Client Onboarding

This Agreement is made between JFK CAPITAL LIMITED (FFNZ, We, Us) of PO Box 76021, Manukau City 2104 and the Client (as identified in this onboarding form).

FFNZ agrees to purchase from the Client on the terms of this Agreement the Client's rights to invoices and/or professional fees which are payable to the Client. The Client acknowledges and understands the terms and conditions set out below and agrees that by signing and returning this Agreement it will be bound by those terms and conditions within.

1. Definitions

• "Client" means any person, persons, partnership, company, trust or entity as party to this Agreement responsible for providing services to the Customer and generating Fees and Invoices payable by such Customer.
• "Fees" means any existing or future right, title and interest of Client Invoices and any such amounts owed to FFNZ or payable by a Customer to the Client for goods or services provided by the Client to a Customer.
• "Customer" means any person, persons or entity that assumes responsibility for paying all Fees in relation to services provided to them by the Client acknowledged by the completion of a Customer Loan Application Form.
• "Customer Loan Application Form" means any Customer Loan Application Form either (physical or electronically supplied) and approved by FFNZ for use by the Client.
• "Invoice/s" means document addressed by the Client to a Customer in relation to Fees, of which specifies the terms for payment of those Fees by that Customer.
• "Purchase Price" means in relation to any Purchased Fees, the total amount of Fees less any charge for paying the Fees by installments inclusive of any GST.
• "Purchased Fees" means those Fees assigned or to be assigned pursuant to this agreement.
• "Unpaid Purchased Fees" means any amount of the Purchased Fees which remain unpaid from when they were payable to FFNZ by the Customer or the Client.
• "Collateral" means all your right, title and interest in all your present and after acquired personal property and proceeds and all your other property and proceeds including, without limit, all your present and after acquired right title and interest to all accounts receivable and all proceeds thereof including all Purchased Fees and Unpaid Purchased Fees.

2. Interpretation

1. A person includes the trustee, executor, administrator, successor in title and assignee of that person. This clause does not permit the Client to assign any rights, benefits or obligations under this agreement. FFNZ may assign or transfer any of its rights, benefits and obligations under this Agreement without your consent.
2. This Agreement should be read in conjunction with any other Agreement or Terms and Conditions the Client may have with FFNZ.
3. You acknowledge and agree that:
   1. as signatory to this Agreement that you have complete authority to bind to, and sign this Agreement on behalf, of any other trustees, directors, owners of the Client to this Agreement;
   2. you have been advised to obtain independent legal advice as to your rights and obligations under the Agreement before signing this Agreement, particularly in connection with the guarantee as more fully described in this Agreement;
   3. you have received and read a copy of this Agreement, you understand the full nature and effect of this Agreement, you have had sufficient time to consider whether to sign this Agreement, you have not been pressured or coerced to sign this Agreement by any person and you are signing this Agreement relying on your own judgement;
   4. FFNZ and the Client: (i) agree to contract out of the provisions of the Consumer Guarantees Act 1993, and sections 9, 12A and 13 of the Fair Trading Act 1986, and they agree that it is fair and reasonable to do so; and (ii) acknowledge and agree that this Agreement is not a "consumer credit contract" for the purposes of the Credit Contracts and Consumer Finance Act 2003.

3. Procedure

1. The Client may request FFNZ to purchase Fees by completing a Customer Loan Application Form, duly completed and signed by the Customer either manually or in electronic format, to FFNZ. FFNZ may require any such Customer Loan Application Form to be accompanied by the relevant Invoices requested for purchase.
2. If FFNZ finds the Customer Loan Application Form and associated documentation unacceptable (in its absolute discretion, or subject to such variations as FFNZ in its absolute discretion sees fit), FFNZ will notify the Client accordingly within 5 business days of receiving the Customer Loan Application Form (or such longer period as the Client may allow).
3. If FFNZ (a) has received a Customer Loan Application Form, and copies of requested invoices from the Client and (b) the date on the Invoice/s are within 90 days from the date FFNZ receives it and (c) the Client is not in default of any of its obligations in this Agreement, then the Client may offer to assign to FFNZ as beneficial owner its rights to payment of the Fees in the Customer Loan Application Form.
4. If FFNZ agrees to the assignment and pays the Purchase Price, FFNZ will become the absolute beneficial owner of the transferred fees.
5. If FFNZ requests, the Client must, at its cost, do anything necessary to perfect a transfer of any Purchased Fees to FFNZ (including, without limitation, effecting a transfer at law) or provide any documentation or information that FFNZ may require.
6. Upon assignment and transfer of such rights to the Fees, FFNZ may enter into a loan agreement at FFNZ discretion with the Customer for payments of such Purchased Fees to FFNZ.

4. Mistaken Payment by Customers

1. If a Customer mistakenly delivers payment to Client for any Purchased Fees that Client has sold to FFNZ, the Client will hold such payment as trustee for FFNZ and will immediately deliver such payment to FFNZ. If an instrument is made payable to the Client, the Client will endorse the same to FFNZ prior to delivering it.
2. FFNZ shall have the right to endorse for deposit any instrument of payment delivered to FFNZ but made payable to the Client, irrespective of any deductions or notations. The Client acknowledges our right to do so.
3. The Client shall immediately, on receipt, remit to FFNZ any security, guarantee, undertaking, post-dated cheque or other instrument with respect to Purchased Fees.

5. Representations and Warranties by the Client

The Client represents and warrants to FFNZ that the following is true and correct:

1. The Client is a duly incorporated, organized and validly existing entity and in good standing with full power to agree to and perform the provisions of this Agreement and to conduct their business as presently conducted.
2. All financial and other information submitted by the Client to FFNZ is true, correct, and prepared in accordance with NZ GAAP.
3. The Client undertakes that it has truthfully filed all required tax returns.
4. The Client acknowledges that it has not used any corporate or fictitious name except as disclosed, and will not adopt a new name or change its existing name.
5. The Client acknowledges it is solvent and, taken together with subsidiaries and affiliates, constitutes a common enterprise.
6. There are no proceedings or investigations, pending or threatened, against the Client before any court, agency, or other government body, that have not been disclosed to FFNZ.
7. This and all documents entered into in connection herewith are valid and binding obligations enforceable against the Client in accordance with terms of such documents.
8. The Client has fully performed all obligations giving rise to or related to the Fees; your Customer has not disputed the Fees or underlying obligation; the Fees are a valid, enforceable obligation of the Customer to you in its entirety without defence, deduction or set-off, and arising in the ordinary course of business.
9. You warrant that the Customer will pay when due, without demand, the gross amount of the Fees and is current in all Fees owed to you.
10. FFNZ may require the Client to re-purchase any Unpaid Purchased Fees from FFNZ at any time by serving notice ("Notice") on the Client to that effect. Such Notice will identify the Unpaid Purchased Fees to be re-purchased. Any such repurchase shall only include the 'unpaid' invoice value and will not include any interest component as charged by FFNZ to the Customer.
11. The Client must repay without setoff to FFNZ, within 5 business days of receiving the Notice, the Purchase Price for the relevant Unpaid Purchased Fees, whereupon the Client will become the absolute beneficial owner of those fees.
12. The Client hereby gives consent to FFNZ to direct debit from its bank account the relevant Unpaid Purchased Fees after 3 working days of receiving such Notice via email.
13. You agree to repay to the FFNZ all current and future Unpaid Purchased Fees and all other interest and costs as set out in this Agreement.
14. You agree that FFNZ will obtain good, unencumbered absolute title to the Fees which the Client warrants is not subject any prior sale, assignment, transfer, security interest or other encumbrance.
15. The Client has not agreed with the customer for any waiver or change of terms of the underlying payment obligation by the Customer of the Fees.
16. You warrant that no shareholder, director, officer, trustee or partner, or spouse thereof related to the Client, has a direct or indirect financial interest in the Customer except as disclosed to us in writing prior to purchase of the Fees.
17. You agree that all information, reports and other papers and data the Client has furnished to FFNZ are true copies of originals, and are accurate and correct in all material respects.
18. The Client undertakes to inform FFNZ immediately if any information you have provided to us was or has become untrue or inaccurate and will make available to FFNZ any records and data FFNZ may request.
19. Upon FFNZ assigning the Fees and paying the Purchase Price the Client will record in its books that the Purchased Fees have been collected.

6. Indemnity

1. The Client fully indemnifies FFNZ against all actions, claims, demands, losses, damages, liabilities, costs and expenses of any nature whatsoever sustained or incurred at any time actually or contingently by FFNZ arising directly or indirectly from:
   1. a failure by the Client to comply with any obligation owed to FFNZ under or in connection with this agreement, or Purchased Fees;
   2. a failure by a Client to pay Unpaid Purchased Fees or Purchased Fees (or any part of that Purchased Fee) within 7 days of their becoming due and payable;
   3. a claim that a payment, obligation transaction, or transfer in connection with unpaid Purchased Fees or Purchased Fees is void or voidable under any law relating to insolvency or bankruptcy;
   4. FFNZ acting on any notice, request, direction or instruction given by or on behalf of the Client at any time in connection with this agreement;
   5. a cheque or Direct Debit in payment of Unpaid Purchased Fees or Purchased Fees or any other amount owing to FFNZ under or in connection with this agreement being dishonoured; and
   6. a payment made by bank direct debit.
2. A certificate by FFNZ is prima facie evidence of the amount of loss payable by the Client pursuant to 6.1.
3. This clause survives termination of this Agreement.

7. Costs

1. Subject to clause 6, each party agrees that it must pay its own costs and expenses incurred by it in connection with this agreement. FFNZ may cancel this agreement immediately if the Client deals in any way contrary to the manner in which this funding was intended. On termination the Client must immediately re-purchase those Unpaid Purchased Fees from FFNZ by paying the purchase price for those fees. Any other amounts owing to FFNZ must be paid under this agreement. Outstanding amounts owing to FFNZ by the Client shall incur a default monthly compounding interest rate of 3% per month.
2. The Client is responsible for any costs associated with recovery costs as in collection agency fees, costs and disbursements including legal costs on a solicitor/own client basis.

8. Security Agreement

1. To secure all your present and future payment and performance obligations to us ("Indebtedness and Obligations"), howsoever arising, you hereby grant FFNZ a continuing Security Interest in the Collateral and acknowledge and agree that FFNZ may register a financing statement on the PPSR over the Collateral in respect of such Security Interest.
2. For the purposes of section 36(1)(b) of the PPSA, and to ensure maximum benefit and protection for the Client by virtue of section 36(1)(b)(iii) of the PPSA the Client acknowledges and agrees that the Client also grants to FFNZ, as security in respect of the Client's Indebtedness and Obligations, a Security Interest in all of the Client's present and after-acquired property (and that FFNZ may also register a financing statement on the PPSR in respect of such Security Interest) except only for any such property which is or comprises items or kinds of personal property ("Excepted Property"): (a) in or to which the Client has rights; and (b) which has not been supplied by the FFNZ to the Client, other than any Excepted Property which is or comprises proceeds of any of that present and after-acquired property which has been supplied by the FFNZ to the Client.
3. You hereby acknowledge and agree that this Guarantee constitutes a security agreement and creates a security interest in terms of the PPSA.
4. The Client waives the right to receive a copy of the verification statement confirming registration of a financing statement or financing change statement relating to the Security Interests under this Agreement.
5. The Client agrees that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to this Agreement, or the security under the Agreement and waives the Client's rights under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
6. By entering into this Agreement the Client agrees to, immediately upon request by FFNZ, execute in favour of FFNZ a General Security Agreement (and any ancillary documents) in accordance with the Auckland District Law Society Memorandum of General Terms and Conditions of the current form Auckland District Law Society General Security Agreement reflecting the provisions of this clause.
7. The Client agrees, as security in respect of the Client's Indebtedness and Obligations, to hereby charge, and grant a mortgage of, all its legal and equitable interests of whatever nature held in any real property both present and future of the Client (together, the Property) and agrees to, immediately upon request by FFNZ, execute in favour of FFNZ on the then current form Auckland District Law Society "All Obligations Mortgage" reflecting the provisions of this clause.
8. Furthermore, the Client hereby consents to FFNZ lodging a caveat or caveats against the certificate(s) of the title to the Property as notice of the FFNZ's interest arising under this agreement to mortgage.
9. If such Client is a company, you the signatory below hereby personally guarantee the performance of the Client in all aspects of this Agreement.
10. The Client agrees to execute any documents or do all such things as may be required by FFNZ to effect such security on demand by FFNZ.
11. You covenant that the Property is only subject to the encumbrances and mortgages as may be set out in this Agreement and you agree not to sell, transfer, encumber, assign or agree to sell, transfer or exchange your interest in the Property without obtaining the FFNZ's prior written consent.
12. You acknowledge and agree that FFNZ may (whether or not it has exercised any other power) appoint any person or persons to be a receiver of all or any of the Collateral.

9. Payment Default

1. An Event of Default occurs if:
   1. The Client fails to pay within due period any monies or Unpaid Purchased Fees due to FFNZ related to this agreement; or
   2. If you take an action or FFNZ believes you are about to take an action which places the Collateral at risk;
   3. If any Client warranty or representation is found to be untrue or misleading in any material respect; or
   4. The Client breaches this Agreement; or
   5. The Client is, or states it is, or may be taken to be unable to pay its debts as they fall due or any form of insolvency proceedings are commenced, in relation to the Client by any person (including service of a petition for winding up which is not paid within 14 days).
2. If the Event of Default occurs then we may take any one or more of the following actions (after giving any notice required by law):
   1. require you to pay the Unpaid Purchased Fees and any interest to us immediately;
   2. exercise any rights that we have under this Agreement or that are available to us at law;
   3. obtain judgment and enforce such judgment against you for the money owed;
   4. exercise any rights that we have under any of the Securities;
   5. appoint a debt collector to recover the Unpaid Purchased Fees and any interest;
   6. seek to enforce any guarantee given by any Guarantor/s under Continuing Deed of Guarantee and Subordination;
   7. setoff any future payment due by Us to You;
   8. (whether or not We have exercised any other power) appoint any person or persons to be a receiver of all or any of the Collateral;
   9. without limiting the above, terminate the service to the Borrower under this Agreement, and the Agreement itself, and to exercise all of its rights and remedies against the Client under this Agreement and under any Securities.
3. The rights of the FFNZ under this clause are in addition to any other rights that we may have at law.
4. Except as required by law or the terms of this Agreement, FFNZ need not give any notice before exercising all or any of its rights and powers following a default.

10. Privacy Act

1. The Client gives its express permission, under all applicable laws or legislation (including but not limited to the Privacy Act 1993), for the acquisition, storage or release of any information regarding this application to FFNZ and any of its associated companies for the purpose of credit investigation, monitoring, future reporting or default lodging with any such credit acquiring or credit reporting source, persons nominated by the Client as trade referees, the Client's creditors, potential advisors, bankers and financiers, cash providers, mortgage and trade insurers deemed necessary and those sources may share this default information with any of their customers. The Client warrants that all information given to Us in this application is true and correct and that the Client will advise FFNZ immediately of any material change of any such information. Without limiting the above, the Client also consents to FFNZ using and disclosing the contents of any credit report or personal information but only where such disclosure is:
   1. required or permitted by law;
   2. to any of FFNZ's employees, agents, servants, representatives, subcontractors or related entities;
   3. to FFNZ's legal or other professional advisors; or
   4. authorised by the Client.

11. Tax

1. All payments must be made by the Client under the terms of this Agreement in the amounts inclusive of GST. If the Client is required to reimburse or indemnify for any amount/s, the Client will pay such amount/s plus GST less any GST input tax credit that FFNZ determines it is entitled to claim in respect of such amount/s. Subject to the requirements of the GST Act, if FFNZ gives notice to the Client in relation to such a tax credit/s under this clause and discloses details of such calculation then such determination of amount/s less tax credit/s shall be binding on the client.

12. Assignment

1. FFNZ may at any time assign or otherwise deal with its rights and interests under or in connection with this agreement without the Client's consent. The Client acknowledges it will not assign or otherwise deal with its rights and interests under or in connection with this agreement without FFNZ's consent.

13. Confidentiality

1. The parties pursuant to this Agreement acknowledge that in performing their obligations under this Agreement that they will have access to confidential information of the other party. Both parties agree to keep any and all such information confidential and to use the confidential information of the other party only for the purposes of this Agreement. Each party will ensure that all directors, employees, and agents of that party will comply with the provision of this clause.
2. FFNZ is and remains the owner of all documentation, other physical property and intellectual property that it at any time supplies to the Client in relation to the performance of this Agreement.
3. If requested by FFNZ, the Client shall return to FFNZ all such documentation and other physical property that is in the Client's possession or control at the Client's cost unless otherwise agreed.
4. The Client shall not without FFNZ prior written consent, use logo(s) or trademark(s) or publish any documentation in relation to FFNZ business or any other matter covered by this Agreement (including but not limited to marketing material such as brochures, advertisements, articles, editorials and posters) other than supplied by FFNZ or are first approved by FFNZ.
5. The Client agrees that the obligation contained in this clause will survive the expiry or termination of this Agreement.

14. Applicable Law

1. This Agreement shall be governed by and construed in accordance with the laws of New Zealand and is performable in New Zealand and you submit to the non-exclusive jurisdiction of the New Zealand Courts to deal with any dispute.
2. You acknowledge that you have had the opportunity to take independent legal advice on the legal effect of the contractual arrangements anticipated in this agreement and your obligations under it and have either taken such advice and decided to enter into this agreement or have elected to waive the opportunity to take legal advice and have decided to enter into this agreement in any event.
3. You will not raise as a defence to any enforcement of your obligations under this agreement that you were not given the opportunity to obtain or seek independent legal advice.
4. You agree that an emailed, facsimile or scanned copy of this agreement or any document pertaining to this transaction shall be sufficient for evidential purposes and shall constitute satisfaction of the legislative requirements for enforceability of this agreement.

15. Termination of This Agreement

1. Either party may terminate this agreement by giving the other 30 days written notice.
2. FFNZ may terminate this agreement without notice to the Client if:
   1. The Client fails to pay within due period any monies due to FFNZ related to this agreement; or
   2. If any Client warranty or representation is found to be untrue or misleading in any material respect; or
   3. The Client breaches this Agreement; or
   4. The Client is, or states it is, or may be taken to be unable to pay its debts as they fall due or any form of insolvency proceedings are commenced, in relation to the Client by any person (including service of a petition for winding up which is not paid within 14 days).
3. Upon termination:
   1. all parties must continue to perform their obligations under this agreement in relation to Unpaid Purchased Fees and Purchased Fees; and
   2. this sub-clause and those clauses or parts of clauses which by their nature should survive termination shall survive termination including but not limited to clauses 4, 5, 6, 7, 8, 9, 10, 11, 12, 13 and 15, 16, 18.

16. Waiver

1. We may enforce this Guarantee without first having to take any other steps to require the Borrower or any other person or entity to cure the default, or otherwise take any action respecting collateral or security, or take any other action.
2. You waive any defence based on claims of election of remedies which in any way impairs, diminishes, or extinguishes your subrogation rights, rights to proceed against the Borrower for reimbursement, or any other rights to proceed against any other party or security.
3. You waive all demands, presentments, notices of protest and of dishonour and notices of every kind.

17. Partial Invalidity

1. If any provision of this Agreement is invalid, void or unenforceable at law, such provision shall be severable, be deemed to be deleted from this Agreement and shall not affect the validity, existence, legality or enforceability of the remaining provisions provided the severance does not frustrate this Agreement.

18. Liability

1. To the extent permitted by law, FFNZ and its agents shall not be liable or responsible to the Client for any direct, indirect or consequential injury, loss or damage to the Client or the property of the Client whatsoever and howsoever arising under or in connection with this Agreement.

19. Electronic Communications

1. Under the Unsolicited Electronic Messages Act 2007, you must consent to receiving commercial emails from us. Consent can either be explicit, inferred or deemed. We will infer that we have your consent to send you commercial emails from time to time unless you inform us otherwise by letter or email. The email address for unsubscribing to commercial email is info@feefunders.co.nz.
2. The business relationship between you and FFNZ will be conducted under the provisions of the Contract and Commercial Law Act 2017, pursuant to which we are permitted to conduct our business with you electronically and in doing so:
   1. any electronic communication from us to you will be in a form which will be able to be saved by you, will be able to be printed by you or will be usable by you for subsequent reference;
   2. any electronic communication from us to you will either direct you to a website from which the document can be downloaded, or the communication will have an attachment containing the information;
   3. we will retain a copy of the electronic communication for such time as we are required to by law in a form which complies with the law; and
   4. we intend to communicate with you electronically in all matters where we are able to by law, and we expect that you will regularly check your electronic communication systems (email and SMS in particular, and fax where applicable) to see if there is any electronic communication from us.

20. Contracting Out

1. FFNZ, the Client and any Guarantor: (i) agree to contract out of the provisions of the Consumer Guarantees Act 1993, and sections 9, 12A and 13 of the Fair Trading Act 1986, and they agree that it is fair and reasonable to do so; and (ii) acknowledge and agree that this Agreement is not a "consumer credit contract" for the purposes of the Credit Contracts and Consumer Finance Act 2003.

21. Term

1. This agreement will continue until terminated by either party.