Preview
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288
DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022
MEGED FUNDING GROUP CORP
Page 1 of 19 888-966-3433 vs snom
MEGED
F U N D I N G G RO U P
STANDARD MERCHANT CASH ADVANCE AGREEMENT
M
This is an Agreement dated Osnw2022 by and between MEGED FUNDING GROUP CORP
("MFG") and each merchant listedbelow ("Merchant").
Merchants Legal Name: AUTOGRAPHLOGISTICSNC
D/B/A/: AUTOGRAPHLOGISTICSINCKiarashKahmbaei Fed ID #:
e of Entity:
Corporation Ê Limited Liability Company Limited Partnership Û Limited LiabilityPartnership Û Sole
roprietor
Business Address: 4 Emban:aderoCT Unit 1400 City: San Francisco State: CA Zip: 94111
Contact Address: 217 EastAlarnedaAve Unit 303 City: Burbank CA Zip: 91so2
E-mail Address: Phone Nu
Purchase Price
This is the amount being paid to Merchant(s) for the Receivables Purchased Amount
(deñned below). 50,000.00
$
Receivables Purchased Amount
74,950.00
This is the amount of Receivables (deñned in Section 1 below) being sold. $
Specified Percentage
This is the percentage of Receivables (deñned below) to be delivered until the
Receivables Purchased Amount ispaid in full. 25 y,
Net Funds Provided
This is the net amount being paid to or on behalf of Merchant(s) after deduction of
applicable fees listed in Section 2 below. $ 45,000.00
InitialEstimated Payment
This is only applicable ifan Addendum for Estimated Payments is being signed. Thisis
the initialamount of periodic payments collected from Merchant(s) as an approximation $ 1.1ssos
of no more than the Speciñed Percentage of the Receivables and is subject to
reconciliation as set forth in Section 4 below. per day
TERMS AND CONDITIONS
1. Sale of Future Receipts. Merchant(s) hereby sell,assign, and transfer to MFG (making MFG the absolute
owner) in consideration of the funds provided ("Purchase Price") specified above, all of each Merchanis future accounts,
contract rights,and other obligations arising from or relating to the payment of monies from each Merchanes customers
and/or other third party payors (the "Receivables", defined as all payments made by cash, check, credit or debit card,
electronic transfer, or other form of monetary payment in the ordinary course of each merchanes business), for the
payment of each Merchanes sale of goods or services until the amount specified above (the "Receivables Purchased
Amount") has been delivered by Merchant(s) to MFG. Each Merchant hereby acknowledges that until the Receivables
Purchased Amount has been received in fullby MFG, each Merchanes Receivables, up to the balance of the Receivables
Purchased Amount, are the property of MFG and not the property of any Merchant. Each Merchant agrees that itis a
fiduciary for MFG and that each Merchant willhold Receivables in trustfor MFG in itscapacity as a fiduciary for MFG.
I have read and agree to the terms and conditions set forth above:
Name and Title: KiarashKahrobaei Date: osns2022
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288
DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022
Page 2 of 19
STANDARD MERCHANT CASH ADVANCE AGREEMENT
The Receivables Purchased Amount shall be paid to MFG by each Merchant irrevocably authorizing only one
depositing account acceptable to MFG (the "Account") to remit the percentage specified above (the "Specified
Percentage") of each Merchants settlement amounts due from each transaction, until such time as MFG receives
payment in fullof the Receivables Purchased Amount. Each Merchant hereby authorizes MFG to ACH debit the specified
remittances from the Account on a daily basis as of the next business day after the date of this Agreement and will
provide MFG with allrequired access codes and monthly bank statements. Each Merchant understands that it will
be held
responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). MFG is not
responsible forany overdrafts or rejected transactions that may result from MFG's ACH debiting the Specified Percentage
amounts under the terms of this Agreement.
2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant willbe held responsible to
MFG for the following fees, where applicable:
A. $ 5,ooom - to cover underwriting and the ACH debit program, as well as related expenses. This willbe
deducted from payment of the Purchase Price.
B. Wire Fee - shall receive to the Account and willbe charged $50.00 for a Fed
Merchant(s) funding electronically
Wire or $0.00 for a bank ACH. This willbe deducted from payment of the Purchase Price.
C. Blocked Account/Default - $2,500.00 - IfMFG considers an Event of Default to have taken place under Section
34.
D. UCC Fee - $195.00 - to cover MFG a UCC-1 statement to secure its interestin the Receivables
filing financing
Purchased Amount. A $195.00 UCC termination fee willbe charged if aUCC filingisterminated.
E. Court costs, arbitration fees, collection agency fees, attomey fees, expert fees, and any other expenses
incurred in litigation,arbitration, or the enforcement of any of MFG's legal or contractual rights against each Merchant
and/or each Guarantor, ifrequired, as explained in other Sections of this Agreement.
3. Cap on Collection of the Receivables Purchased Amount. The amount that MFG will collect from
Merchant(s) towards the Receivables Purchased Amount during any specific 6y will be capped at
$ 1.15308 (the "Cap"). Ifthe Specified Percentage of all Receivables for a specific 6y is less than the
Cap, then in addition to the Specified Percentage of Receivables for that6y , MFG will be permitted to collect any
Receivables itdid not previously collect due to the Cap such that the total amount collected during that 6y does
not exceed the Cap. The Cap isnot applicable to make up for a business day on which MFG is closed and does not ACH
debit the Account, to subsequent attempts to collect a rejected or blocked ACH payment, or for the collection of any of the
fees listed inSection 2 or if anyEvent of Default listedin Section 34 is considered by MFG tohave taken place.
4. Reconciliations. Any Merchant may give written notice to MFG requesting that MFG conduct a reconciliation in
order to ensure that the amount that MFG has collected equals the Specified Percentage of Merchant(s)'s Receivables
under this Agreement. Any Merchant may give written notice requesting a reconciliation. A reconciliation may also be
requested by e-mail to moshe@megedfunding.com and such notice will be deemed to have been received ifand
when MFG sends a reply e-mail (but not a read receipt). Ifsuch reconciliation determines that MFG collected more than it
was entitled to,then MFG willcredit to the Account allamounts to which MFG was not entitled within seven days thereafter.
Ifsuch reconciliation determines that MFG collected less than itwas entitled to, then MFG will debit from the Account
alladditional amounts to which MFG was entitled within seven days thereafter. In order to effectuate this reconciliation,
any Merchant must produce with itsrequest the login and password for the Account and any and all bank statements
and merchant statements covering the period from the date of this Agreement through the date of the request
for a reconciliation. MFG will complete each such reconciliation within two business days after receipt of a written
request for one accompanied by the information and documents required for it.Nothing herein limits the amount of times
that such a reconciliation may be requested.
5. Prepayments. Although there is no obligation to do so, any Merchant may prepay any amount towards the
Receivables Purchased Amount. There willbe no penalty for any prepayment made by any Merchant. Any Merchant may
elect to terminate this Agreement by prepaying MFG the amount of the balance of the Receivables Purchased Amount at
that time.
I have read and agree to the terms and conditions set forth above:
Name and Title: Kiaras Kahmbaei Date: 06/13/2022
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288
DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DD0CFD
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022
Page 3 of 19
STANDARD MERCHANT CASH ADVANCE AGREEMENT
6. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to MFG, to obtain electronic fund
transfer services and/or “ACH” payments. Merchant(s) shall provide MFG and/or its authorized agent with all of the
information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize
MFG and/or itsagent(s) to deduct the amounts owed to MFG for the Receivables as specified herein from settlement
amounts which would otherwise be due to each Merchant and to pay such amounts to MFG by permitting MFG to
withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable absent MFG's
written consent.
7. Term of Agreement. The term of this Agreement is indefinite and shall continue untilMFG receives the full
Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of
Sections 4, 6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19, 22, 23, 28, 31, 32, 33, 34, 35, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47,
48, 49, 50, 51, 52, 53, 54, 55, 56, 57, and 58 shall survive any termination of this Agreement.
8. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the
ordinary course of its business and that the payments to be made from each Merchant to MFG under this Agreement are
being made in the ordinary course of each Merchant’s business.
9. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the
Guarantee of this Agreement) authorizes MFG and its agent(s) to investigate each Merchant’s financial responsibility and
history, and will provide to MFG any bank or financial statements, tax returns, and other documents and records, as MFG
deems necessary prior to or at any time after execution of this Agreement. A photocopy of this authorization will be
deemed as acceptable for release of financial information. MFG is authorized to update such information and financial
profiles from time to time as it deems appropriate.
10. Monitoring, Recording, and Electronic Communications. MFG may choose to monitor and/or record
telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant
agrees that any call between MFG and any Merchant or its representatives may be monitored and/or recorded. Each
Merchant and each Guarantor grants access for MFG to enter any Merchant’s premises and to observe any Merchant’s
premises without any prior notice to any Merchant at any time after execution of this Agreement.
MFG may use automated telephone dialing, text messaging systems, and e-mail to provide messages to
Merchant(s), Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant), and
Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the
telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages may also be
recorded by the recipient’s answering machine or voice mail. Each Merchant, each Owner, and each Guarantor gives
MFG permission to call or send a text message to any telephone number given to MFG in connection with this Agreement
and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any
Merchant’s account over the phone. Each Merchant, each Owner, and each Guarantor also gives MFG permission to
communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that MFG will
not be liable to any of them for any such calls or electronic communications, even if information is communicated to an
unintended recipient. Each Merchant, each Owner, and each Guarantor acknowledge that when they receive such calls or
electronic communications, they may incur a charge from the company that provides them with telecommunications,
wireless, and/or Internet services, and that MFG has no liability for any such charges.
11. Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth
herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement.
Each Merchant and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement for
each Merchant, legally binding said Merchant to itsobligations under this Agreement and that the information provided
herein and in all of MFG's documents, forms, and recorded interview(s) istrue, accurate, and complete in all respects.
MFG may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from
Merchant(s) to MFG. An investigative report may be made in connection with the Agreement. Each Merchant and each
Owner signing this Agreement authorize MFG, its agents and representatives, and any credit‐reporting agency engaged
by MFG, to (i) investigate any references given or any other statements obtained from or about each Merchant or any of
I have read and agree to the terms and conditions set forth above:
__________________________________________________________
Kiarash Kahrobaei
Name and Title: _________________________ 06/13/2022
Date: ______________
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288
DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022
Page 4 of 19
STANDARD MERCHANT CASH ADVANCE AGREEMENT
itsOwners for the purpose of this Agreement, and (ii)pull credit report at any time now or forso long as any Merchant
and/or Owners(s) continue to have any obligation to MFG under this Agreement or for MFG's abilityto determine any
Merchants eligibilityto enter into any future agreement with MFG. Any misrepresentation made by any Merchant or
Owner in connection with thisAgreement may constitute a separate claim forfraud or intentional misrepresentation.
Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are
instructions'
providing 'written to MFG under the Fair Credit Reporting Act, authorizing MFG to obtain information from
their personal credit profileor other information from Experian, TransUnion, and Equifax. Each Merchant and each
Guarantor authorizes MFG to obtain such information solely toconduct a pre-qualification for credit.
Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they
instructions'
are providing 'written to MFG under the Fair Credit Reporting Act, authorizing MFG to obtain information from
their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each
Guarantor authorizes MFG to obtain such information in accordance with a merchant cash advance application.
12. Transactional History. Each Merchant authorizes itsbank to provide MFG with itsbanking and/or credit card
processing history.
13. Indemnification. Each Merchant and each Guarantor jointlyand severally indemnify and hold harmless each
Merchants credit card and check processors (collectively, "Processor") and Processors officers, directors, and
shareholders against all losses, damages, claims, and
liabilities, expenses (including reasonable attomey and expert
fees) incurred by Processor resulting from (a) claims asserted by MFG for monies owed to MFG from any Merchant and
(b) actions taken by any Processor in reliance upon information or instructions provided by MFG.
14. No Liability. In no event willMFG be liable for any claims asserted by any Merchant under any legal theory
for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or
consequential damages, each of which iswaived by each Merchant and each Guarantor.
15. Sale of Receivables. Each Merchant and MFG agree that the Purchase Price under this Agreement is in
exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall itbe
construed as a loan from MFG to any Merchant. MFG is entering into this Agreement knowing the risks that each
Merchanes business may decline or fail,resulting in MFG not receiving the Receivables Purchased Amount. Each
Merchant agrees that the Purchase Price inexchange for the Receivables pursuant to this Agreement equals the fair
market value of such Receivables. MFG has purchased and shall own allthe Receivables described in thisAgreement up
to the full Receivables Purchased Amount as the Receivables are created. Payments made to MFG in respect to the full
amount of the Receivables shall be conditioned upon each Merchanes sale of products and services and the payment
therefor by each Merchants customers in the manner provided in this Agreement. Although certain jurisdictions require
the disclosure of an Annual Percentage Rate or APR in connection with thisAgreement, those disclosures do not change
the fact that the transaction encompassed by this Agreement isnot a loan and does not have an interest rate.
16. Power of Attorney. Each Merchant irrevocably appoints MFG as its agent and attomey-in-fact with full
authority to take any action or execute any instrument or document to settle allobligations due to MFG, or, ifMFG
considers an Event of Default to have taken place under Section 34, to settle all obligations due to MFG from each
Merchant, including without limitation (i)to obtain and adjust insurance; to
(ii) collect monies due or to become due under
or in respect of any of the Collateral (which is defined in Section 33); to
(iii) receive, endorse and collect any checks,
notes, drafts,instruments, documents, or chattel paper in connection with clause (i)or clause above;
(ii) (iv)to sign each
Merchanes name on any invoice, billof lading, or assignment directing customers or account debtors to make payment
directly to MFG; and (v) to fileany claims or take any action or instituteany proceeding which MFG may deem necessary
for the collection of any of the unpaid Receivables Purchased Amount from the Collateral, or otherwise to enforce its
rights with respect to payment of the Receivables Purchased Amount.
17. Protections Against Default. The following Protections 1 through 7 may be invoked by MFG, immediately
and without notice to any Merchant in theevent:
(a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used
I have read and agree to the terms and conditions set forth above:
Name and Title:
Kiarash Kah 66 ei
Date:
06/13/2022
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288
DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022
Page 5 of 19
STANDARD MERCHANT CASH ADVANCE AGREEMENT
by itscustomers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization
of checks and credit cards forthe purchase ofany Merchants services and products;
(b) Any Merchant changes itsarrangements with any Processor in any way that isadverse to MFG;
(c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check
and/or credit card processor or permits any event to occur that could cause diversion of any Merchanes check and/or
credit card transactions to another such processor
(d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of
God) or transfers, moves, sells,disposes, or otherwise conveys itsbusiness or assets without (i)the express priorwritten
consent of MFG and (ii)the written agreement of any purchaser or transferee to the assumption of all of any Merchants
obligations under thisAgreement pursuant todocumentation satisfactory to MFG; or
(e) Any Merchant takes any action, failsto take any action, or offers any incentive-economic or otherwise-the
result of which willbe to induce any customer or customers to pay for any Merchanes goods or services with any means
other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other
remedies available to MFG atlaw, inequity, or otherwise available pursuant to this Agreement.
(f)MFG considers any Event of Default listedin Section 34 to have taken place.
Protection 1: The fulluncollected Receivables Purchased Amount plus allfees due under this Agreement may
become due and payable infullimmediately.
Protection 2. MFG may enforce the provisions of the Guarantee against Guarantor.
Protection 3. MFG may enforce itssecurity interest in the Collateral identified in Section 33.
Protection 4. MFG may proceed toprotect and enforce itsrights and remedies by litigationor arbitration.
Protection 5. Ifrequested by MFG, Merchant shall deliver to MFG an executed assignment of lease of each
Merchanes premises in favor of MFG. Upon breach of any provision in thisSection 17, MFG may exercise itsrights under
such assignment of lease.
Protection 6. MFG may debit any Merchanes depository accounts wherever situated by means of ACH debit or
electronic or facsimile signature on a computer-generated check drawn on any Merchanes bank account or otherwise, in
an amount consistent with the terms of thisAgreement.
Protection 7. MFG will have the right,without waiving any of its rights and remedies and without notice to any
Merchant and/or Guarantor, to notify each Merchants credit card and/or check processor of the sale of Receivables
hereunder and to direct such credit card processor to make payment to MFG of allor any portion of the amounts received
such credit card processor on behalf of each Merchant. Each Merchant grants to MFG an irrevocable power-of-
by hereby
attorney, which power-of-attorney willbe coupled with an interest, and hereby appoints MFG and itsrepresentatives as
each Merchants attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or
check processor to make payment to MFG as contemplated by this Section.
18. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each
Merchant and/or as Owner, inrespect of himself or herself personally, authorizes MFG to disclose information conceming
each Merchant, Owner and/or Guarantor's credit standing and business conduct to agents, affiliates,subsidiaries, and
credit reporting bureaus. Each Merchant, Guarantor, and Owner hereby waives to the maximum extent permitted by law
any claim for damages against MFG or any of itsaffiliates relating to any (i)investigation undertaken by or on behalf of
MFG as permitted by this Agreement or disclosure
(ii) of information as permitted by thisAgreement.
19. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and
services offered by MFG, including this Agreement and any other MFG documents (collectively, "Confidential
Information") are proprietary and confidential information of MFG. Accordingly, unless disclosure is required by law or
court order, Merchant(s) shall not disclose Confidential Information of MFG to any person other than an attomey,
accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of
advising any Merchant ("Advisor"), provided such Advisor uses such information solely for the purpose of advising any
Merchant and firstagrees inwriting to be bound by the terms of this Section 19.
as"
20. D/B/As. Each Merchant hereby acknowledges and agrees that MFG may be using "doing business or
"d/b/a"
names in connection with various matters relating to the transaction between MFG and each Merchant, including
the filingof UCC-1 financing statements and other notices or filings.
I have read and agree to the terms and conditions set forth above:
Kiarash Kahrobaei 06/13/2022
Name and Title: Date:
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288
DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DD0CFD
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022
Page 6 of 19
STANDARD MERCHANT CASH ADVANCE AGREEMENT
21. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its
bank and financial statements, copies of which have been furnished to MFG, and future statements which will be
furnished hereafter at the request of MFG, fairly represent the financial condition of each Merchant at such dates, and that
since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation, or
ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise MFG of any material adverse
change in its financial condition, operation, or ownership.
22. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and
shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and
to conduct the business in which it is presently engaged.
23. Authorization. Each Merchant represents, warrants, and covenants that itand each person signing this
Agreement on behalf of each Merchant has full power and authority to incur and perform the obligations under this
Agreement, all of which have been duly authorized.
24. Insurance. Each Merchant represents, warrants, and covenants that it willmaintain business‐interruption
insurance naming MFG as loss payee and additional insured in amounts and against risks as are satisfactory to MFG and
shall provide MFG proof of such insurance upon request.
25. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that itwill
not, without MFG's prior written consent, change itsProcessor, add terminals, change its financial institution or bank
account, or take any other action that could have any adverse effect upon any Merchant’s obligations under this
Agreement.
26. Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its
business under any name other than as disclosed to MFG or change any place(s) of itsbusiness without prior written
consent from MFG.
27. Estoppel Certificate. Each Merchant represents, warrants, and covenants that it will, at any time, and from
time to time, upon at least two day’s prior notice from MFG to that Merchant, execute, acknowledge, and deliver to MFG
and/or to any other person or entity specified by MFG, a statement certifying that this Agreement is unmodified and in full
force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the
modifications) and stating the dates which the Receivables Purchased Amount or any portion thereof have been paid.
28. No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it
does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and
there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it
does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed
against it. Each Merchant further warrants that there will be no statutory presumption that it would have been insolvent on
the date of this Agreement.
29. Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good,
complete, and marketable titleto all Receivables, free and clear of any and all liabilities,
liens, claims, changes,
restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or
nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to the interests
of MFG, other than any for which MFG has actual or constructive knowledge as of the date of this Agreement.
30. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other
than MFG any arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form of
a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without the prior
written consent of MFG.
I have read and agree to the terms and conditions set forth above:
__________________________________________________________
Kiarash Kahrobaei
Name and Title: _________________________ 06/13/2022
Date: ______________
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288
DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
31. Business Purpose. Each Merchant represents, warrants, and covenants that itis a valid business in good
standing under the laws of the jurisdictions inwhich itis organized and/or operates, and each Merchant isentering into
this Agreement for business purposes and not as a consumer for personal, family, or household purposes.
32. Default Under Other Contracts. Each Merchant represents, warrants, and covenants that itsexecution of
and/or performance under thisAgreement will not cause or create an event of default by any Merchant under any contract
with another person or entity.
33. Security Interest. To secure each Merchant's payment and performance obligations to MFG under this
Agreement and any future agreement with MFG, each Merchant hereby grants to MFG a security interest in collateral
(the "Collateral"), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts,
accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and
inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the "UCC"), now or hereafter owned
or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties
acknowledge and agree that any security interestgranted to MFG under any other agreement between any Merchant or
Guarantor and MFG (the "Cross-Collateral") will secure the obligations hereunder and under this Agreement. Negative
Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist,directly or indirectly, any lien on or with
respect to any of the Collateral or the Cross-Collateral, as applicable.
Each Merchant agrees to execute any documents or take any action in connection with this Agreement as MFG
deems necessary to perfect or maintain MFG's firstpriority security interest in the Collateral and the Cross-Collateral,
including the execution of any account control agreements. Each Merchant hereby authorizes MFG to fileany financing
statements deemed necessary by MFG to perfect or maintain MFG's security interest, which financing statements may
contain notification that each Merchant has granted a negative pledge to MFG with respect to the Collateral and the
Cross-Collateral, and that any subsequent lienor may be tortiously interfering with MFG's rights. Each Merchant shall be
liablefor and MFG may charge and collect allcosts and expenses, including but not limited to attomey fees, which may be
incurred by MFG in protecting, preserving, and enforcing MFG's security interest and rights. Each Merchant further
acknowledges that MFG may use another legal name and/or D/B/A or an agent when designating the Secured Party
when MFG filesthe above-referenced financing statement(s).
Default"
34. Events of Default. An "Event of may be considered to have taken place if any of the following occur:
(1) Any Merchant violates any term or covenant in this Agreement;
(2) Any representation or warranty by any Merchant in any Agreement with MFG that has not been terminated
proves to have been incorrect, false, or misleading in any material respect when made;
(3) Any Merchant failsto provide MFG with written notice of any material change in itsfinancial condition,
operation, or ownership within seven days thereafter (unless a differentnotice period isspecifically provided for elsewhere
in thisAgreement;
(4) the sending of notice of termination by any Merchant or Guarantor;
(5) Any Merchant transports, moves, interrupts, suspends, dissolves, or terminates itsbusiness without the prior
written consent of MFG other than a bankruptcy filing;
(6) Any Merchant transfers or sells allor substantially allof itsassets without the prior written consent of MFG
(7) Any Merchant makes or sends notice ofany intended bulk sale or transfer by any Merchant without the prior
written consent of MFG;
(8) Any Merchant uses multiple depository accounts without the prior written consent of MFG;
(9) Any Merchant changes the Account without the priorwritten consent of MFG;
(10) MFG is not provided with updated login or password information for the Account within one business
day after any such change is made by any Merchant;
(11) Any Merchant fails to send bank statements, merchant account statements, or bank login information for the
Account within two business days after a written request forsame is made by MFG;
(12) Any Merchant performs any act that reduces the value of any Collateral granted under thisAgreement;
(13) Any Merchant failsto deposit itsReceivables into theAccount;
I have read and agree to the terms and conditions set forth above:
Kiarash Kahrobaei 06/13/2022
Name and Title: Date:
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288
DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022
Page 8 of 19
STANDARD MERCHANT CASH ADVANCE AGREEMENT
(14) Any Merchant causes any ACH debit to the Account by MFG to be blocked or stopped without providing any
advance written notice to MFG, which notice may be given by e-mail to moshe@megedfunding.com; or
(15) Any Merchant prevents MFG from collecting any part of the Receivables Purchased Amount;
(16) Any Merchant causes any ACH debit to the Account to be stopped or otherwise retumed that would result in
an ACH Retum Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide MFG
with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or otherwise retumed, which
notice may be given by e-mail to moshe@megedfunding.com; or
(17) Any Merchant defaults under any of the terms, covenants, and conditions of any other agreement with MFG.
35. Remedies. In case any Event of Default occurs and is not waived, MFG may proceed to protect and enforce
itsrights or remedies by suit inequity or by action at law, or both, whether for the specific performance of any covenant,
agreement, or other provision contained herein, or to enforce the discharge of each M
Preview
FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288 DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022 MEGED FUNDING GROUP CORP Page 1 of 19 888-966-3433 vs snom MEGED F U N D I N G G RO U P STANDARD MERCHANT CASH ADVANCE AGREEMENT M This is an Agreement dated Osnw2022 by and between MEGED FUNDING GROUP CORP ("MFG") and each merchant listedbelow ("Merchant"). Merchants Legal Name: AUTOGRAPHLOGISTICSNC D/B/A/: AUTOGRAPHLOGISTICSINCKiarashKahmbaei Fed ID #: e of Entity: Corporation Ê Limited Liability Company Limited Partnership Û Limited LiabilityPartnership Û Sole roprietor Business Address: 4 Emban:aderoCT Unit 1400 City: San Francisco State: CA Zip: 94111 Contact Address: 217 EastAlarnedaAve Unit 303 City: Burbank CA Zip: 91so2 E-mail Address: Phone Nu Purchase Price This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (deñned below). 50,000.00 $ Receivables Purchased Amount 74,950.00 This is the amount of Receivables (deñned in Section 1 below) being sold. $ Specified Percentage This is the percentage of Receivables (deñned below) to be delivered until the Receivables Purchased Amount ispaid in full. 25 y, Net Funds Provided This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed in Section 2 below. $ 45,000.00 InitialEstimated Payment This is only applicable ifan Addendum for Estimated Payments is being signed. Thisis the initialamount of periodic payments collected from Merchant(s) as an approximation $ 1.1ssos of no more than the Speciñed Percentage of the Receivables and is subject to reconciliation as set forth in Section 4 below. per day TERMS AND CONDITIONS 1. Sale of Future Receipts. Merchant(s) hereby sell,assign, and transfer to MFG (making MFG the absolute owner) in consideration of the funds provided ("Purchase Price") specified above, all of each Merchanis future accounts, contract rights,and other obligations arising from or relating to the payment of monies from each Merchanes customers and/or other third party payors (the "Receivables", defined as all payments made by cash, check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each merchanes business), for the payment of each Merchanes sale of goods or services until the amount specified above (the "Receivables Purchased Amount") has been delivered by Merchant(s) to MFG. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in fullby MFG, each Merchanes Receivables, up to the balance of the Receivables Purchased Amount, are the property of MFG and not the property of any Merchant. Each Merchant agrees that itis a fiduciary for MFG and that each Merchant willhold Receivables in trustfor MFG in itscapacity as a fiduciary for MFG. I have read and agree to the terms and conditions set forth above: Name and Title: KiarashKahrobaei Date: osns2022 FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288 DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022 Page 2 of 19 STANDARD MERCHANT CASH ADVANCE AGREEMENT The Receivables Purchased Amount shall be paid to MFG by each Merchant irrevocably authorizing only one depositing account acceptable to MFG (the "Account") to remit the percentage specified above (the "Specified Percentage") of each Merchants settlement amounts due from each transaction, until such time as MFG receives payment in fullof the Receivables Purchased Amount. Each Merchant hereby authorizes MFG to ACH debit the specified remittances from the Account on a daily basis as of the next business day after the date of this Agreement and will provide MFG with allrequired access codes and monthly bank statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). MFG is not responsible forany overdrafts or rejected transactions that may result from MFG's ACH debiting the Specified Percentage amounts under the terms of this Agreement. 2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant willbe held responsible to MFG for the following fees, where applicable: A. $ 5,ooom - to cover underwriting and the ACH debit program, as well as related expenses. This willbe deducted from payment of the Purchase Price. B. Wire Fee - shall receive to the Account and willbe charged $50.00 for a Fed Merchant(s) funding electronically Wire or $0.00 for a bank ACH. This willbe deducted from payment of the Purchase Price. C. Blocked Account/Default - $2,500.00 - IfMFG considers an Event of Default to have taken place under Section 34. D. UCC Fee - $195.00 - to cover MFG a UCC-1 statement to secure its interestin the Receivables filing financing Purchased Amount. A $195.00 UCC termination fee willbe charged if aUCC filingisterminated. E. Court costs, arbitration fees, collection agency fees, attomey fees, expert fees, and any other expenses incurred in litigation,arbitration, or the enforcement of any of MFG's legal or contractual rights against each Merchant and/or each Guarantor, ifrequired, as explained in other Sections of this Agreement. 3. Cap on Collection of the Receivables Purchased Amount. The amount that MFG will collect from Merchant(s) towards the Receivables Purchased Amount during any specific 6y will be capped at $ 1.15308 (the "Cap"). Ifthe Specified Percentage of all Receivables for a specific 6y is less than the Cap, then in addition to the Specified Percentage of Receivables for that6y , MFG will be permitted to collect any Receivables itdid not previously collect due to the Cap such that the total amount collected during that 6y does not exceed the Cap. The Cap isnot applicable to make up for a business day on which MFG is closed and does not ACH debit the Account, to subsequent attempts to collect a rejected or blocked ACH payment, or for the collection of any of the fees listed inSection 2 or if anyEvent of Default listedin Section 34 is considered by MFG tohave taken place. 4. Reconciliations. Any Merchant may give written notice to MFG requesting that MFG conduct a reconciliation in order to ensure that the amount that MFG has collected equals the Specified Percentage of Merchant(s)'s Receivables under this Agreement. Any Merchant may give written notice requesting a reconciliation. A reconciliation may also be requested by e-mail to moshe@megedfunding.com and such notice will be deemed to have been received ifand when MFG sends a reply e-mail (but not a read receipt). Ifsuch reconciliation determines that MFG collected more than it was entitled to,then MFG willcredit to the Account allamounts to which MFG was not entitled within seven days thereafter. Ifsuch reconciliation determines that MFG collected less than itwas entitled to, then MFG will debit from the Account alladditional amounts to which MFG was entitled within seven days thereafter. In order to effectuate this reconciliation, any Merchant must produce with itsrequest the login and password for the Account and any and all bank statements and merchant statements covering the period from the date of this Agreement through the date of the request for a reconciliation. MFG will complete each such reconciliation within two business days after receipt of a written request for one accompanied by the information and documents required for it.Nothing herein limits the amount of times that such a reconciliation may be requested. 5. Prepayments. Although there is no obligation to do so, any Merchant may prepay any amount towards the Receivables Purchased Amount. There willbe no penalty for any prepayment made by any Merchant. Any Merchant may elect to terminate this Agreement by prepaying MFG the amount of the balance of the Receivables Purchased Amount at that time. I have read and agree to the terms and conditions set forth above: Name and Title: Kiaras Kahmbaei Date: 06/13/2022 FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288 DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DD0CFD NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022 Page 3 of 19 STANDARD MERCHANT CASH ADVANCE AGREEMENT 6. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to MFG, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide MFG and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize MFG and/or itsagent(s) to deduct the amounts owed to MFG for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to MFG by permitting MFG to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable absent MFG's written consent. 7. Term of Agreement. The term of this Agreement is indefinite and shall continue untilMFG receives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 4, 6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19, 22, 23, 28, 31, 32, 33, 34, 35, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, and 58 shall survive any termination of this Agreement. 8. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that the payments to be made from each Merchant to MFG under this Agreement are being made in the ordinary course of each Merchant’s business. 9. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement) authorizes MFG and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to MFG any bank or financial statements, tax returns, and other documents and records, as MFG deems necessary prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as acceptable for release of financial information. MFG is authorized to update such information and financial profiles from time to time as it deems appropriate. 10. Monitoring, Recording, and Electronic Communications. MFG may choose to monitor and/or record telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between MFG and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for MFG to enter any Merchant’s premises and to observe any Merchant’s premises without any prior notice to any Merchant at any time after execution of this Agreement. MFG may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant), and Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Merchant, each Owner, and each Guarantor gives MFG permission to call or send a text message to any telephone number given to MFG in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any Merchant’s account over the phone. Each Merchant, each Owner, and each Guarantor also gives MFG permission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that MFG will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant, each Owner, and each Guarantor acknowledge that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that MFG has no liability for any such charges. 11. Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to itsobligations under this Agreement and that the information provided herein and in all of MFG's documents, forms, and recorded interview(s) istrue, accurate, and complete in all respects. MFG may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to MFG. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize MFG, its agents and representatives, and any credit‐reporting agency engaged by MFG, to (i) investigate any references given or any other statements obtained from or about each Merchant or any of I have read and agree to the terms and conditions set forth above: __________________________________________________________ Kiarash Kahrobaei Name and Title: _________________________ 06/13/2022 Date: ______________ FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288 DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022 Page 4 of 19 STANDARD MERCHANT CASH ADVANCE AGREEMENT itsOwners for the purpose of this Agreement, and (ii)pull credit report at any time now or forso long as any Merchant and/or Owners(s) continue to have any obligation to MFG under this Agreement or for MFG's abilityto determine any Merchants eligibilityto enter into any future agreement with MFG. Any misrepresentation made by any Merchant or Owner in connection with thisAgreement may constitute a separate claim forfraud or intentional misrepresentation. Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are instructions' providing 'written to MFG under the Fair Credit Reporting Act, authorizing MFG to obtain information from their personal credit profileor other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes MFG to obtain such information solely toconduct a pre-qualification for credit. Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they instructions' are providing 'written to MFG under the Fair Credit Reporting Act, authorizing MFG to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes MFG to obtain such information in accordance with a merchant cash advance application. 12. Transactional History. Each Merchant authorizes itsbank to provide MFG with itsbanking and/or credit card processing history. 13. Indemnification. Each Merchant and each Guarantor jointlyand severally indemnify and hold harmless each Merchants credit card and check processors (collectively, "Processor") and Processors officers, directors, and shareholders against all losses, damages, claims, and liabilities, expenses (including reasonable attomey and expert fees) incurred by Processor resulting from (a) claims asserted by MFG for monies owed to MFG from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by MFG. 14. No Liability. In no event willMFG be liable for any claims asserted by any Merchant under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which iswaived by each Merchant and each Guarantor. 15. Sale of Receivables. Each Merchant and MFG agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall itbe construed as a loan from MFG to any Merchant. MFG is entering into this Agreement knowing the risks that each Merchanes business may decline or fail,resulting in MFG not receiving the Receivables Purchased Amount. Each Merchant agrees that the Purchase Price inexchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. MFG has purchased and shall own allthe Receivables described in thisAgreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to MFG in respect to the full amount of the Receivables shall be conditioned upon each Merchanes sale of products and services and the payment therefor by each Merchants customers in the manner provided in this Agreement. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with thisAgreement, those disclosures do not change the fact that the transaction encompassed by this Agreement isnot a loan and does not have an interest rate. 16. Power of Attorney. Each Merchant irrevocably appoints MFG as its agent and attomey-in-fact with full authority to take any action or execute any instrument or document to settle allobligations due to MFG, or, ifMFG considers an Event of Default to have taken place under Section 34, to settle all obligations due to MFG from each Merchant, including without limitation (i)to obtain and adjust insurance; to (ii) collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 33); to (iii) receive, endorse and collect any checks, notes, drafts,instruments, documents, or chattel paper in connection with clause (i)or clause above; (ii) (iv)to sign each Merchanes name on any invoice, billof lading, or assignment directing customers or account debtors to make payment directly to MFG; and (v) to fileany claims or take any action or instituteany proceeding which MFG may deem necessary for the collection of any of the unpaid Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount. 17. Protections Against Default. The following Protections 1 through 7 may be invoked by MFG, immediately and without notice to any Merchant in theevent: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used I have read and agree to the terms and conditions set forth above: Name and Title: Kiarash Kah 66 ei Date: 06/13/2022 FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288 DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022 Page 5 of 19 STANDARD MERCHANT CASH ADVANCE AGREEMENT by itscustomers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards forthe purchase ofany Merchants services and products; (b) Any Merchant changes itsarrangements with any Processor in any way that isadverse to MFG; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchanes check and/or credit card transactions to another such processor (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells,disposes, or otherwise conveys itsbusiness or assets without (i)the express priorwritten consent of MFG and (ii)the written agreement of any purchaser or transferee to the assumption of all of any Merchants obligations under thisAgreement pursuant todocumentation satisfactory to MFG; or (e) Any Merchant takes any action, failsto take any action, or offers any incentive-economic or otherwise-the result of which willbe to induce any customer or customers to pay for any Merchanes goods or services with any means other than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to MFG atlaw, inequity, or otherwise available pursuant to this Agreement. (f)MFG considers any Event of Default listedin Section 34 to have taken place. Protection 1: The fulluncollected Receivables Purchased Amount plus allfees due under this Agreement may become due and payable infullimmediately. Protection 2. MFG may enforce the provisions of the Guarantee against Guarantor. Protection 3. MFG may enforce itssecurity interest in the Collateral identified in Section 33. Protection 4. MFG may proceed toprotect and enforce itsrights and remedies by litigationor arbitration. Protection 5. Ifrequested by MFG, Merchant shall deliver to MFG an executed assignment of lease of each Merchanes premises in favor of MFG. Upon breach of any provision in thisSection 17, MFG may exercise itsrights under such assignment of lease. Protection 6. MFG may debit any Merchanes depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchanes bank account or otherwise, in an amount consistent with the terms of thisAgreement. Protection 7. MFG will have the right,without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchants credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to make payment to MFG of allor any portion of the amounts received such credit card processor on behalf of each Merchant. Each Merchant grants to MFG an irrevocable power-of- by hereby attorney, which power-of-attorney willbe coupled with an interest, and hereby appoints MFG and itsrepresentatives as each Merchants attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to make payment to MFG as contemplated by this Section. 18. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant and/or as Owner, inrespect of himself or herself personally, authorizes MFG to disclose information conceming each Merchant, Owner and/or Guarantor's credit standing and business conduct to agents, affiliates,subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and Owner hereby waives to the maximum extent permitted by law any claim for damages against MFG or any of itsaffiliates relating to any (i)investigation undertaken by or on behalf of MFG as permitted by this Agreement or disclosure (ii) of information as permitted by thisAgreement. 19. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by MFG, including this Agreement and any other MFG documents (collectively, "Confidential Information") are proprietary and confidential information of MFG. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of MFG to any person other than an attomey, accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of advising any Merchant ("Advisor"), provided such Advisor uses such information solely for the purpose of advising any Merchant and firstagrees inwriting to be bound by the terms of this Section 19. as" 20. D/B/As. Each Merchant hereby acknowledges and agrees that MFG may be using "doing business or "d/b/a" names in connection with various matters relating to the transaction between MFG and each Merchant, including the filingof UCC-1 financing statements and other notices or filings. I have read and agree to the terms and conditions set forth above: Kiarash Kahrobaei 06/13/2022 Name and Title: Date: FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288 DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DD0CFD NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022 Page 6 of 19 STANDARD MERCHANT CASH ADVANCE AGREEMENT 21. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements, copies of which have been furnished to MFG, and future statements which will be furnished hereafter at the request of MFG, fairly represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise MFG of any material adverse change in its financial condition, operation, or ownership. 22. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently engaged. 23. Authorization. Each Merchant represents, warrants, and covenants that itand each person signing this Agreement on behalf of each Merchant has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 24. Insurance. Each Merchant represents, warrants, and covenants that it willmaintain business‐interruption insurance naming MFG as loss payee and additional insured in amounts and against risks as are satisfactory to MFG and shall provide MFG proof of such insurance upon request. 25. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that itwill not, without MFG's prior written consent, change itsProcessor, add terminals, change its financial institution or bank account, or take any other action that could have any adverse effect upon any Merchant’s obligations under this Agreement. 26. Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name other than as disclosed to MFG or change any place(s) of itsbusiness without prior written consent from MFG. 27. Estoppel Certificate. Each Merchant represents, warrants, and covenants that it will, at any time, and from time to time, upon at least two day’s prior notice from MFG to that Merchant, execute, acknowledge, and deliver to MFG and/or to any other person or entity specified by MFG, a statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and stating the dates which the Receivables Purchased Amount or any portion thereof have been paid. 28. No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it. Each Merchant further warrants that there will be no statutory presumption that it would have been insolvent on the date of this Agreement. 29. Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable titleto all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to the interests of MFG, other than any for which MFG has actual or constructive knowledge as of the date of this Agreement. 30. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than MFG any arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without the prior written consent of MFG. I have read and agree to the terms and conditions set forth above: __________________________________________________________ Kiarash Kahrobaei Name and Title: _________________________ 06/13/2022 Date: ______________ FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288 DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022 Page 7 of 19 STANDARD MERCHANT CASH ADVANCE AGREEMENT 31. Business Purpose. Each Merchant represents, warrants, and covenants that itis a valid business in good standing under the laws of the jurisdictions inwhich itis organized and/or operates, and each Merchant isentering into this Agreement for business purposes and not as a consumer for personal, family, or household purposes. 32. Default Under Other Contracts. Each Merchant represents, warrants, and covenants that itsexecution of and/or performance under thisAgreement will not cause or create an event of default by any Merchant under any contract with another person or entity. 33. Security Interest. To secure each Merchant's payment and performance obligations to MFG under this Agreement and any future agreement with MFG, each Merchant hereby grants to MFG a security interest in collateral (the "Collateral"), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the "UCC"), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interestgranted to MFG under any other agreement between any Merchant or Guarantor and MFG (the "Cross-Collateral") will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist,directly or indirectly, any lien on or with respect to any of the Collateral or the Cross-Collateral, as applicable. Each Merchant agrees to execute any documents or take any action in connection with this Agreement as MFG deems necessary to perfect or maintain MFG's firstpriority security interest in the Collateral and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes MFG to fileany financing statements deemed necessary by MFG to perfect or maintain MFG's security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to MFG with respect to the Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering with MFG's rights. Each Merchant shall be liablefor and MFG may charge and collect allcosts and expenses, including but not limited to attomey fees, which may be incurred by MFG in protecting, preserving, and enforcing MFG's security interest and rights. Each Merchant further acknowledges that MFG may use another legal name and/or D/B/A or an agent when designating the Secured Party when MFG filesthe above-referenced financing statement(s). Default" 34. Events of Default. An "Event of may be considered to have taken place if any of the following occur: (1) Any Merchant violates any term or covenant in this Agreement; (2) Any representation or warranty by any Merchant in any Agreement with MFG that has not been terminated proves to have been incorrect, false, or misleading in any material respect when made; (3) Any Merchant failsto provide MFG with written notice of any material change in itsfinancial condition, operation, or ownership within seven days thereafter (unless a differentnotice period isspecifically provided for elsewhere in thisAgreement; (4) the sending of notice of termination by any Merchant or Guarantor; (5) Any Merchant transports, moves, interrupts, suspends, dissolves, or terminates itsbusiness without the prior written consent of MFG other than a bankruptcy filing; (6) Any Merchant transfers or sells allor substantially allof itsassets without the prior written consent of MFG (7) Any Merchant makes or sends notice ofany intended bulk sale or transfer by any Merchant without the prior written consent of MFG; (8) Any Merchant uses multiple depository accounts without the prior written consent of MFG; (9) Any Merchant changes the Account without the priorwritten consent of MFG; (10) MFG is not provided with updated login or password information for the Account within one business day after any such change is made by any Merchant; (11) Any Merchant fails to send bank statements, merchant account statements, or bank login information for the Account within two business days after a written request forsame is made by MFG; (12) Any Merchant performs any act that reduces the value of any Collateral granted under thisAgreement; (13) Any Merchant failsto deposit itsReceivables into theAccount; I have read and agree to the terms and conditions set forth above: Kiarash Kahrobaei 06/13/2022 Name and Title: Date: FILED: SULLIVAN COUNTY CLERK 08/26/2022 10:26 AM INDEX NO. E2022-1288 DocuSign Envelope ID: 660D5D83-3706-4061-9369-EA7B72DDOCFD NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 08/26/2022 Page 8 of 19 STANDARD MERCHANT CASH ADVANCE AGREEMENT (14) Any Merchant causes any ACH debit to the Account by MFG to be blocked or stopped without providing any advance written notice to MFG, which notice may be given by e-mail to moshe@megedfunding.com; or (15) Any Merchant prevents MFG from collecting any part of the Receivables Purchased Amount; (16) Any Merchant causes any ACH debit to the Account to be stopped or otherwise retumed that would result in an ACH Retum Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide MFG with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or otherwise retumed, which notice may be given by e-mail to moshe@megedfunding.com; or (17) Any Merchant defaults under any of the terms, covenants, and conditions of any other agreement with MFG. 35. Remedies. In case any Event of Default occurs and is not waived, MFG may proceed to protect and enforce itsrights or remedies by suit inequity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained herein, or to enforce the discharge of each M