Preview
FILED: NASSAU COUNTY CLERK 11/08/2023 03:16 AM INDEX NO. 615147/2023
NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 11/08/2023
EXHIBIT A
FILED: NASSAU COUNTY INDEX NO. 615147/2023
CLERK
11/08/2023
03:16 AM
NYSCEF DOC. NO. 11
Id: 0066T0000180f68QAA RECEIVED NYSCEF: 11/08/2023
support@voxfunding.com
1-800-614-8799
FUTURE RECEIPTS SALE AGREEMENT
8/26/2022
This FUTURE RECEIPTS SALE AGREEMENT ("Agreement") ") dated , is made by and between Vox Funding LLC, a
Delaware limited liability company ("Purchaser"), Merchant (Merchant Information below), and the Guarantor(s)/Owner(s), as identified in the
Owner/Guarantor Information below.
Merchant Information
Legal Name: Regency Conversions Inc DBA: Regency RV
Entity Type: Corporation FEIN: 81-1701450
State of Incorporation: Texas Bank Name: First Financial Bank, N.a.
Address: 4706 Lone Star Boulevard, Fort Worth, TX, 76106 Phone: 817-847-7974
Owner/Guarantor Information (referred to individually or collectively as the “Owner”)
Owner 1/Guarantor 1
Full Name: Donald Emahiser Cell Phone: 574-584-4360 Social Security #: 273-84-2075
Home Address: 406 North Front Street City/State: Syracuse, IN Zip Code: 46567
Ownership %: 100.00% Email: demahiser@regencyrv.com DOB: 1970-05-12
Owner 2/Guarantor 2
Full Name: Cell Phone: Social Security #:
Home Address: City/State: Zip Code:
Ownership %: Email: DOB:
Purchase Detail
Amount Sold $ 1,130,250.00 The dollar value of the Future Receipts
The risk adjustment to the Amount Sold that determines the Future Receipts
Discount Factor 1.370
Discount
Future Receipt Discount $ 305,250.00 The difference in value between the Purchase Price and the Amount Sold
Specified Percentage 7.000% Percentage of Future Receipts to be remitted to Purchaser
Future Receipts Expected Per Month based on analysis of Merchant's business and
Estimated Average Monthly Receipts $ 1,700,000.00
attestation from Merchant
Purchase Price $ 825,000.00 The dollar amount Purchaser is paying for the Amount Sold
Processing Fee $ 24,750.00 The dollar amount to be deducted from Purchase Price
Direct Payment to Vox Funding $ 489,285.62 Amount paid on existing Vox Funding agreements and fees
Direct Payments to Third Parties $ 0.0 Amount on third party agreements
Wire Transaction Fee $ 50.00 The cost to wire funds to Merchant and/or third parties
Disbursement Amount to Merchant $ 310,856.88 Net of fees, discount, and direct payments
Remittance can occur via ACH, Bank Transfer, Bank Wire, Payment Card, or
Remittance Choice ACH
Lockbox
[Daily (Each “Business Day” Monday through Friday excluding Federal Reserve
Remittance Frequency Weekly
holidays)] or [Weekly]
Expected term of this Agreement based on the Specified Percentage (this is only an
Expected Remittance Term 46
estimate)
Remittance Transaction Fee $ 57.50 Transaction fee for ACH Remittance
Estimated Remittance Amount of Future Receipts to be collected according to the
Estimated Remittance Amount $ 24,570.66
Remittance Frequency
Note: The terms in the table above shall constitute defined terms with respect to this Agreement.
As explained in more detail in the Terms and Conditions stated hereinafter, Merchant will be in default of this Agreement if Merchant does or causes to
be done any of the following during the course of this Agreement (see below Section 6 for a list of additional Events of Default):
x Change or close Merchant's bank account
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NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 11/08/2023
x Change (or add) Payment Card processors
x Block Purchaser’s ACH access to Merchant's bank account
x Sell Merchant's business prior to full remittance of Amount Sold of Future Receipts above without prior written consent from Purchaser
x Retain a third-party debt consolidator to negotiate a change to the terms and conditions of this Agreement
x Fail to provide Purchaser copies of and/or electronic access to all documents related to Merchant's card processing activity or financial,
banking, or tax affairs within ten (10) days of a request by Purchaser
x Sell Merchant’s Future Receipts to another person or entity
DISCOUNTS, FEES, AND DAMAGES. The following terms are additional costs, fees, or damages that may be incurred in connection with this
Agreement upon certain circumstances, as set forth below:
a. Processing Fee. Merchant agrees to pay Purchaser the Processing Fee listed on the first page of this Agreement. Purchaser will deduct the
amount of the Processing Fee from the Purchase Price that is to be paid to Merchant.
b. Wire Transaction Fee. Merchant may request to receive payment of the Purchase Price to Merchant or to third parties by wire transfer.
Purchaser shall have sole discretion in determining whether it will pay the Purchase Price by wire transfer. In the event Purchaser pays the
Purchase Price by wire transfer, Merchant agrees to pay Purchaser a fee of $50.00 for each wire transfer, which covers the administrative,
technological and banking costs for paying the Purchase Price by wire transfer. Purchaser will deduct the amount of the Wire Transaction Fee
from the Purchase Price that is to be paid to Merchant.
c. Bank Account Change Fee. For each change of account requested, Merchant agrees to pay Purchaser a fee of $50.00, which covers the
administrative, technological and other costs for changing the Account. The Account may only be changed to another business checking account
in the name of the Merchant.
d. Returned Item Fee. To the extent not prohibited by applicable law, Merchant agrees to pay Purchaser promptly upon demand a returned item fee
of $50.00 (a “Returned Item Fee”) if an electronic debit is returned unpaid or cannot be processed or a check, draft or similar instrument issued
by Merchant or any individual that signs this Agreement is not honored or cannot be processed (either of which is a “Returned Item Event”).
Merchant and any individual that signs this Agreement authorize Purchaser to resubmit returned payments in its discretion. At Purchaser’s option,
Purchaser will assess this fee any time a payment is not honored or paid, even if it is later honored or paid following resubmission. Any check,
draft or similar instrument may be collected electronically if returned for insufficient or uncollected funds. If Merchant is not generating
sufficient receipts to satisfy the Remittance Amount, Merchant has the obligation to request an adjustment to the Remittance Amount rather than
incurring repeated Returned Item Fees.
e. UCC Filing and Release Fee. Merchant agrees to pay Purchaser $150.00 upon request from Purchaser for fees associated with filing and
releasing any UCCs against Merchant in accordance with this Agreement.
f. Blocked Account Damages. If Merchant puts a block on the Approved Account or takes any intentional action that would prevent Purchaser
from debiting the Approved Account as permitted by the Agreement, which action will constitute Merchant’s default of the Agreement, Merchant
agrees to pay Purchaser promptly on demand $1,000 as liquidated damages. The parties agree that these damages are a good faith estimate of the
damages caused by such a default of the Agreement, including the increased resources required to be expended by Purchaser to respond to the
default, the increased cost of funds to Purchaser caused by the failure to receive expected funds, the risk to Purchaser’s ability to request ACH
payments through the NACHA system caused by initiating rejected ACHs, and other damages and expenses caused by the default.
g. Stacking Damages. Merchant agrees to pay Purchaser promptly on demand $1,000 as liquidated damages if, subsequent to entering this
Agreement, Merchant sells any Future Receipts to, or obtains a loan or other financing secured by any Future Receipts from, any other person or
entity (“Stacking”) without Purchaser’s prior written consent before (i) Purchaser collects the entire Amount Sold or (ii) three years have passed
since the date of this Agreement, whichever occurs first, which action will constitute Merchant’s default of this Agreement. The parties agree that
these damages are a good faith estimate of the damages caused by this default of the Agreement including the increased resources required to be
expended by Purchaser to respond to the default, the increased risk to Purchaser caused by the Stacking, and other damages and expenses caused
by the default.
h. Default Damages. In the event of a default of this Agreement, if such default is not cured within five days of its first occurrence, Merchant
agrees to pay Purchaser promptly on demand:
a. For advances in original amount of $10,000 or less, a default fee of the greater of $2,500 or 10% of the undelivered Amount Sold; or
b. For advances in original amount of greater than $10,000, a default fee of the greater of $5,000 or 10% of the undelivered Amount Sold.
This amount will be added to the total amount to be remitted by the Merchant, effectively providing a default-based discount to the Purchaser. The parties
agree that these damages are a good faith estimate of the damages caused by a default of the Agreement, including the increased resources required to be
expended by Purchaser to respond to the default, as well as other damages and expenses caused by the default. TERMS AND CONDITIONS IN
ADDITION TO THE ABOVE TERMS:
1. Nonrecourse Sale of Future Receipts (THIS IS NOT A LOAN). In consideration of the payment of the Purchase Price specified above,
Merchant hereby sells, assigns, and transfers to Purchaser, without recourse, the Amount Sold and will deliver the Specified Percentage of the
proceeds of each future sale made by Seller (collectively “Future Receipts”) in accordance with this Agreement. “Future Receipts” includes all
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payments made by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card (each such card shall be
referred to herein as a “Payment Card”) or other form of monetary payment in the ordinary course of Seller’s business. Merchant agrees to
remit to Purchaser in accordance with the terms of this Agreement the Specified Percentage of the Future Receipts until the Amount Sold has
been forwarded to Purchaser. Purchaser purchases the Future Receipts free and clear of all claims, liens or encumbrances of any kind
whatsoever. Merchant agrees that this Agreement applies to Merchant's entire right, title and interest in the Future Receipts up to the Amount
Sold. The terms and conditions of this Agreement shall remain in full force and effect until the Amount Sold has been delivered to Purchaser
subject to the terms of this Agreement. Merchant and Purchaser agree that this sale and purchase is final and Merchant has no right to
repurchase or resell the Future Receipts or any portion thereof. Merchant, any individual signing this Agreement as a Guarantor/Owner and
Purchaser (each individually referred to herein as "Party" and collectively referred to herein as "Parties") agree that the Purchase Price paid to
Merchant is the price paid to purchase Merchant's Future Receipts and that the transaction contemplated by this Agreement is a purchase and
sale of the Future Receipts. The Parties hereby agree that the transaction contemplated by this Agreement is not a loan, a forbearance of money
lent or any similar loan or lending transaction. Merchant understands, agrees and represents that this transaction is made for business or
commercial purposes only. Merchant agrees that it will treat the Purchase Price and Amount Sold in a manner consistent with a sale in its
accounting records and tax returns. Merchant agrees that Purchaser is entitled to audit Merchant’s accounting records upon reasonable notice in
order to verify compliance. Merchant waives any rights of privacy, confidentiality or taxpayer privilege in any such litigation or arbitration in
which Merchant asserts that this transaction is anything other than a sale of Future Receipts.
2. Changes to the Estimated Remittance Amount (IMPORTANT PROTECTION FOR MERCHANT).
a. Requesting a Reconciliation Review. The Estimated Remittance Amount is intended to represent the Specified Percentage of
Merchant’s daily or weekly Future Receipts. Either Purchaser or Merchant may give written notice to the other party requesting a
reconciliation to determine whether Purchaser received an amount greater or less than the Purchased Percentage of Merchant’s
Future Receipts. Any written request made by Merchant to Purchaser under this Section shall be sent to VOX Funding, 14 E. 44th
Street, 4th Floor, New York, NY 10017 or at reconciliations@voxfunding.com. Each reconciliation review period is limited to
Merchant’s Future Receipts for the calendar month immediately preceding the request. Notice of the reconciliation request must be
given by the last calendar day of the month following the calendar month for which the request is being made. Merchant shall either
provide Purchaser with online access to its Bank Account or, at Purchaser’s request, provide bank statements showing the activity
related to the Bank Account within ten (10) days after any request. Merchant also hereby authorizes Purchaser to obtain any bank
statement directly from the Merchant’s Bank.
b. Adjusting the Estimated Remittance Amount. Upon reasonable verification of Merchant’s actual Future Receipts for the month
under review, Purchaser shall adjust the Estimated Remittance Amount on a going-forward basis to more closely reflect the
Merchant’s actual Future Receipts times the Specified Percentage. If the Estimated Remittance Amount will increase, Purchaser
will give Merchant notice five days prior to any such adjustment. After each adjustment made pursuant to this Section, the new
dollar amount shall be deemed the Estimated Remittance Amount until any subsequent adjustment.
3. Method of Remittance. Merchant hereby agrees to deliver the Amount Sold to Purchaser as (i) the Estimated Remittance Amount (based on
the Specified Percentage) of Future Receipts by Purchaser periodically debiting the Estimated Remittance Amount from Merchant’s Account
via ACH transaction (a “Direct Debit”); (ii) as the Specified Percentage of each day’s Payment Card Receipts directly from Merchant's card
processor (a “Payment Card Split”); or (iii) the Estimated Remittance Amount (based on the Specified Percentage) of Future Receipts directly
through a Lockbox arrangement (a “Lockbox”). Purchaser may, in its sole discretion select the method by which it will accept remittance
of the Amount Sold and, upon written notice to Merchant, change the method by which it will accept remittance of the Amount Sold,
and provide Merchant with updated remittance instructions. The following details each remittance type:
a. Direct Debit. If Purchaser chooses to receive the remittance of the Amount Sold via a periodic Direct Debit of the Estimated Remittance
Amount (based on the Specified Percentage) then Merchant agrees as follows:
1. Bank Account. Merchant shall deposit all of Merchant's Future Receipts into a bank account approved by Purchaser (the
"Account").
2. Automated Clearinghouse for Estimated Remittance Amount. Merchant hereby authorizes Purchaser and its agents to initiate
Automated Clearinghouse ("ACH") payments equal to the Estimated Remittance Amount until Purchaser has received Future
Receipts equal to the Amount Sold.
3. Merchant to Maintain the Account. Merchant will be held responsible for any fees incurred by Purchaser resulting from a
rejected ACH attempt or an Event of Default.
4. Overdraft or Rejected Transactions the Responsibility of Merchant. The Purchaser is not responsible for any overdrafts.
5. ACH authorization. The Merchant shall provide all necessary ACH authorizations to the Purchaser as set forth in Appendix A to
this Agreement.
6. Change in Remittance Frequency. If the Remittance Frequency is weekly or bi-weekly, Purchaser may change the Remittance
Frequency to daily if Merchant’s weekly or bi-weekly remittance is rejected for insufficient funds two or more times during the
course of this Agreement.
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b. Payment Card Split. If Purchaser chooses to accept the remittance of the Specified Percentage of the Amount Sold through a Payment
Card Split, Merchant will enter into an agreement with a card processor ("Processor") acceptable to Purchaser, and authorize Processor to
pay the Specified Percentage directly to Purchaser until Purchaser receives the total Amount Sold. Merchant acknowledges that
Processor will be acting on behalf of Purchaser to collect the Specified Percentage. Merchant irrevocably grants Processor the right to
hold the Specified Percentage and to pay Purchaser directly (at, before or after the time Processor credits or remits to Merchant the
balance of the receipts not sold by Merchant to Purchaser) until Purchaser receives the entire Amount Sold. Processor may provide
Purchaser with all information Purchaser deems pertinent. Merchant agrees to hold Purchaser harmless for the Processor's actions or
omissions.
c. Lockbox. If Purchaser chooses to accept the remittance through a Lockbox, Purchaser is authorized by Merchant to receive remittance
from the Lockbox. Merchant agrees to deposit all Future Receipts into the Lockbox and shall instruct Merchant’s Processor to deposit all
receipts directly into the Lockbox. This Authorization shall continue until the Purchaser has received an amount equal to the Amount
Sold.
4. Sale of Additional Future Receipts. Purchaser and Merchant may agree to additional sale of Future Receipts (each, an “Additional Sale”).
For each Additional Sale, Purchaser and Merchant will determine: (a) the amount of additional Future Receipts (the “Additional Amount
Sold”), (b) the purchase price for such Additional Amount Sold (the “Additional Purchase Price”), and (c) an adjustment to the Estimated
Remittance Amount to reflect a Specified Percentage of the Merchant’s Future Receipts based on the sum of the Initial Amount Sold and each
Additional Amount Sold. Purchaser and Merchant agree that each Additional Sale may be documented and signed in electronic form and shall
be deemed to have occurred immediately upon Purchaser’s payment of the Additional Purchase Price. Merchant is under no obligation to sell
and Purchaser is under no obligation to buy any additional Future Receipts. Purchaser and Merchant will conduct an Additional Sale only if the
terms of the Additional Sale are acceptable to each party. If this Agreement includes an Additional Sale the terns of the Additional Purchase
Offer are set forth in Appendix B to this Agreement.
5. Purchase of Future Receipts from Affiliated Merchants. If there is more than one Merchant identified in this Agreement then the term
“Merchant” includes all identified Merchants and the Amount Sold means the aggregate amount of Future Receipts sold to Purchaser from such
Merchants (“Aggregate Future Receipts”). The Specified Percentage will be calculated using the Aggregate Future Receipts, without regard to
the actual Future Receipts of any individual Merchant. Purchaser is authorized to obtain the full amount of Aggregate Future Receipts from any
bank account owned or controlled by any Merchant.
6. Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”: (a) Merchant intentionally interferes
with Purchaser’s right to collect the Specified Percentage; (b) Merchant violates any term, representation, warranty or covenant in this
Agreement; (c) Merchant uses multiple Payment Card processors without the prior written consent of Purchaser; (d) Merchant changes its
Payment Card processor without the prior written consent of Purchaser; or (e) Merchant defaults under any other agreement with Purchaser, or
breaches any of the terms, covenants and conditions of any other agreement with Purchaser.
7. Timing, Payment of Purchase Price, Processing Trial. Purchaser shall pay the Purchase Price or any portion thereof to Merchant only at a
time, and through a method, acceptable to Purchaser and at Purchaser's sole discretion. Purchaser, in its sole discretion, may refuse to pay the
Purchase Price or any portion thereof to Merchant and cancel this Agreement at any time prior to the Purchase Price being paid. Prior to paying
the Purchase Price, to the extent that Purchaser chooses to receive its Amount Sold pursuant to a Payment Card Split, as described above,
Purchaser may conduct a site inspection and shall conduct a processing trial (the "Processing Trial") to determine whether the Specified
Percentage will be correctly processed and/or reported by Merchant's card processor or bank to Purchaser. In the event Purchaser elects to
conduct a Processing Trial, Merchant acknowledges and agrees that Purchaser will make its final decision, in its sole and absolute discretion,
whether to purchase the Future Receipts after completion of the Processing Trial. If Purchaser conducts a Processing Trial and determines not
to purchase the Future Receipts, any receipts remitted to Purchaser during the Processing Trial shall be returned to Merchant.
8. Application of Amounts Received by Purchaser. Purchaser reserves the right to apply amounts received by it under this Agreement to any
fees or other charges due to Purchaser from Merchant prior to applying such amounts to reduce the amount of any outstanding Amount Sold.
9. Waiver. There shall be effected no waiver by failure on the part of Purchaser to exercise, or delay in exercising, any right under this
Agreement, nor shall any single or partial exercise by Purchaser of any right under this Agreement preclude any other future exercise of any
right. Subject to arbitration as provided in Section 31 of this Agreement, the remedies provided hereunder are cumulative and not exclusive of
any remedies provided by law or equity.
10. Acknowledgment of Security Interest and Security Agreement. The Future Receipts sold by Merchant to Purchaser pursuant to this
Agreement are “accounts” or “payment intangibles” as those terms are defined in the Uniform Commercial Code as in effect in the state in
which the Merchant is located (the “UCC”) and such sale shall constitute and shall be construed and treated for all purposes as a true and
complete sale, conveying good title to the Future Receipts free and clear of any liens and encumbrances, from Merchant to Purchaser. To the
extent the Future Receipts are “accounts” or “payment intangibles” then (i) the sale of the Future Receipts creates a security interest as defined
in the UCC; (ii) this Agreement constitutes a “security agreement” under the UCC; and (iii) Purchaser has all the rights of a secured party under
the UCC with respect to such Future Receipts. Merchant further agrees that, with or without an Event of Default, Purchaser may notify account
debtors, or other persons obligated on the Future Receipts or holding the Future Receipts of Merchant’s sale of the Future Receipts and may
instruct them to make payment or otherwise render performance to or for the benefit of Purchaser. Merchant hereby grants Purchaser a security
interest in, and authorizes Purchaser to file a UCC financing statement covering, all of Merchant’s present and future accounts, chattel paper,
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deposit accounts, documents, personal property, assets and fixtures, general intangibles, instruments, equipment, inventory wherever located,
and proceeds now or hereafter owned or acquired by Merchant.
11. Authorization to File Notice of Sale and Security Interest. Merchant hereby authorizes Purchaser to file one or more financing statements
pursuant to the Uniform Commercial Code (UCC) to evidence and perfect Purchaser’s security interest and any continuation statements or
amendments thereto. The UCC financing statement may state that the sale of the Future Receipts is intended to be a sale and not an assignment
for security and that the Merchant is prohibited from obtaining any financing that impairs the value of the Future Receipts or Purchaser’s right
to collect same. Merchant authorizes Processor to remit to Purchaser all costs incurred by Purchaser associated with the filing, amendment or
termination of any UCC filings.
12. Power of Attorney. Merchant irrevocably appoints Purchaser 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 Purchaser from any third party or an Event of Default, including, without limitation
(i) to obtain and adjust insurance, (ii) to collect monies due or to become due under or in respect of any of the Collateral; (iii) to receive,
endorse and collect any checks, notes, drafts, instruments, documents or chattel paper in connection with clause (i) or (ii) above; (iv) to sign
Merchant's name on any invoice, bill of lading or assignment directing customers or account debtors to make payment directly to Purchaser;
and (v) to file any claims or take any action or institute any proceeding which Purchaser may deem necessary for the collection of any of the
undelivered Amount Sold, or otherwise to enforce its rights with respect to the delivery of the Amount Sold.
13. Broker Fees, Damages, and Purchaser's Risk. PURCHASER DOES NOT CHARGE ANY BROKER FEES. If Merchant is charged such a
fee, it is not being charged by Purchaser or an agent of Purchaser. Additionally, because this is not a loan, Purchaser does not charge any
interest, finance charges, points, late fees or similar fees (except as permitted by applicable law in connection with civil judgments). Purchaser
is purchasing the Future Receipts at a discount. Because the transaction evidenced by this Agreement is not a loan, there are no specific
scheduled payments and no repayment term. If Merchant's business slows down and Merchant's Future Receipts decrease or if Merchant closes
its business or ceases to process Payment Cards and Merchant has not violated any of the representations, warranties and covenants provided in
Section 16 below, there shall be no default of this Agreement. Purchaser assumes the risk that Merchant's business may fail or be adversely
affected by conditions outside the control of Merchant provided Merchant has not breached a representation, warranty or covenant set forth in
Section 16 below.
14. Right to Cancel. Merchant may cancel this transaction at any time prior to midnight of the fifth day after Purchaser forwards the Disbursement
Amount to Merchant. In order to cancel the transaction, Merchant must provide notice to Purchaser and return the full Disbursement Amount to
Purchaser within five days of receipt of the Disbursement Amount. Purchaser shall retain the Processing Fee, but Merchant shall not be
responsible for any other costs if this Agreement is cancelled pursuant to this Section.
15. Right of Access. In order to ensure that Merchant is complying with the terms of this Agreement, Purchaser shall have the right to (i) enter,
without notice, the premises of Merchant’s business for the purpose of inspecting and checking Merchant’s transaction processing terminals to
ensure the terminals are properly programmed to submit and or batch Merchant’s daily receipts to the Processor and to ensure that Merchant has
not violated any other provision of this Agreement, and (ii) Merchant shall provide reasonable access to its employees and records and all other
items as requested by Purchaser, and (iii) Merchant shall provide information about its business operations, banking relationships, vendors,
landlord and other information to allow Purchaser to interview any relevant parties.
16. Merchant's Representations, Warranties and Covenants. Merchant represents, warrants and covenants that as of the date of this Agreement
and unless expressly stated otherwise during the course of this Agreement: (i) the Future Receipts are not subject to any claims, charges, liens,
restrictions, encumbrances or security interests of any nature whatsoever unless otherwise disclosed to Purchaser in writing prior to payment of
the Disbursement Amount to Merchant; (ii) Merchant will not sell the Future Receipts to another person or entity; (iii) Merchant will not conduct
business under any name other than as disclosed herein, shall not change its business location without the prior written consent of Purchaser, and
shall not temporarily close its business for renovations or other purposes unless required by local ordinance or other legal order, such as from a
health or fire inspector, or if otherwise forced to do so by circumstances outside of the control of Merchant; (iv) Merchant will not voluntarily
sell, dispose, transfer or otherwise convey all or substantially all of its business or assets without the express prior written consent of Purchaser,
and the written agreement of any purchaser or transferee assuming all of Merchant’s obligations under this Agreement pursuant to documentation
satisfactory to Purchaser; (v) Merchant will not change or add Payment Card processors or change the Account without the prior written approval
of Purchaser; (vi) Merchant will not take any action to intentionally discourage the use of Payment Cards; (vii) Merchant will not undertake any
transaction involving the sale of Merchant, either by an issuance, sale or transfer of ownership interests in Merchant that results in a change in
ownership or voting control of Merchant, or by a sale or transfer of substantially all of the assets of Merchant; (viii) Merchant will not voluntarily
permit another person or company, including without limitation a franchisor company (if Merchant is franchisee), to assume or take over the
operation and/or control of the Merchant's business or business locations; (ix) as of the date of this Agreement Merchant is not currently
contemplating the filing of a bankruptcy proceeding or closing Merchant's business and as of the date of this Agreement Merchant has not
retained any attorney, other consultant or professional to provide any advice, assistance or planning with respect to the filing of a bankruptcy; (x)
all information provided by Merchant to Purchaser in this Agreement, application, interview with Purchaser or otherwise, and all of Merchant's
financial statements and other financial documents provided to Purchaser are true and correct and accurately reflect Merchant's financial
condition and results of operations; (xi) Merchant will be truthful in all future statements to Purchaser and will provide Purchaser with accurate
and complete information regarding Merchant’s business as required by this Agreement; (xii) Merchant will possess and maintain insurance in
such amounts and against such risks as are customary and necessary to protect its business and shall show proof of such insurance upon demand;
(xiii) Merchant has all permits, licenses, approvals, consents and authorizations necessary to conduct its business and will promptly pay all
necessary taxes, including but not limited to employment and sales and use taxes; (xiv) Merchant and the person(s) signing this Agreement on
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behalf of Merchant have full power and authority to enter into and perform the obligations under this Agreement; (xv) Merchant will provide
Purchaser copies of and/or electronic access to all documents related to Merchant's card processing activity or financial, banking, or tax affairs
within five (5) days of a request by Purchaser; (xvi) Merchant will not take any action to cause the Future Receipts to be settled or delivered to
any bank account other than the bank account that the Future Receipts are being settled or delivered to as of the date of this Agreement and in
accordance with the terms of this Agreement; (xvii) Merchant will not enter into any financing agreement wherein and whereby the repayment
terms of the agreement require Merchant to make daily or weekly payments (NO "STACKING") and Purchaser may share information regarding
this Agreement with any third party in order to determine whether Merchant is in compliance with this provision; (xviii) Merchant’s execution
and performance of this Agreement will not conflict with any other agreement, obligation, promise, court order, administrative order or decree,
law or regulation to which Merchant is subject, including any agreement that prohibits the sale or pledge of Merchant’s Future Receipts; (xix)
Merchant will conduct its business consistent with past practice and shall not take any action that would have an adverse effect on the use,
acceptance, or authorization of any Payment Card for the purchase of Merchant’s products or services; (xx) Merchant has not, will not and is not
contemplating retaining/paying in any way a third-party debt consolidator, nor has the Purchaser consulted with nor will the Purchaser retain a
third-party debt consolidator in contemplation of negotiating a change to the terms and conditions of this Agreement; (xxi) Merchant will not
voluntarily block Purchaser from receiving/requesting ACH remittances from Merchant's Account; (xxii) Merchant is a sophisticated business
entity familiar with the kind of transaction covered by the Agreement, and was represented by counsel or had full opportunity to consult with
counsel; and (xxiii) as of the date of this Agreement Merchant has disclosed any condition that has resulted in or would result in a material
adverse change to Merchant's business and currently knows of no condition that is likely to result in a material adverse change to its business.
Merchant will notify Purchaser immediately if any of the above representations, warranties, or covenants become false or inaccurate.
17. Telephone Monitoring, Recording and Contacts. Purchaser may choose to monitor and/or record telephone calls with Merchant and its
Owners, employees or agents. These calls are monitored and/or recorded solely for evaluation by supervisors, training, monitoring for compliance
purposes, collections, and quality control. By signing this Agreement, Merchant agrees that any call between Purchaser and Merchant or a
representative of Merchant may be monitored and/or recorded for these purposes. Merchant further agrees that: (i) it has an established business
relationship with Purchaser and may be contacted from time to time regarding transactions with Purchaser by telephone, text message or email;
(ii) such contacts are not considered unsolicited or inconvenient; and (iii) any such contact may be made using any wireless, mobile cellular or
other number Merchant or its representative gave Purchaser, using any e-mail address Merchant or its representative gave Purchaser, or using an
automated dialing and announcing or similar device, unless prohibited by law. This authorization is binding upon Merchant upon signing this
Agreement and shall not be deemed withdrawn or revoked should Purchaser determine not to purchase the Future Receipts from Merchant.
Merchant authorizes Purchaser, its affiliates, agents and independent contractors to contact Merchant at any telephone number Merchant provides
to Purchaser or from which Merchant places a call to Purchaser, or any telephone number where Purchaser believes it may reach Merchant, using
any means of communication, including but not limited to calls or text messages to mobile, cellular, wireless or similar devices or calls or text
messages using an automated telephone dialing system and/or artificial voices or prerecorded messages, even if Merchant incurs charges for
receiving such communications. Merchant also agrees that Purchaser, its affiliates, agents and independent contractors, may use any other
medium not prohibited by law including, but not limited to, mail, e-mail and facsimile, to contact Merchant. Merchant expressly consents to
conduct business by electronic means.
18. Remedies. Upon an Event of Default, the Specified Percentage shall equal 100% of all Future Receipts and Purchaser shall be entitled to all
remedies available under law, subject to arbitration as provided in Section 31 of this Agreement. In any action for damages, Purchaser shall be
entitled to damages equal to the undelivered portion of the Amount Sold plus all fees and charges (including legal fees) assessed under this
Agreement. Merchant and the individuals signing this Agreement hereby agree that upon an Event of Default, Purchaser may electronically
debit from any of Merchant’s bank accounts via ACH or otherwise, or may instruct Merchant's processor to forward to Purchaser, all or any
portion of the sums due to Purchaser.
19. Attorney’s Fees and Costs. Upon an Event of Default, Purchaser shall be entitled to recover from Merchant and Guarantors all costs of
collection, including reasonable attorney's fees and third-party collection costs.
20. Publicity. Merchant hereby authorizes Purchaser to use its name in listings of clients and in advertising and marketing materials.
21. Reporting and Other Authorizations. By signing this Agreement, Merchant and any individual Owner signing below authorizes Purchaser,
its agents and representatives, and any credit reporting agency engaged by Purchaser (i) to investigate any references given or any other
statements or data obtained from or about Merchant and any of its Owners for the purpose of this Agreement, (ii) to obtain a consumer or
business credit report or any background report on the Merchant and any individual that signs this Agreement deemed necessary by Purchaser
for purposes of deciding whether to approve the purchase of the Amount Sold or for any update, renewal, or for evaluating the qualification of
Merchant for other products of Purchaser or Affiliated Entities and for any other lawful purpose; and (iii) to contact personal and business
references provided by the Merchant in the any application, at any time now or for so long as Merchant continues to have any obligation owed
to Purchaser as a consequence of this Agreement or for Purchaser's ability to determine Merchant's eligibility to enter into any future
agreement with Purchaser. The report Purchaser obtains may include, but is not limited to, the business' or individuals' credit history or similar
characteristics, employment and education verifications, social security verification, cr
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FILED: NASSAU COUNTY CLERK 11/08/2023 03:16 AM INDEX NO. 615147/2023 NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 11/08/2023 EXHIBIT A FILED: NASSAU COUNTY INDEX NO. 615147/2023 CLERK 11/08/2023 03:16 AM NYSCEF DOC. NO. 11 Id: 0066T0000180f68QAA RECEIVED NYSCEF: 11/08/2023 support@voxfunding.com 1-800-614-8799 FUTURE RECEIPTS SALE AGREEMENT 8/26/2022 This FUTURE RECEIPTS SALE AGREEMENT ("Agreement") ") dated , is made by and between Vox Funding LLC, a Delaware limited liability company ("Purchaser"), Merchant (Merchant Information below), and the Guarantor(s)/Owner(s), as identified in the Owner/Guarantor Information below. Merchant Information Legal Name: Regency Conversions Inc DBA: Regency RV Entity Type: Corporation FEIN: 81-1701450 State of Incorporation: Texas Bank Name: First Financial Bank, N.a. Address: 4706 Lone Star Boulevard, Fort Worth, TX, 76106 Phone: 817-847-7974 Owner/Guarantor Information (referred to individually or collectively as the “Owner”) Owner 1/Guarantor 1 Full Name: Donald Emahiser Cell Phone: 574-584-4360 Social Security #: 273-84-2075 Home Address: 406 North Front Street City/State: Syracuse, IN Zip Code: 46567 Ownership %: 100.00% Email: demahiser@regencyrv.com DOB: 1970-05-12 Owner 2/Guarantor 2 Full Name: Cell Phone: Social Security #: Home Address: City/State: Zip Code: Ownership %: Email: DOB: Purchase Detail Amount Sold $ 1,130,250.00 The dollar value of the Future Receipts The risk adjustment to the Amount Sold that determines the Future Receipts Discount Factor 1.370 Discount Future Receipt Discount $ 305,250.00 The difference in value between the Purchase Price and the Amount Sold Specified Percentage 7.000% Percentage of Future Receipts to be remitted to Purchaser Future Receipts Expected Per Month based on analysis of Merchant's business and Estimated Average Monthly Receipts $ 1,700,000.00 attestation from Merchant Purchase Price $ 825,000.00 The dollar amount Purchaser is paying for the Amount Sold Processing Fee $ 24,750.00 The dollar amount to be deducted from Purchase Price Direct Payment to Vox Funding $ 489,285.62 Amount paid on existing Vox Funding agreements and fees Direct Payments to Third Parties $ 0.0 Amount on third party agreements Wire Transaction Fee $ 50.00 The cost to wire funds to Merchant and/or third parties Disbursement Amount to Merchant $ 310,856.88 Net of fees, discount, and direct payments Remittance can occur via ACH, Bank Transfer, Bank Wire, Payment Card, or Remittance Choice ACH Lockbox [Daily (Each “Business Day” Monday through Friday excluding Federal Reserve Remittance Frequency Weekly holidays)] or [Weekly] Expected term of this Agreement based on the Specified Percentage (this is only an Expected Remittance Term 46 estimate) Remittance Transaction Fee $ 57.50 Transaction fee for ACH Remittance Estimated Remittance Amount of Future Receipts to be collected according to the Estimated Remittance Amount $ 24,570.66 Remittance Frequency Note: The terms in the table above shall constitute defined terms with respect to this Agreement. As explained in more detail in the Terms and Conditions stated hereinafter, Merchant will be in default of this Agreement if Merchant does or causes to be done any of the following during the course of this Agreement (see below Section 6 for a list of additional Events of Default): x Change or close Merchant's bank account Vox Funding LLC - Vox Agreement 1.8 Merchant Initials: ___________________________ Page | 1 FILED: NASSAU COUNTY INDEX NO. 615147/2023 CLERK 11/08/2023 03:16 AM NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 11/08/2023 x Change (or add) Payment Card processors x Block Purchaser’s ACH access to Merchant's bank account x Sell Merchant's business prior to full remittance of Amount Sold of Future Receipts above without prior written consent from Purchaser x Retain a third-party debt consolidator to negotiate a change to the terms and conditions of this Agreement x Fail to provide Purchaser copies of and/or electronic access to all documents related to Merchant's card processing activity or financial, banking, or tax affairs within ten (10) days of a request by Purchaser x Sell Merchant’s Future Receipts to another person or entity DISCOUNTS, FEES, AND DAMAGES. The following terms are additional costs, fees, or damages that may be incurred in connection with this Agreement upon certain circumstances, as set forth below: a. Processing Fee. Merchant agrees to pay Purchaser the Processing Fee listed on the first page of this Agreement. Purchaser will deduct the amount of the Processing Fee from the Purchase Price that is to be paid to Merchant. b. Wire Transaction Fee. Merchant may request to receive payment of the Purchase Price to Merchant or to third parties by wire transfer. Purchaser shall have sole discretion in determining whether it will pay the Purchase Price by wire transfer. In the event Purchaser pays the Purchase Price by wire transfer, Merchant agrees to pay Purchaser a fee of $50.00 for each wire transfer, which covers the administrative, technological and banking costs for paying the Purchase Price by wire transfer. Purchaser will deduct the amount of the Wire Transaction Fee from the Purchase Price that is to be paid to Merchant. c. Bank Account Change Fee. For each change of account requested, Merchant agrees to pay Purchaser a fee of $50.00, which covers the administrative, technological and other costs for changing the Account. The Account may only be changed to another business checking account in the name of the Merchant. d. Returned Item Fee. To the extent not prohibited by applicable law, Merchant agrees to pay Purchaser promptly upon demand a returned item fee of $50.00 (a “Returned Item Fee”) if an electronic debit is returned unpaid or cannot be processed or a check, draft or similar instrument issued by Merchant or any individual that signs this Agreement is not honored or cannot be processed (either of which is a “Returned Item Event”). Merchant and any individual that signs this Agreement authorize Purchaser to resubmit returned payments in its discretion. At Purchaser’s option, Purchaser will assess this fee any time a payment is not honored or paid, even if it is later honored or paid following resubmission. Any check, draft or similar instrument may be collected electronically if returned for insufficient or uncollected funds. If Merchant is not generating sufficient receipts to satisfy the Remittance Amount, Merchant has the obligation to request an adjustment to the Remittance Amount rather than incurring repeated Returned Item Fees. e. UCC Filing and Release Fee. Merchant agrees to pay Purchaser $150.00 upon request from Purchaser for fees associated with filing and releasing any UCCs against Merchant in accordance with this Agreement. f. Blocked Account Damages. If Merchant puts a block on the Approved Account or takes any intentional action that would prevent Purchaser from debiting the Approved Account as permitted by the Agreement, which action will constitute Merchant’s default of the Agreement, Merchant agrees to pay Purchaser promptly on demand $1,000 as liquidated damages. The parties agree that these damages are a good faith estimate of the damages caused by such a default of the Agreement, including the increased resources required to be expended by Purchaser to respond to the default, the increased cost of funds to Purchaser caused by the failure to receive expected funds, the risk to Purchaser’s ability to request ACH payments through the NACHA system caused by initiating rejected ACHs, and other damages and expenses caused by the default. g. Stacking Damages. Merchant agrees to pay Purchaser promptly on demand $1,000 as liquidated damages if, subsequent to entering this Agreement, Merchant sells any Future Receipts to, or obtains a loan or other financing secured by any Future Receipts from, any other person or entity (“Stacking”) without Purchaser’s prior written consent before (i) Purchaser collects the entire Amount Sold or (ii) three years have passed since the date of this Agreement, whichever occurs first, which action will constitute Merchant’s default of this Agreement. The parties agree that these damages are a good faith estimate of the damages caused by this default of the Agreement including the increased resources required to be expended by Purchaser to respond to the default, the increased risk to Purchaser caused by the Stacking, and other damages and expenses caused by the default. h. Default Damages. In the event of a default of this Agreement, if such default is not cured within five days of its first occurrence, Merchant agrees to pay Purchaser promptly on demand: a. For advances in original amount of $10,000 or less, a default fee of the greater of $2,500 or 10% of the undelivered Amount Sold; or b. For advances in original amount of greater than $10,000, a default fee of the greater of $5,000 or 10% of the undelivered Amount Sold. This amount will be added to the total amount to be remitted by the Merchant, effectively providing a default-based discount to the Purchaser. The parties agree that these damages are a good faith estimate of the damages caused by a default of the Agreement, including the increased resources required to be expended by Purchaser to respond to the default, as well as other damages and expenses caused by the default. TERMS AND CONDITIONS IN ADDITION TO THE ABOVE TERMS: 1. Nonrecourse Sale of Future Receipts (THIS IS NOT A LOAN). In consideration of the payment of the Purchase Price specified above, Merchant hereby sells, assigns, and transfers to Purchaser, without recourse, the Amount Sold and will deliver the Specified Percentage of the proceeds of each future sale made by Seller (collectively “Future Receipts”) in accordance with this Agreement. “Future Receipts” includes all Vox Funding LLC - Vox Agreement 1.8 Merchant Initials: ___________________________ Page | 2 FILED: NASSAU COUNTY INDEX NO. 615147/2023 CLERK 11/08/2023 03:16 AM NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 11/08/2023 payments made by cash, check, ACH or other electronic transfer, credit card, debit card, bank card, charge card (each such card shall be referred to herein as a “Payment Card”) or other form of monetary payment in the ordinary course of Seller’s business. Merchant agrees to remit to Purchaser in accordance with the terms of this Agreement the Specified Percentage of the Future Receipts until the Amount Sold has been forwarded to Purchaser. Purchaser purchases the Future Receipts free and clear of all claims, liens or encumbrances of any kind whatsoever. Merchant agrees that this Agreement applies to Merchant's entire right, title and interest in the Future Receipts up to the Amount Sold. The terms and conditions of this Agreement shall remain in full force and effect until the Amount Sold has been delivered to Purchaser subject to the terms of this Agreement. Merchant and Purchaser agree that this sale and purchase is final and Merchant has no right to repurchase or resell the Future Receipts or any portion thereof. Merchant, any individual signing this Agreement as a Guarantor/Owner and Purchaser (each individually referred to herein as "Party" and collectively referred to herein as "Parties") agree that the Purchase Price paid to Merchant is the price paid to purchase Merchant's Future Receipts and that the transaction contemplated by this Agreement is a purchase and sale of the Future Receipts. The Parties hereby agree that the transaction contemplated by this Agreement is not a loan, a forbearance of money lent or any similar loan or lending transaction. Merchant understands, agrees and represents that this transaction is made for business or commercial purposes only. Merchant agrees that it will treat the Purchase Price and Amount Sold in a manner consistent with a sale in its accounting records and tax returns. Merchant agrees that Purchaser is entitled to audit Merchant’s accounting records upon reasonable notice in order to verify compliance. Merchant waives any rights of privacy, confidentiality or taxpayer privilege in any such litigation or arbitration in which Merchant asserts that this transaction is anything other than a sale of Future Receipts. 2. Changes to the Estimated Remittance Amount (IMPORTANT PROTECTION FOR MERCHANT). a. Requesting a Reconciliation Review. The Estimated Remittance Amount is intended to represent the Specified Percentage of Merchant’s daily or weekly Future Receipts. Either Purchaser or Merchant may give written notice to the other party requesting a reconciliation to determine whether Purchaser received an amount greater or less than the Purchased Percentage of Merchant’s Future Receipts. Any written request made by Merchant to Purchaser under this Section shall be sent to VOX Funding, 14 E. 44th Street, 4th Floor, New York, NY 10017 or at reconciliations@voxfunding.com. Each reconciliation review period is limited to Merchant’s Future Receipts for the calendar month immediately preceding the request. Notice of the reconciliation request must be given by the last calendar day of the month following the calendar month for which the request is being made. Merchant shall either provide Purchaser with online access to its Bank Account or, at Purchaser’s request, provide bank statements showing the activity related to the Bank Account within ten (10) days after any request. Merchant also hereby authorizes Purchaser to obtain any bank statement directly from the Merchant’s Bank. b. Adjusting the Estimated Remittance Amount. Upon reasonable verification of Merchant’s actual Future Receipts for the month under review, Purchaser shall adjust the Estimated Remittance Amount on a going-forward basis to more closely reflect the Merchant’s actual Future Receipts times the Specified Percentage. If the Estimated Remittance Amount will increase, Purchaser will give Merchant notice five days prior to any such adjustment. After each adjustment made pursuant to this Section, the new dollar amount shall be deemed the Estimated Remittance Amount until any subsequent adjustment. 3. Method of Remittance. Merchant hereby agrees to deliver the Amount Sold to Purchaser as (i) the Estimated Remittance Amount (based on the Specified Percentage) of Future Receipts by Purchaser periodically debiting the Estimated Remittance Amount from Merchant’s Account via ACH transaction (a “Direct Debit”); (ii) as the Specified Percentage of each day’s Payment Card Receipts directly from Merchant's card processor (a “Payment Card Split”); or (iii) the Estimated Remittance Amount (based on the Specified Percentage) of Future Receipts directly through a Lockbox arrangement (a “Lockbox”). Purchaser may, in its sole discretion select the method by which it will accept remittance of the Amount Sold and, upon written notice to Merchant, change the method by which it will accept remittance of the Amount Sold, and provide Merchant with updated remittance instructions. The following details each remittance type: a. Direct Debit. If Purchaser chooses to receive the remittance of the Amount Sold via a periodic Direct Debit of the Estimated Remittance Amount (based on the Specified Percentage) then Merchant agrees as follows: 1. Bank Account. Merchant shall deposit all of Merchant's Future Receipts into a bank account approved by Purchaser (the "Account"). 2. Automated Clearinghouse for Estimated Remittance Amount. Merchant hereby authorizes Purchaser and its agents to initiate Automated Clearinghouse ("ACH") payments equal to the Estimated Remittance Amount until Purchaser has received Future Receipts equal to the Amount Sold. 3. Merchant to Maintain the Account. Merchant will be held responsible for any fees incurred by Purchaser resulting from a rejected ACH attempt or an Event of Default. 4. Overdraft or Rejected Transactions the Responsibility of Merchant. The Purchaser is not responsible for any overdrafts. 5. ACH authorization. The Merchant shall provide all necessary ACH authorizations to the Purchaser as set forth in Appendix A to this Agreement. 6. Change in Remittance Frequency. If the Remittance Frequency is weekly or bi-weekly, Purchaser may change the Remittance Frequency to daily if Merchant’s weekly or bi-weekly remittance is rejected for insufficient funds two or more times during the course of this Agreement. Vox Funding LLC - Vox Agreement 1.8 Merchant Initials: ___________________________ Page | 3 FILED: NASSAU COUNTY INDEX NO. 615147/2023 CLERK 11/08/2023 03:16 AM NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 11/08/2023 b. Payment Card Split. If Purchaser chooses to accept the remittance of the Specified Percentage of the Amount Sold through a Payment Card Split, Merchant will enter into an agreement with a card processor ("Processor") acceptable to Purchaser, and authorize Processor to pay the Specified Percentage directly to Purchaser until Purchaser receives the total Amount Sold. Merchant acknowledges that Processor will be acting on behalf of Purchaser to collect the Specified Percentage. Merchant irrevocably grants Processor the right to hold the Specified Percentage and to pay Purchaser directly (at, before or after the time Processor credits or remits to Merchant the balance of the receipts not sold by Merchant to Purchaser) until Purchaser receives the entire Amount Sold. Processor may provide Purchaser with all information Purchaser deems pertinent. Merchant agrees to hold Purchaser harmless for the Processor's actions or omissions. c. Lockbox. If Purchaser chooses to accept the remittance through a Lockbox, Purchaser is authorized by Merchant to receive remittance from the Lockbox. Merchant agrees to deposit all Future Receipts into the Lockbox and shall instruct Merchant’s Processor to deposit all receipts directly into the Lockbox. This Authorization shall continue until the Purchaser has received an amount equal to the Amount Sold. 4. Sale of Additional Future Receipts. Purchaser and Merchant may agree to additional sale of Future Receipts (each, an “Additional Sale”). For each Additional Sale, Purchaser and Merchant will determine: (a) the amount of additional Future Receipts (the “Additional Amount Sold”), (b) the purchase price for such Additional Amount Sold (the “Additional Purchase Price”), and (c) an adjustment to the Estimated Remittance Amount to reflect a Specified Percentage of the Merchant’s Future Receipts based on the sum of the Initial Amount Sold and each Additional Amount Sold. Purchaser and Merchant agree that each Additional Sale may be documented and signed in electronic form and shall be deemed to have occurred immediately upon Purchaser’s payment of the Additional Purchase Price. Merchant is under no obligation to sell and Purchaser is under no obligation to buy any additional Future Receipts. Purchaser and Merchant will conduct an Additional Sale only if the terms of the Additional Sale are acceptable to each party. If this Agreement includes an Additional Sale the terns of the Additional Purchase Offer are set forth in Appendix B to this Agreement. 5. Purchase of Future Receipts from Affiliated Merchants. If there is more than one Merchant identified in this Agreement then the term “Merchant” includes all identified Merchants and the Amount Sold means the aggregate amount of Future Receipts sold to Purchaser from such Merchants (“Aggregate Future Receipts”). The Specified Percentage will be calculated using the Aggregate Future Receipts, without regard to the actual Future Receipts of any individual Merchant. Purchaser is authorized to obtain the full amount of Aggregate Future Receipts from any bank account owned or controlled by any Merchant. 6. Events of Default. The occurrence of any of the following events shall constitute an “Event of Default”: (a) Merchant intentionally interferes with Purchaser’s right to collect the Specified Percentage; (b) Merchant violates any term, representation, warranty or covenant in this Agreement; (c) Merchant uses multiple Payment Card processors without the prior written consent of Purchaser; (d) Merchant changes its Payment Card processor without the prior written consent of Purchaser; or (e) Merchant defaults under any other agreement with Purchaser, or breaches any of the terms, covenants and conditions of any other agreement with Purchaser. 7. Timing, Payment of Purchase Price, Processing Trial. Purchaser shall pay the Purchase Price or any portion thereof to Merchant only at a time, and through a method, acceptable to Purchaser and at Purchaser's sole discretion. Purchaser, in its sole discretion, may refuse to pay the Purchase Price or any portion thereof to Merchant and cancel this Agreement at any time prior to the Purchase Price being paid. Prior to paying the Purchase Price, to the extent that Purchaser chooses to receive its Amount Sold pursuant to a Payment Card Split, as described above, Purchaser may conduct a site inspection and shall conduct a processing trial (the "Processing Trial") to determine whether the Specified Percentage will be correctly processed and/or reported by Merchant's card processor or bank to Purchaser. In the event Purchaser elects to conduct a Processing Trial, Merchant acknowledges and agrees that Purchaser will make its final decision, in its sole and absolute discretion, whether to purchase the Future Receipts after completion of the Processing Trial. If Purchaser conducts a Processing Trial and determines not to purchase the Future Receipts, any receipts remitted to Purchaser during the Processing Trial shall be returned to Merchant. 8. Application of Amounts Received by Purchaser. Purchaser reserves the right to apply amounts received by it under this Agreement to any fees or other charges due to Purchaser from Merchant prior to applying such amounts to reduce the amount of any outstanding Amount Sold. 9. Waiver. There shall be effected no waiver by failure on the part of Purchaser to exercise, or delay in exercising, any right under this Agreement, nor shall any single or partial exercise by Purchaser of any right under this Agreement preclude any other future exercise of any right. Subject to arbitration as provided in Section 31 of this Agreement, the remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. 10. Acknowledgment of Security Interest and Security Agreement. The Future Receipts sold by Merchant to Purchaser pursuant to this Agreement are “accounts” or “payment intangibles” as those terms are defined in the Uniform Commercial Code as in effect in the state in which the Merchant is located (the “UCC”) and such sale shall constitute and shall be construed and treated for all purposes as a true and complete sale, conveying good title to the Future Receipts free and clear of any liens and encumbrances, from Merchant to Purchaser. To the extent the Future Receipts are “accounts” or “payment intangibles” then (i) the sale of the Future Receipts creates a security interest as defined in the UCC; (ii) this Agreement constitutes a “security agreement” under the UCC; and (iii) Purchaser has all the rights of a secured party under the UCC with respect to such Future Receipts. Merchant further agrees that, with or without an Event of Default, Purchaser may notify account debtors, or other persons obligated on the Future Receipts or holding the Future Receipts of Merchant’s sale of the Future Receipts and may instruct them to make payment or otherwise render performance to or for the benefit of Purchaser. Merchant hereby grants Purchaser a security interest in, and authorizes Purchaser to file a UCC financing statement covering, all of Merchant’s present and future accounts, chattel paper, Vox Funding LLC - Vox Agreement 1.8 Merchant Initials: ___________________________ Page | 4 FILED: NASSAU COUNTY INDEX NO. 615147/2023 CLERK 11/08/2023 03:16 AM NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 11/08/2023 deposit accounts, documents, personal property, assets and fixtures, general intangibles, instruments, equipment, inventory wherever located, and proceeds now or hereafter owned or acquired by Merchant. 11. Authorization to File Notice of Sale and Security Interest. Merchant hereby authorizes Purchaser to file one or more financing statements pursuant to the Uniform Commercial Code (UCC) to evidence and perfect Purchaser’s security interest and any continuation statements or amendments thereto. The UCC financing statement may state that the sale of the Future Receipts is intended to be a sale and not an assignment for security and that the Merchant is prohibited from obtaining any financing that impairs the value of the Future Receipts or Purchaser’s right to collect same. Merchant authorizes Processor to remit to Purchaser all costs incurred by Purchaser associated with the filing, amendment or termination of any UCC filings. 12. Power of Attorney. Merchant irrevocably appoints Purchaser 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 Purchaser from any third party or an Event of Default, including, without limitation (i) to obtain and adjust insurance, (ii) to collect monies due or to become due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, notes, drafts, instruments, documents or chattel paper in connection with clause (i) or (ii) above; (iv) to sign Merchant's name on any invoice, bill of lading or assignment directing customers or account debtors to make payment directly to Purchaser; and (v) to file any claims or take any action or institute any proceeding which Purchaser may deem necessary for the collection of any of the undelivered Amount Sold, or otherwise to enforce its rights with respect to the delivery of the Amount Sold. 13. Broker Fees, Damages, and Purchaser's Risk. PURCHASER DOES NOT CHARGE ANY BROKER FEES. If Merchant is charged such a fee, it is not being charged by Purchaser or an agent of Purchaser. Additionally, because this is not a loan, Purchaser does not charge any interest, finance charges, points, late fees or similar fees (except as permitted by applicable law in connection with civil judgments). Purchaser is purchasing the Future Receipts at a discount. Because the transaction evidenced by this Agreement is not a loan, there are no specific scheduled payments and no repayment term. If Merchant's business slows down and Merchant's Future Receipts decrease or if Merchant closes its business or ceases to process Payment Cards and Merchant has not violated any of the representations, warranties and covenants provided in Section 16 below, there shall be no default of this Agreement. Purchaser assumes the risk that Merchant's business may fail or be adversely affected by conditions outside the control of Merchant provided Merchant has not breached a representation, warranty or covenant set forth in Section 16 below. 14. Right to Cancel. Merchant may cancel this transaction at any time prior to midnight of the fifth day after Purchaser forwards the Disbursement Amount to Merchant. In order to cancel the transaction, Merchant must provide notice to Purchaser and return the full Disbursement Amount to Purchaser within five days of receipt of the Disbursement Amount. Purchaser shall retain the Processing Fee, but Merchant shall not be responsible for any other costs if this Agreement is cancelled pursuant to this Section. 15. Right of Access. In order to ensure that Merchant is complying with the terms of this Agreement, Purchaser shall have the right to (i) enter, without notice, the premises of Merchant’s business for the purpose of inspecting and checking Merchant’s transaction processing terminals to ensure the terminals are properly programmed to submit and or batch Merchant’s daily receipts to the Processor and to ensure that Merchant has not violated any other provision of this Agreement, and (ii) Merchant shall provide reasonable access to its employees and records and all other items as requested by Purchaser, and (iii) Merchant shall provide information about its business operations, banking relationships, vendors, landlord and other information to allow Purchaser to interview any relevant parties. 16. Merchant's Representations, Warranties and Covenants. Merchant represents, warrants and covenants that as of the date of this Agreement and unless expressly stated otherwise during the course of this Agreement: (i) the Future Receipts are not subject to any claims, charges, liens, restrictions, encumbrances or security interests of any nature whatsoever unless otherwise disclosed to Purchaser in writing prior to payment of the Disbursement Amount to Merchant; (ii) Merchant will not sell the Future Receipts to another person or entity; (iii) Merchant will not conduct business under any name other than as disclosed herein, shall not change its business location without the prior written consent of Purchaser, and shall not temporarily close its business for renovations or other purposes unless required by local ordinance or other legal order, such as from a health or fire inspector, or if otherwise forced to do so by circumstances outside of the control of Merchant; (iv) Merchant will not voluntarily sell, dispose, transfer or otherwise convey all or substantially all of its business or assets without the express prior written consent of Purchaser, and the written agreement of any purchaser or transferee assuming all of Merchant’s obligations under this Agreement pursuant to documentation satisfactory to Purchaser; (v) Merchant will not change or add Payment Card processors or change the Account without the prior written approval of Purchaser; (vi) Merchant will not take any action to intentionally discourage the use of Payment Cards; (vii) Merchant will not undertake any transaction involving the sale of Merchant, either by an issuance, sale or transfer of ownership interests in Merchant that results in a change in ownership or voting control of Merchant, or by a sale or transfer of substantially all of the assets of Merchant; (viii) Merchant will not voluntarily permit another person or company, including without limitation a franchisor company (if Merchant is franchisee), to assume or take over the operation and/or control of the Merchant's business or business locations; (ix) as of the date of this Agreement Merchant is not currently contemplating the filing of a bankruptcy proceeding or closing Merchant's business and as of the date of this Agreement Merchant has not retained any attorney, other consultant or professional to provide any advice, assistance or planning with respect to the filing of a bankruptcy; (x) all information provided by Merchant to Purchaser in this Agreement, application, interview with Purchaser or otherwise, and all of Merchant's financial statements and other financial documents provided to Purchaser are true and correct and accurately reflect Merchant's financial condition and results of operations; (xi) Merchant will be truthful in all future statements to Purchaser and will provide Purchaser with accurate and complete information regarding Merchant’s business as required by this Agreement; (xii) Merchant will possess and maintain insurance in such amounts and against such risks as are customary and necessary to protect its business and shall show proof of such insurance upon demand; (xiii) Merchant has all permits, licenses, approvals, consents and authorizations necessary to conduct its business and will promptly pay all necessary taxes, including but not limited to employment and sales and use taxes; (xiv) Merchant and the person(s) signing this Agreement on Vox Funding LLC - Vox Agreement 1.8 Merchant Initials: ___________________________ Page | 5 FILED: NASSAU COUNTY INDEX NO. 615147/2023 CLERK 11/08/2023 03:16 AM NYSCEF DOC. NO. 11 RECEIVED NYSCEF: 11/08/2023 behalf of Merchant have full power and authority to enter into and perform the obligations under this Agreement; (xv) Merchant will provide Purchaser copies of and/or electronic access to all documents related to Merchant's card processing activity or financial, banking, or tax affairs within five (5) days of a request by Purchaser; (xvi) Merchant will not take any action to cause the Future Receipts to be settled or delivered to any bank account other than the bank account that the Future Receipts are being settled or delivered to as of the date of this Agreement and in accordance with the terms of this Agreement; (xvii) Merchant will not enter into any financing agreement wherein and whereby the repayment terms of the agreement require Merchant to make daily or weekly payments (NO "STACKING") and Purchaser may share information regarding this Agreement with any third party in order to determine whether Merchant is in compliance with this provision; (xviii) Merchant’s execution and performance of this Agreement will not conflict with any other agreement, obligation, promise, court order, administrative order or decree, law or regulation to which Merchant is subject, including any agreement that prohibits the sale or pledge of Merchant’s Future Receipts; (xix) Merchant will conduct its business consistent with past practice and shall not take any action that would have an adverse effect on the use, acceptance, or authorization of any Payment Card for the purchase of Merchant’s products or services; (xx) Merchant has not, will not and is not contemplating retaining/paying in any way a third-party debt consolidator, nor has the Purchaser consulted with nor will the Purchaser retain a third-party debt consolidator in contemplation of negotiating a change to the terms and conditions of this Agreement; (xxi) Merchant will not voluntarily block Purchaser from receiving/requesting ACH remittances from Merchant's Account; (xxii) Merchant is a sophisticated business entity familiar with the kind of transaction covered by the Agreement, and was represented by counsel or had full opportunity to consult with counsel; and (xxiii) as of the date of this Agreement Merchant has disclosed any condition that has resulted in or would result in a material adverse change to Merchant's business and currently knows of no condition that is likely to result in a material adverse change to its business. Merchant will notify Purchaser immediately if any of the above representations, warranties, or covenants become false or inaccurate. 17. Telephone Monitoring, Recording and Contacts. Purchaser may choose to monitor and/or record telephone calls with Merchant and its Owners, employees or agents. These calls are monitored and/or recorded solely for evaluation by supervisors, training, monitoring for compliance purposes, collections, and quality control. By signing this Agreement, Merchant agrees that any call between Purchaser and Merchant or a representative of Merchant may be monitored and/or recorded for these purposes. Merchant further agrees that: (i) it has an established business relationship with Purchaser and may be contacted from time to time regarding transactions with Purchaser by telephone, text message or email; (ii) such contacts are not considered unsolicited or inconvenient; and (iii) any such contact may be made using any wireless, mobile cellular or other number Merchant or its representative gave Purchaser, using any e-mail address Merchant or its representative gave Purchaser, or using an automated dialing and announcing or similar device, unless prohibited by law. This authorization is binding upon Merchant upon signing this Agreement and shall not be deemed withdrawn or revoked should Purchaser determine not to purchase the Future Receipts from Merchant. Merchant authorizes Purchaser, its affiliates, agents and independent contractors to contact Merchant at any telephone number Merchant provides to Purchaser or from which Merchant places a call to Purchaser, or any telephone number where Purchaser believes it may reach Merchant, using any means of communication, including but not limited to calls or text messages to mobile, cellular, wireless or similar devices or calls or text messages using an automated telephone dialing system and/or artificial voices or prerecorded messages, even if Merchant incurs charges for receiving such communications. Merchant also agrees that Purchaser, its affiliates, agents and independent contractors, may use any other medium not prohibited by law including, but not limited to, mail, e-mail and facsimile, to contact Merchant. Merchant expressly consents to conduct business by electronic means. 18. Remedies. Upon an Event of Default, the Specified Percentage shall equal 100% of all Future Receipts and Purchaser shall be entitled to all remedies available under law, subject to arbitration as provided in Section 31 of this Agreement. In any action for damages, Purchaser shall be entitled to damages equal to the undelivered portion of the Amount Sold plus all fees and charges (including legal fees) assessed under this Agreement. Merchant and the individuals signing this Agreement hereby agree that upon an Event of Default, Purchaser may electronically debit from any of Merchant’s bank accounts via ACH or otherwise, or may instruct Merchant's processor to forward to Purchaser, all or any portion of the sums due to Purchaser. 19. Attorney’s Fees and Costs. Upon an Event of Default, Purchaser shall be entitled to recover from Merchant and Guarantors all costs of collection, including reasonable attorney's fees and third-party collection costs. 20. Publicity. Merchant hereby authorizes Purchaser to use its name in listings of clients and in advertising and marketing materials. 21. Reporting and Other Authorizations. By signing this Agreement, Merchant and any individual Owner signing below authorizes Purchaser, its agents and representatives, and any credit reporting agency engaged by Purchaser (i) to investigate any references given or any other statements or data obtained from or about Merchant and any of its Owners for the purpose of this Agreement, (ii) to obtain a consumer or business credit report or any background report on the Merchant and any individual that signs this Agreement deemed necessary by Purchaser for purposes of deciding whether to approve the purchase of the Amount Sold or for any update, renewal, or for evaluating the qualification of Merchant for other products of Purchaser or Affiliated Entities and for any other lawful purpose; and (iii) to contact personal and business references provided by the Merchant in the any application, at any time now or for so long as Merchant continues to have any obligation owed to Purchaser as a consequence of this Agreement or for Purchaser's ability to determine Merchant's eligibility to enter into any future agreement with Purchaser. The report Purchaser obtains may include, but is not limited to, the business' or individuals' credit history or similar characteristics, employment and education verifications, social security verification, cr