NIIHARA
Signature:
REVENUE PURCHASE AGREEMENT
PURCHASE AND SALE OF FUTURE RECEIPTS (the “Agreement”)
Dated MARCH 14, 2023, Between AKF Inc, DBA FundKite, located at 88 Pine Street, th Floor, New York NY 10005 hereafter known as ("BUYER"), the ("SELLER") listed below and each guarantor identified below (each a "Guarantor")
(“THE SELLER”) MERCHANT INFORMATION
Seller's Legal Name: EMMAUS MEDICAL, INC. DBA:
Physical Address: 21250 HAWTHORNE BLVD., SUITE 800, TORRANCE, CA 90503
Mailing Address: 21250 HAWTHORNE BLVD., SUITE 800, TORRANCE, CA 90503
Primary Telephone: 1-310-214-0065 Business Website: https://www.emmausmedical.com/
Type of entity: Corporation State of Incorporation: DE
Tax Id Number: Date Business Started: 11/19/2003
Name of Primary Authorized Signer: YUTAKA NIIHARA Position or Title: CEO
Email for Owner:
Price: $507,400.00
(The agreed upon Purchase Price for the Receipts sold by SELLER to BUYER)
Service Fees: $15,407.00
(See Appendix A for breakdown of fees)
Disbursement Amount: $491,993.00
(The dollar amount BUYER will pay to SELLER after deducting Service Fees)
Purchased Amount: $700,212.00
(The dollar value of the Receipts being sold and delivered to BUYER from SELLER)
Remittance Percentage: 4%
(The percentage of Receipts SELLER agrees to remit to BUYER each week.
Initial Estimated Delivery Amount (Weekly): $21,881.63
(The dollar amount to be debited each week. from the SELLER's bank account as described below, subject to reconciliation)
Reconciliation Frequency: Monthly
*Reconciliation may result in an adjustment to the Initial Estimated Delivery Amount
Designated Bank Account (the “Designated Account”)
Name of Bank: ABA Transit/Routing #: Checking Account # :
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Upon the terms and subject to the conditions set forth in this Agreement, DBA hereby sells, assigns and transfers to AKF Inc. DBA Fundkite (“FUNDKITE” and “BUYER") in consideration for the funds provided (the “PURCHASE PRICE”), all of Seller's future sales, accounts, contract rights and other obligations and entitlements arising from or relating to the payment of monies from Seller's customers and/or third-party payers and the proceeds thereof including, but not limited to all payments made by cash, check, electronic transfer or other form of monetary payment in the course of the Seller's business (the “Receipts”), in the amount specified above (the “Purchased Amount”) to be delivered by the percentage of Receipts specified above (the "Remittance Percentage") until the Purchased Amount has been delivered by SELLER to BUYER. (SELLER and BUYER shall collectively be referred hereinafter to as the “PARTIES”).
SELLER shall deliver the Remittance Percentage of Receipts to BUYER, until such time as BUYER receives full delivery of the Purchased Amount and any outstanding fees in accordance with Appendix A hereto. SELLER hereby authorizes BUYER to ACH Debit the initial estimated and adjusted delivery amounts from the Designated Account stated above (each a “Delivery Date”) and will provide BUYER with access codes and monthly bank statements thereto. SELLER will be held responsible for any fees incurred by BUYER resulting from a rejected ACH attempt or an Event of Default, all such fees are outlined in Appendix A. BUYER is not responsible for any overdrafts or rejected transactions that may result from BUYER ACH debiting the specified remittances under the terms of this Agreement.
SELLER has elected to have BUYER debit the Initial Estimated Delivery Amount Weekly , therefore SELLER shall deliver Receipts once each week on a weekly basis.. The Initial Estimated Delivery Amount is intended to represent the Remittance Percentage of SELLER's actual Receipts prior to the date of this Agreement.
A list of all fees applicable under this Agreement is outlined in Appendix A. SELLER agrees to pay all fees as described therein.
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arbitration in which SELLER asserts that this transaction is anything other than a purchase and sale of future Receipts.
Buyer will review Seller’s Banking Records for each Review Period that occurs during the course of this Agreement so long as such records are provided to Buyer. Buyer will request that Seller’s Banking Records be provided each month. If Seller fails or refuses to provide Banking Records in response to Buyer’s request, Buyer shall not be obligated to conduct such a review. For this purpose, the “Review Period” is one month, beginning on the first of the month and ending on the last day of the month. Buyer will calculate Seller’s actual Receipts based solely upon a review of the Banking Records made available to Buyer for the applicable Review Period. Absent manifest error, Buyer’s calculation of Seller’s actual Receipts for any Review Period shall be conclusive. Buyer’s calculation of Seller’s actual Receipts will take place on or around the 12th calendar day following the end of the Review Period (the “Calculation Date”).
The parties agree to adjust the Initial Estimated Delivery Amount so that subsequent withdrawals from the Designated Account are equal to the Remittance Percentage of the actual Receipts collected by Seller during a prior Review Period, as determined by Buyer on the Calculation Date. Each such adjustment is referred to herein as an “Adjusted Delivery Amount.”
On each Delivery Date following a Calculation Date, the amount withdrawn from the Designated Account shall be equal to the Adjusted Delivery Amount. If on any Calculation Date, the Buyer is unable to determine Seller’s actual Receipts for the applicable Review Period, the parties agree that the Adjusted Delivery Amount shall be based on the actual Receipts from the most recent Review Period for which Buyer was able to determine Seller’s actual Receipts.
Seller hereby agrees to provide Buyer with such Banking Records as Buyer may reasonably require to calculate Seller’s actual Receipts, including authorization to have “view-only” access to all business bank accounts to accommodate the reconciliations. Seller shall maintain this view-only access at all times and shall provide Buyer with any updated password, login, and account information Buyer may require for this purpose.
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(ii) disclosure of information as permitted by this Agreement.
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ACH entries initiated in accordance with this Authorization.
SELLER represents warrants and covenants that as of this date and, unless expressly stated otherwise, during the course of this Agreement:
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to or encumbers Seller’s Receipts or future revenue with any party other than BUYER.
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exercised at any time by BUYER after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity.
(10) days' written notice of the intent to sell, assign or transfer all or substantially all of the SELLER's assets or stock and shall provide BUYER in writing the name, address, phone number, email address and facsimile number of the proposed assignee, transferee or buyer’s legal representative or owner.
BUYER is the absolute owner of Receipts in consideration of the funds provided. Fundkite may act as the lead purchaser for itself and other co-investors making FUNDKITE on behalf of itself and all co-investors collectively “FUNDKITE” and “BUYER”.
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ARBITRATION OPT OUT,
FundKite, 88 Pine St, 24th Floor New York NY 10005.
(signature pages to follow)
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THE "TERMS OF ENROLLMENT IN PROGRAM", APPENDIX “A” AND “GUARANTY OF PERFORMANCE” ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS AGREEMENT.
Agreement of SELLER: By signing below SELLER agrees to the terms and conditions contained in this Agreement, including those terms and conditions on the preceding and following pages, and further agrees that this transaction is for business purposes and not for personal, family, or household purposes, and Seller will use all funds received from Buyer to operate or grow its business.
SELLER: EMMAUS MEDICAL, INC.
Agreed to by: Signature
it's CEO (Title)
Agreement of Each Owner Guarantor(s) and Affiliated Business Guarantor(s): Each Owner, Guarantor and Affiliated Business Guarantor signing below agrees to the terms of this Agreement, including those terms and conditions on the preceding and following pages, and further agrees that this transaction is for business purposes and not for personal, family, or household purposes, and Seller will use all funds received from Buyer to operate or grow its business.
Sign as Owner:
Print Name: YUTAKA NIIHARA
Signature
Individual Guarantors Guarantor
Print Name: YUTAKA NIIHARA
Social Security Number
Driver's License: State Issued:
Signature
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Affiliated Business Guarantors
Guarantor: EMMAUS LIFE SCIENCES, INC.
By Signature
Print Name of Signor: YUTAKA NIIHARA Its: Owner, (Official Position) Address: 21250 HAWTHORNE BLVD STE 800, TORRANCE, CA 90503
Tax Id #: State of Incorporation: Delaware
Guarantor: EMI HOLDING, INC.
By Signature
Print Name of Signor: YUTAKA NIIHARA Its: Owner, (Official Position) Address: 21250 HAWTHORNE BLVD STE 800, TORRANCE, CA 90503
Tax Id #: State of Incorporation: Delaware
Guarantor: NEWFIELD NUTRITION CORPORATION
By Signature
Print Name of Signor: YUTAKA NIIHARA Its: Owner, (Official Position) Address: 21250 HAWTHORNE BLVD STE 800 TORRANCE, CA 90503
Tax Id #: State of Incorporation: Delaware
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This Page Intentionally Left Blank.
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GUARANTY OF PERFORMANCE
Indemnification. Guarantor indemnifies and hold harmless BUYER against all loses, damages, claims, liabilities and expenses (including reasonable attorney's fees) incurred, resulting from SELLER’s failure to perform any of the Guaranteed Obligations.
Guarantor(s) Waivers. In the event that the SELLER fails to perform any of the Guaranteed Obligations, BUYER may enforce its rights under this Guaranty against any and all Guarantor(s) without first seeking to obtain performance from SELLER or any other Guarantor(s). BUYER is not required to notify Guarantor(s) of any of the following events and Guarantor(s) will not be released from its obligations under this Guaranty if it is not notified of: (i) SELLER’s default, or failure to perform any obligations under the Agreement; (ii) BUYER’s acceptance of the Agreement or this Guaranty; and (iii) any renewal, extension or other modification of the Agreement or Seller’s other obligations to BUYER. In addition, BUYER may take any of the following actions without releasing Guarantor(s) from any of its obligations under this Guaranty: (i) renew, extend or otherwise modify the Agreement or SELLER’s other obligations to BUYER; and (ii) release SELLER from its obligations to BUYER. Until SELLER’s obligations to BUYER under the Agreement are satisfied in full, Guarantor(s) shall not seek reimbursement from SELLER or any other Guarantor(s) for any amounts paid by it under this Guaranty.
Guarantor(s) permanently waives and shall not seek to exercise any of the following rights that it may have against the SELLER, any other Guarantor(s), or any collateral provided by SELLER or any other Guarantor(s), 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. In the event that BUYER must return any amount paid by or on behalf of SELLER or any other Guarantor(s) including but not limited to, a proceeding filed under the United States Bankruptcy Code or any similar law, Guarantor(s)’s obligations under this agreement shall include any such amounts.
Acknowledgment of Purchase. Guarantor(s) acknowledges and agrees that the Purchase Price paid by BUYER to SELLER in exchange for the Purchased Amount of Receipts is a purchase of the Purchased Amount of Receipts and is not intended to be treated as a loan or financial accommodation from BUYER to SELLER. Guarantor(s) specifically acknowledges that BUYER is not a lender, bank or credit card processor, and that BUYER has not offered any loans to SELLER. Guarantor(s) acknowledges the Receipts Purchase Price paid to SELLER is good and valuable consideration for the sale of the Purchased Amount of Receipts.
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Joint and Several Liability. The obligations hereunder of the persons or entities constituting Guarantor(s) under this Agreement are joint and several.
JURY TRIAL WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OF WHICH THIS AGREEMENT IS A PART OR THE ENFORCEMENT THEREOF. THE PARTIES HERETO ACKNOWLEDGE THAT EACH PARTY AGREES TO THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS.
CLASS ACTION WAIVER. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW AGAINST PUBLIC POLICY. TO THE EXTENT ANY PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (1) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
ARBITRATION. IF BUYER, SELLER OR ANY GUARANTOR(S) REQUESTS, THE OTHER PARTIES AGREE TO ARBITRATE ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT. IF BUYER, SELLER OR ANY GUARANTOR(S) SEEKS TO HAVE A DISPUTE SETTLED BY ARBITRATION, THAT PARTY MUST FIRST SEND TO ALL OTHER PARTIES, BY CERTIFIED MAIL, A WRITTEN NOTICE OF INTENT TO ARBITRATE. IF BUYER, SELLER OR ANY GUARANTOR(S) DO NOT REACH AN AGREEMENT TO RESOLVE THE CLAIM WITHIN 30 DAYS AFTER THE NOTICE IS RECEIVED, BUYER, SELLER OR ANY GUARANTOR(S) MAY COMMENCE AN ARBITRATION PROCEEDING WITH MEDIATION AND CIVIL ARBITRATION, INC. D/B/A RAPIDRULING ("RAPID”) OR, IN CASE RAPID IS UNAVAILABLE AS ARBITRATOR AT THE TIME WHEN THE INTENT TO ARBITRATE ARISES, THE PARTIES HERETO MAY COMMENCE AN ARBITRATION PROCEEDING WITH JAMS, FORMERLY KNOWN AS JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC. (“JAMS”), OR, ALTERNATIVELY, THE PARTY INTENDING TO ARBITRATE A DISPUTE BETWEEN THE PARTIES HERETO MAY SEEK COURT’S APPOINTMENT OF AN ARBITRATOR TO ARBITRATE A DISPUTE BETWEEN THE PARTIES HERETO. BUYER WILL PROMPTLY REIMBURSE SELLER OR THE GUARANTOR(S) FOR ANY ARBITRATION FILING FEE, HOWEVER, IN THE EVENT THAT BOTH SELLER AND THE GUARANTOR(S) MUST PAY FILING FEES, BUYER WILL ONLY REIMBURSE SELLER’S ARBITRATION FILING FEE AND, EXCEPT AS PROVIDED IN THE NEXT SENTENCE, BUYER WILL PAY ALL ADMINISTRATION AND ARBITRATOR FEES. IF THE ARBITRATOR FINDS THAT EITHER THE SUBSTANCE OF THE CLAIM RAISED BY SELLER OR THE GUARANTOR(S) OR THE RELIEF SOUGHT BY SELLER OR THE GUARANTOR(S) IS IMPROPER OR NOT WARRANTED, AS MEASURED BY THE STANDARDS SET FORTH IN FEDERAL RULE OF PROCEDURE 11(B), THEN BUYER WILL PAY THESE FEES ONLY IF REQUIRED BY RAPID OR JAMS RULES. SELLER AND THE GUARANTOR(S) AGREE THAT, BY ENTERING INTO THIS AGREEMENT, THEY ARE WAIVING THE RIGHT TO TRIAL BY JURY. BUYER, SELLER OR ANY GUARANTOR(S) MAY BRING CLAIMS AGAINST ANY OTHER PARTY ONLY IN THEIR INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, BUYER, SELLER AND ANY GUARANTOR(S) AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS FOR MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND THAT IF THIS SPECIFIC PROVISION DEALING WITH THE PROHIBITION ON CONSOLIDATED, CLASS OR AGGREGATED CLAIMS IS FOUND UNENFORCEABLE, THEN THE ENTIRETY OF THIS ARBITRATION CLAUSE SHALL BE NULL AND VOID. THIS AGREEMENT TO ARBITRATE IS GOVERNED BY THE FEDERAL ARBITRATION ACT AND NOT BY ANY STATE LAW REGULATING THE ARBITRATION OF DISPUTES. THIS AGREEMENT IS FINAL AND BINDING EXCEPT TO THE EXTENT THAT AN APPEAL MAY BE MADE UNDER THE FAA. ANY ARBITRATION DECISION RENDERED PURSUANT TO THIS ARBITRATION AGREEMENT MAY BE ENFORCED IN ANY COURT WITH JURISDICTION. THE TERMS “DISPUTES” AND “CLAIMS” SHALL HAVE THE BROADEST POSSIBLE MEANING.
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RIGHT TO OPT OUT OF ARBITRATION. SELLER AND GUARANTOR(S) MAY OPT OUT OF THIS ARBITRATION CLAUSE. TO OPT OUT OF THIS ARBITRATION CLAUSE, SELLER AND EACH GUARANTOR(S) MUST SEND BUYER A NOTICE THAT THE SELLER AND EACH GUARANTOR(S) DOES NOT WANT THIS CLAUSE TO APPLY TO THIS AGREEMENT. FOR ANY OPT OUT TO BE EFFECTIVE, SELLER AND EACH GUARANTOR(S) MUST SEND AN OPT OUT NOTICE TO THE FOLLOWING ADDRESS BY REGISTERED MAIL, WITHIN FOURTEEN 14 DAYS AFTER THE DATE OF THIS AGREEMENT:
ARBITRATION OPT OUT,
FundKite, 88 Pine Street, 24th Floor Street New York NY 10005.
SERVICE OF PROCESS. EACH GUARANTOR(S) HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES PERSONAL SERVICE OF LEGAL PROCESS AND ANY OBJECTION TO THE ABSENCE OF PERSONAL SERVICE OF PROCESS AND HEREBY AGREES TO ACCEPT SERVICE OF LEGAL PROCESS BY (I) ELECTRONIC MAIL SENT TO GUARANTOR’S EMAIL ADDRESS PROVIDED TO BUYER BY GUARANTOR ("LAST KNOWN EMAIL ADDRESS OF GUARANTOR”), (II) UNITED STATES POSTAL SERVICES CERTIFIED MAIL SENT TO GUARANTOR’S MAILING ADDRESS PROVIDED TO BUYER BY GUARANTOR ("LAST KNOWN ADDRESS OF GUARANTOR”), OR (III) BY ANY OTHER MEANS PERMITTED BY NEW YORK LAW. GUARANTOR UNDERSTANDS AND AGREES THAT AN ACTION, LAWSUIT, OR CONTROVERSY MAY BE TAKEN UP AND CONSIDERED BY A COURT WITHOUT ANY FURTHER NOTICE. SERVICE OF PROCESS SHALL BE EFFECTIVE UPON SENDING / MAILING OF SERVICE OF PROCESS BY BUYER ("SERVICE DATE”). GUARANTOR SHALL NOTIFY BUYER OF ANY CHANGE TO ITS LAST KNOWN EMAIL ADDRESS OR ITS LAST KNOWN ADDRESS FOR SERVICE. UNLESS BUYER IS NOTIFIED OF A CHANGE, BUYER’S LAST KNOWN EMAIL ADDRESS OR ITS LAST KNOWN ADDRESS SHALL BE PRESUMED TO BE ACCURATE AND VALID FOR THE PURPOSES OF SERVICE OF PROCESS AND NOTICES. THIS PROVISION SHALL SUPERSEDE ANY NOTICE REQUIREMENTS IN THE CONTRACT WITH RESPECT TO SERVICE OF PROCESS. EACH GUARANTOR(S) WILL HAVE THIRTY (30) CALENDAR DAYS FROM THE SERVICE DATE OF THE SERVICE OF PROCESS HEREUNDER IN WHICH TO RESPOND. FURTHERMORE, EACH GUARANTOR(S) EXPRESSLY CONSENTS THAT ANY AND ALL NOTICE(S), DEMAND(S), REQUEST(S) OR OTHER COMMUNICATION(S) UNDER AND PURSUANT TO THIS AGREEMENT SHALL BE DELIVERED IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT.
Guarantor(s) Acknowledgement. Guarantor(s) acknowledges that: (i) He/She understands the seriousness of provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity.
(signature pages to follow)
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THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE “REVENUE PURCHASE AGREEMENT PURCHASE AND SALE OF FUTURE RECEIPTS” AND “TERMS OF ENROLLMENT IN PROGRAM” ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS PERFORMANCE GUARANTY.
Individual Guarantors
Guarantor
Print Name: YUTAKA NIIHARA
Social Security Number:
Driver's License: State Issued:
Signature
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Guarantor: EMMAUS LIFE SCIENCES, INC.
By Signature
Print Name of Signor: YUTAKA NIIHARA Its: Owner, (Official Position)
Address: 21250 HAWTHORNE BLVD STE 800, TORRANCE, CA 90503
Guarantor: EMI HOLDING, INC.
By Signature
Print Name of Signor: YUTAKA NIIHARA Its: Owner, (Official Position) Address: 21250 HAWTHORNE BLVD STE 800, TORRANCE, CA 90503
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Affiliated Business Guarantors (continued)
Guarantor: NEWFIELD NUTRITION CORPORATION
By Signature
Print Name of Signor: YUTAKA NIIHARA Its: Owner, (Official Position) Address: 21250 HAWTHORNE BLVD STE 800 TORRANCE, CA 90503
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APPENDIX A: THE FEE STRUCTURE
FUNDKITE FEE - $10,148.00 The Underwriting Fee is deducted from the Purchase Price. ACH Program Fee - $5,074.00 The ACH Program Fee is deducted from the Purchase Price. UCC Fee - $150.00. The UCC Fee is deducted from the Purchase Price.
WIRE FEE - $35.00. The Wire Fee is deducted from the Purchase Price.
Agreement of Seller EMMAUS MEDICAL, INC.
Agreed to by: Signature
it's CEO (Title)
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AUTHORIZATION AGREEMENT
FOR AUTOMATED CLEARING HOUSE TRANSACTIONS
EMMAUS MEDICAL, INC. (“SELLER”) hereby authorizes AKF Inc, DBA FundKite (“FUNDER”) to present automated clearing house (ACH) debits to the following checking account in the amount of fees and other payments due to Funder from Seller under the terms of that Revenue Purchase Agreement (the “Agreement”) dated MARCH 14, 2023 entered into between Seller and FUNDER, as it may be amended, supplemented or replaced from time to time. Seller also authorizes FUNDER to initiate additional entries (debits and credits) to correct any erroneous transfers. In addition, if an Event of Default (as defined in the Agreement) occurs, Seller authorizes FUNDER to debit any and all accounts controlled by Seller or controlled by any entity with the same Federal Tax Identification Number as Seller up to the total amount, including but not limited to, all fees and charges, due to FUNDER from Seller under the terms of the Agreement. Seller agrees to be bound by the Rules and Operating Guidelines of NACHA and represents and warrants that the designated account is established and used primarily for commercial/business purposes, and not for consumer, family or household purposes. Seller authorizes FUNDER to contact Seller’s financial institution to obtain available funds information and/or to verify any information Seller has provided about the designated checking account and to correct any missing, erroneous or out-of-date information. Seller understands and agrees that any revocation or attempted revocation of this Authorization will constitute an event of default under the Agreement. In the event that Seller closes the designated checking account, or the designated checking account has insufficient funds for any ACH transaction under this Authorization, Seller authorizes FUNDER to contact Seller’s financial institution and obtain information (including account number, routing number and available balance) concerning any other deposit account(s) maintained by Seller with Seller’s financial institution, and to initiate ACH transactions under this Authorization to such additional account(s).
Transfer Funds To/From:
Name of Bank
ABA Transit/Routing #:
Checking Account #:
This authorization is to remain in full force and effect until all amounts due to Buyer under the Agreement have been paid in full, in such time and in such manner as to afford Buyer a reasonable opportunity to act on it.
Seller Information:
Seller's Name: EMMAUS MEDICAL, INC.
Contract ID:
Merchant’s Tax ID:
Print Name:
Signature of Authorized Representative:
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