Motion for Writ in Velocity Capital Group Llc v. Deathwheel Entertainment Llc d/b/a Super Fantastic Conventions d/b/a Always and Forever, Lani Lenorr Sheba Sarem| Trellis.Law

On April 04, 2024 a Complaint,Petition was filed involving a dispute between Velocity Capital Group Llc, and Deathwheel Entertainment Llc D B A Super Fantastic Conventions D B A Always And Forever, Lani Lenorr Sheba Sarem, for Commercial - Contract in the District Court of Kings County.

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SUPREME COURT OF THE STATE OF NEW YORK Index No.
COUNTY OF KINGS Date Filed:
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VELOCITY CAPITAL GROUP LLC, SUMMONS

Plaintiff, Basis of venue designated:
Contract
- against -
Plaintiff’s address:
DEATHWHEEL ENTERTAINMENT LLC D/B/A SUPER 333 Pearsall Ave
FANTASTIC CONVENTIONS D/B/A ALWAYS AND Cedarhurst, NY 11516
FOREVER and LANI LENORR SHEBA SAREM,

Defendants.
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To the above-named Defendants:

YOU ARE HEREBY SUMMONED to answer the Complaint in this action and to serve
a copy of your Answer, or if the Complaint is not served with this Summons, to serve a Notice of
Appearance, on the Plaintiff’s attorneys within 20 days after service of this Summons, exclusive
of the day of service (or within 30 days after the service is completed if this Summons is not
personally delivered to you within the State of New York); and in case of your failure to appear or
answer, judgment will be taken against you by default for the relief demanded in the Complaint.

Dated: Garden City, New York GENE ROSEN’S LAW FIRM
March 16, 2024 A PROFESSIONAL CORPORATION
Attorneys for Plaintiff

By: ____________________________________
Gene W. Rosen, Esq.
200 Garden City Plaza, Suite 405
Garden City, New York 11530
Tel (212) 529-3600 Ext. 101
Fax (347) 578-8793
Gene@GeneRosen.com

Defendants’ addresses:

Deathwheel Entertainment LLC d/b/a Super FANtastic Lani Lenorr Sheba Sarem
Conventions d/b/a Always And Forever 3218 Homestead Rd.
3218 Homestead Rd. Park City, UT 84098
Park City, UT 84098

SEE COMPLAINT ANNEXED HERETO

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SUPREME COURT OF THE STATE OF NEW YORK
COUNTY OF KINGS
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VELOCITY CAPITAL GROUP LLC, Index No.

Plaintiff, VERIFIED COMPLAINT

- against -

DEATHWHEEL ENTERTAINMENT LLC D/B/A
SUPER FANTASTIC CONVENTIONS D/B/A
ALWAYS AND FOREVER and LANI LENORR
SHEBA SAREM,

Defendants.
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Plaintiff, by its attorneys, Gene Rosen’s Law Firm - A Professional Corporation, as and for

its complaint herein, alleges the following:

1. At all times hereinafter mentioned, Plaintiff was and still is a limited liability

company formed under the laws of the State of New York.

2. At all times hereinafter mentioned, upon information and belief, Defendant

Deathwheel Entertainment LLC d/b/a Super FANtastic Conventions d/b/a Always And Forever

(“Fantastic”) was and still is a limited liability company formed under the laws of the State of

Utah.

3. At all times hereinafter mentioned, upon information and belief, Defendant Lani

Lenorr Sheba Sarem (“Sarem”) was and still is a resident of the State of Nevada.

4. The parties entered into a written contract providing that any litigation between

them must be commenced and maintained in any Court located in the State of New York. Exhibit

“A” at ¶ 4.5 and page 6.

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AS AND FOR A FIRST CAUSE OF ACTION
(Breach of Contract Against Fantastic)

5. Plaintiff and Fantastic entered into a written contract, dated October 24, 2023, a

copy of which is annexed hereto as Exhibit “A”, whereby Fantastic sold Plaintiff $133,000.00

(“Purchased Amount”) of Fantastic’s accounts, contract rights, and other obligations arising from

or relating to the payment of monies from Fantastic’s customers and other third party payors

(“Receivables”) for the sum of $95,000.00 (“Purchase Price”), to be paid to Plaintiff from 20% of

Fantastic’s revenue. Exhibit “A” at page 1.

6. Fantastic agreed that in the event of its default under the contract, the full

uncollected Purchased Amount plus all fees due under the contract would become immediately

due and payable in full to Plaintiff. Exhibit “A” at ¶ 3.3.

7. Plaintiff paid the Purchase Price, less applicable contractual fees and deductions,

on October 24, 2023. A copy of the proof of funding is annexed hereto as Exhibit “B”.

8. Fantastic breached the contract by defaulting on its representations and warranties

to Plaintiff under the contract and by preventing Plaintiff from collecting the Purchased Amount.

9. Plaintiff held Fantastic in breach of contract on March 15, 2024.

10. The payment history for the contract is annexed hereto as Exhibit “C”.

11. Inclusive of the unpaid balance of the Purchased Amount and all applicable

contractual fees, Fantastic owes Plaintiff the sum of $113,383.75.

12. By reason of the foregoing, Plaintiff has been damaged by Fantastic’s breach of

contract in the sum of $113,383.75 with 9% interest thereon from March 15, 2024.

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AS AND FOR A SECOND CAUSE OF ACTION
(Attorney Fees Against Fantastic)

13. Pursuant to the terms of the contract, Fantastic agreed to pay Plaintiff’s reasonable

attorneys’ fees. Exhibit “A” at ¶ 3.4.

AS AND FOR A THIRD CAUSE OF ACTION
(Breach of Guaranty Against Sarem)

14. Sarem executed a guarantee of performance of all the representations, warranties,

and covenants made by Fantastic in the contract. Exhibit “A” at page 6.

15. By reason of the guarantee, Sarem is obligated to Plaintiff in the sum of

$113,383.75 with 9% interest thereon from March 15, 2024.

AS AND FOR A FOURTH CAUSE OF ACTION
(Attorney Fees Against Sarem)

16. By reason of the guarantee, Sarem is obligated to pay Plaintiff’s reasonable

attorneys’ fees. Exhibit “A” at ¶ 3.4.

DEMAND FOR RELIEF

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

the first and third causes of action in the sum of $113,383.75 with 9% interest thereon from March

15, 2024, and on the second and fourth causes of action in the sum of $28,345.94 or such other

amount as the Court deems just, together with the costs and disbursements of this action and any

such other and further relief as the Court deems just.

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Dated: Garden City, New York
March 16, 2024

GENE ROSEN’S LAW FIRM
A PROFESSIONAL CORPORATION
Attorneys for Plaintiff

By: ____________________________________
Gene W. Rosen, Esq.
200 Garden City Plaza, Suite 405
Garden City, New York 11530
Tel (212) 529-3600 Ext. 101
Fax (347) 578-8793
Gene@GeneRosen.com

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COMPLAINT

EXHIBIT “A”
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REVENUE PURCHASE AGREEMENT

Agreement dated 10/24/2023 between Velocity Capital Group LLC (“VCG”) and the Merchant listed below (“MERCHANT”)

MERCHANT INFORMATION

Merchant’s Legal Name: DEATHWHEEL ENTERTAINMENT

D/B/A: SUPERFANTASTIC CONVENTIONS

Type of Entity: Limited Liability Company (LLC) State of Incorporation: Utah

Federal Tax ID: Business Phone:

Contact Name: LANI LENORR SHEBA SAREM

Mobile: Email Address:

Mailing Address: 5160 MINERAL LAKE DR City: LAS VEGAS State: NV Zip: 89122

Physical Address: 5160 MINERAL LAKE DRIVE City: LAS VEGAS State: NV Zip: 89122

Purchase Price: $95,000.00 Purchased Percentage: 20.00% Purchased Amount: $133,000.00

Payment Frequency: Weekly Remittance: $4,750.00

Merchant hereby sells, assigns, and transfers to VCG (making VCG the absolute owner) in consideration of the Purchase Price specified above, the Purchased Percentage of all of
Merchant’s future accounts, contract rights and other entitlements arising from or relating to the payment of monies from Merchant’s customer’s and/or other third party payors
(the “Receipts” defined as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the Merchant’s business), for the
payments due to Merchant as a result of Merchant’s sale of goods and/or services (the “Transactions”) until the Purchased Amount has been delivered by or on behalf of Merchant
to VCG.
Merchant is selling a portion of a future revenue stream to VCG at a discount, not borrowing money from VCG, therefore there is no interest rate or payment schedule and no time
period during which the Purchased Amount must be collected by VCG. The Remittance is a good faith estimate of (a) Purchased Percentage multiplied -by (b) the daily average
revenues of Seller during the previous calendar month divided by (c) the number of business days in the calendar month. Merchant going bankrupt or going out of business, or
experiencing a slowdown in business, or a delay in collecting its receivables, in and of itself, does not constitute a breach of this Agreement. VCG is entering this Agreement
knowing the risks that Merchant’s business may slow down or fail, and VCG assumes these risks based on Merchant’s representations, warranties and covenants in this
Agreement, which are designed to give VCG a reasonable and fair opportunity to receive the benefit of its bargain. Merchant and Guarantor are only guaranteeing their
performance of the terms of this Revenue Purchase Agreement, and are not guaranteeing the payment of the Purchased Amount. The initial Remittance shall be as described
above. The Remittance is subject to adjustment as set forth in Paragraph 1.4.

VCG will debit the Remittance each business day from only one depositing bank account, which account must be acceptable to, and pre-approved by, VCG (the “Ac- count”)
into which Merchant and Merchant’s customers shall remit the Receipts from each Transaction, until such time as VCG receives payment in full of the Purchased Amount.
Merchant hereby authorizes VCG to ACH debit the Agreed Remittance from the Account on the agreed upon Payment Frequency; a daily basis means any day that is not a
United States banking holiday. VCG’s payment of the Purchase Price shall be deemed the acceptance and performance by VCG of this Agreement. Merchant understands that it
is responsible for ensuring that the Agreed Remittance to be debited by VCG remains in the Account and will be held responsible for any fees incurred by VCG resulting from a
rejected ACH attempt or an Event of Default. VCG is not responsible for any overdrafts or rejected transactions that may result from VCG’s ACH debiting the Agreed
Remittance under the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement be- tween VCG and Merchant, upon the
occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT TERMS AND CONDITIONS the Purchased Percentage shall equal 100%. A list of all
fees applicable under this Agreement is contained in Appendix A.
THE MERCHANT AGREEMENT “TERMS AND CONDITIONS”, THE “SECURITY AGREEMENT AND GUARANTY” AND THE “ADMINISTRATIVE FORM
HEREOF, ARE ALL HEREBY INCORPORATED IN AND MADE A PART OF THIS MERCHANT AGREEMENT.

FOR THE MERCHANT (#1) By: LANI LENORR SHEBA SAREM \s1\
(Print Name) (Title) (Signature)

FOR THE MERCHANT (#2) By: \s2\
(Print Name) (Title) (Signature)

BY THE OWNER (#1) By: LANI LENORR SHEBA SAREM \s1\
(Print Name) (Title) (Signature)

BY THE OWNER (#2) By: \s2\
(Print Name) (Title) (Signature)
1

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_C_H_A_N_T_A_G_R_
MER _M_E_N_T_T_E_R_
EE M_S_
A_ _N_D_I_
ND CO TI_
O_N_
S
1 TERMS OF ENROLLMENT INPROGRAM
1.1 Merchant Deposit Agreement and Processor. Merchant shall (A) execute an agreement acceptable to VCG with a Bank acceptable to VCG
to obtain electronic fund transfer services for the Account, and (B) if applicable, execute an agreement acceptable to VCG with a credit and debit
card processor (the “Processor”) instructing the Processor to deposit all Receipts into the Account. Merchant shall provide VCG and/or its au-
thorized agent(s) with all of the information, authorizations and passwords necessary for verifying Merchant’s receivables, receipts, deposits and
withdrawals into and from the Account. Merchant hereby authorizes VCG and/or its agent(s) to withdraw from the Account via ACH debit the
amounts owed to VCG for the receipts as specified herein and to pay such amounts to VCG. These authorizations apply not only to the approved
Account but also to any subsequent or alternate account used by the Merchant for these deposits, whether pre- approved by VCG or not. This addi-
tional authorization is not a waiver of VCG’s entitlement to declare this Agreement breached by Merchant as a result of its usage of an account
which VCG did not first pre-approve in writing prior to Merchant’s usage thereof. The aforementioned authorizations shall be irrevocable without
the written consent of VCG.
1.2 Term of Agreement. This Agreement shall remain in full force and effect until the entire Purchased Amount and any other amounts due are
received by VCG as per the terms of this Agreement.
1.3 Future Purchase of Increments. Subject to the terms of this Agreement, VCG offers to purchase additional Receipts in the
“Increments”
stated in on Page 1 of this Agreement, if any. VCG reserves the right to delay or rescind the offer to purchase any Increment or any additional Re -

ceipts, in its sole and absolute discretion.
1.4 Adjustments to the Remittance. If an Event of Default has not occurred, every two (2) calendar weeks after the funding of the Purchase Price
to Merchant, Merchant may give notice to VCG to request a decrease in the Remittance. The amount shall be decreased if the amount received by
VCG was more than the Purchased Percentage of all revenue of Merchant since the date of this Revenue Purchase Agreement. The Remittance shall
be modified to more closely reflect the Merchant’s actual receipts by multiplying the Merchant’s actual receipts by the Purchased Percentage divided
by the number of business days in the previous (2) calendar weeks. Seller shall provide VCG with viewing access to their bank account as
well as all information reasonably requested by VCG to properly calculate the Merchant’s Remittance. At the end of the two (2) calendar weeks the
Merchant may request another adjustment pursuant to this paragraph or it is agreed that the Merchant’s Remittance shall return to the Remittance
as agreed upon on Page 1 of this Agreement.
1.5 Financial Condition. Merchant and Guarantor(s) (as hereinafter defined and limited) authorize VCG and its agents to investigate their finan-
cial responsibility and history, and will provide to VCG any authorizations, bank or financial statements, tax returns, etc., as VCG deems necessary
in its sole and absolute discretion prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as ac-
ceptable as an authorization for release of financial and credit information. VCG is authorized to update such information and financial and credit
profiles from time to time as it deems appropriate.
1.6 Transactional History. Merchant authorizes all of its banks, brokers and processor to provide VCG with Merchant’s banking, brokerage and/
or processing history to determine qualification or continuation in this program and for collections purposes. Merchant shall provide VCG with
copies of any documents related to Merchant’s card processing activity or financial and banking affairs within five days after a request from VCG.
1.7 Indemnification. Merchant and Guarantor(s) jointly and severally indemnify and hold harmless Processor, its officers, directors and shareholders
against all losses, damages, claims, liabilities and expenses (including reasonable attorney’s fees) incurred by Processor resulting from (a) claims
asserted by VCG for monies owed to VCG from Merchant and (b) actions taken by Processor in reliance upon any fraudulent, misleading or decep-
tive information or instructions provided by VCG.
1.8 No Liability. In no event will VCG be liable for any claims asserted by Merchant or Guarantors 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 both
Merchant and Guarantor(s). In the event these claims are nonetheless raised, Merchant and Guarantors will be jointly liable for all of VCG’s at-
torney’s fees and expenses resulting therefrom.
1.9 Reliance on Terms. Section 1.1, 1.6, 1.7, 1.8 and 2.5 of this Agreement are agreed to for the benefit of Merchant, VCG, Processor, and Mer-
chant’s bank and notwithstanding the fact that Processor and the bank is not a party of this Agreement, Processor and the bank may rely upon their
terms and raise them as a defense in any action.
1.10 Sale of Receipts. Merchant and VCG agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that
such Purchase Price is not intended to be, nor shall it be construed as a loan from VCG to Merchant. Merchant agrees that the Purchase Price is in
exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. VCG has purchased and shall own
all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to VCG in respect
to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s
customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be
interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall
exceed the highest rate permissible at law. In the event that a court nonetheless determines that VCG has charged or received interest hereunder in
excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law
and VCG shall promptly refund to Merchant any interest received by VCG in excess of the maximum lawful rate, it being intended that Merchant
not pay or contract to pay, and that VCG not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that
which may be paid by Merchant under applicable law. As a result thereof, Merchant knowingly and willingly waives the defense of Usury in any
action or proceeding.
1.11 Power of Attorney. Merchant irrevocably appoints VCG 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 VCG from Processor, or in the case of a violation by Merchant of Section 1or the oc- currence
of an Event of Default under Section 3 hereof, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies due or to become
due under or in respect of any of the Collateral; (iii) to receive, endorse and collect any checks, notes, drafts, instruments, docu- ments or chattel
paper in connection with clause (i) or clause (ii) above; (iv) to sign Merchant’s name on any invoice, bill of lading, or assignment di-
recting customers or account debtors to make payment directly to VCG; and (v) to contact Merchant’s banks and financial institutions us- ing
Merchant and Guarantor(s) personal information to verify the existence of an account and obtain account balances (vi) to file any claims or take any
action or institute any proceeding which VCG may deem necessary for the collection of any of the unpaid Purchased Amount from the Collateral or
otherwise to enforce its rights with respect to payment of the Purchased Amount.
1.12 Protections against Default. The following Protections 1 through 8 may be invoked by VCG immediately and without notice to Merchant in
the event: (a) Merchant takes any action to discourage the use of electronic check processing that are settled through Processor, or permits any
event to occur that could have an adverse effect on the use, acceptance, or authorization of checks or other payments or deposits for the purchase of
Merchant’s services and products including but not limited to direct deposit of any checks into a bank account without scanning into the VCG
electronic check processor; (b) Merchant changes its arrangements with Processor or the Bank in any way that is adverse or unacceptable to VCG; (c)
Merchant changes the electronic check processor through which the Receipts are settled from Processor to another electronic check processor, or
permits any event to occur that could cause diversion of any of Merchant’s check or deposit transactions to another processor; (d) Merchant inten-
tionally interrupts the operation of this business transfers, moves, sells, disposes, or otherwise conveys its business and/or assets without
2 Initials /
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(i) the express prior written consent of VCG, and (ii) the written agreement of any VCG or transferee to the assumption of all of Merchant’s obliga-
tions under this Agreement pursuant to documentation satisfactory to VCG; (e) Merchant takes any action, fails to take any action, or offers any in-
centive— economic or otherwise—the result of which will be to induce any customer or customers to pay for Merchant’s services with any means
other than payments, checks or deposits that are settled through Processor; or (f) Merchant fails to provide VCG with copies of any documents
related to Merchant’s card processing activity of financial and banking affairs within five days after a request from VCG. These protections are in
addition to any other remedies available to VCG at law, in equity or otherwise pursuant to this Agreement.
Protection 1. The full uncollected Purchased Amount plus all fees (including reasonable attorney’s fees) due under this Agreement and the attached
Security Agreement become due and payable in full immediately.
Protection 2. VCG may enforce the provisions of the Limited Personal Guaranty of Performance against the Guarantor(s).
Protection 3. Merchant hereby authorizes VCG to execute in the name of the Merchant a Confession of Judgment in favor of VCG in the amount of
Purchased Amount stated in the Agreement. Upon an Event of Default, VCG may enter that Confession of Judgment as a Judgment with the Clerk
of any Court and execute thereon.
Protection 4. VCG may enforce its security interest in the Collateral.
Protection 5. The entire Purchased Amount and all fee (including reasonable attorney’s fees) shall become immediately payable to VCG from
Merchant.
Protection 6. VCG may proceed to protect and enforce its right and remedies by lawsuit. In any such lawsuit, if VCG recovers a Judgment
against Merchant, Merchant shall be liable for all of VCG’s costs of the lawsuit, including but not limited to all reasonable attorneys’ fees and court
costs. Protection 7. This Agreement shall be deemed Merchant’s Assignment of Merchant’s Lease of Merchant’s business premises to VCG. Upon
breach of any provision in this Agreement, VCG may exercise its rights under this Assignment of Lease without prior Notice to Merchant. Protection
8. VCG may debit Merchant’s depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check
drawn on Merchant’s bank account or otherwise for all sums due to VCG.
1.13 Protection of Information. Merchant and each person signing this Agreement on behalf of Merchant and/or as Owner or Guarantor, in respect
of himself or herself personally, authorizes VCG to disclose information concerning Merchant’s and each Owner’s and each Guarantor’s credit stand-
ing (including credit bureau reports that VCG obtains) and business conduct only to agents, affiliates, subsidiaries, and credit reporting bureaus.
Merchant and each Owner and each Guarantor hereby and each waives to the maximum extent permitted by law any claim for damages against VCG
or any of its affiliates relating to any (i)investigation undertaken by or on behalf of VCG as permitted by this Agreement or (ii) disclosure of
information as permitted by this Agreement.
1.14 Confidentiality. Merchant understands and agrees that the terms and conditions of the products and services offered by VCG, including this
Agreement and any other VCG documents (collectively, “Confidential Information”) are proprietary and confidential information of VCG. Ac-
cordingly, unless disclosure is required by law or court order, Merchant shall not disclose Confidential Information of VCG to any person other than
an attorney, accountant, financial advisor or employee of Merchant who needs to know such information for the purpose of advising Merchant
(“Advisor”), provided such Advisor uses such information solely for the purpose of advising Merchant and first agrees in writing to be bound by the
terms of this section. A breach hereof entitles VCG to not only damages and reasonable attorney’s fees but also to both a Temporary Restraining
Order and a Preliminary Injunction without Bond or Security.
1.15 Publicity. Merchant and each of Merchant’s Owners and all Guarantors hereto all hereby authorizes VCG to use its, his or her name in listings
of clients and in advertising and marketing materials.
1.16 D/B/A’s. Merchant hereby acknowledges and agrees that VCG may be using “doing business as” or “d/b/a” names in connection with vari-
ous matters relating to the transaction between VCG and Merchant, including the filing of UCC-1 financing statements and other notices or filings.

2 REPRESENTATIONS, WARRANTIES ANDCOVENANTS
Merchant represents warrants and covenants that, as of this date and during the term of this Agreement:
2.1Financial Condition and Financial Information. Merchant’s and Guarantors’ bank and financial statements, copies of which have been furnished
to VCG, and future statements which will be furnished hereafter at the discretion of VCG, fairly represent the financial condition of Merchant at such
dates, and since those dates there has been no material adverse changes, financial or otherwise, in such condition, operation or ownership of Mer- chant.
Merchant and Guarantors have a continuing, affirmative obligation to advise VCG of any material adverse change in their financial condition, operation
or ownership. VCG may request statements at any time during the performance of this Agreement and the Merchant and Guarantors shall provide
them to VCG within five business days after request from VCG. Merchant’s or Guarantors’ failure to do so is a material breach of this Agreement.
2.2 Governmental Approvals. Merchant 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 and/or will engage in hereafter.
2.3 Authorization. Merchant, and the person(s) signing this Agreement on behalf of Merchant, have full power and authority to incur and perform
the obligations under this Agreement, all of which have been duly authorized.
2.4 Use of Funds. Merchant agrees that it shall use the Purchase Price for business purposes and not for personal, family, or household purposes.
2.5 Electronic Check Processing Agreement. Merchant will not change its Processor, add terminals, change its financial institution or bank
account(s)or take any other action that could have any adverse effect upon Merchant’s obligations under this Agreement, without VCG’s
prior written consent. Any such changes shall be a material breach of this Agreement.
2.6 Change of Name or Location. Merchant will not conduct Merchant’s businesses under any name other than as disclosed to the Processor and
VCG, nor shall Merchant change any of its places of business without prior written consent by VCG.
2.7 Daily Batch Out. Merchant will batch out receipts with the Processor on a daily basis if applicable.
2.8 Estoppel Certificate. Merchant will at every and all times, and from time to time, upon at least one (1) day’s prior notice from VCG to
Merchant, execute, acknowledge and deliver to VCG and/or to any other person, firm or corporation specified by VCG, a statement certifying that
this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified
and stating the modifications) and stating the dates which the Purchased Amount or any portion thereof has been repaid.
2.9 No Bankruptcy. As of the date of this Agreement, Merchant is not insolvent and does not contemplate filing for bankruptcy in the next six months
and has not consulted with a bankruptcy attorney or 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 Merchant. 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.
2.10 Unencumbered Receipts. Merchant has good, complete, unencumbered and marketable title to all Receipts, 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 the transactions contemplated with, or adverse to the interests of
VCG.
2.11 Business Purpose. Merchant is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and
Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family or household purposes.
2.12 Defaults under Other Contracts. Merchant’s execution of, and/or performance under this Agreement, will not cause or create an event of default
by Merchant under any contract with another person or entity.
2.13 Good Faith. Merchant and Guarantors hereby affirm that Merchant is receiving the Purchase Price and selling VCG the Purchased Amount
in good faith and will use the Purchase Price funds to maintain and grow Merchant’s business.

Initials \i / \i2\
10 3 of 21
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FILED: KINGS COUNTY CLERK 04/04/2024 08:38 PM INDEX NO. 509633/2024
DocuSign Envelope ID: 0A1B4B97-7CF6-49DC-AACB-3FB7F7B23AF6
NYSCEF DOC. NO. 1 RECEIVED NYSCEF: 04/04/2024
3 EVENTS OF DEFAULT ANDREMEDIES
3.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder:
(a) Merchant or Guarantor shall violate any term or covenant in this Agreement;
(b) Any representation or warranty by Merchant in this Agreement shall prove to have been incorrect, false or misleading in any material respect when
made; (c) the sending of notice of termination by Merchant or verbally notifying VCG of its intent to breach this Agreement;
(d) the Merchant fails to give VCG 24 hours advance notice that there will be insufficient funds in the account such that the ACH of the Remittance
amount will not be honored by Merchant’s bank, and the Merchant fails to supply all requested documentation and allow for daily and/or real time
monitoring of its bank account;
(f) Merchant shall transfer or sell all or substantially all of its assets;
(g) Merchant shall make or send notice of any intended bulk sale or transfer by Merchant;
(h) Merchant shall use multiple depository accounts without the prior written consent of VCG
(i) Merchant shall change its depositing account without the prior written consent of VCG; or
(j) Merchant shall close its depositing account used for ACH debits without the prior written consent of VCG
(k) Merchant’s bank returns a code other than NSF cutting VCG from its collections
(l) Merchant has 5 bounced payments or stops payments to VCG
(m) Merchant shall default under any of the terms, covenants and conditions of any other agreement with VCG.
3.2 Limited Personal Guaranty In the Event of a Default, VCG will enforce its rights against the Guarantors of this transaction. Said Guarantors will
be jointly and severally liable to VCG for all of VCG’s losses and damages, in additional to all costs and expenses and legal fees associated with such
enforcement.
3.3 Remedies. In case any Event of Default occurs and is not waived pursuant to Section 4.4. hereof, VCG 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 Merchant’s obligations hereunder (including the Guaranty) or any other legal or
equitable right or remedy. All rights, powers and remedies of VCG in connection with this Agreement may be exercised at any time by VCG after
the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by
law or equity.
3.4 Costs. Merchant shall pay to VCG all reasonable costs associated with (a) an Event or Default, (b) breach by Merchant of the Covenants in
this Agreement and the enforcement thereof, and(c) the enforcement of VCG‘s remedies set forth in this Agreement, including but not limited to court
costs and attorney’s fees.
3.5 Required Notifications. Merchant is required to give VCG written notice within 24 hours of any filing under Title ll of the United States
Code. Merchant is required to give VCG seven days’ written notice prior to the closing of any sale of all or substantially all of the Merchant’s assets
or stock.
4 MISCELLANEOUS
4.1 Modifications; Agreements. No modification, amendment, waiver or consent of any provision of this Agreement shall be effective unless the
same shall be in writing and signed by VCG.
4.2 Assignment. VCG may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in whole or in
part.
4.3 Notices. All notices, requests, consents, demands and other communications hereunder shall be delivered by certified mail, return receipt re-
quested, to the respective parties to this Agreement at the addresses set forth in this Agreement. Notices to VCG shall become effective only upon
receipt by VCG. Notices to Merchant shall become effective three days after mailing.
4.4 Waiver Remedies. No failure on the part of VCG to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any
other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity.
4.5 Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement shall be binding upon and inure to the benefit of Merchant, VCG and
their respective successors and assigns, except that Merchant shall not have the right to assign its rights hereunder or any interest herein without the
prior written consent of VCG which consent may be withheld in VCG’s sole discretion. VCG reserves the rights to assign this Agreement with or
without prior written notice to Merchant. This Agreement shall be governed by and construed in accordance with the laws of the state of New York,
without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance
or breach hereof, shall, if VCG so elects, be instituted in any court sitting in New York, (the “Acceptable Forums”). Merchant agrees that the
Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction
or venue. Should such proceeding be initiated in any other forum, Merchant waives any right to oppose any motion or application made by VCG to
transfer such proceeding to an Acceptable Forum. Merchant agrees that VCG may serve Merchant with process via certified mail by depositing into a
United States Postal Service depositary, a properly postage envelope addressed to Merchant at its address listed herein (or such other address that
Merchant specifically requests in writing that VCG substitute in place of the address listed herein).
4.6 Survival of Representation, etc. All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement
and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated.
4.7 Interpretation. All Parties hereto have reviewed this Agreement with attorney of their own choosing and have relied only on their own attorneys’
guidance and advice. No construction determinations shall be made against either Party hereto as drafter.
4.8 Severability. In case any of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of any other provision contained herein shall not in any way be affected or impaired.
4.9 Entire Agreement. Any provision hereof prohibited by law shall be ineffective only to the extent of such prohibition without invalidating the
remaining provisions hereof.
This Agreement and the Security Agreement and Guaranty hereto embody the entire agreement between Merchant and VCG and supersede all prior
agreements and understandings relating to the subject matter hereof.
4.10 JURY TRIAL WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING
ON ANY MATTER ARISING INCONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OR THEENFORCEMENT
HEREOF. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND
VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS
WAIVER WITH THEIR ATTORNEYS.
4.11 CLASS ACTION WAIVER. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY
AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS
PROHIBITED BY LAW AS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW
TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (l) THE
PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE
CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND ( 2) THE
PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR
OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION.
4.12 Facsimile & Digital Acceptance. Facsimile signatures and digital signatures he

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Complaint,Petition: Velocity Capital Group Llc v. Deathwheel Entertainment Llc d/b/a Super Fantastic Conventions d/b/a Always and Forever, Lani Lenorr Sheba Sarem

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