Pioneer Bank Suit

CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) INDEX NO.
INDEX NO. UNASSIGNED

NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 10/18/2019
SUPREME COURT OF THE STATE OF NEW YORK

COUNTY OF ALBANY
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:
PIONEER BANK, :
: Index No.: _______________
Plaintiff, :
:
-against- :
:
MICHAEL T. MANN; VALUEWISE CORPORATION
:
d/b/a APOGEE, d/b/a OPTIX CONSULTING, and d/b/a
:
PRIMACY SEARCH GROUP; ROSS PERSONNEL
:
CONSULTANTS, INC.; ALWAYS LIVE HOLDINGS,
:
LLC; KANINGO, LLC; CLOUD PAYROLL, LLC;
:
HIRE FLUX, LLC; HIRE FLUX HOLDINGS, LLC;
:
MYPAYROLLHR.COM, LLC; and HEUTMAKER
:
BUSINESS ADVISORS, LLC,
:
Defendants. :
:
:
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VERIFIED COMPLAINT
Plaintiff Pioneer Bank (“Pioneer”), by and through its undersigned attorneys, brings this
Verified Complaint against Defendants Michael T. Mann (“Mann”), Valuewise Corporation, d/b/a
Apogee, Optix Consulting, and Primacy Search Group (collectively, “Valuewise”), Ross
Personnel Consultants, Inc. (“RPC”), Always Live Holdings, LLC (“ALH”), Kaningo, LLC
(“Kaningo”), Cloud Payroll LLC (“Cloud Payroll”), Hire Flux, LLC (“Hire Flux”),
MyPayrollHR.Com, LLC (“MyPayroll”), Heutmaker Business Advisors, LLC (“HBA”), and Hire
Flux Holdings, LLC (“HFH,” and collectively, the “Defendants”), and alleges as follows:
NATURE OF THE CASE
1. This case concerns the Defendants’ failure to repay a $42 million credit facility
pursuant to the applicable loan documents.
This is a copy of a pleading filed electronically pursuant to New York State court rules (22 NYCRR §202.5-b(d)(3)(i))
which, at the time of its printout from the court system's electronic website, had not yet been reviewed and
approved by the County Clerk. Because court rules (22 NYCRR §202.5[d]) authorize the County Clerk to reject
filings for various reasons, readers should be aware that documents bearing this legend may not have been
accepted for filing by the County Clerk. 1 of 44
CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) INDEX NO. UNASSIGNED
2. In August 2019, Pioneer extended a $42 million revolving line of credit facility (the
“Loan”) to Valuewise, RPC, MyPayroll, HBA, Kaningo, Cloud Payroll, Hire Flux, ALH, and HFH
(collectively, the “Borrowers”). The Loan was an expansion of an existing credit facility.
3. The Loan is guaranteed by Mann.
4. Mann owns and/or holds ownership interest (directly or indirectly) in all of the
corporate Defendants.
5. The Loan is in default. Despite demand, the Defendants have failed to pay Pioneer
all amounts due and owing on the Loan.
PARTIES
6. Plaintiff Pioneer is a stock bank organized and existing under the laws of the State
of New York having an address of 652 Albany Shaker Road, Albany, New York 12180-3999.
7. Defendant Mann is an adult individual and a citizen of New York State, residing at
287 South Shore Road, Edinburg, New York 12134. Upon information and belief, Mann controls
and/or owns all of the corporate and company Defendants.
8. Defendant Valuewise is a Delaware corporation, with its chief executive office
located at 855 Route 146 Suite 220 and/or Suite 240, Clifton Park, New York 12065. Valuewise
also does business in the names of: (a) Apogee, (b) Optix Consulting, and (c) Primacy Search
Group.
9. Defendant RPC is a Connecticut corporation, with an address of 855 Route 146
Suite 220 and/or Suite 240, Clifton Park, New York 12065.
10. Defendant ALH is a Delaware limited liability company, with an address of 855
Route 146, Suite 220 and/or Suite 240, Clifton Park, New York 12065.
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11. Defendant Kaningo is a Delaware limited liability company with an address of 855
Route 146, Suite 220 and/or Suite 240, Clifton Park, New York 12065.
12. Defendant Cloud Payroll is a Delaware limited liability company with an address
of 855 Route 146 Suite 220 and/or Suite 240, Clifton Park, New York 12065.
13. Defendant Hire Flux is a Delaware limited liability company with an address of
855 Route 146 Suite 220 and/or 240, Clifton Park, New York 12065.
14. Defendant HFH is a Delaware limited liability company, with an address of 855
Route 146 Suite 220 and/or 240, Clifton Park, New York 12065.
15. Defendant MyPayroll is a Massachusetts limited liability company, with an address
of 855 Route 146 Suite 220 and/or 240, Clifton Park, New York 12065.
16. Defendant HBA is a Delaware limited liability company, with an address of 855
Route 146 Suite 220 and/or 240, Clifton Park, New York 12065.
JURISDICTION AND VENUE
17. The Court may exercise jurisdiction over Mann because he is a citizen of the State
of New York. The Court may exercise jurisdiction over the corporate and company Defendants
pursuant to CPLR § 302(a)(1) because, upon information and belief, they transacted business
within the State of New York, including, but not limited to, commercial business bank transactions
with Pioneer in New York.
18. This Court has jurisdiction over this matter pursuant to N.Y. Const., art VI, § 7.
19. Venue is proper in this Court pursuant to CPLR § 503 because Albany County is
where Pioneer resides.
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FACTUAL ALLEGATIONS
A. The Loan
20. On or about August 12, 2019, Pioneer and the Borrowers entered into a Loan and
Security Agreement (the “Loan and Security Agreement”) whereby Pioneer agreed to make the
Loan to the Borrowers, and the Borrowers granted, among other things, a blanket lien to Pioneer
in all of the Borrowers’ assets. A true and correct copy of the Loan and Security Agreement is
attached hereto as Exhibit A. The Loan was an expansion of a previously existing credit facility
from Pioneer.
21. The Loan and Security Agreement defines “Collateral” as “all of the [Borrowers’]
present and future right, title and interest in and to any and all of the personal property of the
[Borrowers] whether such property is now existing or hereafter created, acquired or arising and
wherever located from time to time, including without limitation: (i) accounts; (ii) chattel paper;
(iii) goods; (iv) inventory; (v) equipment; (vi) fixtures[;] (vii) farm products; (viii) instruments;
(ix) investment property; (x) documents; (xi) commercial tort claims; (xii) deposit accounts; (xiii)
letter-of-credit rights; (xiv) general intangibles; (xv) supporting obligations; and (xvi) records of,
accession to and proceeds and products of the foregoing.” See Loan and Security Agreement at §
2.2(d).
22. The Loan is evidenced by a Revolving Demand Note (the “Note”) dated August
12, 2019, by the Borrowers in favor of Pioneer, in the original principal amount of $42 million. A
true and correct copy of the Note is attached hereto as Exhibit B.
23. All sums due and owing to Pioneer by the Borrowers are guaranteed by Mann
pursuant to an Unlimited Guaranty dated August 12, 2019 (the “Guaranty” and together with the
Loan and Security Agreement, the Note, and all other documents executed in connection with or
4
evidencing the Loan, the “Loan Documents”). A true and correct copy of the Guaranty is attached
hereto as Exhibit C.
24. Under the Note and Loan and Security Agreement, the Borrowers are liable for all
costs and expenses incurred or paid by Pioneer in enforcing any of Pioneer’s rights and/or
collecting or attempting to collect payment on the amount due and owing thereunder, including,
but not limited to, attorneys’ fees.
B. The Defendants Default Under the Loan Documents.
25. In September 2019, a number of the Borrowers ceased operations.
26. By letter dated September 11, 2019, Pioneer notified Mann and the Borrowers of
the multiple defaults under the Loan Documents and demanded payment in full of all amounts
owed thereunder. Despite this demand, Mann and the Borrowers have failed to pay the amounts
owed under the Loan Documents. The Borrowers have also failed to deliver the Collateral to
Pioneer as required by the Loan and Security Agreement.
27. As of October 15, 2019, the outstanding balance due under the Loan Documents
was $35,839,912.81 (consisting of principal in the amount of $35,490,894.90, interest in the
amount of $341,853.26, and late fees in the amount of $7,164.65) plus attorneys’ fees and costs
due under the Loan Documents. Interest continues to accrue at the per diem rate of $8,543.08.
Despite demand, the Borrowers and Mann have failed to pay these amounts.
CAUSE OF ACTION I
(Breach of Contract – Against the Borrowers)
28. Pioneer incorporates paragraphs 1 through 27 of this Verified Complaint as if fully
set forth herein.
29. Pioneer has performed all of its obligations under the Loan Documents.
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30. The Borrowers have defaulted under the terms of the Note and Loan Documents,
by reason of, inter alia:
a) failure to pay in full when due the amounts due and owing under the Note
and Loan Documents;
b) failure of the Borrowers to maintain aggregate collateral security value

satisfactory to Pioneer;
c) default of a material liability, obligation, or undertaking of the Borrowers

or a guarantor of an obligation to any other party;
d) the liquidation, termination, or dissolution of one or more of the Borrowers;

and
e) the change in the condition or affairs (financial and otherwise) of the

Borrowers or a guarantor, or the occurrence of any other event or circumstance,
such that Pioneer, in its sole discretion, deems that it is insecure or that the prospects
for timely or full payment or performance of any obligation of the Borrowers or a
guarantor has been or may be impaired.
31. Pioneer has notified the Borrowers of their default and demanded payment in full
of all amounts owed under the Note and Loan Documents.
32. Despite the Borrowers’ defaults and Pioneer’s demand for repayment, the
Borrowers have failed to pay all amounts due and owing under the Note and Loan Documents.
33. Pursuant to the Note and Loan and Security Agreement, the Borrowers are liable
for the payment of all of Pioneer’s costs and expenses incurred in enforcing its rights thereunder
and collecting all amounts owed thereunder.
34. As of October 15, 2019, the outstanding balance due under the Note and Loan
Documents was $35,839,912.81 (consisting of principal in the amount of $35,490,894.90, interest
in the amount of $341,853.26, and late fees in the amount of $7,164.65) plus attorneys’ fees and
costs due under the Loan Documents. Interest continues to accrue at the per diem rate of
$8,543.08.
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CAUSE OF ACTION II
(Breach of Contract – Against Mann)
35. Pioneer incorporates paragraphs 1 through 34 of this Verified Complaint as if fully
set forth herein.
36. Pioneer has performed all of its obligations under the Guaranty and the Loan
Documents.
37. By the Guaranty, Mann guaranteed all sums due and owing to Pioneer by the
Borrowers under the Note and Loan and Security Agreement.
38. The Borrowers have defaulted on their obligations under the Note and Loan and
Security Agreement.
39. By letter dated September 11, 2019, Pioneer notified the Borrowers and Mann of
the Borrowers’ defaults under the Loan Documents, and demanded repayment.
40. Mann has defaulted on his obligations to Pioneer under the Guaranty by failing to
pay all amounts due and owing by the Borrowers under the Note and Loan and Security
Agreement.
41. Under the Guaranty, Mann is liable for the payment of all of Pioneer’s costs and
expenses incurred in enforcing its rights under the Loan Documents, and collecting all amounts
owed thereunder.
42. As of October 15, 2019, the outstanding balance due under the Guaranty and Loan
Documents was $35,839,912.81 (consisting of principal in the amount of $35,490,894.90, interest
in the amount of $341,853.26, and late fees in the amount of $7,164.65) plus attorneys’ fees and
costs due under the Loan Documents. Interest continues to accrue at the per diem rate of
$8,543.08.
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WHEREFORE, as to the above causes of action, Pioneer respectfully prays that the Court:
(A) Enter judgment in favor of Pioneer and against the Borrowers for breach of the Note
in the amount of $35,839,912.81, plus attorneys’ fees and costs, plus interest accrued from October
15, 2019 through the date of entry of judgment at the per diem rate of $8,543.08, plus post-
judgment interest at the applicable legal rate;
(B) Enter judgment in favor of Pioneer and against Mann for breach of the Guaranty in
the amount of $35,839,912.81, plus attorneys’ fees and costs, plus interest accrued on the Loan
from October 15, 2019, through the date of entry of judgment at the per diem rate of $8,543.08,
plus post-judgment interest at the applicable legal rate; and
(C) Grant such other and further relief as this Court deems just and proper.
Dated: October 18, 2019 Respectfully submitted,

Albany, New York
By:
Robert J. Alessi
Jeffrey D. Kuhn
DLA Piper LLP (US)
677 Broadway – Suite 1205
Albany, New York 12207-2996
T: (518) 788-9710
F: (518) 935-9767
E: robert.alessi@us.dlapiper.com
jeffrey.kuhn@us.dlapiper.com
Attorneys for Plaintiff Pioneer Bank
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VERIFICATION
Frank C. Sarratori, being duly sworn, deposes and says:
I am the Executive Vice President and Chief Administrative Officer of Pioneer Bank
("Pioneer"), the plaintiff in the foregoing Verified Complaint. I have read the Verified Complaint
and know the contents thereof; and the same is true to my own knowledge except as to the matters
therein stated to be alleged upon information and belief, and as to those matters I believe them to
be true. My belief, as to those matters therein not stated upon knowledge, is based upon an
examination of Pioneer's books and records. All exhibits attached to the Verified Complaint are
true and correct copies of the documents they purport to be.
This verification is made by me pursuant to CPLR § 3020(d)(1) because Pioneer is a
domestic stock bank. All of the material allegations in the Verified Complaint are within my
personal knowledge.
F ánk C. S tori
Executive Vice President, Chief
Administrative Officer
Sworn to before me this
day of October, 2019
Notary Public
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EXHIBIT A
LOAN AND SECURITY AGREEMENT
This LOAN AND SECURITY AGREEMENT (this "Agr66ñiênt") is entered into at Troy, New York,
as of August Û , 2019 between Valuewise Corporation, a Delaware corporation, with its
chief executive office located at 855 Route 146 STE 220, Clifton Park, New York 12065 Ross
Personnel Consultants, inc., a Conr:÷etieüt corporation, with an address of 855 Route 146 STE
240, Clifton Park, New York 12065, Always Live Holdings, LLC, a Delaware limited liability
company, with an address of 855 Route 146 STE 240, Clifton Park, New York 12065, Kaningo, LLC a
Delawars limited liability canipany with an address of 855 Route 146 STE 240, Clifton Park, New
York 12065, Cloud Payroll, LLC a Delaware limited liability company with an address of 855 Route
146 STE 240, Clifton Park, New York 12065, Hire Flux, LLC a Delaware limited liability company
with an address of 855 Route 146 STE 240, Clifton Park, New York 12005, Hire Flux Holdings
LLC, a Delaware limited liability company, with an address of 855 Route 146 STE 240, Clifton
Park, New York 12065, MyPayrollHR.Com, LLC, a Massachusetts limited !iability company,
with an address of 855 Route 146 STE 240, Clifton Park, New York 12065, Heutmaker
Business Advisors, LLC, a Delawars limited liability company, with an address of 855 Route 146
STE 240, Clifton Park, New York 12065 and Viverant LLC, a New York limited liability cornpany,
with an address of 855 Route 146 STE 240, Clifton Park, New York 12065 (collectively, the "Borrower")
and Pioneer Savings Bank, a Savings Bank, with an address of 652 Albany Shaker Road, Albany, New
York 12180-3999 (the "Bank").
FOR VALUE RECElVED, and in consideration of the granting by the Bank of financial
accommodations to or for the benefit of the Borrower, without Prn!tat!nn the

including respecting
Oblis iiuns (as hereinafter defined), the Borrower represents to and agrees with the Bank, as of the date
hereof and as of the date of each loan, credit and/or other financial eccommodation, as follows:
1. THE LOAN
1.1 Loan(s).
Bank agrees, from time to time, in its sole discretion, to make loans (collectively, the
"Loans") to or for the account of Borrower, upon Borrower's request therefer, in such amounts as shall be
mutually agreed upon, subject to the terms and conditions set forth herein. Loans shall be evidenced by
one or more notes issued by the Borrower in favor of the Bank (collectively, and each a "Note"). This
Agreement, each Note and any and all other documents, arhendments or renewals executed and
delivered in connection with any of the foregoing are coliéctively hereinafter referred to as the "Loan
Documents".
1.2 Revolving Loans. Bank agrees, in its sole discretion, to make revolving loans (the
"Revolving
Loans") to or for the account of Borrower, upon Borrower's request therefor, in such amounts as may from
time to time be established by Bank, provided there is no continuing uncured Event of Default (as
hereinafter defined) and subject to the terms and conditións set forth herein, but in no event in excess of
the Borrowing Base, as such term is hereinafter defined and as calculated in a borrowing base certificate
in the form of Exhibit A, attached hereto, and delivered to the Bank prior to each advance under the
Revolving Loan or as otherwise required by the Bank.
1.3 Revolving Loan Account. An account shall be opened on the books of Bank in which account a
record will be kept of all Revolving Loans, and all payments thereon and other appropriate debits and
credits as provided by this Agreement.
1.4 Interest. Interest respecting the Revolving Loans will be charged to Borrower on the principal
amount from time to time outstanding at the interest rate specified in the Revolving Note in accordance
with the terms of the Revolving Note.
1.1 Demand and Annual Review. All loans and advances made respecting the Revolving Loans shall
be payable to Bank on the earlier of the Maturity Date or upon DEMAND, notwithstanding the inclusion of
events of default in this Agreement or in any other Loan Document and whether or not any event of
default has occurred under this Agreement or any of the Loan Documents. Notwithstanding that all loans
and advances made by Bank to Borrower under or pursuant to this Agreement respecting the Revolving
Loans shall be due and payable on the earlier of the Maturity Date or upon DEMAND, the Bank's
agreement to advance funds respecting the Revolving Loans shalf be subject to annual review; and there
shall be no further advances respecting the Revolving Loans unless the Bank, in its sole discretion,
determines that it shall continue to make advances after any such annual review; provided, that
notwithstanding such annual review as provided in this paragraph, all loans and advances made shall be
due and payable on the earlier of the Maturity Date or upon DEMAND.
1.2 Overadvances. Any Revolving Loans that may be made, at the Bank's sole discretion, in excess
of the Revolving Loan Amount shall not limit the obligations of Borrower or any of the Bank's rights or
comedies hereunder or under the Loan Documents or otherwise; all such Revolving Loans shall be
secured by the Collateral, as hereinafter defined, and shall be due and payable to the Bank in accordance
with the terms of the Revolving Note, and shall bear interest at the rate set forth in the Revû|ving Note.
All checks or other items paid by Bank which cause an overdraft in any deposit account ment?hd by
Borrower with Bank shell, at the option of the Bank, constitutean advance to Borrower pursuant to this
Agreement respecting the Revolving Loans, repayable on demand, and shall be secured by all Collateral.
1.3 Authorized Persons; Advances. Any person duly authorized by a general borrowing resolution of
the Borrower, or in the absence of such a resolution, the President, Treasurer or any Vice President of
the Borrower, or any person otherwise authorized in this paragraph, may request discretionary loans
hereunder, either orally or otherwise, but the Bank at its option may require that all requests for loans
hereunder shall be in writing. The Bank shall incur no liability to Borrower in acting upon any request
referred to herein which the Bank believes in good faith to have been made by an authorized person or
persons. Each loan hereunder may be credited by Bank to any deposit account of Borrower with Bank or
with any other Bank with which Borrower maintains a deposit account, or may be paid to Borrower (or as
Borrower instructs) or may be applied to any Ob!igations, as Bank mayin each instance elect.
1.4 Monthly Statement. At the option of the Bank, after the end of each month, Bank will render to
DOrrower a statement of the Revolving Loan account, showing all applicable credits and debits. Each
statement shall be considered correct and to have been accepted by Borrower and shall be conclusively
binding upon Borrower In respect of all charges, debits and credits of whatsoever nature contained
therein respecting the Revolving Loans, and the closing balance shown therein, unless Borrower notifies
Bank in writing of any discrepancy within Twenty (20) days from the mailing by Bank to Borrower of any
such monthly statement.
2. GRANT OF SECURITY INTEREST
2.1 Grant of Security interest. In consideratión of the Bank's extending credit and other financial
accommodations to or for the benefit of the Borrower. the Borrower hereby grants to the Bank a security
interest In, a lien on and pledge and assignment of the Collateral (as hereinafter defined), The security
interest granted by this Agreement is given to and shall be held by the Bank as security for the payment
and performance of all Obligations, including, without limitation, all emounts outstanding pursuant to the
Loan Documents.
2.2 Definitions. The following definitions shall apply:
Receivable"
(a) "Accounts shall mean all Borrower's accounts, accounts receivable, instrurnents,
documents, chattel paper, payment intangibles and all other debts, obligations and liabilities in
whatever form owing to Borrower from any person for goods sold by it or for services rendered
by it, or however otherwise established or created, all supporting obligations with respect
thereto, all right, title and interest of Borrower in the goods or services which gave rise thereto,
including rights to reclamation and stoppage in transit and all rights of any unpaid seller of
goods or services; whether any of the foregoing be now existing or hereafter arising, now or
hereafter received by or owing or belonging to Borrower.
Base"
(b) "Borrowing shall mean an amount not to exceed the following as shown on Bank's
records at any time and as reported by Borrower at the time of each loan request and at least
monthly in a Borrowing Base Certificate as required by this Agreement:
(i) 80% of the unpaid face amount of all Eligible Accounts (as hereinafter defined) of
Valuewise Corporation not more than 90 days from the due date of invoice for which
invoices have been issued and are payable.
(ii) 30% of the unpaid face amount of all Eligible Accounts (as hereinafter defined) of
Viverañt, LLC not more than 90 days from the due date of invoice for which invoices have
been issued and are payable.
Rule"
"Margin once more than 10% of an existing receivable has aged beyond 90 days of
the due date for the same customer, all current entity-specific receivables are excluded
from eligibility.
"Code"
(c) shall mean the New York Uniform Commercial Code as amended frorn time to time.
"Collateral"
(d) shall mean all of the Borrower's present and future right, title and interest in and to
any and all of the personal property of the Borrower whether such property is now existing or
hereafter created, acquired or arising and wherever focated from time to time, including
without limitation:
(i) accounts;
(ii) chattel paper;
(iii) goods;
(iv) inventory;
(v) equipment;
(vi) fixtures
(vii) farm products;
(viii)instruments;
(ix) investment property;
(x) documents;
(xi) commercial tort claims;
(xii) deposit accounts;
(xiii)letter-of-credit rights;
(xlv)general intangibles;
(xv) supporting obligations; and
(xvi)records of, accession to and proceeds and products of the foregoing.
"Debtors"
(e) shall mean the Borrowers customers who are indebted to the Borrower.
Account"
(f) "Eligible shall mean an Account Receivable which initially and at all tlrnes until
collected in full:
(1) arose in the ordinary course of business from the domestic performance of services or the
outright sale of goods; such services have been performed or such goods have been shipped
to the account debtor; and in the case of goods, Borrower has possession of or has delivered
to Bank shipping and delivery receipts evidencing shipment;
01) is not owed by an account debtor who is a supplier, ernployee or parent, subsidiary or
other affiliate of Borrower;
(iii) is not evidencedby a promissory note or other instrument, is subject to a first priority
perfected security interest in favor of Bank, is not subject to any other lien or other
encumbrance and has not been sold or factored;
(iv) is not owed by an account debtor whose principal place of business is located outside of
the United States of America; provided, however, that such account may constitute an Eligible
Account if it is payable in US Dollars and (i) if foreign credit insurance (satisfactsiy to Bank in
all respects) is obtained for such account listing the Bank as an additional insured, or (ii) if it is
supported by letter(s) of credit, in form and substance satisfactory to the Bank, issued to
Borrower by financlel institution(s) acceptable to Bank, assigned by Borrower to the Bank and
the original of which has been delivered to the Bank;
(v) is a non-contingent that is not subject to set-off, credit, defense,

obligation warranty claim,
allowance or adjustment by the account debtor except normal discount allowed in the ordñary
course for prompt payment, and such account debtor has not cúmpiäined as to its liability
thereon nor returned any of the subject goods;
(vi) did not arise out of any sale with respect to which goods are placed on consignment,
guaranteed sale, sale or retum, sale on approval, bill and hold, or other terms making the
payrnani by the account debtor conditional;
(vil) did not arise out of any sale made on an advanced billing, bill and hold, dating or delayed
shipment basis;
(viii)did not arise out of any sale respecting which the Borrower's obligations have been
bonded or to the extent such sale is subject to any retainage requirement;
(ix) is owed by an eccount debtor as to which Borrower has received no notice and has no
kñowiedge of bankruptcy, insolvency or other facts which make co||ectica doubtful, and has
not been turned over to a collection agency or attorney;
(x) respecting which the account debtor is not located in any state denying creditors access
to its courts in the absence of such creditor's qualification to conduct business as a foreign
corporation in such state or complying with other filing or reporting requirements, unless
Borrower has made all legally required filings and reports, obtained any necessary
authorizations or certificates to do business, and paid any applicable taxes and/or fees to the
applicable state agency in such state;
(xi) if owed by the United States of America, has upon Bank's request therefor, been properly
assigned to the Bank pursuant to the Federal Assignment of Claims Act, and is not subject to
any right of offset or other claims; and
(xii) has not been designated by Bank in its reasonable discretion as unacceptable for any
reason by notice to Borrower setting forth the reason for such designation.
"Obligation(s)"
(a) mean,shallwithout limitation, all loans, advances, indebtedness, notes,
liabilities and liquidated
amounts, or unliquidated, owing by the Borrower to the Bank at any
time, of each kind, nature and description,
and every whether arising under this Agreement or
otherwise, and whether secured or unsecured, direct or indirect (that is, whether the same are
due directly by the Borrower to the Bank; or are due indirectly by the Borrower to the Bank as
endorser, guarantor or other surety, or as borrower of obligations due third persons which
have been
endorsed or assigned to the Bank, or otherwise), absolute or centingeñt, due or to
become due, now existing or hereafter arising or contracted, including, without limitation,
paymeñ‡ when due of all arncüñts outstanding respecting any of the Loan Documents. Said
term shall also include all interest and other charges chargeable to the Borrower or due from
the Borrower to the Bank from time to time and all costs and expenses referred to in this
Agreernent.
"Person" "party"
(b) or shall mean individuals, partnerships, corporations, limited liability
companies and all other entities.
All words and terms used in this Agreement other than those specifically defined herein shall
have the meanings accorded to them in the Code.
2.3 Ordinarv Course of Business. The Bank hereby authorizes and permits the Borrower to hold,
process, sell, use or consume in the manufacture or processing of finished goods, or otherwise dispose of
inventory for fair consideration, all in the cidiñai-y course of the Borrower's business, excluding, without
limitation, sales to creditors or in bulk or sales or other dispositions occurring under circum±nces which
would or could create any lien or interest adverse to the Bank's security interest or other right hereunder
in the proceeds resulting therefrom. The Bank also hereby authorizes and permits the Borrower 10
receive from the Debtors all amounts due as proceeds of the Collateral at the Borrower's own cost and
expense, and also liability, if any, subject to the direction and control of the Bank at all times; and the
Bank may at any time, without cause or notice, and whether or not an Event of Default has occurred or
demand has been made, terminate all or any part of the authority and permission herein or elsewhere in
this Agreement granted to the Borrower with reference to the Collateral, and notify Debtors to make all
paym6ñts due as proceeds of the Collateral to the Bank. Until Bank shall otherwise notify Barrower, all
proceeds of and collections of Collateral shall be retained by Borrower and used solely for the ordinary
and usual opemtion of Borrower's business, From and after notice by Bank to Borrower, all proceeds of
and collections of the Collateral shall be held in trust by Borrower for Bank and shall not be commingled
with Borrower's other funds or deposited in any Bank account of Borrower; and Borrower agrees to
deliver to Bank on the dates of receipt thereof by Borrower, duly endorsed to Bank or to bearer, or
assigned to Bank, as may be appropriate, all proceeds of the Collateral in the identical form received by
Borrower.
2.4 Allowances. Absent an Event of Default the Borrower may grant such allowances or other
adjustments to Debtors (exclusive of extending the time for payment of any item which shall not be done
without first obtaining the Bank's written consent in each instance) as the Borrower may reasonably deem
to accord with sound business practice, including, without limiting the generality of the foregoing.
accepting the return of all or any part of the inventory (subject to the provisions set forth in this Agreement
with reference to returned inventory).
2.5 Records. The

Barrawer shall hold its books and records relating to the Collateral segregated
from all the Borrower's other books and records in a manner satisfactory to the Bank; and shall deliver to
the Bank from time to tirne promptly at its request all invoices, original documents of title, contracts,
chattel paper, instruments and any other writings relating thereto, and other evidence of performance of
contracts, or evidence of shiprñênt or delivery of the merchandise or of the rendering of services; and the
Borrower will deliver to the Bank picinptly at the Bank's request from iime to time additional copies of any
or all of such papers or writings, and such other information with respect to any of the Collateral and such
schedules of inventory, schedules of accounts and such other writings as the Bank may in its sole
discretion deem to be necessary or effectual to evidence any loan hereunder or the Bank's security
interest in the Collateral.
2.6 Legends. The Borrower shall promptly make, stamp or record such entries or legends on the
Borrower's books and records or on any of the Cellateral (including, without ||mitatiGñ, chattel paper) as
Bank shall request from time to time, to indicate and disclose that Bank has a security interest in such
Collateral.
2.7 Inspection. The Bank, or its representatives, at any time and from time to time, shall have the
right at the sole cost and expense of Borrower, and the Borrower will permit the Bank and/or its
representatives: (a) to examine, check, make copies of or extracts from any of the Borrower's books,
records and files (including, without limitation, orders and original correspondence); (b) to perform field
exams or otherwise inspect and examine the Collateral and to check, test or appraise the same as to
quality, quantity, value and condition; and (c) to verify the Collateral or any portion or portions thereof or
the Borrower's compliance with the provisions of this Agreement.
2.8 Purchase Money Security Interests. To the extent the Borrower uses proceeds of any loans to
"first-in-first-out"
purchase Collateral, the repayment of such loans shall be on a basis so that the portion
of the loan used to purchase a particular item of Collateral shall be repaid in the order in which Borrower
purchased such item of Collateral.
2.9 Search Reports.

Bank shall receive prior to the date of this Agreement UCC search results under
all narnes used
by the Borrower during the prior five (5) years, from each jurisdiction where any Callateral
is located, from the State, if any, where the Borrower is organized and registered (as such terms are used
in the Code), and the State where the Borrower's chief executive office is located. The search results
shall confirm that the security interest in the Collateral granted Bank hereunder is prior to all other security
interests in favor of any other person.
3. REPRESENTATIONS AND WARRANTIES
3.1 Organization and Qualification.

Borrower is a duly organized and validly existing corporation
under the laws of the State of its incorporation with the exact legal name set forth in the first paragraph of
this Agreement. Borrower is in good standing under the laws of said State, has the power to own its
property and conduct its business as now conducted and as currently proposed to be conducted, and is
duly qualified to do business under the laws of each state where the nature of the business done or
property owned requires such qualification.
3.2 Subsidiaries. Borrower has no subsidiaries other than those listed on Schedule 3.2, if any, and
the Barrower has never consolidated, merged or acquired substantially all of the assets of any other entity
or person other than those listed on Schedule 3.2, if any.
3.3 Corporate Records. Borrower's corporate charter, articles or certificate of organization or

incorporation and all amendments thereto have been duly filed and are In proper order. All outstanding
capital stock issued by the Borrower was and is properly issued and all books and records of the
Borrower, including but not fimited to its minute books, bylaws and books of account, are accurate and up
to date and will be so maintained.
3.4 Title to Properties; Absence of Liens. Borrower has good and clear record and marketable title
to all of its properties and assets, and all of Its properties
arid assets including the Collateral are free and
clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, other than the security interest
therein granted to the Bank and (a) the mortgages, deeds of trust and security interests as set forth on
Schedule 3.4, if any, and (b) the leases of personal property as set forth on Schedule 3.4, if any.
3.5 Places of Business, Borrower's chief executive office is correctly stated in the preamble to this
Agreement, and Borrower shall, during the term of this Agreement, keep the Bank currently and
accurately informed in writing of each of Its other places of business, and shali not change the location of
such chief executive office or open or close, move or change any existing or new place of business
without giving the Bank at least thirty (30) days prior written notice thereof.
3.6 Valid Obligations. The execution, delivery and performance of the Loan Documents have been
duly authorized by all necessary corporate action and each represents e legal, valid and binding
obligation of Borrower and is fully enforceable according to its terms, except as limited by laws relating to
creditors'
the enforcement of rights.
3.7 Conflicts. There is no provision in Borrower's organizational or charter documents, if any, or in

any indenture, contract or agreement to which Borrower is a party which prohibits, limits or restricts the
execution, delivery or performance of the Loan Documents.
3.8 Govemmental Approvals. The execution, delivery and performance of the Loan Documents does
not require any approval of or filing with any governmental agency or authority,
3.9 Litigation, etc. There are no actions, claims or proceedings pending or to the knowledge of
Borrower threatened against Borrower which might materially adversely affect the ability of Borrower to
conduct its business or to pay or perform the Obligations.
3.10 Accounts and Contract Rights. All accounts arise out of legally enforceable and existing
contracts, and represent unconditional and undisputed bona fide |ñdebtedness by a Debtor, and are not
and will not be subject to any discount (except such cash or trade discount as may be shown on any
invoice, contract or other writing delivered to the Bank). No contract right, account, general intangible or
chattel paper is or will be represented by any note or other instrument and no contract right, account or
general intangible is, or will be represented by any conditional or instaumêñt sales obligation or other
chattel paper, except such instruments or chattel paper as have been or immediately upon receipt by the
Borrower will be delivered to the Bank (duly endorsed or assigned), such delivery, in the case of chattel
paper, to include all executed copies except those in the possession of the Installment buyer and any
security for or guaranty of any of the Collateral shall be delivered to the Bank immedetely upon receipt
thereof by the Borrower, with such assignments and endorsements thereof as the Bank may request.
3.11 Title to Collateral. At the date hereof the Borrower is (and as to Co!!etere! that the Borrower roay
acquire after the date hereof, will be) the lawful owner of the Collateral, and the Collateral and each item
thereof is, will be and shall continue to be free of all restrictions, liens, encurnbrances or other rights, title
or interests (other than the security interest therein granted to the Bank), credits, defenses, recoupments,
set-offs or counterclaims wiretseever. The Borrower has and wiff have full power and authority to grant to
the Bank a security interest in the Collateral and the Borrower has not transferred, assigned, sold,
pledged, encumbered, subjected to lien or granted any security interest in, and will not transfer, assign,
sell (except sales or other dispositions in the ordinary course of business in respect to inventory as
expressly perrnitted in this Agreement), pledge, éñcüñiber, subject to lien or grant any security interest in
any of the Collateral (or any of the Borrower's right, title or interest therein), to any person other than the
Bank. The Collateral is and will be valid and genuine in all respects. The Borrower will warrant and
defend the Bank's right to and interest in the Collateral against all claims and demands of all persons
whatsoever.
3.12 Location of Collateral. Except

for sale, processing, use, consumpticñ or other disposition in the
ordinary course of
business, Borrower the
will keep all inventory and equipment only at locations
specified in this Agreement or specified to the Bank in writing. The Borrower shall, during the term of this
Agreement, keep the Bank currently and accurately informed in writing of each focation where the
Borrower's records relating to its accounts and contract rights, respectively, are kept, and shall not
remove such records or any of them to another location without giving the Bank at least thirty (30) days
prior written notice thereof.
3.13 Third Parties. The Bank shall not be deemed to have assurned any liability or responsibnity to the
Borrower or any third person for the correctness, validity or genuineness of any instruments or documeals
thatmay be released or endorsed to the Borrower by the Bank (which
shall automatically be deemed to
be without recourse to the Bank in any event) or for the existence, character, quantity, quality, condition,
value or delivery of any goods purparting to be represented by any such documents; and the Bank, by
accepting such security interest in the Collateral, or by releasing any Collateral to the Borrower, shall not
be deemed to have assumed any obligation or liability to any supplier or Debtor or to any other third party,
and the Sorrower agrees to indemñify and defend the Bank and hold it harmless in respect to any claim
or proceeding arising out of any matter referred to in this paragraph.
3.14 Payment of Accounts, Each account or other item of Collateral, other than inventory and
equipment, will be paid in full on or before the date shown as its due date in the schedule of Collateral, in
the copy of the invoice(s) relating to the account or other Collateral or in contracts relating thereto. Upon
any suspeñsicñ of business, assigñrñeñt or trust mortgage for the benefit of creditors, dissolution, petition
in receivership or under any chapter of the Bankruptcy Code as amended from time to time by or against
any Debtor, any Debtor becoming insolvent or unable to pay its debts as they mature or any other act of
the same or different nature amounting to a business failure, the Borrower will immediately notify the
Bank thereof.
3.15 Taxes.
The Borrower has filed all Federal, state and other tax retums required to be filed (except
for such returns
for which current and valid extensions have been filed), and all taxes, assessments and
other gõvernmental charges due from the Borrower have been fully paid, The Borrower has established
on its books reserves adequate for the payment of all Federal, state and other tax liabilities (if any).
3,16 Use of Proceeds. No portion of any loan is to be used for (i) the purpose of purchasing or
security" stock"
carrying any "margin or "margin as such terms are used in Regulations U and X of the
Board of Governors of the Federal Reserve System, 12 C.F.R. 221 and 224 or (ii) primar"y personal,
family or household purposes. The Collateral is not used or acquired primarily for personal, family or
household purposes.
3.17 Environmental. As hereof

of the
neither datethe Borrower nor any of Borrower's agents,
employees or indepeñdeñt (1) have caused or are aware of a release or threat of release of
contractors
Hazardous Materials (as defined herein) on any of the premises or personal property owned or controlled
by Borrower ("Controlled Property") or any property abutting Controlled Propedy ("Abutting Property"),
which could give rise to liability under any Environmental Law (as defined herein) or any other Federal,
state or local law, rule or regulation; (2) have arranged for the transport of or transported any Hazardous
Materials in a manner as to violate, or result In potential liabilities under, any Environmental Law; (3) have
received any notice, order or demand from the Environmental Protection Agency or any other Federal,
Environmenta'
state local agency
or under any Law; (4) have Incurred any liability under any
Environmental Law in connection with the mismanagement, improper disposai or release of Hazardous
Materials; or (5) are aware of any inspection or investigation of any Controlled Property or Abutting
Property by any Federal, state or local agency for possible violations of any Environmental Law.
To the best of Borrower's knowledge, neither Borrower, nor any prior owner or tenant of any
Controlled Property, committed or omitted any act which caused the release of Hazardous Materials on
such Controlled Property which could give rise to a fien thereon by any Federal, state or local
government, No notice or statement of claim or lien affecting any Controlled Property has been recorded
or filed in any public records by any Federal, state or local government for costs, penalties, fines or other
charges as to such property. All notices, permits, licenses or similar authorizations, if any, required to be
obtained or filed
in connection with the ownership, operation, or use of the Controlled Property, including
without limitation, the past or present generation, treatment, storage, disposal or release of any
Hazardous Materials into the environment, have been duly obtained or filed.
Borrower agrees to indemnify and hold the Bank harmless from all liability, loss, cost, damage
and expense, including attomey fees and costs of litigation, arising from any and all of its violations of any
Environmental Law (including those arising from any lien by any Federal, state or local govemment
arising from the presence of Hazardous Materials) or from the presence of Hazardous Materials located
on or emanating from any Controlled Property or Abutting Property whether existing or not existing and
whether known or unknown at the time of the execution hereof and regardless of whether or not caused
by, or within the control of Borrower. Borrower further agrees to reimburse Bank upon dernand for any
costs incurred by Bank in connection with the foregoing. Berrõüér agrees that its obliptions hereunder
shall be continuous and shall survive the repayrnent of all debts to Bank and shall continue so fong as a
valid claim may be lawfully asserted against the Bank.
Materials"
The term "Hazardous includes but is not limited to any and all substances (whether solid,
liquid or gas) defined, listed, or otherwise classified as pollutants, hazardous wastes, hazardous substances,
hazardous materials, extremely hazardous wastes, or words of similar meaning or regulatory effect under any
present or future Environmental Law or that may have a negative impact on human health or the
environment, including but not fimited to petroleum and petroleum products, asbestos and asbestos-
cantaining materials, polychlorinated biphenyls, lead, radon, radioactive materials, flammables and
explosives.
Law"
The term "Environmental means any present and future Federal, state and local laws, statutes,
ordinañces, rules, regulations and the like, as well as common law, relating to protection of human health or
the environment, relating to Hazardous Materies, relating to liability for or costs of remediation or prevention
of releases of Hazardous Materials or relating to liability for or costs of other actual or threatened danger to
Law"
human health or the environment. The term "Environmental includes, but is not limited to, the folicwiñg
statutes, as amended, any successor thereto, and any regulations promulgated pursuant thereto, and any
state or local statutes, ordinances, rules, regulations and the like addressing similar issues: the
Comprehensive Environmental Response, Compensation and Liability Act; the Emergency Planning and
Community Right-to-Know Act; the Hazardous Materials Transportation Act; the Resource Conservation and
Recovery Act (including but not limited to Subtitle I relating to underground storage tanks); the Solid Waste
Disposal Act; the Clean Water Act; the Clean Air Act; the Toxic Substances Control Act; the Safe Drinking
Water the Occupational
Act; Safety and Health Act; the Federal Water Pollution Control Act; the Federal
insecticide, Fungicide and Rodenticide Act; the Endangered Species Act; the National Environmental Policy
Act; the River and Harbors Apprcpriatioñ Act; and the New York Environmental Conservation Law, Chapter
43-B of the New York Consolidated Laws.
4. AFFIRMATIVE COVENANTS
4,1 Payments and Performance. Borrower will duly and punctually pay all Obligations becoming due
to the Bank and will duly and punctually perform all Obligations on its part to be done or performed under
this Agreement.
4.2 Books and Records; Inspection, Borrower will at all times keep proper books of account in which
full, true and correct entries will be made of its tranoactions in accordance with generally accepted
accounting princip|ês, consistently applied and which are, in the opinion of a Certified Public Accountant
acceptable to Bank, adequate to determine fairly the financial condition and the results of operations of
Borrower. Borrower will at all reasonable times make its books and records available in its offices for
inspection, examination and düpliwUvn by the Bank and the Bank's representatives and will permit
inspection of the Coflateral and all of its properties by the Bank and the Bank's representatives. Borrower
will from time to time fumish the Bank with such information and statsmsats as the Bank may request in
its sole discretion with respect to the Obligations or the Bank's security interest in the Cotiateral.
Borrower shall, during the term of this Agreement, keep the Bank currently and accurately informed in
writing of each focation where Borrower's records relating to its accounts and contract rights are kept, and
shall not remove such records to another location without giving the Bank at least thirty (30) days prior
written notice thereof.
4.3 Financial Statements. Borrower will furnish to Bank:
(a) as soon as available to Borrower, but in any event within

150 days after the close of each
fiscal year, a full and complete signed copy of financial
statements, prepared by certified
public accountants acceptable to Bank, on a consolidated
and conselidating basis with such
other entities designated by the Bank, which shali include a balance sheet of the Borrower, as
at the end of such year, statement of cash flows and statement of profit and loss of the
Borrower reflect|ñg the results of its operations during such year, bearing the opinion of such
certified public accountants and prepared on an audited basis in accordance with generally
accepted accounting principles, consistently applied together with any so-called manag6méñt
letter;
(b) Within 30 days after the close of each annual fiscal period of Borrower, an accounts payable
aging report and such other information as Bank shall request;
submission of interim financial statements - Profit & Loss Statsments and Balance
(c) Quarterly
Sheet with combining schedules within 45 days;
(d) In the event of default, the Bank has the option of requiring a field exam;
(e) In the event thatthe borrower's actual and suppressed availability falls to or below
$3,800,000, Bank has the option
the of requiring a field exam. Actual and suppressed
availability will be calculated as the borrower's gross availability (per the most recent
borrowing base certificate calculation) less the current loan balance outstanding;
(f) The Borrower will not be permitt6d to acquire additional outside companies without prior
written consent from the Bank and Participants;
(g) A rñóñthly Borrowing Base Certificate accompanied by a corresponding accounts receivable

aging report within 15 days;
(b) in the event that Viverant, LLC should be sold, the bank would receive 50% of the sales
proceeds, net of taxes, to be applied to the principal balance of the term note;
(i) Maintain a $2,000,000.00 Key Man Life Insurance Policy on Michael T. Mann; The Borrower
will not be permitted to acquire additional outside compañ|ês without prior written consentfrom
the Bank and Participants;
(1) A minimum DSCR (Debt Service Coverage Ratio) of 1.25 to 1 must be maintained and
measured on a rolling 4 quarter basis. The debt service caverage is calculated as net income
plus depreciation, amortization, and interest expense divided by the current portions of fong
tem1 debt (exclusive of subordinated debt) and interest s×psñse paid on ali debt, edjusting for
non-cash and non-recurring income or expense items.
10
(k) Subject to a maximum to Tangible

Debt Net Worth of 2.50:1 to be rñäñtained and measured
at each fiscal year end. Debtto Tangible Net Worth will be calculated as senior funded debt
less subordinated debt divided by tangible net worth and subordinated debt.
(I) from time to time, such financial data and information about Borrower as Bank may
reasonably request; and
(m) any financial data and information about any guarantors of the Obligations as Bank may
reasonably request.
4.4 Conduct of Business. The Borrower will maintain

its existence in good standing and comply with
all laws and regulations of the United of any state or states thereof
States and and of any political
subdivision thereof, and of any governmental authority which may be applicable to it or to its business;
provided that this covenant shall not apply to any tax, assessment or charge which is being contested in
good faith and with respect to which reserves have been esteb!!shed and are being maintained,
4.5 Notice to Account Debtors. The Borrower agrees, at the request of the Bank, to notify all or any
of the Debtors in writing of the Bank's security interest in the Collateral in whatever manner the Bank
requests and, hereby authorizes the Bank to notify all or any of the Debtors of the Bank's secudty interest
in the Borrower's accounts at the Borrower's expense.
4.6 Contact with Accountant. The Borrower hereby authorizes the Bank to directly contact and
communicate withany accountant employed by Borrower in connection with the review and/or
maintenance of Borrower's books and records or preparation of any financial reports delivered by or at
the request of Borrower to Bank.
4.7 Ooeratino and Deposit Accounts. The Borrower shall maintain with the Bank its primary
aperating and deposit accounts. At the option of the Bank, all loan payments and fees will automatically
be debited from the Borrower's primary operating account and ail advances will automatice!!y be credited
to the Borrower's primary operating account.
4.8 Taxes. Borrower will promptly pay all real and personal property taxes, assessments and
charges and ali franchise, income, unemployment, retirement benefits, withholding, sales and other taxes
assessed against it or payable by it before delinquent; provided that this covenant shall not apply to any
tax assessment or charge which is being contested in good faith and with respect to which reserves have
been established and are being maintained. The Bank may, at its option, from time to tirne, discharge
any laxes, liens or encumbrances of any of the Collateral, and the Borrower will pay to the Bank on
demand or the Bank in its sole discretion may charge to the Borrower all amounts so paid or incurred by
it.
4.9 Maintenance. Borrower will keep and maintain the Collateral and its other properties, if any, in
good repair, working order and condition. Borrower will immediately notify the Bank of any loss or
damage to or any occurrence which would adversely affect the value of any Collateral. The Bank may, at
its option, from time to time, take any other action that the Bank may deem proper to repair, maintain or
preserve any of the Collateral, and the Borrower will pay to the Bank on demand or the Bank in its sole
discretion may charge to the Borrower aff amounts so paid or incurred by it.
4.10 Insurance. Borrower will maintain in force property and casualty insurance on all Collateral and
any other property of the Borrower, if any, against risks customarily insured against by companies
engaged in businesses similar to that of the Borrower containing such terms and written by such
companies as may be atisfeotory to the Bank, such insurance to be payable to the Bank as its interest
may appear in the event of loss and to name the Bank as insured pursuant to a standard loss payee
clause; no loss shall be adjusted thereunder without the Bank's approval; and all such policies shall
provide that they may not be canceled without first giving at least Ninety (90) days written notice of
cancellation to the Bank. In the event that the Borrower fails to provide evidence of such insurance, the
11
Bank may, at its option, secure such insurance and charge the cost thereof to the Borrower. At the option
of the Bank, all insurance proceeds received from any foss or damage to any of the Collateral shall be
applied either to the repiacement or repair thereof or as a payment on account of the Obligations. From
and after the occurrence of an Event of Default, the Bank is authorized to cancel any insurance
maintained hereunder and apply any returned or unearned premiums, all of which are hereby assigned to
the Bank, as a payment on account of the Obligations.
4.11 Notification of Default. immediately upon becoming aware of the existence of any canditióñ or
event which constitutes an Event of Default, or any condition or event which would upon notice or lapse of
time, or both, constitute an Event of Default, Darrawer shall give Bank written notice thereof specifying the
nature and duration thereof and the action being or proposed to be taken with respect thereto.
4.12 Notification of Material Litigation. Borrawer will immediately notify the Bank in writing of any
litigation or of any investigative proceedings of a govemmental agency or authority commenced or
threatened against it which would or might be materially adverse to the financial condition of Borrower or
any guarantor of the Obligations.
4.13 Pension Plans. With respect to any pension or benefit plan maintained by Borrower, or to which
Borrower contributes ("Plan"), the benefits under which are guarantled, in whole or in part, by the Pension
Benefit Guaranty created
Corporation by the Employee Retirement Income Security Act of 1974, P.L. 93-
406, as amended ("ERISA") or any governmental authority succeeding to any or all of the functions of the
Pension Benefit Guaranty Corporation ("Pension Benefit Guaranty Corporation"), Borrower will (a) fund
each Plan as required by the provisions of Section 412 of the Internal Revenue Code of 1986, as
amended; (b) cause each Plan to pay all benefits when due; (c) furnish Bank (i) promptly with a copy of
any notice of each Plan's termination sent to the Pension Benefit Guaranty Corporation (ii) no later than
the date of submission to the Department of Labor or to the Internal Revenue Service, as the case may
be, a copy of any request for waiver from the funding standards or extension of the amortization periods
required by Section 412 of the Internal Revenue Code of 1986, as amended and (iii) notice of any
Reportable Event as such term is defined in ERISA; and (d) subscribe to any contingent liability insurance
provided by the Pension Benefit Guaranty Corporation to protect against employer liability upon
termination of a guarantled pension plan, if available to Borrower.
4.14 Lien Law. If any account or general intangib|e included in the Collateral represents money owing
pursuant to any contract for the improvement of real property or for a public improvement for purposes of
the Lien Law of the State of New York (the "Lien Law"), Borrower shall (i) give Bank notice of such fact;
(ii) receive and hold any money advanced by Bank with respect to such account or general intangible as
a trust fund to be first applied to the payment of trust claims as such term is defined in the Lien Law
(Section 71 or otherwise); and (iii) until such trust claim is paid, not use or permit the use of any such
money for any purpose other than the payment of such trust claims.
5. NEGATIVE COVENANTS
5.1 Limitations on Indebtedness. Borrower shall not issue any evidence of indebtedness or create,
assume, guarantee, become contingently liable for, or suffer to exist indebtedness in addition to
indebtedness to the Bank, except indebtedness or liabilities of Borrower, other than for money borrowed,
incurred or arising in the ordinary course of business.
5.2 Sale of Interest. There shall not be any sale or transfer of owñership of any interest in the
Borrower without the Bank's prior written consent,
5.3 Loans or Advances. Borrower shall not make any loans or advances to any individual,
partnership, corporation, limited liability oumpany, trust, or other organization or person, including without
limitation its officers and employees; provided, however, that Borrower may make advances to its
employees, including its officers, with respect to expenses incurred or to be incurred by such employees
in the ordinary course of business which expenses are reimbursable by Berrower; and provided further,
12
however, that Borrower may extend credit in the ordinary course of business in accardance with
customary trade practices.
5.4 Dividends and Distributions. Borrower shall not, without prior written consent of the Bank, pay
any dividends on or make any distribution on account of any class of Borrower's capital stock in cash or in
property (other than additional shares of such stock), or redeem, purchase or otherwise acquire, directly
or indirectly, any of such stock, except, so long as Borrower is not in default hereunder, if Borrower is a
Subchapter S corporation, under the regulations of the internal Revenue Service of the United States,
distributions to the Shareholders of Borrower in such amounts as are necessary to pay the tax liability of
Shareholders'
such Shareholders due as a result of such interest in the Borrower.
5.5 investments. The Borrower shall not make investments in, or advances to, any individual,
partnership, corporation, limited liability company, trust or other organization or person. The Borrower will
not purchase or õtherwise Invest in or hold securities, nonoperating real estate or other nonoperating
assets or purchase all or substantially all the assets of any entity.
5.6 Merqer. Borrower shall not merge or consolidate or be merged or conso!ideted with or into any
other entity.
5.7 Capital Expenditures. The Borrower shall not, directly or indirectly, make or cornmit to make
capital expenditures by lease, purchase, or otherwise, except in the ordinary and usual course of
business for the purpose of replacing machinery, equipment or other personal property which, as a
consequence of wear, duplication or obsolescence, Is no longer used or necessary in the Borrower's
business.
5.8 Sale of Assets. Bürrüw6r shall not sell, lease or otherwise dispose of any of its assets, except in
the ordinary and usual course of business and except for the purpose of replacing machinery, equipment
or other personal property which, as a consequence of wear, duplication or obsolescence, is no longer
used or necessary in the Borrower's business, provided that fair consideration is received therefor;
provided, however, in no event shall the Borrower self, lease or otherwise dispóse of any equipment
purchased with the proceeds of any loans made by the Bank.
5.9 Restriction on Liens, Borrower shall not grant any security interest in, or mortgage of, any of its
properties or assets including the Collateral, Barrawer shall not enter into any agreement with any person
other than the Bank that prohibits the Borrower from granting any security interest in, or mortgage of, any
of its properties or assets including the Collateral
5.10 Other Business. Borrower shall not engage in any business other than the business in which it is
currently engaged or a business reasonably allied thereto.
5.11 Change of Name. etc. Borrower shall not change its legal name or the State or the type of its
organization, without giving the Bank at least 30 days prior written notice thereof.
6. DEFAULT
Default"
6.1 Default. "Event of shall mean the occurrence of one or more of any of the following
events:
(a) default of any liability, obligation, covenant or undertaking of the Borrower or any guarantor of
the Obligatións to the Bank, hereunder or otherwise, including, without limitation, failure to pay
in full and when due any installment of principal or Interest or default of the Borrower or any
guarantor of the Obligations under any other Loan Document or any other agreement with the
Bank;
13
(b) failure of the Borrower or any guarantor of the Obligations to maintain aggregate collateral
security value satisfactory to the Bank;
(c) default of any material liability, obligation or undertaking of the Borrower or any guarantor of
the Obligations to any other party;
(d) if any statement, representation or warranty heretofore, now or hereafter made by the
Borrower or any guarantor of the Obligations in connection with this Agreement or in any
supporting financial statement of the Borrower or any guarantor of the Obligations shall be
determ?ñed by the Bank to have been false or misleading in any material respect when rnade;
(e) if the Borrower or any guarantor of the Obligations is a corporation, trust, partnership or lirnited
liability company, the liquidation. termination or disse!ution of any such organization, or the
merger or consolidation of such organization Into another entity, or its ceasing to carry on
actively its present business or the appointment of a receiver for its property;
(f) the death of the Borrower or any guarantor of the Obligations and, if the Borrower or any
guarantor of the Obligations is a partnership or limited liability company, the death of any
partner or member;
(g) the institution or against

by the Borrower or any guarantor of the Obligations of any
proceedings the Bankruptcy
under Code 11 USC §101 ef seq. or any other law in which the
Borrower or any guarantor of the Ohiigatians is alleged to be insolvent or unable to pay its
debts as they mature, or the making by the Borrower or any guarantor of the Obligations of an
assignment for the benefit of creditors or the granting by the Borrower or any guarantor of the
Obligations of a trust mortgage for the benefit of creditors;
(b) the service upon the Bank of a writ in which the Bank Is named as trustee of the Borrower or
any guarantor of the Obligations;
(i) a judgment or judgmsnts for the payment of money shall be rendered against the Borrower or
any guarantor of the Obligations, and any such judgment shall remain unsatisfied and in effect
for any period of thirty (30) consecutive days without a stay of eveoution;
(j) any levy, lien (including mechanics lien), seizure, attachment, execution or similar process
shall be issued or levied on any of the property of the Borrower or any guarantor of the
Obligations;
(k) the termination or revocation of any guaranty of the Obligations; or
(I) the occurrence of such a change in the condition or affairs (financial or otherwise) of the
Barrower or any guarantor of the Obligations, or the occurrence of any other event or
circumstance, such that the Bank, in its sole discretion, deems that it is insecure or that the
prospects for timely or full payment or performance of any ob!!gation of the Borrower or any
guarantor of the Obligations to the Bank has been or may be impaired.
6.2 Acceleration. if an Event of Default shall occur, at the election of the Bank, all Obligations shall
become irñmediately due and payable without notice or demand, except with respect to Obligations
payablê on DEMAND, which shall be due and payable on DEMAND, whether or not an Event of Default
has occurred.
The Bank is hereby authorized, at its election, after an Event of Default or after Demand, without
any further demand or notice except to such extent as notice inay be required by app!!cable law, to take
possession and/or sell or otherwise dispose of all or any of the Collateral at public or private sale; and the
Bank may also exercise any and all other rights and remedies of a secured party under the Code or which
14
are otherwise accorded to it in equity or at law, all as Bank may determine, and such exercise of rights in
compliance with the requirements of law will not be considered adversely to affect the commercial
reasonabieness of any safe or other disposition of the Collateral. If notice of a sale or other action by the
Bank is required by app!!cable law, unless the Collateral is perishable or threatens to decline speedily in
value or is of a type customarily sold on a recognized market, the Borrower agrees that ten (10) days
written notice to the Borrower, or the shortest period of written notice permitted by such law, whichever is
smaller, shall be sufficient notice; and that to the extent permitted by law, the Bank, its officers, attomeys
and agents may bid and become purchasers at any such sale, if public, and may purchase at any private
sale any of the Collateral that is of a type customarily sold on a recognized rnarket or which is the subject
of widely distributed standard price quotations. Any safe (public or private) shall be without warranty and
free from any right of redemption, which the Borrower shall waive and release after default upon the
Bank's request therefor, and may be free of any warranties as to the Collateral if Bank shall so decide.
No purchaser at any sale (public or private) shall be responsible for the application of the purchase
money. Any balance of the net proceeds of sale remaining after paying all Obligations of the Borrower to
the Bank shall be returned to such other party as may be legally entitled thereto; and if there is a
deficiency, the Borrower shall be responsible for repayment of the same, with interest. Upon demand by
the Bank, the Borrower shall assemble the Collateral and make it available to the Bank at a place
designated by the Bank which is reasonably convenient to the Bank and the Borrower. The Borrower
hereby acknowledges that the Bank has extended credit and other financial accommodations to the
Borrower upon reliance of the Borrower's granting the Bank the rights and remedies contained in this
Agreement including without limitation the right to take immediate possession of the Collateral upon the
occurrence of an Event of Default or after DEMAND with respect to Obligations payable on DEMAND and
the Borrower hereby acknowledges that the Bank is entitled to equitable and injunctive relief to enforce
any of its rights and remedies hereunder or under the Code and the Borrower hereby waives any defense
to such equitable or injunctive relief based upon any allegation of the absence of irreparable harm to the
Bank.
The Bank shall not be required to marshal any present or future security for (including but not
limited to this Agreement and the Collateral subject to the security interest created hereby), or guarantees
of, the Obligations or any of them, or to resort to such security or guarantees in any particular order; and
all of its rights hereunder and in respect of such securities and guaranties shall be cumulative and in
addition to all other rights, however existing or arising. To the extent that it lawfully may do so, the
Borrower hereby agrees that it will not invoke and irrevocably waives the benefits of any law relating to
the marshaling of collateral which might cause delay in or impede the enforcement of the Bank's rights
under this Agreement or under any other instrument evidencing any of the Obligations or under which any
of the Ob!igations is outstanding or by which any of the Obligations is secured or guaranteed. Except as
required by applicable law, the Bank shall have no duty as to the collection or protection of the Collateral
or any income thereon, nor as to the preservation of rights against prior parties, nor as to the preservation
of any rights pertaining thereto beyond the safe custody thereof.
6.3 Power of Attorney.

The Barrower hereby irrevocably constitutes and appoints the Bank as the
Borrower's true and lawful
attomey, wiih full power of substitution, at the sole cost and expense of the
Borrower but for the sole benefit of the Bank, upon the occurrence of an Event of Default or after
DEMAND with respect to Obligations payable on DEMAND, to convert the Collateral into cash, including,
without limitation, completing the manufacture or processing of work in process, and the sale (either
public or private) of all or any portion or portions of the inventory and other Collateral; to enforce collection
of the Collateral, either in its own name or in the name of the Borrower, including, without limitaliOri,
executing releases or waivers, compremising or settling with any Debtors and prosecuting, defending,
compromising or releasing any action relating to the Collateral; to receive, open and dispose of all mail
addressed to the Gorrower and to take therefrom any remittances or proceeds of Collateral in which the
Bank has a security interest; to notify Post Office authorities to change the address for delivery of mail
addressed to the Borrower to such address as the Bank shall designate; to endorse the name of the
Borrower in favor of the Bank upon any and all checks, drafts, money orders, notes, acceptances or other
instruments of the same or different nature; to sign and endorse the name of the Borrower on and to
receive as secured party any of the Collateral, any invoices, freight or express receipts, or bills of lading,
storage receipts, warehouse receipts, or other documents of title of the same or different nature relating
15
to the Collateral; to sign the name of the Borrower on any notice of the Debtors or on verification of the
Collateral; and to sign, If necessary, and file or record on behalf of the Barrower any financing or other
statement in order to perfect or protect the Bank's security interest. The Bank shall not be obliged to do
any of the acts or exercise any of the powers hereinabove authorized, but if the Bank elects to do any
such act or exercise any such power, It shall not be accountable for more than It actually receives as a
result of such exercise of power, and it shall not be responsible to the Borrower except for its own gross
negligence or willful misconduct. All powers conferred upon the Bank by this Agreement, being coupled
with an interest, shall be irrevocable so long as any Obligation of the Borrower or any guarantor or surely
to the Bank shall remain unpaid or the Bank is obligated under this Agreement to extend any credit to the
Borrower.
&4 Nonexclusive Remedies. Bank's rights and remedies

All of the not only under the provisions of
this Agreement but also under any other agreement or transacticñ shall be cumulative and not alternative
or exclusive, and may be exercised by the Bank at such time or times and in such order of preference as
the Bank in its sole discretion may determine.
7, MISCELLANEOUS
7.1 Waivers. The Borrower waives notice of intent to accelerate, notice of acceleration, notice of
nonpayment, demand, presentment, protest or notice of protest of the Obligations, and all other notices,
consents to any renewais or extensions of time of payment thereof, and generally waives any and all
suretyship defenses and defenses in the nature thereof.
7.2 Waiver of Homestead. To the maximum extent permitted under applicable law, the Barrawer
hereby waives and terminates any homestead rights and/or exemptions respecting any of its property
under the provisions of any applicable homestead laws, including without limitation, Section 5206 of the
Civil Practice Law and Rules of New York.
7.3 Deposit Collateral The Borrower hereby grants to the Bank a continuing lien and security interest
in any and all deposits or other sums at any time credited by or due from the Bank to the Bairewer and any
cash, securities, instruments or other property of the Borrower in the possession of the Bank, whether for
safekeeping or otherwise, or in transit to or from the Bank (regardless of the reason the Bank had received
the same or whether the Bank has conditionally released the same) as security for the full and pundee!
payment and performance of all of the liabilities and obligations of the Borrower to the Bank and such
depositsand other sums may be applied or set off against such liabilities and obligations of the Barrower to
the Bank at any time, whether or not such are then due, whether or not demand has been made and
whether or not other collateral is then available to the Bank.
7.4 Indemnification. The Borrower shall indemnify, defend and hold the Bank and its directors,
officers, employees, agents and attorneys (each an "Indernñitee") harmless of and from any claim brought
or threatened against any Indemnitee by the Borrower, any guarantor or endorser of the Obligations, or
attomeys'
any other person (as well as from reasonable fees and expenses in connection therewith) on
account of the Bank's reláiionship with the Borrower. or any guarantor or endorser of the Ob!iget!ons
(each of which may be defended, compromised, settled or pursued by the Bank with counsel of the
Bank's election, but at the expense of the Borrower), except for any claim arising out of the gross
negligence or willful misconduct of the Bank. The within indemnification shalf survive payment of the
Obligations, and/or any terraiñatics, release or discharge executed by the Bank in favor of the Borrower.
7.5 Costs and Expenses. The Borrower shall pay to the Bank on demand any and all costs and
attomeys'
expenses (including, without limitation, reasüñable fees and disbursements, court costs,
litigation and other expenses) incurred or paid by the Bank in establishing, maintaining, protêctirg or
enforcing any of the Bank's rights or the Obligations, including, without limitation, any and all such costs
and expenses incurred or paid by the Bank in defending the Bank's security interest in, title or right to the
Collateral or in collecting or attempting to collect or enforcing or attempting to enforce payment of the
Obligations.
16
7.6 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall
be an original, but all of which shall constitute but one agreement.
7.7 Severability. If any provision of this Agreement or portion of such provision or the application
thereof to any person or circumstance shall to any extent be held invalid or unenforceable, the remainder
of this Agreement (or the remainder of such provision) and the application thereof to other persons or
circumstances shall not be affected thereby.
7.8 Complete Agreement. This Agreement and the other Loan Documents constitute the entire
agreement and
understanding between and among the parties hereto relating to the subject matter
hereof, and supersedes all prior proposals, negotiations, agreements and understandings among the
parties hereto with respect to such subject matter.
7.9 Effect of Agreement.

Binding This Agreement shall be binding upon and inure to the benefit of
the respectiveheirs, executors, administrators, legal representatives, successors and assigns of the
parties hereto, and shall remain in full force and effect (and the Bank shall be entitled to rely thereon) until
released in writing by the Bank. The Bank may transfer and assign this Agreement and deliver the
Collateral to the assignee, who shall thereupon have all of the rights of the Bank; and the Bank shall then
be relieved and of any responsibility
discharged or liability with respect to this Agreement and the
Collateral. The Borrowermay not assign or transfer any of its rights or obligations under this Agreement.
Except as expressly provided herein or in the other Loan Documents, nothing, expressed or implied, is
intended to confer upon any party, other than the parties hereto, any rights, remedies, obligations or
liabilities under or by reason of this Agreement or the other Loan Documents.
7.10 Further Assurances. Borrower will from time to time execute and deliver to Bank such
documents, and take or cause to be taken, all such other or further action, as Bank may request in order
to effect and confirm or vest more securely in Bank all rights contemplated by this Agreement and the
other Loan Documents (including, without limitation, to correct clerical errors) or to vest more fully in or
assure to the Bank the security interest In the Collateral granted to the Bank by this Agrssment or to
comply with applicabis statute or law and to facilitate the collection of the Coliateral (including, without
limitation, the execution of stock transfer orders and stock powers, endorsement of promissory notes and
instruments and notifications to obligors on the Collateral). To the extent permitted by applicable law,
Borrower authorizes the Bank to file financing statements, continuation statements or amendments, and
any such financing statements, continuation statements or amendments may be filed at any time in any
jurisdiction. Bank may at any time and from tirne to time file financing statements, continuation statem6ñts
and amendments thereto which contain any information required by the Code for the sufficiency or filing
office acceptance of any financing statement, continuation statement or amendment, including whether
Borrower is an organization, the type of organization and any organization identification number issued to
Borrower. Borrower agrees to furnish any such information to Bank promptly upon request. in addition,
Borrower shall at any time and from time to time take such steps as Bank may reasonably request for
Bank (i) to obtain an acknowledgment, in form and substance satisfactory to Bank, of any bailee having
"control"
possession of any of the Collateral that the bailee holds such Collateral for Bank, (ii) to obtain
(as defined In the Code) of any Collateral comprised of deposit accounts, electronic chattel paper, letter of
credit rights or investment property, with any agreements establishing control to be in form and substance
satisfactory to Bank, and (iii) otherwise to insure the continued perfection and priority of Bank's security
interest in any of the Co!!etere! and the preservation of Its rights therein. Borrower hereby constitutes
Bank its attorney-in-fact to execute, if necessary, and file all filings required or so requested for the
foregoing purposes, all acts of such attorney being hereby ratified and cGñfirrñed; and such power, being
coupled with an interest, shali be irrevocable until this Agreement terminates in accordance with its terms,
all Obligations are irrevocably paid in full and the Collateral is released.
7.11 Amendments and Waivers. This Agreement may be amended and Barrower may take any action
herein prohibited, to perform any act herein required
or omit to be performed by It, if Borrower shall obtain
the Bank's prior written consent to each such amendment, action or omission to act. No course of
dealing and no delay or ornission on the part of Bank in exercisiñg any right hereunder shall operate as a
17
waiver of such right or any other right and waiver on any one or more occasions shall not be construed as
a bar to or waiver of any right or remedy of Bank on any future occasion.
7.12 Terms of Agreement. This Agreement shall

continue in full force and effect so long as any
Obligations or obligation of Borrower to Bank shallbe outstanding, or the Bank shall have any obligation
to extend any financial accommodation hereunder, and is supplementary to each and every other
agreement between Borrower and Bank and shall not be so construed as to limit or otherwise derogate
from any of the rights or remedies of Bank or any of the liabilities, obligations or undertakings of Borrower
under any such agreement, nor shall any conternporaneous or subsequent agreement between Borrower
and the Bank be construed to limit or otherwise derogate from any of the rights or remedies of Bank or
any of the liabilities, obligations or undertakings of Borrower hereunder, unless such other agreement
specifically refers to this Agreement and expressly so provides.
7.13 Notices. Any notice under or pursuant to this Agreement shall be a signed writing or other
authenticated record (within the meaning of Article g of the Code). Any notices under or pursuant to this
Agreemeñt shall be deemed duly received and effective If delivered In hand to any officer or agent of the
Borrower or Bank, or if mailed by registered or certified mail, return receipt requested, addressed to the
Borrower or Bank at the address set forth in this Agreement or as any party may from time to time
designate by written notice to the other party.
7.14 Governing Law. This Agreement shall be governed by the taws of the State of New York.
7.15 Reproductions. This Agreement and all documents which have been or may be hereinafter
furnished by Borrower to the Bank
may be reproduced by the Bank by any photographic, photostatic,
micrüfilm, xerographic or similar
process, and any such reproduction shall be admissible in evidence as
the original itself in any judicial or administrative proceeding (whether or not the original is in existence
and whether or not such reproduction was made in the regular course of business).
7.16 Jurisdiction and Venue. Borrower Irrevocably submits to the nonexclusive jurisdiction of any
Federal or state court sitting in New York, over any suit, action or proceeding arising out of or relating to
this Agreement. Borrower irrevocably waives, to the fullest extent it may effectively do so under
applicable law, any objection it may now or hereafter have to the laying of the venue of any such suit,
action or proceeding brought in any such court and any claim that the same has been brought in an
inconvenient forum. Borrower hereby consents to any and aff process which may be served in any such
suit, action or proceeding, (i) by mailing a copy thereof by registered and certified mail, postage prepaid,
return receipt requested, to the Borrower's address shown in this Agreement or as notified to the Bank
and (ii) by serving the same upon the Borrower in any other manner otherwise permitted by law, and
agrees that such service shall in every respect be deemed effective service upon Borrower.
18
Executed as of August , 2019.
Witness: Borrower:
Valuewise Corporation
By:
Michael T Mann, President
855 Route 146 STE 220

Clifton Park, New York, 12065
Witness: Borrower:
Ross Personnel Consultants, Inc.
855 Route 146 STE 220

Witness Borrower:
Viverant LLC
Valuewise Corporation, Sole Member

855 Route 146 STE 220

Witness: Borrower:
Hire Flux Holdings LLC
Michael T Mann, Member/Manager
855 Route 146 STE 220

19
Witness: Borrower:
MyPayrollHR.Com, LLC

855 Route 146 STE 220

Witness: Borrower:
/ Heutmaker Business Advisors, LLC
By:
Valuewise Corporation, Member
855 Route 146 STE 220

Witness: Borrower:
Cloud Payroll, LLC
By:
Michael T Mann, Member/ Manager
655 Route 146 STE 220

Witness: Borrower:
Always Live Holdings, LLC
Michael T Mann, Sole Member
855 Route 146 STE 220

20
Witness: Borrower:
Hire Flux, LLC

f,
By:
855 Route 146 STE 220

Witness: Borrower:
Kaningo, LLC
By:
655 Route 146 STE 220

: Pioneer Savings Bank

Accept†
Name avid Blessing

Title: Senior Vice President
21
which, at the time of its printout
Loan from
and Security Agrecracnt - Obligorsystem's
the court 1 electronic website,
© 2015 Medici, hadofnot
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Services
EXHIBIT B
REVOLVING DEMAND NOTEE
THIS NOTE REPLACES AND MODIF1ES NOTE DATED JUNE 28, 2017 IN THE AMOUNT OF $22,000,000.00
AS WELL AS ALL PREVIOUS NOTES. THIS NOTE REPLACES AND MODIFIES NOTE DATED JUNE 27, 2018
IN THE AMOUNT OF $32,000,000.00 AS WELL AS ALL PREVlOUS NOTES.
August 2, 2019
$42,000,000.00 Albany, New York
For value received, the undersigned Valuewise Corporation, a Delaware corporation, with an
address of 855 Route 146 STE 240, Clifton Park, New York 12065, Ross Personnel Consultants,
Inc., a Connecticut corporation, with an address of 855 Route 146 STE 240, Clifton Park, New Yoric
12065, Always Live Holdings, LLC, a Delaware limited liability company, with an address of 866
Route 146 STE 240, Clifton Park, New York 12065, Kaningo, LLC a Delaware limited liability
company with an address of 855 Route 146 STE 240, Clifton Park, New York 12065, Cloud Payroll,
LLC a Delaware limited liability company with an address of 855 Route 146 STE 240, Clifton Park,
New York 12065, Hire Flux, LLC a Delaware limited liability company with an address of 855 Route
146 STE 240, Clifton Park, New York 12065, Hire Flux Holdings LLC, a Delaware limited liability
company, with an address of 855 Route 146 STE 240, Clifton Park, New York 12065,
MyPayrollHR.Com, LLC, a Massachusetts limited liability company, with an address of 855 Route
146 STE 240, Clifton Park, New York 12066, Heutmaker Business Advisors, LLC, a Delaware
limited liability company, with an address of 855 Route 146 STE 240, Clifton Park, New York 12065
and Viverant a New York limited
LLC, liability with an address
company, of 855 Route 146 STE 240,
Clifton Park, York
New 12065 (collectively, the
"Borrower"), jointly and severally, promise to pay to the
order of Pioneer Savings Bank, a Savings Bank with an address of 652 Albany Shaker Road, Albany,
New York 12211 (together with its successors and assigns, the "Bank"), ON DEMAND, the principal
amount of Forty-Two Million Dollars and Zero Cents ($42,000,000.00) or, if less, such amount as may
be the aggregate unpaid principal amount of all loans or advances made by the Bank to the Borrower
pursuant hereto, together with interest from the date hereof on the unpaid principal balance from time to
time outstanding until paid in full, The aggregate principal balance odstañding shall bear Interest thereon
at a per annurn rate equal to Two and Sixty-Five Hundredths Percent (2.65%) above the LIBOR Rate
(as hereinafter defined) for any interest Period (as hereinafter defined). All accrued and unpaid interest
shall be payable monthly in arrears on the 1st day of each rnonth following the end of an Interest Period.
interest Period rneans initially, the period commencing on the date of this Note (the "Start Date") and
ending on August 31, 2019, and thereafter each one month period ending on the 1st day of the month.
LIBOR Rate means shall mean the London Interbank Offered Rate of interest for U,8, dollar
depüsits, as publishêd by the ICE Benchmark Administration or any successor entity, for an interest
period of one (1) month. If LIBOR becomes unaval;abis during the term of this loan, Holder shall, at its
sole discretion, and In a commercisily reasonable manner, designate a substitute rate (plus or minus any
applicable spread) that is the economic equivalent of LIBOR, then Holder shall use such substitute rate.
Principal and interest shall be payable at the Bank's main office or at such other place as the
Bank may designate in writing in immediately avai|able funds in lawful money of the United States of
America without set-off, deducticñ or counterclaim. Interest shall be calculated on the basis of actual
number of days elapsed and a 360-day year.
This Note is a revolving note and, subject to the foregoing and in accordance with the provisions hereof
and of any and all other agrêêments betweâñ the Borrower and the Bank related hereto, the
Borrower may, at its option,

borrow, pay, prepay and reborrow hereunder at any time prior to demand for
payment hersundar or such
earlier date as the obligations of the Borrower to the Bank under this Note, and
any other agreements between the Bank and the Borrower related hereto, shall become due and payable,
or the obligation of the Bank to extend financial accommodations to the Borrower shall terminate; provided,
however, that in any event the principal balance outstanding hereunder shall at no time exceed the face
amount of this Note. This Note shall continue in full force and effect until all obligations and liabilities
evidenced by this Note are paid in full and the Bank is longer
no obligated to extend financial
accommodations to the Borrower, even if, from time to time, there
are no amounts outstanding respecting
this Note. Notwithstanding that this Note shall be due and payable ON DEMAND, the Bank's agreement
to advance funds respecting this Note shall be subject to annual review; and there shall be no fudher
advances respecting this Note unless the Bank, in its sole discretion, determines that it shall continue to
make advances after any such annual review; provided, that notwithstanding such annual review as
provided in this paragraph, this Note shall be due and payable ON DEMAND.
Any payments received by the Bank on account of this Note shell, at the Bank's option, be
applied first, to accrued and unpaid interest; second, to the unpaid principal balance hereof; third to any
costs, expenses or charges then owed to the Bank by the Borrower; and the balance to escrows, if any.
Netwithetending the foregoing, any payments received after demand for payment shall be applied in such
manner as the Bank may determine. The Borrower hereby authorizes the Bank to charge any deposit
account which the Borrower may maintain with the Bank for any payment required herêüñder without
prior notice to the Borrower.
If pursuant
to the terms of this Note, the Borrower is at any time ob|igated to pay interest on the
principal at a rate in excess of the maximum
balance interest rate permitted by applicable law for the loan
evidenced by this Note, the applicable interest rate shall be immediately reduced to such maximurn rate
and all previous payments in excess of the maximum rate shall be deemed to have been payments in
reduction of principal and not on account of the interest due hereunder.
The Borrower represents to the Bank that the proceeds of this Note will not be used for
personal, family or household purposes or for the purpose of purchasing or carrying margin stock
or margin securities within the meaning of Regulations U and X of the Board of Governors of the
Federal Reserve System, 'I 2 C.F.R. Parts 221 and 224.
The Borrower and each endorser and guarantor hereof grant to the Bank a continuing lien on and
security interest in any and all deposits or other sums at any time credited by or due from the Bank to the
Borrower and/or each endorser or guarantor hereof and any cash, securities, instruments or other property
of the Borrower and each endorser and guarantor hereof in the passessicñ of the Bank, whether for
safekeeping or otherwise, or in transit to or from the Bank (regardless
of the reason the Bank had received
the same or whether the Bank has conditionally the same) as security for the fun and punctua!
released
payment and performance of all of the liabilities
and obligations of the Borrower and/or any endorser or
guarantor hereof to the Bank and such deposits and other sums may be applied or set off against such
limb tiec and obligations of the Borrower or any éñdûiser or guarantor hereof to the Bank at any time,
whether or not such are then due, whether or not demand has been made and whether or not other
collateral is then available to the Bank.
No delay or omission on the part of the Bank in exercising any right hereunder shall operate as a
waiver of such right or of any other right of the Bank, nor shall any delay, emission or waiver on any one
occasion be deemed a bar to or waiver of the same or any other right on any future occasion, The
Barrawer and every endorser or guarantor of this Note, regardless of the time, order or place of signing,
waive prsseñtmant, demand, protest, notice of intent to accelerate, notice of acceleration and all other
notices of every kind
in connection with the delivery, acceptance, performance or enforcement of this
Note and assent to any extension or postponement of the time of payrnest or any other indulgence, to
any substitution, exchange or release of cutiaitnâi, and to the addition or release of any other party or
person primarily or secondarily liable and waives all recourse to suretyship and guarantor defenses
generally, including any defanse based on impairment of collateral. To the maximum extent permitted by
law, the Borrower and each endorser and guarantor of this Note waive and terminate any homestead
rights and/or exemptions respecting any premises under the provisions of any applicable hamsstead
laws, including without limitation, Section 5206 of the Civil Practice Law and Rules of New York.
The Borrower and each endorser and guarantor of this Note shall indemnify, defend and hold the
Bank and its
directors, officers, employees, agents and attorneys (each an "Indemnitee") harmiess
against any claim brought or threatened against any Indemnitee by the Borrower, by any endorser or
attorneys'
guarantar, or by any other person (as well as from reasonable fees and expenses in connection
therewith) on account of the Bank's relationship with the Borrower or any endorser or guarantor hereof
(each of which may be defended, compr0mised, settled or pursued by the Bank with counsel of the
Bank's selection, but at the expense of the Borrower and any endorser and/or guarantor), except for any
claim arising out of the gross negligence or willful misconduct of the Bank.
The Borrower and each endorser and guarantor

of this Note agree to pay, upon demand, costs of
collection of all amounts under
including, this Note
without limitation, principal and interest, or in
connection with the enforcement of, or realization on, any security for this Note, including, without
attomeys'
limitation, to the extent permitted by applicable law, reasonable fees and expenses. Upon
demand for payrnent of any amounts hereüñder, interest shall accrue at a rate per annum equal to the
aggregate of 4.0% plus the rate provided for herein. If any payment due under this Note is unpaid for 14
days or more, the Büriswér
pay, in addition to any other sums due under this Note (and without
shall
lirniting the Bank's otheron account
remedies
thereof), a late charge equal to 5,0% of such unpaid
amount (which amount shall be subject to and limited so as to not be in violation of the provisions of
Section 254-b of New York Real Property Law, if applicable).
This shall be binding

Note upon the Borrower and each endorser and guarantor hereof and upon
their respect!ve heirs, successors, assigns and legal representatives, and shall Inure to the benefit of the
Bank and its successors, endorsees and assigns.
The liabilities of the Borrower and each Borrower, if more than one, and any endorser or
guarantor of this Note are Joint and several; provided, how6vêr, the release by the Bank of the DorrGwer
or any one or more endorsers or guarantors shali not release any other person obligated on account of
this Note. Any and all present and future debts of the Borrower to any endorser or guarantor of this Note
are subordinated to the full payment and performance of all present and future debts and ob:|gai|cas of
the Borrower to the Bank. Each reference in this Note to the Borrower and each Borrower, if more than
one, and sñdorsêr or guarantor of this Note, is to such person individually and also to ali such persons
jointly. No person obligated on account of this Note may seek contribution frorn any other person also
ab|!gatsd, unless and until all liabliities, obligations and indebtsdñ6ss to the Bank of the person from
whom contribution is sought have been irrevocably satisfied in full. The release or cornpromise by the
Bank of any collateral shall not release any person obligated on account of this Note.
The Borrower and each endeiser and guarantor hereof each authorizes the Bank to complete this
Note if delivered incomplete in any respect. A photographic or other reproduction of this Note may be
made by the Bank, and any such reproduction shall be admissible in evidence with the same effect as the
original itself in any judicial or administrative proceeding, whether or not the original is in existence.
This Note shall be governed by the laws of the State of New York.
Any notices under or pursuant to this Note shall be deemed duly received and effective if
de!Ivered in hand to any officer or agent of the Borrower or Bank, or if mailed by registered or certified
mail, return receipt requested, addressed to the Borrower or Bank at the address set forth in this Note or
as any party may from time to time designate by written notice to the other party,
The Borrower and each

and guarantor of this Note each irrevocably
end0rser submits to the
nonexclusive Federal
jurisdiction or state court sitting in New York,
of any over any suit, action or
proceeding arising out of or relating to this Note. Each of the Barrower and each endorser and guarantor
irrevocably waives, to the fullest extent it inay effectively do so under applicable law, any objection it may
now or hereafter have to the laying of the venue of any such suit, action or proceeding brought in any
such court and any claim that the same has been brought in an incGavéñ|êñt forum. Each of the
Borrower and each endarser and guarantor hereby consents to any and all process which may be served
in any such suit, action or proceeding, (i) by mailing a copy thereof by registered and certified mail,
postage prepaid, return receipt requested, to the Borrower's, endorser's or guarantor's address shown
below or as notlfled to the Bank and (il) by serving the same upon the Garr0war(s), eridorser(s) or
guarantor(s) in any other manner otherwise permitted by law, and agrees that such service shall In every
respect be deemed effective service upon the Bariciüõï or such endorser or guarantor.
THE BORROWER AND EACH ENDORSER AND GUARANTOR ACKNOWLEDGE THAT THIS
NOTE IS A DEMAND NOTE AND THE RIGHT OF THE BANK TO DEMAND PAYMENT OF THIS NOTE
(N WHOLE OR IN PART AT ANY TIME SHALL BE ABSOLUTE, UNCONDITIONAL AND IN THE SOLE
DISCRETION OF THE BANK. THE INCLUSION OF EVENTS OF DEFAULT AND COVENANTS IN
ANY LOAN DOCUMENTS BETWEEN THE BANK AND THE BORROWER OR ANY ENDORSER OR
GUARANTOR OR ANY OTHER PARTY DELIVERED IN CONNECTION WITH THIS NOTE OR
OTHERWISE SHALLIN ANY WAY LIMIT THE DEMAND
NOT NATURE OF THIS NOTE AND THE
BANK MAY MAKE DEMAND FOR PAYMENT AT ANY TIME FOR ANY OR NO REASON, WHETHER
ORNOTANEVENTOF DEFAULTHASOCCURREDUNDERANY SUCHLOAN DOCUMENTS,
Executed as of August Q, 2019.
Witness. Borrower:
Valuewise Corporation
855 Route 148 STE 220

Witness: Borrower:
Ross Personnel Consultants, Inc.
By:
855 Route 146 STE 220

Witness: Borrower:
Viverant LLC

855 Route 146 STE 220

Witness: Borrower:
--y-- ------
7 .....__ _.. _Hire Flux Holdings LLC
By:
(4ichael T Mann, Marabar/Manager
855 Route 146 STE 220

Witness: Borrower
MyPayrallHR.Com, LLC
By:
Valuswise Corporation, Sole Member
855 Route 146 STE 220

Witness: 4 Borrower:
Heutmaker Business Advisors, LLC

855 Route 146 STE 220

Clifton Park. New York, 120B5
Witne : Borrower:
Cloud Payroll, LLC
Michael T Mann, Mamber/ Manager
855 Route 146 STE 220

Witness: Borrower:
Always Live Holdings, LLC
Michael T Mann, Sole Member
855 Route 146 STE 220

Witness: Borrower:
Hire Flux, LLC
By:
855 Route 146 STE 220

Witness: Borrower:
Kaningo, LLC
By: --
855 Route 146 STE 220

approved by the County Clerk. Because court rules (22 NYCRR §202.5[d])
Notes.rtf
authorize the County Clerk to reject
© 2018 Medici, a division of Wolters Kluwer Financial Services
Prcmiâ3Giy
EXHIBIT C
UNLIMITED GUARANTY
TO: Pioneer Savings Bank, a Savings Bank (the "Bank")
RE: Valuewise Corporation, a Delaware corporation, Ross Personnel Cc=:'±--25, Inc.,

a Connecticut corporation, Viverant LLC, a New York limited liability company, HireFlux Holdings
LLC, a Delaware limited liability company, MyPayrollHR.Com, LLC, a Massachusetts limited
liability company, Always Live Holdings, LLC, a Delaware limited liability company, Kaningo, LLC
a Delaware limited liability company, Cloud Payroll LLC a Delaware limited liability company, Hire
Flux, LLC a Delaware limited liability company and Heutmaker Business Advisors, LLC, a
Delaware limited liability company (the "Borrowers")
To induce the to make

Bank or continue to make loans, advances, or grant other financial
accommódat:õns to the
Borrowers or any of them, in consideration thereof and for loans, advances or
financial accommodations heretofore or hereafter granted by the Bank to or for the account of the
Borrowers or any of them, the undersigned Michaei T Mann (the "Guarantor") absolutely and
unconditionally guaractêss the full and punctual payment to the Bank of all sums which may be presently
due and owing and of all sums which shall in the future become due and owing to the Bank from the
Borrowers or any of them, whether direct or indirect, whether as a borrower, guarantor, surety or
attorneys'
otherwise, including, without ||mitation, interest, fees and other amounts accruing after the filing
of a petition in bankruptcy by or against any Borrower, notwithstanding the discharge of such Borrower
from such obligations, together with all costs and expenses incurred by the Bank in connection with such
obligations, this Unlimited Guaranty (this "Guaranty") and the enforcement thereof, and also guarantees
the due perforrnance by the Borrowers or any of them of all their obligations under all other present and
future cGatracts and agreements with the Bank. This is a guaranty of payment and not collection.
Guarantor also agrees:
(1) to indemnify and hold the Bank and its directors, officers, employees, agents and attorneys
harm|Gss from and against all claims, obligations, demands and liabilities, by whomsoever
asserted, and against all losses in any way suffered, incurred or paid as a result of or in any
way arising out of or following or consequential to transactions with any of the Borrowers,
except for any claim arising out of the gross negligence or willful misconduct of the Bank;
(2) that this Guaranty shall not be impaired by any modification, suppisment, extension, renewal or
amendment of any contract or agreement to which the parties thereto may hereafter agree, nor
by any modification, increase, release or other alteration of any of the ob|igat|cas hereby
gueenteed or of any security therefor, nor by any agreements or arrangements whatsoever
with any of the Borrowers or anyone else, all of which may be done without notice to or consent
by the Guarantor;
(3) that the liability of the Guarantor hereunder is direct and unconditional and due immadiately
upon default of any of the Borrowers without demand or notice and without requiring the Bank
first to resort to any other right, remedy or security;
(4) that Guarantor shall have no right of subrogation, reimbuG÷m÷ñt or indemnity whatsoever until
the Bank is indefeasibly paid in full, nor any right of recoursa to security for the debts and
obligations of any of the Borrowers to the Bank;
(5) that the liability of the Guarantor is üñ||mited and shall be joint and several with the liabilities of
any other guarantors;
(6) that if any of the Borrowers or the Guarantor or any other guarantor should at any tirne becarne
insolvent or make a general assignment, or if a petition in bankruptcy or any insolvency or
reorganhetion proceed|ñgs shall be filed or commenced by, against or in respect of any of the
Bunuwers or the Guarantor, or any other guârardct of the obligations guaranteed hereby, any
and all obligations of the Guarantor shall be irnmediately due and payable without notice;
(7) that the Bank's books and records showing the account between the Bank and any of the
Borrowers shall be admissible in any action or proceeding, shall be binding upon the Guarâñtcr
for the purpose of establishing the items therein set forth and shall constitute conclusive proof
thereof;
(8) that this Guaranty is, as to the Guerenter, a cent|ñdñg Guaranty that shall remain effective
under successive transactiuñs until expressly têrraiñated as hereinafter provided;
(9) that this Guaranty may be terminated as to the Guarantor only by giving the BankSixty(60)
days'
prior written notice by registered or cêrtified mail, and thereupon this
Guaranty shall
terminate with respect to Guaranter only at the expiraticn of said Sixty(60) day period, which
shall then be the effective date of termination, and that such termination shall be epplicable only
to transactions having their inception after the effective date of termination and shall not affect
rights and obligations arising out of transactions or indebtedness or ev+ensions or r-wc!e
thereof having their inception prior to such date, Including renewals, extensions, mudfications
and refinancings of such prior transactions, or arising out of exteñsicas of credit made pursuant
to a commitment previously made by the Bank;
(10) that the death of Guarantor shall not effect the termination of this Guaranty as to Guarâñtcr
providing, that in any event within Sixty (60) days ofter the death of the Guarantor, any Dorrower
or any surviving guarantor shall provide to the Bank evidence that the estate of the Guarantor
confirms its obligations to the Bank under this Guaranty;
(11) that termination, release or limitation of any guaranty of the obligations guaranteed hereby by
any other guarantor shall not affect the continuing liability hereunder of theGuarantor;
(12) that nothing shall discharge or satisfy the liability of the Guarantor hereunder except the full
indsfeasib:6 payment and performance of all of each Borrower's debts and ob!!get!ons to the
Bank with interest and costs of collection;
(13) that this Guaranty shall not be affected by the illegality, invalidity or unsñfarceability of the
obligations guaranteed, by any fraudulent, illegal or improper act by any of the Borrowers, the
legal incapacity or any other defense of any of the Borrowers, the Guarantor or any other
person ob!!getad to the Bank consequential to transactions with any of the Borrowers nor by the
invalidation, by operation of law or otherwise, of all or any part of the ob!!getions guaranteed
hereby, including but not limited to any interest accruable on the obligations guaranteed hereby
during the pendency of any bankruptcy or receivership proceeding of any of the Borrowers;
(14) that any and all present and future debts and ob"gancñs of any of the Borrowers to Guarantor
are hereby waived and postponed in favor of and subordinated to the full indefeasible payrnent
and performance of all present and future debts and obligations of any of the Borrowsis to the
Bank:
(15) that the Guarantor hereby grants to the Bank a continuing lien and security interest in all
deposits or other sums at any time credited by or due from the Bank to the Guarantor and any
property of the Guerenter at any time in the pcsséssun of the Bank whether for safekeeping or
otherwise, or in transit to or from the Bank (regardless of the reason the Bank had received the
same or whether the Bank has conditionally released the same) as security for the full and
punctual payment and performance of all of the obligations guaranteed hereby, and such
deposits and other sums may be applied or set off against such ab"gations at any time, whether
or not such are then due, whether or not demand has been made and whether or not other
collateral is then available to the Bank;
(16) that if at any time payment of all or any part of the obligations guaranteed hereunder is
rescinded or otherwise must be restored by the Bank to any of the Borrowers or to the creditors
of any of the Borrowers or any representative of any of the Borrowers or representative of any
Borrowers'
of the creditors as a vc|dabla preference or fraudulent transfer or evñveyence upon
the insolvency, bankruptcy or reorganization of any of the Borrowers or the Guarantor, or to the
creditors of the Guarantor or any representative of the Guarantor or representative of the
creditors of Guarantor upon the insolvency, bankruptcy or reorganization of the Guarantor or
otherwise, this Guaranty shall continue to be effective or be reinstated, as the case may be, as
though such payments had not been made, and shall survive as an obligation of the Guarantor,
and shall not be discharged or satisfied by said payment or payments, notwithstanding the
return of the original of this Guaranty to the Guarantor or to any of the Borrowers, or any other
apparent termination of Guarantor's obligations hereunder;
(17) that any rights and remedies eve!!ab!e to the Bank under this Guaranty are cumü|ative, and not
exclusive of any rights and remedies otherwise ave!!ab!e to the Bank at law or inequity;
(18) that the Bank's delay or omission in exercising any of the Bank's rights and remedies shall not
constitute a waiver of these rights and remedies, nor shall the Bank's waiver of any right or
remedy operate as a waiver of any other right or remedy available to the Bank. The Bank's
waiver of any right or remedy on any one occasion shall not be considered a waiver of same on
any subsequent occasion, nor shall this be considered to be a continuing waiver;
(19) that this Guaranty incorporates all discuse!ons and negotiations bet.vóóñ the Bank and the
Guarantor concerning the guaranty and indemnification provided by the undersigned hereby,
and that no such discussions or negotiations shall limit, modify, or otherwise affect the
provisions hereof, there are no preconditions to the effectiveness of this Guarañty and that no
provision hereof may be altered, amended, waived, canceled or modified, except by a written
instrument executed and acknowledged by the Bank's duly authorized officer;
(20) that this Guaranty and all documents which have been or may be hersiriefter furnished by the
Guarantor to the Bank may be reproduced by the Bank by any photographic, photostatic,
microfilm, xerographic or similar process, and that any such reproduction shall be admissible in
evidence as the original itself in any judicial or administrative proceeding (whethêr or not the
original is in existence and whether or not such reproduction was made in the regular course of
business); and
(21) that the Guarantor shall deliver to the Bank annually and upon request thereof, personal
financial statements addressed to the Bank in form satisfactory to the Bank, and the Guarantor
represents and warrants the accuracy of any information contained therein and hereby agrees
not to encumber or transfer any assets listed on any financini staternents without the Bank's
prior consent and that so long as this Guaranty remains in effect, Guarantor shall provide the
Bank with copies of Guarantor's filed Federal and state tax returns for the prior year within 120
days after the date that Guarantor's tax retums are required to be filed each such year or such
other date approved by the Bank.
Guarantor waives: notice of acceptance hereof, presentment and protest of any instrument and
notice thereof, notice of default and all other notices to which the Guarantor might otherwise be entitled;
and any and all defenses, including without !!mitation, any and all defenses which any of the Borrowers or
any other party may have to the fullest extent permitted by law, any defense to this Guaranty based on
impairmêñt of collatêral or on suretyship défsñses of every type; any right to exoneration or marshaling.
To the maximum extent permitted by law, Guarantor waives and termiñstas any homestead rights and/or
exemptions respecting any premices under the provisions of any applicable homestead law, including
without limitation, Section 5206 of the Civil Practice Law and Rules of New York. To the extent that it
lawfully may, Guarañtor hereby further agrees not to invoke any law relating to the marshaling of
co!!atere! which might cause delay in or impede the enforcement of the Bank's rights under this Guaranty
or otherwise respecting the guaranteed obligations, and to the extent that it lawfully may do so, the
Guarantor hereby irrevocably waives the benefits of all such laws. Except as atherwise provided by
app|icabis law, the Bank shall have no duty as to the collection or protection of any collateral, if any,
securing the guaranteed obligations beyond the safe custody thereof.
Guarantor will from timo to time execute and deliver to the Dank, and take or cause to be taken, all
such other further action as the Bank may request in order to effect and confirm or vest more securely in
the Bank all the rights contemplated in this Guaranty (including, without limitation, to correct clerical
errors) or respeding any of the obligai¡cús guaranteed hereby or to comply with applicable statute or law.
ThisGuaranty shall be governed by the laws of the State of New York, shall be binding upon the
heirs, executors, administrators, successors and assigns of the Guarantor and shall inure to the benefit of
the Bank's successors and assigns.
If any provision of this Guaranty is found to be invalid, illegal or unêrif©rceable, the validity of the
remainder of the Guaranty shall not be affected.
Guarantor irrevocab|y submite to the nonexclusive jurisdicticñ of any Federal or state court sitting in
New York, any suit, action or proceeding
over arising out of or relating to this Guaranty. Guarantor
irrevocably waives, to the fullest extent it may effectively do so under applicable law, any objection it may
now or hereafter have to the faying of the venue of any such suit, action or proceeding brought in any
such court and any claim that the same has been brought in an Inconvenient forum. Guarantor hereby
consents to any and all process which may be served in any such suit, action or proceeding, (i) by mailing
a copy thereof by registered and certified mail, postage prepaid, return receipt reÿüêsted, to the
Guarantor's address shown below or as notified to the Bank and (ii) by serving the same upon the
Guarantor In any other manner otherwise p÷æ!Eed by law, and agrees that such service shall in every
respect be deemed effective service upon the Guarantor.
Executed and dated August Q 2019.
Witness: Guarantor:
Michael T Mann, individually
Address: PO Box 605

Broadalbin, NY 12025
Guaranty - Guarantor 1 © 2015 Medici, a division of Wolters Kluwer Financial Services


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CAUTION: THIS DOCUMENT HAS NOT YET BEEN REVIEWED BY THE COUNTY CLERK. (See below.) INDEX NO.

INDEX NO. UNASSIGNED

SUPREME COURT OF THE STATE OF NEW YORK

NATURE OF THE CASE

pursuant to the applicable loan documents.

3. The Loan is guaranteed by Mann.

all amounts due and owing on the Loan.

and/or owns all of the corporate and company Defendants.

8. Defendant Valuewise is a Delaware corporation, with its chief executive office

9. Defendant RPC is a Connecticut corporation, with an address of 855 Route 146

15. Defendant MyPayroll is a Massachusetts limited liability company, with an address

JURISDICTION AND VENUE

with Pioneer in New York.

where Pioneer resides.

true and correct copy of the Note is attached hereto as Exhibit B.

but not limited to, attorneys’ fees.

B. The Defendants Default Under the Loan Documents.

25. In September 2019, a number of the Borrowers ceased operations.

Pioneer as required by the Loan and Security Agreement.

was $35,839,912.81 (consisting of principal in the amount of $35,490,894.90, interest in the

28. Pioneer incorporates paragraphs 1 through 27 of this Verified Complaint as if fully

set forth herein.

by reason of, inter alia:

b) failure of the Borrowers to maintain aggregate collateral security value

c) default of a material liability, obligation, or undertaking of the Borrowers

d) the liquidation, termination, or dissolution of one or more of the Borrowers;

e) the change in the condition or affairs (financial and otherwise) of the

of all amounts owed under the Note and Loan Documents.

and collecting all amounts owed thereunder.

Documents was $35,839,912.81 (consisting of principal in the amount of $35,490,894.90, interest

35. Pioneer incorporates paragraphs 1 through 34 of this Verified Complaint as if fully

set forth herein.

Borrowers under the Note and Loan and Security Agreement.

Documents was $35,839,912.81 (consisting of principal in the amount of $35,490,894.90, interest

judgment interest at the applicable legal rate;

plus post-judgment interest at the applicable legal rate; and

Dated: October 18, 2019 Respectfully submitted,

Attorneys for Plaintiff Pioneer Bank

Frank C. Sarratori, being duly sworn, deposes and says:

true and correct copies of the documents they purport to be.

This verification is made by me pursuant to CPLR § 3020(d)(1) because Pioneer is a

Sworn to before me this

day of October, 2019

LOAN AND SECURITY AGREEMENT

as of August Û , 2019 between Valuewise Corporation, a Delaware corporation, with its

York 12180-3999 (the "Bank").

accommodations to or for the benefit of the Borrower, without Prn!tat!nn the

2. GRANT OF SECURITY INTEREST

2.2 Definitions. The following definitions shall apply:

(ii) chattel paper;

(vii) farm products;

(ix) investment property;

(xi) commercial tort claims;

(xii) deposit accounts;

(xv) supporting obligations; and

(xvi)records of, accession to and proceeds and products of the foregoing.

(v) is a non-contingent that is not subject to set-off, credit, defense,

2.5 Records. The

2.9 Search Reports.