Preview
FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023
NYSCEF DOC. NO. 19 RECEIVED NYSCEF: 01/16/2024
EXHIBIT A
FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023
NYSCEF DOC. NO. 19 Comprehenswe
MerchantCapital RECEIVED NYSCEF: 01/16/2024
REVENUE PURCHASE AGREEMENT
This RevenuePurchaseAgreement and Secunty Agreement and Guaranty of Perfounance ("Agreement") dated July 25, 2023 betweenComprehensiveMerchant Capital
("CMC") the Merchant(s) listed below ("Merchant") and the Individual(s) listed below ("Guarantor")
MERCHANT INFORMATION
Merchant's LegalName: WV. FAMILY SUPPORT AND REHABILITATION SERVICES, INC.
WVFAMILYSUPPORT
& REHABRITATION
SERVICES
INC/ WV FAMILYSUPPORT
ANDREHABIIlTATION INC / WVFAMILYSUPPORT
SERVICES, SERVICES
ANDREHABILITATION /
WV FAMILY SUPPORT
AND REHABalTATION / WV FAMILY SUPPORT
AND REHABILITATIONSERV/ WV FAMILY SUPPORT
& REHABILITATIONSERVICES/WVFSRS/
AND REHABILITATION,INC / WV FSRS/ WESTVIRGINIA FAMILY SUPPORT/ WV CENTERFORPEACEAND CONFilCT, INC / HAAGI CO
WV FAMILY SUPPORT
D/B/A: WV FAMILY SUPPORT& REHABRITATIONSERVICES(WVFSRS) Stateof Incorporation / Orgamzation: WV Type of Entity: Corp LLC Q
Physical Address: 214 8TH ST Other: O Sole PropO
City: PARKERSBURG State: WV zip: 26101 BusmessPhone: 304-917-0021
Guarantor(s)Name: GINA ELAINE OGWUDE Cellphone Number: 304-580-1121 Fmail Address: GINA OGWUDE(dtWVFSRSORG
Méhne Address: SAME AS ABOVE City: State: Zip:
PurchasePrice:$ 70,000.00 PurchasedPercent 6 % PurchasedAmount: $ 104,300.00 PaymentFrequency: WEEKLY Remittance$ 4,346.00
In consideration of payment by CMC to Merchant of the Purchase Price set forth above, Merchant hereby sells, assigns and transfers to CMC (making
CMC the absoluteowner) the PurchasedPercentageof all of the Merchant's payments, recerpts,settlementsandfundspaid to or receivedby or for the accountof Merchant
from time to time on and after the date hereof in paymentor settlementof Merchant's existing and future accounts,payment intangibles,credit, debit and/or storedvalue card
customers'
transactions,contract rights and other entitlements arising from or relating to the payment of monies from Merchant's and/or other payors or obligors
Receipts" "Receipts"
(the "Future or are defined as all payments made by cash, check, cleannghousesettlement, electronic transfer or other form of monetary
payment), for the paymentsto Merchantas a result of Merchant'ssaleof goodsand/or services(the "Transactions")until the PurchasedAmounthasbeendeliveredby or on behalf
of Merchantto CMC
Merchantis selling a portion of a future revenuestreamto CMC at a discount,andis not borrowingmoney from CMC, thereforethereis no interestrateor paymentscheduleandno
time pened during which the PurchasedAmount must be collectedby CMC The Remittanceis a good faith estimateof CMC's shareof the future revenuestream Merchantgoing
bankruptor going out of business, or experiencing a slowdown in business, or a delay in collecting its receivables, in and of itself, does not constitute a
breach of this Agreement CMC is entering this Agreement knowmg the risks that Merchant's business may not perform as expected or fail, and CMC
assumes these risks based on Merchant's representations,warranties and covenants in this Agreement, which are designed to give CMC a reasonableand fair
opportunity to recerve thebenefit of its bargam CMC acknowledgesthat it may never receive the PurchasedAmount in the event that the Merchant does not generate
sufficient revenue Merchant and Guarantor(sXs)are only guaranteemgtheir performanceof the termsof this RevenuePurchaseAgreement,andarenot guaranteeingthepaymentof
thePurchasedAmount Theimtial Remrttanceshallbeasdescribedabove TheRemittanceis subjectto adjustmentassetforth in Paragraph1 3 andParagraph14
CMC will debit the Remittanceeachbusiness day from only one depositingbank account,which accountmustbe acceptableto, andpre-approvedby, CMC (the "Account") into
which Merchant and Merchant's customers shall remit the Receipts from each Transaction, until such time as CMC receives payment in full of the Purchased
Amount MerchantherebyauthorizesCMC to ACH debit the agreed Remittancefrom the Account on the agreedupon Payment Frequency; a daily basis means any day
that is not a United Statesban1ringholiday, providedthat CMC may collect twice the Remittanceamounton the date following suchbankingholiday; CMC may alter thePayment
Frequencyfrom weekly to daily uponEventof Defaultor missedRemittanceMerchantagreesnot to makeor causedebitsto theAccount(otherthanin favor of CMC) at any time that
would causethe balancethereinon any businessday to be insufficient to fund paymentin full of the agreedRemittanceThe Account may not be usedfor any personal,family or
householdpurposesMerchant will provide CMC with all requiredaccesscodesand monthly bankstatementsregardmgthe Account so that CMC may monitor the Account
CMC payment of the Purchase Price shall be deemed the acceptance and performance by CMC of this Agreement Merchant understands that it is
responsiblefor ensuringthat the agreedRemittanceto be debited by CMC remainein the Account and will be held responsiblefor any fees mcurred by CMC resulting from a
rejected ACH attempt or an Event of Default CMC is not responsible for any overdrafts or rejected transactionsthat may result from CMCs ACH debiting the
agreedRemittanceunder the terms of this Agreement Notwithstandmg anythmg to the contrary in this Agreement or any other agreementbetween CMC and
Merchant,upon the occurrenceof an Event of Default of theMERCHANT AGREEMENT TERMS AND CONDITIONS the PurchasedPercentageshall equal 100% A
list of all fees applicableunder this Agreementis contamedin AppendixA
THE MERCHANT AGREEMENT "TERMS AND
CONDITIONS", THE "SECURITY AGREEMENT AND GUARANTY" AND THE
"ADMINISTRATIVE FORM HEREOF, ARE ALL HEREBY INCORPORATED IN AND MAnr 4 n Any nr rme unucuA wr AGREEMENT.
DocuSignedby:
FOR THE MERCHANT (#1)By: GINA ELAINE OGWUDE
(Print Name and Title) ure)
2230CC65C7884FA...
FOR THE MERCHANT (#2)By:
(Prmt Name and Title) DocuSignedby: ture)
BY GUARANTOR(S) (#1)By: GINA ELAINE OGWUDE
(Print Name and Title)
2230CC65C7884FA...
BY GUARANTOR(SW#2)By:
(Pnnt Name and Title) (Signature)
DS
FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023
NYSCEF DOC. NO. 19 Comprehenswe
MerchantCapital RECEIVED NYSCEF: 01/16/2024
MFRCHANT ACRF.FMFNT TFRMS AND CONDITIONS
1 TERMS OF ENROLLMENT IN PROGRAM
1.1 Merchant Deposit Agreement and Processor. Merchant shall (A) execute an agreement acceptable to CMC with a Bank acceptable to CMC to obtain electrome
fund transfer services for the Account, and (B) if applicable, executean agreementacceptableto CMC with a credit and debit card processor (the "Processor") instructing the
Processor to deposit all Receipts into the Account. Merchant shall provide CMC and/or its authorized agent(s) with all of the information, authonzations and
passwords necessary for verifymg Merchant's receivables, receipts, deposits and withdrawals into and from the Account. Merchant hereby authorizesCMC and/or its
agent(s) to withdraw from the Account via ACH debit the amounts owed to CMC for the receipts as specified herein and to pay such amounts to CMC. These authanzations
apply not only to the approvedAccount but also to any subsequentor alternateaccountused by the Merchant for these deposits, whether pre-approved by CMC or not. This
additional authonzation is not a waiver of CMCs entitlement to declare this Agreement breached by Merchant as a result of its usage of an accountwhich CMC did not
first pre-approve in writing prior to Merchant's usage thereof. The aforementioned authonzations shall be irrevocable without the written consent of CMC.
1.2 Term of Agreement. This Agreement shall remam in full force and effect until the entire PurchasedAmount and any other amounts due are received by CMC as he
terms of this Agreement.
1.3 Reconciliation. As long as an Event of Default, or breach of this agreement,has not occurred, Merchant, at any time, may request a retroactive reconciliation of the total
Remittance Amount. All requests hereunder must be m wnting to info@mcaservicingcompany.com. Said request must include copies of all of Merchant's bank account
statements,credit card processing statements,and accountsreceivable report outstanding if applicable, from the date of this Agreement through and including the datethe requestis
made. If you have questions or comments about your financing, you may contact us by e-mail at questions@mcaservicingcompany.com. CMC retains the right to
reasonablyrequest additional documentation including bank login or accessto view all Merchant's accounts using third party software, to correctly and accurately perfoun the
reconciliation and Merchant's refusal to provide accessshall negate CMCs requirement to perform a reconciliation until the Merchant provides the appropnate documents for
CMC to perform a reconciliation. Such reconciliation, if applicable, shall be performed by CMC withm two (2) Busmess Days following its receipt of Merchant's request for
reconciliation and supportmg documentation by either crediting or debiting the difference back to, or from, Merchant's Bank Account so that the total amount debited by
CMC shall equal the Specific Percentage of the Future Receipts that Merchant collected dunng the
contract tenn.
1.4 Adjustments to the Remittance. As long as an Event of Default, or breach of this agreement, has not occurred, Merchant may give notice to CMC to request a
decrease in the Remittance, should they expenence a decrease in its Future Receipts. All requests hereunder must be in wnting to
info@mcaservicingcompany.com and must include copies of all of Merchant's bank account statements, credit card processing statements, and accountsreceivable
report outstanding from the date of this Agreement through and including the date the request is made. CMC retams the right to reasonably request additional
documentation including bank login or 3rd party software access to view all Merchant's accounts, refusal to provide access shall negate CMC's obligation to adjust
the Remittance until the Merchant provides the appropnate documentation. The Remittance shall be modified to more closely reflect the Merchant's actual receipts by
multiplymg the Merchant's actual receipts by the Purchased Percentage divided by the number of business days in the previous (2) calendar weeks. Merchant
shall provide CMC with viewing access to their bank account as well as all information reasonably requested by CMC to properly calculate the Merchant's
Remittance.At the end of the two (2) calendar weeks the Merchant may request another adjustment pursuant to this paragraph or it is agreed that the Merchant's
Remittance shall retum to the Remittance as agreed upon on Page 1 of this Agreement.
15 Financial Condition. Merchant and Guarantor(s)(s) (as heremafter defined and limited) authonze CMC and its agentsto mvestigatetheir financial responsibility and history,
and will provide to CMC any authonzations, bank or financial statements, tax returns, etc., as CMC requests in its sole and absolute discretion pnor to or at any time after
execution of this Agreement. A photocopy of this authonzation will be deemedas acceptableas an authorization for releaseof Anancial and credit infounation. CMC is authonzed
to update such mformation and Enancial and credit profiles from time to time as it deemsappropnate.Merchant shall provide bank login information, or 3rd party software access,
to view Merchant's Account m connection with this Agreement. If Merchant changesthe Account's login infounation, Merchant must provide CMC with the updated login
information in wntmg within 48 hours of such change.Merchant understandsand agreesthat CMC's accessto the Account is expressly limited to monitoring for defaults under the
Agreement. Upon CMC's request, Merchant shall withm 48 hours provide logm information to its bookkeeping software and/or provide weekly accountsreceivable aging reports.
Transactional History. Merchant authonzes all of its banks, brokers and processor to provide CMC with Merchant's banking, brokerage and/or processing history to
determine qualification or contmuation in this program and for collections purposes. Merchant shall provide CMC with copies of any documents related to Merchant's card
processing activity or financial and banking affairs withm five days after a request from CMC.
1.7 Indemnification. Merchant and Guarantor(s)(s)herebyjomtly and severally mdemnify and hold harmlessCMC and each Processor,their respective officers, directors, agents
and representatives,contractors,afMiates, and shareholdersagamstall losses,damages,costs,claims, liabilities and expenses(including reasonableattomey's fees) incuned by any
such indemnifymg acts or actions as a direct or mdirect result of (a) claims assertedby CMC for momes owed to CMC from Merchant and (b) actions taken by indemnitee m
reliance upon any fraudulent, misleading or deceptive mformation or instructions provided by Merchant or Guarantor(s).
1.8 No Liability. In no event will CMC be liable for any claims assertedby Merchant or Guarantor(s)sunder any legal or equitable theory for lost profits, lost revenues, lost
business opportumties, exemplary, pumtive, special, incidental, indirect or consequential damages, each of which is waived by both Merchant and Guarantor(s)(s). In the event
these claims are nonetheless raised, Merchant and Guarantor(s) s will be jointly liable for all of CMC's attomey's fees and expenses resultmg therefrom.
1.9 Reliance on Terms. Section 1.1, 1.6, 1.7, 1.8 and 2.5 of this Agreement are agreedto for the benefit of Merchant, CMC, Processor,and Merchant's bank and notwithstandmg
the fact that Processor and the bank is not a party of this Agreement, Processor and the bank may rely upon their terms and raise them as a defense in any action.
1.10 Sale of Receipts. Merchant and CMC agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase
Price is not intended to be, nor shall it be construed as a loan funm CMC to Merchant. Merchant agreesthat the PurchasePrice is m exchangefor the Receipts pursuant
to this Agreement, and that it equalsthe fair market value of suchReceipts.CMC haspurchasedand shall own all the Receiptsdesenbedm this Agreement up to the full Purchased
Amount as the Receipts are created.Merchant acknowledgesthat CMC's shareof Receipts collected are being held by Merchant in trust and are the sole property of CMC until
they are remitted to CMC and shall not use CMC's shareof Receipts and shall reflect CMC's ownership of CMC's shareof Receipts on its books and records. Paymentsmade to
CMC in respectto the full amount of the Receiptsshall be conditioned upon Merchant's sale of products and services, and the payment therefore by Merchant's customers.By this
Agreement, Merchant transfers to CMC full and complete ownership of the PurchasedAmount and Merchant retams no legal or equitable interest therem. CMC hereby appoints
Merchant, and Merchant acceptsappointment, as servicer for and on behalf of CMC for the purpose of collectmg and dehvenng Receipts to CMC as required by this Agreement
until CMC has received the Receipts PurchasedAmount, and Merchant agreesthat all such Receipts shall be received and held m trust for the benefit of CMC for purposes
of carrymg out the terms of this Agreement. Merchant agreesthat it will treat the amountsreceived and the PurchasedReceiptsdelivered to CMC under this Agreement in a manner
consistentwith a sale in its accountmg records and tax returns. Merchant agreesthat CMC is entitled to audit Merchant's accounting records upon reasonablenotice in order to
venfy compliance. Merchant waives any nghts of pnvacy, confidentiahty or taxpayer pnvilege in any such litigation or arbitration m which Merchant assertsthat this transactionis
anything other than a sale of future receipts. In no event shall the aggregateof all amountsor any portion thereof be deemedas interest hereunder, and in the event it is found to be
interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate
permissible at law. In the event that a court nonethelessdeterminesthat CMC has chargedor received mterest hereunderin excessof the highest applicable rate, the rate m effect
hereundershall automatically be reducedto the maximum rate permitted by applicable law and CMC shall promptly refund to Merchant any interest received by CMC in excessof
the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that CMC not receive or contract to receive, directly or indirectly in any
manner whatsoever, interest in excessof that which may be paid by Merchant under applicable law. As a result thereof Merchant knowingly and willmgly waives the defenseof
Usuty in any action or proceedmg should this transactionbe deemedthat of a loan and not apurchaseof receivables.
as
2 Initial
FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023
erwn•c MerchantfaWwtFl
NYSCEF DOC. NO. 19 RECEIVED NYSCEF: 01/16/2024
1.11 Power of Attorney. Power of Attomey Merchant irrevocably appointsCMC and its agentsand representatives,as its agent and attomey-in-fact with full authonty to take any
action or execute any instrument or documentto settle and ensurepayment of all obligations due to CMC from Processoror Merchant, regardlessof whether the obligation is carent or
due to a violation by Merchant of Section 1 or the occurrenceof an Event of Default under Section3 hereof mcluding without limitation- (1) to obtain and adjust msurance;(ii) to collect
monies due or to become due under or m respect of any of the Collateral; (iii) to receive, endorseand collect any checks, notes, drafts, mstruments, documentsor chattel paper in
connectionwith clause(i) or clause(ii) above; (iv) to sign Merchant's nameon any invoice, bill of lading, or assignmentdirectmg customersor accountdebtorsto makepayment directly
Guarantor(s)'
to CMC; (v) to contact Merchant's banks and ñnancial mstitutions using Merchant and personal information to venfy the existence of an account and obtam
account balances;and (vi) to file any clanns or take any action or institute any proceedmgwhich CMC may deem necessaryfor the collection of any of the unpaid PurchasedAmount
from the Collateral or otherwiseto enforceits rights with respectto paymentof the PurchasedAmount including but not linuted to, notifymg and instructmg accountdebtorsof Merchant
and any of Merchant's Processorsto remit payment of accountsand other collateral owed to Merchant directly to CMC In connection therewith, all costs, expensesand fees,including
legal fees, shall be payable by Merchant
1.12 Protection of Information. Merchant and each person sigmng this Agreement on behalf of Merchant and/or as Owner or Guarantor(s),in respect of him self
for herself personally, authonzes CMC to disclose information concemmg Merchant's and each Owner's andeach Guarantor(s)'s credit standing (including credit
bureau reports that CMC obtains) and business conduct only to agents, afEliates, subsidiaries, and credit reporting bureaus Merchant and each Owner and
eachGuarantor(s) bereby and each waives to the maximum extent pernutted by law any claun for damages agamst CMC or any of its affiliates relating to any
(i)investigation undertaken by or on behalf of CMC as permitted by this Agreement or (ii) disclosure of information as permitted by this
Agreement
1.13 Confidentiality. Merchant understands and agrees that the terms and conditions of the products and services offered by CMC, including this Agreementand
any other CMC documents (collectively, "Confidential Information") are proprietary and confidential mformation of CMC Accordmgly, unless disclosure is required by
law or court order, Merchant shall not disclose Confidential Information of CMC to any person other than an attorney, accountant, Enancial advisor or employeeof
Merchant who needs to know such information for the purpose of advising Merchant ("Advisor"), provided such Advisor usessuch information solely for the purpose of
advising Merchant and first agrees in wntmg to be bound by the terms of this section A breachhereof entitles CMC to not only damages andreasonableattomey's fees
but also to both a Temporary Restraining Order and a Preliminary Injunction without Bond or Secunty
1.14 Publicity. Merchant and each of Merchant's Owners and all Guarantor(s) here to all hereby authonzes CMC to use its his or her name in listings of clients
and in advertising and marketmg materials
as" "d/b/a"
1.15 D/B/A's. Merchant hereby acknowledges and agrees that CMC may be usmg "dong business or names in connectionwith various mattersrelating
to the transaction between CMC and Merchant, including the filing of UCC-1 financmg statements and other notices
or ñlings
1.16 Authority to Contact Merchant and Owner/Guarantor(s) explicitly agree to be contacted by CMC and its agents and afR1iates by telephone, email and/or
SMS / text messagmg provided m connection with this Agreement and agree to cover all usual third-party costs or charges that may be associated with such
contacts Merchant and Owner/Guarantor(s) understand that they are not requued to agree to this paragraph as a condition of entermg this Agreement
1.17 Authority to Service Accounts. In the event Merchant is unable or unwilling to collect all or some of the Receipts, CMC shall have the right, without
warvmg any of its other nghts and remedies under this Agreement, to notify the Processor, any other credit card or payment processor used by Merchant, or
any third party having momes owed to Merchant for its sale or delivery of goods or services(including without limitation Merchant's customers), of the sale of the
SpecifiedPercentage of the Receipts under this Agreement, and to duect such credit card, payment processor or other third party to make payment to CMC of all
or any portion of the amountsreceived by such credit card, payment processor or third party on behalf of Merchant If no Event of Default has occurred,CMC
shall remit back to Merchant the excess above the Specified Percentageof the Receipts that it collected pursuant to this paragraph within 2 busmessdays of payment
and shall provide a reconciliation in accordancewith paragraph 1 3
2 REPRESENTATIONS, WARRANTIES AND COVENANTS
Merchant represents warrants and covenants that, as of this date and dunag the tenn of this Agreement:
Guarantor(s)s'
2.1 Financial Condition and Financial Information. Merchant's and bank and financial statements,copies of which have beenfurnished to CMC, and
future statementswhich will be fumished hereafterat the discretion of CMC, and any other matenals and information and statements made in connection with this
Agreement are complete and truthful and fairly represent the Enancial condition of Merchant at such dates, and since thosedatesthere has been no matenal adverse
changes, Enancial or otherwise, in such condition, operation or ownerslup of Merchant Merchant and Guarantor(s)shave a continumg, affirmative obligation to advise CMC
of any matenal adversechange in their Enancial condition, operation or owners1up CMC may request statementsat any time during the performance of this Agreementand
Guarantor(s)s'
the Merchant and Guarantor(s)s shall provide them to CMC within five business days after request from CMC Merchant's or failure to do so is a
material breach of this Agreement
2.2 Governmental Approvals. Merchant is m compliance and shall comply with all laws and has vahd permits, authorizations and licenses to own, operate and lease its
properties and to conduct the business in which it is presently engaged and/or will engage in hereafter
2.3 Authorization. Merchant, and the person(s) signmg this Agreement on behalf of Merchant, have full power and authority to mcur and perform the obhgations under this
Agreement, all of which have been duly authorized
2.4 Use of Funds. Merchant agrees that it shall use the Purchase Pnce for business purposes and not for personal, family, or household purposes
2.5 Electronic Check Processing Agreement. Merchant will not change its Processor, add terminatc, change its financial mstitution or bank account(s) or take any
other action that could have any adverse effect upon Merchant's obligations under this Agreement, without CMC's pnor wntten consent Any such changes shall be a
material breach of this Agreement
2.6 Change of Name or Location. Merchant will not conduct Merchant's busmessesunder any name other than as disclosed to the Processorand CMC, nor shall Merchant
change any of its places of business without pnor written notification to CMC
2.7 Daily Batch Out Merchant will batch out receipts with the Processor on a daily basis if applicable
2.8 Estoppel Certificate. Merchant will at every and all times, and from time to time, upon at least one (1) day's pnor notice from CMC to Merchant, execute,
acknowledge and deliver to CMC and/or to any other person, firm or corporation specified by CMC, a statement certifymg that this Agreement is unmodified and in full
force and effect (or, if there bave been modifications, that the same is in full force and effect as modified and statmg the modifications) and statmg the dates which the
Purchased Amount or any portion thereof has been repaid
2.9 No Bankruptcy. As of the date of this Agreement, Merchant is not msolvent and does not contemplate filmg for bankruptcy in the next six (6) months and has not
consulted with a bankruptcy attorney or filed any petition for bankruptcy protection pursuant to the United States Bankruptcy Code and there has been no
involuntary petition brought or pending agamst Merchant Merchant further warrants that it does not anticipate filing any such bankruptcy petition nor does Merchant
anticipate that an involuntary petition will be filed agamst Merchant Notwithstandmg, the Merchant's filing for bankruptcy shall not constitute an event of default under this
Agreement
2.10 Unencumbered Receipts. Merchant has good, complete, unencumbered and marketable title to all Receipts and all collateral in which CMC has been
granted a secunty interest under the Secunty Agreement, free and clear of any and all liabilities, liens, claims, charges,restnctions, conditions, options, rights, mortgages,
secunty interests,equities, pledges and encumbrancesof any kmd or nature whatsoeverother than m favor of CMC or any other rights or interests that may be mconsistent
with the transactions contemplated with, or adverse to the interests of CMC
2.11 Business Purpose. Merchant is a valid business in good standingunder the laws of the junsdictions in which it is organized and/or operates,and Merchant is entenng
in to this Agreement for business purposes and not as a consumer for personal, family or household pmposes
2.12 Defaults under Other Contracts. Merchant's execution of and/or perfoÀnance under this Agreement, will not cause or create an event of default by Merchant under
any contract with another person or entity
2.13 Good Faith. Merchant and Guarantor(s)shereby affirm that Merchant is receiving the PurchasePnce and selling CMC the PurchasedAmount in good faith and will use
the PurchasePnce funds to maintain and grow Merchant's business
DS
3 Initial
FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023
NYSCEF DOC. NO. 19 Comprehenswe
MerchantCapital RECEIVED NYSCEF: 01/16/2024
3 EVENTS OF DEFAULT AND REMEDIES
Default"
3.1 Events of Default. The occHrence of any of the followmg eventsshall constitute an "Event of hereunder: (a) Merchant or Guarantor(s) shall violate any term or covenantin
this Agreement; (b) Any representationor warranty by Merchant or Guarantor(s) in this Agreement shall prove to have been incorrect, false or misleading in any material respectwhen
made; (c) the sending of notice of termination by Merchant or verbally notifymg CMC of its intent to breach this Agreement; (d) the Merchant fails to request a Reconciliation or
Adjustments to the Remittancepursuantto Paragraphs1 3 & 1 4 (as appropnate)within 1 businessday of a Merchanf s Remittancereturned of msufficient funds in the Account such that
the ACH of the Remittance amount was not be honored by Merchant's bank; (e) Merchant fails to provide its bank statements,and/or month to date bank activity, accountsreceivable
reports, and/or bank logm information within two (2) businessdays of a requestby CMC, or the merchantchangestheir bank logm information (which was previously-provided to CMC)
without providing CMC with the updatedlogin information in wnting withm 48 hours of such update; (f) Merchant shall voluntanly transfer or sell all or substantially all of its assets;(g)
Merchant shall make or sendnotice of any intended bulk sale or transfer by Merchant; (h) Merchant shall use multiple depository accountswithout the pnor written consentof CMC or
takes any other action that intentionally mterfereswith or preventsCMC from receivmg the PurchasedAmount in accordancewith the terms of this Agreement; (i) Merchant shall entermto
any financmg agreementswith any other party including but not limited to: Loans, Merchant Cash Advances, Receivablesfinancing, or any other agreementthat will increasethe total debt
owed by Merchant to any other party; (j) Merchant shall changeits depositing accountwithout the pnor wntten consentof CMC; (k) Merchant shall close its depositmg accountused for
ACH debits without the pnor wntten consentof CMC; (1) Merchant's bank retums a code other than NSF cutting CMC from its collections; (m) Merchant or any Owner/ Guarantor(s),
directly or indirectly, causesto be formed a new entity or otherwise becomesassociatedwith any new or existing entity, which operatesa busmesssunilar to or competitive with that of
Merchant; or (n) Merchant shall default under any of the terms, covenants and conditions of any other agreement with CMC
3.2 Limited Personal Guaranty. Guarantor shall provide a limited guaranty of performance in connection with this Agreement ("Guaranty") The Guaranty shall only guaranty
the Merchant's performance of the covenants,representationsand conditions of this Agreement and shall not guaranteethe Remittance payment except upon the occurrence of an
Event of Default Upon the occunence of an Event of Default, CMC will enforce its rights agamst the Guarantor(s) of this transaction Said Guarantor(s)will be jointly and
severally hable to CMC for all of CMC's lossesand Guarantor(s) will be jomtly and severally liable to CMC for all of CMC's losses and damages, in additional to all costs and
expensesand legal fees associatedwith such enforcement For the avoidance of doubt, the Guarantor shall not be liable m the event that the Merchant is not hable under this
Agreement
3.3 Remedies. Upon the occurrenceof an Event of Default that is not waived pursuantto Section 4 4 hereof, CMC may proceedto protect and enforce its nghts 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 contamed herem, or to enforce the dischargeof
Merchant's obligations hereunder (meludmg the Guaranty) or any other legal or equitable nght or remedy, includmg but not limited to (1) accelerating the full uncollected
Purchased Amount (2) filmg the Confession of Judgment and executing thereon, and (3) enforcmg the Secunty Agreement contamed herem mcluding any and all nghts and
remedies of a secured party under Uniform Commercial Code Article 9, and sending demand letters to account debtors and credit card processors All rights, powers and
remediesof CMC in connection with this Agreement may be exercisedat any time by CMC after the occurrenceof an Event of Default, are cumulative and not exclusive, and shall be
in addition to any other rights, powers or remedies provided by law or equity
3.4 Attorney's Fees.Upon the occurrence of an Event of Default, and CMC legal counsel to enforce this Agreement, Merchant and Guarantor(s) agree that a fee equal to 30% of
the Remaining Balance(purchasedamount lessamountremitted by Merchant) ("Attomey's Fees") shall be immediately assessedMerchant and Guarantor(s) agreethat the calculation for
Attorney's Fees is reasonable
3.5 Costs. Merchant shall pay to CMC all reasonablecosts associatedwith (a) an Event or Default, (b) breach by Merchant of the Covenantsin this Agreement and the enfor-t
attomeys'
thereof and(c) the enforcement of CMC's remedies set forth m this Agreement, meludmg but not limited to court costs and fees
3.6 Requind Notifications. Merchant is required to give CMC written notice within 24 hours of any filing under Title 11 of the United StatesCode Merchant is required to give CMC
days'
seven (7) written notice pnor to the closing of any saleof all or substantially all of the Merchant's assetsor stock Failure to comply with either of theserequired notifications shall be
deemedan Event of Default
4 MISCELLANEOUS
4.1 Modifications; Agreements. No modification, amendment,waiver or consentof any provision of this Agreement shall be effective unlessthe sameshall be in wnting and signed by
CMC
4.2 Assignment. CMC may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in whole or in part
4.3 Notices. All notices, requests,consents,demandsand other communications hereundershall be delivered by certified m ai1, retum receipt requested,to the respectiveparties to this
Agreement at the addressesset forth in this Agreement Notices to CMC shall become effective only upon receipt by CMC Notices to Merchant shall become effective three days after
mailing
4.4 Waiver Remedies.No failure on the part of CMC to exercise,andno delay in exercismg any right under this Agreement shall operateas a waiver thereof, nor shall any single or partial
exercise of any nght under this Agreement preclude any other or further exercise thereof or the exercise of any other nght The remediesprovided hereunder are cumulative and not
exclusive of any remedies provided by law or equity
4.5 Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement, Security Agreement and Guaranty, Guaranty of Performance, and any and all addenda,attachments,
exhibits, and other documentsrelating to this Agreement in any way, shall be binding upon and inure to the benefit of Merchant and Guarantor(s) on the one hand, and CMC and their
respectivesuccessorsand assigns,except that Merchant and Guarantor(s) shall not have the nght to assigntheir nghts hereunderor any interest herein without the pnor wntten consentof
CMC which consent may be withheld m CMC's sole discretion CMC reservesthe rights to assignthis Agreement with or without pnor written notice to Merchant Illis Agreement,
Secunty Agreement, Guaranty of Perfounance, and any and all addenda,attachments,exhibits, and other documents relatmg to this Agreement in any way, shall be govemed by and
construedm accordancewith the laws of the stateof New York, without regardsto any apphcablepnnciples of conflicts of law Any suit, action or proceedmgansmg hereunder,or the
interpretation, performanceor breach hereof, shall be instituted exclusively m the SupremeCourt of the Stateof New York (the "Acceptable Forums") and not in the federal courts located
within the Stateof New York The Merchant, and Guarantor(s)specifically waive their nght to remove any statecourt action commencedby CMC and further consentto the Remandof any
matter pending between any of the Partiesto this Agreement to StateCourt All Partiesto this Agreement,hereby acknowledgeand agreethat the AcceptableForums areconvementfor the
resolution of any disputes,submit to their jurisdiction andwaive any and all nghts to object to junsdiction or venuem same Merchant and Guarantor(s)hereby agreethat the mailing of any
Snmmnnsand Complaint m any proceedmgcommencedby CMC by certified o r registeredm all, return receipt requestedto the Mailing Address listed on this Agreement ,or via email to
the Email Address listed on this Agreement, or any other processrequired by any suchcourt will constitutevahd and lawful serviceof processagamstthem without the necessityfor service
by any other means provided by statute or rule of court, but without invalidating service performed in accordance with such other provisions
4.6 Survival of Representation etc. All representations,wananties and covenantsherein shall survive the execution and delivery of this Agreement and shall continue in full force until all
obligations under this Agreement shall have been satisfied m full and this Agreement shall bave terrmnated
attorneys'
4.7 Intenpretation. All Partieshereto have reviewed this Agreement with an attorney of their choice and have relied only upon their own guidanceand advice This Agreement
shall not be construed as agamst the prepanng party
4.8 Sever ability. In caseany of the provisions of this Agreement are found to be invalid, illegal or unenforceable,the validity, legahty and enforce-abahtyof the remammg provisions of
this Agreement shall not be affected or impaired m any way
4.9 Entire AFreement. Any provision hereof prohibited by law shall be ineffective only to the extent of such prohibition without invalidatmg the remaining provisions hereof This
Agreement, includmg but not hmited to the Security Agreement and the Guaranty embody the entire agreementbetweenthe parties and supersedeall pnor agreementsand understandings
relating to the subjectmatter hereof
DS
4 1mtial
FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023
NYSCEF DOC. NO. 19 RECEIVED NYSCEF: 01/16/2024
ComprehensveMerchantCapital
4.10JURY TRIAL WA1VER. THE PAREES HEREBY WAIVE TRIAL BY JURY IN ANY COURTIN ANY SUIT, ACTION OR PROCEEDINGON ANY MATTER ARISING IN
CONNECTIONWITH OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ENFORCEMENTTHEREOF THE PARTIESHERETOACKNOWLEDGE THAT EACH PARTY
MAKES THIS WA1VER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS,AND ONLY AFTER EXTENSIVE CONSIDERATIONOF THE
RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS
4.11CLASS ACTION WAIVER. THE PARTIESHERETOWAIVE ANY RIGHT TO ASSERTANY CLAIMS AGAINST THE OTHERPARTY AS A REPRESENTATIVEOR MEMBER
IN ANY CLASSOR REPRESENTATIVEACTION, EXCEPTWHERESUCHWAIVER IS PROHIBITEDBY LAW AS AGAINST PUBLIC POLICY TO THE EXTENT EITHER PARTY
IS PERMITIED BY LAW OR COURTOFLAW TO PROCEEDWITH A CLASSOR REPRESENTATIVEACTION AGAINST THE OTHER, THE PARTIESHEREBY AGREETHAT: (1)
ATTORNEYS'
THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER FEESOR COSTSASSOCIATEDWITH PURSUINGTHE CLASSOR REPRESENTAUVE
ACTION (NOT WITHSTANDING ANY OTHERPROVISIONIN THIS AGREEMENT); AND ( 2) THE PARTY WHO INMATES OR PARTICIPATESAS A MEMBER OF THE CLASS
WILL NOT SUBMIT A CLAIM OR OTHERWISEPARUCIPATE IN ANY RECOVERYSECUREDTHROUGHTHE CLASSOR REPRESENTATIVEACTION
4.12Facsimile& Digital Acceptance.Facsimilesignaturesanddigital signatureshereonshallbedeemedacceptablefor all pmposes
SECURITY AGREEMENT AND GUARANTY OF PERFORMANCE
THE TERMS, DEFINmONS, CONDmONS AND INFORMADON SET FORTH IN THE "MERCHANT AGREEMENT", INCLUDING THE "TERMS AND
CONDmONS", ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY OF
PERFORMANCE CAPITATT7FD TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN
THE MERCHANT AGREEMENT,INCLUDING THE TERMSAND CONDmONS
Merchant's LegalName: WV. FAMILY SUPPORT AND REHABILITATION SERVICES, INC.
D/B/A: WV FAMILY SUPPORT & REHABILITATION SERVICES (WVFSRS) FederalID#:
Physical Address: 214 8TH ST city: PARKERSBURG State: WV zip 26
Preview
FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023 NYSCEF DOC. NO. 19 RECEIVED NYSCEF: 01/16/2024 EXHIBIT A FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023 NYSCEF DOC. NO. 19 Comprehenswe MerchantCapital RECEIVED NYSCEF: 01/16/2024 REVENUE PURCHASE AGREEMENT This RevenuePurchaseAgreement and Secunty Agreement and Guaranty of Perfounance ("Agreement") dated July 25, 2023 betweenComprehensiveMerchant Capital ("CMC") the Merchant(s) listed below ("Merchant") and the Individual(s) listed below ("Guarantor") MERCHANT INFORMATION Merchant's LegalName: WV. FAMILY SUPPORT AND REHABILITATION SERVICES, INC. WVFAMILYSUPPORT & REHABRITATION SERVICES INC/ WV FAMILYSUPPORT ANDREHABIIlTATION INC / WVFAMILYSUPPORT SERVICES, SERVICES ANDREHABILITATION / WV FAMILY SUPPORT AND REHABalTATION / WV FAMILY SUPPORT AND REHABILITATIONSERV/ WV FAMILY SUPPORT & REHABILITATIONSERVICES/WVFSRS/ AND REHABILITATION,INC / WV FSRS/ WESTVIRGINIA FAMILY SUPPORT/ WV CENTERFORPEACEAND CONFilCT, INC / HAAGI CO WV FAMILY SUPPORT D/B/A: WV FAMILY SUPPORT& REHABRITATIONSERVICES(WVFSRS) Stateof Incorporation / Orgamzation: WV Type of Entity: Corp LLC Q Physical Address: 214 8TH ST Other: O Sole PropO City: PARKERSBURG State: WV zip: 26101 BusmessPhone: 304-917-0021 Guarantor(s)Name: GINA ELAINE OGWUDE Cellphone Number: 304-580-1121 Fmail Address: GINA OGWUDE(dtWVFSRSORG Méhne Address: SAME AS ABOVE City: State: Zip: PurchasePrice:$ 70,000.00 PurchasedPercent 6 % PurchasedAmount: $ 104,300.00 PaymentFrequency: WEEKLY Remittance$ 4,346.00 In consideration of payment by CMC to Merchant of the Purchase Price set forth above, Merchant hereby sells, assigns and transfers to CMC (making CMC the absoluteowner) the PurchasedPercentageof all of the Merchant's payments, recerpts,settlementsandfundspaid to or receivedby or for the accountof Merchant from time to time on and after the date hereof in paymentor settlementof Merchant's existing and future accounts,payment intangibles,credit, debit and/or storedvalue card customers' transactions,contract rights and other entitlements arising from or relating to the payment of monies from Merchant's and/or other payors or obligors Receipts" "Receipts" (the "Future or are defined as all payments made by cash, check, cleannghousesettlement, electronic transfer or other form of monetary payment), for the paymentsto Merchantas a result of Merchant'ssaleof goodsand/or services(the "Transactions")until the PurchasedAmounthasbeendeliveredby or on behalf of Merchantto CMC Merchantis selling a portion of a future revenuestreamto CMC at a discount,andis not borrowingmoney from CMC, thereforethereis no interestrateor paymentscheduleandno time pened during which the PurchasedAmount must be collectedby CMC The Remittanceis a good faith estimateof CMC's shareof the future revenuestream Merchantgoing bankruptor going out of business, or experiencing a slowdown in business, or a delay in collecting its receivables, in and of itself, does not constitute a breach of this Agreement CMC is entering this Agreement knowmg the risks that Merchant's business may not perform as expected or fail, and CMC assumes these risks based on Merchant's representations,warranties and covenants in this Agreement, which are designed to give CMC a reasonableand fair opportunity to recerve thebenefit of its bargam CMC acknowledgesthat it may never receive the PurchasedAmount in the event that the Merchant does not generate sufficient revenue Merchant and Guarantor(sXs)are only guaranteemgtheir performanceof the termsof this RevenuePurchaseAgreement,andarenot guaranteeingthepaymentof thePurchasedAmount Theimtial Remrttanceshallbeasdescribedabove TheRemittanceis subjectto adjustmentassetforth in Paragraph1 3 andParagraph14 CMC will debit the Remittanceeachbusiness day from only one depositingbank account,which accountmustbe acceptableto, andpre-approvedby, CMC (the "Account") into which Merchant and Merchant's customers shall remit the Receipts from each Transaction, until such time as CMC receives payment in full of the Purchased Amount MerchantherebyauthorizesCMC to ACH debit the agreed Remittancefrom the Account on the agreedupon Payment Frequency; a daily basis means any day that is not a United Statesban1ringholiday, providedthat CMC may collect twice the Remittanceamounton the date following suchbankingholiday; CMC may alter thePayment Frequencyfrom weekly to daily uponEventof Defaultor missedRemittanceMerchantagreesnot to makeor causedebitsto theAccount(otherthanin favor of CMC) at any time that would causethe balancethereinon any businessday to be insufficient to fund paymentin full of the agreedRemittanceThe Account may not be usedfor any personal,family or householdpurposesMerchant will provide CMC with all requiredaccesscodesand monthly bankstatementsregardmgthe Account so that CMC may monitor the Account CMC payment of the Purchase Price shall be deemed the acceptance and performance by CMC of this Agreement Merchant understands that it is responsiblefor ensuringthat the agreedRemittanceto be debited by CMC remainein the Account and will be held responsiblefor any fees mcurred by CMC resulting from a rejected ACH attempt or an Event of Default CMC is not responsible for any overdrafts or rejected transactionsthat may result from CMCs ACH debiting the agreedRemittanceunder the terms of this Agreement Notwithstandmg anythmg to the contrary in this Agreement or any other agreementbetween CMC and Merchant,upon the occurrenceof an Event of Default of theMERCHANT AGREEMENT TERMS AND CONDITIONS the PurchasedPercentageshall equal 100% A list of all fees applicableunder this Agreementis contamedin AppendixA THE MERCHANT AGREEMENT "TERMS AND CONDITIONS", THE "SECURITY AGREEMENT AND GUARANTY" AND THE "ADMINISTRATIVE FORM HEREOF, ARE ALL HEREBY INCORPORATED IN AND MAnr 4 n Any nr rme unucuA wr AGREEMENT. DocuSignedby: FOR THE MERCHANT (#1)By: GINA ELAINE OGWUDE (Print Name and Title) ure) 2230CC65C7884FA... FOR THE MERCHANT (#2)By: (Prmt Name and Title) DocuSignedby: ture) BY GUARANTOR(S) (#1)By: GINA ELAINE OGWUDE (Print Name and Title) 2230CC65C7884FA... BY GUARANTOR(SW#2)By: (Pnnt Name and Title) (Signature) DS FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023 NYSCEF DOC. NO. 19 Comprehenswe MerchantCapital RECEIVED NYSCEF: 01/16/2024 MFRCHANT ACRF.FMFNT TFRMS AND CONDITIONS 1 TERMS OF ENROLLMENT IN PROGRAM 1.1 Merchant Deposit Agreement and Processor. Merchant shall (A) execute an agreement acceptable to CMC with a Bank acceptable to CMC to obtain electrome fund transfer services for the Account, and (B) if applicable, executean agreementacceptableto CMC with a credit and debit card processor (the "Processor") instructing the Processor to deposit all Receipts into the Account. Merchant shall provide CMC and/or its authorized agent(s) with all of the information, authonzations and passwords necessary for verifymg Merchant's receivables, receipts, deposits and withdrawals into and from the Account. Merchant hereby authorizesCMC and/or its agent(s) to withdraw from the Account via ACH debit the amounts owed to CMC for the receipts as specified herein and to pay such amounts to CMC. These authanzations apply not only to the approvedAccount but also to any subsequentor alternateaccountused by the Merchant for these deposits, whether pre-approved by CMC or not. This additional authonzation is not a waiver of CMCs entitlement to declare this Agreement breached by Merchant as a result of its usage of an accountwhich CMC did not first pre-approve in writing prior to Merchant's usage thereof. The aforementioned authonzations shall be irrevocable without the written consent of CMC. 1.2 Term of Agreement. This Agreement shall remam in full force and effect until the entire PurchasedAmount and any other amounts due are received by CMC as he terms of this Agreement. 1.3 Reconciliation. As long as an Event of Default, or breach of this agreement,has not occurred, Merchant, at any time, may request a retroactive reconciliation of the total Remittance Amount. All requests hereunder must be m wnting to info@mcaservicingcompany.com. Said request must include copies of all of Merchant's bank account statements,credit card processing statements,and accountsreceivable report outstanding if applicable, from the date of this Agreement through and including the datethe requestis made. If you have questions or comments about your financing, you may contact us by e-mail at questions@mcaservicingcompany.com. CMC retains the right to reasonablyrequest additional documentation including bank login or accessto view all Merchant's accounts using third party software, to correctly and accurately perfoun the reconciliation and Merchant's refusal to provide accessshall negate CMCs requirement to perform a reconciliation until the Merchant provides the appropnate documents for CMC to perform a reconciliation. Such reconciliation, if applicable, shall be performed by CMC withm two (2) Busmess Days following its receipt of Merchant's request for reconciliation and supportmg documentation by either crediting or debiting the difference back to, or from, Merchant's Bank Account so that the total amount debited by CMC shall equal the Specific Percentage of the Future Receipts that Merchant collected dunng the contract tenn. 1.4 Adjustments to the Remittance. As long as an Event of Default, or breach of this agreement, has not occurred, Merchant may give notice to CMC to request a decrease in the Remittance, should they expenence a decrease in its Future Receipts. All requests hereunder must be in wnting to info@mcaservicingcompany.com and must include copies of all of Merchant's bank account statements, credit card processing statements, and accountsreceivable report outstanding from the date of this Agreement through and including the date the request is made. CMC retams the right to reasonably request additional documentation including bank login or 3rd party software access to view all Merchant's accounts, refusal to provide access shall negate CMC's obligation to adjust the Remittance until the Merchant provides the appropnate documentation. The Remittance shall be modified to more closely reflect the Merchant's actual receipts by multiplymg the Merchant's actual receipts by the Purchased Percentage divided by the number of business days in the previous (2) calendar weeks. Merchant shall provide CMC with viewing access to their bank account as well as all information reasonably requested by CMC to properly calculate the Merchant's Remittance.At the end of the two (2) calendar weeks the Merchant may request another adjustment pursuant to this paragraph or it is agreed that the Merchant's Remittance shall retum to the Remittance as agreed upon on Page 1 of this Agreement. 15 Financial Condition. Merchant and Guarantor(s)(s) (as heremafter defined and limited) authonze CMC and its agentsto mvestigatetheir financial responsibility and history, and will provide to CMC any authonzations, bank or financial statements, tax returns, etc., as CMC requests in its sole and absolute discretion pnor to or at any time after execution of this Agreement. A photocopy of this authonzation will be deemedas acceptableas an authorization for releaseof Anancial and credit infounation. CMC is authonzed to update such mformation and Enancial and credit profiles from time to time as it deemsappropnate.Merchant shall provide bank login information, or 3rd party software access, to view Merchant's Account m connection with this Agreement. If Merchant changesthe Account's login infounation, Merchant must provide CMC with the updated login information in wntmg within 48 hours of such change.Merchant understandsand agreesthat CMC's accessto the Account is expressly limited to monitoring for defaults under the Agreement. Upon CMC's request, Merchant shall withm 48 hours provide logm information to its bookkeeping software and/or provide weekly accountsreceivable aging reports. Transactional History. Merchant authonzes all of its banks, brokers and processor to provide CMC with Merchant's banking, brokerage and/or processing history to determine qualification or contmuation in this program and for collections purposes. Merchant shall provide CMC with copies of any documents related to Merchant's card processing activity or financial and banking affairs withm five days after a request from CMC. 1.7 Indemnification. Merchant and Guarantor(s)(s)herebyjomtly and severally mdemnify and hold harmlessCMC and each Processor,their respective officers, directors, agents and representatives,contractors,afMiates, and shareholdersagamstall losses,damages,costs,claims, liabilities and expenses(including reasonableattomey's fees) incuned by any such indemnifymg acts or actions as a direct or mdirect result of (a) claims assertedby CMC for momes owed to CMC from Merchant and (b) actions taken by indemnitee m reliance upon any fraudulent, misleading or deceptive mformation or instructions provided by Merchant or Guarantor(s). 1.8 No Liability. In no event will CMC be liable for any claims assertedby Merchant or Guarantor(s)sunder any legal or equitable theory for lost profits, lost revenues, lost business opportumties, exemplary, pumtive, special, incidental, indirect or consequential damages, each of which is waived by both Merchant and Guarantor(s)(s). In the event these claims are nonetheless raised, Merchant and Guarantor(s) s will be jointly liable for all of CMC's attomey's fees and expenses resultmg therefrom. 1.9 Reliance on Terms. Section 1.1, 1.6, 1.7, 1.8 and 2.5 of this Agreement are agreedto for the benefit of Merchant, CMC, Processor,and Merchant's bank and notwithstandmg the fact that Processor and the bank is not a party of this Agreement, Processor and the bank may rely upon their terms and raise them as a defense in any action. 1.10 Sale of Receipts. Merchant and CMC agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan funm CMC to Merchant. Merchant agreesthat the PurchasePrice is m exchangefor the Receipts pursuant to this Agreement, and that it equalsthe fair market value of suchReceipts.CMC haspurchasedand shall own all the Receiptsdesenbedm this Agreement up to the full Purchased Amount as the Receipts are created.Merchant acknowledgesthat CMC's shareof Receipts collected are being held by Merchant in trust and are the sole property of CMC until they are remitted to CMC and shall not use CMC's shareof Receipts and shall reflect CMC's ownership of CMC's shareof Receipts on its books and records. Paymentsmade to CMC in respectto the full amount of the Receiptsshall be conditioned upon Merchant's sale of products and services, and the payment therefore by Merchant's customers.By this Agreement, Merchant transfers to CMC full and complete ownership of the PurchasedAmount and Merchant retams no legal or equitable interest therem. CMC hereby appoints Merchant, and Merchant acceptsappointment, as servicer for and on behalf of CMC for the purpose of collectmg and dehvenng Receipts to CMC as required by this Agreement until CMC has received the Receipts PurchasedAmount, and Merchant agreesthat all such Receipts shall be received and held m trust for the benefit of CMC for purposes of carrymg out the terms of this Agreement. Merchant agreesthat it will treat the amountsreceived and the PurchasedReceiptsdelivered to CMC under this Agreement in a manner consistentwith a sale in its accountmg records and tax returns. Merchant agreesthat CMC is entitled to audit Merchant's accounting records upon reasonablenotice in order to venfy compliance. Merchant waives any nghts of pnvacy, confidentiahty or taxpayer pnvilege in any such litigation or arbitration m which Merchant assertsthat this transactionis anything other than a sale of future receipts. In no event shall the aggregateof all amountsor any portion thereof be deemedas interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonethelessdeterminesthat CMC has chargedor received mterest hereunderin excessof the highest applicable rate, the rate m effect hereundershall automatically be reducedto the maximum rate permitted by applicable law and CMC shall promptly refund to Merchant any interest received by CMC in excessof the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that CMC not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excessof that which may be paid by Merchant under applicable law. As a result thereof Merchant knowingly and willmgly waives the defenseof Usuty in any action or proceedmg should this transactionbe deemedthat of a loan and not apurchaseof receivables. as 2 Initial FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023 erwn•c MerchantfaWwtFl NYSCEF DOC. NO. 19 RECEIVED NYSCEF: 01/16/2024 1.11 Power of Attorney. Power of Attomey Merchant irrevocably appointsCMC and its agentsand representatives,as its agent and attomey-in-fact with full authonty to take any action or execute any instrument or documentto settle and ensurepayment of all obligations due to CMC from Processoror Merchant, regardlessof whether the obligation is carent or due to a violation by Merchant of Section 1 or the occurrenceof an Event of Default under Section3 hereof mcluding without limitation- (1) to obtain and adjust msurance;(ii) to collect monies due or to become due under or m respect of any of the Collateral; (iii) to receive, endorseand collect any checks, notes, drafts, mstruments, documentsor chattel paper in connectionwith clause(i) or clause(ii) above; (iv) to sign Merchant's nameon any invoice, bill of lading, or assignmentdirectmg customersor accountdebtorsto makepayment directly Guarantor(s)' to CMC; (v) to contact Merchant's banks and ñnancial mstitutions using Merchant and personal information to venfy the existence of an account and obtam account balances;and (vi) to file any clanns or take any action or institute any proceedmgwhich CMC may deem necessaryfor the collection of any of the unpaid PurchasedAmount from the Collateral or otherwiseto enforceits rights with respectto paymentof the PurchasedAmount including but not linuted to, notifymg and instructmg accountdebtorsof Merchant and any of Merchant's Processorsto remit payment of accountsand other collateral owed to Merchant directly to CMC In connection therewith, all costs, expensesand fees,including legal fees, shall be payable by Merchant 1.12 Protection of Information. Merchant and each person sigmng this Agreement on behalf of Merchant and/or as Owner or Guarantor(s),in respect of him self for herself personally, authonzes CMC to disclose information concemmg Merchant's and each Owner's andeach Guarantor(s)'s credit standing (including credit bureau reports that CMC obtains) and business conduct only to agents, afEliates, subsidiaries, and credit reporting bureaus Merchant and each Owner and eachGuarantor(s) bereby and each waives to the maximum extent pernutted by law any claun for damages agamst CMC or any of its affiliates relating to any (i)investigation undertaken by or on behalf of CMC as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement 1.13 Confidentiality. Merchant understands and agrees that the terms and conditions of the products and services offered by CMC, including this Agreementand any other CMC documents (collectively, "Confidential Information") are proprietary and confidential mformation of CMC Accordmgly, unless disclosure is required by law or court order, Merchant shall not disclose Confidential Information of CMC to any person other than an attorney, accountant, Enancial advisor or employeeof Merchant who needs to know such information for the purpose of advising Merchant ("Advisor"), provided such Advisor usessuch information solely for the purpose of advising Merchant and first agrees in wntmg to be bound by the terms of this section A breachhereof entitles CMC to not only damages andreasonableattomey's fees but also to both a Temporary Restraining Order and a Preliminary Injunction without Bond or Secunty 1.14 Publicity. Merchant and each of Merchant's Owners and all Guarantor(s) here to all hereby authonzes CMC to use its his or her name in listings of clients and in advertising and marketmg materials as" "d/b/a" 1.15 D/B/A's. Merchant hereby acknowledges and agrees that CMC may be usmg "dong business or names in connectionwith various mattersrelating to the transaction between CMC and Merchant, including the filing of UCC-1 financmg statements and other notices or ñlings 1.16 Authority to Contact Merchant and Owner/Guarantor(s) explicitly agree to be contacted by CMC and its agents and afR1iates by telephone, email and/or SMS / text messagmg provided m connection with this Agreement and agree to cover all usual third-party costs or charges that may be associated with such contacts Merchant and Owner/Guarantor(s) understand that they are not requued to agree to this paragraph as a condition of entermg this Agreement 1.17 Authority to Service Accounts. In the event Merchant is unable or unwilling to collect all or some of the Receipts, CMC shall have the right, without warvmg any of its other nghts and remedies under this Agreement, to notify the Processor, any other credit card or payment processor used by Merchant, or any third party having momes owed to Merchant for its sale or delivery of goods or services(including without limitation Merchant's customers), of the sale of the SpecifiedPercentage of the Receipts under this Agreement, and to duect such credit card, payment processor or other third party to make payment to CMC of all or any portion of the amountsreceived by such credit card, payment processor or third party on behalf of Merchant If no Event of Default has occurred,CMC shall remit back to Merchant the excess above the Specified Percentageof the Receipts that it collected pursuant to this paragraph within 2 busmessdays of payment and shall provide a reconciliation in accordancewith paragraph 1 3 2 REPRESENTATIONS, WARRANTIES AND COVENANTS Merchant represents warrants and covenants that, as of this date and dunag the tenn of this Agreement: Guarantor(s)s' 2.1 Financial Condition and Financial Information. Merchant's and bank and financial statements,copies of which have beenfurnished to CMC, and future statementswhich will be fumished hereafterat the discretion of CMC, and any other matenals and information and statements made in connection with this Agreement are complete and truthful and fairly represent the Enancial condition of Merchant at such dates, and since thosedatesthere has been no matenal adverse changes, Enancial or otherwise, in such condition, operation or ownerslup of Merchant Merchant and Guarantor(s)shave a continumg, affirmative obligation to advise CMC of any matenal adversechange in their Enancial condition, operation or owners1up CMC may request statementsat any time during the performance of this Agreementand Guarantor(s)s' the Merchant and Guarantor(s)s shall provide them to CMC within five business days after request from CMC Merchant's or failure to do so is a material breach of this Agreement 2.2 Governmental Approvals. Merchant is m compliance and shall comply with all laws and has vahd permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged and/or will engage in hereafter 2.3 Authorization. Merchant, and the person(s) signmg this Agreement on behalf of Merchant, have full power and authority to mcur and perform the obhgations under this Agreement, all of which have been duly authorized 2.4 Use of Funds. Merchant agrees that it shall use the Purchase Pnce for business purposes and not for personal, family, or household purposes 2.5 Electronic Check Processing Agreement. Merchant will not change its Processor, add terminatc, change its financial mstitution or bank account(s) or take any other action that could have any adverse effect upon Merchant's obligations under this Agreement, without CMC's pnor wntten consent Any such changes shall be a material breach of this Agreement 2.6 Change of Name or Location. Merchant will not conduct Merchant's busmessesunder any name other than as disclosed to the Processorand CMC, nor shall Merchant change any of its places of business without pnor written notification to CMC 2.7 Daily Batch Out Merchant will batch out receipts with the Processor on a daily basis if applicable 2.8 Estoppel Certificate. Merchant will at every and all times, and from time to time, upon at least one (1) day's pnor notice from CMC to Merchant, execute, acknowledge and deliver to CMC and/or to any other person, firm or corporation specified by CMC, a statement certifymg that this Agreement is unmodified and in full force and effect (or, if there bave been modifications, that the same is in full force and effect as modified and statmg the modifications) and statmg the dates which the Purchased Amount or any portion thereof has been repaid 2.9 No Bankruptcy. As of the date of this Agreement, Merchant is not msolvent and does not contemplate filmg for bankruptcy in the next six (6) months and has not consulted with a bankruptcy attorney or filed any petition for bankruptcy protection pursuant to the United States Bankruptcy Code and there has been no involuntary petition brought or pending agamst Merchant Merchant further warrants that it does not anticipate filing any such bankruptcy petition nor does Merchant anticipate that an involuntary petition will be filed agamst Merchant Notwithstandmg, the Merchant's filing for bankruptcy shall not constitute an event of default under this Agreement 2.10 Unencumbered Receipts. Merchant has good, complete, unencumbered and marketable title to all Receipts and all collateral in which CMC has been granted a secunty interest under the Secunty Agreement, free and clear of any and all liabilities, liens, claims, charges,restnctions, conditions, options, rights, mortgages, secunty interests,equities, pledges and encumbrancesof any kmd or nature whatsoeverother than m favor of CMC or any other rights or interests that may be mconsistent with the transactions contemplated with, or adverse to the interests of CMC 2.11 Business Purpose. Merchant is a valid business in good standingunder the laws of the junsdictions in which it is organized and/or operates,and Merchant is entenng in to this Agreement for business purposes and not as a consumer for personal, family or household pmposes 2.12 Defaults under Other Contracts. Merchant's execution of and/or perfoÀnance under this Agreement, will not cause or create an event of default by Merchant under any contract with another person or entity 2.13 Good Faith. Merchant and Guarantor(s)shereby affirm that Merchant is receiving the PurchasePnce and selling CMC the PurchasedAmount in good faith and will use the PurchasePnce funds to maintain and grow Merchant's business DS 3 Initial FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023 NYSCEF DOC. NO. 19 Comprehenswe MerchantCapital RECEIVED NYSCEF: 01/16/2024 3 EVENTS OF DEFAULT AND REMEDIES Default" 3.1 Events of Default. The occHrence of any of the followmg eventsshall constitute an "Event of hereunder: (a) Merchant or Guarantor(s) shall violate any term or covenantin this Agreement; (b) Any representationor warranty by Merchant or Guarantor(s) in this Agreement shall prove to have been incorrect, false or misleading in any material respectwhen made; (c) the sending of notice of termination by Merchant or verbally notifymg CMC of its intent to breach this Agreement; (d) the Merchant fails to request a Reconciliation or Adjustments to the Remittancepursuantto Paragraphs1 3 & 1 4 (as appropnate)within 1 businessday of a Merchanf s Remittancereturned of msufficient funds in the Account such that the ACH of the Remittance amount was not be honored by Merchant's bank; (e) Merchant fails to provide its bank statements,and/or month to date bank activity, accountsreceivable reports, and/or bank logm information within two (2) businessdays of a requestby CMC, or the merchantchangestheir bank logm information (which was previously-provided to CMC) without providing CMC with the updatedlogin information in wnting withm 48 hours of such update; (f) Merchant shall voluntanly transfer or sell all or substantially all of its assets;(g) Merchant shall make or sendnotice of any intended bulk sale or transfer by Merchant; (h) Merchant shall use multiple depository accountswithout the pnor written consentof CMC or takes any other action that intentionally mterfereswith or preventsCMC from receivmg the PurchasedAmount in accordancewith the terms of this Agreement; (i) Merchant shall entermto any financmg agreementswith any other party including but not limited to: Loans, Merchant Cash Advances, Receivablesfinancing, or any other agreementthat will increasethe total debt owed by Merchant to any other party; (j) Merchant shall changeits depositing accountwithout the pnor wntten consentof CMC; (k) Merchant shall close its depositmg accountused for ACH debits without the pnor wntten consentof CMC; (1) Merchant's bank retums a code other than NSF cutting CMC from its collections; (m) Merchant or any Owner/ Guarantor(s), directly or indirectly, causesto be formed a new entity or otherwise becomesassociatedwith any new or existing entity, which operatesa busmesssunilar to or competitive with that of Merchant; or (n) Merchant shall default under any of the terms, covenants and conditions of any other agreement with CMC 3.2 Limited Personal Guaranty. Guarantor shall provide a limited guaranty of performance in connection with this Agreement ("Guaranty") The Guaranty shall only guaranty the Merchant's performance of the covenants,representationsand conditions of this Agreement and shall not guaranteethe Remittance payment except upon the occurrence of an Event of Default Upon the occunence of an Event of Default, CMC will enforce its rights agamst the Guarantor(s) of this transaction Said Guarantor(s)will be jointly and severally hable to CMC for all of CMC's lossesand Guarantor(s) will be jomtly and severally liable to CMC for all of CMC's losses and damages, in additional to all costs and expensesand legal fees associatedwith such enforcement For the avoidance of doubt, the Guarantor shall not be liable m the event that the Merchant is not hable under this Agreement 3.3 Remedies. Upon the occurrenceof an Event of Default that is not waived pursuantto Section 4 4 hereof, CMC may proceedto protect and enforce its nghts 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 contamed herem, or to enforce the dischargeof Merchant's obligations hereunder (meludmg the Guaranty) or any other legal or equitable nght or remedy, includmg but not limited to (1) accelerating the full uncollected Purchased Amount (2) filmg the Confession of Judgment and executing thereon, and (3) enforcmg the Secunty Agreement contamed herem mcluding any and all nghts and remedies of a secured party under Uniform Commercial Code Article 9, and sending demand letters to account debtors and credit card processors All rights, powers and remediesof CMC in connection with this Agreement may be exercisedat any time by CMC after the occurrenceof an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity 3.4 Attorney's Fees.Upon the occurrence of an Event of Default, and CMC legal counsel to enforce this Agreement, Merchant and Guarantor(s) agree that a fee equal to 30% of the Remaining Balance(purchasedamount lessamountremitted by Merchant) ("Attomey's Fees") shall be immediately assessedMerchant and Guarantor(s) agreethat the calculation for Attorney's Fees is reasonable 3.5 Costs. Merchant shall pay to CMC all reasonablecosts associatedwith (a) an Event or Default, (b) breach by Merchant of the Covenantsin this Agreement and the enfor-t attomeys' thereof and(c) the enforcement of CMC's remedies set forth m this Agreement, meludmg but not limited to court costs and fees 3.6 Requind Notifications. Merchant is required to give CMC written notice within 24 hours of any filing under Title 11 of the United StatesCode Merchant is required to give CMC days' seven (7) written notice pnor to the closing of any saleof all or substantially all of the Merchant's assetsor stock Failure to comply with either of theserequired notifications shall be deemedan Event of Default 4 MISCELLANEOUS 4.1 Modifications; Agreements. No modification, amendment,waiver or consentof any provision of this Agreement shall be effective unlessthe sameshall be in wnting and signed by CMC 4.2 Assignment. CMC may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in whole or in part 4.3 Notices. All notices, requests,consents,demandsand other communications hereundershall be delivered by certified m ai1, retum receipt requested,to the respectiveparties to this Agreement at the addressesset forth in this Agreement Notices to CMC shall become effective only upon receipt by CMC Notices to Merchant shall become effective three days after mailing 4.4 Waiver Remedies.No failure on the part of CMC to exercise,andno delay in exercismg any right under this Agreement shall operateas a waiver thereof, nor shall any single or partial exercise of any nght under this Agreement preclude any other or further exercise thereof or the exercise of any other nght The remediesprovided hereunder are cumulative and not exclusive of any remedies provided by law or equity 4.5 Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement, Security Agreement and Guaranty, Guaranty of Performance, and any and all addenda,attachments, exhibits, and other documentsrelating to this Agreement in any way, shall be binding upon and inure to the benefit of Merchant and Guarantor(s) on the one hand, and CMC and their respectivesuccessorsand assigns,except that Merchant and Guarantor(s) shall not have the nght to assigntheir nghts hereunderor any interest herein without the pnor wntten consentof CMC which consent may be withheld m CMC's sole discretion CMC reservesthe rights to assignthis Agreement with or without pnor written notice to Merchant Illis Agreement, Secunty Agreement, Guaranty of Perfounance, and any and all addenda,attachments,exhibits, and other documents relatmg to this Agreement in any way, shall be govemed by and construedm accordancewith the laws of the stateof New York, without regardsto any apphcablepnnciples of conflicts of law Any suit, action or proceedmgansmg hereunder,or the interpretation, performanceor breach hereof, shall be instituted exclusively m the SupremeCourt of the Stateof New York (the "Acceptable Forums") and not in the federal courts located within the Stateof New York The Merchant, and Guarantor(s)specifically waive their nght to remove any statecourt action commencedby CMC and further consentto the Remandof any matter pending between any of the Partiesto this Agreement to StateCourt All Partiesto this Agreement,hereby acknowledgeand agreethat the AcceptableForums areconvementfor the resolution of any disputes,submit to their jurisdiction andwaive any and all nghts to object to junsdiction or venuem same Merchant and Guarantor(s)hereby agreethat the mailing of any Snmmnnsand Complaint m any proceedmgcommencedby CMC by certified o r registeredm all, return receipt requestedto the Mailing Address listed on this Agreement ,or via email to the Email Address listed on this Agreement, or any other processrequired by any suchcourt will constitutevahd and lawful serviceof processagamstthem without the necessityfor service by any other means provided by statute or rule of court, but without invalidating service performed in accordance with such other provisions 4.6 Survival of Representation etc. All representations,wananties and covenantsherein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied m full and this Agreement shall bave terrmnated attorneys' 4.7 Intenpretation. All Partieshereto have reviewed this Agreement with an attorney of their choice and have relied only upon their own guidanceand advice This Agreement shall not be construed as agamst the prepanng party 4.8 Sever ability. In caseany of the provisions of this Agreement are found to be invalid, illegal or unenforceable,the validity, legahty and enforce-abahtyof the remammg provisions of this Agreement shall not be affected or impaired m any way 4.9 Entire AFreement. Any provision hereof prohibited by law shall be ineffective only to the extent of such prohibition without invalidatmg the remaining provisions hereof This Agreement, includmg but not hmited to the Security Agreement and the Guaranty embody the entire agreementbetweenthe parties and supersedeall pnor agreementsand understandings relating to the subjectmatter hereof DS 4 1mtial FILED: ROCKLAND COUNTY CLERK 01/16/2024 03:14 PM INDEX NO. 036051/2023 NYSCEF DOC. NO. 19 RECEIVED NYSCEF: 01/16/2024 ComprehensveMerchantCapital 4.10JURY TRIAL WA1VER. THE PAREES HEREBY WAIVE TRIAL BY JURY IN ANY COURTIN ANY SUIT, ACTION OR PROCEEDINGON ANY MATTER ARISING IN CONNECTIONWITH OR IN ANY WAY RELATED TO THIS AGREEMENT OR THE ENFORCEMENTTHEREOF THE PARTIESHERETOACKNOWLEDGE THAT EACH PARTY MAKES THIS WA1VER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS,AND ONLY AFTER EXTENSIVE CONSIDERATIONOF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS 4.11CLASS ACTION WAIVER. THE PARTIESHERETOWAIVE ANY RIGHT TO ASSERTANY CLAIMS AGAINST THE OTHERPARTY AS A REPRESENTATIVEOR MEMBER IN ANY CLASSOR REPRESENTATIVEACTION, EXCEPTWHERESUCHWAIVER IS PROHIBITEDBY LAW AS AGAINST PUBLIC POLICY TO THE EXTENT EITHER PARTY IS PERMITIED BY LAW OR COURTOFLAW TO PROCEEDWITH A CLASSOR REPRESENTATIVEACTION AGAINST THE OTHER, THE PARTIESHEREBY AGREETHAT: (1) ATTORNEYS' THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER FEESOR COSTSASSOCIATEDWITH PURSUINGTHE CLASSOR REPRESENTAUVE ACTION (NOT WITHSTANDING ANY OTHERPROVISIONIN THIS AGREEMENT); AND ( 2) THE PARTY WHO INMATES OR PARTICIPATESAS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISEPARUCIPATE IN ANY RECOVERYSECUREDTHROUGHTHE CLASSOR REPRESENTATIVEACTION 4.12Facsimile& Digital Acceptance.Facsimilesignaturesanddigital signatureshereonshallbedeemedacceptablefor all pmposes SECURITY AGREEMENT AND GUARANTY OF PERFORMANCE THE TERMS, DEFINmONS, CONDmONS AND INFORMADON SET FORTH IN THE "MERCHANT AGREEMENT", INCLUDING THE "TERMS AND CONDmONS", ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY OF PERFORMANCE CAPITATT7FD TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE MERCHANT AGREEMENT,INCLUDING THE TERMSAND CONDmONS Merchant's LegalName: WV. FAMILY SUPPORT AND REHABILITATION SERVICES, INC. D/B/A: WV FAMILY SUPPORT & REHABILITATION SERVICES (WVFSRS) FederalID#: Physical Address: 214 8TH ST city: PARKERSBURG State: WV zip 26