Preview
FILED: NEW YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024
PETITION TO CONFIRM ARBITRATION AWARD
EXHIBIT “A”
FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA
YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
DocuSign Envelope
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024
Page 1 of 16 ver. 1/1/23 CT
ALPINE ADVANCE 5 LLC
46 Washington Street Suite#6, Middletown, CT 06457
(833) 936-3863
Ops@Alpineadvance.net
STANDARD MERCHANT CASH ADVANCE AGREEMENT
This is an Agreement dated __________________
08/23/2023 by and between ALPINE ADVANCE 5 LLC (“ALPINE”), inclusive
of its successors and assigns, and each merchant listed below (“Merchant”).
Merchant’s Legal Name: ________________________________________________________________________
EARTHDAY LANDSCAPING INC
D/B/A/: _________________________________________________ Fed ID #: _______________________
Type of Entity: ____________________________________
INC
Business Address: _________________________________
P.O. BOX 875 City: ______________
BARNSTABLE State: _______
MA Zip: ________
02630
Contact Address: __________________________________
54 CARRIAGE LANE City: ______________ State: _______ Zip: ________
BARNSTABLE MA 02630
E-mail Address: _________________ Phone Number: ______________________
Purchase Price
This is the amount being paid to Merchant(s) for the Receivables Purchased Amount
(defined below).
30,000.00
$ _____________________
Receivables Purchased Amount
This is the amount of Receivables (defined in Section 1 below) being sold.
44,970.00
$ _____________________
Specified Percentage
This is the percentage of Receivables (defined below) to be delivered until the
Receivables Purchased Amount is paid in full.
34
______ %
Net Funds Provided
This is the net amount being paid to or on behalf of Merchant(s) after deduction of
applicable fees listed in Section 2 below.
27,000.00
$ _____________________
Net Amount to Be Received Directly by Merchant(s)
This is the net amount being received directly by Merchant(s) after deduction of applicable
fees listed in Section 2 below and the payment of any part of the Purchase Price
elsewhere pursuant to an Addendum to this Agreement.
27,000.00
$ _____________________
Initial Estimated Payment
This is the initial amount of periodic payments collected from Merchant(s) as an
approximation of no more than the Specified Percentage of the Receivables and is $ _____________________
563.00
subject to reconciliation as set forth in Section 4 below.
per ___________________
DAY
TERMS AND CONDITIONS
1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to ALPINE (making ALPINE the absolute
owner) in consideration of the funds provided (“Purchase Price”) specified above, all of each Merchant’s future accounts,
contract rights, and other obligations arising from or relating to the payment of monies from each Merchant’s customers
and/or other third party payors (the “Receivables”, defined as all payments made by cash, check, credit or debit card,
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
8/23/2023
Name: ____________________
RYAN DAVID COFFMAN JONES Title: ____________________
OWNER Date: ______________
FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA
YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
DocuSign Envelope
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024
Page 2 of 16
STANDARD MERCHANT CASH ADVANCE AGREEMENT
electronic transfer, or other form of monetary payment in the ordinary course of each merchant’s business), for the payment
of each Merchant’s sale of goods or services until the amount specified above (the “Receivables Purchased Amount”) has
been delivered by Merchant(s) to ALPINE. Each Merchant hereby acknowledges that until the Receivables Purchased
Amount has been received in full by ALPINE, each Merchant’s Receivables, up to the balance of the Receivables Purchased
Amount, are the property of ALPINE and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for
ALPINE and that each Merchant will hold Receivables in trust for ALPINE in its capacity as a fiduciary for ALPINE.
The Receivables Purchased Amount shall be paid to ALPINE by each Merchant irrevocably authorizing only one
depositing account acceptable to ALPINE (the “Account”) to remit the percentage specified above (the “Specified
Percentage”) of each Merchant’s settlement amounts due from each transaction, until such time as ALPINE receives
payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes ALPINE to ACH debit the specified
remittances from the Account on a daily basis as of the next business day after the date of this Agreement and will provide
ALPINE with all required access codes and monthly bank statements. Each Merchant understands that it will be held
responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). ALPINE is not
responsible for any overdrafts or rejected transactions that may result from ALPINE’s ACH debiting the Specified
Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount of
the Receivables collected by ALPINE exceeds the amount of the Purchase Price, ALPINE will be permitted not treat any
amount collected under this Agreement as profit for taxation and accounting purposes.
2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to
ALPINE for the following fees, where applicable:
A. $_________ - to cover underwriting, the ACH debit program, and expenses related to the procurement and
UP TO 10% OF PURCHASE PRICE
initiation of the transactions encompassed by this Agreement. This will be deducted from payment of the Purchase Price.
B. Wire Fee ‐ Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed
Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price.
C. NSF/Rejected ACH Fee - $50.00 for each time an ACH debit to the Account by ALPINE is returned or otherwise
rejected. No Merchant will be held responsible for such a fee if any Merchant gives ALPINE notice no more than one
business day in advance that the Account will have insufficient funds to be debited by ALPINE and no Merchant is otherwise
in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by ALPINE or may
be collected in addition to any other payment collected by ALPINE under this Agreement.
D. Blocked Account/Default ‐ $2,500.00 ‐ If an Event of Default has taken place under Section 30.
E. UCC Fee ‐ $195.00 – to cover ALPINE filing a UCC-1 financing statement to secure its interest in the Receivables
Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing is terminated.
F. $_________
0 - legal compliance with applicable disclosure laws and regulations. This will be deducted from
payment of the Purchase Price.
G. Court costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other expenses incurred
in litigation, arbitration, or the enforcement of any of ALPINE’s legal or contractual rights against each Merchant and/or each
Guarantor, if required, as explained in other Sections of this Agreement.
3. Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, ALPINE may
instead debit an “Estimated Payment” from the Account every _______________.
DAY The Estimated Payment is intended to
be an approximation of no more than the Specified Percentage. The initial amount of the Estimated Payment is
$____________,
563.00 subject to reconciliation as set forth in Section 4. Notwithstanding any provision herein to the contrary,
ALPINE is permitted to debit the Account to make up for a previous Estimated Payment that was not debited because
ALPINE was closed that day, to make up for any previous Estimated Payment that was not collected because the debit did
not clear for any reason, to collect any amount due resulting from a reconciliation as set forth in Section 4, to collect any of
the fees listed in Section 2, or to collect any amount due as a result of an Event of Default defined in Section 30.
4. Reconciliations. Any Merchant may contact ALPINE’s Reconciliation Department to request that ALPINE
conduct a reconciliation in order to ensure that the amount that ALPINE has collected equals the Specified Percentage of
Merchant(s)’s Receivables under this Agreement. A request for a reconciliation by any Merchant must be made by giving
written notice of the request to ALPINE or by sending an e-mail to Ops@Alpineadvance.net stating that a reconciliation is
being requested. In order to effectuate the reconciliation, any Merchant must produce with its request any and all statements
covering the period from the date of this Agreement through the date of the request for a reconciliation and, if available, the
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
8/23/2023
Name: ____________________
RYAN DAVID COFFMAN JONES Title: ____________________
OWNER Date: ______________
FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA
YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
DocuSign Envelope
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024
Page 3 of 16
STANDARD MERCHANT CASH ADVANCE AGREEMENT
login and password for the Account. ALPINE will complete each reconciliation requested by any Merchant within two
business days after receipt of proper notice of a request for one accompanied by the information and documents required
for it. ALPINE may also conduct a reconciliation on its own at any time by reviewing Merchant(s)’s Receivables covering
the period from the date of this Agreement until the date of initiation of the reconciliation, each such reconciliation will be
completed within two business days after its initiation, and ALPINE will give each Merchant written notice of the
determination made based on the reconciliation within one business day after its completion. If a reconciliation determines
that ALPINE collected more than it was entitled to, then ALPINE will credit to the Account all amounts to which ALPINE was
not entitled and, if there is an Estimated Payment, decrease the amount of the Estimated Payment so that it is consistent
with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the
reconciliation. If a reconciliation determines that ALPINE collected less than it was entitled to, then ALPINE will debit from
the Account all additional amounts to which ALPINE was entitled and, if there is an Estimated Payment, increase the amount
of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date
of the Agreement through the date of the reconciliation. Nothing herein limits the amount of times that a reconciliation may
be requested or conducted.
5. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to ALPINE, to obtain electronic
fund transfer services and/or “ACH” payments. Merchant(s) shall provide ALPINE and/or its authorized agent with all of the
information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize
ALPINE and/or its agent(s) to deduct the amounts owed to ALPINE for the Receivables as specified herein from settlement
amounts which would otherwise be due to each Merchant and to pay such amounts to ALPINE by permitting ALPINE to
withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each
Merchant absent ALPINE’s written consent until the Receivables Purchased Amount has been paid in full or the Merchant
becomes bankrupt or goes out of business without any prior default under this Agreement.
6. Term of Agreement. The term of this Agreement is indefinite and shall continue until ALPINE receives the full
Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of
Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40,
41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement.
7. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the
ordinary course of its business and that the payments to be made from each Merchant to ALPINE under this Agreement
are being made in the ordinary course of each Merchant’s business.
8. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the
Guarantee of this Agreement) authorizes ALPINE and its agent(s) to investigate each Merchant’s financial responsibility
and history, and will provide to ALPINE any bank or financial statements, tax returns, and other documents and records, as
ALPINE deems necessary prior to or at any time after execution of this Agreement. A photocopy of this authorization will be
deemed as acceptable for release of financial information. ALPINE is authorized to update such information and financial
profiles from time to time as it deems appropriate.
9. Monitoring, Recording, and Electronic Communications. ALPINE may choose to monitor and/or record
telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant
agrees that any call between ALPINE and any Merchant or its representatives may be monitored and/or recorded. Each
Merchant and each Guarantor grants access for ALPINE to enter any Merchant’s premises and to observe any Merchant’s
premises without any prior notice to any Merchant at any time after execution of this Agreement.
ALPINE may use automated telephone dialing, text messaging systems, and e-mail to provide messages to
Merchant(s), Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant), and
Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the
telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages may also be
recorded by the recipient’s answering machine or voice mail. Each Merchant, each Owner, and each Guarantor gives
ALPINE permission to call or send a text message to any telephone number given to ALPINE in connection with this
Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or
any Merchant’s account over the phone. Each Merchant, each Owner, and each Guarantor also gives ALPINE permission
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
RYAN DAVID COFFMAN JONES OWNER
Name: ____________________ Title: ____________________ Date: ______________
8/23/2023
FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA
YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
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NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that ALPINE
will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an
unintended recipient. Each Merchant, each Owner, and each Guarantor acknowledge that when they receive such calls or
electronic communications, they may incur a charge from the company that provides them with telecommunications,
wireless, and/or Internet services, and that ALPINE has no liability for any such charges.
10. Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein,
each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant
and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement for each Merchant,
legally binding said Merchant to its obligations under this Agreement and that the information provided herein and in all of
ALPINE’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. ALPINE may produce
a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to ALPINE. An
investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement
authorize ALPINE, its agents and representatives, and any credit‐reporting agency engaged by ALPINE, to (i) investigate
any references given or any other statements obtained from or about each Merchant or any of its Owners for the purpose
of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to
have any obligation to ALPINE under this Agreement or for ALPINE’s ability to determine any Merchant’s eligibility to enter
into any future agreement with ALPINE. Any misrepresentation made by any Merchant or Owner in connection with this
Agreement may constitute a separate claim for fraud or intentional misrepresentation.
Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are
providing ‘written instructions’ to ALPINE under the Fair Credit Reporting Act, authorizing ALPINE to obtain information from
their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each
Guarantor authorizes ALPINE to obtain such information solely to conduct a pre-qualification for credit.
Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are
providing ‘written instructions’ to ALPINE under the Fair Credit Reporting Act, authorizing ALPINE to obtain information from
their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each
Guarantor authorizes ALPINE to obtain such information in accordance with a merchant cash advance application.
11. Transactional History. Each Merchant authorizes its bank to provide ALPINE with its banking and/or credit
card processing history.
12. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each
Merchant’s credit card and check processors (collectively, “Processor”) and Processor’s officers, directors, and
shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees)
incurred by Processor resulting from (a) claims asserted by ALPINE for monies owed to ALPINE from any Merchant and
(b) actions taken by any Processor in reliance upon information or instructions provided by ALPINE.
13. No Liability. In no event will ALPINE be liable for any claims asserted by any Merchant under any legal theory
for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential
damages, each of which is waived by each Merchant and each Guarantor.
14. Sale of Receivables. Each Merchant and ALPINE agree that the Purchase Price under this Agreement is in
exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be
construed as a loan from ALPINE to any Merchant. ALPINE is entering into this Agreement knowing the risks that each
Merchant’s business may decline or fail, resulting in ALPINE not receiving the Receivables Purchased Amount. Any
Merchant going bankrupt, out of business, or experiencing a slowdown in business or a delay in collecting Receivables will
not on its own without anything more be considered a breach of this Agreement. Each Merchant agrees that the Purchase
Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. ALPINE
has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount
as the Receivables are created. Payments made to ALPINE in respect to the full amount of the Receivables shall be
conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers
in the manner provided in this Agreement. Each Merchant and each Guarantor acknowledges that ALPINE does not
purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security,
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
RYAN DAVID COFFMAN JONES OWNER
Name: ____________________ Title: ____________________ Date: ______________
8/23/2023
FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA
YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
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NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage
Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed
by this Agreement is not a loan and does not have an interest rate.
15. Power of Attorney. Each Merchant irrevocably appoints ALPINE 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 ALPINE for the benefit of
each Merchant and only in order to prevent the occurrence of an Event of Default (as described in Section 30). If an Event
of Default takes place under Section 30, then each Merchant irrevocably appoints ALPINE 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 ALPINE from
each Merchant, including without limitation (i) to collect monies due or to become due under or in respect of any of the
Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments,
documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any invoice, bill of
lading, or assignment directing customers or account debtors to make payment directly to ALPINE; and (iv) to file any claims
or take any action or institute any proceeding which ALPINE may deem necessary for the collection of any of the unpaid
Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the
Receivables Purchased Amount.
16. Protections Against Default. The following Protections 1 through 6 may be invoked by ALPINE, immediately
and without notice to any Merchant if any Event of Default listed in Section 30 has occurred.
Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may
become due and payable in full immediately.
Protection 2. ALPINE may enforce the provisions of the Guarantee against Guarantor.
Protection 3. ALPINE may enforce its security interest in the Collateral identified in Section 29.
Protection 4. ALPINE may proceed to protect and enforce its rights and remedies by litigation or arbitration.
Protection 5. ALPINE may debit any Merchant’s depository accounts wherever situated by means of ACH debit or
electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in
an amount consistent with the terms of this Agreement.
Protection 7. ALPINE will have the right, without waiving any of its rights and remedies and without notice to any
Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor and account debtor(s) of the sale
of Receivables hereunder and to direct such credit card processor and account debtor(s) to make payment to ALPINE of
all or any portion of the amounts received by such credit card processor and account debtor(s) on behalf of each Merchant.
Each Merchant hereby grants to ALPINE an irrevocable power-of-attorney, which power-of-attorney will be coupled with an
interest, and hereby appoints ALPINE and its representatives as each Merchant’s attorney-in-fact to take any and all action
necessary to direct such new or additional credit card and/or check processor and account debtor(s) to make payment to
ALPINE as contemplated by this Section.
17. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant
and/or as Owner, in respect of himself or herself personally, authorizes ALPINE to disclose information concerning each
Merchant, Owner and/or Guarantor’s credit standing and business conduct to agents, affiliates, subsidiaries, and credit
reporting bureaus. Each Merchant, Guarantor, and Owner hereby waives to the maximum extent permitted by law any claim
for damages against ALPINE or any of its affiliates relating to any (i) investigation undertaken by or on behalf of ALPINE as
permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement.
18. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and
services offered by ALPINE, including this Agreement and any other ALPINE documents (collectively, “Confidential
Information”) are proprietary and confidential information of ALPINE. Accordingly, unless disclosure is required by law or
court order, Merchant(s) shall not disclose Confidential Information of ALPINE to any person other than an attorney,
accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of advising
any Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising any Merchant and
first agrees in writing to be bound by the terms of this Section 18.
19. D/B/As. Each Merchant hereby acknowledges and agrees that ALPINE may be using “doing business as” or
“d/b/a” names in connection with various matters relating to the transaction between ALPINE and each Merchant, including
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
RYAN DAVID COFFMAN JONES OWNER 8/23/2023
Name: ____________________ Title: ____________________ Date: ______________
FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA
YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
the filing of UCC-1 financing statements and other notices or filings.
20. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its
bank and financial statements, copies of which have been furnished to ALPINE, and future statements which will be
furnished hereafter at the request of ALPINE, fairly represent the financial condition of each Merchant at such dates, and
that since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation,
or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise ALPINE of any material
adverse change in its financial condition, operation, or ownership that may have an effect on any Merchant’s ability to
generate Receivables or perform its obligations under this Agreement.
21. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and
shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and
to conduct the business in which it is presently engaged.
22. Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this
Agreement on behalf of each Merchant has full power and authority to incur and perform the obligations under this
Agreement, all of which have been duly authorized.
23. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not,
without ALPINE’s prior written consent, change its Processor, add terminals, change its financial institution or bank account,
or take any other action that could have any adverse effect upon any Merchant’s obligations under this Agreement.
24. Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its
business under any name other than as disclosed to ALPINE or change any place(s) of its business without giving prior
written notice to ALPINE.
25. No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it
does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and
there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it
does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed
against it.
26. Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete,
and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions,
options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any
other rights or interests that may be inconsistent with this Agreement or adverse to the interests of ALPINE, other than any
for which ALPINE has actual or constructive knowledge or inquiry notice as of the date of this Agreement.
27. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other
than ALPINE any arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form
of a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without the prior
written consent of ALPINE.
28. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good
standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this
Agreement for business purposes and not as a consumer for personal, family, or household purposes.
29. Security Interest. To secure each Merchant’s performance obligations to ALPINE under this Agreement and
any future agreement with ALPINE, each Merchant hereby grants to ALPINE a security interest in collateral (the “Collateral”),
that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts‐receivable, and
other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter
owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties
acknowledge and agree that any security interest granted to ALPINE under any other agreement between any Merchant or
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
RYAN DAVID COFFMAN JONES OWNER
Name: ____________________ Title: ____________________ Date: ______________
8/23/2023
FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA
YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
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NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
Guarantor and ALPINE (the “Cross‐Collateral”) will secure the obligations hereunder and under this Agreement. Negative
Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with
respect to any of the Collateral or the Cross‐Collateral, as applicable.
Each Merchant agrees to execute any documents or take any action in connection with this Agreement as ALPINE
deems necessary to perfect or maintain ALPINE’s first priority security interest in the Collateral and the Cross‐Collateral,
including the execution of any account control agreements. Each Merchant hereby authorizes ALPINE to file any financing
statements deemed necessary by ALPINE to perfect or maintain ALPINE’s security interest, which financing statements
may contain notification that each Merchant has granted a negative pledge to ALPINE with respect to the Collateral and the
Cross‐Collateral, and that any subsequent lienor may be tortiously interfering with ALPINE’s rights. Each Merchant shall be
liable for and ALPINE may charge and collect all costs and expenses, including but not limited to attorney fees, which may
be incurred by ALPINE in protecting, preserving, and enforcing ALPINE’s security interest and rights. Each Merchant further
acknowledges that ALPINE may use another legal name and/or D/B/A or an agent when designating the Secured Party
when ALPINE files the above‐referenced financing statement(s).
30. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:
(1) Any representation or warranty by any Merchant to ALPINE proves to have been made intentionally false or
misleading in any material respect when made;
(2) Any Merchant causes any ACH debit to the Account by ALPINE to be blocked or stopped without providing any
advance written notice to ALPINE with an alternative method for ALPINE to collect the blocked or stopped payment, which
notice may be given by e-mail to Ops@Alpineadvance.net;
(3) Any Merchant intentionally prevents ALPINE from collecting any part of the Receivables Purchased Amount; or
(4) Any Merchant causes any ACH debit to the Account by any person or entity other than ALPINE to be stopped
or otherwise returned that would result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two
business days thereafter provide ALPINE with written notice thereof explaining why that Merchant caused the ACH debit to
be stopped or otherwise returned, which notice may be given by e-mail to Ops@Alpineadvance.net.
31. Remedies. In case any Event of Default occurs and is not waived, ALPINE may proceed to protect and enforce
its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant,
agreement, or other provision contained herein, or to enforce the discharge of each Merchant’s obligations hereunder, or
any other legal or equitable right or remedy. All rights, powers, and remedies of ALPINE in connection with this Agreement,
including each Protection listed in Section 16, may be exercised at any time by ALPINE after the occurrence of an Event of
Default, are cumulative and not exclusive, and will be in addition to any other rights, powers, or remedies provided by law
or equity. In case any Event of Default occurs and is not waived, ALPINE may elect that Merchant(s) be required to pay to
ALPINE 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable
expenses incurred by ALPINE in connection with recovering the unpaid balance of the Receivables Purchased Amount
(“Reasonable Expenses”), and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a reasonable
relationship to ALPINE’s actual expenses incurred in connection with recovering the unpaid balance of the Receivables
Purchased Amount.
32. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, except that Merchant(s) shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of ALPINE, which consent may be withheld in ALPINE’s sole discretion. ALPINE may
assign, transfer, or sell its rights under this Agreement, including, without limitation, its rights to receive the Receivables
Purchased Amount, and its rights under Section 29 of this Agreement, the Guarantee, and any other agreement, instrument,
or document executed in connection with the transactions contemplated by this Agreement (a “Related Agreement”), or
delegate its duties hereunder or thereunder, either in whole or in part. From and after the effective date of any such
assignment or transfer by ALPINE, whether or not any Merchant has actual notice thereof, this Agreement and each Related
Agreement shall be deemed amended and modified (without the need for any further action on the part of any Merchant or
ALPINE) such that the assignee shall be deemed a party to this Agreement and any such Related Agreement and, to the
extent provided in the assignment document between ALPINE and such assignee (the “Assignment Agreement”), have the
rights and obligations of ALPINE under this Agreement and such Related Agreements with respect to the portion of the
Receivables Purchased Amount set forth in such Assignment Agreement, including but not limited to rights in the
Receivables, Collateral and Additional Collateral, the benefit of each Guarantor’s guaranty regarding the full and prompt
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
RYAN DAVID COFFMAN JONES OWNER 8/23/2023
Name: ____________________ Title: ____________________ Date: ______________
FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA
YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024
DocuSign Envelope
NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024
Page 8 of 16
STANDARD MERCHANT CASH ADVANCE AGREEMENT
performance of every obligation that is a subject of the Guarantee, ALPINE’s rights under Section 16 of this Agreement
(Protections Against Default), and to receive damages from any Merchant following a breach of this Agreement by any
Merchant. In connection with such assignment, ALPINE may disclose all information that ALPINE has relating to any
Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon ALPINE’s request.
33. Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by
certified mail, return receipt requested, or by overnight delivery with signature confirmation to the respective parties to this
Agreement at their addresses set forth in this Agreement and shall become effective only upon receipt. Written notice may
also be given to any Merchant or Guarantor by e-mail to the E-mail Address listed on the first page of this Agreement or by
text message to the Phone Number listed on the first page of this Agreement if that phone number is for a mobile phone.
Each Merchant and each Guarantor must set its spam or junk mail filter to accept e-mails sent by Ops@Alpineadvance.net
and its domain. This Section is not applicable to service of process or notices in any legal proceedings.
34. Choice of Law. Each Merchant acknowledges and agrees that this Agreement was made in the State of
Connecticut, that the Purchase Price is being paid by ALPINE in the State of Connecticut, that the Receivables Purchased
Amount is being delivered to ALPINE in the State of Connecticut, and that the State of Connecticut has a reasonable
relationship to the transactions encompassed by this Agreement. This Agreement, any dispute or claim relating hereto,
whether sounding in contract, tort, law, equity, or otherwise, the relationship between ALPINE and each Merchant, and the
relationship between ALPINE and each Guarantor will be governed by and construed in accordance with the laws of the
State of Connecticut, without regard to any applicable principles of conflict of laws. Each Merchant agrees that the provisions
of Chapter 22.1 of Title 6.2 of the Virginia Code are not applicable to this Agreement unless a merchant has a principal
place of business located in the Commonwealth of Virginia and there is no applicable exemption to the statute. Each
Merchant agrees that the provisions of Division 9.5 of the California Financial Code are not applicable to this Agreement if
no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of California
or if there is any applicable exemption to the statute. Each Merchant agrees that the provisions of Chapter 27 of Title 7 of
the Utah Code are not applicable to this Agreement if the transactions contemplated by this Agreement are not
consummated in the State of Utah.
35. Venue and Forum Selection. Any litigation, whether sounding in contract, tort, law, equity, or otherwise,
relating to this Agreement or involving ALPINE on one side and any Merchant or any Guarantor on the other must be
commenced and maintained in any court located in the County of Fairfield in the State of Connecticut (the “Acceptable
Forums”). The parties agree that the Acceptable Forums are convenient, submit to the jurisdiction of the Acceptable Forums,
and waive any and all objections to the jurisdiction or venue of the Acceptable Forums. If any litigation is initiated in any
other venue or forum, the parties waive any right to oppose any motion or application made by any party to transfer such
litigation to an Acceptable Forum. Notwithstanding any provision in this Agreement to the contrary, in addition to the
Acceptable Forums, any application to obtain injunctive relief in aid of arbitration or to confirm an arbitration award for an
arbitration conducted in the State of New York may be made in the Supreme Court of New York for Nassau County or the
Civil Court of the City of New York for New York County and any action or proceeding to enforce a j
Preview
FILED: NEW YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 PETITION TO CONFIRM ARBITRATION AWARD EXHIBIT “A” FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 DocuSign Envelope NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 Page 1 of 16 ver. 1/1/23 CT ALPINE ADVANCE 5 LLC 46 Washington Street Suite#6, Middletown, CT 06457 (833) 936-3863 Ops@Alpineadvance.net STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated __________________ 08/23/2023 by and between ALPINE ADVANCE 5 LLC (“ALPINE”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: ________________________________________________________________________ EARTHDAY LANDSCAPING INC D/B/A/: _________________________________________________ Fed ID #: _______________________ Type of Entity: ____________________________________ INC Business Address: _________________________________ P.O. BOX 875 City: ______________ BARNSTABLE State: _______ MA Zip: ________ 02630 Contact Address: __________________________________ 54 CARRIAGE LANE City: ______________ State: _______ Zip: ________ BARNSTABLE MA 02630 E-mail Address: _________________ Phone Number: ______________________ Purchase Price This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined below). 30,000.00 $ _____________________ Receivables Purchased Amount This is the amount of Receivables (defined in Section 1 below) being sold. 44,970.00 $ _____________________ Specified Percentage This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full. 34 ______ % Net Funds Provided This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed in Section 2 below. 27,000.00 $ _____________________ Net Amount to Be Received Directly by Merchant(s) This is the net amount being received directly by Merchant(s) after deduction of applicable fees listed in Section 2 below and the payment of any part of the Purchase Price elsewhere pursuant to an Addendum to this Agreement. 27,000.00 $ _____________________ Initial Estimated Payment This is the initial amount of periodic payments collected from Merchant(s) as an approximation of no more than the Specified Percentage of the Receivables and is $ _____________________ 563.00 subject to reconciliation as set forth in Section 4 below. per ___________________ DAY TERMS AND CONDITIONS 1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to ALPINE (making ALPINE the absolute owner) in consideration of the funds provided (“Purchase Price”) specified above, all of each Merchant’s future accounts, contract rights, and other obligations arising from or relating to the payment of monies from each Merchant’s customers and/or other third party payors (the “Receivables”, defined as all payments made by cash, check, credit or debit card, I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ 8/23/2023 Name: ____________________ RYAN DAVID COFFMAN JONES Title: ____________________ OWNER Date: ______________ FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 DocuSign Envelope NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 Page 2 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT electronic transfer, or other form of monetary payment in the ordinary course of each merchant’s business), for the payment of each Merchant’s sale of goods or services until the amount specified above (the “Receivables Purchased Amount”) has been delivered by Merchant(s) to ALPINE. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by ALPINE, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of ALPINE and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for ALPINE and that each Merchant will hold Receivables in trust for ALPINE in its capacity as a fiduciary for ALPINE. The Receivables Purchased Amount shall be paid to ALPINE by each Merchant irrevocably authorizing only one depositing account acceptable to ALPINE (the “Account”) to remit the percentage specified above (the “Specified Percentage”) of each Merchant’s settlement amounts due from each transaction, until such time as ALPINE receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes ALPINE to ACH debit the specified remittances from the Account on a daily basis as of the next business day after the date of this Agreement and will provide ALPINE with all required access codes and monthly bank statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2). ALPINE is not responsible for any overdrafts or rejected transactions that may result from ALPINE’s ACH debiting the Specified Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount of the Receivables collected by ALPINE exceeds the amount of the Purchase Price, ALPINE will be permitted not treat any amount collected under this Agreement as profit for taxation and accounting purposes. 2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to ALPINE for the following fees, where applicable: A. $_________ - to cover underwriting, the ACH debit program, and expenses related to the procurement and UP TO 10% OF PURCHASE PRICE initiation of the transactions encompassed by this Agreement. This will be deducted from payment of the Purchase Price. B. Wire Fee ‐ Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price. C. NSF/Rejected ACH Fee - $50.00 for each time an ACH debit to the Account by ALPINE is returned or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives ALPINE notice no more than one business day in advance that the Account will have insufficient funds to be debited by ALPINE and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by ALPINE or may be collected in addition to any other payment collected by ALPINE under this Agreement. D. Blocked Account/Default ‐ $2,500.00 ‐ If an Event of Default has taken place under Section 30. E. UCC Fee ‐ $195.00 – to cover ALPINE filing a UCC-1 financing statement to secure its interest in the Receivables Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing is terminated. F. $_________ 0 - legal compliance with applicable disclosure laws and regulations. This will be deducted from payment of the Purchase Price. G. Court costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other expenses incurred in litigation, arbitration, or the enforcement of any of ALPINE’s legal or contractual rights against each Merchant and/or each Guarantor, if required, as explained in other Sections of this Agreement. 3. Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, ALPINE may instead debit an “Estimated Payment” from the Account every _______________. DAY The Estimated Payment is intended to be an approximation of no more than the Specified Percentage. The initial amount of the Estimated Payment is $____________, 563.00 subject to reconciliation as set forth in Section 4. Notwithstanding any provision herein to the contrary, ALPINE is permitted to debit the Account to make up for a previous Estimated Payment that was not debited because ALPINE was closed that day, to make up for any previous Estimated Payment that was not collected because the debit did not clear for any reason, to collect any amount due resulting from a reconciliation as set forth in Section 4, to collect any of the fees listed in Section 2, or to collect any amount due as a result of an Event of Default defined in Section 30. 4. Reconciliations. Any Merchant may contact ALPINE’s Reconciliation Department to request that ALPINE conduct a reconciliation in order to ensure that the amount that ALPINE has collected equals the Specified Percentage of Merchant(s)’s Receivables under this Agreement. A request for a reconciliation by any Merchant must be made by giving written notice of the request to ALPINE or by sending an e-mail to Ops@Alpineadvance.net stating that a reconciliation is being requested. In order to effectuate the reconciliation, any Merchant must produce with its request any and all statements covering the period from the date of this Agreement through the date of the request for a reconciliation and, if available, the I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ 8/23/2023 Name: ____________________ RYAN DAVID COFFMAN JONES Title: ____________________ OWNER Date: ______________ FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 DocuSign Envelope NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 Page 3 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT login and password for the Account. ALPINE will complete each reconciliation requested by any Merchant within two business days after receipt of proper notice of a request for one accompanied by the information and documents required for it. ALPINE may also conduct a reconciliation on its own at any time by reviewing Merchant(s)’s Receivables covering the period from the date of this Agreement until the date of initiation of the reconciliation, each such reconciliation will be completed within two business days after its initiation, and ALPINE will give each Merchant written notice of the determination made based on the reconciliation within one business day after its completion. If a reconciliation determines that ALPINE collected more than it was entitled to, then ALPINE will credit to the Account all amounts to which ALPINE was not entitled and, if there is an Estimated Payment, decrease the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. If a reconciliation determines that ALPINE collected less than it was entitled to, then ALPINE will debit from the Account all additional amounts to which ALPINE was entitled and, if there is an Estimated Payment, increase the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. Nothing herein limits the amount of times that a reconciliation may be requested or conducted. 5. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to ALPINE, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide ALPINE and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize ALPINE and/or its agent(s) to deduct the amounts owed to ALPINE for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to ALPINE by permitting ALPINE to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent ALPINE’s written consent until the Receivables Purchased Amount has been paid in full or the Merchant becomes bankrupt or goes out of business without any prior default under this Agreement. 6. Term of Agreement. The term of this Agreement is indefinite and shall continue until ALPINE receives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement. 7. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that the payments to be made from each Merchant to ALPINE under this Agreement are being made in the ordinary course of each Merchant’s business. 8. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement) authorizes ALPINE and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to ALPINE any bank or financial statements, tax returns, and other documents and records, as ALPINE deems necessary prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as acceptable for release of financial information. ALPINE is authorized to update such information and financial profiles from time to time as it deems appropriate. 9. Monitoring, Recording, and Electronic Communications. ALPINE may choose to monitor and/or record telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between ALPINE and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for ALPINE to enter any Merchant’s premises and to observe any Merchant’s premises without any prior notice to any Merchant at any time after execution of this Agreement. ALPINE may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant), and Guarantor(s) about Merchant(s)’s account. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a Guarantor, or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each Merchant, each Owner, and each Guarantor gives ALPINE permission to call or send a text message to any telephone number given to ALPINE in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any Merchant’s account over the phone. Each Merchant, each Owner, and each Guarantor also gives ALPINE permission I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ RYAN DAVID COFFMAN JONES OWNER Name: ____________________ Title: ____________________ Date: ______________ 8/23/2023 FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 DocuSign Envelope NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 Page 4 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that ALPINE will not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant, each Owner, and each Guarantor acknowledge that when they receive such calls or electronic communications, they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that ALPINE has no liability for any such charges. 10. Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations under this Agreement and that the information provided herein and in all of ALPINE’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. ALPINE may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to ALPINE. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize ALPINE, its agents and representatives, and any credit‐reporting agency engaged by ALPINE, to (i) investigate any references given or any other statements obtained from or about each Merchant or any of its Owners for the purpose of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any obligation to ALPINE under this Agreement or for ALPINE’s ability to determine any Merchant’s eligibility to enter into any future agreement with ALPINE. Any misrepresentation made by any Merchant or Owner in connection with this Agreement may constitute a separate claim for fraud or intentional misrepresentation. Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to ALPINE under the Fair Credit Reporting Act, authorizing ALPINE to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes ALPINE to obtain such information solely to conduct a pre-qualification for credit. Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’ to ALPINE under the Fair Credit Reporting Act, authorizing ALPINE to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes ALPINE to obtain such information in accordance with a merchant cash advance application. 11. Transactional History. Each Merchant authorizes its bank to provide ALPINE with its banking and/or credit card processing history. 12. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant’s credit card and check processors (collectively, “Processor”) and Processor’s officers, directors, and shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting from (a) claims asserted by ALPINE for monies owed to ALPINE from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by ALPINE. 13. No Liability. In no event will ALPINE be liable for any claims asserted by any Merchant under any legal theory for lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by each Merchant and each Guarantor. 14. Sale of Receivables. Each Merchant and ALPINE agree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from ALPINE to any Merchant. ALPINE is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in ALPINE not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, out of business, or experiencing a slowdown in business or a delay in collecting Receivables will not on its own without anything more be considered a breach of this Agreement. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. ALPINE has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments made to ALPINE in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Each Merchant and each Guarantor acknowledges that ALPINE does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security, I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ RYAN DAVID COFFMAN JONES OWNER Name: ____________________ Title: ____________________ Date: ______________ 8/23/2023 FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 DocuSign Envelope NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 Page 5 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate. 15. Power of Attorney. Each Merchant irrevocably appoints ALPINE 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 ALPINE for the benefit of each Merchant and only in order to prevent the occurrence of an Event of Default (as described in Section 30). If an Event of Default takes place under Section 30, then each Merchant irrevocably appoints ALPINE 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 ALPINE from each Merchant, including without limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to ALPINE; and (iv) to file any claims or take any action or institute any proceeding which ALPINE may deem necessary for the collection of any of the unpaid Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount. 16. Protections Against Default. The following Protections 1 through 6 may be invoked by ALPINE, immediately and without notice to any Merchant if any Event of Default listed in Section 30 has occurred. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. ALPINE may enforce the provisions of the Guarantee against Guarantor. Protection 3. ALPINE may enforce its security interest in the Collateral identified in Section 29. Protection 4. ALPINE may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. ALPINE may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this Agreement. Protection 7. ALPINE will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant’s credit card and/or check processor and account debtor(s) of the sale of Receivables hereunder and to direct such credit card processor and account debtor(s) to make payment to ALPINE of all or any portion of the amounts received by such credit card processor and account debtor(s) on behalf of each Merchant. Each Merchant hereby grants to ALPINE an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints ALPINE and its representatives as each Merchant’s attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor and account debtor(s) to make payment to ALPINE as contemplated by this Section. 17. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant and/or as Owner, in respect of himself or herself personally, authorizes ALPINE to disclose information concerning each Merchant, Owner and/or Guarantor’s credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and Owner hereby waives to the maximum extent permitted by law any claim for damages against ALPINE or any of its affiliates relating to any (i) investigation undertaken by or on behalf of ALPINE as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. 18. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by ALPINE, including this Agreement and any other ALPINE documents (collectively, “Confidential Information”) are proprietary and confidential information of ALPINE. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of ALPINE to any person other than an attorney, accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of advising any Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising any Merchant and first agrees in writing to be bound by the terms of this Section 18. 19. D/B/As. Each Merchant hereby acknowledges and agrees that ALPINE may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between ALPINE and each Merchant, including I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ RYAN DAVID COFFMAN JONES OWNER 8/23/2023 Name: ____________________ Title: ____________________ Date: ______________ FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 DocuSign Envelope NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 Page 6 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT the filing of UCC-1 financing statements and other notices or filings. 20. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements, copies of which have been furnished to ALPINE, and future statements which will be furnished hereafter at the request of ALPINE, fairly represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise ALPINE of any material adverse change in its financial condition, operation, or ownership that may have an effect on any Merchant’s ability to generate Receivables or perform its obligations under this Agreement. 21. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently engaged. 22. Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this Agreement on behalf of each Merchant has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 23. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without ALPINE’s prior written consent, change its Processor, add terminals, change its financial institution or bank account, or take any other action that could have any adverse effect upon any Merchant’s obligations under this Agreement. 24. Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name other than as disclosed to ALPINE or change any place(s) of its business without giving prior written notice to ALPINE. 25. No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it. 26. Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to the interests of ALPINE, other than any for which ALPINE has actual or constructive knowledge or inquiry notice as of the date of this Agreement. 27. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than ALPINE any arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without the prior written consent of ALPINE. 28. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family, or household purposes. 29. Security Interest. To secure each Merchant’s performance obligations to ALPINE under this Agreement and any future agreement with ALPINE, each Merchant hereby grants to ALPINE a security interest in collateral (the “Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts‐receivable, and other receivables, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest granted to ALPINE under any other agreement between any Merchant or I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ RYAN DAVID COFFMAN JONES OWNER Name: ____________________ Title: ____________________ Date: ______________ 8/23/2023 FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 DocuSign Envelope NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 Page 7 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT Guarantor and ALPINE (the “Cross‐Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross‐Collateral, as applicable. Each Merchant agrees to execute any documents or take any action in connection with this Agreement as ALPINE deems necessary to perfect or maintain ALPINE’s first priority security interest in the Collateral and the Cross‐Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes ALPINE to file any financing statements deemed necessary by ALPINE to perfect or maintain ALPINE’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to ALPINE with respect to the Collateral and the Cross‐Collateral, and that any subsequent lienor may be tortiously interfering with ALPINE’s rights. Each Merchant shall be liable for and ALPINE may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by ALPINE in protecting, preserving, and enforcing ALPINE’s security interest and rights. Each Merchant further acknowledges that ALPINE may use another legal name and/or D/B/A or an agent when designating the Secured Party when ALPINE files the above‐referenced financing statement(s). 30. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur: (1) Any representation or warranty by any Merchant to ALPINE proves to have been made intentionally false or misleading in any material respect when made; (2) Any Merchant causes any ACH debit to the Account by ALPINE to be blocked or stopped without providing any advance written notice to ALPINE with an alternative method for ALPINE to collect the blocked or stopped payment, which notice may be given by e-mail to Ops@Alpineadvance.net; (3) Any Merchant intentionally prevents ALPINE from collecting any part of the Receivables Purchased Amount; or (4) Any Merchant causes any ACH debit to the Account by any person or entity other than ALPINE to be stopped or otherwise returned that would result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide ALPINE with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or otherwise returned, which notice may be given by e-mail to Ops@Alpineadvance.net. 31. Remedies. In case any Event of Default occurs and is not waived, ALPINE may proceed to protect and enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained herein, or to enforce the discharge of each Merchant’s obligations hereunder, or any other legal or equitable right or remedy. All rights, powers, and remedies of ALPINE in connection with this Agreement, including each Protection listed in Section 16, may be exercised at any time by ALPINE after the occurrence of an Event of Default, are cumulative and not exclusive, and will be in addition to any other rights, powers, or remedies provided by law or equity. In case any Event of Default occurs and is not waived, ALPINE may elect that Merchant(s) be required to pay to ALPINE 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses incurred by ALPINE in connection with recovering the unpaid balance of the Receivables Purchased Amount (“Reasonable Expenses”), and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a reasonable relationship to ALPINE’s actual expenses incurred in connection with recovering the unpaid balance of the Receivables Purchased Amount. 32. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, except that Merchant(s) shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of ALPINE, which consent may be withheld in ALPINE’s sole discretion. ALPINE may assign, transfer, or sell its rights under this Agreement, including, without limitation, its rights to receive the Receivables Purchased Amount, and its rights under Section 29 of this Agreement, the Guarantee, and any other agreement, instrument, or document executed in connection with the transactions contemplated by this Agreement (a “Related Agreement”), or delegate its duties hereunder or thereunder, either in whole or in part. From and after the effective date of any such assignment or transfer by ALPINE, whether or not any Merchant has actual notice thereof, this Agreement and each Related Agreement shall be deemed amended and modified (without the need for any further action on the part of any Merchant or ALPINE) such that the assignee shall be deemed a party to this Agreement and any such Related Agreement and, to the extent provided in the assignment document between ALPINE and such assignee (the “Assignment Agreement”), have the rights and obligations of ALPINE under this Agreement and such Related Agreements with respect to the portion of the Receivables Purchased Amount set forth in such Assignment Agreement, including but not limited to rights in the Receivables, Collateral and Additional Collateral, the benefit of each Guarantor’s guaranty regarding the full and prompt I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ RYAN DAVID COFFMAN JONES OWNER 8/23/2023 Name: ____________________ Title: ____________________ Date: ______________ FILED: NEWID: 01FAAE68-F7E2-4DE0-A897-810E9310A6BA YORK COUNTY CLERK 02/15/2024 10:03 AM INDEX NO. 650816/2024 DocuSign Envelope NYSCEF DOC. NO. 4 RECEIVED NYSCEF: 02/15/2024 Page 8 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT performance of every obligation that is a subject of the Guarantee, ALPINE’s rights under Section 16 of this Agreement (Protections Against Default), and to receive damages from any Merchant following a breach of this Agreement by any Merchant. In connection with such assignment, ALPINE may disclose all information that ALPINE has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon ALPINE’s request. 33. Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by certified mail, return receipt requested, or by overnight delivery with signature confirmation to the respective parties to this Agreement at their addresses set forth in this Agreement and shall become effective only upon receipt. Written notice may also be given to any Merchant or Guarantor by e-mail to the E-mail Address listed on the first page of this Agreement or by text message to the Phone Number listed on the first page of this Agreement if that phone number is for a mobile phone. Each Merchant and each Guarantor must set its spam or junk mail filter to accept e-mails sent by Ops@Alpineadvance.net and its domain. This Section is not applicable to service of process or notices in any legal proceedings. 34. Choice of Law. Each Merchant acknowledges and agrees that this Agreement was made in the State of Connecticut, that the Purchase Price is being paid by ALPINE in the State of Connecticut, that the Receivables Purchased Amount is being delivered to ALPINE in the State of Connecticut, and that the State of Connecticut has a reasonable relationship to the transactions encompassed by this Agreement. This Agreement, any dispute or claim relating hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between ALPINE and each Merchant, and the relationship between ALPINE and each Guarantor will be governed by and construed in accordance with the laws of the State of Connecticut, without regard to any applicable principles of conflict of laws. Each Merchant agrees that the provisions of Chapter 22.1 of Title 6.2 of the Virginia Code are not applicable to this Agreement unless a merchant has a principal place of business located in the Commonwealth of Virginia and there is no applicable exemption to the statute. Each Merchant agrees that the provisions of Division 9.5 of the California Financial Code are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of California or if there is any applicable exemption to the statute. Each Merchant agrees that the provisions of Chapter 27 of Title 7 of the Utah Code are not applicable to this Agreement if the transactions contemplated by this Agreement are not consummated in the State of Utah. 35. Venue and Forum Selection. Any litigation, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving ALPINE on one side and any Merchant or any Guarantor on the other must be commenced and maintained in any court located in the County of Fairfield in the State of Connecticut (the “Acceptable Forums”). The parties agree that the Acceptable Forums are convenient, submit to the jurisdiction of the Acceptable Forums, and waive any and all objections to the jurisdiction or venue of the Acceptable Forums. If any litigation is initiated in any other venue or forum, the parties waive any right to oppose any motion or application made by any party to transfer such litigation to an Acceptable Forum. Notwithstanding any provision in this Agreement to the contrary, in addition to the Acceptable Forums, any application to obtain injunctive relief in aid of arbitration or to confirm an arbitration award for an arbitration conducted in the State of New York may be made in the Supreme Court of New York for Nassau County or the Civil Court of the City of New York for New York County and any action or proceeding to enforce a j