Exhibit,Appendix: Green Valley v. Vsyd, Llc D/B/A VSYD, 718 Management Group, Llc D/B/A 718 MANAGEMENT GROUP, Bsaxfl, Llc D/B/A BSAXFL, Aleksandr Rabkin

On September 05, 2023 a Exhibit,Appendix was filed involving a dispute between Green Valley, and 718 Management Group, Llc D B A 718 Management Group, Aleksandr Rabkin, Bsaxfl, Llc D B A Bsaxfl, Vsyd, Llc D B A Vsyd, for Other Matters - Contract - Other in the District Court of Nassau County.

Preview
FILED: NASSAU COUNTY CLERK 10/03/2023 09/05/2023 12:25
02:01 PM INDEX NO. 614322/2023
DocuSign Envelope ID: 07AC2F81-E2AC-4E73-970B-C88056901378
NYSCEF DOC. NO. 12
2 RECEIVED NYSCEF: 10/03/2023
09/05/2023
Page 1 of 17 ver. 3/10/23 FL

GREEN VALLEY
2940 Ocean Pkwy, Brooklyn, NY 11235
(866) 888-3051
Contact@lendingvalley.com
STANDARD MERCHANT CASH ADVANCE AGREEMENT
This is an Agreement dated 7/13/2023 by and between GREEN VALLEY (“GV”), inclusive of its successors and
assigns, and each merchant listed below (“Merchant”).
Merchant’s Legal Name: VSYD, LLC
D/B/A/: VSYD Fed ID #:
Type of Entity: Limited Liability Company
Business Address: 1228 Johnson Street City: Hollywood State: Florida Zip: 33019
Contact Address: 437 Golden Isles Drive APT 11C City: Hallandale Beach State: Florida Zip: 33009
E-mail Address: vsydllc@gmail.com Phone Number: (347) 930-1775

Purchase Price
This is the amount being paid to Merchant(s) for the Receivables Purchased Amount
(defined below). This amount may be paid in installments if there is an Addendum stating $30,000.00
that it will be paid in installments.

Receivables Purchased Amount
This is the amount of Receivables (defined in Section 1 below) being sold. This amount $42,000.00
may be sold in installments if there is an Addendum stating that it will be sold in
installments.

Specified Percentage
This is the percentage of Receivables (defined below) to be delivered until the
Receivables Purchased Amount is paid in full. 8.64%

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. This amount may be paid in installments if there
is an Addendum stating that it will be paid in installments. $29,000.01

Net Amount to Be Received Directly by Merchant(s)
This is the net amount being received directly by Merchant(s) after deduction of applicable
fees listed in Section 2 below and the payment of any part of the Purchase Price
elsewhere pursuant to any Addendum to this Agreement. This amount may be paid in
installments if there is an Addendum stating that it will be paid in installments. If any
deduction is being made from the Purchase Price to pay off another obligation by
Merchant(s), then the Net Amount to be Received Directly by Merchant(s) is subject to
change based on any change in the amount of the other obligation(s) to be paid off. $29,000.01

Initial Estimated Payment
This is the initial amount of periodic payments collected from Merchant(s) as an
approximation of no more than the Specified Percentage of the Receivables and is $381.82
subject to reconciliation as set forth in Section 4 below.
per Day

I have read and agree to the terms and conditions set forth above:
/s1

Name: ALEKSANDR RABKIN Title: OWNER Date: 7/13/2023
FILED: NASSAU COUNTY CLERK 10/03/2023 09/05/2023 12:25
02:01 PM INDEX NO. 614322/2023
DocuSign Envelope ID: 07AC2F81-E2AC-4E73-970B-C88056901378
NYSCEF DOC. NO. 12
2 RECEIVED NYSCEF: 10/03/2023
09/05/2023
Page 2 of 17
STANDARD MERCHANT CASH ADVANCE AGREEMENT

TERMS AND CONDITIONS

1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to GV (making GV the absolute owner)
in consideration of the funds provided (“Purchase Price”) specified above, all of each Merchant’s future accounts, contract
rights, and other obligations arising from or relating to the payment of monies from each Merchant’s 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 merchant’s business), for the payment of each Merchant’s
sale of goods or services until the amount specified above (the “Receivables Purchased Amount”) has been delivered by
Merchant(s) to GV. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received
in full by GV, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of
GV and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for GV and that each Merchant will
hold Receivables in trust for GV in its capacity as a fiduciary for GV.
The Receivables Purchased Amount shall be paid to GV by each Merchant irrevocably authorizing only one
depositing account acceptable to GV (the “Account”) to remit the percentage specified above (the “Specified Percentage”)
of each Merchant’s settlement amounts due from each transaction, until such time as GV receives payment in full of the
Receivables Purchased Amount. Each Merchant hereby authorizes GV to ACH debit the specified remittances and any
applicable fees listed in Section 2 from the Account on a daily basis as of the next business day after the date of this
Agreement and will provide GV with all required 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). GV
is not responsible for any overdrafts or rejected transactions that may result from GV’s ACH debiting the Specified
Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount of
the Receivables collected by GV exceeds the amount of the Purchase Price, GV will be permitted not treat any amount
collected under this Agreement as profit for taxation and accounting purposes.

2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to
GV for the following fees, where applicable:
A. $999.99 - to cover underwriting, the ACH debit program, and expenses related to the procurement and initiation
of the transactions encompassed by this Agreement. This will be deducted from payment of the Purchase Price.
B. Wire Fee ‐ Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed
Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price.
C. NSF/Rejected ACH Fee - $50.00 for each time an ACH debit to the Account by GV is returned or otherwise
rejected. No Merchant will be held responsible for such a fee if any Merchant gives GV notice no more than one business
day in advance that the Account will have insufficient funds to be debited by GV and no Merchant is otherwise in default of
the terms of the Agreement. Each such fee may be deducted from any payment collected by GV or may be collected in
addition to any other payment collected by GV under this Agreement.
D. Blocked Account/Default ‐ $2,500.00 ‐ If an Event of Default has taken place under Section 30.
E. UCC Fee ‐ $195.00 – to cover GV filing a UCC-1 financing statement to secure its interest in the Receivables
Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing is terminated.
F. $0 - compliance with applicable disclosure requirements. This will be deducted from payment of the Purchase
Price.
G. Court costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other expenses incurred
in litigation, arbitration, or the enforcement of any of GV’s legal or contractual rights against each Merchant and/or each
Guarantor, if required, as explained in other Sections of this Agreement.

3. Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, GV may
instead debit an “Estimated Payment” from the Account every Tuesday. The Estimated Payment is intended to be an
approximation of no more than the Specified Percentage. The initial amount of the Estimated Payment is $381.82, subject
to reconciliation as set forth in Section 4. Notwithstanding any provision herein to the contrary, GV is permitted to debit the
Account to make up for a previous Estimated Payment that was not debited because GV was closed that day, to make up
for any previous Estimated Payment that was not collected because the debit did not clear for any reason, to collect any

I have read and agree to the terms and conditions set forth above:
/s1

amount due resulting from a reconciliation as set forth in Section 4, to collect any of the fees listed in Section 2, or to
collect any amount due as a result of an Event of Default defined in Section 30.

4. Reconciliations. Any Merchant may contact GV’s Reconciliation Department to request that GV conduct a
reconciliation in order to ensure that the amount that GV has collected equals the Specified Percentage of Merchant(s)’s
Receivables under this Agreement. A request for a reconciliation by any Merchant must be made by giving written notice of
the request to GV or by sending an e-mail to Accounting@GreenValleyFund.com stating that a reconciliation is being
requested. In order to effectuate the reconciliation, any Merchant must produce with its request any and all statements
covering the period from the date of this Agreement through the date of the request for a reconciliation and, if available, the
login and password for the Account. GV will complete each reconciliation requested by any Merchant within two business
days after receipt of proper notice of a request for one accompanied by the information and documents required for it. GV
may also conduct a reconciliation on its own at any time by reviewing Merchant(s)’s Receivables covering the period from
the date of this Agreement until the date of initiation of the reconciliation, each such reconciliation will be completed within
two business days after its initiation, and GV will give each Merchant written notice of the determination made based on the
reconciliation within one business day after its completion. If a reconciliation determines that GV collected more than it was
entitled to, then GV will credit to the Account all amounts to which GV was not entitled and, if there is an Estimated Payment,
decrease the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s
Receivables from the date of the Agreement through the date of the reconciliation. If a reconciliation determines that GV
collected less than it was entitled to, then GV will debit from the Account all additional amounts to which GV was entitled
and, if there is an Estimated Payment, increase the amount of the Estimated Payment so that it is consistent with the
Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation.
Nothing herein limits the amount of times that a reconciliation may be requested or conducted.

5. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to GV, to obtain electronic fund
transfer services and/or “ACH” payments. Merchant(s) shall provide GV and/or its authorized agent with all of the
information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize
GV and/or its agent(s) to deduct the amounts owed to GV for the Receivables as specified herein from settlement amounts
which would otherwise be due to each Merchant and to pay such amounts to GV by permitting GV to withdraw the Specified
Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent GV’s written
consent until the Receivables Purchased Amount has been paid in full or the Merchant becomes bankrupt or goes out of
business without any prior default under this Agreement.

6. Term of Agreement. The term of this Agreement is indefinite and shall continue until GV receives the full
Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of
Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40,
41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement.

7. 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 GV under this Agreement are
being made in the ordinary course of each Merchant’s business.

8. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the
Guarantee of this Agreement) authorizes GV and its agent(s) to investigate each Merchant’s financial responsibility and
history, and will provide to GV any bank or financial statements, tax returns, and other documents and records, as GV
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. GV is authorized to update such information and financial profiles from
time to time as it deems appropriate.

9. Monitoring, Recording, and Electronic Communications. GV 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 GV and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each
Guarantor grants access for GV to enter any Merchant’s premises and to observe any Merchant’s premises without any

I have read and agree to the terms and conditions set forth above:
/s1

prior notice to any Merchant at any time after execution of this Agreement.
GV 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 GV permission to call
or send a text message to any telephone number given to GV 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 GV permission to communicate such information to them by
e-mail. Each Merchant, each Owner, and each Guarantor agree that GV 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 GV has no
liability for any such charges.

10. 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 its obligations under this Agreement and that the information provided herein and in all of
GV’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. GV may produce a monthly
statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to GV. An investigative report
may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize GV, its
agents and representatives, and any credit‐reporting agency engaged by GV, to (i) investigate any references given or any
other statements obtained from or about each Merchant or any of its Owners for the purpose of this Agreement, and (ii) pull
credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any obligation to GV under
this Agreement or for GV’s ability to determine any Merchant’s eligibility to enter into any future agreement with GV. Any
misrepresentation made by any Merchant or Owner in connection with this Agreement may constitute a separate claim for
fraud or intentional misrepresentation.
Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are
providing ‘written instructions’ to GV under the Fair Credit Reporting Act, authorizing GV to obtain information from their
personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor
authorizes GV to obtain such information solely to conduct a pre-qualification for credit.
Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are
providing ‘written instructions’ to GV under the Fair Credit Reporting Act, authorizing GV to obtain information from their
personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor
authorizes GV to obtain such information in accordance with a merchant cash advance application.

11. Transactional History. Each Merchant authorizes its bank to provide GV with its banking and/or credit card
processing history.

12. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each
Merchant’s credit card and check processors (collectively, “Processor”) and Processor’s officers, directors, and
shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees)
incurred by Processor resulting from (a) claims asserted by GV for monies owed to GV from any Merchant and (b) actions
taken by any Processor in reliance upon information or instructions provided by GV.

13. No Liability. In no event will GV 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 is waived by each Merchant and each Guarantor.

14. Sale of Receivables. Each Merchant and GV 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 it be
construed as a loan from GV to any Merchant. GV is entering into this Agreement knowing the risks that each Merchant’s

I have read and agree to the terms and conditions set forth above:
/s1

business may decline or fail, resulting in GV not receiving the Receivables Purchased Amount. Any Merchant going
bankrupt, going out of business, or experiencing a slowdown in business or a delay in collecting Receivables will not on its
own without anything more be considered a breach of this Agreement. Each Merchant agrees that the Purchase Price in
exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. GV has
purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as
the Receivables are created. Payments made to GV in respect to the full amount of the Receivables shall be conditioned
upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner
provided in this Agreement. Each Merchant and each Guarantor acknowledges that GV does not purchase, sell, or offer to
purchase or sell securities and that this Agreement is not a security, an offer to sell any security, or a solicitation of an offer
to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection
with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not
a loan and does not have an interest rate.

15. Power of Attorney. Each Merchant irrevocably appoints GV as its agent and attorney-in-fact with full authority
to take any action or execute any instrument or document to settle all obligations due to GV for the benefit of each Merchant
and only in order to prevent the occurrence of an Event of Default (as described in Section 30). If an Event of Default takes
place under Section 30, then each Merchant irrevocably appoints GV as its agent and attorney-in-fact with full authority to
take any action or execute any instrument or document to settle all obligations due to GV from each Merchant, including
without limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in
Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in
connection with clause (i) above; (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing
customers or account debtors to make payment directly to GV; and (iv) to file any claims or take any action or institute any
proceeding which GV 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.

16. Protections Against Default. The following Protections 1 through 6 may be invoked by GV, immediately and
without notice to any Merchant if any Event of Default listed in Section 30 has occurred.
Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may
become due and payable in full immediately.
Protection 2. GV may enforce the provisions of the Guarantee against Guarantor.
Protection 3. GV may enforce its security interest in the Collateral identified in Section 29.
Protection 4. GV may proceed to protect and enforce its rights and remedies by litigation or arbitration.
Protection 5. GV may debit any Merchant’s depository accounts wherever situated by means of ACH debit or
electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an
amount consistent with the terms of this Agreement.
Protection 6. GV will have the right, without waiving any of its rights and remedies and without notice to any
Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor and account debtor(s) of the sale
of Receivables hereunder and to direct such credit card processor and account debtor(s) to make payment to GV of all or
any portion of the amounts received by such credit card processor and account debtor(s) on behalf of each Merchant. Each
Merchant hereby grants to GV an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest,
and hereby appoints GV and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to
direct such new or additional credit card and/or check processor and account debtor(s) to make payment to GV as
contemplated by this Section.

17. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant
and/or as Owner, in respect of himself or herself personally, authorizes GV to disclose information concerning 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 GV or any of its affiliates relating to any (i) investigation undertaken by or on behalf of GV as permitted
by this Agreement or (ii) disclosure of information as permitted by this Agreement.

18. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and
services offered by GV, including this Agreement and any other GV documents (collectively, “Confidential Information”) are

I have read and agree to the terms and conditions set forth above:
/s1

proprietary and confidential information of GV. Accordingly, unless disclosure is required by law or court order, Merchant(s)
shall not disclose Confidential Information of GV to any person other than an attorney, 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 first agrees in writing to
be bound by the terms of this Section 18.

19. D/B/As. Each Merchant hereby acknowledges and agrees that GV may be using “doing business as” or “d/b/a”
names in connection with various matters relating to the transaction between GV and each Merchant, including the filing of
UCC-1 financing statements and other notices or filings.

20. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its
bank and financial statements, copies of which have been furnished to GV, and future statements which will be furnished
hereafter at the request of GV, 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 GV of any material adverse change in its
financial condition, operation, or ownership that may have an effect on any Merchant’s ability to generate Receivables or
perform its obligations under this Agreement.

21. 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.

22. Authorization. Each Merchant represents, warrants, and covenants that it and 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.

23. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will
not, without GV’s prior written consent, change its Processor, 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.

24. 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 GV or change any place(s) of its business without giving prior written
notice to GV.

25. 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.

26. Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete,
and marketable title to 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 GV, other than any for
which GV has actual or constructive knowledge or inquiry notice as of the date of this Agreement.

27. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other
than GV 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 GV.

28. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good
standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this

I have read and agree to the terms and conditions set forth above:
/s1

Agreement for business purposes and not as a consumer for personal, family, or household purposes.

29. Security Interest. To secure each Merchant’s performance obligations to GV under this Agreement and any
future agreement with GV, each Merchant hereby grants to GV 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, 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 interest granted to GV under any other agreement between any Merchant or Guarantor and GV
(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 GV
deems necessary to perfect or maintain GV’s first priority security interest in the Collateral and the Cross‐Collateral,
including the execution of any account control agreements. Each Merchant hereby authorizes GV to file any financing
statements deemed necessary by GV to perfect or maintain GV’s security interest, which financing statements may contain
notification that each Merchant has granted a negative pledge to GV with respect to the Collateral and the Cross‐Collateral,
and that any subsequent lienor may be tortiously interfering with GV’s rights. Each Merchant shall be liable for and GV may
charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by GV in
protecting, preserving, and enforcing GV’s security interest and rights. Each Merchant further acknowledges that GV may
use another legal name and/or D/B/A or an agent when designating the Secured Party when GV files the above‐referenced
financing statement(s).

30. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:
(1) Any representation or warranty by any Merchant to GV proves to have been made intentionally false or
misleading in any material respect when made;
(2) Any Merchant causes any ACH debit to the Account by GV to be blocked or stopped without providing any
advance written notice to GV with an alternative method for GV to collect the blocked or stopped payment, which notice
may be given by e-mail to Accounting@GreenValleyFund.com;
(3) Any Merchant intentionally prevents GV from collecting any part of the Receivables Purchased Amount; or
(4) Any Merchant causes any ACH debit to the Account by any person or entity other than GV to be stopped or
otherwise returned that would result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two
business days thereafter provide GV with written notice thereof explaining why that Merchant caused the ACH debit to be
stopped or otherwise returned, which notice may be given by e-mail to Accounting@GreenValleyFund.com.

31. Remedies. In case any Event of Default occurs and is not waived, GV may proceed to protect and enforce its
rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant,
agreement, or other provision contained herein, or to enforce the discharge of each Merchant’s obligations hereunder, or
any other legal or equitable right or remedy. All rights, powers, and remedies of GV in connection with this Agreement,
including each Protection listed in Section 16, may be exercised at any time by GV after the occurrence of an Event of
Default, are cumulative and not exclusive, and will be in addition to any other rights, powers, or remedies provided by law
or equity. In case any Event of Default occurs and is not waived, GV may elect that Merchant(s) be required to pay to GV
25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses
incurred by GV in connection with recovering the unpaid balance of the Receivables Purchased Amount (“Reasonable
Expenses”) and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a reasonable relationship
to GV’s actual expenses incurred in connection with recovering the unpaid balance of the Receivables Purchased Amount.

32. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, except that Merchant(s) shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of GV, which consent may be withheld in GV’s sole discretion. GV may assign, transfer, or
sell its rights under this Agreement, including, without limitation, its rights to receive the Receivables Purchased Amount,
and its rights under Section 29 of this Agreement, the Guarantee, and any other agreement, instrument, or document
executed in connection with the transactions contemplated by this Agreement (a “Related Agreement”), or delegate its duties
hereunder or thereunder, either in whole or in part. From and after the effective date of any such assignment or transfer by

I have read and agree to the terms and conditions set forth above:
/s1

GV, whether or not any Merchant has actual notice thereof, this Agreement and each Related Agreement shall be deemed
amended and modified (without the need for any further action on the part of any Merchant or GV) such that the assignee
shall be deemed a party to this Agreement and any such Related Agreement and, to the extent provided in the assignment
document between GV and such assignee (the “Assignment Agreement”), have the rights and obligations of GV under this
Agreement and such Related Agreements with respect to the portion of the Receivables Purchased Amount set forth in
such Assignment Agreement, including but not limited to rights in the Receivables, Collateral and Additional Collateral, the
benefit of each Guarantor’s guaranty regarding the full and prompt performance of every obligation that is a subject of the
Guarantee, GV’s rights under Section 16 of this Agreement (Protections Against Default), and to receive damages from any
Merchant following a breach of this Agreement by any Merchant. In connection with such assignment, GV may disclose all
information that GV has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such
assignment in writing upon GV’s request.

33. Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by
certified mail, return receipt requested, or by overnight delivery with signature confirmation to the respective parties to this
Agreement at their addresses set forth in this Agreement and shall become effective only upon receipt. Written notice may
also be given to any Merchant or Guarantor by e-mail to the E-mail Address listed on the first page of this Agreement or by
text message to the Phone Number listed on the first page of this Agreement if that phone number is for a mobile phone.
Each Merchant and each Guarantor must set its spam or junk mail filter to accept e-mails sent by
Accounting@GreenValleyFund.com and its domain. This Section is not applicable to service of process or notices in any
legal proceedings.

34. Choice of Law. Each Merchant acknowledges and agrees that this Agreement was made in the State of New
York, that the Purchase Price is being paid by GV in the State of New York, that the Receivables Purchased Amount is
being delivered to GV in the State of New York, and that the State of New York has a reasonable relationship to the
transactions encompassed by this Agreement. This Agreement, any dispute or claim relating hereto, whether sounding in
contract, tort, law, equity, or otherwise, the relationship between GV and each Merchant, and the relationship between GV
and each Guarantor will be governed by and construed in accordance with the laws of the State of New York, without regard
to any applicable principles of conflict of laws. Each Merchant agrees that the provisions of Chapter 22.1 of Title 6.2 of the
Virginia Code are not applicable to this Agreement unless a merchant has a principal place of business located in the
Commonwealth of Virginia and there is no applicable exemption to the statute. Each Merchant agrees that the provisions
of Division 9.5 of the California Financial Code are not applicable to this Agreement if no Business Address listed on the
first page of this Agreement or in any addendum hereto is located in the State of California or if there is any applicable
exemption to the statute. Each Merchant agrees that the provisions of Chapter 27 of Title 7 of the Utah Code are not
applicable to this Agreement if the transactions contemplated by this Agreement are not consummated in the State of Utah.

35. Venue and Forum Selection. Any litigation relating to this Agreement, whether sounding in contract, tort, law,
equity, or otherwise, or involving GV on one side and any Merchant or any Guarantor on the other must be commenced and
maintained in any court located in the Counties of Kings, Nassau, New York, or Sullivan in the State of New York (the
“Acceptable Forums”). The parties agree that the Acceptable Forums are convenient, submit to the jurisdiction of the
Acceptable Forums, and waive any and all objections to the jurisdiction or venue of the Acceptable Forums. If any litigation
is initiated in any other venue or forum, the parties waive any right to oppose any motion or application made by any party
to transfer such litigation to an Acceptable Forum. The parties agree that this Agreement encompasses the transaction of
business within the City of New York and that the Civil Court of the City of New York (“Civil Court”) will have jurisdiction over
any litigation relating to this Agreement that is within the jurisdictional limit of the Civil Court. Notwithstanding any provision
in this Agreement to the contrary, in addition to the Acceptable Forums, any action or proceeding to enforce a judgment or
arbitration award against any Merchant or Guarantor or to restrain or collect any amount due to GV may be commenced
and maintained in any other court that would otherwise be of competent jurisdiction, and each Merchant and each Guarantor
agree that those courts are convenient, submit to the jurisdiction of those courts, waive any and all objections to the
jurisdiction or venue of those courts, and may oppose any motion or application made by any party to transfer any such
litigation to an Acceptable Forum.

36. Jury Waiver. The parties agree to waive trial by jury in any dispute between them.

I have read and agree to the terms and conditions set forth above:
/s1

37. Counterclaim Waiver. In any litigation or arbitration commenced by GV, each Merchant and each Guarantor
will not be permitted to interpose any counterclaim.

38. Statutes of Limitations. Each Merchant and each Guarantor agree that any claim, whether sounding in
contract, tort, law, equity, or otherwise, that is not asserted against GV within one year after its accrual will be time barred.
Notwithstanding any provision in this Agreement to the contrary, each Merchant and each Guarantor agree that any
objection by any of them to the jurisdiction of an arbitrator or to the arbitrability of the dispute and any application made by
any of them to stay an arbitration initiated against any of them by GV will be time barred if made more than 20 days after
receipt of the demand for arbitration.

39. Costs and Legal Fees. If an Event of Default occurs or GV prevails in any litigation or arbitration with any
Merchant or any Guarantor, then each Merchant and each Guarantor must pay GV’s reasonable attorney fees, which may
include a contingency fee of up to 40% of the amount claimed, as well as administrative or filing fees a

Case Info

Judge

Sarika Kapoor Track Judge’s New Case

Case No.

(Subscribe to View)

Document Filed Date

October 03, 2023

Case Filing Date

September 05, 2023

County

Parties

For full print and download access, please subscribe at https://www.trellis.law/.

Exhibit,Appendix: Green Valley v. Vsyd, Llc D/B/A VSYD, 718 Management Group, Llc D/B/A 718 MANAGEMENT GROUP, Bsaxfl, Llc D/B/A BSAXFL, Aleksandr Rabkin

Preview

Related Topics

Case Info

Parties