Legal Document: Cloudfund Llc v. Turf Pros L, Bryn D Brown

On September 26, 2023 a EXHIBIT(S) - A - Exhibit A Agreement was filed involving a dispute between Cloudfund Llc, and Bryn D Brown, Turf Pros L, for Commercial - Contract in the District Court of Nassau County.

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FILED: NASSAU COUNTY CLERK 11/13/2023 04:56 PM INDEX NO. 615553/2023
NYSCEF DOC. NO. 19 RECEIVED NYSCEF: 11/13/2023

EXHIBIT A
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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
CLOUDFUND LLC, Index No.

Plaintiff, SUMMONS

-against- Plaintiff’s Address:
400 Rella Blvd., Suite 165-101
TURF PROS LLC AND BRYN D BROWN, Suffern, New York 10901

Defendants.

TO THE ABOVE-NAMED DEFENDANTS:

YOU ARE HEREBY SUMMONED to answer the complaint in this action and to serve a
copy of your answer, or, if the complaint is not served with this summons, to serve a notice of
appearance, on the Plaintiff's attorneys within twenty (20) days after the service of this summons,
exclusive of the day of service (or within thirty (30) days after the service is complete if this
summons is not personally delivered to you within the State of New York); and in case of your
failure to appear or answer, judgment will be taken against you by default for the relief demanded in
the complaint.

Plaintiff designates NASSAU as the place of trial.

Dated: New York, New York
September 25, 2023
_______________________________
Boris Yankovich , Esq.
Attorney for Plaintiff,
CLOUDFUND LLC
1 World Trade Center, Suite 8500
New York, New York 10007
Phone: (786) 809-0204

Defendants’ Addresses:

TURF PROS LLC
504 THOROUGHBRED LANE
CHEYENNE, Wyoming 82009

BRYN D BROWN
504 THOROUGHBRED LANE
CHEYENNE, Wyoming 82009

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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
CLOUDFUND LLC, Index No.

Plaintiff, VERIFIED
COMPLAINT
-against-

TURF PROS LLC AND BRYN D BROWN,

Defendants.

Plaintiff CLOUDFUND LLC, by and through its undersigned attorneys, complaining of the

Defendants above-named, respectfully sets forth and alleges as follows:

Parties

1. Plaintiff is, and at all times relevant has been, a limited liability company duly

organized and existing under and by virtue of the laws of the State of New York, and authorized to

do business in New York, with an office located at 400 Rella Blvd., Suite 165-101, Suffern, New

York 10901.

2. At all times relevant herein, Plaintiff has been engaged in the business of purchasing

future accounts-receivable from retail and wholesale merchants.

3. Upon information and belief, Defendant TURF PROS LLC is, and at all times relevant

to this action has been, a limited liability company duly organized and existing under and by virtue of

the laws of the State of Wyoming, with an address at 504 THOROUGHBRED LANE CHEYENNE,

Wyoming 82009. Defendant TURF PROS LLC, is referred to as “Merchant Defendant”.

4. Upon information and belief, Defendant BRYN D BROWN is, and at all times relevant

to this action has been, an individual resident of the State of Wyoming, with an address at 504

THOROUGHBRED LANE, CHEYENNE, Wyoming 82009. Defendant BRYN D BROWN, is

referred to as the “Guarantor Defendant”.

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5. Upon information and belief, Guarantor Defendant is the owner, principal, and/or

manager of Merchant Defendant.

Jurisdiction and Venue

6. Jurisdiction and venue are proper in NASSAU County because the parties transacted

the purchase of future receipts in New York and because Defendants agreed in the governing

purchase agreement to submit to the jurisdiction of, and that venue is proper in, any court in the State

of New York including without limitation, NASSAU County.

Facts Common To All Causes of Action

The Purchase Agreements

7. On or about December 22, 2022, Plaintiff and Merchant Defendant entered into a

Future Receipts Sale and Purchase Agreement (the “December Agreement”) whereby Plaintiff

agreed to buy all rights of Merchant Defendant’s, to certain future business receipts, having a face

value of $48,965.00 (the “December Purchased Amount”), for the purchase price of $35,000.00, less

disclosed and agreed upon closing costs (the “December Purchase Price”).

8. A true and accurate copy of the December Agreement is annexed hereto as Exhibit A.

9. Upon receiving the December Purchase Price, Merchant Defendant was obligated to

remit to Plaintiff six percent (6%) of Merchant Defendant’s business receipts on each business day

(the “December Specified Percentage”) until the December Purchased Amount was remitted to

Plaintiff in full.

10. On or about February 22, 2023, Plaintiff and Merchant Defendant entered into a Future

Receipts Sale and Purchase Agreement (the “February Agreement”) whereby Plaintiff agreed to buy

all rights of Merchant Defendant’s, to certain future business receipts, having a face value of

$69,950.00 (the “February Purchased Amount”), for the purchase price of $50,000.00 less disclosed

and agreed upon closing costs (the “February Purchase Price”).

11. A true and accurate copy of the February Agreement is annexed hereto as Exhibit B.

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12. Upon receiving the February Purchase Price, Merchant Defendant was obligated to

remit to Plaintiff twelve percent (12%) of Merchant Defendant’s business receipts on each business

day (the “February Specified Percentage”) until the February Purchased Amount was remitted to

Plaintiff in full.

13. Integral to the December Agreement and the February Agreement was Merchant

Defendant’s exclusive use of one business account approved by Plaintiff (the “Account”) into which

Merchant Defendant agreed to deposit all business receipts, and from which Plaintiff was authorized

to ACH debit the December Specified Percentage and the February Specified Percentage pursuant to

an ACH debit authorization executed by Merchant Defendant.

14. For ease of processing, Plaintiff and the Merchant Defendant estimated an amount that

would be generated by the December Specified Percentage and the February Specified Percentage

going forward, and which Plaintiff was authorized to ACH debit from the Account each business day

(the “Remittance Amount”).

15. As the December Agreement and the February Agreement so state, the Remittance

Amount was a good faith approximation of the December Specified Percentage and the February

Specified Percentage, which ultimately controlled over the Remittance Amount. Merchant Defendant

were given the right, subject to proper documentation and proof of financial condition and business

receipts, to seek either a retroactive reconciliation or future adjustment of the Remittance Amount so

as to align it and past and future remittances, with the December Specified Percentage and the

February Specified Percentage.

16. As is relevant hereto, the December Agreement and the February Agreement provide,

inter alia, that in the event Merchant Defendant failed to remit the December Specified Percentage

and the February Specified Percentage, made any material misrepresentations or failed to honor any

covenants in the December Agreement and the February Agreement, utilized a bank account for the

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deposit of receipts other than the Account, diverted or hid business receipts from Plaintiff, interfered

with Plaintiff’s ACH debits of the December Specified Percentage and the February Specified

Percentage, or revoked the ACH debit authorizations provided with the December Agreement and

the February Agreement, such actions would constitute an Event of Default under the December

Agreement and the February Agreement.

17. The December Agreement and the February Agreement state that if an Event of

Default occurs, the full undelivered portion of the December Purchased Amount and the February

Purchased Amount, along with legal fees incurred by Plaintiff, under the December Agreement and

the February Agreement become immediately due and payable in full without further notice or cure

period.

The Personal Guaranty

18. The Guarantor Defendant executed a personal guaranty, guaranteeing Merchant

Defendant’s performance under the December Agreement and the February Agreement (the

“Personal Guaranty”).

19. The Personal Guaranty provides that if an Event of Default occurs, Plaintiff may

enforce its rights and seek the remedies set forth under the December Agreement and the February

Agreement against the Guarantor Defendant.

Merchant Defendant Breached the December Agreement and the February Agreement

20. Plaintiff paid Merchant Defendant the December Purchase Price and the February

Purchase Price for the December Purchased Amount and the February Purchased Amount of future

receipts.

21. After receiving the December Purchase Price, Merchant Defendant remitted

$20,460.62 in business receipts to Plaintiff.

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22. After receiving the February Purchase Price, Merchant Defendant remitted $17,718.05

in business receipts to Plaintiff.

23. On September 22, 2023 (the “Default Date”), Merchant Defendant breached the

December Agreement and the February Agreement, thereby causing an Event of Default, by ceasing

to remit the December Specified Percentage and the February Specified Percentage to Plaintiff,

without ever demonstrating any right to a reconciliation or adjustment, or an excuse recognized under

the December Agreement and the February Agreement for failing to perform.

24. No portion of the December Specified Percentage and the February Specified

Percentage has been remitted after the Default Date.

25. A true and correct copy of the transaction history under the December Agreement is

attached hereto as Exhibit C.

26. A true and correct copy of the transaction history under the February Agreement is

attached hereto as Exhibit D.

27. As of the Default Date, there remains a balance due and owing to Plaintiff of

$80,736.33, as against the December Purchased Amount and the February Purchased Amount.

AS AND FOR A FIRST CAUSE OF ACTION
(Breach of Contract against Merchant Defendant)

28. Plaintiff repeats and re-alleges each and every allegation contained in paragraphs “1”

through “27” above with the same force and effect, as if same were more fully set forth at length

herein.

29. Plaintiff and Merchant Defendant entered into the December Agreement and the

February Agreement.

30. Plaintiff performed under the December Agreement and the February Agreement by

paying the December Purchase Price and the February Purchase Price.

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31. Merchant Defendant breached the December Agreement and the February Agreement

by failing to remit the December Specified Percentage and the February Specified Percentage.

32. As a result thereof, Plaintiff has been damaged in the amount of $80,736.33, plus nine

percent (9%) interest from the Default Date.

AS AND FOR A SECOND CAUSE OF ACTION
(Enforcement of Personal Guarantees)

33. Plaintiff repeats and re-alleges each and every allegation contained in paragraphs “1”

through “32” above with the same force and effect, as if same were more fully set forth at length

herein.

34. Guarantor Defendant personally guaranteed the performance of Merchant Defendant

under the December Agreement and the February Agreement.

35. Merchant Defendant breached their contractual obligations, causing Plaintiff damages

specificed in the contract and guranty.

36. Accordingly, the Guarantor Defendant is liable to Plaintiff in the amount of

$80,736.33, plus nine percent (9%) interest from the Default Date.

AS AND FOR A THIRD CAUSE OF ACTION
(Contractual Attorneys’ fees)

37. Plaintiff repeats and re-alleges each and every allegation contained in paragraphs “1”

through “36” above with the same force and effect, as if same were more fully set forth at length

herein.

38. The December Agreement, the February Agreement, and the Personal Guaranty each

provide that Plaintiff shall recover its attorneys’ fees, costs and disbursements incurred in the event

of a breach.

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39. By reason of the foregoing, Plaintiff is entitled to judgment against the Defendants for

all costs and disbursements of this action, including reasonable attorneys’ fees, as determined by

inquest or as liquidated in the December Agreement and the February Agreement.

WHEREFORE, Plaintiff demands judgment against Defendants, jointly and severally, as

follows:

(i) Judgment against the Merchant Defendant, on the First Cause of Action, in the amount

of $80,736.33 plus nine percent (9%) interest per annum from September 22, 2023;

(ii) Judgment against the Guarantor Defendant, on the Second Cause of Action, in the

amount of $80,736.33, plus nine percent (9%) interest per annum from September 22, 2023; and

(iii) Judgment against Defendants, jointly and severally, for the costs, disbursements and

attorneys' fees of this action; and

(iv) For such other and further relief in Plaintiff’s favor as this Court may deem just, proper

and equitable.

Dated: New York, New York
September 25, 2023 _______________________________
Boris Yankovich , Esq.
Attorney for Plaintiff,
CLOUDFUND LLC
1 World Trade Center, Suite 8500
New York, New York 10007
Phone: (786) 809-0204

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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU
CLOUDFUND LLC, Index No.

Plaintiff, NOTICE OF ELECTRONIC FILING
IN A MANDATORY CASE (RULE §
-against- 202.5-BB)

TURF PROS LLC AND BRYN D BROWN,

Defendants.

You have received this Notice because: 1) The Plaintiff/Petitioner, whose name is listed above, has
filed this case using the New York State Courts E-Filing system (“NYSCEF”), and 2) You are a
Defendant/Respondent (a Party) in this case.

If you are represented by an attorney: Give this Notice to your attorney. Attorneys: See
Information for Attorneys below.

If you are not represented by an attorney: You will be served with all documents in paper and you
must serve and file your documents in paper, unless you choose to participate in e-filing. If you
choose to participate in e-filing, you must have access to a computer and a scanner or other device to
convert documents into electronic format, a connection to the internet, and an e-mail address to
receive service of documents. The benefits of participating in e-filing include: 1) serving and filing
your documents electronically; 2) free access to view and print your e-filed documents; 3) limiting
your number of trips to the courthouse; 4) paying any court fees on-line (credit card needed)

To register for e-filing or for more information about how e-filing works: 1) visit:
www.nycourts.gov/efile-unrepresented; or 2) contact the Clerk’s Office or Help Center at the court
where the case was filed. Court contact information can be found at www.nycourts.gov.

To find legal information to help you represent yourself visit www.nycourthelp.gov.

Information for Attorneys – (E-filling is Mandatory for Attorneys): An attorney
representing a party who is served with this notice must either: 1) immediately record his or her
representation within the e-filed matter on the NYSCEF site www.nycourts .gov/efile; or 2) file the
Notice of Opt-Out form with the clerk of the court where this action is pending and serve on all
parties. Exemptions from mandatory e-filing are limited to attorneys who certify in good faith that
they lack the computer hardware and/or scanner and/or internet connection or that they lack (along
with all employees subject to their direction) the knowledge to operate such equipment. [Section
202.5-bb(e)] For additional information about electronic filing and to create a NYSCEF account, visit
the NYSCEF website at www.nycourts.gov/efile or contact the NYSCEF Resource Center (phone:
646-386-3033; e-mail: efile@nycourts.gov).

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Dated: New York, New York
September 25, 2023 _______________________________
Boris Yankovich , Esq.
Attorney for Plaintiff,
Cloudfund LLC
1 World Trade Center, Suite 8500
New York, New York 10007
Phone: (786) 809-0204

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Index No. Year RJI No. Hon.
SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF NASSAU

CLOUDFUND LLC,

Plaintiff,

-against-

TURF PROS LLC AND BRYN D BROWN,

Defendants.

SUMMONS & COMPLAINT

BORIS YANKOVICH , ESQ.
Attorney for Plaintiff

Office and Post Office Address, Telephone
1 WORLD TRADE CENTER
SUITE 8500
NEW YORK, NEW YORK 10007
Tel: (786) 809-0204
Fax: (786) 551-2307

Service of a copy of the within is hereby admitted.

Dated,

Attorney(s) for

Please take notice
Notice of Entry
that the within is a (certified) true copy of a
duly entered in the office of the clerk of the within name court on
Notice of settlement
that an order of which the within is a true copy will be presented for
settlement to the HON. one of the judges
of the within named court, at on at
Dated, Yours, etc.

Attorney(s) for

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EXHIBIT A
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CLOUDFUND LLC
400 Rella Blvd. Suite 165-101, Suffern, NY 10901
FUTURE RECEIPTS SALE AND PURCHASE AGREEMENT

This agreement (this “Agreement”), dated 12/22/2022, between CLOUDFUND LLC (“Buyer”) and the seller(s) listed
herein (collectively, the "Seller”) (all capitalized terms shall have the meanings ascribed to them below):
Business Legal Name: TURF PROS LLC
D/B/A: TURF PROS LLC
Form of Business Entity: LLC EIN #:
Physical Address: 2300 EAST 9TH STREET, CHEYENNE, WY 82001
Mailing Address: 504 THOROUGHBRED LANE, CHEYENNE, WY 82009

PURCHASE PRICE: PURCHASED AMOUNT: SPECIFIED PERCENTAGE:
$35,000.00 $48,965.00 6%

REMITTANCE AMOUNT:* REMITTANCE PERIOD:
$343.00 DAILY
LESS CLOSING COSTS:

DUE DILIGENCE FEE: ORIGINATION FEE: UCC FEE:
$700.00 $700.00 $0.00

LESS PRIOR BALANCE(S) (IF APPLICABLE)
$22,508.00
NET AMOUNT FUNDED TO SELLER:
$11,092.00

FOR THE SELLER #1 FOR THE SELLER #2

By: [[s|0
Name: BRYN D BROWN
]] By: [[s|1
Name: N/A
]]
Title: Owner/Agent/Manager Title: N/A
Email: $E2$ Email: N/A
Business Phone: $BP2$ Business Phone: N/A

*Please refer to Section 13 of this Agreement to learn how the Remittance Amount can be changed.

Concurrently with the execution of this Agreement by Seller, and as condition to the effectiveness hereof, Seller has
caused the Personal Guarantee of Performance in the form attached hereto as “Exhibit A” (the “Guaranty”) to be
signed and delivered to Buyer by the following Owner(s)/Guarantor(s) of Seller.

OWNER/GUARANTOR #1 OWNER/GUARANTOR #2

By: [[s|0
Name: BRYN D BROWN
]] By: [[s|1
Name: N/A
]]
SSN: SSN: N/A
Phone: $P2$ Phone: N/A
Address: 504 THOROUGHBRED LANE, CHEYENNE, $A2$ Address: N/A
WY 82009

Furthermore, in the event the Seller and/or Guarantor are comprised of more than one entity and/or individuals, then
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ALL such entities and/or individuals, respectively, shall sign the Addendum to this Agreement in the form attached
hereto as Exhibit B (the “Addendum”).
WHEREAS, Seller is desirous to sell to Buyer, and Buyer is desirous to purchase from Seller a Specified Percentage of the
Seller’s Future Receipts, but only on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the mutual receipts and sufficiency of which is hereby
acknowledged by both parties, Buyer and Seller hereby agree to the foregoing and as follows:

1. Basic Terms and Definitions.
a. “Effective Date” shall mean the later of: (i) the date set forth in the preamble to this Agreement, and (ii) the
date when Buyer paid the Net Amount Funded to Seller.
b. “Specified Percentage” is the percentage identified above and refers to a percentage of each and every sale
made by Seller until the Purchased Amount is delivered to Seller.
c. “Future Receipts” shall mean, collectively, all of Seller’s receipts for the sale of goods and services after the
Effective Date of this Agreement; which payments or deliveries of monies can be made in the form of cash, check, credit,
charge, or debit card, Automated Clearing House (“ACH”) or other electronic transfer or any other form of monetary
payment and/or pecuniary benefit received by Seller.
d. “Periodic Receipts” shall mean the amount of Future Receipts received by Seller during each Remittance
Period.
e. “Purchased Amount” is the amount identified above and refers to the total amount of Future Receipts that
Seller shall be under obligation to deliver to Buyer pursuant to this Agreement.
f. “Purchase Price” is the amount identified above and refers to the total amount that Buyer agrees to pay for the
Purchased Amount. Seller acknowledges that the amount that Seller will actually receive from Buyer pursuant to this
Agreement will be the Net Amount Funded to Seller.
g. “Closing Costs” shall mean, collectively, all initial costs and fees that identified above and in Section 16 that
Seller agrees to pay to Buyer as consideration for agreeing to enter into this Agreement.
h. “Net Amount Funded to Seller” is the amount identified above and refers to the Purchase Price less the total
Closing Costs identified above and in Section 16 and less Prior Balance identified above and in Section 17.
i. “Remittance Amount” shall mean the amount that Seller shall deliver to Buyer at the end of each Remittance
Period as part of the Purchased Amount. The initial Remittance Amount is the amount first described above. The parties
agree that the initial Remittance Amount is a good faith approximation of the Specified Percentage of Seller’s Future
Receipts during the first Remittance Period, based upon the information provided by Seller to Buyer concerning Seller’s
most recent accounts receivables, including representations by the Seller to Buyer regarding the Seller’s estimated
Future Receipts. The Remittance Amount is subject to Seller’s right of adjustment/reconciliation set forth in this
Agreement.
j. “Remittance Period” shall mean the daily or weekly period by the end of which a Remittance Amount shall be
delivered by Seller to Buyer.
k. “Workday” shall mean Monday through Friday except on days when banking institutions are closed for the
holidays and do not process ACH payments.
l. “Prior Balance” shall mean the sum of all amounts that Seller may owe to Buyer and/or third party(s) as of the
Effective Date of this Agreement. Seller agrees that: (i) the Prior Balance, if any, as described in Section 17 of this
Agreement, will be deducted from the Purchase Price prior to delivering it to Seller pursuant to Seller’s authorization set
forth in Rider 1 to this Agreement; and (ii) such deduction of the Prior Balance shall not be deemed to reduce the agreed
upon Purchase Price.
m “Origination Fee” shall mean the fee that Seller and a Broker have agreed to in conjunction with brokering this
Agreement, which amount Seller authorizes Buyer to withhold from the Purchase Price and pay to said Broker. The
Origination Fee, if any, is described in Section 17 of this Agreement and will be deducted from the Purchase Price prior to
delivering it to Seller pursuant to Seller’s authorization set forth in Section 19.
n. In the event “Seller” is comprised of more than one entity, then:
i. The term “Seller” shall mean, individually and collectively, interchangeably, all such entities; and
ii. Each Seller is an “Affiliate” of all other Seller(s). The term “Affiliate” shall mean an entity or an
individual that (1) controls, (2) is under the “Control”, or (3) is under common Control with the entity or individual in
question. The term “Control” shall mean direct or indirect ownership of more than 50% of the outstanding voting stock
of a corporation or other majority equity interest if not a corporation and the possession of power to direct or cause the
direction of the management and policy of such corporation or other entity, whether through ownership of voting
securities, by stature, or by contract; and
iii. The representations, warranties, covenants, obligations and liabilities of each Seller shall be joint
and several under this Agreement; and
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iv. The liability of each Seller under this Agreement shall be direct and immediate and shall not be
conditional or contingent upon the pursuance of any remedies against any other person or entity; and
v. The terms “Specified Percentage”, “Future Receipts”, “Periodic Receipts”, “Remittance Amount” shall
mean the Specified Percentage, the Future Receipts and the Periodic Receipts of each Seller individually; and
vi. Buyer may pursue its rights and remedies under this Agreement against any one or any number of
entities that constitute Seller without obligation to assert, prosecute or exhaust any remedy or claim against any other
Seller or any Guarantor.
o. In the event “Guarantor” is comprised of more than one individual, then:
i. The term “Guarantor” shall mean, individually and collectively, all such individuals; and
ii. Each Guarantor is an Affiliate of all other Guarantor(s); and
iii. The representations, warranties, covenants, obligations and liabilities of each Guarantor shall be
joint and several under this Agreement and the Guaranty; and
iv. The liability of each Guarantor under this Agreement and the Guaranty shall be direct and immediate
and shall not be conditional or contingent upon the pursuance of any remedies against any other person or entity; and
v. Buyer may pursue its rights and remedies under this Agreement and/or Guaranty against any one or
any number of individuals that constitute Guarantor without obligation to assert, prosecute or exhaust any remedy or
claim against any other Guarantor or any Seller.

2. The Term. This Agreement for the purchase and sale of Future Receipts does not have a fixed duration or term, which
is indefinite. Subject to the provisions of Sections 10-13 hereof, the term of this Agreement shall commence on the
Effective Date and terminate on the earlier of: (i) the date (the “Termination Date”) when the Purchased Amount and all
other sums due to Buyer pursuant to this Agreement are received by Buyer in full; and (ii) when Seller’s performance has
been excused pursuant to Section 16(b).

3. Non-Recourse Sale of Purchased Future Receipts. Seller hereby sells, assigns, transfers and conveys (hereinafter,
the “Sale”) unto Buyer all of Seller’s right, title and interest in to the Specified Percentage of the Future Receipts until the
Purchased Amount shall have been delivered by Seller to Buyer (hereinafter, the portion of the Future Receipts sold by
Seller to Buyer pursuant to this Agreement, the “Purchased Future Receipts”); to have and hold the same unto Buyer, its
successors and assigns, forever. This Sale of the Purchased Future Receipts is made without express or implied warranty
to Buyer of collectability of the Purchased Future Receipts by Buyer and without recourse against Seller and/or
Guarantor(s), except as specifically set forth in this Agreement. By virtue of this Agreement, Seller transfers to Buyer full
and complete ownership of the Purchased Future Receipts and Seller retains no legal or equitable interest therein.

4. Payment of Purchase Price. In consideration of the sale by Seller to Buyer of the Purchased Future Receipts pursuant
to this Agreement, Buyer agrees to pay to Seller the Purchase Price by delivering the Net Funded Amount to Seller after
execution of this Agreement.

5. Use of Purchase Price. Seller hereby acknowledges that it fully understands that: (i) Buyer’s ability to collect the
Purchased Amount (or any portion thereof) is contingent upon Seller’s continued operation of its business and
successful generation of the Future Receipts until the Purchased Amount is delivered to Buyer in full; and (ii) that in the
event of decreased efficiency or total failure of Seller’s business, Buyer’s receipt of the full or any portion of the
Purchased Amount may be delayed indefinitely. Based upon the forgoing, Seller agrees to use the Purchase Price
exclusively for the benefit and advancement of Seller’s business operations and for no other purpose.

6. Delivery of Purchased Amount. The Purchased Amount shall be delivered by Seller to Buyer in the amount of the
Remittance Amount (subject adjustment as described below) at the end of each Remittance Period, commencing on the
Effective Date and ending on the Termination Date. Buyer reserves the right to apply amounts received by it under this
Agreement to any fees or other charges due to Buyer from Seller prior to applying such amounts to reduce the
outstanding undelivered balance of the Purchased Amount.

7. Approved Bank Account and Credit Card Processor. During the term of this Agreement, Seller shall: (i) deposit all
Future Receipts into one (and only one) bank account which bank account shall be acceptable and preapproved by Buyer
(the “Approved Bank Account”), (ii) use one (and only one) credit card processor which processor shall be acceptable
and preapproved by Buyer (the “Approved Processor”) and (iii) deposit all credit card receipts into the Approved Bank
Account. In the event the Approved Bank Account or Approved Processor shall become unavailable or shall cease
providing services to Seller during the term of this Agreement, prior to the first date of such unavailability or cessation of
services, Seller shall arrange for another Approved Bank Account or Approved Processor, as the case may be.

8. Authorization to Debit Approved Bank Account. Seller hereby authorizes Buyer, and/or Delta Bridge Funding LLC
(as servicing agent for this Agreement) to initiate electronic checks or ACH debits from the Approved Bank Account
(which as of the Effective Date of this Agreement shall be the account listed on Appendix A hereto) in the amount of the
Remittance Amount at the end of each Remittance Period commencing on the Effective Date until Buyer receives the full
Page 3 of 15 5029061-274
FILED: NASSAU COUNTY CLERK 11/13/2023
09/26/2023 04:56
02:28 PM INDEX NO. 615553/2023
NYSCEF DOC. NO. 19 2 RECEIVED NYSCEF: 11/13/2023
09/26/2023
Purchased Amount (the “ACH Authorization”). This ACH Authorization shall be irrevocable until such time when Seller
shall have performed its obligations under this Agreement in full. Seller acknowledges that the origination of ACH
entries to and from the Approved Bank Account must comply with applicable law and applicable network rules. Seller
agrees to be bound by the Rules and Operating Guidelines of NACHA . Seller will not dispute any ACH entry initiated
pursuant to this ACH Authorization, provided the transaction corresponds to the terms of this authorization. Seller
requests the financial institution that holds the Approved Bank Account to honor all ACH entries initiated in accordance
with this ACH Authorization. If requested by Buyer, Seller shall execute a separate authorization for Buyer and/or Delta
Bridge Funding LLC to arrange for electronic fund transfers (including ACH payments) in the amount of any Remittance
Amount from the Approved Bank Account. Seller shall provide Buyer and/or its authorized agent with all information,
authorizations and passwords necessary to verify Seller’s receivables, receipts and deposits into the Approved Bank
Account.

9. Shortage of Funds and Fees Associated with Debiting Approved Bank Account. It shall be Seller’s exclusive
responsibility to pay to its banking institution and/or Buyer’s banking institution directly (or to compensate Buyer, in
case it is charged) all fees, charges and expenses incurred by either Seller or Buyer due to rejected electronic checks or
ACH debit attempts, overdrafts or rejections by Seller’s banking institution of the transactions contemplated by this
Agreement, including without limitation a $35.00 charge per bounced or rejected ACH debit.

10. Seller’s Right for Reconciliation. Seller and Buyer each acknowledges and agrees that:
a. If at any time during the term of this Agreement Seller will experience unforeseen decrease or increase in its
Periodic Receipts, then so long as Seller is not then in default under the terms of this Agreement, Seller shall have the
right, at its sole and absolute discretion, but subject to the provisions of Section 11 below, to request retroactive
reconciliation of the Remittance Amounts paid during one (1) or more full calendar month(s) immediately preceding the
day when such request for reconciliation is received by Buyer (each such calendar month for which a reconciliation is
requested, a “Reco

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