Employee Retention Tax Credit Purchase Offer — Finance ERC LLC, Lee Gause DDS PC (December 21, 2022) — Exhibit 1

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Text recognized from a scanned document; may contain errors. Pages 12, 34, and 37 of 38 are not shown because the text could not be recognized reliably.

December 21, 2022

Lee Gause DDS PC
37th West 57 Street

New York, NY 10019

RE: Employee Retention Tax Credit Purchase Offer

Dear Lee Gause DDS PC,

dl,

FINAN

money today, without waiting.

ERC

Thank you for accepting Finance ERC LLC’s offer to purchase a portion of your

expected Employee Retention Tax Credit “ERC”.

The details of your offer are summarized below.

Total Employee Retention

Credits Filed For: $662,118.54
ERC Credit Purchase This is the amount that Finance ERC would
Amount: $559,665.70 like to purchase.
Purchase Price: This is the amount that Finance ERC will
$456,861.79 pay your business for the
% of ERC we are purchasing.
Administrative Fee of 4%
$18,274.47
Lockbox Fee
$475.00
Processing Fee
$795.00
Net Proceeds
$437,317.32

ERC Monthly Monitoring Fee

$49.95
Docusign ER Sag ‘BATHS HGSBSA MC’ BERiPetit 21 Entered on FLSD Docket 01/12/2024 Page 2 of 38

The Purchase and Sale Agreement includes a Closing Statement of all fees that will be charged.

If the total amount of the ERC purchased by Finance ERC LLC arrives within 270 days of the original
sale date, the business may be eligible for an “Early Delivery Discount”. Please reference the Purchase
and Sale Agreement Addendum for details.

This closing package includes the following documents:

Purchase and Sale Agreement
Purchase and Sale Agreement Addendum
Closing Statement

IRS Form 8822B — Incoming
IRS Form 8822B - Outgoing
Beneficial Owners Form

Bank Request Form

ERC Processing Terms ofService
Lockbox Instructions

ACH Authorization

Attestation

To accept this offer please have an authorized signatory for the business execute these
documents where indicated and return to Finance ERC using your Vault Room access at:
https://app.vaultrooms.com/DocumentUpload/VSXkxFOIDkp7oPXSzk4q 5N2NSIEcJZuL

If you have any questions, please do not hesitate to contact us. Sincerely,

Finance ERC LLC 170

NE 2nd Street Suite 74
Boca Raton, FL 33429
888-ERCNOW3
support@FinanceERC.com
DocuSign Eatery: DAFOE ISB FAME BGEATEHT #81 Entered on FLSD Docket 01/12/2024 Page 3 of 38

FINANCE ERC LLC

EMPLOYEE RETENTION CREDIT (ERC) PURCHASE AND SALE AGREEMENT

‘RC Amount: $662,118.54

urchase Amount: $559,665.70
urchase Price: $456,861.79
.greement Date: December 21, 2022

iusiness/Seller: Lee Gause DDS PC
.ddress: 37" West 57 Street New York, NY 10019

This Purchase and Sale Agreement (“Agreement”) is made by and between Finance ERC LLC (“Purchaser”) and the business specified above
(“Seller”), along with any principal shareholder, partner, member or other owner of the Seller who submitted the application on behalf of Seller.
For purposes of this Agreement the Sellers’ principal business address will be deemed the address shown above. The Agreement includes the
Sale Terms and Conditions below, the Security Agreement, any Guaranty (s) and Seller’s application/offer to Sell ERC (collectively “Transaction
Documents”).

SALE TERMS AND CONDITIONS

l. GENERAL TERMS

1.1 Sale of Tax Credit. Seller and Purchaser
intend that the transfer of the interest in the
Employee Retention Tax Credit (“ERC”)
from Seller to Purchaser constitutes a sale,
and not a loan, for all legal, practical and
business purposes. Seller agrees that the
Purchase Price equals the fair market value
of the ERC being purchased as of the date
sold. The ERC is expected to be paid to
Seller by the Federal government at some
date or dates in the future. Title to,
responsibility for and risk of non-payment or
delayed payment of the ERC shall pass from
the Seller to the Purchaser upon execution of
this Agreement with respect to the
Purchased Amount. In addition:

(a) as further set forth in the
Security Agreement, Seller hereby grants to
Purchaser a security interest in all right, title
and interest of Seller in and to the ERC,
which security interest shail secure the
payment of the Purchased Amount and all
other obligations of Seller under this
Agreement. Seller hereby authorizes
Purchaser to file any financing statements
deemed necessary by Purchaser to perfect or
maintain Purchaser’s interest in the ERC;

(b) the parties acknowledge that the
delivery of the Purchase Price is not a

61369.2

payment in whole or in part for the use or
forbearance of money, but rather delivery
of the bargained for payment of the
Purchase Price to Purchaser under this
Agreement, notwithstanding anything to
the contrary contained herein;

(c) the parties agree and
acknowledge that there is no stated or
unstated interest factor in this Agreement,
and no interest will be paid.

12Term of Agreement. The Agreement

shall have an indefinite term. The
Agreement shall commence with
Purchaser’s delivery of the funds

constituting the Purchase Price and shall
run until such time as Purchaser receives
sufficient ERC payment(s) to equal the
value of the Purchased Amount and all of
Seller’s other obligations to Purchaser are
fully satisfied.

13 Authorization_to Debit, Seller shall
establish an account and _ business
relationship with an institution acceptable
to Purchaser that will be designated to
receive all communications from the
Internal Revenue Service (“IRS”) related
to Seller’s ERC and business taxes and to
receive refund payments representing
Seller’s ERC, it being understood that the
ERC may be paid in multiple payments

reflecting ERC payments for different
quarters. Seller understands that the
institution establishing an account and
receiving IRS communications may charge
Seller a fee for these services. Seller
understands and authorizes the institution to
pay to Purchaser the full amount of any ERC
received. Purchaser will retain from any ERC
funds the Purchased Amount and any fees due
to Purchaser under this Agreement and remit
to Seller any remaining funds. This
authorization shall be irrevocable without the
written consent of Purchaser.

14 Financial Responsibility. Seller and

Guarantor(s) authorize Purchaser to
investigate their financial responsibility and
history, and will provide to Purchaser any
bank or financial statements, tax returns or
any other documentation, as Purchaserdeems
necessary prior to or at any time after
execution of the Transaction Documents. A
photocopy of this authorization will be
deemed as acceptable for release of any
necessary information. Seller and
Guarantor(s) authorize and consent to
Purchaser updating their tax and financial
profile from time to time in the future, as
Purchaser deems appropriate. This provision
shall survive, in its entirety, the delivery of the
ERC purchased and the termination of this
Agreement.
DocuSig ERS DAP BHSB SAME’ BGRiAIeTTt 121 Entered on FLSD Docket 01/12/2024 Page 4 of 38

LS. Tax_and Financial Information and
Credit Reporting. Seller shall provide
Purchaser and/or its agents with all of the
information and authorizations necessary
for verifying Sellers’s ERC and tax
obligations, Seller shall provide all
requested financial records and tax reports
requested by Purchaser, including but not
limited to access to Seller’s business
checking account and [other specific
records]. Purchaser may request such
documentation and information from Seller
at any time during the performance of this
Agreement. Seller and Guarantor authorize
Purchaser to obtain business and personal
credit bureau and consumer reports at any
time for purposes of deciding whether to
purchase the ERC from Seller or any other
lawful purpose. Upon Seller’s or
Guarantor’s request, Purchaser will advise
Seller or Guarantor if Purchaser obtained a
credit report and Purchaser will give Seller
or Guarantor the credit bureau’s name and
address. Seller and Guarantor agree to
submit current financial information,
update any application information, or
both, at any time promptly upon
Purchaser’s request. Purchaser may report
Purchaser’s experiences with Seller and
Guarantor to third parties as permitted by
law. Seller and Guarantor also agree that
Purchaser may release information to
comply with governmental reporting or
legal process that Purchaser believes may
be required, whether or not such is in fact
required. This provision shall survive, in its
entirety, the delivery of the ERC purchased
and the termination of this Agreement.

16 Indemnification. Seller and Guarantor
jointly and severally will indemnify and
hold Purchaser, and its officers, directors,
shareholders, members, managers,
employees, owners, partners, affiliates,
subsidiaries, parent company, successors,
transferees, assigns, purchasers, investors,
financiers, agents, representatives,
attorneys and professionals, (collectively,
the “Purchaser Parties”) harmless from all
losses, costs, damage, liabilities or expenses
(including, without limitation, court costs
and attorneys’ fees) that the Purchaser
Parties may sustain or incur by reason of
defending claims asserted by Seller and/or
Guarantor, and all persons and entities
claiming by, through or under them, to the
fullest extent permitted by law, in protecting
the security interest conveyed pursuant to
the Security Agreement or the priority
thereof, in enforcing any other term of the

61369.2

Transaction Documents, and/or in the
prosecution or defense of any action or
proceeding concerning any matter arising
out of or in connection with the
Transaction Documents and/or any other
documents now or hereafter executed in
connection with the Transaction
Documents, including without limitation
any legal or dispute resolution proceeding,
bankruptcy proceeding, receivership,
and/or any other insolvency proceeding or
other proceeding for relief for debtors or
creditors.

In no event will Purchaser, its officers,
directors, shareholders, members,
managers, employees, affiliates, agents or
representatives be liable for any claims
asserted by Seller 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 Seller and Guarantor(s). This
section shall survive, in its entirety, the
delivery of the ERC purchased and the
termination of this Agreement.

17 Power of Attorney. Seller irrevocably

appoints Purchaser as its agent and
attorney-in-fact with full authority to take
any action or execute any instrument or
document to resolve all amounts due to
Purchaser, or in the case of the occurrence
of any Event of Default, from Seller, under
this Agreement, including without
limitation (i) to collect monies due or to
become due under or in respect of the
collateral, as defined in the security
agreement (‘“Collateral’); (ii) to receive,
endorse and collect any checks, drafts,
instruments or documents in connection
with clause (i) above; (iii) to file any claims
or take any action or institute any
proceeding which Purchaser may deem
necessary for the collection of any of the
unpaid Purchased Amount from the
Collateral, or otherwise to enforce its rights
with respect to payment of the Purchased
Amount and (iv) to monitor and make
inquiries regarding Seller’s ERC and
payroll taxes. This provision shal! survive,
in its entirety, the delivery of the ERC
purchased and the termination of the
Agreement.

1.8 Disclosure of Information. Seller and

Guarantor and each person signing this
Agreement on behalf of Seller and/or as a

Guarantor, in respect of himself or herself
personally, authorizes Purchaser to disclose
information concerning Seller’s and each
Guarantor’s credit standing (including credit
bureau reports that Purchaser obtains) and
business conduct. Seller and each Guarantor
hereby waives to the maximum extent
permitted by law any claim for damages
against Purchaser relating to any (i)
investigation undertaken by or on behalf of
Purchaser as permitted by the Transaction
Documents or (ii) disclosure of information as
permitted by the Transaction Documents.
This provision shall survive, in its entirety, the
delivery of thc ERC purchased and the
termination of this Agreement.

19 Publicity. Seller and Guarantor(s)
authorize Purchaser to use its, his or her
name ina listing of clients and in advertising
and marketing materials. This provision
shall survive, in its entirety, the delivery of
the ERC purchised and the termination of
this Agreement,

110 UCC Agent & D/B/A’s. Seller and
Guarantor(s) hereby acknowledge and agree
that Purchaser may be using affiliates,
representatives, agents, “doing business as”
or “d/b/a” and/or fictitious names in
connection with various matters relating to
the transaction hetween Purchaser and Seller
and Guarantor(s), and may file UCC-1
financing statements and other notices or
filings using such names on its own behalf
or though Purchaser’s UCC agent. Purchaser
shall have no obligation to terminate any
UCC financing statement filed in connection
with the Purchase Agreement absent a
written request by Seller and after delivery
of the ERC purchased and the fulfillment of
all of Seller’s obligations to Purchaser under
the Transaction Documents, and payment of
the UCC Termination fee stated in the
Purchase Agreement. Notwithstanding any
terms to the contrary contained herein, and
except as may be required under applicable
law, Purchaser shall have no obligation to
terminate any UCC financing statement
while there is a pending: (i) petition for
bankruptcy protection under Title 11 of the
United States Code or any state-law
analogue filed by or against Purchaser,
Seller, or Guarantor(s); (ii) insolvency
proceeding or other proceeding instituted
against Purchaser, Seller or Guarantor(s),
and/or any other guarantor for relief for
debtors or creditors; (iii) receivership
proceeding brought by or against Purchaser,
DocuSig ERG RS DAP BHTSR SAME’ BGEiAIeTt 121 Entered on FLSD Docket 01/12/2024 Page 5 of 38

Seller, Guarantor, and/or any other
guarantor, and/or (iv) any other legal
proceeding or alternative dispute resolution
proceeding between any of the Seller
and/or Guarantor, on the one hand, and the
Purchaser Parties, on the other hand. This
provision shall survive, in its entirety, the
delivery of the ERC purchased and the
termination of this Agreement.

L.11. Alternative Delivery of ERC. If Seller
or Guarantor knows that for any reason

Purchaser will be unable to receive delivery
of the ERC from Seller’s designated
account, then Seller must within two (2)
business days set up another arrangement for
delivery of the ERC that is authorized by
Purchaser.

1.12 Early Delivery of ERC. The time of the
payment of the ERC is unknown to Seller

and Purchaser. If the full Purchased Amount
is paid to Purchaser prior to 270 days from
the execution of this Agreement. Purchaser
may, in the Purchaser’s sole discretion, offer
discounts for early delivery of the ERC.
Such discounts will be based on the time
elapsed since disbursement of the Purchase
Price and Purchaser’s receipt of the full
Purchase Amount.

REPRESENTATIONS,
WARRANTIES AND COVENANTS
Seller and Guarantor represents, warrants
and covenants that as of this date and all
times in the future during the term of this
Agreement:

2.1 Financial Condition and Tax Information.

The tax information and financial statements
which have been furnished to Purchaser by
Seller and Guarantor, and such information
or statements which will be furnished in the
future at the request of Purchaser, fairly
represent the tax liability, the ownership and
operations of the Seller’s business and the
financial condition of Seller and Guarantor
at such dates, and since those dates, there has
been no material adverse change, tax or
otherwise, in such condition, operation or
ownership of Seller or Guarantor (as
applicable). Seller and Guarantor are
currently in compliance with all loans,
financing agreements, promissory notes,
and/or other obligations of indebtedness,
except as disclosed to Purchaser. No
material changes, tax or otherwise, in the

61369.2

condition, operation or ownership of Seller
and Guarantor (as applicable) are in any
way expected or anticipated and any such
change shall be promptly reported to
Purchaser. Seller and Guarantor do not
anticipate closing or selling Seller’s
business. Neither the Seller nor the
Guarantor is party to any pending litigation
that is expected to have a material impact
on the Seller or Guarantor and neither
Seller nor the Guarantor anticipate
becoming a party to any pending litigation
that is expected to have a material impact.
Seller has a continuing, affirmative
obligation to advise Purchaser of any
material change in its tax obligation,
financial condition, operation or ownership
or the presence or threat of material
litigation. Purchaser may request
statements at any time during the
performance of this Agreement and the
Seller shall provide them to Purchaser
within five (5) business days. Seller’s
failure to do so is a material breach of this
Agreement.

2.2 Compliance with Law. Seller is in

compliance and shall comply with all tax
and other laws, including possession of all
necessary permits, authorizations and
licenses to own, operate and lease its
properties and to conduct the business in
which it is presently engaged.

2.3 Authorization. Seller and the person(s)

signing the Transaction Documents on
behalf of Seller, have full power and
authority to incur and perform the
obligations under the Transaction
Documents, all of which have been duly
authorized.

2.4Tax Qbligations and ERC. Seller is

currently in compliance with all federal
state and local tax laws, has filed all returns
and has paid all taxes due, except as
disclosed to Purchaser. Seller has complied
with all IRS filing and other requirements
related to receiving the ERC. No federal,
state or local taxing authority has filed any
lien against the assets of the Seller and/or
Guarantor. Seller or Guarantor shall pay all
taxes owed to federal, state or local
governments when due, including payroll
taxes. Seller has no outstanding payroll,
income or other taxes due. Seller has no
outstanding tax liens or obligations to the
IRS or other taxing authorities. Seller will
take no action to reduce or impair the ERC
currently due to

Seller. The ERC due to Seller as represented
in this Agreement is correct and accurate and
not subject to any set off or reduction by the
IRS. Seller will file all required tax forms and
pay all taxes as they become due.

2.5 Deposit Arrangements and Delivery of
ERC. Without Purchaser’s prior written

consent, Seller will not (i) change the
account designated for the delivery of ERC
payments; (ii) permit any event to occur that
could cause diversion of any of Seller’s
ERC; or (iii) or take any other action that
could have any adverse effect upon Seller’s
obligations under the Transaction
Documents.

2.6 Change of Name or Location. Sellerwill
not conduct Seller’s business(es) under any

name other than as disclosed to the
Purchaser or change any of its places of
business, or change its jurisdiction or
incorporation or organization without ten

(10) days prior written notice to Purchaser.

2.7 Estoppel Certificate. Seller will at any
time, and from time to time, upon at least
one (1) day’s prior notice from Purchaser to
Seller, execute, acknowledge and deliver to
and/or to any other person, firm or
corporation specified by Purchaser, a
statement certifying that the Agreement is
unmodified and in full force and effect (or,
if there have been modifications, that the
same is in full force and effect as modified
and stating the modifications) and stating the
dates which the Purchased Amount or any
portion thereof has been repaid.

2.8 No Bankruptcy or Insolvency. Seller is
solvent, no transfer of property is being
made by Seller, and no obligation is being
incurred by Seller in connection with the
sale of the ERC with the intent to hinder,
delay or defraud either present or future
creditors of Seller. Seller represents that itis
not insolvent and does not contemplate and
has not filed any petition for bankruptcy
protection under Title 11 of the United
States Code or any state-law analogue, and
there has been no involuntary petition under
such laws brought or pending against Seller.
Seller further warrants that it does not
anticipate filing any such receivership or
bankruptcy petition and it does not anticipate
that an involuntary petition will be filed
against it.

2.9 Other Financing or Sale of ERC. Seller
shall not enter into any arrangement,

Initia
Docusign EA Serg 'DALHBHGSBSA ME’ BERiPetit 2&1 Entered on FLSD Docket 01/12/2024 Page 6 of 38

agreement or commitment for any
additional financing, whether in the
form of a purchase and sale of the ERC
or a loan secured by the ERC with any
party other than Purchaser.

2.10 Unencumbered_ Credit. Seller has
good, complete and legal rights to the ERC,
free and clear of any and all liabilities, liens,
claims, rights, security interests and
encumbrances of any kind or nature
whatsoever or any other rights or interests
that may be inconsistent with the
transactions contemplated or adverse to the
interests of Purchaser.

2.11. Business Purpose. Seller is a valid
business in good standing under the laws of

the jurisdictions in which it is organized
and/or operates, and Seller is entering into
this Agreement for business purposes and
not as a consumer for personal, family or
household purposes.

2.12 Default Under Other Contracts.
Seller’s execution of and/or performance
under this Agreement will not cause or
create an event of default by Seller under
any contract with another person or entity.

2.13. Sale or Dissolution of Seller. Seller
shall not: (a) sell, dispose, transfer or
otherwise convey its business, assets and/or
any equity interest in Seller; or (b) effectuate
the suspension, dissolution, or termination
or Seller’s business without the express prior
written consent of Purchaser, or the written
agreement of any purchaser, assignee, or
transferee assuming all of Seller’s and
Guarantor’s obligations under the
Transaction Documents pursuant to
documentation satisfactory to Purchaser (as
applicable).

2.14 Accuracy of Information and Duty to
Update. All information provided by Seller

and Guarantor to Purchaser in the
Transaction Documents, including the
application, in all other Seller forms and in
Tesponse to any request by Purchaser for
information whether oral or in writing, is
true, accurate and complete in all respects.
Seller will promptly notify Purchaser of any
change in any information _ provided,
including information provided as part of the
application process and including, but not
limited to, any payroll processing provider
that manages employee payroll taxes and
any form submitted to the IRS authorizing
the IRS to share tax information with

61369.2

Purchaser (Form 8821).

I. EVENTS OF DEFAULT AND
REMEDIES

3.1 Events of Default. The occurrence of
any of the following events shall constitute
an “Event of Default” hereunder:

(a) any representation or
warranty by Seller in the Transaction
Documents, including the application and
any documents submitted in connection
with the application, shall prove to have
been incorrect, false or misleading inany
material respect when made;

(b) Seller or Guarantor performs
any act that reduces the value of the ERC;

(c) Seller or Guarantor fails to
pay taxes, including payroll taxes, to any
federal, state, or local government when
due whether now or in the future;

(d) Seller closes or changes the
account(s) designated to receive the ERC
without notice to Purchaser, or otherwise
permits any event to occur that could cause
diversion of any ERC payment to an
account other than that designated to
collect the ERC;

(e) Seller changes its deposit or
banking relationships with any financial
institution in any way that interferes with
the delivery of the ERC;

(f) Seller transfers, moves, sells,
disposes, transfers or otherwise conveys its
business, or all or substantially all of its
assets such that Purchaser’s interest in the
ERC is in any way impaired or affected,
without: (i) the express prior written
consent of Purchaser, and (ii) the written
agreement of any purchaser or transferee to
the assumption of all of Seller’s
obligations under the Transaction
Documents pursuant to documentation
satisfactory to Purchaser;

(g) Seller shall violate any term,
covenant, or condition in the Transaction

Documents;

(h) Seller suspends, dissolves or
terminates its corporate existence;

(i) Seller defaults under any of

the terms, covenants and conditions of this
Agreement or any other agreement with
Purchaser, including those between
Purchaser and any business that is affiliated
or associated with Seller.

3.2 Remedies for Default and Power of
Attorney After Default.

(a) In case any Event of Default
occurs and is not waived in writing by
Purchaser: Purchaser may proceed to protect
and enforce its rights or remedies by suit in
equity or by action at law, or both, whether for
the specific performance of any covenant,
agreement or other provision contained
herein, or to enforce the discharge of Seller’s
obligations under the Transaction Document
or any other legal or equitable right or
remedy. In addition, and without limitation,
upon any Event of Default: (a) as liquidated
damages, the full uncollected Purchased
Amount and any unpaid fees due shall
become due and payable in full immediately;
(b) Purchaser may enforce the provisions of
the Transaction Documents against the Seller
and Guarantor(s); (c) Purchaser may enforce
its interest in the Collateral (d) Purchaser may
exercise the Power of Attorney set forth in
Section 1.7.

(b) All rights, powers and remedies
of Purchaser in connection with this
Agreement mav be exercised at any time by
Purchaser 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. Seller and Guarantor acknowledge
and agree thal there may be no adequate
remedy at law with respect to a breach of the
Transaction Documents. Accordingly, Seller
and Guarantor agree that Purchaser shall have
the right, in addition to any other rights and
remedies existing in Purchaser’s favor at law
or in equity, to enforce Purchaser’s rights and
obligations uncer the Transaction Documents
not only by an action or actions for damages,
but also for an action or actions for specific
performance, injunctive and/or other
equitable relief without posting of a bond or
other security. To the extent authorized by
applicable law, Seller and Guarantor hereby
agree to toll or waive any relevant statute of
limitations in respect of any claims arising
under, and/or relating to the Transaction
Documents.

(c) Seller hereby grants to the
Purchaser an irrevocable power of attorney,

want: |
DocuSign Eauaiong DAP SOSAMCA BGRUAIEHE 421 Entered on FLSD Docket 01/12/2024 Page 7 of 38

and hereby appoints the Purchaser or any of
Purchaser’s representatives as Seller’s
attorney in fact, to take any and all action
necessary to collect amounts due under this
Agreement, including to direct any credit
and/or debit card processor to make
payments to the Purchaser or to otherwise
direct to Purchaser payments from invoices
due to Seller to cover amounts due as a result
of an Event of Default, including a breach of
any representations, warranties and/or
covenants in this Agreement.

(d) This section shall survive, in
its entirety, the delivery of the ERC
purchased and the termination of this
Agreement.

3.3 Costs. Seller shall pay to Purchaser all
reasonable costs associated with (a) a breach
by Seller of the Transaction Documents and
the enforcement thereof, and (b) the
enforcement of Purchaser’s remedies set
forth herein, including but not limited to (i)
expenses, court costs and attorneys’ fees and
(ii) such other amount as allowed by law
[insert additional specific costs].

3.4 Required Notifications. Seller is required
to give Purchaser thirty (30) days’ prior
written notice of: (a) any change in control
of the Seller or the sale, transfer or
assignment of all or substantially all of the
Seller’s assets or equity interests; and (b) the
suspension, dissolution or termination of its
business.

3.5. Servicer Fees. Seller shall pay certain
fees for services related to origination and
servicing of the Transaction Documents as
detailed in the Transaction Documents or
any other agreementwith third party service
providers.

IV. MISCELLANEOUS

4.1 Modifications; Amendment. No
modification, amendment, waiver or consent
of any provision of the Transaction
Documents shall be effective unless the
same shall be in writing and signed by
Purchaser. This provision shall survive, in
its entirety, the delivery of the ERC
purchased and the termination of this
Agreement.

4.2 Sub-Servicing Agent. Purchaser may
contract with one or more general agents

(the “Sub-Servicing Agent”) that will
provide customer service, _ treasury,
administrative, bookkeeping, reporting,

61369.2

collections and support services, but not
limited to, background checks, credit
checks, tax review, filing UCC-1 security
interests and any other UCC
documentation, for the Purchaser. Seller
and Guarantor(s) acknowledge and agree
that Purchaser has granted Sub-Servicing
Agent all rights and authority as its general
agent to take any and all actions to enforce
this Agreement, through legal actions in
the name of the Purchaser or otherwise,
and to assert and/or defend against any and
all claims arising from or relating to the
Transaction Documents. Any and _ all
authorizations and rights granted to
Purchaser under the Transaction
Documents are hereby granted to Sub-
Servicing Agent, as servicer and general
agent of Purchaser. In no event will the
Sub-Servicing Agent be liable for any
claims made against the Purchaser or under
any legal theory for lost profits, lost

revenues, lost business opportunity,
exemplary, punitive, actual, special,
incidental, indirect or consequential

damages, each of which is waived by the
Seller and Guarantor(s). This provision
shall survive, in its entirety, the delivery of
the ERC purchased and the termination of
this Agreement.

4.3 Notices. All notices, requests,
consents, demands and other
communications under the Transaction
Documents and any addendum shall be
delivered by ordinary mail to the
respective parties at the addresses set forth
in the Agreement and shall become
effective upon delivery. The parties hereto
may also send such notices, requests,
consents, demands and other
communications via facsimile or electronic
mail at such numbers and email addresses
communicated by the parties hereto in
writing or as reflected in the records of the
Sub-Servicing Agent. This provision shall
survive, in its entirety, the delivery of the
ERC purchased and the termination of this
Agreement.

4.4 Binding Effect; Governing Law,
Venue _and_ Jurisdiction. Seller and

Guarantor agree that any suit, action or
proceeding to enforce or arising out of or
relating to this Agreement shall be brought
in any court in Florida or in the United
States District Court for the Southem
District of Florida (the ‘Acceptable
Forums”), and Seller and Guarantor waive
personal service of process. Seller and

Guarantor agree that the Acceptable Forums
are convenient to them, submit to the
jurisdiction of the Acceptable Forums and
waive any and all objections to jurisdiction or
venue. In the event a legal proceeding
concerning this Agreement is initiated in any
other forum, Seller and Guarantor waive any
right to oppose any motion or application
made by Purchaser to transfer such
proceeding to an Acceptable Forum, or to
dismiss the action on the grounds of forum
non conveniens.

This Agreement and any claim, dispute or
controversy (whether in contract, tort, or
otherwise) at any time arising from or relating
to this Agreement is governed by, and this
Agreement will be construed in accordance
with Florida law (to the extent not preempted
by federal law) without regard to internal
principles of conflict of laws. The legality,
enforceability and interpretation of this
Agreement and the amounts contracted for
under this Agreement will be governed bythe
laws of Florida. Seller and Guarantor
understand and agree that (i) Purchaser is
located in Florida, (ii) all final purchase
decisions are made from Florida, (iii) the
Agreement is made in Florida (that is, no
binding contract will be formed until Seller’s
signed Agreement is received and accepted by
Purchaser in Florida) and (iv) Seller’s
delivery of the ERC are not accepted until
received in Florida. This section shall survive,
in its entirety, the delivery of the ERC
purchased and this termination of the
Agreement.

4.5. Counterparts; Facsimile and PDF
Acceptance. Each of the Transaction

Documents may be executed in one or more
counterparts, each of which counterparts shall
be deemed to be an original of each such
Transaction Document, and all such
counterparts for the respective Transaction
Document shall constitute one and the same
such Transaction Document. For purposes of
the execution of each of the Transaction
Documents, electronically transmitted PDFs,
facsimile copies of signatures, or
electronically transmitted copies of signatures
complying with the US Federal ESIGN Act of
2000 (e.g. www.docusign.com) shall be
treated as original signatures for all purposes.
This provision shall survive, in its entirety, the
delivery of the ERC purchased and the
termination of this Agreement.

4.6 Waiver of Remedies. No failure on the part
of Purchaser to exercise, and no delay in
DocuSign EAS eng DAC HOSSFSBEA ME BEtiMerit 1 Entered on FLSD Docket 01/12/2024 Page 8 of 38

exercising, any right under the Transaction
Documents shall operate as a waiver
thereof, nor shall any single or partial
exercise of any right under the Transaction
Documents preclude any other or further
exercise thereof or the exerciseof any other
right. The remedies provided hereunder are
cumulative and not exclusive of any
remedies provided by law or equity. This
provision shall survive, in its entirety, the
delivery of the ERC purchased and the
termination of this Agreement.

4.7 Solicitations. Seller and Guarantor
authorize the Purchaser to communicate
with, solicit and/or market to Seller and
Guarantor via regular mail, telephone,
electronic mail and facsimile inconnection
with the provision of goods or services by
the Purchaser, their affiliates or any third
party that the Purchaser share, transfer,
exchange, disclose or provide information
with and will hold the Purchaser harmless
against any and all claims pursuant to the
federal CAN-SPAM ACT of 2003
(Controlling the Assault of Non-Solicited
Pornography and Marketing Act of 2003),
the Telephone Consumer Protection Act
(TCPA), and any and all other state or
federal laws relating to transmissions or
solicitations by and any of the methods
described above. This provision shall
survive, in its entirety, the delivery of the
ERC purchased and the termination of this
Agreement.

4.8 Survival of Representation, etc. Except
as otherwise provided herein, all

representations, warranties and covenants
herein, including those in the Security
Agreement and the Guaranty shall survive
the execution and delivery of the Agreement
and shall continue in full force until all
obligations under the Agreement shall have
been satisfied in full and the Agreement
shall have terminated. Notwithstanding any
terms to the contrary contained herein: (i)
the Security Agreement and the Guaranty
shall survive, in their entirety, the delivery
of the Purchased Amount and the
termination of the Agreement; and (ii) in the
event that Purchaser must return any amount
paid by Seller, Guarantor or any other entity
or person with respect to the obligations
arising under the Transaction Documents,
including without limitation, arising from or
relating to, Seller becoming subject to a
proceeding under the United States
Bankruptcy Code or any similar law
(whether arising under Federal or State law),

61369.2

and/or any other legal proceeding or
alternative dispute resolution proceeding,
all representations, warranties and
covenants and other obligations under the
Transaction Documents and any
addendum thereof (if any) shall remain in
full force and effect and Seller and
Guarantor shall be obligated for any such
amounts repaid, as well as attorneys’ fees,
costs and interest in connection with such
proceeding. This provision shall survive,
in its entirety, the delivery of the ERC
purchased and the termination of this
Agreement.

4.9 Severability, Savings. In case any of the

provisions in the Transaction Documents
are found to be invalid, illegal or
unenforceable in any respect, Purchaser
will have the right to either continue this
Agreement as severed or to terminate this
Agreement in whole. In the event that a
court recharacterizes this Agreement as
something other than what was intended
by the parties, this Agreement will be
construed to comply with all laws deemed
applicable to the Agreement as so
construed and Purchaser shall have all the
tights permitted under such applicable
law. If any provisions of these Sale Terms
and Conditions are in conflict with any
other agreement to which any parties are
subject, the provisions of the Agreement
shall control. Should any provision of the
Transaction Documents require judicial
interpretation, the court interpreting or
construing the provision shall not apply
the rule of construction that a document is
to be construed more strictly against one
Party. This provision shall survive, in its
entirety, the delivery of the ERC
purchased and the termination of this
Agreement.

4.10 Entire Agreement. The Transaction

Documents embody the entire agreement
between Seller, Guarantor(s), and
Purchaser and supersede all prior
agreements and understandings relating to
the subject matter hereof. This provision
shall survive, in its entirety, the delivery of
the ERC purchased and the termination of
this Agreement.

4.11 JURY TRIAL WAIVER. TO THE

EXTENT PERMITTED BY
APPLICABLE LAW, 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 ANYWAY
RELATED TO THE TRANSACTION
DOCUMENTS OR THE
ENFORCEMENT HEREOF. THE
PARTIES HERETO 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.
THIS PROVISION SHALL SURVIVE,
IN ITS ENTIRETY, THE DELIVERY OF
THE ERC PURCHASED AND THE
TERMINATION OF THIS
AGREEMENT.

4.12 CLASS ACTION WAIVER. THE
PARTIES HERETO WAIVE ANY
RIGHT TO ASSERT ANY CLAIMS
AGAINST ANY OTHER PARTY AS A
REPRESENTATIVE OR MEMBER IN
ANY CLASS OR REPRESENTATIVE
ACTION. TO THE EXTENT A PARTY
IS PERMITTED TO PROCEED WITH
A CLASS OR REPRESENTATIVE
ACTION, THE PARTIES AGREE
THAT: (1) THE PREVAILING PARTY
SHALL NOT BE ENTITLED TO
RECOVER ATTORNEYS’ FEES OR
COSTS ASSOCIATED WITH
PURSUING THE CLASS OR
REPRESENTATIVE ACTION 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. THIS
PROVISION IS A MATERIAL
INDUCEMENT FOR PURCHASER TO
ENTER INTO THIS AGREEMENT.
THIS PROVISION SHALL SURVIVE,
IN ITS ENTIRETY, THE DELIVERY
OF THE ERC PURCHASED AND THE
TERMINATION OF THIS
AGREEMENT.

4.13 Successors; Assigns; Amendment,
Purchaser may’ assign, transfer or sell its

right to receive the Purchased Amount or
delegate its duties hereunder, either in whole
or in part. Purchaser reserves the rights to
sell or assign this Agreement with or without
prior written notice to Seller. Seller shall not
have the right to assign its rights hereunder
or any interest herein without the prior
written consent of Purchaser which consent

6
Initial
DocuSigEASOS DAG SHISEEAME’ BSCtiMetT 21 Entered on FLSD Docket 01/12/2024 Page 9 of 38

may be withheld in Purchaser’s sole
discretion. The Transaction Documents
shall be binding upon and inure to the
benefit of the heirs, executors, trustees,
administrators, legal representatives,
successors, transferees and assigns of the
parties. This provision shall survive, in its
entirety, the delivery of the ERC purchased
and the termination of this Agreement.

PAG
DocuSign Nee FY CA BGASEPAMC * BoturrenEEs: Entered on FLSD Docket 01/12/2024 Page 10 of 38
SELLER AND GUARANTOR ACKNOWLEDGE AND AGREE TO BE BOUND BY THE AGREEMENT.

(Print Name and Title) (Signature) —

GUARANTOR

|_ @2 (- Jase

(Print Name) (Signature)
GUARANTOR
By N/A

(Print Name) (Signature)
GUARANTOR
By N/A

(Print Name) (Signature)

USE OF PROCEEDS CERTIFICATION

Each signatory below, on behalf of each Seller or Guarantor, hereby certifies the following to the Purchaser:

The entirety of the Purchase Price will be used in the ordinary course of business.

2. The entirety of the Purchase Price will be used exclusively for a business purpose and no other. A business purpose as applied to use of
proceeds obtained under this Agreement refers solely to the purchase and acquisition of specific products or services used for the following
purposes only: (i) working capital, (ii) business insurance (but not self-insurance programs), (iii) franchise fees, (iv) employee training, (v)
the purchase of equipment, (vi) inventory, (vii) business supplies and raw materials, and (viii) the construction, renovation or improvement
of facilities (but not the purchase of real estate). Business purpose does not include: (a) payment for, or purchase of, any items, goods,
materials real property, personal property or services for personal, individual or household use; or (b) use of funds for any proceeding
under the United States Bankruptcy Code or any similar law (whether arising under Federal or State law) and/or any other legal proceeding
or alternative dispute resolution proceeding.

SELLER
By Lee Crawse- CEO a
(Print Name and Title)
GUARANTOR
By
(Print Name) (Signature)
GUARANTOR
By N/A.
(Print Name) (Signature)
GUARANTOR
By N/A.
(Print Name) (Signature)

61369 PAGE 8
DocuSignnewaloee dy CAPR GAB ANE* ProeaienE Ee: Entered on FLSD Docket 01/12/2024 Page 11 of 38

SECURITY AGREEMENT

SECURITY INTEREST. To secure Seller’s delivery of the ERC purchased and other obligations to Purchaser under the
Transaction Documents, Seller hereby grants to Purchaser a security interest in the ERC due to Seller by the federal
government, which rights Seller now has or hereafter acquires, it being understood that the ERC is a payment
intangible under Article 9 of the Uniform Commercial Code (“Collateral”).

Seller and Guarantor acknowledge and agree that any security interest granted to Purchaser under any other
agreement between Seller and Purchaser will secure the obligations hereunder, and that the Seller’s obligations
secured by this Security Agreement, and the Collateral granted hereunder, shall be perfected under any previously
filed UCC-1 or UCC-3 statement, perfecting Purchaser’s interest in the Collateral.

Seller and Guarantor further acknowledge and agree that if, in the future, Seller enters into any agreement with
Purchaser, any security interest granted to Purchaser under such future agreements will relate back to this Security
Agreement, and that the Seller and/or Guarantor’s obligations, and the Collateral granted, under such future
agreements, shall relate back to, be perfected under, and made a part of, any previously filed UCC-1 or UCC-3
statement, perfecting Purchaser’s interest in the Collateral.

Each of Seller and each Guarantor agree to execute any documents or take any action in connection with this
Security Agreement as Purchaser deems necessary to carry out the purpose of such agreement including, without
limitation, to perfect or maintain Purchaser’s security interest in the Collateral, including the execution of any
account contro] agreements. Each of Seller and each Guarantor hereby authorizes Purchaser to file any financing
statements deemed necessary by Purchaser to perfect or maintain Purchaser’s security interest, which financing
statement may contain notification that Seller and Guarantor have granted a negative pledge to Purchaser with
respect to the Collateral, and that any subsequent Purchaser or lien or may be tortiously interfering with Purchaser’s
rights. Each Seller and each Guarantor shall be jointly and severally liable for and shall pay to Purchaser upon
demand all costs and expenses, including but not limited to attorneys’ fees and costs, which may be incurred by
Purchaser in protecting, preserving and enforcing Purchaser’s security interest and rights.

NEGATIVE PLEDGE. Seller and each Guarantor agrees not to create, incur, assume or permit to exist, directly or
indirectly, any additional financings, loans, lien or other encumbrance of any kind with respect to any of the
Collateral, as applicable, without the prior written permission of Purchaser.

REMEDIES. Upon any Event of Default, Purchaser may pursue any remedy available at law (including those available
under the provisions of the UCC), or in equity to collect, enforce or satisfy any obligations then owing.

THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE AGREEMENT ARE
HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT. CAPITALIZED
TERMS NOT DEFINED IN THIS SECURITY AGREEMENT, SHALL HAVE THE MEANING SET FORTH IN
THE ERC PURCHASE AND SALE AGREEMENT.

61293 PAGE 9
DocuSignkrweloor JY [a(R RGASRATE* Proeairene ee. Entered on FLSD Docket 01/12/2024 Page 13 of 38

GUARANTY

PERSONAL GUARANTY OF PERFORMANCE. Each undersigned Guarantor hereby unconditionally guarantees to
Purchaser the truthfulness, accuracy and completeness of all of the representations, warranties and covenants made
by Seller in the application, Agreement, Security Agreement and Guaranty, (collectively, the “Transaction
Documents”), as each may be modified from time to time (the “Guaranteed Declarations”). Guarantor shall be liable
for and Purchaser may charge and collect all costs and expenses, including but not limited to attorneys’ fees and court
costs, which may be incurred by Purchaser in connection with any Guaranteed Declaration being false, inaccurate,
incompleteness or otherwise breached, including the enforcement of Purchaser’s rights under the Transaction
Documents. (It is understood by all parties that Guarantor is only guaranteeing the truthfulness, accuracy and
completeness of the Seller’s representations, warranties and covenants that if false, inaccurate or incomplete
constitute a breach of the Transaction Documents and is not making an absolute guaranty of repayment.)

GUARANTOR WAIVERS. In the event that Purchaser fails to receive the ERC due to Seller’s actions, including any
false, inaccurate or incomplete representation or warranty, or Seller otherwise fails to perform any covenant under
the Transaction Documents, Purchaser may enforce its rights under this Guaranty or any of the other Transaction
Documents without first seeking to recover from the Seller, any other guarantor or through the Security Agreement.

Purchaser does not have to notify Guarantor of any of the following events, and Guarantor will not be released from
its obligations under this Guaranty, if it is not notified of: (i) Seller’s failure to pay any amount owed under the
Purchase Agreement; (ii) any material or adverse change in Seller’s financial condition or tax obligations; (iii) any
sale or other impairment of any Collateral; (iv) Purchaser’s acceptance of this Guaranty; (v) any modification of
any of the Transaction Documents and/or Seller’s other obligations to Purchaser; (vi) the Purchaser’s pursuit and/or
enforcement of any rights and remedies, available at law and in equity, relating to, and/or arising from, the
Transaction Documents and (vii) any breach by Purchaser of any representation, warranty or consent in the
Transaction Documents.

In addition, Purchaser may take any of the following actions without releasing Guarantor from any of its
obligations under this Guaranty: (1) modify any of the Transaction Documents or Seller’s other obligations to
Purchaser; (ii) release Seller from its obligations to Purchaser; (iii) sell, release, impair, waive or otherwise fail to
realize upon, any Collateral or any other guarantor; (iv) foreclose on any Collateral or any other guarantor in a
manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Guaranty;
and (v) pursuit and/or enforcement of any rights and remedies, available at law and in equity, relating to, and/or
arising from, the Transaction Documents. Until all of Seller’s obligations to Purchaser under any of the Transaction
Documents are satisfied in full, Guarantor shall not seek recovery from Seller or any other guarantor for any
amounts paid by Guarantor under any of the Transaction Documents.

Guarantor permanently waives and shall not seek to exercise the following rights that Guarantor may have against
Seller, any other guarantor or third party, any Collateral, or any other real or personal property for any amounts paid
by Guarantor, any other guarantor, or third party, or acts performed by Guarantor, any other guarantor, or third party,
under the Transaction Documents including, without limitation: (i) subrogation; (ii) reimbursement; (iii)
performance; (iv) indemnification; or (v) contribution. In the event that Purchaser must return any amount received
under the Transaction Documents, or from any guarantor, entity, or person, related to the Agreement due to any
false, inaccurate or incomplete representation, warranty or covenants, including, without limitation, any Seller,
becoming subject to a proceeding under the United States Bankruptcy Code or any similar law, (whether arising
under Federal or State law), and/or any other Insolvency Proceeding, legal proceeding or alternative dispute
resolution proceeding, Guarantor shall be obligated for any such amounts repaid as well as attorneys’ fees, costs, and
interest in connection with such proceeding.

61293 pees
DocuSignzweloee 3 (ARR GRBPAME* PoCaiTenE rs: Entered on FLSD Docket 01/12/2024 Page 14 of 38

GUARANTOR ACKNOWLEDGEMENT. Guarantor acknowledges that: (i) he/she understands the seriousness of the
provisions of this Guaranty; (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 his/her choice or has decided not to avail himself/herself of that opportunity.

JOINT AND SEVERAL LIABILITY. The obligations hereunder of the persons or entities constituting Guarantor under
this Guaranty are joint and several.

CONSENT TO RECEIVE AUTODIALED AND PRERECORDED CALLS AND MESSAGES

PURCHASER, Finance ERC LLC and their subsidiaries and affiliates (collectively, Purchaser”) may from time to
time notify Seller and Guarantor(s) of various promotional offers and other marketing information, or contact Seller(s)
and Guarantor(s) in connection with the Transaction Documents, or in connection with any default under the
Transaction Documents. By signing this Guaranty, Guarantor(s) expressly consent and authorize Purchaser to call, send
text messages, and/or send other electronic messages (including prerecorded or artificial voice messages) using an
automatic telephone dialing system to any telephone number provided by Seller(s) or Guarantor(s) in the Transaction
Documents, any and all applications or any administrative form or other means, including cellular phone numbers and
landlines, regardless of their inclusion on any do not call list, for purposes related to the Agreement and for marketing
or promoting any product offered by Purchaser. Guarantor(s) further expressly consent and authorize Purchaser to
record all calls with Purchaser. Please note that you are not required to consent to be called for marketing or promotional
purposes in order to qualify for products or services from Purchaser. If you do not agree to be called for marketing or
promotional purposes, please call [phone number] or email [email address].

THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE AGREEMENT,
ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS GUARANTY. CAPITALIZED TERMS
NOT DEFINED IN THIS GUARANTY SHALL HAVE THE MEANING SET FORTH IN THE ERC
PURCHASE AND SALE AGREEMENT, AND THE SECURITY AGREEMENT, AS APPLICABLE.

(Print Name) (Signature)
GUARANTOR
By N/A

(Print Name) (Signature)
GUARANTOR
By N/A

(Print Name) (Signature)

61293 PAGE 12
DocuSignn a weloes 34 (EB RGA SPACE BoedTreAE FE. Entered on FLSD Docket 01/12/2024 Page 15 of 38

dl,

FINANCE ERC

et your Employee Retention Credit
money today, without waiting.

FINANCE ERC PURCHASE AND SALE AGREEMENT EARLY DELIVERY ADDENDUM

ERC Amount: $662,118.54

Purchase Amount: $559,665.70
Purchase Price: $456,861.79
Agreement Date: December 21, 2022

Business/Seller: Lee Gause DDS PC
Address: 37"° West 57 Street New York, NY 10019

Email Address: leegausedds@gmail.com

This ERC Purchase and Sale Agreement Addendum (“Addendum”) supplements the Employee Retention Credit (ERC)
Purchase and Sale Agreement (“Agreement”) between Finance ERC LLC (“Purchaser”) and the business specified above
(“Seller”). Seller has sold and Purchaser has purchased a portion of Seller’s interest in Seller’s Employee Retention Tax
Credit (“ERC”). Seller agrees that the Purchase Price equals the fair market value of the ERC being purchased as of the
date sold. In setting the Purchase Price Seller and Purchaser made certain assumptions regarding the time of delivery of
payment of the ERC and other factors. If the full Purchased Amount is paid to Purchaser prior to 270 days from the date of
the Agreement, Purchaser agrees to adjust the Purchase Price by one of the following sections set out below based on the
date of full payment of the Purchased Amount:

If the full Purchased Amount is received within 1 to 90 days of the date of the Agreement, the Purchase Price will increase

to $499,692.59, an increase of $42,830.79 from the original Purchase Price.

If the full Purchased Amount is received within 91 to 180 days of the date of the Agreement, the Purchase Price will

increase to $486,675.13, an increase of $29,795.33 from the original Purchase Price.

If the full Purchased Amount is received within 181 to 270 days of the date of the Agreement, the Purchase Price will

increase to $472,283.29, an increase of $15,421.50 from the original Purchase Price.
The increase in the Purchase Price will be paid to seller from the ERC after Seller receives all amounts due under the
Agreement.

SELLER AND PURCHASER AGREE TO THE TERMS OF THIS ADDENDUM.

SELLER

(Print Name and Title) (Signature)

Date

PU RCHASER DocuSigned by:

By David Goldin Member David Goldin

(Print Name and Title) (Signature)
12/21/2022

Date
DocuSign ew eloer 34 (AREER RAME Procairent es Entered on FLSD Docket 01/12/2024 Page 16 of 38

dl,

FINANCE ERC

EMPLOYEE RETENTION CREDIT (ERC) PURCHASE AND SALE

AGREEMENT

Closing Statement

Pursuant to the Purchase and Sale Agreement dated as of December 21, 2022 by and between Lee
Gause DDS PC (“Seller”) and Finance ERC LLC, Purchaser, the ERC Purchase Price shall be an

amount equal to the result of the following computation.

|

2

ON

. ERC Amount

. Purchased Amount

. Original Purchase Price

. Administrative Fee (4% of Purchase Price)
. Processing Fee

. Lockbox Set up Fee

. Purchase Price due to Seller (3 minus 4, 5 and 6)

Seller

By: ; E

Title: "ee

Date:__|> oa \ yo,

Purchaser

DocuSigned by:

David Goldin

By:
Name:

Title:__Member

Date: 12/21/2022

$662,118.54
$559,665.70

$456,861.79
$18,274.47
$795.00
$475.00

$437,317.32
DocuSign aw eloer 34 (ARR GASRAME Brocditene fs. Entered on FLSD Docket 01/12/2024 Page 17 of 38

=e 8822-B Change of Address or Responsible Party — Business

(Rev. D aa > Please type or print.

ev.

D sit eng reat > See instructions on back. > Do not attach this form to your return.
Internal Revenue Service > Go to www..irs.gov/Form8822B for the latest information.

OMB No. 1545-1163

Before you begin: If you are also changing your home address, use Form 8822 to report that change.

If you are a tax-exempt organization (see instructions), check here []

Check all boxes this change affects.
1 Employment, excise, income, and other business returns (Forms 720, 940, 941, 990, 1041, 1065, 1120, etc.)

2 (1 Employee plan returns (Forms 5500, 5500-EZ, etc.)

3 ( Business location

4a Business name 4b Employer identification number

Lee Gause DDS PC 26-3447919

5 Old mailing address (no., street, room or suite no., city or town, state, and ZIP code). If a P.O. box, see instructions. If foreign address, also complete spaces
below, see instructions.

70 Washington Street Brooklyn NY 11201

Foreign country name Foreign province/county Foreign postal code

6 New mailing address (no., street, room or suite no., city or town, state, and ZIP code). If a P.O. box, see instructions. If foreign address, also complete spaces
below, see instructions.

PO Box 657410, Dallas, TX 75265-7410

Foreign country name Foreign province/county Foreign postal code

7 New business location (no., street, room or suite no., city or town, state, and ZIP code). If a foreign address, also complete spaces below, see instructions.

Foreign country name Foreign province/county Foreign postal code

8 New responsible party’s name

9 New responsible party’s SSN, ITIN, or EIN. (CAUTION: YOU MUST REFER TO THE INSTRUCTIONS FOR FORM SS-4 TO SEE WHO MAY USE AN EIN.)

10 = Signature. Under penalties of perjury, | declare that | have examined this application, and to the best of my knowledge and belief, it is true, correct, and complete.

Daytime telephone number of person to contact (optional) >

Sign P ee Heviclere

Signature of owner, officer, or representative Date
Here

Where To File

Send this form to the address shown here that applies to you.

IF your old business address was in... THEN use this address...

Connecticut, Delaware, District of Columbia, Georgia, Illinois,
Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan, :
New Hampshire, New Jersey, New York, North Carolina, Ohio, reel Herendeen ice
Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont, Y:

Virginia, West Virginia, Wisconsin

Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida,
Hawaii, Idaho, lowa, Kansas, Louisiana, Minnesota, Mississippi, Internal Revenue Service
Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Ogden, UT 84201-0023
Oklahoma, Oregon, South Dakota, Texas, Utah, Washington,
Wyoming, any place outside the United States

For Privacy Act and Paperwork Reduction Act Notice, see back of form. Cat. No. 57465H Form 8822-B (Rev. 12-2019)
Form 8822-B (Rev. 12-2019)

DocuSign ewe er 24 CE PRGOBRAME BotarrrenE es Entered on FLSD Docket 01/12/2024 Page 18 of 38

Page 2

Future Developments

Information about any future
developments affecting Form 8822-B
(such as legislation enacted after we
release it) will be posted at www.irs.gov/
Form8822B.

Purpose of Form

Use Form 8822-B to notify the Internal
Revenue Service if you changed your
business mailing address, your business
location, or the identity of your
responsible party. Also, any entities that
change their address or identity of their
responsible party must file Form 8822-B,
whether or not they are engaged ina
trade or business. If you are a
representative signing for the taxpayer,
attach to Form 8822-B a copy of your
power of attorney. Generally, it takes 4
to 6 weeks to process your address or
responsible party change.

Changing both home and business
addresses? Use Form 8822 to change
your home address.

Tax-Exempt Organizations

Check the box if you are a tax-exempt
organization. See Pub. 557, Tax-Exempt
Status for Your Organization, for details.

Addresses

Be sure to include any apartment, room,
or suite number in the space provided.

P.O. Box

Enter your box number instead of your
street address only if your post office
does not deliver mail to your street
address.

Foreign Address

Follow the country’s practice for entering
the postal code. Please do not
abbreviate the country name.

“In Care of” Address

If you receive your mail in care of a third
party (such as an accountant or
attorney), enter “C/O” followed by the
third party’s name and street address or
P.O. box.

Responsible Party

Any entity with an EIN is required to
report a change in its “responsible party”
on lines 8 and 9 within 60 days of the
change. See Regulations section
301.6109-1(d)(2)(i). See Form SS-4,
Application for Employer Identification
Number, and its instructions, for
guidance about who can be a
“responsible party” for line 8 and which
identification number to enter for line 9.

Signature

An officer, owner, general partner or LLC
member manager, plan administrator,
fiduciary, or an authorized representative
must sign. An officer is the president,
vice president, treasurer, chief
accounting officer, etc.

If you are a representative
A signing on behalf of the
taxpayer, you must attach to
ebainaes Form 8822-B a copy of your
power of attorney. To do this, you can
use Form 2848. The Internal Revenue
Service will not complete an address or

responsible party change from an
“unauthorized” third party.

Privacy Act and Paperwork Reduction
Act Notice. We ask for the information
on this form to carry out the Internal
Revenue laws of the United States. Our
legal right to ask for information is
Internal Revenue Code sections 6001
and 6011, which require you to file a
statement with us for any tax for which
you are liable. Section 6109 requires that
you provide your identifying number on
what you file. This is so we know who
you are, and can process your form and
other papers.

Generally, tax returns and return
information are confidential, as required
by section 6103. However, we may give
the information to the Department of
Justice and to other federal agencies, as
provided by law. We may give it to cities,

states, the District of Columbia, and U.S.
commonwealths or possessions to carry
out their tax laws. We may also disclose
this information to other countries under
a tax treaty, to federal and state
agencies to enforce federal nontax
criminal laws, or to federal law
enforcement and intelligence agencies to
combat terrorism.

If you are an entity with an EIN and
your responsible party has changed, use
of this form is mandatory. Otherwise, use
of this form is voluntary. You will not be
subject to penalties for failure to file this
form. However, if vou fail to provide the
IRS with your current mailing address or
the identity of your responsible party,
you may not receive a notice of
deficiency or a notice of demand for tax.
Despite the failure to receive such
notices, penalties and interest will
continue to accrue on any tax
deficiencies.

You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays a valid OMB
control number. Books or records
relating to a form or its instructions must
be retained as long as their contents
may become material inthe _
administration of any Internal Revenue
law.

The time needed to complete and file
this form will vary depending on
individual circumstances. The estimated
average time is 18 minutes.

Comments. You can send us comments
from www.irs.gov/FormComments. Or
you can write to the Internal Revenue
Service, Tax Forms and Publications
Division, 1111 Constitution Ave. NW,
IR-6526, Washington, DC 20224. Don’t
send the form to this office.
PocuStar een 24 CR BGOSP AME” BGEATEAEES1 Entered on FLSD Docket 01/12/2024 Page 19 of 38
8822-B Change of Address or Responsible Party — Business
Form

> Please type or print. a
(Rev. December 2019) é ; type or p OMB No. 1545-1163
> See instructions on back. > Do not attach this form to your return.
Department of the Treasury 3 Ft
Internal Revenue Service > Go to www..irs.gov/Form8822B for the latest information.

Before you begin: If you are also changing your home address, use Form 8822 to report that change.

If you are a tax-exempt organization (see instructions), check here []

Check all boxes this change affects.
1 Employment, excise, income, and other business returns (Forms 720, 940, 941, 990, 1041, 1065, 1120, etc.)

2 (J Employee plan returns (Forms 5500, 5500-EZ, etc.)

3 ( Business location

4a Business name 4b Employer identification number

Lee Gause DDS PC 26-3447919

5 Old mailing address (no., street, room or suite no., city or town, state, and ZIP code). If a P.O. box, see instructions. If foreign address, also complete spaces
below, see instructions.

PO Box 657410, Dallas, TX 75265-7410

Foreign country name Foreign province/county Foreign postal code

6 New mailing address (no., street, room or suite no., city or town, state, and ZIP code). If a P.O. box, see instructions. If foreign address, also complete spaces
below, see instructions.

70 Washington Street Brooklyn NY 11201

Foreign country name Foreign province/county Foreign postal code

7 New business location (no., street, room or suite no., city or town, state, and ZIP code). If a foreign address, also complete spaces below, see instructions.

Foreign country name Foreign province/county Foreign postal code

8 Newresponsible party’s name

9 New responsible party's SSN, ITIN, or EIN. (CAUTION: YOU MUST REFER TO THE INSTRUCTIONS FOR FORM SS-4 TO SEE WHO MAY USE AN EIN.)

10 — Signature. Under penalties of perjury, | declare that | have examined this application, and to the best of my knowledge and belief, it is true, correct, and complete.

Daytime telephone number of person to contact (optional) >

7

Sign
Here

i of owner, officer, or representative Date

> Title

Where To File

Send this form to the address shown here that applies to you.

IF your old business address was in... THEN use this address...

Connecticut, Delaware, District of Columbia, Georgia, Illinois,
Indiana, Kentucky, Maine, Maryland, Massachusetts, Michigan,
New Hampshire, New Jersey, New York, North Carolina, Ohio,
Pennsylvania, Rhode Island, South Carolina, Tennessee, Vermont,
Virginia, West Virginia, Wisconsin

Internal Revenue Service
Kansas City, MO 64999

Alabama, Alaska, Arizona, Arkansas, California, Colorado, Florida,
Hawaii, Idaho, lowa, Kansas, Louisiana, Minnesota, Mississippi, Internal Revenue Service
Missouri, Montana, Nebraska, Nevada, New Mexico, North Dakota, Ogden, UT 84201-0023
Oklahoma, Oregon, South Dakota, Texas, Utah, Washington,
Wyoming, any place outside the United States

For Privacy Act and Paperwork Reduction Act Notice, see back of form. Cat. No. 57465H Form 8822-B (Rev. 12-2019)
Form 8822-8 (Rev. 12-2019)

DocuSignErweloee 34 [A(R RGASAIE* PosarrenE Fe: Entered on FLSD Docket 01/12/2024 Page 20 of 38

Page 2

Future Developments

Information about any future
developments affecting Form 8822-B
(such as legislation enacted after we
release it) will be posted at www.irs.gov/
Form8822B.

Purpose of Form

Use Form 8822-B to notify the Internal
Revenue Service if you changed your
business mailing address, your business
location, or the identity of your
responsible party. Also, any entities that
change their address or identity of their
responsible party must file Form 8822-B,
whether or not they are engaged ina
trade or business. If you are a
representative signing for the taxpayer,
attach to Form 8822-B a copy of your
power of attorney. Generally, it takes 4
to 6 weeks to process your address or
responsible party change.

Changing both home and business
addresses? Use Form 8822 to change
your home address.

Tax-Exempt Organizations

Check the box if you are a tax-exempt
organization. See Pub. 557, Tax-Exempt
Status for Your Organization, for details.

Addresses

Be sure to include any apartment, room,
or suite number in the space provided.

P.O. Box

Enter your box number instead of your
street address only if your post office
does not deliver mail to your street
address.

Foreign Address

Follow the country’s practice for entering
the postal code. Please do not
abbreviate the country name.

“In Care of” Address

If you receive your mail in care of a third
party (such as an accountant or
attorney), enter “C/O” followed by the
third party’s name and street address or
P.O. box.

Responsible Party

Any entity with an EIN is required to
report a change in its “responsible party”
on lines 8 and 9 within 60 days of the
change. See Regulations section
301.6109-1(d)(2)(i). See Form SS-4,
Application for Employer Identification
Number, and its instructions, for
guidance about who can be a
“responsible party” for tine 8 and which
identification number to enter for line 9.

Signature

An officer, owner, general partner or LLC
member manager, plan administrator,
fiduciary, or an authorized representative
must sign. An officer is the president,
vice president, treasurer, chief
accounting officer, etc.

If you are a representative
A signing on behalf of the

taxpayer, you must attach to
aie Form 8822-B a copy of your
power of attorney. To do this, you can
use Form 2848. The Internal Revenue
Service will not complete an address or
responsible party change from an
“unauthorized” third party.

Privacy Act and Paperwork Reduction
Act Notice. We ask for the information
on this form to carry out the Internal
Revenue laws of the United States. Our
legal right to ask for information is
Internal Revenue Code sections 6001
and 6011, which require you to file a
statement with us for any tax for which
you are liable. Section 6109 requires that
you provide your identifying number on
what you file. This is so we know who
you are, and can process your form and
other papers.

Generally, tax returns and return
information are confidential, as required
by section 6103. However, we may give
the information to the Department of
Justice and to other federal agencies, as
provided by law. We may give it to cities,

states, the District of Columbia, and U.S.
commonweaiths or possessions to carry
out their tax laws. We may also disclose
this information to other countries under
a tax treaty, to federal and state
agencies to enforce federal nontax
criminal laws, or to federal law
enforcement and intelligence agencies to
combat terrorism.

If you are an entity with an EIN and
your responsible party has changed, use
of this form is mandatory. Otherwise, use
of this form is voluntary. You will not be
subject to penalties for failure to file this
form. However, if you fail to provide the
IRS with your current mailing address or
the identity of your responsible party,
you may not receive a notice of
deficiency or a notice of demand for tax.
Despite the failure to receive such
notices, penalties and interest will
continue to accrue on any tax
deficiencies.

You are not required to provide the
information requested on a form that is
subject to the Paperwork Reduction Act
unless the form displays a valid OMB
control number. Books or records
relating to a form or its instructions must
be retained as long as their contents
may become material in the
administration of any Internal Revenue
law.

The time needed to complete and file
this form will vary depending on
individual circumstances. The estimated
average time is 18 minutes.

Comments. You can send us comments
from www.irs.gov/FormComments. Or
you can write to the Internal Revenue
Service, Tax Forms and Publications
Division, 1111 Constitution Ave. NW,
IR-6526, Washington, DC 20224. Don’t
send the form to this office.
DocuSiggnaweoer 34 (ARR GABRAME BotdirenE ts: Entered on FLSD Docket 01/12/2024 Page 21 of 38

CERTIFICATION OF BENEFICIAL OWNER(S)

The information contained in this Certification is sought pursuant to Section 1020.230 of Title 31 of the
United States Code of Federal Regulations (31 CFR 1020.230).

All persons opening an account on behalf of a legal entity must provide the following information:

1. Last Name and title of Natural Person Opening Account 2. First Name 3. Middle Initial
Gause Lee
4. Name and type of Legal Entity for Which the Account is Being Opened
Lee Gause DDS PC
4a. Legal Entity Address Ab. City 4c. State 4d. ZIP/Postal Code
37th west 57 Street New York NY 10019

SECTION I
(To add additional individuals, see page 3)

Please provide the following information for an individual(s), if any, who, directly or indirectly, through any contract arrangement,
understanding, relationship, or otherwise owns 25% or more of the equity interests of the legal entity listed above. Check here if no individual

meets this definition and Fomplete Section II.

5. Last Name 6. First Name 7. ML. 8. Date of birth
Gause Lee 7/23/1977
(MM/DDIYYYY)
9. Address 10. City 11. State 12. ZIP/Postal Code
Manhattan NY 11201 |
13. Country | 14. SSN (U.S. Persons) 15. For Non-U.S. persons (SSN, Passport Number or other similar identification number)
15a. Country of issuance:

Note: In lieu of a passport number, Non-U.S. Persons may also provide a Social Security Number, an alien identification card number, or number
and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar

safeguard.

SECTION II

Picase provide the following information for an individual with significant responsibility for managing or directing the entity,
including, an executive officer or senior manager (e.g., Chief Executive Officer, Chief Financial Officer, Chief Operating Officer,
Managing Member, General Partner, President, Vice President, Treasurer); or Any other individual who regularly performs similar

functions.
16. Last Name 17. First Name 18. MI. 19. Date of birth
Gause Lee MMaIEDYYYY)
20. Address 21. City 22, State 23. ZIP/Postal Code
Manhattan NY 11201
24. Country | 25. SSN (U.S. Persons) 26. For Non-U.S. persons (SSN, Passport Number or other similar identification number)
USA
26a. Country of issuance:

Note: In lieu of a passport number, Non-U.S. Persons may also provide a Social Security Number, an alien identification card number, or number
and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or similar

safeguard.

I, | wr) Ic (savre (name of person opening account), hereby certify, to the best of my
knowledge, that the information provided above is complete and correct.

Legal Entity Identifier (Optional)
DocuSignewaloee dy ARR G OBR AME PoedTenE Es: Entered on FLSD Docket 01/12/2024 Page 22 of 38
Additional Section 1 - Second Beneficial Owner (if required)

Please provide the following infermation for an individual(s), if any, who, directly or indirectly, through any contract arrangement,
understanding, relationship, or otherwise owns 25% or more of the equity interests of the legal entity listed above.

5. Last Name 6. First Name 7. MI. 8. Date of birth
9. Address 10. City 11. State 12. ZIP/Postal
Code

13. Country} 14. SSN (U.S. Persons) |15. For Non-U.S. persons (SSN, Passport Number or other similar identification number)

15a. Country of issuance:

Note: In lieu of a passport number, Non-U.S. Persons may also provide a Social Security Number, an alien identification card number, or

number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or
similar safeguard.

Additional Section 1 - Third Beneficial Owner (If required)

Please provide the following information for an individual(s), if any, who, directly or indirectly, through any contract arrangement,
understanding, relationship, or otherwise owns 25% or more of the equity interests of the legal entity listed above.

5. Last Name 6. First Name 7. Ml. 8. Date of birth
9. Address 10. City 11. State 12. ZIP/Postal Code
13. Country | 14. SSN (U.S. Persons) 15. For Non-U.S.persons (SSN, Passport Number or other similar identification number)
15a. Country of issuance:

Additional Section 1 - Fourth Beneficial Owner (if required)

Please provide the following information for an individual(s), if any, who, directly or indirectly, through any contract arrangement,
understanding, relationship, or otherwise owns 25% or more of the equity interests of the legal entity listed above.

5. Last Name 6. First Name 7. Ml. 8. Date of birth
9. Address 10. City 11. State 12. ZIP/Postal Code
13. Country | 14. SSN (U.S. Persons) 15. For Non-U.S. persons (SSN, Passport Number or other similar identification number)
15a. Country of issuance:

Note: In lieu of a passport number, Non-U.S. Persons may also provide a Social Security Number, an alien identification card number, or
number and country of issuance of any other government-issued document evidencing nationality or residence and bearing a photograph or

similar safeguard.

Paperwork Reduction Act Notice

Public recordkeeping burden for this collection of information is estimated to average 30 minutes per response, including the time for
reviewing instructions, searching existing data sources, gathering and maintaining the data needed, and completing and reviewing the
collection of information. An agency may not conduct or sponsor, and a person is not required to respond to. a collection of

information unless it displays a valid OMB control number. The OMB control number for this information collection is 1506-0070.
You may submit comments regarding this burden estimate or any other aspect of this collection of information. including suggestions
for reducing this burden, by calling the FinCEN Resource Center at 800-767-2825 or by email at frce@fincen.gov. Alternatively, you

may mail us comments at Policy Division, Financial Crimes Enforcement Network, P.O. Box 39. Vienna, VA 22183. Please include
1506-0070 in the body of the text.
DocuSiggneweloer 34 CARRE BAME* PoeATenEre1 Entered on FLSD Docket 01/12/2024 Page 23 of 38

ERC Processing exe la

Bank Account Request Form for ERC Lockbox SER eres

The information below is collected to enable Exela to comply with federal requirements for the Customer
Identification Program (CIP) and Know Your Customer (KYC) in conjunction with opening a bank account for the
requested ERC lockbox. The information will be used for due diligence for ongoing KYC and AML monitoring.

Bank Account Opening and KYC-KYB Information

Business Tax ID 26-3447919
(Federal EIN or Business Tax ID)

Legal Business Name Lee Gause DDS PC
(Name registered with the state)

Business Registration Number 3735733

Date Business Was Formed 09/09/2010

Country of Legal Formation USA

State of Legal Formation NY

Name of Primary Signer Lee Gause
(This may not be the primary

owner.)

Title of Primary Signer Owner

Email of Primary Signer leegausedds@gmail.com

Primary NAICS Code 621210

(See North American Industry
Classification System at
https://www.census. Z0v/naics/

Also required will be:

(i) A completed W-9 form (See https://www.irs.gov/pub/irs-pdf/fw9.pdf)

(i) A completed FinCEN Certification of Beneficial Owners document for all Beneficial Owners with 25% or
more percentage of ownership in the business. See www.fincen.gov and the Filing Information tab for
download. (https://www.fincen.gov/sites/default/files/shared/CDD Rev6.7 Sept 2017 Certificate.pdf)

Please note beginning on page 2 appears an outline of high-risk industries that may not qualify for this program. If you
have any questions regarding these industries, please contact erc.service@exelaonline.com.
DocuSigneugler 34 (ARGO BRAME Proteitent £21 Entered on FLSD Docket 01/12/2024 Page 24 of 38
ERC Processing

»
Bank Account Request Form for ERC Lockbox exela

TECHNOLOGIES

Prohibited Business List

e {Illegal activity, as directed by federal, state, or other international and local jurisdictions
e Gambling

e Payment for debt that has been charged off as uncollectible

e Illegal drugs or drug paraphernalia (real or synthetic)

e Adult content or services (e.g. pornography)

e Psychics

e Casa De Cambios/Currency Exchange

e Online dating

e Pyramid and Ponzi investments

e Technology developed to weaken industry security controls

e Direct relationships to cannabis industry — cannabis (including hemp and marijuana), cannabis growers or
provision of products or services offerings specifically for or intentionally towards the cannabis industry

e Weapons including firearms and firearm accessories

e Any other business prohibited from time to time by Exela Technologies and its Affiliates ancl/or banking partners
DocuSignnewaloer 3Y Ce PRGA BAME ProeaienE es: Entered on FLSD Docket 01/12/2024 Page 25 of 38

ERC Processing Terms of Service

These Terms and Conditions ("T&C" or “Agreement” or “Terms” or “TOS’) will confirm the mutual understanding
and agreement of Lee Gause DDS PC (“End-Client”) and Regulus Group, LLC. (“Exela") pursuant to which Exela
will perform the services ("Services") described herein. All references to Exela in this T&C are deemed to include
all subsidiaries. End-Client and Exela may be referred to herein individually as a “party” and together as the
“parties”. The terms and conditions are as follows:

These terms and conditions govern your access to and use of the DMR® software and service ("DMR"), BEATS
Workflow Portal (“Beats”), DrySign, this site, and other related sites sponsored by Exela, any related services, and
if applicable, applications, including integrations provided by Exela (collectively, the "Sites"). DMR was created by
and is a brand owned by subsidiaries of Exela Technologies, Inc. (together with its subsidiaries, “Exela”, “Supplier”,
“we", or “us"). If you are using DMR or related Sites, then these Terms apply to your use.

By accessing, using or downloading any materials from the Sites, registering for Services, or downloading or using
any of our apps, End-Client agrees to be bound by these terms. IF END-CLIENT DOES NOT AGREE TO THESE
TERMS, END-CLIENT IS NOT AUTHORIZED AND MUST CEASE USING DMR® AND THE SITES IMMEDIATELY.

THESE TERMS CONTAIN A GOVERNING LAW PROVISION AND WAIVER OF JURY TRIALS GOVERNING DISPUTES
ARISING FROM THE USE OF THE DMR® SERVICES WHICH AFFECT End-Client’s LEGAL RIGHTS AS DETAILED
HEREIN. PLEASE READ CAREFULLY. END-CLIENT, THE USER, SHALL TAKE ALL REASONABLE STEPS TO ENSURE
THAT NO UNAUTHORIZED PERSONS HAVE ACCESS TO THE DMR® OR SITES, AND TO ENSURE THAT NO
PERSONS AUTHORIZED TO HAVE SUCH ACCESS SHALL TAKE ANY ACTION THAT WOULD BE IN VIOLATION OF
THESE TERMS.

BY USING THE SERVICES (AS DEFINED BELOW), YOU CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS
FROM EXELA AND/OR ITS PARTNERS AND AFFILIATES. YOU AGREE THAT ANY NOTICES, AGREEMENTS,
DISCLOSURES OR OTHER COMMUNICATIONS THAT ARE SENT TO YOU ELECTRONICALLY WILL SATISFY ANY
LEGAL COMMUNICATION REQUIREMENTS, INCLUDING THAT SUCH COMMUNICATIONS BE IN WRITING,
PROVIDED THAT ANY COMMUNICATION TO YOU IS SENT TO THE EMAIL ADDRESS PROVIDED ON YOUR
ACCOUNT. YOU AGREE THAT ANY COMMUNICATION TO EXELA WILL BE SENT

TO erc.support@exelaonline.com FOR FURTHER HANDLING.

1. DEFINITIONS & ABBREVIATIONS:

Capitalized terms used but not defined herein shall have the meanings assigned to such terms in the Agreement.
In addition, for purposes of this T&C, the following definitions and abbreviations shall apply:

1. Refund Purchaser shall mean Finance ERC LLC, a limited liability company, with a place of business at 170
NE 2nd Street, Suite 74, Boca Raton, FL 33429 (“Refund Purchaser Mailing Address”)

2. Digital Mail Room (DMR) shall mean the service described herein to provide an end-to-end workflow
solution that manages the intake and distribution of inbound mail.

3. Digital Mail Room (DMR) Portal shall mean the Web-based portal providing access to End-Client
authorized personnel to applicable mail items having been captured for distribution

61425
DocuSign aw eloer 34 (ARG SRAITE Broeairene Fs. Entered on FLSD Docket 01/12/2024 Page 26 of 38

4. Beats Workflow Portal or Beats shall mean the platform used by Refund Purchaser to request creation
of a Lockbox, communicate and track status of the Lockbox as required by the service described herein.

5. DrySign Signature Platform or DrySign shall mean the electronic signature platform used by DMR or
Beats to obtain electronic signatures on documents as required by the service described herein.

6. Image shall mean a single sided digital copy, and which is used as the standard unit of measure in this
T&C to track digital mail volume.

7. ERC or Employee Retention Credit shall mean the Internal Revenue Service's Employee Retention
Credit which is a fully refundable tax credit for employers and based on qualified wages (including
allocable qualified health plan expenses) that Eligible Employers pay their employees.

8. ERC Purchase and Sale Agreement shall mean that certain Employee Retention Credit purchase and
sale agreement between End-Client and Refund Purchaser, as amended, restated or otherwise modified
from time to time.

9. IRS Form 941-X or “941-X" shall mean an amended quarterly tax return.

10. Lockbox shall mean one or more USPS PO Boxes used to process ERC Checks, as agreed in writing
between the Parties.

11. Check Items shall mean the remittance lockbox related paper checks, as such items are captured,
processed, forwarded or deposited to various bank accounts.

12. ERC Check shall mean a Check Item that provides the ERC tax refund payment as transmitted from the
IRS to End-Client’s Lockbox and forwarded to Refund Purchaser pursuant to the Lockbox Processing
Instructions.

13. Non-ERC Check shall mean a Check Item that is not an ERC Check. Unless otherwise agreed, Non-ERC
Checks are out-sorted, Images made available in DMR, and physical items returned to End-Client by
overnight mail.

14, Lockbox Documents shall mean paper documents and other communications received in the Lockbox.

15. New Lockbox Account Request or Lockbox Request shall mean a request from the Refund Purchaser
to Supplier to open and setup a wholesale Lockbox to provide Lockbox Processing.

16. Lockbox Processing Instructions shall mean the agreement between End-Client and Refund Purchaser
providing Supplier with details of the amount purchased by Refund Purchaser, clearly listing the
purchased amount and applicable fees. The Lockbox Processing Instructions shall clearly document
disbursement rules for all funds received in the Lockbox by Supplier.

17. Lockbox Processing shall mean the processing of ERC Checks, Check Items and Lockbox Documents
including pickup of mail received in the Lockbox, mail transport to Supplier's processing site, opening
and scanning of all documents in mail envelopes, depository processing of ERC Checks. Any Non-ERC
Checks will be out-sorted and returned to End-Client, Supplier will provide Images of Non-ERC Items
in DMR.

18. CPSA shall mean the Check Payment Systems Association

19. Physical Storage Days is the time period that physical documents will be boxed and checked into the
tracking system for, and stored in short-term storage after which time they will be securely destroyed.
The default Physical Storage Days is thirty (30) days.

20. Image Cash Letter Services or ICL Services shall mean data capture, file formatting, preparation and
delivery of multiple transaction data files (each an “Image Cash Letter” or “ICL"), consisting of check
Magnetic Ink Character Recognition ("MICR") data and front and/or rear images of checks, compiled
for delivery to the bank or depository institution designated to be used in the clearing and collection
of such checks by means of electronic files and/or image replacement documents, as contemplated by
the Check Clearing for the 21st Century Act, 12 U.S.C. §§5001-5018 (“Check 21”) and Regulation CC,
Availability of Funds and Collection of Checks, 12 C.F.R. Part 229 (Reg. CC"). “ICL Files” shall mean files
that contain such ICL items.

21. Deposit Bank Account shall mean a physical or virtual account uniquely assigned and identifiable as
belonging to the end client identified by their EIN.

22. Trust Bank Account or Trust Account shall mean the bank account operated by Exela for the purpose
of issuing checks (“Disbursement Checks”) to effect the distribution of funds per the Lockbox
Instructions.

61425
DocuSigneweoep 34 [RAG ABRAMEC? BosaTreE ee: Entered on FLSD Docket 01/12/2024 Page 27 of 38

23. Purchased Amount shall mean the purchased amount as set forth in the ERC Purchase and Sale
Agreement.

2. OVERVIEW:

End-Client has separately entered into an ERC Purchase and Sale Agreement with Refund Purchaser, which
requires provision of Lockbox Processing services by Exela. Refund Purchaser understands that under these
requirements, End-Client will separately enter into a Terms of Service ("TOS") agreement between End-
Client and Supplier for the provision of Lockbox Services, under which Supplier will setup the Lockbox
Processing services.

Refund Purchaser will collect the documents listed under Exhibit 1.B, required for the New Lockbox Account
Request from the End-Client and upload the same to Supplier's Beats portal. Once the application package
is complete, and required forms are executed, the Refund Purchaser will submit the Lockbox Request.

For each Lockbox Request, Supplier will (i) initiate and/or perform setup and verification processes as may
be needed to create the Lockbox and the Deposit Bank Account and setup Lockbox Processing Rules to
process ERC Checks in accordance with the Lockbox Processing and disbursement instructions therein, and
(ii) create/assign the Lockbox as required to process ERC Checks.

The ERC Lockbox Services will operate through a U. S. Postal Service ("USPS") mailbox, a unique zip code or
a USPS caller box in End-Client’s name (the “Lockbox”). Supplier shall establish or operate the Lockbox with
USPS on Refund Purchaser's behalf. Refund Purchaser agrees to pay or reimburse Supplier for any USPS
fees or charges in connection with the Lockbox (including without limitation, box rental, postage due, or
charges for postal services provided by the USPS), as may be updated from time to time.

For each Lockbox, Supplier is authorized to:
(i) pick up at, and transport from the Lockbox, all mail received at such Lockbox

(i) open such mail and process the contents of such mail according to the processing procedures, as such
procedures may change by mutual agreement of the parties from time to time (the “Processing Procedures”)
with the prior written consent of Refund Purchaser,

(iii) image all Check Items and/or Documents received in the Lockbox along with the envelope (“Mail Unit")

(iv) separate all ERC Checks received at the Lockbox and process these ERC Checks as per the Lockbox
Instructions

(v) make all Mail Unit Images available to End-Client through Supplier's DMR Portal including any Check
Items and/or Documents received for processing which are not ERC Checks

(vi) make all Mail Unit Images related to ERC Checks Items available to Refund Purchaser

(vii) to mail out any documents and Non-ERC Checks to End-Client upon request through the DMR Portal
(“Mail-outs”)

(viii) maintain processing history for all payments received in the Lockbox and make the transactions
available to End-Client and Refund Purchaser as per the Lockbox Processing Instructions through the DMR
portal for a period of seven years or as otherwise agreed in writing.

For each ERC Check, in accordance with the Lockbox Instructions, Supplier will provide,

(i) endorse the End-Client’s name on the check and deposit the checks at the Deposit Bank Account, and
upon funds being available for disbursement,

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DocuSigneweloee 3Y (ARR GRBAC BoCdirenE Fe. Entered on FLSD Docket 01/12/2024 Page 28 of 38

(ii) review the Lockbox Instructions and related documents as agreed between the End-Client and Refund
Purchaser

(iii) issue checks from the Deposit Bank Account to effect distribution of funds as per the Lockbox
Instructions agreement, and where required, transfer available balance amount from Deposit Bank Account
to Trust Account for the purpose of distribution of funds as per the Lockbox Instructions

(iv) update outstanding balance amount to reflect payments made to Refund Purchaser

(v) report to End-client and Refund Purchaser details about the payment received and disbursement of
funds made on the End-Client’s behalf

(vi) perform Lockbox Closure once the entire amount purchased by Refund Purchaser has been disbursed
to Refund Purchaser per the Lockbox Instructions.

Supplier will provide an end-to-end offsite workflow solution that manages the intake and distribution of
inbound mail including ERC Checks, Check Items and Documents. The DMR automates manual processes
and utilizes electronic delivery methods to automatically route mail to the recipient. Supplier will perform
these services at one of its designated facilities, which is a shared service environment. The mail pieces will
be generally prepared for scanning by opening, removing from envelopes, removing staples, being
flattened, etc. During this preparation process, any misdirected mail will be out-sorted and returned to
sender. Batches of documents will then be scanned and processed through an Image enhancement tool
which will apply standard enhancement techniques to the Images (de-speckle, de-skew, etc.). OCR
technology will be applied to the envelopes and contents. Sender and recipient data captured from the
envelope along with the other OCR meta data will be supplied with the Images as part of the DMR Portal
mail items. Upon completion of scanning, the physical documents will be boxed and checked into the
tracking system for short-term storage for a time period equal to Physical Storage Days, at which time they
will be securely destroyed unless otherwise agreed in writing.

3. TRANSITION / IMPLEMENTATION SERVICES:
As of the Effective Date, Exela shall commence the transition Services ("Transition’).
3.1. Exela Responsibilities:

3.1.1. Assign End-Client’s Lockbox mailing address.

3.1.2. Configure the base system processes and capabilities based upon the information provided by the End-
Client and agreed to with Refund Purchaser.

3.1.3. Establish End-Client and Refund Purchaser users in DMR Portal Production environment.
3.1.4. Provide user guides.

3.1.5. Provide required shelving and boxes for physical mail storage for the agreed upon time period equal to
the period of Physical Storage Days.

3.1.6. Perform required verification and setup Deposit Bank Account to process and deposit ERC Checks as
applicable and as per Lockbox Instructions specified. If applicable, the End-Client will normally see any applicable

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funds in their account within 5 days. Exela’s liability with respect to these services will be limited as stated in Section
10 of this T & C.

3.2. End-Client Responsibilities:

3.2.1. Provide Exela with executed IRS 8822-B form allowing Exela to process End-Client’s mail if Exela has created
a new caller box for the End-Client for the express use of IRS communications. Without the executed form 8822-
B, Exela will not create a Lockbox address for processing and mail cannot be processed by Exela.

3.2.2. End-Client will not initiate a change of address with the IRS until the earlier of (i) collection in full of all ERC
Checks and satisfaction in full of all End-Clients obligations under the ERC Purchase and Sale Agreement and
receipt by Refund Purchaser of the Purchased Amount or (ii) receipt of written consent for such change from
Refund Purchaser. This clause will survive any termination of this Agreement.

4. ONGOING SERVICES:
4.1 Exela will provide the following ongoing Services:

4.1.1. The End-Client's Lockbox mailing address at Exela. If the End-Client's mailing address becomes
unavailable; Exela will provide the End-Client with another address at least 30-days prior to the change. Exela
makes no representations and accepts no liability or responsibility for End-Client's use of the provided address.
End-Client accepts all responsibility and liability for the use and has had an opportunity to meet with its own legal
counsel and subject matter experts to review their contemplated use of the provided address.

4.1.2. Self-service access to the DMR Portal Dashboard and Reports

4.2. End-Client will have the following responsibilities during Ongoing Services:
4.2.1. Provide location to receive any physical mail that cannot be processed through DMR or requested for
physical delivery.

4.2.2. Review and process any digital mail received through DMR.

5. CANCELATION:
5.1. In the event of cancelation of ongoing services for any reason:

5.1.1. End-Client will not file a Form IRS 8822-B or redirect any ERC Checks to any address other than the
Lockbox unless Refund Purchaser has given its prior written consent.

5.1.2. End-Client will provide a designated address to receive mail (excluding ERC Checks) from Exela.
5.1.3. Any mail that is received by Exela (excluding ERC Checks) will be returned to the sender.

5.1.4. Exela will discard all mail (excluding ERC Checks) received after 30-days from the cancelation date unless
otherwise agreed in writing.

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DocuSigneweloer 34 CARRE BAME* PoeaenEre1 Entered on FLSD Docket 01/12/2024 Page 30 of 38

6. KEY PRICING ASSUMPTIONS/TERMS:

6.1. Fees. The Site provides the monthly subscription pricing (“Price Plan”) as well as pricing for optional Services
not included in or above the included limits of a chosen Price Plan (“Extras”). Refund Purchaser has agreed to pay
applicable activation fees, Price Plans, Extras and any other fees and expenses on the End-Client's behalf.

6.2. Exela will not be responsible for transmission errors, corruption of data or for the security of transmission of
data during transmission, unless proven to have been the fault of Exela.

6.3. At any time during this T&C, the parties may mutually agree to extend and / or amend this T&C with required
changes but only with the prior written consent of Refund Purchaser, not to be unreasonably withheld or delayed.

7. OBLIGATIONS:

(a) The Parties shall timely, diligently, in good faith and on a commercially-reasonable-efforts basis, cooperate with
each other, with due consideration of the goals, objectives and purposes of this T&C, to facilitate the performance
of their respective duties and obligations setforth.

(b) Exela will be solely responsible for the supervision, daily direction, control and payment (including paying all
employer taxes and benefits e.g. workers’ compensation and disability) of its employees (each, an “Employee”). No
Employee will be eligible for End-Client's employee benefits. The relationship between the parties hereunder will
at all times be that of independent contractors, and nothing herein will be construed to create any partnership, joint
venture, agency, employment, or other similar relationship. Exela may provide the Product directly or through its
affiliates.

(c) Exela agrees that the Product and/or deliverables shall conform in all material respects to the specifications set
forth in the T&C, provided that End-Client timely, accurately and completely performs all of its obligations under
this T&C.

(d) End-Client agrees that it shall timely, completely, and accurately perform all of its obligations and
responsibilities under this T&C, including, without limitation, the timely rendering of all required decisions and
approvals. Should End-Client fail to comply with this term, Exela shall receive an appropriate extension of time to
provide the services and/or deliverables under this agreement and shall not be held responsible or liable for any
resulting delay in providing Services and/or deliverables under this T&C.

(e) Illegal Activity. End-Client must immediately notify Exela of any fraudulent, unauthorized, illegal or suspicious
use of the Services or any other breach of security or unauthorized or illegal activity that End-Client reasonably
suspects.

8. TERMINATION BREACH:

Either party has the right to terminate the T&C immediately if the other party materially breaches such
T&C(including, late or non-payment) and the breach continues for thirty (30) days after the breaching party

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DocuSignaugonp $4 OB RR GHSR AME Broeeirrent P21 Entered on FLSD Docket 01/12/2024 Page 31 of 38

receiving written notice thereof. Such termination will be End-Client’s sole remedy. If End-Client does terminate
they are also responsible for notifying the Refund Purchaser. Notwithstanding any of the foregoing to the contrary,
termination of this Agreement shall not affect the requirement that all ERC Checks are to be paid to the Lockbox
until all ERC Checks have been collected in full and the Purchased Amount under the ERC Purchase and Sale
Agreement have been received or Refund Purchaser has given its prior written consent to the termination of the
Lockbox arrangement described herein.

9. INDEMNIFICATION:

(a) Each party will indemnify the other party and Refund Purchaser, its respective directors, officers and employees
(each an “Indemnified Party’), from all losses, claims, damages and expenses (including court costs and reasonable
attorneys’ fees) (collectively, “Losses") asserted against the other party or Refund Purchaser by third parties.

(b) End-Client will indemnify Exela, its directors, officers and Employees, from all Losses asserted against Exela by
third parties arising out of or relating to End-Client’s failure to secure the appropriate rights (including the right to
provide to Exela) to all software, data, materials, or other information that Exela copies, uses, processes, stores or
distributes, as applicable, on End-Client's behalf.

(c) The party claiming indemnification will promptly notify the other party of a claim. The indemnifying party will
have the right to control the defense of the claim including the right, with the consent of the Indemnified Party
(which consent will not be unreasonably withheld, conditioned or delayed), to compromise or settle the claim. The
Indemnified Party will participate in the defense if requested to do so by the indemnifying party and will be
reimbursed for its reasonable direct out-of-pocket expenses incurred as a result of such participation. Each party
agrees that it shall not enter into any settlement agreement requiring any action or admission of fault by the other
party without the other party's prior written consent (which consent will not be unreasonably withheld, conditioned
or delayed).

10. LIMITATIONS OF LIABILITY; DAMAGES WAIVER:

(a) Each party's total liability to the other for any and all claim(s) arising from or in any way related to this
Agreement and any T&C will not exceed $ 50,000.

(b) The foregoing limitation does not apply to damages proximately caused by: (i) bodily injury or tangible
personal property damage for which a party is legally liable; (ii) misappropriation of confidential information by a
party in breach of its confidentiality obligations hereunder, or (iii) to claims for which liability may not be limited in
accordance with applicable law.

(c) Exela’s liability for any claims or damages relating to or arising from the loss, damage, or delay in delivery of
any document, envelope, package, or supplies is limited to one hundred dollars ($100) for such documents,
envelopes, packages, or supplies, that are proven to have been in Exela’s care, custody and control,
notwithstanding any provision in this T&C to the contrary. Exela is not liable for transmission or corruption of data
or for the security of data, except as specified in this T&C. In no event shall Exela be liable for damages or injuries

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DocuSign enw ele? 3 (eR RGASRAME Prceditrenr Ps: Entered on FLSD Docket 01/12/2024 Page 32 of 38

resulting from or in connection with a pollutant in the mail, a “dirty” bomb, or an explosive containing a pollutant
or similar substance excluded by Exela’ insurance coverage, or cleanup costs in the event of contamination.

(d) Neither party is liable for any indirect, special, punitive, incidental nor consequential damages, including lost
profits (other than amounts due to Exela under this T&C), lost savings, loss of or damage to data or business
opportunities.

(e) The Parties agree that any claim or cause of action arising out of or relating to this T&C must be filed within
three years of the time it arose or forever be barred.

(f) The provisions of this Section survive termination or expiration of this T&C as necessary to effect its purpose.

11. CONFIDENTIAL INFORMATION:

In connection with the Services, the End-Client and Exela may share proprietary or non-public information
("Confidential Information”) which may or may not be designated as “Confidential,” "Proprietary" or some similar
designation. “Confidential Information" will not include any information which: (a) was previously known to the
other party without restriction on use or disclosure; (b) is or becomes publicly available, through no fault or breach
of these terms by the receiving party; (c) is rightfully obtained by the receiving party from a third party not under
a duty of confidentiality and without restriction on use or disclosure; (d) is independently developed by such other
party without reference to the Confidentiallnformation.

The receiving party of Confidential Information agrees: (a) not to disclose Confidential Information to a third party,
with the exception that Confidential Information may be disclosed to Refund Purchaser and such party's
employees, and/or its affiliates, consultants, attorneys, accountants or other professional advisors who have a need
to have the information that are under confidentiality obligations that are at least as restrictive as the terms
contained herein or subject to direction of the disclosing party; (b) to protect the secrecy of and to avoid disclosure
and unauthorized use of the disclosing party's Confidential Information to the same degree that it takes to protect
its own Confidential Information, and in no event less than reasonable care; and (c) to use Confidential Information
only as necessary to fulfill its obligations and exercise its rights under this Agreement.

Upon termination or expiration of your access to the Services, Exela will have no further obligations in respect of
your Confidential Information.

12. MISCELLANEOUS:

(a) Notices. All notices and other communications must be in writing and will be deemed to have been given to
the address set forth on the signature page hereto, or to such other address as may be designated in writing, if
sent by registered or certified mail, with return receipt requested, or by a nationally recognized overnight carrier
to the addresses set forth below the parties’ names on the signature page.

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DocuSignnewaloer sy CAPR GABRANE PoeaTeNE Ee: Entered on FLSD Docket 01/12/2024 Page 33 of 38

(b) Governing Law. This agreement and any claim, whether in contract, tort or otherwise arising from this
Agreement, shall be governed by and interpreted in accordance with the laws of the State of New York. Except as
otherwise set forth herein, the Parties: (i) agree that any legal action or proceeding arising under this Agreement
shall be brought in the State of New York, (ii) irrevocably submit to the jurisdiction of such courts; (iii) agree not to
assert any claim or defense that they are not subject to the jurisdiction of such courts, that any such forum is not
convenient or the venue thereof is improper, or that this Agreement or the subject matter hereof may not be
enforced in such courts; and (iv) agree to accept service of process by certified or registered mail or by any other
method of authorized law.

(c) DISCLAIMER OF WARRANTIES. THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS
AGREEMENT ARE EXELA’S ONLY REPRESENTATIONS AND WARRANTIES. EXELA HEREBY DISCLAIMS ANY AND
ALL OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND OR NATURE, EXPRESS OR IMPLIED, INCLUDING,
BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR
PURPOSE. TO THE EXTENT THAT THE SERVICES PROVIDED HEREUNDER INCLUDE INTERNET REPOSITORY
STORAGE OR TRANSFER OF DATA OVER THE INTERNET, EXELA DOES NOT WARRANT THAT THE INTERNET, THE
SYSTEM, THE NETWORK OR END-CLIENT'S WEBSITE(S) WILL BE UNINTERRUPTED OR ERROR FREE. USE OF THE
INTERNET IS AT END-CLIENT’S SOLE RISK. EXELA DOES NOT WARRANT THAT CERTAIN RESULTS MAY BE
OBTAINED BY End-Client IN CONNECTION WITH ITS USE OF END-CLIENT’S WEBSITE(S).

(d) Force Majeure; Excuse. Neither party will be responsible or incur liability for any delay/failure to the extent it
results from causes beyond its control, including but not limited to fire, explosion, act of terrorism, war, labor
dispute, embargo, government order or requirement, civil or military authority, natural disaster, epidemic, general
internet or communication line failures, power surges, civil disturbance, flood, earthquake, tornado, crime, riot,
sabotage or other similar types of situations. If such situation occurs, the affected party will give prompt written
notice to the other party and will use commercially reasonable efforts to resume operations as soon as practicable.
Exela will only perform the Services in conditions it deems to be safe for its Employees. Except as set forth in the
T&C, Exela will not be obligated to manage or handle hazardous wastes or hazardous chemicals nor ship
hazardous materials or hazardous chemicals as defined in Department of Transportation regulations.

(e) Assignment, Amendment, Waiver, Third Party Beneficiary. This T&C may not be assigned without the prior
written consent of the other party and Refund Purchaser (whether by operation of law or otherwise), except that
either party may assign this T&C to a parent, subsidiary, affiliate, or successor to substantially all of the assets or
stock of such party. Any purported assignment without consent will be deemed null and void and as having no
effect. This T&C, cannot be modified unless agreed to in writing in a document signed by both parties and
consented to by Refund Purchaser. No waiver will be deemed to be made by any party of any of its rights
hereunder, unless the same will be in a writing signed by the waiving party. The parties agree that Refund
Purchaser is an intended third-party beneficiary of this Agreement.

(f) Counterparts. This T&C may be signed in one or more counterparts, both of which taken together will
constitute one instrument.

** SIGNATURE PAGE FOLLOWS **

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Docusiaresyeloer 34 e PAIGOSRAME* Brovairrenee21 Entered on FLSD Docket 01/12/2024 Page 35 of 38

Lockbox Processing Instructions
This agreement between End-Client and Refund Purchaser documents details of the amount of the ERC
purchased by Refund Purchaser. End-Client authorizes Exela to deposit ERC Checks to the Deposit Bank Account
and upon funds being available, process disbursements to effect the instructions below.
Contract Number:149

ERC Purchase and Sale Agreement Date: December 21, 2022

Total Purchased Amount under the ERC Purchase and Sale Agreement: $559,665.70

Disbursement Rule:

For each ERC Check, for the balance available in the Deposit Bank Account (“Deposit Balance”):
(i) From remaining Deposit Balance, Pay Refund Purchaser the Deposit Balance.

(il) End-Client authorizes Exela to send copies of all related Mail Units to:

Name: Lee Gause DDS PC

Address: 37" West 57 Street New York, NY 10019

For: End-Clien For: Refund Purchaser
Title: CeO ithe: Member
pate:_10 | 2! | 92 Date: 22/21/2022
DocuSignayw elon? 34 [APRA SRAMIE Broeditrent £21 Entered on FLSD Docket 01/12/2024 Page 36 of 38

dl,

FINANCE ERC

Get your Employee Reten
money today, without waiting

December 21, 2022
Lee Gause DDS PC

ACH Authorization. Client authorizes Finance ERC or its agents or designated representatives to initiate debit (and
potentially credit and adjustment entries) to Clients designated bank account through the ACH settlement process for
amounts due ($49.95 monthly account monitoring fee) under this Agreement. This authorization wil! remain in full force
and effect until termination of the Agreement and the full and final payment of all obligations of Client due under the
Agreement.

If your payment is returned unpaid (NSF, Uncollected Funds), you authorize us to make a one-time electronic fund
transfer from your account to collect a fee of $35 (thirty-five dollars).

| (we) authorize Finance ERC to electronically debit my (our) account (and, if necessary, electronically credit my (our)
account to correct erroneous debits) for (select one)

a single (one-time) entry

X recurring entries (that recur at substantially regular intervals without my affirmative action to initiate
future entries)

As follows:

X__ Checking Account / Savings Account (select one) at the depository financial institution named below
(“DEPOSITORY”). | (we) agree that ACH transactions | (we) authorize comply with all applicable laws.

Depository Name: TD BANK NA
Routing Number: 2601
Account Number: 437483

Amount of debit(s) or method of determining amount of debit(s) [or specify range of acceptable dollar amounts
authorized]: $35-S50

Date(s) including the start date and/or frequency of debit(s): Monthly

| (we) understand that this authorization will remain in full force and effect until | (we) notify Finance ERC in writing that
| (we) wish to revoke this authorization.
DocuSignEwaloge ds) XP RGOSR AME BrowaitreneE es: Entered on FLSD Docket 01/12/2024 Page 38 of 38

ATTESTATION

Lee Gause DDS PC (“Seller”) hereby agrees to use PO Box 657410, Dallas Tx 75265-7410, the “Lockbox Address” as the address of
record for all filings with the Internal Revenue Service (“IRS”). Seller hereby agrees that they will notify their payroll company and
tax preparer to update their records to ensure that they are using the Lockbox Address on any tax filings while the refunds are
pending. Additionally, any other filings, including but not limited to income, excise, or payroll must also use the Lockbox Address.
Seller agrees to provide Finance ERC LLC (“Purchaser”) a copy of any filing made with the IRS within three business days of the
filing date identifying the Lockbox Address as the address on the filing. Seller shall provide Purchaser supporting documentation
from their payroll company confirming that the address change to the Lockbox Address has been completed. Failure to provide this
information or change of address away from the Lockbox Address will result in a Default under the Purchaser agreements.


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