Preview
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT.
Receipt #
Book Page
Return To: No. Pages: 24
ERICA REGINA GILERMAN
Instrument: EXHIBIT(S)
Control #: Unrecorded #9740017
Index #: Unassigned-1598508
Date:
MNR CAPITAL GROUP LLC Time:
POLISHED BEAUTY INC
THOMAS JR, RICHARD EUGENE
Total Fees Paid: $0.00
Employee:
State of New York
MONROE COUNTY CLERK’S OFFICE
WARNING – THIS SHEET CONSTITUTES THE CLERKS
ENDORSEMENT, REQUIRED BY SECTION 317-a(5) &
SECTION 319 OF THE REAL PROPERTY LAW OF THE
STATE OF NEW YORK. DO NOT DETACH OR REMOVE.
JAMIE ROMEO
MONROE COUNTY CLERK
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
Page 1 of 16 ver. 12/5/22 FL
MNR CAPITAL GROUP LLC
7901 4th St. N Ste 300, St. Petersburg, FL 33702
(786) 998-3863
info@mnrcapitalgroup.com
STANDARD MERCHANT CASH ADVANCE AGREEMENT
3/20/2023
This is an Agreement dated __________________ by and between MNR CAPITAL GROUP LLC (“MNR”) ,
inclusive of its successors and assigns, and each merchant listed below (“Merchant”).
Merchant’s Legal Name: ________________________________________________________________________
POLISHED BEAUTY INC
D/B/A/: _________________________________________________
POLISHED BEAUTY LOUNGE Fed ID #: ________________
Type of Entity:
__ Corporation __ X Limited Liability Company __ Limited Partnership __ Limited Liability Partnership __ Sole Proprietor
Business Address: _________________________________
43456 ELLSWORTH ST STE 3234 City: ______________
FREMONT State: _______
CA Zip: ________
94539
Contact Address: __________________________________
4061 E CASTRO VALLEY BLVD APT 403 City: ______________
CASTRO VALLEY State: _______
CA Zip: ________
94552
E-mail Address: _____________ Phone Number: _________________
Purchase Price
This is the amount being paid to Merchant(s) for the Receivables Purchased Amount
(defined below). This amount may be paid in installments if there is an Addendum stating 20,000.00
$ ____________________
that it will be paid in installments.
Receivables Purchased Amount
This is the amount of Receivables (defined in Section 1 below) being sold. This amount 29,980.00
$ ____________________
may be sold in installments if there is an Addendum stating that it will be sold in
installments.
Specified Percentage
This is the percentage of Receivables (defined below) to be delivered until the
Receivables Purchased Amount is paid in full. 16.01
______ %
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. This amount may be paid in installments if there 18,000.00
$ ____________________
is an Addendum stating that it will be paid in installments.
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 any Addendum to this Agreement. This amount may be paid in 18,000.00
$ ____________________
installments if there is an Addendum stating that it will be paid in installments. If any
deduction is being made from the Purchase Price to pay off another obligation by
Merchant(s), then the Net Amount to be Received Directly by Merchant(s) is subject to
change based on any change in the amount of the other obligation(s) to be paid off.
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 374.75
$ ____________________
subject to reconciliation as set forth in Section 4 below.
DAY
per __________________
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
3/20/2023
Name: RICHARD
____________________
EUGENE THOMAS JR Title: ____________________
President/Owner Date: ______________
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
Page 2 of 16
STANDARD MERCHANT CASH ADVANCE AGREEMENT
TERMS AND CONDITIONS
1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to MNR (making MNR 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,
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 MNR. Each Merchant hereby acknowledges that until the Receivables Purchased Amount
has been received in full by MNR, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount,
are the property of MNR and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for MNR and that
each Merchant will hold Receivables in trust for MNR in its capacity as a fiduciary for MNR.
The Receivables Purchased Amount shall be paid to MNR by each Merchant irrevocably authorizing only one
depositing account acceptable to MNR (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 MNR receives payment in full of the
Receivables Purchased Amount. Each Merchant hereby authorizes MNR to ACH debit the specified remittances and any
applicable fees listed in Section 2 from the Account on a daily basis as of the next business day after the date of this
Agreement and will provide MNR 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).
MNR is not responsible for any overdrafts or rejected transactions that may result from MNR’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 MNR exceeds the amount of the Purchase Price, MNR 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
MNR for the following fees, where applicable:
A. $_________
1,000.00 - to cover underwriting, the ACH debit program, and expenses related to the procurement and
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 MNR is returned or otherwise
rejected. No Merchant will be held responsible for such a fee if any Merchant gives MNR notice no more than one business
day in advance that the Account will have insufficient funds to be debited by MNR and no Merchant is otherwise in default
of the terms of the Agreement. Each such fee may be deducted from any payment collected by MNR or may be collected
in addition to any other payment collected by MNR 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 MNR 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. $_________
1,000.00 - 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 MNR’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, MNR may
instead debit $____________
374.75 (“Estimated Payment”) from the Account every _______________.
DAY The Estimated Payment
is intended to be an approximation of no more than the Specified Percentage, subject to reconciliation.
4. Reconciliations. Any Merchant may contact MNR’s Reconciliation Department to request that MNR conduct a
reconciliation in order to ensure that the amount that MNR 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 MNR or by sending an e-mail to info@mnrcapitalgroup.com 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
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
3/20/2023
Name: RICHARD
____________________
EUGENE THOMAS JR Title: ____________________
President/Owner Date: ______________
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
Page 3 of 16
STANDARD MERCHANT CASH ADVANCE AGREEMENT
period from the date of this Agreement through the date of the request for a reconciliation and, if available, the login and
password for the Account. MNR 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. MNR 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 MNR 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 MNR collected more than it was entitled to,
then MNR will credit to the Account all amounts to which MNR 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 MNR
collected less than it was entitled to, then MNR will debit from the Account all additional amounts to which MNR 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 MNR, to obtain electronic fund
transfer services and/or “ACH” payments. Merchant(s) shall provide MNR and/or its authorized agent with all of the
information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize
MNR and/or its agent(s) to deduct the amounts owed to MNR for the Receivables as specified herein from settlement
amounts which would otherwise be due to each Merchant and to pay such amounts to MNR by permitting MNR to withdraw
the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent
MNR’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 MNR 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, and 51 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 MNR 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 MNR and its agent(s) to investigate each Merchant’s financial responsibility and
history, and will provide to MNR any bank or financial statements, tax returns, and other documents and records, as MNR
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. MNR is authorized to update such information and financial profiles from
time to time as it deems appropriate.
9. Monitoring, Recording, and Electronic Communications. MNR 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 MNR and any Merchant or its representatives may be monitored and/or recorded. Each
Merchant and each Guarantor grants access for MNR 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.
MNR 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 MNR
permission to call or send a text message to any telephone number given to MNR 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 MNR permission to communicate
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
Name: RICHARD
____________________
EUGENE THOMAS JR Title: President/Owner 3/20/2023
____________________ Date: ______________
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
Page 4 of 16
STANDARD MERCHANT CASH ADVANCE AGREEMENT
such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that MNR 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 MNR 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
MNR’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. MNR may produce a
monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to MNR. An
investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement
authorize MNR, its agents and representatives, and any credit‐reporting agency engaged by MNR, 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 MNR under this Agreement or for MNR’s ability to determine any Merchant’s eligibility to enter into any future
agreement with MNR. 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 MNR under the Fair Credit Reporting Act, authorizing MNR to obtain information from their
personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor
authorizes MNR 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 MNR under the Fair Credit Reporting Act, authorizing MNR to obtain information from their
personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor
authorizes MNR to obtain such information in accordance with a merchant cash advance application.
11. Transactional History. Each Merchant authorizes its bank to provide MNR 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 MNR for monies owed to MNR from any Merchant and (b)
actions taken by any Processor in reliance upon information or instructions provided by MNR.
13. No Liability. In no event will MNR 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 MNR 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 MNR to any Merchant. MNR is entering into this Agreement knowing the risks that each Merchant’s
business may decline or fail, resulting in MNR not receiving the Receivables Purchased Amount. Any Merchant going
bankrupt, going 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. MNR 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 MNR 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 MNR 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, or a solicitation of an
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
3/20/2023
Name: RICHARD
____________________
EUGENE THOMAS JR Title: President/Owner
____________________ Date: ______________
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
Page 5 of 16
STANDARD MERCHANT CASH ADVANCE AGREEMENT
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 MNR 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 MNR 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 MNR 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 MNR 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); (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 MNR; and (iv) to file any claims or take any action or
institute any proceeding which MNR 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 MNR, 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. MNR may enforce the provisions of the Guarantee against Guarantor.
Protection 3. MNR may enforce its security interest in the Collateral identified in Section 29.
Protection 4. MNR may proceed to protect and enforce its rights and remedies by litigation or arbitration.
Protection 5. MNR 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 6. MNR 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 MNR 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 MNR an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest,
and hereby appoints MNR 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 MNR 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 MNR 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 MNR or any of its affiliates relating to any (i) investigation undertaken by or on behalf of MNR 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 MNR, including this Agreement and any other MNR documents (collectively, “Confidential Information”)
are proprietary and confidential information of MNR. Accordingly, unless disclosure is required by law or court order,
Merchant(s) shall not disclose Confidential Information of MNR 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 MNR may be using “doing business as” or “d/b/a”
names in connection with various matters relating to the transaction between MNR and each Merchant, including the filing
of UCC-1 financing statements and other notices or filings.
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
Name: ____________________
RICHARD EUGENE THOMAS JR Title: President/Owner 3/20/2023
____________________ Date: ______________
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
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 MNR, and future statements which will be furnished
hereafter at the request of MNR, 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 MNR 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 MNR’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 MNR or change any place(s) of its business without giving prior written
notice to MNR.
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 MNR, other than any for
which MNR 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 MNR 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 MNR.
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 MNR under this Agreement and any
future agreement with MNR, each Merchant hereby grants to MNR 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 MNR under any other agreement between any Merchant or Guarantor and
MNR (the “Cross‐Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
Name: ____________________
RICHARD EUGENE THOMAS JR Title: ____________________
President/Owner 3/20/2023
Date: ______________
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
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STANDARD MERCHANT CASH ADVANCE AGREEMENT
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 MNR
deems necessary to perfect or maintain MNR’s first priority security interest in the Collateral and the Cross‐Collateral,
including the execution of any account control agreements. Each Merchant hereby authorizes MNR to file any financing
statements deemed necessary by MNR to perfect or maintain MNR’s security interest, which financing statements may
contain notification that each Merchant has granted a negative pledge to MNR with respect to the Collateral and the Cross‐
Collateral, and that any subsequent lienor may be tortiously interfering with MNR’s rights. Each Merchant shall be liable for
and MNR may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred
by MNR in protecting, preserving, and enforcing MNR’s security interest and rights. Each Merchant further acknowledges
that MNR may use another legal name and/or D/B/A or an agent when designating the Secured Party when MNR 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 MNR 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 MNR to be blocked or stopped without providing any
advance written notice to MNR with an alternative method for MNR to collect the blocked or stopped payment, which notice
may be given by e-mail to info@mnrcapitalgroup.com;
(3) Any Merchant intentionally prevents MNR 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 MNR 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 MNR 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 info@mnrcapitalgroup.com.
31. Remedies. In case any Event of Default occurs and is not waived, MNR 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 MNR in connection with this Agreement,
including each Protection listed in Section 16, may be exercised at any time by MNR 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, MNR may elect that Merchant(s) be required to pay to
MNR 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses
incurred by MNR 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 MNR’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 MNR, which consent may be withheld in MNR’s sole discretion. MNR 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 MNR, 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
MNR) 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 MNR and such assignee (the “Assignment Agreement”), have the
rights and obligations of MNR 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
performance of every obligation that is a subject of the Guarantee, MNR’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
I have read and agree to the terms and conditions set forth above:
______________________________________________________________________
Name: RICHARD
____________________
EUGENE THOMAS JR Title: President/Owner 3/20/2023
____________________ Date: ______________
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197
DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024
Page 8 of 16
STANDARD MERCHANT CASH ADVANCE AGREEMENT
Merchant. In connection with such assignment, MNR may disclose all information that MNR has relating to any Merchant
or its business. Each Merchant agrees to acknowledge any such assignment in writing upon MNR’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 info@mnrcapitalgroup.com
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 Florida,
that the Purchase Price is being paid by MNR in the State of Florida, that the Receivables Purchased Amount is being
delivered to MNR in the State of Florida, and that the State of Florida 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 MNR and each Merchant, and the relationship between MNR and each
Guarantor will be governed by and construed in accordance with the laws of the State of Florida, without regard to any
applicable principles of conflict of laws. Each Merchant represents that it does not have a principal place of business located
in the Commonwealth of Virginia and that therefore the provisions of Chapter 22.1 of Title 6.2 of the Virginia Code are not
applicable to this Agreement.
35. Venue and Forum Selection. Any litigation, whether sounding in contract, tort, law, equity, or otherwise,
relating to this Agreement or involving MNR on one side and any Merchant or any Guarantor on the other must be
commenced and maintained in any court located in the Counties of Broward or Miami-Dade in the State of Florida (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
Preview
FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT. Receipt # Book Page Return To: No. Pages: 24 ERICA REGINA GILERMAN Instrument: EXHIBIT(S) Control #: Unrecorded #9740017 Index #: Unassigned-1598508 Date: MNR CAPITAL GROUP LLC Time: POLISHED BEAUTY INC THOMAS JR, RICHARD EUGENE Total Fees Paid: $0.00 Employee: State of New York MONROE COUNTY CLERK’S OFFICE WARNING – THIS SHEET CONSTITUTES THE CLERKS ENDORSEMENT, REQUIRED BY SECTION 317-a(5) & SECTION 319 OF THE REAL PROPERTY LAW OF THE STATE OF NEW YORK. DO NOT DETACH OR REMOVE. JAMIE ROMEO MONROE COUNTY CLERK FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 Page 1 of 16 ver. 12/5/22 FL MNR CAPITAL GROUP LLC 7901 4th St. N Ste 300, St. Petersburg, FL 33702 (786) 998-3863 info@mnrcapitalgroup.com STANDARD MERCHANT CASH ADVANCE AGREEMENT 3/20/2023 This is an Agreement dated __________________ by and between MNR CAPITAL GROUP LLC (“MNR”) , inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: ________________________________________________________________________ POLISHED BEAUTY INC D/B/A/: _________________________________________________ POLISHED BEAUTY LOUNGE Fed ID #: ________________ Type of Entity: __ Corporation __ X Limited Liability Company __ Limited Partnership __ Limited Liability Partnership __ Sole Proprietor Business Address: _________________________________ 43456 ELLSWORTH ST STE 3234 City: ______________ FREMONT State: _______ CA Zip: ________ 94539 Contact Address: __________________________________ 4061 E CASTRO VALLEY BLVD APT 403 City: ______________ CASTRO VALLEY State: _______ CA Zip: ________ 94552 E-mail Address: _____________ Phone Number: _________________ Purchase Price This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined below). This amount may be paid in installments if there is an Addendum stating 20,000.00 $ ____________________ that it will be paid in installments. Receivables Purchased Amount This is the amount of Receivables (defined in Section 1 below) being sold. This amount 29,980.00 $ ____________________ may be sold in installments if there is an Addendum stating that it will be sold in installments. Specified Percentage This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full. 16.01 ______ % 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. This amount may be paid in installments if there 18,000.00 $ ____________________ is an Addendum stating that it will be paid in installments. 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 any Addendum to this Agreement. This amount may be paid in 18,000.00 $ ____________________ installments if there is an Addendum stating that it will be paid in installments. If any deduction is being made from the Purchase Price to pay off another obligation by Merchant(s), then the Net Amount to be Received Directly by Merchant(s) is subject to change based on any change in the amount of the other obligation(s) to be paid off. 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 374.75 $ ____________________ subject to reconciliation as set forth in Section 4 below. DAY per __________________ I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ 3/20/2023 Name: RICHARD ____________________ EUGENE THOMAS JR Title: ____________________ President/Owner Date: ______________ FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 Page 2 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT TERMS AND CONDITIONS 1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to MNR (making MNR 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, 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 MNR. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by MNR, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of MNR and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for MNR and that each Merchant will hold Receivables in trust for MNR in its capacity as a fiduciary for MNR. The Receivables Purchased Amount shall be paid to MNR by each Merchant irrevocably authorizing only one depositing account acceptable to MNR (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 MNR receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes MNR to ACH debit the specified remittances and any applicable fees listed in Section 2 from the Account on a daily basis as of the next business day after the date of this Agreement and will provide MNR 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). MNR is not responsible for any overdrafts or rejected transactions that may result from MNR’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 MNR exceeds the amount of the Purchase Price, MNR 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 MNR for the following fees, where applicable: A. $_________ 1,000.00 - to cover underwriting, the ACH debit program, and expenses related to the procurement and 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 MNR is returned or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives MNR notice no more than one business day in advance that the Account will have insufficient funds to be debited by MNR and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by MNR or may be collected in addition to any other payment collected by MNR 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 MNR 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. $_________ 1,000.00 - 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 MNR’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, MNR may instead debit $____________ 374.75 (“Estimated Payment”) from the Account every _______________. DAY The Estimated Payment is intended to be an approximation of no more than the Specified Percentage, subject to reconciliation. 4. Reconciliations. Any Merchant may contact MNR’s Reconciliation Department to request that MNR conduct a reconciliation in order to ensure that the amount that MNR 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 MNR or by sending an e-mail to info@mnrcapitalgroup.com 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 I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ 3/20/2023 Name: RICHARD ____________________ EUGENE THOMAS JR Title: ____________________ President/Owner Date: ______________ FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 Page 3 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT period from the date of this Agreement through the date of the request for a reconciliation and, if available, the login and password for the Account. MNR 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. MNR 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 MNR 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 MNR collected more than it was entitled to, then MNR will credit to the Account all amounts to which MNR 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 MNR collected less than it was entitled to, then MNR will debit from the Account all additional amounts to which MNR 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 MNR, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide MNR and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize MNR and/or its agent(s) to deduct the amounts owed to MNR for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to MNR by permitting MNR to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent MNR’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 MNR 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, and 51 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 MNR 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 MNR and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to MNR any bank or financial statements, tax returns, and other documents and records, as MNR 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. MNR is authorized to update such information and financial profiles from time to time as it deems appropriate. 9. Monitoring, Recording, and Electronic Communications. MNR 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 MNR and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for MNR 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. MNR 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 MNR permission to call or send a text message to any telephone number given to MNR 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 MNR permission to communicate I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ Name: RICHARD ____________________ EUGENE THOMAS JR Title: President/Owner 3/20/2023 ____________________ Date: ______________ FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 Page 4 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that MNR 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 MNR 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 MNR’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. MNR may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to MNR. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize MNR, its agents and representatives, and any credit‐reporting agency engaged by MNR, 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 MNR under this Agreement or for MNR’s ability to determine any Merchant’s eligibility to enter into any future agreement with MNR. 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 MNR under the Fair Credit Reporting Act, authorizing MNR to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes MNR 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 MNR under the Fair Credit Reporting Act, authorizing MNR to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes MNR to obtain such information in accordance with a merchant cash advance application. 11. Transactional History. Each Merchant authorizes its bank to provide MNR 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 MNR for monies owed to MNR from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by MNR. 13. No Liability. In no event will MNR 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 MNR 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 MNR to any Merchant. MNR is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in MNR not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, going 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. MNR 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 MNR 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 MNR 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, or a solicitation of an I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ 3/20/2023 Name: RICHARD ____________________ EUGENE THOMAS JR Title: President/Owner ____________________ Date: ______________ FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 Page 5 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 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 MNR 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 MNR 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 MNR 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 MNR 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); (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 MNR; and (iv) to file any claims or take any action or institute any proceeding which MNR 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 MNR, 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. MNR may enforce the provisions of the Guarantee against Guarantor. Protection 3. MNR may enforce its security interest in the Collateral identified in Section 29. Protection 4. MNR may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. MNR 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 6. MNR 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 MNR 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 MNR an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints MNR 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 MNR 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 MNR 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 MNR or any of its affiliates relating to any (i) investigation undertaken by or on behalf of MNR 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 MNR, including this Agreement and any other MNR documents (collectively, “Confidential Information”) are proprietary and confidential information of MNR. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of MNR 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 MNR may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between MNR and each Merchant, including the filing of UCC-1 financing statements and other notices or filings. I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ Name: ____________________ RICHARD EUGENE THOMAS JR Title: President/Owner 3/20/2023 ____________________ Date: ______________ FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 Page 6 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 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 MNR, and future statements which will be furnished hereafter at the request of MNR, 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 MNR 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 MNR’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 MNR or change any place(s) of its business without giving prior written notice to MNR. 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 MNR, other than any for which MNR 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 MNR 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 MNR. 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 MNR under this Agreement and any future agreement with MNR, each Merchant hereby grants to MNR 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 MNR under any other agreement between any Merchant or Guarantor and MNR (the “Cross‐Collateral”) will secure the obligations hereunder and under this Agreement. Negative Pledge: Each I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ Name: ____________________ RICHARD EUGENE THOMAS JR Title: ____________________ President/Owner 3/20/2023 Date: ______________ FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 Page 7 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 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 MNR deems necessary to perfect or maintain MNR’s first priority security interest in the Collateral and the Cross‐Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes MNR to file any financing statements deemed necessary by MNR to perfect or maintain MNR’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to MNR with respect to the Collateral and the Cross‐ Collateral, and that any subsequent lienor may be tortiously interfering with MNR’s rights. Each Merchant shall be liable for and MNR may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by MNR in protecting, preserving, and enforcing MNR’s security interest and rights. Each Merchant further acknowledges that MNR may use another legal name and/or D/B/A or an agent when designating the Secured Party when MNR 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 MNR 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 MNR to be blocked or stopped without providing any advance written notice to MNR with an alternative method for MNR to collect the blocked or stopped payment, which notice may be given by e-mail to info@mnrcapitalgroup.com; (3) Any Merchant intentionally prevents MNR 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 MNR 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 MNR 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 info@mnrcapitalgroup.com. 31. Remedies. In case any Event of Default occurs and is not waived, MNR 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 MNR in connection with this Agreement, including each Protection listed in Section 16, may be exercised at any time by MNR 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, MNR may elect that Merchant(s) be required to pay to MNR 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses incurred by MNR 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 MNR’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 MNR, which consent may be withheld in MNR’s sole discretion. MNR 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 MNR, 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 MNR) 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 MNR and such assignee (the “Assignment Agreement”), have the rights and obligations of MNR 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 performance of every obligation that is a subject of the Guarantee, MNR’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 I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ Name: RICHARD ____________________ EUGENE THOMAS JR Title: President/Owner 3/20/2023 ____________________ Date: ______________ FILED: MONROE COUNTY CLERK 03/25/2024 05:27 PM INDEX NO. E2024005197 DocuSign Envelope ID: F1BCAE10-2777-4D26-9CDC-BECCC970299E NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 03/25/2024 Page 8 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT Merchant. In connection with such assignment, MNR may disclose all information that MNR has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon MNR’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 info@mnrcapitalgroup.com 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 Florida, that the Purchase Price is being paid by MNR in the State of Florida, that the Receivables Purchased Amount is being delivered to MNR in the State of Florida, and that the State of Florida 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 MNR and each Merchant, and the relationship between MNR and each Guarantor will be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of conflict of laws. Each Merchant represents that it does not have a principal place of business located in the Commonwealth of Virginia and that therefore the provisions of Chapter 22.1 of Title 6.2 of the Virginia Code are not applicable to this Agreement. 35. Venue and Forum Selection. Any litigation, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving MNR on one side and any Merchant or any Guarantor on the other must be commenced and maintained in any court located in the Counties of Broward or Miami-Dade in the State of Florida (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