Preview
FILED: MONROE COUNTY CLERK 04/08/2024 10:31 AM INDEX NO. E2024006051
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024
MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT.
Receipt # 3816548
Book Page CIVIL
Return To: No. Pages: 15
JEFFREY MICHAEL PARRELLA
14 Wall Street Instrument: EXHIBIT(S)
20th Floor
New York, NY 10005 Control #: 202404092742
Index #: E2024006051
Date: 04/09/2024
RDM CAPITAL FUNDING, LLC DBA FINTAP Time: 4:07:06 PM
R&R LUCKY INC DBA PUNJABI KITCHEN
SANDHU, ARUN
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
202404092742 Index # : E2024006051
Contract
INDEX NO. ID: 111876
E2024006051
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM
ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024
MASTER RECEIVABLES PURCHASE AGREEMENT
(WEEKLY)
This Purchase Agreement ("Agreement") is made and entered into as of October 13, 2023, by and between RDM Capital Funding, LLC DBA FinTap,
a New Jersey limited liability company located at 777 Passaic Ave, suite 375, Clifton, NJ 07012 (hereafter "Buyer"), as Buyer, and R&R Lucky Inc
DBA Punjabi Kitchen located at 2576 West Sunset Avenue STE C, Springdale, AR 72762 (hereafter "Seller"), as Seller, with an email address at
pknwa1417@gmail.com.
SCHEDULE OF PURCHASED RECEIPTS
Purchase Price: $105,000.00
(The dollar amount that Buyer is paying for the Amount Sold of Seller's Future Receivables.)
Amount Sold: $138,600.00
(The dollar value of the Receipts being sold.)
Purchased Percentage: 8.92%
(The percentage of Receipts Seller agrees to remit to Buyer on a weekly basis.)
Weekly Amount: $3,465.00
(The dollar amount to be collected from Seller’s Account once each week that represents an estimate of the average
monthly sales x Purchased Percentage / 4 weeks in average calendar month, subject to reconciliation or adjustment.)
Origination Fees: $3,150.00
(Fees for costs incurred in underwriting and paying certain additional compensation to referral sources. Shall be
deducted from the initial advance of the Purchase Price.)
PURCHASE AND SALE OF RECEIPTS
1. Sale of Receipts. Seller agrees to sell to Buyer, in consideration of the Purchase Price as specified in the Schedule of Purchased Receipts, the
Amount Sold, the Purchased Percentage of the proceeds of Seller’s accounts receivables and payment rights arising out of or relating to Seller’s
sale or deliver of good or services due to Seller after the date of this agreement, whether paid directly by Seller’s customers or paid by others
on Seller’s customers’ behalves or as reimbursements (“Receipts”), including amounts due from Seller’s credit card processor (hereafter
“Processor”), which shall be remitted by Seller to Buyer each week until the Amount Sold is delivered in full in accordance with Section 2. In
consideration for the Amount Sold, Buyer will deliver to Seller the Purchase Price, shown above, minus any fees shown above. Delivery of the
Purchase Price by Buyer shall constitute its acceptance of the terms of this Agreement, even if it does not sign the Agreement. Seller
acknowledges that it has no right to repurchase the Amount Sold from Buyer.
2. Collection of Receipts; Collection Authorization. In lieu of calculating the Purchased Percentage of Receipts each week, Buyer will collect
each week the Weekly Amount of the Receipts specified in the Schedule of Purchased Receipts, representing a good faith estimate by Buyer
and Seller of the Purchased Percentage of Receipts, subject to reconciliation or adjustment in the manner set forth in Section 9. Except as
otherwise agreed in writing between the parties, Buyer agrees to accept the remittance of the Weekly Amount by debiting the Seller’s designated
bank account into which Seller shall deposit all of its Receipts (the “Account”). Seller understands that this authorization is a fundamental
condition to induce Buyer to enter into this Agreement. If furtherance thereof, Seller irrevocably authorizes Buyer or its designated successor
or assignee to withdraw the Weekly Amount by initiating a debit via the Automated Clearing House (ACH) system or any other electronic
means, or any other means deemed appropriate to debit entries to the Account, and shall execute the accompanying Authorization Agreement
for Automated Clearing House Transactions (“ACH Authorization”). In the event that Buyer withdraws erroneously from the Account, Seller
shall promptly notify Buyer of the same and hereby authorizes Buyer to credit the Account for the amount erroneously withdrawn.
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202404092742 Index
INDEX #: E2024006051
Contract
NO. ID: 111876
E2024006051
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM
ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024
3. Fees. Seller shall pay all fees and charges allowable under this Agreement together with all of the fees and charges set forth on the Fee Structure
Addendum, attached hereto as Exhibit A and incorporated by reference immediately upon assessment. In addition, Buyer may upon prior
notice to Seller change any of the fees or charges under this Agreement and/or under the Fee Structure Addendum.
4. Notice of Insufficient Funds or No Receipts. In the event that Seller’s Account does not have adequate funds available to cover the Weekly
Amount to be delivered to Buyer or or that or Seller has, or anticipates having, no Receipts or substantially diminished Receipts (either
temporarily or for a longer period), Seller shall provide twenty-four (24) advance notice to Buyer hours advance notice (or such other reasonable
notice as necessitated by the circumstances), but in no event shall Seller delay provide notice of insufficient funds or no (or limited) Receipts
to Buyer for more than two days after Seller becomes aware of such circumstances or receives notice of a rejected debit. Notice may be in
writing or by telephone. If Seller fails to provide notice in accordance with this paragraph, Buyer may assess the NSF Fee set forth in the Fee
Structure Addendum per each occurrence.
5. Seller’s Representations, Warranties and Covenants. Seller represents, warrants and covenants the following as of this date, and at all
times during the course of this Agreement:
a Seller is a business entity that has been validly formed and is in good standing under the laws of the jurisdiction(s) in which it is organized
and/or operates. Seller is a business that regularly accepts payments by credit cards, checks or other methods as a means by which its
customers pay Seller for amounts due for goods and services.
b Seller possesses and is in compliance with all permits, licenses, approvals, consents and other authorizations necessary to conduct its
business. Seller is in compliance with any and all applicable federal, state, and local laws and regulations. Seller possesses all requisite
permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged.
c Seller shall conduct its business consistent with past practice and shall use the Purchase Price, whether the funding of such Purchase
Price occurs contemporaneous with the execution of this Agreement or anytime time thereafter, solely for business purposes and none
will be used for personal, household or consumer purposes. Seller and Buyer hereby acknowledge and agree that none of the parties to
or guarantor of this Agreement is a “consumer” with respect to this Agreement and underlying transaction, and neither this Agreement
nor any guarantee thereof shall be construed as a consumer transaction.
d Seller acknowledges that it is entering into this Agreement in the ordinary course of its business and that the remittances to be made
from Seller to Buyer under this Agreement are being made in the ordinary course of Seller’s business. Nothing in this Agreement to the
contrary, Seller shall operate its business in good faith and do nothing to intentionally cause the diminution of the Receipts or diversion
of any portion of the Receipts from the Account without Buyer’s written permission, which permission shall not be unreasonably
withheld. This provision is to ensure collectability of the portion of the Receipts purchased by Buyer.
e Any and all credit card processing terminals and/or point of sale systems shall be approved by Buyer and programmed to process only
through a Buyer-approved Processor.
f Each financial record, statement, books and records or other documents Seller has provided to Buyer in connection with Buyer’s
assessment of this transaction, either before or after the execution of this Agreement, is to Seller’s knowledge true and accurate. If any
information has since or will come to Seller’s attention that materially affects the truth or accuracy of such documents, Buyer shall
immediately provide written notice of the same to Seller.
g Except as otherwise disclosed in writing to Buyer, Seller has good, complete and marketable title to all Receipts and all collateral in
which Buyer has been granted a security interest under this Agreement, free and clear of any and all liabilities, liens, claims, charges,
restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature
whatsoever other than in favor of Buyer, or any other rights or interests that may be inconsistent with the transactions contemplated with,
or adverse to the interests of Buyer. Seller has not entered into any other agreement for the sale or encumbrance of Receipts and/or
merchant cash advance agreement except as disclosed to Buyer in writing. Seller shall not enter into any other sale or encumbrance of
any portion of its Receipts and/or merchant cash advance agreement, without advance notice to Buyer.
h Seller represents, warrants, and covenants that it has good, complete, 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 this Agreement or adverse
to the interests of Buyer, other than any for which Buyer has actual or constructive knowledge or which have been disclosed to Buyer
by Seller as of the date of this Agreement.
i Seller represents, warrants, and covenants that it will not enter into with any party other than Buyer any arrangement, agreement, or
commitment that relates to, involves or would result in a lien upon the Receipts, whether in the form of a purchase of, a loan against,
collateral against, or the sale or purchase of credits against Receivables without advance notice to Buyer.
j Seller shall not sell, dispose, convey or otherwise transfer its business or assets without advance notice to Buyer. If Seller remains a
going concern and/or continues to generate Receipts, such transfer shall not be made without the written consent by Seller and the
assumption of all of Seller’s obligations under this Agreement by the purchaser or transferee of the business or assets pursuant to
documentation reasonably satisfactory to Buyer.
k Except as disclosed to Buyer in writing, Seller has no current plans to close its business either temporarily, whether for renovations,
repairs or any other purpose, or permanently. Seller agrees that until Buyer has received all of the Amount Sold, Seller will not voluntarily
close its business for renovations, repairs or any other purposes. This provision, however, does not prohibit Seller from closing its
business (i) if such closing is required to conduct renovations or repairs that are required by local ordinance or other legal order, such as
from a health or fire inspector, or (ii) if otherwise forced to close by circumstances not reasonably in the control of Seller. Prior to any
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202404092742 Index
INDEX #: E2024006051
Contract
NO. ID: 111876
E2024006051
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM
ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024
closure, Seller will provide Buyer advanced written notice.
l Seller shall furnish Buyer with the bank statements for its Account and any and all other accounts to which proceeds from Seller’s Receipts
are deposited within two (2) days of any such request by Buyer.
m Seller’s execution of and/or performance under this Agreement will not cause or create an event of default by Seller under any contract
with another person or entity.
n Seller shall not attempt to revoke its ACH Authorization to Buyer set forth in this Agreement or otherwise take any measure to interfere
with Buyer’s ability to collect the Weekly Amount or any other amount Buyer is otherwise entitled to receive from either Seller or
Processor.
o The Account shall be one that is established and used for business purposes only and not for personal, family, or household purposes.
Seller shall not commingle funds in the account which are for personal, family or household purposes.
p Seller shall not close the Account or change the bank account into which Processor deposits the Receipts to another account without
advance notice to Buyer and Seller’s execution of a new ACH Authorization in Buyer’s favor for the new account.
q Except as otherwise disclosed in writing to Buyer, there are no pending lawsuits, arbitrations, judgments and/or claims against Seller,
including without limitation any in which the subject matter is, or a lien is placed upon, the Receipts.
r Seller shall not conduct its businesses under any name other than as disclosed to Buyer, or change any of its places of business, or change
the type of business it conducts without advance notice to Buyer and entry into documentation satisfactory to Buyer to ensure that the
receipts generated by Seller shall continue to be remitted to Buyer.
s Seller represents that the information it furnished Buyer in this Agreement and preceding application, including, without limitation,
Seller’s processing statements, is true and accurate in all respects and fairly represents the financial condition, result of operations and
cash flows of Seller at such dates, and since the dates therein, there has been no material adverse change in the business or its prospects
or in the financial condition, results of operations, or cash flows of Seller.
t As of the date of this Agreement, Seller 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 Seller. Seller 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. Nothing
herein shall prevent Seller from filing a petition for bankruptcy protection or make any voluntary or involuntary bankruptcy filing an
event of Default under this Agreement where such filings are necessitated by circumstances unknown or unforeseen as of the date of
Seller’s entry into this Agreement.
u The person who signed this Agreement on behalf of Seller is authorized by Seller to sign this Agreement on behalf of Seller.
v Seller shall provide Buyer with viewing access to the Account and shall not take any action to block Buyer’s viewing access. Seller must
provide updated login information for the Account within 24 hours of the change.
w The following covenants are intended to ensure the collectability of the portion of the Receipts purchased by Buyer as they are generated
and shall not be construed as modifications of the above provisions that Buyer has purchased only the Purchased Percentage of the
Receipts as a contingent purchase of receivables:
• Seller, without written notice to Buyer, shall not: (i) take any action to discourage the use of electronic check or credit or debit
card processing that is settled through Processor or the Account, 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 Seller’s services and products;
(ii) change its arrangements with Processor or the bank at which the Account is located in any way that is adverse or unacceptable
to Buyer; (iii) change the processor through which the Receipts are settled from Processor to another processor, or permits any
event to occur that could cause diversion of any of Seller’s check, credit card, debit card or deposit transactions to another
processor.
• Seller, without the written consent of Buyer, shall not: (i) intentionally interrupt the operation of its business or transfer, move,
sell, dispose, divert or otherwise convey its business and/or assets (including its customers or receivables) without (1) the express
prior written consent of Buyer, and (2) the written agreement of any purchaser or transferee to assume all of Seller’s obligations
under this Agreement pursuant to documentation satisfactory to Buyer; (ii) take any action, fails to take any action, or offer any
incentive (economic or otherwise) the result of which will be to induce any of Seller’s customers to pay for Seller’s goods or
services with any means other than payments, checks or deposits that are settled through Processor or deposited in the Account;
(iii) fail to remit its receivables into the Account; (iv) open another account at a financial institution other than the bank at which
the Account is located, or opens another account at the bank at which the Account is located and into which account Seller
diverts deposit of its Receipts or any portion thereof; (v) close the Account, block the Account or make any other material
changes to the Account that would prevent Buyer from debiting the Account; (vi) purport to revoke the ACH Authorization; or
(vii) block Buyer’s viewing access to the Account, including by changing its log-in credential or otherwise;
• Seller shall not fail to provide financial documents or other information requested by Buyer including, without limitation, copies
of any documents related to Seller’s credit card or payment processing activity or financial and banking affairs within two (2)
days after a request from Buyer.
In the event that Seller changes its Buyer-approved Account without advance notice to Buyer and entry into a new ACH Authorization
for the new account in favor of Buyer, Seller shall, in addition to paying any other damages suffered by Buyer, pay to Buyer the Default
Fee set forth in the Fee Structure Addendum.
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202404092742 Index
INDEX #: E2024006051
Contract
NO. ID: 111876
E2024006051
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM
ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024
x Seller understands that: (i) the foregoing representations, warranties and covenants of Seller are a fundamental condition to induce Buyer
to enter into this Agreement; (ii) Buyer is relying on these representations, warranties and covenants of Seller in entering into this
Agreement; and (iii) Buyer would not make any payment of any Purchase Price to Seller hereunder if any of the foregoing
representations, warranties and covenants were not accurate.
6. No Agency Relationship Created. Unless otherwise disclosed, Buyer is an entirely separate and independent entity from the Processor and
the irrespective agents. Buyer does not have any power or authority or control over Processor’s actions with respect to the processing of Seller’s
credit card transactions. Neither Processor or Buyer are the agent for the other, neither is authorized to waive or alter any term or condition of
this Agreement and their representations shall in no way affect Seller’s or Buyer’s rights and obligations set forth herein.
7. Nonrecourse Sale of Receipts; No Right to Repurchase; and Non-Consumer Transaction. THIS IS NOT A LOAN. Seller and Buyer
agree that the Purchase Price paid by Buyer in exchange for the Amount Sold of Receipts as set forth in the Schedule of Purchased Receipts is
for the purchase and sale of the Purchased Percentage of the Receipts up to the Amount Sold, is a true sale of receipts and is not intended to
be, nor shall it be construed as, a loan or an assignment for security from Buyer to the Seller. Hence, there is no interest rate or fixed payment
schedule and no time period during which the Receipts must be collected, or the Amount Sold realized, by Buyer.
a Absent a written modification between the parties, and absent an event of Default the total amount paid by Seller to Buyer will never
exceed the Amount Sold (plus any applicable fees as set forth in this Agreement). If Receipts are remitted more slowly than Buyer may
have anticipated or projected or if the full Amount Sold is never received by Seller due to adverse changes to or the termination of
Seller’s business or otherwise, and Seller has not breached this Agreement, Seller would not owe anything to Buyer and would not be in
breach of, or Default under, this Agreement. Buyer is buying the Amount Sold of Receipts knowing the risks that Seller's business may
not perform as expected, go bankrupt or fail, and Buyer assumes these risks based on Seller's representations, warranties and covenants
in this Agreement and the financial and business information previously provided by Seller.
b The period of time over which it will take Buyer to collect the full Amount Sold is not fixed, is unknown to both parties as of the date
of this Agreement and will depend on how well or poorly Seller’s business performs hereafter. As an extreme example, in the event
Seller’s business ceases to exist after Buyer’s purchase of the Receipts and prior to the delivery of the full Amount Sold as a result of a
cessation of revenues for reasons outside Seller’s control, Buyer may never collect all or a substantial portion of the Amount Sold.
c By this Agreement, Seller transfers to Buyer full and complete ownership of the Purchased Percentage of the Receipts as they are created
or received, and the Receipts shall be held in trust in favor of Buyer, and Seller retains no legal or equitable interest therein. Payments
made to Buyer in respect of the Amount Sold shall be conditioned upon Seller’s sale of products and services, and the payments therefor
by or on behalf of Seller’s customers. Buyer is a bona fide purchaser of the Amount Sold for fair value. Seller agrees that the Purchase
Price equals the fair market value for the risk undertaken by Buyer in consideration for the Amount Sold of Receipts.
d Seller agrees that it will treat the Purchase Price and Amount Sold in a manner consistent with a sale in its accounting records and tax
returns, and not as a loan. Seller agrees that Buyer is entitled to audit Seller’s accounting records upon reasonable notice in order to
verify compliance.
e Seller hereby appoints Buyer, and Buyer accepts appointment, as servicer for and on behalf of Seller for the purpose of collecting and
delivering Receipts to Buyer as required by this Agreement until Buyer has received the Amount Sold, and Seller agrees that all such
Receipts shall be received and held in trust for the benefit of Seller for purposes of performing the terms of this Agreement.
f Because the parties acknowledge and rely upon the lawfulness of this transaction under the laws of the State of New York and the
fairness of its terms, Seller knowingly and willingly waives and is estopped from asserting any claim or defense of usury in any legal
action or proceeding, whether based on New York law or the law of any other jurisdiction.
g Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, any such
disclosure by Buyer does not change the intention of the parties that the transaction evidenced by this Agreement is not a loan and does
not have an interest rate.
8. Adjustments/Reconciliations. The Weekly Amount is derived from an estimate of the Purchased Percentage of Seller's expected Receipts
for each calendar month and is subject to adjustment in the event of a material change in the amount of Receipts. A request for adjustment of
the Weekly Amount may be made by either Buyer or Seller, in accordance with this Section. While there is no set term for the delivery of the
Receipts under this Agreement, any adjustment will have the effect of shortening or lengthening the time period over which Receipts are
actually delivered. In the event that as a result of the remittances of the Weekly Amount Seller has overdelivered more than the Purchased
Percentage of Seller’s Receipts since the effective date of this Agreement (such as because there has been a diminution of the actual Receipts),
Seller shall have the right to request a reconciliation so that Buyer shall return to Seller such amounts as may exceed the then currently realized
amount of the Purchased Percentage of Receipts. It shall be Seller’s sole responsibility to request a reconciliation, if it is required.
a Adjustment Requests by Seller. As long as there has not been a Default under this Agreement, if there has been a material change in the
Seller’s Receipts, Seller may give written notice to Buyer by email to info@fintap.com, requesting that Buyer conduct a review in order
to ensure that the Weekly Amount collected by Buyer more closely approximates the Purchased Percentage of the actual average
Receipts, and if an adjustment to the Weekly Amount is required Buyer shall adjust in accordance with this Section. A request for an
adjustment by Buyer may be made upon five (5) days written notice by email to Seller, and requesting that Seller provide the login and
password for Seller’s Account and any bank statements (or month-to-date banking information), merchant statements, and similar
documents as may be necessary to reconcile the amounts received or to be received by Buyer with the Purchased Percentage of Receipts.
In order to effectuate this review, Seller must produce with its request the login and password for Seller’s Account and any bank
statements (or month-to-date banking information), merchant statements, and similar documents as may be necessary to adjust the
amounts received or to be received by Buyer with the Purchased Percentage of Receipts. Upon receipt of a proper written request from
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202404092742 Index
INDEX #: E2024006051
Contract
NO. ID: 111876
E2024006051
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM
ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024
Seller that requires an adjustment, Buyer shall make the adjustment within two (2) business days of Seller’s request and provision of the
financial information, which shall be effective as of the date of the notice (such that any overpayment by Seller after the date of the
notice shall be credited to Seller). After each adjustment made pursuant to this paragraph, the new dollar amount shall be deemed the
Weekly Amount until any subsequent adjustment. Buyer shall not be required to adjust the Weekly Amount until such time as it has
received all such requested information. Any adjustment may substantially extend the duration of this Agreement. Nothing herein limits
the timing and number of times that such a reconciliation may be requested.
b Adjustments by Buyer. If Buyer desires a reconciliation, then upon 5 calendar days written notice to Seller, Buyer may adjust the Weekly
Amount so that the amount received by Buyer in the future will more closely approximate the then average monthly Receipts of Seller.
c Reconciliations. As long as there has not been a Default under this Agreement, if there has been a material downward change in the
Seller’s Receipts such that it reasonably appears to Seller that the total amount collected from Seller by Buyer through debits of the
Weekly Amounts materially exceeds the Purchased Percentage of Seller’s Receipts since the effective date of this Agreement, Seller
shall have the right to request a reconciliation so that Buyer shall return to Seller such amounts as may exceed the then currently realized
amount of the Purchased Percentage of Receipts. It shall be Seller’s sole responsibility to request a reconciliation, if it is required. Seller
may request an adjustment at any time and for as many times as it desires during the course of the Agreement by sending Buyer a request
by email to info@fintap.com, and including a copy of Seller’s bank statements or statements from any credit card payment processor
since the effective date of this Agreement (which statements shall also include the Seller’s bank account report showing transactions in
the month to date), as well as any receivables reports maintained by Seller. Upon receipt of a written reconciliation request from Seller,
Buyer may request any and all financial information of the same nature (i.e., showing the Receipts) from Seller as is reasonably necessary
to accurately reconcile the amount Buyer has received from Seller with the actual total amount of Receipts generated by Seller since the
effective date. Buyer shall review Seller’s actual Receipts for the entire period between the effective date and the date of the request
and, in the event the total amount remitted exceeds the total Purchased Percentage of the Receipts actually received by Seller for such
period, Buyer shall remit back to Seller any amount overcollected. The reconciliation shall be made within five (5) business days of
Seller’s request and provision of the financial information described in this Section and shall be effective as of the date of the notice.
Any reconciliation may substantially extend the duration of this Agreement. Buyer shall not be required to reconcile the Specific Amount
until such time as it has received all such requested information.
d Nothing set forth in Section shall be deemed prevent Seller from requesting a stop or reduction to the Weekly Amounts in the event of
an immediate and drastic reduction or cessation of its Receipts.
9. Power of Attorney. Seller irrevocably appoints Buyer 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 Seller from any bank or Processor, or in the case of an occurrence of an event of Default
under Section 14 hereof, to Buyer under this Agreement, including without limitation (i) to collect monies due or to become due under or in
respect of any of the Amount Sold; (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents or chattel paper in
connection with clause i above; (iii) to sign Seller’s name on any invoice, bill of lading, or assignment directing customers or account debtors
to make payment directly to Buyer; (iv) to file any claims or take any action or institute any proceeding that Buyer may deem necessary for
the collection of any of the undelivered Receipts up to the Amount Sold, or otherwise to enforce its rights with respect to payment of the
Amount Sold (in connection therewith, all costs, expenses and fees, including legal fees, shall be payable by and from Seller and Buyer is
authorized to use Seller’s funds to pay for same); and (v) to have the right, without waiving any of its rights and remedies and without notice
to Seller or any Owner/Guarantor, to notify any credit card processor of the sale of Receipts and redirect the remittance of daily settlements to
an account of Buyer’s choosing in order to settle all obligations due to Buyer under this Agreement.
10. DACA. At any time prior to Seller’s delivery of the Amount Sold to Buyer, Buyer may request, and Seller shall execute, a Deposit Account
Control Agreement (DACA) for the Account in a form acceptable to Seller’s bank, by which Seller shall grant non-invoked control of the
Account to Buyer, maintaining Seller’s access to the Account unless and until there is a Default, at which Buyer may invoke control of the
Account.
11. Updated Credit Reports. Seller and each of the Owners signing below authorize Buyer, its agents and representatives and any credit reporting
agency engaged by Buyer, to (i) investigate any references given or any other statements or data obtained from or about Seller or any of its
Owners, (ii) obtain consumer and business credit reports on the Seller and any of its owners or principals, and (iii) to contact personal and
business references provided by the Seller in the Application, at any time now or for so long as Seller continues to have any obligation owed
to Buyer this Agreement. In the event that Seller requests additional or renewal funding from Buyer, Seller authorizes Buyer to use the financial
information, credit reports, or updated credit reports obtained in connection with this Agreement to determine Seller’s eligibility to enter into
such further funding agreement with Buyer.
12. Electronic Transactions Authorization. Each document that is subject to or provided in furtherance of this Agreement, as amended, modified
or supplemented from time to time that a party has sent to the other by electronic means or the Seller has clicked to approve to adopt this
Agreement shall be intended as and constitute an original and deemed to contain a valid signature for all purposes acknowledging and
consenting to the terms of the agreement applicable thereto. In furtherance of the above, Seller hereby authorizes Buyer to regard the Seller’s
printed name or electronic approval for any document, agreement, assignment schedules or invoices as the equivalent of a manual signature
by one of Seller’s authorized officers or agents. Buyer may rely upon, and assume the authenticity of, any such electronic approval, and any
material applicable to such approval as the duly confirmed, authorized and approved signature of the Seller by the person approving same,
shall constitute an “authenticated” record for all purposes (including, without limitation, the UCC) and shall satisfy the requirements of any
applicable statute of frauds. Seller is not required to agree to conduct business pursuant to ESRA and the purchase of Receipts in furtherance
of this Agreement is not conditioned upon Seller agreeing to conduct business in accordance with the ESRA. Seller has the option to request
paper copies of any electronic records upon written request to Buyer. Seller may terminate this Electronic Transactions Authorization by
providing Buyer with not less than ten (10) days written notice in conformity with this Agreement.
\i1\ \i2\
RDM Capital Funding, LLC DBA FinTap Page | 5 Seller's Initials Seller's Initials
202404092742 Index
INDEX #: E2024006051
Contract
NO. ID: 111876
E2024006051
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM
ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024
13. Default. A “Default” under this Agreement shall include, but not be limited to, any of the following events: (a) Seller intentionally interferes
with Buyer’s right to collect the Purchased Percentage or Weekly Amount; (b) the breach by Seller of any covenants, terms or conditions
contained in this Agreement, including without limitation those set forth in Section 5; (c) any representation or warranty made by the Seller in
this Agreement or Seller’s application for this Agreement is incorrect, false or misleading; (d) Seller or any guarantor sends Buyer a notice of
termination of this Agreement or any guaranty prior to remittance of the entire Amount Sold; (d) Seller voluntarily ceases operations or changes
the location of its business without notice to Buyer of such change in location; (e) Seller voluntarily transfers or sells all or any substantial
portion of its assets without notice to Buyer; (f) Seller or its principals, directly or indirectly, causes to be formed a new entity or otherwise
becomes associated with any new or existing entity, which operates a business similar to or competitive with that of Seller; (g) on {IF “Weekly”
= “Daily” “three (3)” “ five (5)”}} or more cumulative occasions prior to Buyer’s regularly scheduled debit of the Weekly Amount from the
Account, , Seller fails to provide notice to Buyer that there will be insufficient funds in the Account such that the debit of the Weekly Amount
will not be honored by Seller’s bank or that or Seller has, or anticipates having, no Receipts or substantially diminished Receipts (either
temporarily or for a longer period); (h) Seller prevents Buyer from collecting any part of the Amount Sold (for example, if Seller’s bank returns
a code other than one for Not Sufficient Funds (NSF) when declining Buyer’s attempts to debit Merchant’s account, except if the code indicates
that a debit is declined because of an act of the bank or a third-party outside of Seller’s control); or (i) Seller defaults under any of the terms,
covenants and conditions of any other agreement with Buyer.
14. Remedies.
a In the event of a Default, Buyer shall be entitled to all remedies available at law and equity. The Purchased Percentage shall equal 100%
of the Receipts. In addition to all other remedies, Buyer is entitled under the Agreement and by operation of law or equity, in the event
of Seller’s Default, to collect the full uncollected Amount Sold plus all fees and charges (including legal fees) due under this Agreement
will become due and payable in full immediately and without notice to Seller, and Buyer may: (a) enforce the provisions of the personal
guaranty of performance; (b) proceed to protect and enforce its rights and remedies by arbitration or lawsuit; (c) automatically debit
Seller’s Account for all amounts due to Buyer without notice to Seller; (d) debit any amounts due to Buyer by ACH from the Account;
(e) exercise any and all rights and remedies as a secured party under Article 9 of the Uniform Commercial Code. Neither failure on the
part of Buyer to exercise, nor any delay i
Preview
FILED: MONROE COUNTY CLERK 04/08/2024 10:31 AM INDEX NO. E2024006051 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024 MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT. Receipt # 3816548 Book Page CIVIL Return To: No. Pages: 15 JEFFREY MICHAEL PARRELLA 14 Wall Street Instrument: EXHIBIT(S) 20th Floor New York, NY 10005 Control #: 202404092742 Index #: E2024006051 Date: 04/09/2024 RDM CAPITAL FUNDING, LLC DBA FINTAP Time: 4:07:06 PM R&R LUCKY INC DBA PUNJABI KITCHEN SANDHU, ARUN 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 202404092742 Index # : E2024006051 Contract INDEX NO. ID: 111876 E2024006051 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024 MASTER RECEIVABLES PURCHASE AGREEMENT (WEEKLY) This Purchase Agreement ("Agreement") is made and entered into as of October 13, 2023, by and between RDM Capital Funding, LLC DBA FinTap, a New Jersey limited liability company located at 777 Passaic Ave, suite 375, Clifton, NJ 07012 (hereafter "Buyer"), as Buyer, and R&R Lucky Inc DBA Punjabi Kitchen located at 2576 West Sunset Avenue STE C, Springdale, AR 72762 (hereafter "Seller"), as Seller, with an email address at pknwa1417@gmail.com. SCHEDULE OF PURCHASED RECEIPTS Purchase Price: $105,000.00 (The dollar amount that Buyer is paying for the Amount Sold of Seller's Future Receivables.) Amount Sold: $138,600.00 (The dollar value of the Receipts being sold.) Purchased Percentage: 8.92% (The percentage of Receipts Seller agrees to remit to Buyer on a weekly basis.) Weekly Amount: $3,465.00 (The dollar amount to be collected from Seller’s Account once each week that represents an estimate of the average monthly sales x Purchased Percentage / 4 weeks in average calendar month, subject to reconciliation or adjustment.) Origination Fees: $3,150.00 (Fees for costs incurred in underwriting and paying certain additional compensation to referral sources. Shall be deducted from the initial advance of the Purchase Price.) PURCHASE AND SALE OF RECEIPTS 1. Sale of Receipts. Seller agrees to sell to Buyer, in consideration of the Purchase Price as specified in the Schedule of Purchased Receipts, the Amount Sold, the Purchased Percentage of the proceeds of Seller’s accounts receivables and payment rights arising out of or relating to Seller’s sale or deliver of good or services due to Seller after the date of this agreement, whether paid directly by Seller’s customers or paid by others on Seller’s customers’ behalves or as reimbursements (“Receipts”), including amounts due from Seller’s credit card processor (hereafter “Processor”), which shall be remitted by Seller to Buyer each week until the Amount Sold is delivered in full in accordance with Section 2. In consideration for the Amount Sold, Buyer will deliver to Seller the Purchase Price, shown above, minus any fees shown above. Delivery of the Purchase Price by Buyer shall constitute its acceptance of the terms of this Agreement, even if it does not sign the Agreement. Seller acknowledges that it has no right to repurchase the Amount Sold from Buyer. 2. Collection of Receipts; Collection Authorization. In lieu of calculating the Purchased Percentage of Receipts each week, Buyer will collect each week the Weekly Amount of the Receipts specified in the Schedule of Purchased Receipts, representing a good faith estimate by Buyer and Seller of the Purchased Percentage of Receipts, subject to reconciliation or adjustment in the manner set forth in Section 9. Except as otherwise agreed in writing between the parties, Buyer agrees to accept the remittance of the Weekly Amount by debiting the Seller’s designated bank account into which Seller shall deposit all of its Receipts (the “Account”). Seller understands that this authorization is a fundamental condition to induce Buyer to enter into this Agreement. If furtherance thereof, Seller irrevocably authorizes Buyer or its designated successor or assignee to withdraw the Weekly Amount by initiating a debit via the Automated Clearing House (ACH) system or any other electronic means, or any other means deemed appropriate to debit entries to the Account, and shall execute the accompanying Authorization Agreement for Automated Clearing House Transactions (“ACH Authorization”). In the event that Buyer withdraws erroneously from the Account, Seller shall promptly notify Buyer of the same and hereby authorizes Buyer to credit the Account for the amount erroneously withdrawn. \i1\ i2\ _____________ _____________ RDM Capital Funding, LLC DBA FinTap Page | 1 Seller's Initials Seller's Initials 202404092742 Index INDEX #: E2024006051 Contract NO. ID: 111876 E2024006051 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024 3. Fees. Seller shall pay all fees and charges allowable under this Agreement together with all of the fees and charges set forth on the Fee Structure Addendum, attached hereto as Exhibit A and incorporated by reference immediately upon assessment. In addition, Buyer may upon prior notice to Seller change any of the fees or charges under this Agreement and/or under the Fee Structure Addendum. 4. Notice of Insufficient Funds or No Receipts. In the event that Seller’s Account does not have adequate funds available to cover the Weekly Amount to be delivered to Buyer or or that or Seller has, or anticipates having, no Receipts or substantially diminished Receipts (either temporarily or for a longer period), Seller shall provide twenty-four (24) advance notice to Buyer hours advance notice (or such other reasonable notice as necessitated by the circumstances), but in no event shall Seller delay provide notice of insufficient funds or no (or limited) Receipts to Buyer for more than two days after Seller becomes aware of such circumstances or receives notice of a rejected debit. Notice may be in writing or by telephone. If Seller fails to provide notice in accordance with this paragraph, Buyer may assess the NSF Fee set forth in the Fee Structure Addendum per each occurrence. 5. Seller’s Representations, Warranties and Covenants. Seller represents, warrants and covenants the following as of this date, and at all times during the course of this Agreement: a Seller is a business entity that has been validly formed and is in good standing under the laws of the jurisdiction(s) in which it is organized and/or operates. Seller is a business that regularly accepts payments by credit cards, checks or other methods as a means by which its customers pay Seller for amounts due for goods and services. b Seller possesses and is in compliance with all permits, licenses, approvals, consents and other authorizations necessary to conduct its business. Seller is in compliance with any and all applicable federal, state, and local laws and regulations. Seller possesses all requisite permits, authorizations and licenses to own, operate and lease its properties and to conduct the business in which it is presently engaged. c Seller shall conduct its business consistent with past practice and shall use the Purchase Price, whether the funding of such Purchase Price occurs contemporaneous with the execution of this Agreement or anytime time thereafter, solely for business purposes and none will be used for personal, household or consumer purposes. Seller and Buyer hereby acknowledge and agree that none of the parties to or guarantor of this Agreement is a “consumer” with respect to this Agreement and underlying transaction, and neither this Agreement nor any guarantee thereof shall be construed as a consumer transaction. d Seller acknowledges that it is entering into this Agreement in the ordinary course of its business and that the remittances to be made from Seller to Buyer under this Agreement are being made in the ordinary course of Seller’s business. Nothing in this Agreement to the contrary, Seller shall operate its business in good faith and do nothing to intentionally cause the diminution of the Receipts or diversion of any portion of the Receipts from the Account without Buyer’s written permission, which permission shall not be unreasonably withheld. This provision is to ensure collectability of the portion of the Receipts purchased by Buyer. e Any and all credit card processing terminals and/or point of sale systems shall be approved by Buyer and programmed to process only through a Buyer-approved Processor. f Each financial record, statement, books and records or other documents Seller has provided to Buyer in connection with Buyer’s assessment of this transaction, either before or after the execution of this Agreement, is to Seller’s knowledge true and accurate. If any information has since or will come to Seller’s attention that materially affects the truth or accuracy of such documents, Buyer shall immediately provide written notice of the same to Seller. g Except as otherwise disclosed in writing to Buyer, Seller has good, complete and marketable title to all Receipts and all collateral in which Buyer has been granted a security interest under this Agreement, free and clear of any and all liabilities, liens, claims, charges, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever other than in favor of Buyer, or any other rights or interests that may be inconsistent with the transactions contemplated with, or adverse to the interests of Buyer. Seller has not entered into any other agreement for the sale or encumbrance of Receipts and/or merchant cash advance agreement except as disclosed to Buyer in writing. Seller shall not enter into any other sale or encumbrance of any portion of its Receipts and/or merchant cash advance agreement, without advance notice to Buyer. h Seller represents, warrants, and covenants that it has good, complete, 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 this Agreement or adverse to the interests of Buyer, other than any for which Buyer has actual or constructive knowledge or which have been disclosed to Buyer by Seller as of the date of this Agreement. i Seller represents, warrants, and covenants that it will not enter into with any party other than Buyer any arrangement, agreement, or commitment that relates to, involves or would result in a lien upon the Receipts, whether in the form of a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without advance notice to Buyer. j Seller shall not sell, dispose, convey or otherwise transfer its business or assets without advance notice to Buyer. If Seller remains a going concern and/or continues to generate Receipts, such transfer shall not be made without the written consent by Seller and the assumption of all of Seller’s obligations under this Agreement by the purchaser or transferee of the business or assets pursuant to documentation reasonably satisfactory to Buyer. k Except as disclosed to Buyer in writing, Seller has no current plans to close its business either temporarily, whether for renovations, repairs or any other purpose, or permanently. Seller agrees that until Buyer has received all of the Amount Sold, Seller will not voluntarily close its business for renovations, repairs or any other purposes. This provision, however, does not prohibit Seller from closing its business (i) if such closing is required to conduct renovations or repairs that are required by local ordinance or other legal order, such as from a health or fire inspector, or (ii) if otherwise forced to close by circumstances not reasonably in the control of Seller. Prior to any \i1\ \i2\ RDM Capital Funding, LLC DBA FinTap Page | 2 Seller's Initials Seller's Initials 202404092742 Index INDEX #: E2024006051 Contract NO. ID: 111876 E2024006051 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024 closure, Seller will provide Buyer advanced written notice. l Seller shall furnish Buyer with the bank statements for its Account and any and all other accounts to which proceeds from Seller’s Receipts are deposited within two (2) days of any such request by Buyer. m Seller’s execution of and/or performance under this Agreement will not cause or create an event of default by Seller under any contract with another person or entity. n Seller shall not attempt to revoke its ACH Authorization to Buyer set forth in this Agreement or otherwise take any measure to interfere with Buyer’s ability to collect the Weekly Amount or any other amount Buyer is otherwise entitled to receive from either Seller or Processor. o The Account shall be one that is established and used for business purposes only and not for personal, family, or household purposes. Seller shall not commingle funds in the account which are for personal, family or household purposes. p Seller shall not close the Account or change the bank account into which Processor deposits the Receipts to another account without advance notice to Buyer and Seller’s execution of a new ACH Authorization in Buyer’s favor for the new account. q Except as otherwise disclosed in writing to Buyer, there are no pending lawsuits, arbitrations, judgments and/or claims against Seller, including without limitation any in which the subject matter is, or a lien is placed upon, the Receipts. r Seller shall not conduct its businesses under any name other than as disclosed to Buyer, or change any of its places of business, or change the type of business it conducts without advance notice to Buyer and entry into documentation satisfactory to Buyer to ensure that the receipts generated by Seller shall continue to be remitted to Buyer. s Seller represents that the information it furnished Buyer in this Agreement and preceding application, including, without limitation, Seller’s processing statements, is true and accurate in all respects and fairly represents the financial condition, result of operations and cash flows of Seller at such dates, and since the dates therein, there has been no material adverse change in the business or its prospects or in the financial condition, results of operations, or cash flows of Seller. t As of the date of this Agreement, Seller 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 Seller. Seller 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. Nothing herein shall prevent Seller from filing a petition for bankruptcy protection or make any voluntary or involuntary bankruptcy filing an event of Default under this Agreement where such filings are necessitated by circumstances unknown or unforeseen as of the date of Seller’s entry into this Agreement. u The person who signed this Agreement on behalf of Seller is authorized by Seller to sign this Agreement on behalf of Seller. v Seller shall provide Buyer with viewing access to the Account and shall not take any action to block Buyer’s viewing access. Seller must provide updated login information for the Account within 24 hours of the change. w The following covenants are intended to ensure the collectability of the portion of the Receipts purchased by Buyer as they are generated and shall not be construed as modifications of the above provisions that Buyer has purchased only the Purchased Percentage of the Receipts as a contingent purchase of receivables: • Seller, without written notice to Buyer, shall not: (i) take any action to discourage the use of electronic check or credit or debit card processing that is settled through Processor or the Account, 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 Seller’s services and products; (ii) change its arrangements with Processor or the bank at which the Account is located in any way that is adverse or unacceptable to Buyer; (iii) change the processor through which the Receipts are settled from Processor to another processor, or permits any event to occur that could cause diversion of any of Seller’s check, credit card, debit card or deposit transactions to another processor. • Seller, without the written consent of Buyer, shall not: (i) intentionally interrupt the operation of its business or transfer, move, sell, dispose, divert or otherwise convey its business and/or assets (including its customers or receivables) without (1) the express prior written consent of Buyer, and (2) the written agreement of any purchaser or transferee to assume all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to Buyer; (ii) take any action, fails to take any action, or offer any incentive (economic or otherwise) the result of which will be to induce any of Seller’s customers to pay for Seller’s goods or services with any means other than payments, checks or deposits that are settled through Processor or deposited in the Account; (iii) fail to remit its receivables into the Account; (iv) open another account at a financial institution other than the bank at which the Account is located, or opens another account at the bank at which the Account is located and into which account Seller diverts deposit of its Receipts or any portion thereof; (v) close the Account, block the Account or make any other material changes to the Account that would prevent Buyer from debiting the Account; (vi) purport to revoke the ACH Authorization; or (vii) block Buyer’s viewing access to the Account, including by changing its log-in credential or otherwise; • Seller shall not fail to provide financial documents or other information requested by Buyer including, without limitation, copies of any documents related to Seller’s credit card or payment processing activity or financial and banking affairs within two (2) days after a request from Buyer. In the event that Seller changes its Buyer-approved Account without advance notice to Buyer and entry into a new ACH Authorization for the new account in favor of Buyer, Seller shall, in addition to paying any other damages suffered by Buyer, pay to Buyer the Default Fee set forth in the Fee Structure Addendum. \i1\ \i2\ RDM Capital Funding, LLC DBA FinTap Page | 3 Seller's Initials Seller's Initials 202404092742 Index INDEX #: E2024006051 Contract NO. ID: 111876 E2024006051 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024 x Seller understands that: (i) the foregoing representations, warranties and covenants of Seller are a fundamental condition to induce Buyer to enter into this Agreement; (ii) Buyer is relying on these representations, warranties and covenants of Seller in entering into this Agreement; and (iii) Buyer would not make any payment of any Purchase Price to Seller hereunder if any of the foregoing representations, warranties and covenants were not accurate. 6. No Agency Relationship Created. Unless otherwise disclosed, Buyer is an entirely separate and independent entity from the Processor and the irrespective agents. Buyer does not have any power or authority or control over Processor’s actions with respect to the processing of Seller’s credit card transactions. Neither Processor or Buyer are the agent for the other, neither is authorized to waive or alter any term or condition of this Agreement and their representations shall in no way affect Seller’s or Buyer’s rights and obligations set forth herein. 7. Nonrecourse Sale of Receipts; No Right to Repurchase; and Non-Consumer Transaction. THIS IS NOT A LOAN. Seller and Buyer agree that the Purchase Price paid by Buyer in exchange for the Amount Sold of Receipts as set forth in the Schedule of Purchased Receipts is for the purchase and sale of the Purchased Percentage of the Receipts up to the Amount Sold, is a true sale of receipts and is not intended to be, nor shall it be construed as, a loan or an assignment for security from Buyer to the Seller. Hence, there is no interest rate or fixed payment schedule and no time period during which the Receipts must be collected, or the Amount Sold realized, by Buyer. a Absent a written modification between the parties, and absent an event of Default the total amount paid by Seller to Buyer will never exceed the Amount Sold (plus any applicable fees as set forth in this Agreement). If Receipts are remitted more slowly than Buyer may have anticipated or projected or if the full Amount Sold is never received by Seller due to adverse changes to or the termination of Seller’s business or otherwise, and Seller has not breached this Agreement, Seller would not owe anything to Buyer and would not be in breach of, or Default under, this Agreement. Buyer is buying the Amount Sold of Receipts knowing the risks that Seller's business may not perform as expected, go bankrupt or fail, and Buyer assumes these risks based on Seller's representations, warranties and covenants in this Agreement and the financial and business information previously provided by Seller. b The period of time over which it will take Buyer to collect the full Amount Sold is not fixed, is unknown to both parties as of the date of this Agreement and will depend on how well or poorly Seller’s business performs hereafter. As an extreme example, in the event Seller’s business ceases to exist after Buyer’s purchase of the Receipts and prior to the delivery of the full Amount Sold as a result of a cessation of revenues for reasons outside Seller’s control, Buyer may never collect all or a substantial portion of the Amount Sold. c By this Agreement, Seller transfers to Buyer full and complete ownership of the Purchased Percentage of the Receipts as they are created or received, and the Receipts shall be held in trust in favor of Buyer, and Seller retains no legal or equitable interest therein. Payments made to Buyer in respect of the Amount Sold shall be conditioned upon Seller’s sale of products and services, and the payments therefor by or on behalf of Seller’s customers. Buyer is a bona fide purchaser of the Amount Sold for fair value. Seller agrees that the Purchase Price equals the fair market value for the risk undertaken by Buyer in consideration for the Amount Sold of Receipts. d Seller agrees that it will treat the Purchase Price and Amount Sold in a manner consistent with a sale in its accounting records and tax returns, and not as a loan. Seller agrees that Buyer is entitled to audit Seller’s accounting records upon reasonable notice in order to verify compliance. e Seller hereby appoints Buyer, and Buyer accepts appointment, as servicer for and on behalf of Seller for the purpose of collecting and delivering Receipts to Buyer as required by this Agreement until Buyer has received the Amount Sold, and Seller agrees that all such Receipts shall be received and held in trust for the benefit of Seller for purposes of performing the terms of this Agreement. f Because the parties acknowledge and rely upon the lawfulness of this transaction under the laws of the State of New York and the fairness of its terms, Seller knowingly and willingly waives and is estopped from asserting any claim or defense of usury in any legal action or proceeding, whether based on New York law or the law of any other jurisdiction. g Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, any such disclosure by Buyer does not change the intention of the parties that the transaction evidenced by this Agreement is not a loan and does not have an interest rate. 8. Adjustments/Reconciliations. The Weekly Amount is derived from an estimate of the Purchased Percentage of Seller's expected Receipts for each calendar month and is subject to adjustment in the event of a material change in the amount of Receipts. A request for adjustment of the Weekly Amount may be made by either Buyer or Seller, in accordance with this Section. While there is no set term for the delivery of the Receipts under this Agreement, any adjustment will have the effect of shortening or lengthening the time period over which Receipts are actually delivered. In the event that as a result of the remittances of the Weekly Amount Seller has overdelivered more than the Purchased Percentage of Seller’s Receipts since the effective date of this Agreement (such as because there has been a diminution of the actual Receipts), Seller shall have the right to request a reconciliation so that Buyer shall return to Seller such amounts as may exceed the then currently realized amount of the Purchased Percentage of Receipts. It shall be Seller’s sole responsibility to request a reconciliation, if it is required. a Adjustment Requests by Seller. As long as there has not been a Default under this Agreement, if there has been a material change in the Seller’s Receipts, Seller may give written notice to Buyer by email to info@fintap.com, requesting that Buyer conduct a review in order to ensure that the Weekly Amount collected by Buyer more closely approximates the Purchased Percentage of the actual average Receipts, and if an adjustment to the Weekly Amount is required Buyer shall adjust in accordance with this Section. A request for an adjustment by Buyer may be made upon five (5) days written notice by email to Seller, and requesting that Seller provide the login and password for Seller’s Account and any bank statements (or month-to-date banking information), merchant statements, and similar documents as may be necessary to reconcile the amounts received or to be received by Buyer with the Purchased Percentage of Receipts. In order to effectuate this review, Seller must produce with its request the login and password for Seller’s Account and any bank statements (or month-to-date banking information), merchant statements, and similar documents as may be necessary to adjust the amounts received or to be received by Buyer with the Purchased Percentage of Receipts. Upon receipt of a proper written request from \i1\ \i2\ RDM Capital Funding, LLC DBA FinTap Page | 4 Seller's Initials Seller's Initials 202404092742 Index INDEX #: E2024006051 Contract NO. ID: 111876 E2024006051 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024 Seller that requires an adjustment, Buyer shall make the adjustment within two (2) business days of Seller’s request and provision of the financial information, which shall be effective as of the date of the notice (such that any overpayment by Seller after the date of the notice shall be credited to Seller). After each adjustment made pursuant to this paragraph, the new dollar amount shall be deemed the Weekly Amount until any subsequent adjustment. Buyer shall not be required to adjust the Weekly Amount until such time as it has received all such requested information. Any adjustment may substantially extend the duration of this Agreement. Nothing herein limits the timing and number of times that such a reconciliation may be requested. b Adjustments by Buyer. If Buyer desires a reconciliation, then upon 5 calendar days written notice to Seller, Buyer may adjust the Weekly Amount so that the amount received by Buyer in the future will more closely approximate the then average monthly Receipts of Seller. c Reconciliations. As long as there has not been a Default under this Agreement, if there has been a material downward change in the Seller’s Receipts such that it reasonably appears to Seller that the total amount collected from Seller by Buyer through debits of the Weekly Amounts materially exceeds the Purchased Percentage of Seller’s Receipts since the effective date of this Agreement, Seller shall have the right to request a reconciliation so that Buyer shall return to Seller such amounts as may exceed the then currently realized amount of the Purchased Percentage of Receipts. It shall be Seller’s sole responsibility to request a reconciliation, if it is required. Seller may request an adjustment at any time and for as many times as it desires during the course of the Agreement by sending Buyer a request by email to info@fintap.com, and including a copy of Seller’s bank statements or statements from any credit card payment processor since the effective date of this Agreement (which statements shall also include the Seller’s bank account report showing transactions in the month to date), as well as any receivables reports maintained by Seller. Upon receipt of a written reconciliation request from Seller, Buyer may request any and all financial information of the same nature (i.e., showing the Receipts) from Seller as is reasonably necessary to accurately reconcile the amount Buyer has received from Seller with the actual total amount of Receipts generated by Seller since the effective date. Buyer shall review Seller’s actual Receipts for the entire period between the effective date and the date of the request and, in the event the total amount remitted exceeds the total Purchased Percentage of the Receipts actually received by Seller for such period, Buyer shall remit back to Seller any amount overcollected. The reconciliation shall be made within five (5) business days of Seller’s request and provision of the financial information described in this Section and shall be effective as of the date of the notice. Any reconciliation may substantially extend the duration of this Agreement. Buyer shall not be required to reconcile the Specific Amount until such time as it has received all such requested information. d Nothing set forth in Section shall be deemed prevent Seller from requesting a stop or reduction to the Weekly Amounts in the event of an immediate and drastic reduction or cessation of its Receipts. 9. Power of Attorney. Seller irrevocably appoints Buyer 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 Seller from any bank or Processor, or in the case of an occurrence of an event of Default under Section 14 hereof, to Buyer under this Agreement, including without limitation (i) to collect monies due or to become due under or in respect of any of the Amount Sold; (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents or chattel paper in connection with clause i above; (iii) to sign Seller’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to Buyer; (iv) to file any claims or take any action or institute any proceeding that Buyer may deem necessary for the collection of any of the undelivered Receipts up to the Amount Sold, or otherwise to enforce its rights with respect to payment of the Amount Sold (in connection therewith, all costs, expenses and fees, including legal fees, shall be payable by and from Seller and Buyer is authorized to use Seller’s funds to pay for same); and (v) to have the right, without waiving any of its rights and remedies and without notice to Seller or any Owner/Guarantor, to notify any credit card processor of the sale of Receipts and redirect the remittance of daily settlements to an account of Buyer’s choosing in order to settle all obligations due to Buyer under this Agreement. 10. DACA. At any time prior to Seller’s delivery of the Amount Sold to Buyer, Buyer may request, and Seller shall execute, a Deposit Account Control Agreement (DACA) for the Account in a form acceptable to Seller’s bank, by which Seller shall grant non-invoked control of the Account to Buyer, maintaining Seller’s access to the Account unless and until there is a Default, at which Buyer may invoke control of the Account. 11. Updated Credit Reports. Seller and each of the Owners signing below authorize Buyer, its agents and representatives and any credit reporting agency engaged by Buyer, to (i) investigate any references given or any other statements or data obtained from or about Seller or any of its Owners, (ii) obtain consumer and business credit reports on the Seller and any of its owners or principals, and (iii) to contact personal and business references provided by the Seller in the Application, at any time now or for so long as Seller continues to have any obligation owed to Buyer this Agreement. In the event that Seller requests additional or renewal funding from Buyer, Seller authorizes Buyer to use the financial information, credit reports, or updated credit reports obtained in connection with this Agreement to determine Seller’s eligibility to enter into such further funding agreement with Buyer. 12. Electronic Transactions Authorization. Each document that is subject to or provided in furtherance of this Agreement, as amended, modified or supplemented from time to time that a party has sent to the other by electronic means or the Seller has clicked to approve to adopt this Agreement shall be intended as and constitute an original and deemed to contain a valid signature for all purposes acknowledging and consenting to the terms of the agreement applicable thereto. In furtherance of the above, Seller hereby authorizes Buyer to regard the Seller’s printed name or electronic approval for any document, agreement, assignment schedules or invoices as the equivalent of a manual signature by one of Seller’s authorized officers or agents. Buyer may rely upon, and assume the authenticity of, any such electronic approval, and any material applicable to such approval as the duly confirmed, authorized and approved signature of the Seller by the person approving same, shall constitute an “authenticated” record for all purposes (including, without limitation, the UCC) and shall satisfy the requirements of any applicable statute of frauds. Seller is not required to agree to conduct business pursuant to ESRA and the purchase of Receipts in furtherance of this Agreement is not conditioned upon Seller agreeing to conduct business in accordance with the ESRA. Seller has the option to request paper copies of any electronic records upon written request to Buyer. Seller may terminate this Electronic Transactions Authorization by providing Buyer with not less than ten (10) days written notice in conformity with this Agreement. \i1\ \i2\ RDM Capital Funding, LLC DBA FinTap Page | 5 Seller's Initials Seller's Initials 202404092742 Index INDEX #: E2024006051 Contract NO. ID: 111876 E2024006051 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/08/2024 10:31 AM ID: 3D148572-F9FC-4ECE-A5A0-ADCDE20E9240 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/08/2024 13. Default. A “Default” under this Agreement shall include, but not be limited to, any of the following events: (a) Seller intentionally interferes with Buyer’s right to collect the Purchased Percentage or Weekly Amount; (b) the breach by Seller of any covenants, terms or conditions contained in this Agreement, including without limitation those set forth in Section 5; (c) any representation or warranty made by the Seller in this Agreement or Seller’s application for this Agreement is incorrect, false or misleading; (d) Seller or any guarantor sends Buyer a notice of termination of this Agreement or any guaranty prior to remittance of the entire Amount Sold; (d) Seller voluntarily ceases operations or changes the location of its business without notice to Buyer of such change in location; (e) Seller voluntarily transfers or sells all or any substantial portion of its assets without notice to Buyer; (f) Seller or its principals, directly or indirectly, causes to be formed a new entity or otherwise becomes associated with any new or existing entity, which operates a business similar to or competitive with that of Seller; (g) on {IF “Weekly” = “Daily” “three (3)” “ five (5)”}} or more cumulative occasions prior to Buyer’s regularly scheduled debit of the Weekly Amount from the Account, , Seller fails to provide notice to Buyer that there will be insufficient funds in the Account such that the debit of the Weekly Amount will not be honored by Seller’s bank or that or Seller has, or anticipates having, no Receipts or substantially diminished Receipts (either temporarily or for a longer period); (h) Seller prevents Buyer from collecting any part of the Amount Sold (for example, if Seller’s bank returns a code other than one for Not Sufficient Funds (NSF) when declining Buyer’s attempts to debit Merchant’s account, except if the code indicates that a debit is declined because of an act of the bank or a third-party outside of Seller’s control); or (i) Seller defaults under any of the terms, covenants and conditions of any other agreement with Buyer. 14. Remedies. a In the event of a Default, Buyer shall be entitled to all remedies available at law and equity. The Purchased Percentage shall equal 100% of the Receipts. In addition to all other remedies, Buyer is entitled under the Agreement and by operation of law or equity, in the event of Seller’s Default, to collect the full uncollected Amount Sold plus all fees and charges (including legal fees) due under this Agreement will become due and payable in full immediately and without notice to Seller, and Buyer may: (a) enforce the provisions of the personal guaranty of performance; (b) proceed to protect and enforce its rights and remedies by arbitration or lawsuit; (c) automatically debit Seller’s Account for all amounts due to Buyer without notice to Seller; (d) debit any amounts due to Buyer by ACH from the Account; (e) exercise any and all rights and remedies as a secured party under Article 9 of the Uniform Commercial Code. Neither failure on the part of Buyer to exercise, nor any delay i