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Filing # 194000287 E-Filed 03/14/2024 10:18:24 AM
IN THE CIRCUIT COURT FOR THE FIRST JUDICIAL CIRCUIT
IN AND FOR ESCAMBIA COUNTY, FLORIDA
CIVIL DIVISION
MMP CAPITAL, LLC, as Assignee of Me and
My Pal, Inc., and MMP CAPITAL, INC.,
Plaintiffs,
v CASE NO.:
ALC CONSULTING LIMITED LIABILITY
COMPANY and ALICIA L. CHEN,
Defendants.
/
COMPLAINT FOR DAMAGES AND
FORECLOSURE OF SECURITY INTEREST
Plaintiffs, MMP CAPITAL, LLC, as Assignee of Me and My Pals, Inc. ("MMP LLC"),
and MMP CAPITAL, INC. ("MMP INC") (jointly, "Plaintiffs"), hereby file this Complaint against
Defendants, ALC CONSULTING LIMITED LIABILITY COMPANY ("ALC") and ALICIA L.
CHEN ("Chen") (jointly, "Defendants"), and state as follows:
1 This is an action for damages in excess of $50,000.00, exclusive of interest, costs,
and attorneys’ fees, for breach of contract and breach of guarantee or, alternatively, for quantum
meruit, unjust enrichment, and money lent by MMP LLC against Defendants, and for foreclosure
of MMP INC's security interest in certain collateral as further described herein.
2. MMP LLC is a Delaware limited liability company with its principal place of
business in New York and regularly conducts business in the state of Florida.
3 MMP INC is a New York corporation with its principal place of business in New
York and regularly conducts business in the state of Florida.
4 ALC is a dissolved Florida limited liability company with is principal place of
business located in Escambia County, Florida.
5 Chen is an individual residing in Escambia County, Florida.
6. Venue is proper because Defendants reside in Escambia County, Plaintiffs’ claims
for damages and equitable relief arise from transactions with Defendants in Escambia County, and
MMP INC seeks to foreclose its security interest in collateral that is located in Escambia County.
GENERAL ALLEGATIONS
7 On or about August 17, 2022, ALC sought to purchase certain equipment described
as an Emface Workstation, to be obtained from vendor BTL Industries, Inc. ("BTL").
8 BTL provided ALC with an invoice for the purchase of such equipment, plus tax
and shipping costs, in total amount of $363,405.00 (the "Invoice"). A true and accurate copy of
the Invoice is attached hereto as Exhibit "A".
9 ALC then provided the Invoice to Me and My Pal, Inc. ("My Pal"), a New York
corporation affiliated with Plaintiffs, to request financing for such purchase.
10. Thereafter, My Pal and ALC entered into an Equipment Finance Agreement (the
"Agreement"). A true and accurate copy of the Agreement is attached hereto as Exhibit "B" and
is incorporated by reference as though fully set forth herein.
11. In consideration of My Pal entering into the Agreement, Chen executed an
Individual Guaranty ("Guaranty") as guarantor of the Agreement. See Ex. "A" at 6.
12. The Agreement provides that My Pal would lend ALC funds to finance the Emface
Workstation (the "Collateral"), and that ALC would make monthly installment payments to My
Pal in the amount of $7,998.97 for a term of sixty (60) months.
13. The Agreement also defines specific conditions under which ALC would be in
default thereof, including if: (i) ALC fails to make payment under the Agreement when due; (ii)
ALC ceases doing business, admits its inability to pay its debts, or files a bankruptcy petition; (iii)
ALC breaches any obligation under the Agreement; (iv) a writ or order of attachment or execution
or other legal process is levied on or charged against the Collateral and not released or satisfied
within 10 days; or (v) any of the above-listed events occur with respect to the guarantor of the
Agreement.
14. The Guaranty provides that Chen "unconditionally and irrevocably guarantee[s]
[ALC}'s faithful and full performance of all [Agreement] terms and conditions, including, without
limitation, the payment of all money due and to become due under the [Agreement] plus any and
all of [My Pal]'s costs (including reasonable attorneys['] fees and litigation costs) to enforce the
[Agreement] and/or this Guaranty."
15. As further consideration and security for the Agreement, and as set forth therein,
ALC granted a "perfected, first priority security interest in the Collateral" to MMP INC.
16. To perfect such security interest in the Collateral, MMP INC caused to be filed in
the Florida Secured Transaction Registry, a Uniform Commercial Code Financing Statement
Form, dated August 17, 2022, as Instrument No. 20220268453X, and a UCC Financing Statement
Amendment (collectively referred to as the "Financing Statements"), restating the listed collateral
and amending an error in MMP INC's address. A true and accurate copy of the combined
Financing Statements is attached hereto as Exhibit "C".
17. On or about August 18, 2022, pursuant to the Agreement, My Pal provided a loan
to ALC for the purchase of the Collateral, with the total amount financed under the Agreement of
$479,938.20, including interest and finance charges.
18. At the time of entering into the Agreement, ALC was an active Florida limited
liability company. A true and accurate copy of ALC's entity information, as found through the
Florida Division of Corporations website on June 11, 2022, is attached hereto as Exhibit "D".
19. On September 22, 2022, ALC filed Articles of Dissolution, voluntarily dissolving
the company due to its apparent insolvency. A true and accurate copy of the Articles of Dissolution
filed with the Florida Secretary of State on September 22, 2022, is attached hereto as Exhibit ''E".
20. On or about November 18, 2022, My Pal entered into an Assignment of Equipment
Financing Agreement ("Assignment") with MMP LLC, assigning all of its rights and interests in
and to the Agreement to MMP LLC, including the right to receive principal and interest payments
due and to become due on the $479,938.20 loan. A true and accurate copy of the Assignment is
attached hereto as Exhibit "'F".
21. ALC repeatedly failed to make timely monthly installment payments to My Pal and
MMP LLC, and ceased making payments altogether after February 1, 2023.
22. On April 3, 2023, ALC filed a petition for Chapter 11 Bankruptcy in the United
States Bankruptcy Court, Northern District of Florida, Case No. 23-30212-JCO. A true and
accurate copy of the Notice of Chapter 11 Bankruptcy Case received by MMP INC is attached
hereto as Exhibit "G"
23. On June 20, 2023, however, the bankruptcy court entered an Order Granting United
States Trustee's Motion to Dismiss or Convert Case ("Order"), dismissing the bankruptcy case. A
true and accurate copy of the Order is attached hereto as Exhibit "H".
24. Accordingly, no discharge of ALC's debts, including the amounts still due and
owing to MMP LLC under the Agreement, occurred.
25. Due to ALC's failure to make payments under the Agreement when due, its
voluntary dissolution, and the filing of its bankruptcy petition, ALC is in default of the Agreement,
which provides the following remedies in favor of MMP LLC, as an assignee of My Pal:
(a) terminate this [Agreement]; (b) foreclose on our security interest and
require [ALC] to immediately turn over the Collateral to us or we may
peaceably reposs ss the same without liability for trespass, and upon receipt
of the Collateral, sell the Collateral at terms we determine at one or more
private sales, and apply the net proceeds (after deducting any related
expenses) to our payment obligations, and you will remain liable for any
deficiency with any excess being retained by us; (c) declare all sums due
and to become due hereunder immediately due and payable, all future
Payments discounted at the lower of three percent (3%) or the then-current
discount rate of the Federal Reserve Bank of New York as calculated by us;
(d) sell, dispose, of, hold, or lease the Collateral; (e) exercise any other right
or remedy which may be available to us under applicable law. You shall
reimburse us for all costs we incur in enforcing our rights (including our
attorneys’ fees) and costs of repossession, repair, storage and remarketing
of the Collateral. A waiver of default will not be a waiver of any other
subsequent default.
See Ex."B" at 1.
26. ALC has paid only $35,395.57 of the financed amount,! leaving a total amount still
due and owing under the Agreement of $447,942.32, plus applicable interest and fees.
27. Despite multiple demands for payment, ALC has failed and/or refused to make any
further payments to MMP LLC for amounts due and owing under the Agreement.
28. Further, upon default, the Agreement requires ALC to reimburse MMP LLC all
costs incurred in enforcing its rights under the Agreement, including reimbursing any and all
attorneys’ fees incurred.
29. Chen has also failed and/or refused to pay MMP LLC the amount due and owing
under the Agreement, as is required under the Guaranty in which Chen personally, unconditionally,
' This amount includes prorated rent in the amount of $2,399.69, an initial documentation fee in the amount of $950.00,
and a returned ACH fee in the amount of $50.00.
and irrevocably guaranteed ALC's faithful and full performance of all of the Agreement's terms
and conditions, including the payment of all money due thereunder and all of MMP LLC's costs
in enforcing the Agreement and/or the Guaranty, including all attorneys' fees and costs, without
notice, demand or presentment.
30. Plaintiffs have retained the undersigned attorneys and have agreed to pay their
attorneys a reasonable fee for their services, all of which should be taxed and assessed against
ALC and/or Chen pursuant to the Agreement and/or the Guaranty.
31. All conditions precedent to the maintenance of this action have occurred, been met
or waived.
COUNT I
(Breach of Contract - MMP LLC against ALC)
32. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through
31 as if fully set forth herein.
33. Despite multiple demands for payment, ALC has breached the Agreement by
failing and/or refusing to pay the amounts owed under the Agreement to MMP LLC.
34. As a result of the aforementioned breach, MMP LLC has been damaged.
WHEREFORE, MMP LLC demands judgment against ALC for damages in the amount of
$447,942.32, together with pre-judgment interest, attorneys' fees pursuant to the Agreement,
recoverable costs associated with this action, and such other relief as may be appropriate under the
circumstances.
COUNT II
(Breach of Guaranty - MMP LLC against Chen)
35. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through
31 as if fully set forth herein.
36. Chen has breached the Guaranty by failing and/or refusing to pay all money due
and owing under the Agreement by ALC to MMP LLC, which amount Chen personally,
unconditionally, and irrevocably guaranteed payment.
37. As a result of the aforementioned breach, MMP LLC has been damaged.
WHEREFORE, MMP LLC demands judgment against Chen for damages in the amount of
$447,942.32, together with pre-judgment interest, attorneys' fees pursuant to the Agreement and/or
the Guaranty, recoverable costs associated with this action, and such other relief as may be
appropriate under the circumstances.
COUNT Il
(Quantum Meruit - MMP LLC against ALC)
38. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through
31 as if fully set forth herein.
39. At ALC's request, MMP LLC provided services and financing to ALC that enabled
ALC's acquisition of valuable equipment for use in its business, and MMP LLP fully expected to
be compensated for the same, commensurate with reasonable and customary rates.
40. ALC has accepted the benefits of the financing and services provided by MMP.
LLC, by taking title and ownership of the valuable equipment, and using that valuable equipment
for its business.
Al. In accepting the benefits incurred by MMP LLC, ALC knew that MMP LLP fully
expected to be compensated for the same, commensurate with reasonable and customary rates.
42. In accepting the benefits incurred by MMP LLC, ALC agreed through its words
and acts to fully compensate MMP LLC for the reasonable value for all services rendered,
commensurate with reasonable and customary rates.
43. As a result of ALC's failure to pay MMP LLC for the reasonable value for all
services rendered, MMP LLC has been damaged.
44. MMP LLC is entitled to the reasonable value for all services rendered, in an amount
not less than $447,942.32.
WHEREFORE, MMP LLC demands judgment against ALC for damages in the amount of
$447,942.32, together with pre-judgment interest, recoverable costs associated with this action,
and such other relief as may be appropriate under the circumstances.
COUNT IV
(Unjust Enrichment - MMP LLC against ALC)
45. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through
31 as if fully set forth herein.
46. MMP LLC conferred a benefit on ALC when it provided ALC with financing of
$479,938.20 for its acquisition of valuable equipment for use in its business.
47. ALC had knowledge of such benefit, as ALC requested financing from MMP LLC
based off of the Invoice for the Emface Workstation, and was provided a loan by MMP LLC.
48. ALC has voluntarily accepted and retained the full benefits of the financing
provided by MMP LLC and will be unjustly enriched if not required to fully compensate MMP
LLC for the remaining $447,942.32.
49. It is inequitable for ALC to retain any such benefits.
50. As a result of the foregoing, MMP LLC has been damaged.
WHEREFORE, MMP LLC demands judgment against ALC for damages in the amount of
$447,942.32, together with pre-judgment interest, recoverable costs associated with this action,
and such other relief as may be appropriate under the circumstances.
COUNT V
(Money Lent - MMP LLC against ALC)
51. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through
31 as if fully set forth herein.
52. ALC owes MMP LLC $447,942.32 that is due with interest since February 1, 2023,
for money lent by MMP LLC to ALC on August 18, 2022.
WHEREFORE, MMP LLC demands judgment against ALC for damages against ALC in
the amount of $447,942.32, together with pre-judgment interest, recoverable costs associated with
this action, and such other relief as may be appropriate under the circumstances.
COUNT VI
(Foreclosure of Security Interest - MMP INC against ALC)
53. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through
31 as if fully set forth herein.
54. As security and consideration for the Agreement, ALC granted MMP INC a
security interest in the Collateral.
55. To perfect such security interest in the Collateral, MMP INC caused the Financing
Statements to be filed in the Florida Secured Transaction Registry.
56. MMP INC is aware of no other party having perfected a security interest in the
Collateral and in any and all other rights to payment due and owing to MMP LLC and/or MMP
INC.
57. To the extent any unknown person or entity has or may assert an interest in the
Collateral, any such interest is subordinate and inferior to the rights and interest of MMP INC in
the Collateral through its perfected security interest.
58. Based on the foregoing, MMP INC is entitled to judgment in its favor for
enforcement and foreclosure of its security interest in all tangible and intangible property as
described above.
WHEREFORE, MMP INC demands judgment against ALC for enforcement and
foreclosure of the security interests as described in the Financing Statements, together with pre-
judgment interest, attorneys' fees pursuant to the Agreement and/or the Guaranty, recoverable costs
associated with this action, and such other relief as may be appropriate under the circumstances.
DATED: March 14, 2024. Respectfully submitted,
STINSON LLP.
/s/ Brian R. Cummings
Brian R. Cummings
Florida Bar No.: 25854
Christina A. Huckfeldt
Florida Bar No.: 1044185
100 S. Ashley Drive, Suite 500
Tampa, FL 33602
Telephone: (813) 534-7334
brian.cummings@stinson.com
christina.huckfeldt@ stinson.com
Attorneys
for Plaintiffs MMP Capital, LLC
and MMP Capital, Inc.
10
EXHIBIT “A”
INVOICE
BTL Industries, Inc.
362 Elm Street Date Invoice #
Marlborough, MA 01752 8/17/2022] 08172022-02|
Phone (866) 285-1656 Fax (888) 499-2502
www.btInet.com; info@btinet.com
Bill to: Ship to:
JALC Consuting Limited Liablty Company JALC Consuiting Limited Liabity Company
[4621 North Davis Highway 4621 North Davis Highway
JPensacola, FL 32503 Pensacola,FL. 32503,
PO Number. Rep Ship Ship Via Sales Zone
Kris Huston, [TransGroup East
Quantity Item Code. Description | Price Each | I ‘Amount
1 EMFACE EMFACE ‘785F5B000515 $349,000.00 $349,000.00
1 Shipping $1,390.00 $1,390.00}
1 Flsurtax $75.00
Subtotal $350,465.00)
Taxes so00m0% $20,940.00}
Balance Due $371,405.00}
Less: Blind Discount -$8,000.00}
Balance Due $363,405.00)
EXHIBIT “B”
CAPITAL
ey EQUIPMENT FINANCE AGREEMENT
EFA No.: 202206.49780 Date: 7/20/2022
Creditor (“we,” “us” and “our”): Me and My Pal Debtor (“you” or “your”):
19 Engineers Lane ALC CONSULTING LIMITED LIABILITY COMPANY
Farmingdale,NY 11735 4€21 North David Hwy., Pensacola, FL 32503
Equipment Supplie BTL Industries Equipment Locatior
362 ELM ST, MARLBOROUGH, MA 01752 4521 North David Hwy., Pensacola, FL 32503
Financed Equipment Descripti Emface Workstation
‘The Collateral as generally described above and herein which Creditor and Debtor agree thata more detailed description of said Collateral being financed shall be maintained by us among
our books and records in whatever more detailed description of the Collateral being financed is received from the supplier of such Collateral and, absent manifest error, such detailed
description shall be considered incorporated into this EFA and shall be provided to Debtor within a reasonable time upon request.
‘Advanced Payment (if am Term: 60 (Mos.)
Documentation Fee (if am $060.00
Monthly Installment Payment: 60 PAYMENTS @ $7,998.97
_
Agreement. Creditor agrees to lend to Debtor and you agreeto borrow from us an amount must provide that no cancellation shall be effective without thirty (30) days' prior written
for the financing of the Collateral. You authorize us to pay the supplier(s) for the Collateral. notice to us. At our request, you agree to name any party who may have a security interest in
‘You authorize us to commence this EFA. You authorize us to insertor correct information the Equipment as Lender's Loss Payee. You agree to provide proof of insurance to us upon
in this EFA, including your proper legal name, address, serial numbers and any other request. ‘ou hereby grant us a limited power of attorney allowing us to make a claim for,
information describing the Collateral. You acknowledge that the payment obligations receive payment on, and endorse or execute for our benefit any instrument representing
hereunder have commenced notwithstanding that the Collateral may not been delivered, ceeds trom any policy issued on the Equipment. IF YOU FAIL TO PROVIDE PROOF
installed or accepted by you. Amounts received by us under this EFA shall be applied as oFOBLIGATION
INSURANC! ACCEPTABLE TO US,
TO SECURE INSURANCE
WE HAVE THE RIGHT BUT NOT THE
IN SUCH FORM AND AMOUNT AS WE.
we determine. Debtor promises to pay Creditor the Payments set forth above. Upon DEEM NECESSARY AND YOU AGREE THAT IN ADDITION TO INSURANCE,
execution of this EFA, you will deliverto us the Advance Payment as set forth above, which PREMIUMS WE MAY CHARGE YOU INTEREST AT 2% PER MONTH AND/OR AN
you agree is non-refundable. To the extent permitted by law, we may charge you a fee not ADMINISTRATIVE FEE WHICH MAY RESULT IN A PROFIT TO US. YOU
to exceed $950, plus any applicable sales/use tax, to cover documentation and credit UNDERSTAND THAT IF WE PROCURE INSURANCE YOU MAY PAY MORE THAN,
investigation costs. Payments may be adjusted upward or downward no more than fifteen IF YOU HAD PROCURED INSURANCE AND THE INSURANCE MAY NOT NAME
percent (15%) to reflect actual cost. The first Payment is due at the commencement of YOU AS AN INSURED AND MAY NOT FULLY PROTECT YOU IN THE EVENT OF
Creditor’s applicable billing cycle as specified by the Creditor, each subsequent Payment is A LOSS. YOU AGREE THAT DISPUTES REGARDING INSURANCE OR FI
due on the same date of each preceding month until all Payments have been received by CHARGED FOR PROCURING INSURANCE WILL BE DETERMINED BY
Creditor. Each date a Payment is due is a “Due Date” and along with the Payment due on the .RBITRATION CONDUCTED IN NASSAU COUNTY, NEW YORK UNDER THE.
first Due Date, Debtor agrees to pay us a prorated payment for an amount equal to 1/30th RULES OF THE AMERICAN ARBITRATION ASSOCIATION.
of the Payment amount for cach day calculated from the date Creditor paid the vendor Debtor Indemnification. You hereby agree to defend, indemnify and hold us and our agents,
until the first Due Date (the “Prorated Payment”). The Prorated Payment shall be due upon successors, assignees and employees harmless from any and all liability, damage, penalty,
execution of this EFA. Any amount not paid when due is subject to a late charge of the claims, actions, expenses, disbursements or loss, including attomeys’ fees and court costs,
greater of fifty dollars ($50.00) or ten percent (10%) ofsuch delinquent amount, but not arising out ofor relating to this EFA, liabilities you have assumed hereunder, and the purchase,
more than the highest rate allowed by law. You acknowledge and agree that you shall bear sale, financing, ownership, selection, installation, design, licensing, possession, operation,
sole responsibility for and shall have no claim against and Lender shall have no liability in control, use, maintenance, servicing, repair, storage, shipment, transportation or delivery of
the event the Coilateral is: (a) not delivered; (b) damaged during transit (c) not properly the Collateral. The indemnities contained herein shall survive the expiration or other
installed or functioning upon installation; (d) defective or otherwise fails to perform in termination of thisEFA.
accordance with Supplier's specifications; or (e) otherwise unacceptable to you for any Default and Remedies. If any one of the foll ng occurs, you will be in default: (i) you fail
other reason. to pay any amount under this EFA when due; ‘you cease doing business, admit your inability
information; Credit Reports. YOU AUTHORIZE US AND OUR ASSIGNEES TO to pay your debts, or you file or have filed against you a petition under the Bankruptcy Code;
OBTAIN CREDIT REPORTS AND MAKE CREDIT INQUIRIES AS WE DEEM (iii) you breach any other obligation contained in this EFA; (iv) a writ or order of attachment
NECESSARY. We will inform you upon request if we have sought a consumer credit or execution or other legal process is levied on or charged against the Collateral which is not
report and the name and address of any credit reporting agency that provided a report. You released or satisfied within 10 days; or (v) any ofthe above events of default occurwith respect
agree that we may request and use additional credit reports to update our information to any guarantor. Upon your default, we may do any of the following: (a) terminate this EFA;
without further notice to you as long as you have obligations under this Agreement. Upon (b) foreclose on our security interest and require you to immediately tun over the Collateral to
‘our request, you agree to provide us with statements setting forth your financial condition us, or we may peaceably repossess the same without liability for trespass, and upon receipt
and operations. You warrant that all information you have and will deliver to us, including of the Collateral, sell the Collateral at terms we determine at one or more private sales, and
the information in this Agreement, is true, accurate and correct and you acknowledge that apply the net proceeds (after deducting any related expenses) to your payment obligations,
we are relying on such information to enter into this Agreement. and you will remain liable for any deficiency with any excess being retained by us; (c) declare
Grant of Security Interest, You hereby grant us a perfected, first priority seourity interest all sums due and to become due hereunder immediately due and payable, all future Payments
in the Collateral, all accession and additions thereto, replacements or substitutions thereof, discounted at the lower of three percent (3%) or the then-current discount rate of the Federal
and all proceeds to secure all of your obligations under this EFA. Reserve Bank of New York as calculated by us; (d) sell, dispose of, hold, or lease the
Collateral; (c) exercise any other right or remedy which’ may be available to us under
.er_ of Warranti and Claims. We make no representation or warranty to any applicable law. You shall reimburse us for all costs we incur in enforcing ourri hts (including
matter whatsoever including the merchantability or fitness for particular purpose of the
Collateral. This EFA is irrevocable. Your obligation to pay all amounts hereunder is
our attorneys’ fees) and costs of repossession, repair, storage and remarketingof f ‘the Collateral.
A waiver ofdefault will not be a waiver of any other subsequent default.
non-cancellable, absolute, and unconditional and will not be subject to any reduction, General. This EFA shall be governed and construed under the laws of the State of New
setoff, defense, counterclaim, deferment or recoupment for any reason, even if the York (NY), without reference to its principle of conflicts of laws and is deemed to have been
Collateral is damaged, destroyed or defective. You acknowledge you selected the performed in Nassau County, NY. You submit to the jurisdiction of NY and agree that the
Collateral and the supplier and your supplier is not our agent, nor are we their agent. You state and federal courts sifting in Nassau County, New York, shall have the exclusive
acknowledge that no one, including the supplier, has been authorized to waive or change jurisdiction over any action or proceeding to enforce this BFA or any action or proceeding
any term or condition of this EFA. No representation by the supplier as to any matter shall arising under this EFA. You acknowledge the jurisdiction may change at the sole discretion of
bind us or affect your duty to pay all amounts and perform all obligations hereunder. You Me and My Pal’s successors and/or assigns. You waive any objection based upon improper
will use the Collateral for commercial purposes only, in compliance with the law and not venue and/or forum non-conveniens. You irrevocably grant us the right to make such filings
for any personal, family or household use. under the UCC as we deem necessary. In addition to any late charges described herein, you
Collateral. You will not modify or change the location of the Collateral without our prior agree to pay us interest on all past due amounts at the lower of 1.5% per month or the highest
consent and allow us to inspect it upon our request. At your expense, you will maintain the rate allowedby law. You will not assign your rights under this EFA, or permit the Collateral to
Collateral in good operating condition and repair. You will keep the Collateral free and be used by anyone but you. We may assign this EFA, in whole or in part, without notice to
clear
of all liens and encumbrances. Titled Collateral will be titled and/or registered as we you or your consent. You agree that our assignee will have the same rights and benefits that
direct. You are responsible for any damage or destruction to the Collateral. You will at our ‘Wwe have now, but will not be subject to any claims, defenses or set offs that you may have
election repair the Collateral at your expense or pay to us all amounts then due and owing againstus. This EFA sets forth the entire understanding of the parties with respect to its subject,
plus the total of all unpaid Payments for the Term, discounted at the lower of 3% or the then matter and may only be amended in writing signed by both parties, except as otherwise
current discount rate of the Federal Reserve Bank of New York as calculated byus. stated in the section above titled “Agreement.” You represent and warrant to us that (i) this
Fees and Taxes. You agree to pay when due and to hold us harmless from all taxes, interest EFA constitutes a legal, valid, and binding obligation, enforceable against you in accordance
and penalties relating to this EFA and the Collateral (“Taxes”) and reimburse us for those with its terms; (ii) you have the ability to perform all of your ligations under this EFA;and
Taxes we pay on your behalf. If we pay any of the above for you, you agree to reimburse Gi) all information conveyed to us in connection with this 'A and all related documents
us and pay us a processing fee for each payment we make on your behalf. In addition, you whether by you, a guarantor, a supplier or any other person, is true, accurate, complete and
also agree to pay us any filing fees prescribed by the Uniform Commercial Code (UCC) or not misleading. This EFA may be executed in separate counterparts, which together shall be
other law and reimburse us for all costs and expenses involved in documenting and
the same instrument. You agree this EFA may be signed electronically pursuant to the
Electronic Signatures in Global and National Commerce Act and other applicable law. All
servicing this transaction. You also acknowledge that in addition to the other obligations
due under this EFA, we may assess and you may be required to pay additional taxes and/or fees may not only cover our costs but may include a profit. As long as you are not in default
fees including an invoice fee. Such fees may not only cover our costs, they may also include under this EFA, you may repay this EFA by paying an amount equal fo the sum of any and
aprofit. all remaining Payments and any and all other fees currently due and payable. If Debtor
constitutes more than one person, the liability of each shall be joint and several. A copy of
Insurance. You agree to obtain and maintain at your expense property insurance for the this EFA (whether delivered by facsimile, in portable document format (PDF) or otherwise)
full replacement value of the Equipment, protecting the Equipment against Loss, and shall be deemed an original for all purposes. Any notice given hereunder shall be in writing
liability insurance, in an amount acceptable to us, but in no event less than $1,000,000 and deemed given two business days after being deposited with the US Postal Service, first
covering any injury, death or third-party property damage arising out of or relating to use class postage prepaid, and addressed to the Debtor or Creditor (as the case may be) at its
of the Equipment. If the Equipment must be titled under title registration laws ("Mobile") address set for above, or such other address given to the sender by written notice. Me and My
thenyou shall obtain and maintainall riskphysical damage insurance. All insurance policies Pal, Inc. is a registered New York corporation. Each party waives any right to a jury trial.
PAI sia2n21
EQUIPMENT FINANCE AGREEMENT
one PYad EFA No.: ___202206.49780 __ Date: _ 7/20/2022
By signing below, Debtor hereby irrevocably accepts the Collateral under the EFA and irrevocably authorizes Creditor to pay the supplier on behalf of the Debtor.
Soa
The person executing this EFA is authorized to do so, making this EFA the valid binding act of the Debtor.
Debtor: ALC CONSULTING LI ‘Accepted by Me and My Pal, Inc.
aD) a
te
By: > Y
Print Name: Alicia Chen a Rael JOHN-PAUL SMOLENSK!
Title: Member [ pate 2/ 1/72. Title: PRESIDENT
Debtor Tax ID: 87-0772434 Date: LL { ee 22
= =
GUARANTY: In consideration of Creditor entering into the EFA, the undersigned, together and separately, unconditionally, personally and irrevocably guarantee to Creditor
the prompt payment and performance of all Debtor's obligations under the EFA. You agree that this is a guaranty of payment, not collection, and that Creditor can proceed
directly against you without first proceeding against Creditor or the Collateral. You waive notice of acceptance, acceleration and default and all defenses, including protest,
presentment and demand. Creditor may renew, extend or otherwise change the terms of the EFA without notice to you and you will be bound by such changes, and you will pay
all of Creditor’s costs of enforcement and collection, including reasonable attorneys’ fees. This Guaranty is binding on your heirs, administrators, representatives, successors and
assigns and survives the insolvency, bankrupte:
vei inp
ym bankryy -y of Debtor. THIS GUARANTY WILL BE GOVERNED BY NEW YORK LAW. YOU AGREE TO
JURISDICTION AND VENUE IN THE ST, DBRAL, ‘TS AS SET FORTH IN THE EFA.
Guarantor’s Signature:
HD I)1 Bo Print Name: Alicia Chen Date,)) 1 /22_
Guarantor’s Signature: > Vv Print Name: Date:
AUTHORIZATION FOR ACH PAYMENTS: Debtor hereby authorizes and requesis ME AND MY PAL, INC. (“Creditor”), and/or its successors or assigns, to initiate
electronic debit entries or effect a change by any other commercially accepted practice, to the account indicated below, and hereby authorize the named below financial institution
(“Bank”) to honor the debit entries initiated by Creditor or its assignee and debit the same to such account. This authorization is to remain in full force and effect until such time
that Creditor has received written notification from Debtor of its termination in such time and in such manner as to afford Creditor and the Bank a reasonable opportunity to act
on same. Debtor understands that the withdrawal of this authorization without the written consent of Creditor shall constitute default of the Equipment Finance Agreement for
which this payment is being made,
Debtor Bank Name: (20° a ons Ba A WwNn} Bank Phone #: ( )
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Address: City: State: Lip:
Name on Account: Ayn DOL LLG ABA # Bank Account a
By:> Print Name: Alicia Chen Title: Member Dates /| | / Z
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PLEASE COMPLETE THE BELOW STATEMENT OF AUTHORITY IF APPLICABLE.
CORPORATE OR LIMITED LIABILITY COMPANY STATEMENT OF AUTHORITY
This Statement of Authority is executed pursuant to the Business Corporations Act or Limited Liability Company
Act (as the case may be) of the state of, FL
Regarding, ALC CONSULTING LIMITED LIABILITY COMPANY. (the “Company”).
The following persons are the Directors or Officers of the Company or Members, Managers or Officers of the Company (as the case may be) and have full power and authority
to act on behalf of the Company and execute all instruments on behalf of the Company and to any contract, including, but not limited to, this Baypment Finance Agreement.
Signature
Print Name Title
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Alicia Chen Member »
The authority ofthe foregoing persons to bind the Company is not limited.
Executed this! ott AQ, wo Z2-
Print Name: Alicia Chen Title: Member
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PALSIG2021
EQUIPMENT FINANCE AGREEMENT
we
»MMP
UR PTTRG EFA No.: 202206.49780 Date: 7/20/2022
RE: Security Agreement and Promissory Note dated. 7/20/2022 between Signature Financial LLC
as Secured Party, and. ALC CONSULTING LIMITED LIABILITY COMPANY as Debtor.
In connection with the above referenced Agreement, you are hereby irrevocably authorized to disburse the
following sum(s) to the following Payee(s):
Payee Amount
BTL Industries $349,000.00
(Plus Applicable Freight & Sales Tax)
(Plus Applicable Freight & Sales Tax)
Debtor hereby authorizes Secured party to insert in the above referenced Note, the commencement date of
installment repayments, which date shall be 30 days after the date the Secured Party remits payment pursuant
to this Pay Proceeds authorization (unless otherwise noted).
-
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L
By:
Name: Alicia Chen
3/11 s.
Date: eepi {2 2
PALSIG2021
>? MMP
CAPITAL
EQUIPMENT FINANCE AGREEMENT
EFA No.:. 202206.49780 Date: 712012022
EQUIPMENT ACCEPTANCE CERTIFICATE
Customer Name ‘Customer Number Transaction Number
ALC CONSULTING LIMITED LIABILITY COMPANY
This certificate (the Acceptance Certificate) is entered into by the undersigned Customer (also you or your) in favor of Me and My
Pal, Inc. (also we, us and our) in connection with the EFA, Lease, and/or other financing agreement identified by the Transaction
Number above (the Agreement). Any defined term not otherwise described herein shall have the same meaning ascribed to it in the
Agreement or the other documents related thereto.
As of the Acceptance Date set forth below, you hereby confirm that (i) the equipment listed in the attached Schedule A (the
Equipment) has been delivered to you, installed, and/or is operating as intended, (ii) you unconditionally and irrevocably
accept such Equipment and (iii) you understand and agree to be responsible for, perform and comply with, all of the
obligations, terms and conditions of the Agreement and related documents.
In connection with your acceptance of the Equipment, you acknowledge and agree to the following:
1 You selected the Equipment, accept it AS IS and WE MAKE NO EXPRESS OR IMPLIED WARRANTIES AS TO ITS
Preview
Filing # 194000287 E-Filed 03/14/2024 10:18:24 AM IN THE CIRCUIT COURT FOR THE FIRST JUDICIAL CIRCUIT IN AND FOR ESCAMBIA COUNTY, FLORIDA CIVIL DIVISION MMP CAPITAL, LLC, as Assignee of Me and My Pal, Inc., and MMP CAPITAL, INC., Plaintiffs, v CASE NO.: ALC CONSULTING LIMITED LIABILITY COMPANY and ALICIA L. CHEN, Defendants. / COMPLAINT FOR DAMAGES AND FORECLOSURE OF SECURITY INTEREST Plaintiffs, MMP CAPITAL, LLC, as Assignee of Me and My Pals, Inc. ("MMP LLC"), and MMP CAPITAL, INC. ("MMP INC") (jointly, "Plaintiffs"), hereby file this Complaint against Defendants, ALC CONSULTING LIMITED LIABILITY COMPANY ("ALC") and ALICIA L. CHEN ("Chen") (jointly, "Defendants"), and state as follows: 1 This is an action for damages in excess of $50,000.00, exclusive of interest, costs, and attorneys’ fees, for breach of contract and breach of guarantee or, alternatively, for quantum meruit, unjust enrichment, and money lent by MMP LLC against Defendants, and for foreclosure of MMP INC's security interest in certain collateral as further described herein. 2. MMP LLC is a Delaware limited liability company with its principal place of business in New York and regularly conducts business in the state of Florida. 3 MMP INC is a New York corporation with its principal place of business in New York and regularly conducts business in the state of Florida. 4 ALC is a dissolved Florida limited liability company with is principal place of business located in Escambia County, Florida. 5 Chen is an individual residing in Escambia County, Florida. 6. Venue is proper because Defendants reside in Escambia County, Plaintiffs’ claims for damages and equitable relief arise from transactions with Defendants in Escambia County, and MMP INC seeks to foreclose its security interest in collateral that is located in Escambia County. GENERAL ALLEGATIONS 7 On or about August 17, 2022, ALC sought to purchase certain equipment described as an Emface Workstation, to be obtained from vendor BTL Industries, Inc. ("BTL"). 8 BTL provided ALC with an invoice for the purchase of such equipment, plus tax and shipping costs, in total amount of $363,405.00 (the "Invoice"). A true and accurate copy of the Invoice is attached hereto as Exhibit "A". 9 ALC then provided the Invoice to Me and My Pal, Inc. ("My Pal"), a New York corporation affiliated with Plaintiffs, to request financing for such purchase. 10. Thereafter, My Pal and ALC entered into an Equipment Finance Agreement (the "Agreement"). A true and accurate copy of the Agreement is attached hereto as Exhibit "B" and is incorporated by reference as though fully set forth herein. 11. In consideration of My Pal entering into the Agreement, Chen executed an Individual Guaranty ("Guaranty") as guarantor of the Agreement. See Ex. "A" at 6. 12. The Agreement provides that My Pal would lend ALC funds to finance the Emface Workstation (the "Collateral"), and that ALC would make monthly installment payments to My Pal in the amount of $7,998.97 for a term of sixty (60) months. 13. The Agreement also defines specific conditions under which ALC would be in default thereof, including if: (i) ALC fails to make payment under the Agreement when due; (ii) ALC ceases doing business, admits its inability to pay its debts, or files a bankruptcy petition; (iii) ALC breaches any obligation under the Agreement; (iv) a writ or order of attachment or execution or other legal process is levied on or charged against the Collateral and not released or satisfied within 10 days; or (v) any of the above-listed events occur with respect to the guarantor of the Agreement. 14. The Guaranty provides that Chen "unconditionally and irrevocably guarantee[s] [ALC}'s faithful and full performance of all [Agreement] terms and conditions, including, without limitation, the payment of all money due and to become due under the [Agreement] plus any and all of [My Pal]'s costs (including reasonable attorneys['] fees and litigation costs) to enforce the [Agreement] and/or this Guaranty." 15. As further consideration and security for the Agreement, and as set forth therein, ALC granted a "perfected, first priority security interest in the Collateral" to MMP INC. 16. To perfect such security interest in the Collateral, MMP INC caused to be filed in the Florida Secured Transaction Registry, a Uniform Commercial Code Financing Statement Form, dated August 17, 2022, as Instrument No. 20220268453X, and a UCC Financing Statement Amendment (collectively referred to as the "Financing Statements"), restating the listed collateral and amending an error in MMP INC's address. A true and accurate copy of the combined Financing Statements is attached hereto as Exhibit "C". 17. On or about August 18, 2022, pursuant to the Agreement, My Pal provided a loan to ALC for the purchase of the Collateral, with the total amount financed under the Agreement of $479,938.20, including interest and finance charges. 18. At the time of entering into the Agreement, ALC was an active Florida limited liability company. A true and accurate copy of ALC's entity information, as found through the Florida Division of Corporations website on June 11, 2022, is attached hereto as Exhibit "D". 19. On September 22, 2022, ALC filed Articles of Dissolution, voluntarily dissolving the company due to its apparent insolvency. A true and accurate copy of the Articles of Dissolution filed with the Florida Secretary of State on September 22, 2022, is attached hereto as Exhibit ''E". 20. On or about November 18, 2022, My Pal entered into an Assignment of Equipment Financing Agreement ("Assignment") with MMP LLC, assigning all of its rights and interests in and to the Agreement to MMP LLC, including the right to receive principal and interest payments due and to become due on the $479,938.20 loan. A true and accurate copy of the Assignment is attached hereto as Exhibit "'F". 21. ALC repeatedly failed to make timely monthly installment payments to My Pal and MMP LLC, and ceased making payments altogether after February 1, 2023. 22. On April 3, 2023, ALC filed a petition for Chapter 11 Bankruptcy in the United States Bankruptcy Court, Northern District of Florida, Case No. 23-30212-JCO. A true and accurate copy of the Notice of Chapter 11 Bankruptcy Case received by MMP INC is attached hereto as Exhibit "G" 23. On June 20, 2023, however, the bankruptcy court entered an Order Granting United States Trustee's Motion to Dismiss or Convert Case ("Order"), dismissing the bankruptcy case. A true and accurate copy of the Order is attached hereto as Exhibit "H". 24. Accordingly, no discharge of ALC's debts, including the amounts still due and owing to MMP LLC under the Agreement, occurred. 25. Due to ALC's failure to make payments under the Agreement when due, its voluntary dissolution, and the filing of its bankruptcy petition, ALC is in default of the Agreement, which provides the following remedies in favor of MMP LLC, as an assignee of My Pal: (a) terminate this [Agreement]; (b) foreclose on our security interest and require [ALC] to immediately turn over the Collateral to us or we may peaceably reposs ss the same without liability for trespass, and upon receipt of the Collateral, sell the Collateral at terms we determine at one or more private sales, and apply the net proceeds (after deducting any related expenses) to our payment obligations, and you will remain liable for any deficiency with any excess being retained by us; (c) declare all sums due and to become due hereunder immediately due and payable, all future Payments discounted at the lower of three percent (3%) or the then-current discount rate of the Federal Reserve Bank of New York as calculated by us; (d) sell, dispose, of, hold, or lease the Collateral; (e) exercise any other right or remedy which may be available to us under applicable law. You shall reimburse us for all costs we incur in enforcing our rights (including our attorneys’ fees) and costs of repossession, repair, storage and remarketing of the Collateral. A waiver of default will not be a waiver of any other subsequent default. See Ex."B" at 1. 26. ALC has paid only $35,395.57 of the financed amount,! leaving a total amount still due and owing under the Agreement of $447,942.32, plus applicable interest and fees. 27. Despite multiple demands for payment, ALC has failed and/or refused to make any further payments to MMP LLC for amounts due and owing under the Agreement. 28. Further, upon default, the Agreement requires ALC to reimburse MMP LLC all costs incurred in enforcing its rights under the Agreement, including reimbursing any and all attorneys’ fees incurred. 29. Chen has also failed and/or refused to pay MMP LLC the amount due and owing under the Agreement, as is required under the Guaranty in which Chen personally, unconditionally, ' This amount includes prorated rent in the amount of $2,399.69, an initial documentation fee in the amount of $950.00, and a returned ACH fee in the amount of $50.00. and irrevocably guaranteed ALC's faithful and full performance of all of the Agreement's terms and conditions, including the payment of all money due thereunder and all of MMP LLC's costs in enforcing the Agreement and/or the Guaranty, including all attorneys' fees and costs, without notice, demand or presentment. 30. Plaintiffs have retained the undersigned attorneys and have agreed to pay their attorneys a reasonable fee for their services, all of which should be taxed and assessed against ALC and/or Chen pursuant to the Agreement and/or the Guaranty. 31. All conditions precedent to the maintenance of this action have occurred, been met or waived. COUNT I (Breach of Contract - MMP LLC against ALC) 32. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through 31 as if fully set forth herein. 33. Despite multiple demands for payment, ALC has breached the Agreement by failing and/or refusing to pay the amounts owed under the Agreement to MMP LLC. 34. As a result of the aforementioned breach, MMP LLC has been damaged. WHEREFORE, MMP LLC demands judgment against ALC for damages in the amount of $447,942.32, together with pre-judgment interest, attorneys' fees pursuant to the Agreement, recoverable costs associated with this action, and such other relief as may be appropriate under the circumstances. COUNT II (Breach of Guaranty - MMP LLC against Chen) 35. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through 31 as if fully set forth herein. 36. Chen has breached the Guaranty by failing and/or refusing to pay all money due and owing under the Agreement by ALC to MMP LLC, which amount Chen personally, unconditionally, and irrevocably guaranteed payment. 37. As a result of the aforementioned breach, MMP LLC has been damaged. WHEREFORE, MMP LLC demands judgment against Chen for damages in the amount of $447,942.32, together with pre-judgment interest, attorneys' fees pursuant to the Agreement and/or the Guaranty, recoverable costs associated with this action, and such other relief as may be appropriate under the circumstances. COUNT Il (Quantum Meruit - MMP LLC against ALC) 38. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through 31 as if fully set forth herein. 39. At ALC's request, MMP LLC provided services and financing to ALC that enabled ALC's acquisition of valuable equipment for use in its business, and MMP LLP fully expected to be compensated for the same, commensurate with reasonable and customary rates. 40. ALC has accepted the benefits of the financing and services provided by MMP. LLC, by taking title and ownership of the valuable equipment, and using that valuable equipment for its business. Al. In accepting the benefits incurred by MMP LLC, ALC knew that MMP LLP fully expected to be compensated for the same, commensurate with reasonable and customary rates. 42. In accepting the benefits incurred by MMP LLC, ALC agreed through its words and acts to fully compensate MMP LLC for the reasonable value for all services rendered, commensurate with reasonable and customary rates. 43. As a result of ALC's failure to pay MMP LLC for the reasonable value for all services rendered, MMP LLC has been damaged. 44. MMP LLC is entitled to the reasonable value for all services rendered, in an amount not less than $447,942.32. WHEREFORE, MMP LLC demands judgment against ALC for damages in the amount of $447,942.32, together with pre-judgment interest, recoverable costs associated with this action, and such other relief as may be appropriate under the circumstances. COUNT IV (Unjust Enrichment - MMP LLC against ALC) 45. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through 31 as if fully set forth herein. 46. MMP LLC conferred a benefit on ALC when it provided ALC with financing of $479,938.20 for its acquisition of valuable equipment for use in its business. 47. ALC had knowledge of such benefit, as ALC requested financing from MMP LLC based off of the Invoice for the Emface Workstation, and was provided a loan by MMP LLC. 48. ALC has voluntarily accepted and retained the full benefits of the financing provided by MMP LLC and will be unjustly enriched if not required to fully compensate MMP LLC for the remaining $447,942.32. 49. It is inequitable for ALC to retain any such benefits. 50. As a result of the foregoing, MMP LLC has been damaged. WHEREFORE, MMP LLC demands judgment against ALC for damages in the amount of $447,942.32, together with pre-judgment interest, recoverable costs associated with this action, and such other relief as may be appropriate under the circumstances. COUNT V (Money Lent - MMP LLC against ALC) 51. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through 31 as if fully set forth herein. 52. ALC owes MMP LLC $447,942.32 that is due with interest since February 1, 2023, for money lent by MMP LLC to ALC on August 18, 2022. WHEREFORE, MMP LLC demands judgment against ALC for damages against ALC in the amount of $447,942.32, together with pre-judgment interest, recoverable costs associated with this action, and such other relief as may be appropriate under the circumstances. COUNT VI (Foreclosure of Security Interest - MMP INC against ALC) 53. Plaintiffs re-allege and incorporate the allegations set forth in paragraphs | through 31 as if fully set forth herein. 54. As security and consideration for the Agreement, ALC granted MMP INC a security interest in the Collateral. 55. To perfect such security interest in the Collateral, MMP INC caused the Financing Statements to be filed in the Florida Secured Transaction Registry. 56. MMP INC is aware of no other party having perfected a security interest in the Collateral and in any and all other rights to payment due and owing to MMP LLC and/or MMP INC. 57. To the extent any unknown person or entity has or may assert an interest in the Collateral, any such interest is subordinate and inferior to the rights and interest of MMP INC in the Collateral through its perfected security interest. 58. Based on the foregoing, MMP INC is entitled to judgment in its favor for enforcement and foreclosure of its security interest in all tangible and intangible property as described above. WHEREFORE, MMP INC demands judgment against ALC for enforcement and foreclosure of the security interests as described in the Financing Statements, together with pre- judgment interest, attorneys' fees pursuant to the Agreement and/or the Guaranty, recoverable costs associated with this action, and such other relief as may be appropriate under the circumstances. DATED: March 14, 2024. Respectfully submitted, STINSON LLP. /s/ Brian R. Cummings Brian R. Cummings Florida Bar No.: 25854 Christina A. Huckfeldt Florida Bar No.: 1044185 100 S. Ashley Drive, Suite 500 Tampa, FL 33602 Telephone: (813) 534-7334 brian.cummings@stinson.com christina.huckfeldt@ stinson.com Attorneys for Plaintiffs MMP Capital, LLC and MMP Capital, Inc. 10 EXHIBIT “A” INVOICE BTL Industries, Inc. 362 Elm Street Date Invoice # Marlborough, MA 01752 8/17/2022] 08172022-02| Phone (866) 285-1656 Fax (888) 499-2502 www.btInet.com; info@btinet.com Bill to: Ship to: JALC Consuting Limited Liablty Company JALC Consuiting Limited Liabity Company [4621 North Davis Highway 4621 North Davis Highway JPensacola, FL 32503 Pensacola,FL. 32503, PO Number. Rep Ship Ship Via Sales Zone Kris Huston, [TransGroup East Quantity Item Code. Description | Price Each | I ‘Amount 1 EMFACE EMFACE ‘785F5B000515 $349,000.00 $349,000.00 1 Shipping $1,390.00 $1,390.00} 1 Flsurtax $75.00 Subtotal $350,465.00) Taxes so00m0% $20,940.00} Balance Due $371,405.00} Less: Blind Discount -$8,000.00} Balance Due $363,405.00) EXHIBIT “B” CAPITAL ey EQUIPMENT FINANCE AGREEMENT EFA No.: 202206.49780 Date: 7/20/2022 Creditor (“we,” “us” and “our”): Me and My Pal Debtor (“you” or “your”): 19 Engineers Lane ALC CONSULTING LIMITED LIABILITY COMPANY Farmingdale,NY 11735 4€21 North David Hwy., Pensacola, FL 32503 Equipment Supplie BTL Industries Equipment Locatior 362 ELM ST, MARLBOROUGH, MA 01752 4521 North David Hwy., Pensacola, FL 32503 Financed Equipment Descripti Emface Workstation ‘The Collateral as generally described above and herein which Creditor and Debtor agree thata more detailed description of said Collateral being financed shall be maintained by us among our books and records in whatever more detailed description of the Collateral being financed is received from the supplier of such Collateral and, absent manifest error, such detailed description shall be considered incorporated into this EFA and shall be provided to Debtor within a reasonable time upon request. ‘Advanced Payment (if am Term: 60 (Mos.) Documentation Fee (if am $060.00 Monthly Installment Payment: 60 PAYMENTS @ $7,998.97 _ Agreement. Creditor agrees to lend to Debtor and you agreeto borrow from us an amount must provide that no cancellation shall be effective without thirty (30) days' prior written for the financing of the Collateral. You authorize us to pay the supplier(s) for the Collateral. notice to us. At our request, you agree to name any party who may have a security interest in ‘You authorize us to commence this EFA. You authorize us to insertor correct information the Equipment as Lender's Loss Payee. You agree to provide proof of insurance to us upon in this EFA, including your proper legal name, address, serial numbers and any other request. ‘ou hereby grant us a limited power of attorney allowing us to make a claim for, information describing the Collateral. You acknowledge that the payment obligations receive payment on, and endorse or execute for our benefit any instrument representing hereunder have commenced notwithstanding that the Collateral may not been delivered, ceeds trom any policy issued on the Equipment. IF YOU FAIL TO PROVIDE PROOF installed or accepted by you. Amounts received by us under this EFA shall be applied as oFOBLIGATION INSURANC! ACCEPTABLE TO US, TO SECURE INSURANCE WE HAVE THE RIGHT BUT NOT THE IN SUCH FORM AND AMOUNT AS WE. we determine. Debtor promises to pay Creditor the Payments set forth above. Upon DEEM NECESSARY AND YOU AGREE THAT IN ADDITION TO INSURANCE, execution of this EFA, you will deliverto us the Advance Payment as set forth above, which PREMIUMS WE MAY CHARGE YOU INTEREST AT 2% PER MONTH AND/OR AN you agree is non-refundable. To the extent permitted by law, we may charge you a fee not ADMINISTRATIVE FEE WHICH MAY RESULT IN A PROFIT TO US. YOU to exceed $950, plus any applicable sales/use tax, to cover documentation and credit UNDERSTAND THAT IF WE PROCURE INSURANCE YOU MAY PAY MORE THAN, investigation costs. Payments may be adjusted upward or downward no more than fifteen IF YOU HAD PROCURED INSURANCE AND THE INSURANCE MAY NOT NAME percent (15%) to reflect actual cost. The first Payment is due at the commencement of YOU AS AN INSURED AND MAY NOT FULLY PROTECT YOU IN THE EVENT OF Creditor’s applicable billing cycle as specified by the Creditor, each subsequent Payment is A LOSS. YOU AGREE THAT DISPUTES REGARDING INSURANCE OR FI due on the same date of each preceding month until all Payments have been received by CHARGED FOR PROCURING INSURANCE WILL BE DETERMINED BY Creditor. Each date a Payment is due is a “Due Date” and along with the Payment due on the .RBITRATION CONDUCTED IN NASSAU COUNTY, NEW YORK UNDER THE. first Due Date, Debtor agrees to pay us a prorated payment for an amount equal to 1/30th RULES OF THE AMERICAN ARBITRATION ASSOCIATION. of the Payment amount for cach day calculated from the date Creditor paid the vendor Debtor Indemnification. You hereby agree to defend, indemnify and hold us and our agents, until the first Due Date (the “Prorated Payment”). The Prorated Payment shall be due upon successors, assignees and employees harmless from any and all liability, damage, penalty, execution of this EFA. Any amount not paid when due is subject to a late charge of the claims, actions, expenses, disbursements or loss, including attomeys’ fees and court costs, greater of fifty dollars ($50.00) or ten percent (10%) ofsuch delinquent amount, but not arising out ofor relating to this EFA, liabilities you have assumed hereunder, and the purchase, more than the highest rate allowed by law. You acknowledge and agree that you shall bear sale, financing, ownership, selection, installation, design, licensing, possession, operation, sole responsibility for and shall have no claim against and Lender shall have no liability in control, use, maintenance, servicing, repair, storage, shipment, transportation or delivery of the event the Coilateral is: (a) not delivered; (b) damaged during transit (c) not properly the Collateral. The indemnities contained herein shall survive the expiration or other installed or functioning upon installation; (d) defective or otherwise fails to perform in termination of thisEFA. accordance with Supplier's specifications; or (e) otherwise unacceptable to you for any Default and Remedies. If any one of the foll ng occurs, you will be in default: (i) you fail other reason. to pay any amount under this EFA when due; ‘you cease doing business, admit your inability information; Credit Reports. YOU AUTHORIZE US AND OUR ASSIGNEES TO to pay your debts, or you file or have filed against you a petition under the Bankruptcy Code; OBTAIN CREDIT REPORTS AND MAKE CREDIT INQUIRIES AS WE DEEM (iii) you breach any other obligation contained in this EFA; (iv) a writ or order of attachment NECESSARY. We will inform you upon request if we have sought a consumer credit or execution or other legal process is levied on or charged against the Collateral which is not report and the name and address of any credit reporting agency that provided a report. You released or satisfied within 10 days; or (v) any ofthe above events of default occurwith respect agree that we may request and use additional credit reports to update our information to any guarantor. Upon your default, we may do any of the following: (a) terminate this EFA; without further notice to you as long as you have obligations under this Agreement. Upon (b) foreclose on our security interest and require you to immediately tun over the Collateral to ‘our request, you agree to provide us with statements setting forth your financial condition us, or we may peaceably repossess the same without liability for trespass, and upon receipt and operations. You warrant that all information you have and will deliver to us, including of the Collateral, sell the Collateral at terms we determine at one or more private sales, and the information in this Agreement, is true, accurate and correct and you acknowledge that apply the net proceeds (after deducting any related expenses) to your payment obligations, we are relying on such information to enter into this Agreement. and you will remain liable for any deficiency with any excess being retained by us; (c) declare Grant of Security Interest, You hereby grant us a perfected, first priority seourity interest all sums due and to become due hereunder immediately due and payable, all future Payments in the Collateral, all accession and additions thereto, replacements or substitutions thereof, discounted at the lower of three percent (3%) or the then-current discount rate of the Federal and all proceeds to secure all of your obligations under this EFA. Reserve Bank of New York as calculated by us; (d) sell, dispose of, hold, or lease the Collateral; (c) exercise any other right or remedy which’ may be available to us under .er_ of Warranti and Claims. We make no representation or warranty to any applicable law. You shall reimburse us for all costs we incur in enforcing ourri hts (including matter whatsoever including the merchantability or fitness for particular purpose of the Collateral. This EFA is irrevocable. Your obligation to pay all amounts hereunder is our attorneys’ fees) and costs of repossession, repair, storage and remarketingof f ‘the Collateral. A waiver ofdefault will not be a waiver of any other subsequent default. non-cancellable, absolute, and unconditional and will not be subject to any reduction, General. This EFA shall be governed and construed under the laws of the State of New setoff, defense, counterclaim, deferment or recoupment for any reason, even if the York (NY), without reference to its principle of conflicts of laws and is deemed to have been Collateral is damaged, destroyed or defective. You acknowledge you selected the performed in Nassau County, NY. You submit to the jurisdiction of NY and agree that the Collateral and the supplier and your supplier is not our agent, nor are we their agent. You state and federal courts sifting in Nassau County, New York, shall have the exclusive acknowledge that no one, including the supplier, has been authorized to waive or change jurisdiction over any action or proceeding to enforce this BFA or any action or proceeding any term or condition of this EFA. No representation by the supplier as to any matter shall arising under this EFA. You acknowledge the jurisdiction may change at the sole discretion of bind us or affect your duty to pay all amounts and perform all obligations hereunder. You Me and My Pal’s successors and/or assigns. You waive any objection based upon improper will use the Collateral for commercial purposes only, in compliance with the law and not venue and/or forum non-conveniens. You irrevocably grant us the right to make such filings for any personal, family or household use. under the UCC as we deem necessary. In addition to any late charges described herein, you Collateral. You will not modify or change the location of the Collateral without our prior agree to pay us interest on all past due amounts at the lower of 1.5% per month or the highest consent and allow us to inspect it upon our request. At your expense, you will maintain the rate allowedby law. You will not assign your rights under this EFA, or permit the Collateral to Collateral in good operating condition and repair. You will keep the Collateral free and be used by anyone but you. We may assign this EFA, in whole or in part, without notice to clear of all liens and encumbrances. Titled Collateral will be titled and/or registered as we you or your consent. You agree that our assignee will have the same rights and benefits that direct. You are responsible for any damage or destruction to the Collateral. You will at our ‘Wwe have now, but will not be subject to any claims, defenses or set offs that you may have election repair the Collateral at your expense or pay to us all amounts then due and owing againstus. This EFA sets forth the entire understanding of the parties with respect to its subject, plus the total of all unpaid Payments for the Term, discounted at the lower of 3% or the then matter and may only be amended in writing signed by both parties, except as otherwise current discount rate of the Federal Reserve Bank of New York as calculated byus. stated in the section above titled “Agreement.” You represent and warrant to us that (i) this Fees and Taxes. You agree to pay when due and to hold us harmless from all taxes, interest EFA constitutes a legal, valid, and binding obligation, enforceable against you in accordance and penalties relating to this EFA and the Collateral (“Taxes”) and reimburse us for those with its terms; (ii) you have the ability to perform all of your ligations under this EFA;and Taxes we pay on your behalf. If we pay any of the above for you, you agree to reimburse Gi) all information conveyed to us in connection with this 'A and all related documents us and pay us a processing fee for each payment we make on your behalf. In addition, you whether by you, a guarantor, a supplier or any other person, is true, accurate, complete and also agree to pay us any filing fees prescribed by the Uniform Commercial Code (UCC) or not misleading. This EFA may be executed in separate counterparts, which together shall be other law and reimburse us for all costs and expenses involved in documenting and the same instrument. You agree this EFA may be signed electronically pursuant to the Electronic Signatures in Global and National Commerce Act and other applicable law. All servicing this transaction. You also acknowledge that in addition to the other obligations due under this EFA, we may assess and you may be required to pay additional taxes and/or fees may not only cover our costs but may include a profit. As long as you are not in default fees including an invoice fee. Such fees may not only cover our costs, they may also include under this EFA, you may repay this EFA by paying an amount equal fo the sum of any and aprofit. all remaining Payments and any and all other fees currently due and payable. If Debtor constitutes more than one person, the liability of each shall be joint and several. A copy of Insurance. You agree to obtain and maintain at your expense property insurance for the this EFA (whether delivered by facsimile, in portable document format (PDF) or otherwise) full replacement value of the Equipment, protecting the Equipment against Loss, and shall be deemed an original for all purposes. Any notice given hereunder shall be in writing liability insurance, in an amount acceptable to us, but in no event less than $1,000,000 and deemed given two business days after being deposited with the US Postal Service, first covering any injury, death or third-party property damage arising out of or relating to use class postage prepaid, and addressed to the Debtor or Creditor (as the case may be) at its of the Equipment. If the Equipment must be titled under title registration laws ("Mobile") address set for above, or such other address given to the sender by written notice. Me and My thenyou shall obtain and maintainall riskphysical damage insurance. All insurance policies Pal, Inc. is a registered New York corporation. Each party waives any right to a jury trial. PAI sia2n21 EQUIPMENT FINANCE AGREEMENT one PYad EFA No.: ___202206.49780 __ Date: _ 7/20/2022 By signing below, Debtor hereby irrevocably accepts the Collateral under the EFA and irrevocably authorizes Creditor to pay the supplier on behalf of the Debtor. Soa The person executing this EFA is authorized to do so, making this EFA the valid binding act of the Debtor. Debtor: ALC CONSULTING LI ‘Accepted by Me and My Pal, Inc. aD) a te By: > Y Print Name: Alicia Chen a Rael JOHN-PAUL SMOLENSK! Title: Member [ pate 2/ 1/72. Title: PRESIDENT Debtor Tax ID: 87-0772434 Date: LL { ee 22 = = GUARANTY: In consideration of Creditor entering into the EFA, the undersigned, together and separately, unconditionally, personally and irrevocably guarantee to Creditor the prompt payment and performance of all Debtor's obligations under the EFA. You agree that this is a guaranty of payment, not collection, and that Creditor can proceed directly against you without first proceeding against Creditor or the Collateral. You waive notice of acceptance, acceleration and default and all defenses, including protest, presentment and demand. Creditor may renew, extend or otherwise change the terms of the EFA without notice to you and you will be bound by such changes, and you will pay all of Creditor’s costs of enforcement and collection, including reasonable attorneys’ fees. This Guaranty is binding on your heirs, administrators, representatives, successors and assigns and survives the insolvency, bankrupte: vei inp ym bankryy -y of Debtor. THIS GUARANTY WILL BE GOVERNED BY NEW YORK LAW. YOU AGREE TO JURISDICTION AND VENUE IN THE ST, DBRAL, ‘TS AS SET FORTH IN THE EFA. Guarantor’s Signature: HD I)1 Bo Print Name: Alicia Chen Date,)) 1 /22_ Guarantor’s Signature: > Vv Print Name: Date: AUTHORIZATION FOR ACH PAYMENTS: Debtor hereby authorizes and requesis ME AND MY PAL, INC. (“Creditor”), and/or its successors or assigns, to initiate electronic debit entries or effect a change by any other commercially accepted practice, to the account indicated below, and hereby authorize the named below financial institution (“Bank”) to honor the debit entries initiated by Creditor or its assignee and debit the same to such account. This authorization is to remain in full force and effect until such time that Creditor has received written notification from Debtor of its termination in such time and in such manner as to afford Creditor and the Bank a reasonable opportunity to act on same. Debtor understands that the withdrawal of this authorization without the written consent of Creditor shall constitute default of the Equipment Finance Agreement for which this payment is being made, Debtor Bank Name: (20° a ons Ba A WwNn} Bank Phone #: ( ) J Address: City: State: Lip: Name on Account: Ayn DOL LLG ABA # Bank Account a By:> Print Name: Alicia Chen Title: Member Dates /| | / Z uy V /7 PLEASE COMPLETE THE BELOW STATEMENT OF AUTHORITY IF APPLICABLE. CORPORATE OR LIMITED LIABILITY COMPANY STATEMENT OF AUTHORITY This Statement of Authority is executed pursuant to the Business Corporations Act or Limited Liability Company Act (as the case may be) of the state of, FL Regarding, ALC CONSULTING LIMITED LIABILITY COMPANY. (the “Company”). The following persons are the Directors or Officers of the Company or Members, Managers or Officers of the Company (as the case may be) and have full power and authority to act on behalf of the Company and execute all instruments on behalf of the Company and to any contract, including, but not limited to, this Baypment Finance Agreement. Signature Print Name Title Mh Ka Alicia Chen Member » The authority ofthe foregoing persons to bind the Company is not limited. Executed this! ott AQ, wo Z2- Print Name: Alicia Chen Title: Member _ PALSIG2021 EQUIPMENT FINANCE AGREEMENT we »MMP UR PTTRG EFA No.: 202206.49780 Date: 7/20/2022 RE: Security Agreement and Promissory Note dated. 7/20/2022 between Signature Financial LLC as Secured Party, and. ALC CONSULTING LIMITED LIABILITY COMPANY as Debtor. In connection with the above referenced Agreement, you are hereby irrevocably authorized to disburse the following sum(s) to the following Payee(s): Payee Amount BTL Industries $349,000.00 (Plus Applicable Freight & Sales Tax) (Plus Applicable Freight & Sales Tax) Debtor hereby authorizes Secured party to insert in the above referenced Note, the commencement date of installment repayments, which date shall be 30 days after the date the Secured Party remits payment pursuant to this Pay Proceeds authorization (unless otherwise noted). - Le “e _ L By: Name: Alicia Chen 3/11 s. Date: eepi {2 2 PALSIG2021 >? MMP CAPITAL EQUIPMENT FINANCE AGREEMENT EFA No.:. 202206.49780 Date: 712012022 EQUIPMENT ACCEPTANCE CERTIFICATE Customer Name ‘Customer Number Transaction Number ALC CONSULTING LIMITED LIABILITY COMPANY This certificate (the Acceptance Certificate) is entered into by the undersigned Customer (also you or your) in favor of Me and My Pal, Inc. (also we, us and our) in connection with the EFA, Lease, and/or other financing agreement identified by the Transaction Number above (the Agreement). Any defined term not otherwise described herein shall have the same meaning ascribed to it in the Agreement or the other documents related thereto. As of the Acceptance Date set forth below, you hereby confirm that (i) the equipment listed in the attached Schedule A (the Equipment) has been delivered to you, installed, and/or is operating as intended, (ii) you unconditionally and irrevocably accept such Equipment and (iii) you understand and agree to be responsible for, perform and comply with, all of the obligations, terms and conditions of the Agreement and related documents. In connection with your acceptance of the Equipment, you acknowledge and agree to the following: 1 You selected the Equipment, accept it AS IS and WE MAKE NO EXPRESS OR IMPLIED WARRANTIES AS TO ITS