Motion for Writ in Splash Advance Llc v. Wings Restaurant Llc, Tyler James Dunn, Callie Ann Washington| Trellis.Law

On April 11, 2024 a Exhibit,Appendix was filed involving a dispute between Splash Advance Llc, and Callie Ann Washington, Tyler James Dunn, Wings Restaurant Llc, for Commercial - Contract in the District Court of Ontario County.

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FILED: ONTARIO COUNTY CLERK 04/11/2024 10:23 AM INDEX NO. 138641-2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024

Ontario County Clerk Recording Page

Return To Jean E. Chrisman, County Clerk
BORIS YANKOVICH Ontario County Clerk
415 Ocean View Avenue 20 Ontario Street
Floor 3 Canandaigua, New York 14424
Brooklyn, NY 11235 (585) 396-4200

Document Type: EXHIBIT(S) Receipt Number: 737471

Plaintiff Defendant

SPLASH ADVANCE LLC WINGS RESTAURANT LLC

Fees

Control #: 202404120128
Total Fees Paid: $0.00
Index #: 138641-2024

State of New York
County of Ontario

EFiling through NYSCEF with a total page count of
28.

Ontario County Clerk

This sheet constitutes the Clerk’s endorsement required by section 319 of the Real Property Law of the State of New York

SL
Do Not Detach
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NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024

EXHIBIT A
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Furthermore.
NYSCEF DOC. NO. in the
2 event the Seller and/or Guarantor are comprised of more than one entity and/or individuals,
RECEIVEDthen ALL such04/11/2024
NYSCEF: entities
and/or individuals, respectively, shall sign the Addendum to this Agreement in the form attached hereto as Exhibit B (the “Addendum”).
WHEREAS, Seller is desirous to sell to SLLC. and SLLC is desirous to purchase from Seller a Specified Percentage of the Seller's
Future Receipts. but only on the terms and conditions set forth in this Agreement.
NOW, THEREFORE, for good and valuable consideration, the mutual receipts and sufficiency of which is hereby acknowledged by
both parties, SLLC and Seller hereby agree to the foregoing and as follows:
1. BASIC TERMS AND DEFINITIONS.
A. “Effective Date” shall mean the later of:(i) the date set forth in the preamble to this agreement, and (ii) the date when SLLC
paid the Purchase Price To Seller.
B. “Specified Percentage” shall mean 15 % of each and every sum from sale made by Seller of Future Receipts.
C. “Future Receipts” shall mean, collectively, all of Seller's receipts of monies for the sale of its goods and services that monies
shall be paid and delivered to Seller by Seller's customers and/or other vendees after the Effective Date of this Agreement;
which payments or deliveries of monies can be made in the form of cash, check, credit, charge, or debit card, ACH or other
electronic transfer or any other form of monetary payment and/or pecuniary benefit received by Seller.
D. “Periodic Receipts” shall mean the amount of Future Receipts received by Seller during each Remittance Period.
E. “Purchased Amount” shall mean the total amount of the Specified Percentage of the Future Receipts that Seller shall be under
obligation to deliver and pay over to SLLC pursuant to this Agreement. The parties agree that the Purchased Amount shall be
$29,800.00 .
F. “Purchase Price” shall mean the total amount that SLLC agrees to pay for the Purchased Amount. Note that the amount that
Seller will actually receive from SLLC pursuant to this Agreement will be Jess than the Purchase Price by the total sum of the
Applicable Fees, Prior Balance and the Origination Fee, if any, as set forth in subparagraphs J., K. and L. below. The parties
agree that the Purchase Price shall be $20,000.00 .
G. “Remittance Amount” shall mean the fixed amount that Seller and SLLC agree to be a good faith approximation of the
Specified Percentage of Seller's Periodic Receipts. Seller and SLLC further agree that, based upon the information provided by
Seller to SLLC concerning Seller's most recent accounts receivables, including representations by the Seller to SLLC regarding
the Seller's estimated Future Receipts, and subject to Seller's right of adjustment/reconciliation set forth in this Agreement, as
of the Effective Date the Remittance Amount shall be $298.00 Da l .
H. “Remittance Period” shall mean the daily or weekly period by the end of which a Remittance Amount shall be delivered by
Seller to Buyer.
I. “Workday” shall mean Monday through Friday except on days when banking institutions are closed for the holidays and do
not process ACH payments.
J. “Applicable Fees” shall mean, collectively, all initial costs and fees that Seller agrees to pay to SLLC as consideration for
agreeing to enter into this Agreement and that are described in Section 17 of this Agreement. The total sum of the Applicable
Fees will be deducted from the Purchase Price prior to delivering it to Seller pursuant to Seller's authorization set forth in Rider
1 to this Agreement, provided nevertheless that such deduction shall not be deemed to reduce the agreed upon Purchase Price.
K. “Prior Balance” shall mean the sum of all amounts that Seller may owe to SLLC and/or third party(s) as of the Effective Date
of this Agreement. The Prior Balance, if any, is described in Section 18 of this Agreement and will be deducted from the
Purchase Price prior to delivering it to Seller pursuant to Seller's authorization set forth in Rider 2 to this Agreement, provided
nevertheless that such deduction shall not be deemed to reduce the agreed upon Purchase Price.
L. “Origination Fee” shall mean the fee that Seller and a Broker have agreed to in conjunction with brokering this Agreement,
which amount Seller authorizes SLLC to withhold from the Purchase Price and pay to said Broker. The Origination Fee, if any,
is described in Section 19 of this Agreement and will be deducted from the Purchase Price prior to delivering it to Seller
pursuant to Seller's authorization set forth in Rider 3 to this Agreement, provided nevertheless that such deduction shall not be
deemed to reduce the agreed upon Purchase Price.
M. In the event “Seller” is comprised of more than one entity, then:
I. The term “Seller” shall mean, individually and collectively, all such entities; and
II. Each Seller is an “Affiliate”· of all other Seller(s). The term “Affiliate”· shall mean an entity or an individual that (1)
controls, (2) is under the “Control”, or (3) is under common Control with the entity or individual in question. The term
“Control” shall mean direct or indirect ownership of more than 50% of the outstanding voting stock of a corporation or
other majority equity interest if not a corporation and the possession of power to direct or cause the direction of the

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management
NYSCEF DOC. NO. 2 and policy of such corporation or other entity, whether through ownershipRECEIVED
of voting securities,
NYSCEF: by stature, or
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by contract; and
III. The representations, warranties, covenants, obligations and liabilities of each Seller shall be joint and several under this
Agreement; and
IV. The liability of each Seller under this Agreement shall be direct and immediate and shall not be conditional or contingent
upon the pursuance of any remedies against any other person or entity; and
V. The terms ·“Specified Percentage”, “Future Receipts”, “Periodic Receipts”, “Remittance Amount”· shall mean the
Specified Percentage, the Future Receipts and the Periodic Receipts of each Seller individually; and
VI. SLLC may pursue its rights and remedies under this Agreement against any one or any number of entities that constitute
Seller without obligation to assert, prosecute or exhaust any remedy or claim against any other Seller or any Guarantor.
N. In the event “Guarantor” is comprised of more than one individual, then:
I. The term “Guarantor” shall mean, individually and collectively, all such individuals; and
II. Each Guarantor is an Affiliate of all other Guarantor(s); and
III. The representations, warranties, covenants, obligations and liabilities of each Guarantor shall be joint and several under
this Agreement and the Guaranty; and
IV. The liability of each Guarantor under this Agreement and the Guaranty shall be direct and immediate and shall not be
conditional or contingent upon the pursuance of any remedies against any other person or entity; and
V. SLLC may pursue its rights and remedies under this Agreement and/or Guaranty against any one or any number of
individuals that constitute Guarantor without obligation to assert, prosecute or exhaust any remedy or claim against any
other Guarantor or any Seller.
2. THE TERM. This Agreement for the purchase and sale of Future Receipts does not have a fixed duration or term, which is
potentially infinite. Subject to the provisions of Sections 10-13 hereof, the term of this Agreement shall commence on the Effective
Date and expire on the date (the “Expiration Date”) when the Purchased Amount and all other sums due to SLLC pursuant to this
Agreement are received by SLLC in full.
3. SALE OF PURCHASED FUTURE RECEIPTS. Seller hereby sells, assigns, transfers, and conveys (hereinafter, the “sale”)
onto SLLC all of Seller's right, title, and interest in to the Specified Percentage of the Future Receipts until the Purchased Amount
shall have been delivered by Seller to SLLC (hereinafter, the portion of the Future Receipts sold by Seller to SLLC pursuant to this
Agreement, the “Purchased Future Receipts”); to have and hold the same unto SLLC, its successors and assigns, forever. This Sale
of the Purchased Future Receipts is made without express or implied warranty to SLLC of collectability of the Purchased Future
Receipts by SLLC and without recourse against Seller and/or Guarantor(s), except as specifically set forth in this Agreement. By
virtue of this Agreement, Seller transfers to SLLC full and complete ownership of the Purchased Future Receipts and Seller retains
no legal or equitable interest therein.
4. PAYMENT OF PURCHASE PRICE. In consideration of the sale by Seller to SLLC of the Purchased Future Receipts pursuant
to this Agreement, SLLC agrees to pay to Seller the Purchase Price; the amount of the Purchase Price (reduced by the Applicable
Fees, Prior Balance, and Origination Fee, if any) shall be delivered to Seller after execution of this Agreement.
5. USE OF PURCHASE PRICE. Seller hereby acknowledges that it fully understands that: (i) SLLC's ability to collect the
Purchased Amount (or any portion thereof) is contingent upon Seller's continued operation of its business and successful generation
of the Future Receipts until the Purchased Amount is delivered to SLLC in full; and (ii) that in the event of decreased efficiency or
total failure of Seller's business SLLC's receipt of the full or any portion of the Purchased Amount may be delayed indefinitely.
Based upon the forgoing, Seller agrees to use the Purchase Price exclusively for the benefit and advancement of Seller's business
operations and for no other purpose.
6. REMITTANCE AMOUNTS OF PURCHASED AMOUNT. The Purchased Amount shall be delivered by Seller to SLLC at the
end of each Remittance Period as part of the Purchased Amount commencing on the Effective Date and ending on the Expiration
Date.
7. APPROVED BANK ACCOUNT AND CREDIT CARD PROCESSOR. During the term of this Agreement, Seller shall: (i)
deposit all Future Receipts into one (and only one) bank account which bank account shall be acceptable and preapproved by SLLC
(the “Approved Bank Account”), (ii) use one (and only one) credit card processor which processor shall be acceptable and
preapproved by SLLC (the “Approved Processor”) and (iii) deposit all credit card receipts into the Approved Bank Account. In the
event the Approved Bank Account or Approved Processor shall become unavailable or shall cease providing services to Seller
during the term of this Agreement, prior to the first date of such unavailability or cessation of services, Seller shall arrange for
another Approved Bank Account or Approved Processor, as the case may be. Seller acknowledges and agrees that any change in

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the Approved
NYSCEF DOC. NO. 2Bank Account or Credit Card Processor is subject to a $50 bank change as SLLCRECEIVED
is required toNYSCEF:
make the necessary
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system and account adjustments.
8. AUTHORIZATION TO DEBIT APPROVED BANK ACCOUNT. Seller hereby authorizes SLLC to initiate electronic checks
or ACH debits from the Approved Bank Account (which as of the Effective Date of this Agreement shall be the account listed on
Appendix A hereto) in the amount of the Remittance Amount at the end of each Remittance Period commencing on the Effective
Date until SLLC receives the full Purchased Amount. Seller shall provide SLLC with all access code(s) for the Approved Bank
Account. Seller acknowledges and understands that a $39 ACH restricted account fee will be added for each day that SLLC is
unable to access the Approved Bank Account via the credentials Seller has provided.
9. FEES ASSOCIATED WITH DEBITING APPROVED BANK ACCOUNT. It shall be Seller's exclusive responsibility to pay
to its banking institution and/or SLLC's banking institution directly (or to compensate SLLC, in case it is charged) all fees, charges
and expenses incurred by either Seller or SLLC due to rejected electronic checks or ACH debit attempts, overdrafts or rejections
by Seller's banking institution of the transactions contemplated by this Agreement, including without limitation a $50.00 charge per
bounced or rejected ACH debit.
10. SELLER'S RIGHT FOR RECONCILIATION. Seller and SLLC each acknowledge and agrees that:
A. If at any time during the term of this Agreement Seller will experience unforeseen decrease or increase in its Periodic Receipts,
Seller shall have the right, at its sole and absolute discretion, but subject to the provisions of Section 11 below, to request
retroactive reconciliation of the Remittance Amounts for one (1) full calendar month immediately preceding the day when such
request for reconciliation is received by SLLC (each such calendar month, a “Reconciliation Month”).
B. Such reconciliation (the “Reconciliation”) of the Seller's Remittance Amount for a Reconciliation Month shall be performed
by SLLC within five (5) Workdays following its receipt of the Seller's request for Reconciliation by either crediting or debiting
the difference back to, or from, the Approved Bank Account so that the total amount debited by SLLC from the Approved
Bank Account during the Reconciliation Month at issue is equal to the Specific Percentage of the Future Receipts that Seller
collected during the Reconciliation Month at issue.
C. One or more Reconciliation procedures performed by SLLC may reduce or increase the effective Remittance Amount amount
during the Reconciliation Month in comparison to the one set forth in Section l of this Agreement, and, as the result of such
reduction, the term of this Agreement during which SLLC will be debiting the Approved Bank Account may get shortened or
extended indefinitely.
11. R.EQUEST FOR RECONCILIATION PROCEDURE.
A. It shall be Sellers sole responsibility and the right hereunder to initiate Reconciliation of Seller's actual Remittance Amounts
during any Reconciliation Month by sending a request for Reconciliation to SLLC.
B. Any such request for Reconciliation of the Seller's Remittance Amounts for a specific Reconciliation Month shall be in writing,
shall include a copy of Seller's bank statement and credit card processing statements for the Reconciliation Month at issue, and
shall be received by SLLC via email to info@splashadvance.com, with the subject line “REQUEST FOR
RECONCILIATION”, within five (5) Workdays after the last day of the Reconciliation Month at issue (time being of the
essence as to the last day of the period during which such demand for Reconciliation shall be received by SLLC).
C. SLLC's receipt of Seller's request for Reconciliation after the expiration of the five (5) Workday period following the last day
of the Reconciliation Month for which such Reconciliation is requested nullifies and makes obsolete Seller's request for
Reconciliation for that specific Reconciliation Month.
D. Commencing thirty (30) days after the Effective Date of this Agreement, Seller shall have the right to request Reconciliation
as many times during the term of this Agreement as it deems proper, and SLLC shall comply with each such request, provided
that:
I. Each such request is made in accordance with the terms of this Section 11; and
II. If a request for Reconciliation is made after the expiration of the term of this Agreement and, as the result of such
Reconciliation, the total amount actually debited by SLLC from the Approved Bank Account will become less than the
Purchased Amount, then and in such event the term of this Agreement shall automatically be extended until the time when
the total amount actually debited from Approved Bank Account pursuant to this Agreement shall become equal to the
Purchased Amount.
E. Nothing set forth in Sections 10 or 11 of this Agreement shall be deemed to: (i) provide Seller with the right to interfere with
SLLC's right and ability to debit the Approved Bank Account while the request for Reconciliation of Seller's receipts is pending
or until the Purchased Amount is collected by SLLC in full, or (ii) modify the amount of the Remittance Amount for any
calendar month during the term of this Agreement other than during the Reconciliation Month(s) as the result of the
Reconciliation.

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12. DOC.
NYSCEF ADJUSTMENT
NO. 2 OF THE REMITTANCE AMOUNT. RECEIVED NYSCEF: 04/11/2024

A. If at any time during the term of this Agreement Seller experiences a steady decrease in its Periodic Receipts, Seller shall have
the right, at its sole and absolute discretion, but subject to the provisions of Section 13 below, to request modification
(“Adjustment”) of the amount of the Remittance Amount that Seller is obligated to deliver daily to SLLC in accordance with
the provisions of Section 6 above. Such Adjustment shall become effective as of the date it is granted, and the new adjusted
amount of the Remittance Amount (the “Adjusted Remittance Amount of Purchased Amount”) shall replace and supersede the
amount of the Remittance Amount set forth in Section 1 above.
B. The Adjustment of the Remittance Amount shall be performed by SLLC within five (5) Workdays following its receipt of the
Seller's request for Adjustment by modifying the amount of the Remittance Amount that shall be debited from the Approved
Bank Account until the Purchased Amount is paid in full. Notwithstanding anything to the contrary set forth in Sections 12 and
13 hereof, no Adjustment shall take place until and unless Reconciliation for at least one (1) Reconciliation Month takes place
resulting in the reduction of the total amount debited from Seller's Approved Bank Account during the Reconciliation Month
by at least fifteen percent (15%) in comparison to the amount that would have been debited during that month without
Reconciliation.
C. One or more Adjustments performed by SLLC may substantially extend the term of this Agreement.
13. REQUEST FOR ADJUSTMENT PROCEDURE.
A. It Shall Be Seller's Sole Responsibility And The Right To Initiate The Adjustment By Sending A Request For Adjustment To
SLLC.
B. A request for Adjustment (an “Adjustment Request”) shall be in writing, and shall include copies of:(i) Seller's last three (3)
consecutive bank statements of the Approved Bank Account and credit card processing statements immediately preceding the
date of SLLC's receipt of the Adjustment Request, and (ii) Seller's bank statements and credit card processing statements
previously provided by Seller to SLLC based upon which statements the amount of the Remittance Amount set forth in Section
1 above (or the then current Adjusted Remittance Amount of Purchased Amount, as the case may be) was determined, and
shall be received by SLLC by email at info@splashadvance.com, with the subject line “REQUEST FOR ADJUSTMENT”,
within five (5) Workdays after the date that is the later of (i) the last day of the latest bank statement enclosed with the
Adjustment Request and (ii) the last date of the latest credit card processing statement enclosed with the Adjustment Request
(time being of the essence as to the last day of the period during which an Adjustment Request shall be received by SLLC).
C. SLLC's receipt of a Seller's Adjustment Request after the expiration of the above referenced five (5) Workday period nullifies
and makes obsolete such Adjustment Request.
D. Seller shall have the right to request Adjustment of the Remittance Amount, or the Adjusted Remittance Amount of Purchased
Amount (as the case may be), as many times during the term of this Agreement as it deems proper, and SLLC shall comply in
good faith with such request, provided that:
E. Each such request for Adjustment is made in accordance with the terms of this Section 13; and 5 Guarantor Ill Initials: Guarantor
112 Initials:
F. A request for Adjustment shall not be made after the Expiration Date.
G. Nothing set forth in Sections 12 or 13 of this Agreement shall be deemed to provide Seller with the right to (i) interfere with
SLLC's right and ability to debit the Approved Bank Account while the request for Adjustment is pending or until the Purchased
Amount is collected by SLLC in full or (ii) request Adjustment retroactively for the portion of the term of this Agreement
preceding the date of an Adjustment Request.
14. SELLER'S RIGHT TO ACCELERATE REMITTANCE OF THE OUTSTANDING PORTION OF THE PURCHASED
AMOUNT OF FUTURE RECEIPTS (“OUTSTANDING PAFR”).
A. Notwithstanding anything to the contrary set forth in this Agreement, Seller shall have the right. at any time after receipt from
SLLC of the Purchase Price, and upon obtaining SLLC's prior written consent, to accelerate delivery to SLLC of the then
undelivered portion of the Purchased Amount of Future Receipts (such amount, the “Outstanding PAFR”). The delivery of the
Outstanding PAFR shall be governed by the following subparagraphs.
B. The Outstanding PAFR can only be delivered in full and not partially.
C. Seller shall request the right to accelerate the delivery of the Outstanding PAFR by notifying SLLC to that effect; provided that
such notice shall be in writing (an email delivery shall be deemed acceptable) and shall contain the information on the source(s)
of the funds to be used for delivery of the Outstanding PAFR and on the approximate date of such delivery.
D. SLLC shall respond to Seller's request within three (3) Workdays from the date of its receipt by SLLC.

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E. In its
NYSCEF DOC. NO. response
2 to Seller's request, SLLC shall indicate the exact amount of the Outstanding PAFR as of the
RECEIVED date of its04/11/2024
NYSCEF: delivery
by Seller.
F. As of the date agreed upon as between SLLC and Seller, Seller shall deliver to SLLC the full amount of the Outstanding PAFR
(such date, the “Accelerated Delivery Date”).
G. Under no circumstances shall Seller suspend or modify, or cause to be suspended or modified, the delivery to SLLC of the
Remittance Amounts prior to the delivery of the Outstanding PAFR to SLLC.
H. Upon delivery of the Outstanding PAFR to SLLC in compliance with the provisions of this Section 14, Seller's obligations to
SLLC pursuant to this Agreement shall be deemed completed and fulfilled.
15. RIGHTS AND OBLIGATIONS OF SLLC UPON RECEIPT OF THE OUTSTANDING PAFR. Upon receipt of the full
amount of the Outstanding PAFR:
A. SLLC shall notify the Approved Bank Account and request from it to stop transferring Remittance Amounts to SLLC's bank
account.
B. If SLLC shall have received one or more Remittance Amount (or Adjusted Remittance Amount of Purchased Amount, as the
case may be) after the Accelerated Delivery Date (due to the Approved Bank's delay in processing SLLC's request described
in subparagraph (A) above or for any other reason), SLLC shall immediately do one of the two following things (but not both):
I. Return to Seller the total sum of the Remittance Amounts (or the Adjusted Remittance Amount of Purchased Amounts, as
the case may be) received by SLLC after the date of delivery of the Outstanding PAFR to SLLC; or
II. Apply the total sum of the Remittance Amounts (or the Adjusted Remittance Amount of Purchased Amounts, as the case
may be) received by SLLC after the Accelerated Delivery Date toward Seller's outstanding financial obligations to SLLC
existing as of the Accelerated Delivery Date for reasons unrelated to this Agreement (if any).
(a) By way of example, if as of the Accelerated Delivery Date, Seller and SLLC would be parties to a another future
receivables sale and purchase agreement in connection with a portion of Seller's Future Receipts that is not subject to
this Agreement (such agreement, an ·unrelated “Future Agreement”), then and in such event SLLC may, in its sole
and absolute discretion, apply the sum of the Remittance Amounts (or the Adjusted Remittance Amount of Purchased
Amounts, as the case may be) received by SLLC after the Accelerated Delivery Date pursuant to this Agreement
toward fulfilling Seller's obligations to SLLC pursuant to the Unrelated Future Agreement.
C. Seller acknowledges and agrees that SLLC shall have the right to apply the total sum of the Remittance Amounts (or Adjusted
Remittance Amount of Purchased Amounts, as the case may be) received by SLLC after the Accelerated Delivery Date toward
Seller's outstanding financial obligations to SLLC existing as of the Accelerated Delivery Date for reasons unrelated to this
Agreement (if any) in exchange for, and as an adequate and sufficient consideration for, SLLC granting Seller the right to
accelerate the payment of the Purchased Amount of Future Receipts.
16. RISK SHARING ACKNOWLEDGMENTS AND ARRANGEMENTS.
A. Seller and SLLC each hereby acknowledge and agrees that:
I. The Purchased Future Receipts represent a portion of Seller's Future Receipts.
II. This Agreement consummates the sale of the Purchased Future Receipts at a discount, not the borrowing of funds by Seller
from SLLC. SLLC does not charge Seller and will not collect from Seller any interest on the monies used by SLLC for the
purchase of the Purchased Future Receipts. The period of time that it will take SLLC to collect the Purchased Amount is
not fixed, is unknown to both parties as of the Effective Date of this Agreement and will depend on how well or not well
Seller's business will be performing following the Effective Date. As an extreme example, in the event Seller's business
ceases to exist after SLLC's purchase of the Purchased Future Receipts as a result of a drying up of revenues for reasons
outside Seller's control, SLLC may never collect all or a substantial portion of the Purchased Future Receipts and will
never recover the moneys it spent on such purchase.
III. The amount of the Remittance Amount set forth in Section 1 of this Agreement is calculated based upon the information
concerning an average amount of Periodic Receipts collected by Seller's business immediately prior to the Effective Date
of this Agreement, as well as representations regarding the Seller's estimated Future Receipts, which information was
provided by the Seller to SLLC.
IV. The amounts of Seller's future Periodic Receipts may increase or decrease over time.
V. If, based upon the Reconciliation and/or the Adjustment procedures described above, it will be determined that the actual
daily amounts of the Specified Percentage of the Future Receipts get reduced in comparison to the amount of the
Remittance Amount as of the Effective Date set forth in Section 1 of this Agreement, and in comparison to the amount
that both Seller and SLLC may have anticipated or projected because Seller's business has slowed down, or if the full

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Purchased
NYSCEF DOC. NO. 2 Amount is not remitted because Seller's business went bankrupt or otherwiseRECEIVED
ceased operations
NYSCEF:in the04/11/2024
ordinary
course of business (but not due to Seller's willful or negligent mishandling of its business or due to Seller's failure to
comply with its obligations under this Agreement), Seller would not be in breach of or in default under this Agreement.
B. SLLC's Risk Acknowledgments. SLLC agrees to purchase the Purchased Future Receipts knowing the risks that Seller's
business may slow down or fail, and SLLC assumes this risk based exclusively upon the information provided to it by Seller
and related to the business operations of Seller's business prior to the date hereof, and upon Seller's representations, warranties
and covenants contained in this Agreement that are designed to give SLLC a reasonable and fair opportunity to receive the
benefit of its bargain. Furthermore, SLLC hereby acknowledges and agrees that Seller shall be excused from performing its
obligations under this Agreement in the event Seller's business ceases its operations exclusively due to the following reasons
(collectively, the "Valid Excuses"):
I. adverse business conditions that occurred for reasons outside Seller's control and not due to Seller's willful or negligent
mishandling of its business;
II. loss of the premises where the business operates (but not due to Seller's breach of its obligations to its landlord), provided
however that Seller does not continue and/or resume business operations at another location;
III. bankruptcy of Seller; and/or
IV. natural disasters or similar occurrences beyond Seller's control.
C. Application of Amounts Received by SLLC. SLLC reserves the right to apply amounts received by it under this Agreement to
any fees or other charges due to SLLC from Seller prior to applying such amounts to reduce the outstanding amount of the
Purchased Amount. Any ACH payments and/or payments which clear after the Effective Date of this Agreement shall be
applied to the balance hereunder
D. Not a Loan. Seller and SLLC agree that the Purchase Price is paid to Seller in consideration for the acquisition of the Purchased
Future Receipts and that payment of the Purchase Price by SLLC is not intended to be, nor shall it be construed as, a loan from
SLLC to Seller that requires absolute and unconditional repayment on a maturity date. To the contrary, SLLC's ability to receive
the Purchased Amount pursuant to this Agreement, and the date when the Purchased Amount is delivered to SLLC in full (if
ever) are subject to and conditioned upon performance of Seller's business. If. nevertheless, a court having jurisdiction over
this Agreement and the parties hereto shall have determined that SLLC has charged or received interest hereunder in excess of
the highest rate allowed by law, then the rate of such interest received by SLLC shall automatically be reduced to the maximum
rate permitted by applicable law and SLLC shall promptly refund to Seller any interest received by SLLC in excess of the
maximum lawful rate.
17. APPLICABLE FEES. Seller acknowledges that the Applicable Fees were agreed upon between Seller and SLLC prior to Seller
entering into this Agreement, were subject to arm-length negotiation between SLLC and Seller, and a detailed list of the Applicable
Fees is set forth in Rider I of this Agreement, which is attached hereto and made a part hereof.
18. PRIOR BALANCE. Seller represents and warrants that Rider 2, which is attached hereto and made a part hereof, contains true
and correct information as to the name(s) of Seller's creditors and the amounts that Seller owes each of those creditors as of the
Effective Date (and these amounts being a portion of the Prior Balance), and that as of the date hereof there are no creditors of
Seller which may otherwise encumber the Purchased Future Receipts other than those listed in Rider 2. Seller indemnifies and holds
harmless SLLC for any and all damages and losses (including without limitation legal fees and expenses) incurred by SLLC as the
result of such representation being untrue, incorrect or incomplete.
19. ORIGINATION FEE. To the extent that Seller has agreed to a broker fee with a third-party broker with respect to this Agreement
(which is not a party hereto), Seller hereby requests and agrees for SLLC to withhold from the Purchase Price, and pay to the third-
party broker associated with this Agreement. the Origination Fee contained in Rider 3, which is attached hereto and made a part
hereof.
20. NO REDUCTION OF PURCHASE PRICE. Seller hereby: (i) agrees to pay the Applicable Fee, the Prior Balance and the
Origination Fee (the sum of those, hereinafter, the "Closing Costs") in full; (ii) hereby authorizes SLLC to apply a portion of the
Purchase Price due co Seller pursuant to this Agreement coward satisfaction of Seller's obligation to pay the Closing Costs by
deducting the amount of the Agreement Fees from the Purchase Price prior to delivering it to Seller; and (iii) agrees that deduction
of the Closing Costs from the Purchase Price shall not be deemed to be a reduction of the Purchase Price

REPRESENTATIONS, WARRANTIES AND COVENANTS
21. SELLER REPRESENTS, WARRANTS AND COVENANTS THAT AS OF THIS DATE AND DURING THE TERM OF
THIS AGREEMENT:
A. Financial Condition and Financial Information. Seller's bank and financial statements, copies of which have been furnished
to SLLC, and future statements which may be furnished hereafter pursuant to this Agreement or upon SLLC's request, fairly

Guarantor #1 Initials: TD
________ Guarantor #2 Initials:CW
________ Page 7
202404120128 IndexNO.
INDEX #: 138641-2024
138641-2024
FILED: ONTARIO COUNTY CLERK 04/11/2024 10:23 AM
represent
NYSCEF DOC. NO. 2the financial condition of Seller as of the dates such statements were issued, and prior to execution
RECEIVED of the Agreement
NYSCEF: 04/11/2024
there has been no material adverse changes, financial or otherwise, in such condition, operation or ownership of Seller. Seller
has a continuing, affirmative obligation to advise SLLC of any material adverse change in its financial condition, operation or
ownership, and/or online banking log-in credentials. SLLC may request Seller's bank statements at any time during the term of
this Agreement and Seller shall provide them to SLLC within five (5) Workdays. Seller's failure to do so, and/or cutting off
SLLC's online access to the Approved Bank Account, is a material breach of this Agreement.
B. Governmental Approvals. Seller is in compliance and, during the term of this Agreement, shall be in compliance 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.
C. Good Standing. Seller is a corporation/limited liability company/limited partnership/other type of entity that is in good
standing and duly incorporated or otherwise organized and validly existing under the laws of its jurisdiction of incorporation
or organization, and has full power and authority necessary to carry its business as it is now being conducted.
D. Authorization. Seller has all requisite power to execute, deliver and perform this Agreement and consummate the transactions
contemplated hereunder; entering into this Agreement will not result in breach or violation of, or default under, any agreement
or instrument by which Seller is bound or any statute, rule, regulation, order or other law to which Seller is subject, nor require
the obtaining of any consent, approval, permit or license from any governmental authority having jurisdiction over Seller. All
organizational and other proceedings required to be taken by Seller to authorize the execution. delivery and performance of
this Agreement have been taken. The person signing this Agreement on behalf of Seller has full power and authority to bind
Seller to perform its obligations under this Agreement.
E. Accounting Records And Tax Returns. Seller will treat receipt of the Purchase Price and payment of the Purchased Amount
in a manner evidencing sale of its future receipts in its accounting records and tax returns and further agrees that SLLC is
entitled to audit Seller's accounting records upon reasonable notice in order to verify compliance. Seller hereby waives any
rights of privacy, confidentiality or taxpayer privilege in any litigation or arbitration arising out of this Agreement in which
Seller asserts that this transaction is anything other than a sale of future receipts.
F. Taxes; Workers Compensation Insurance. Seller has paid and will promptly pay, when due, all taxes, including without
limitation, income, employment, sales and use taxes, imposed upon Seller's business by law, and will maintain workers
compensation insurance required by applicable governmental authorities.
G. Business Insurance. Seller maintains and will maintain general liability and business-interruption insurance naming SLLC as
loss payee and additional insured in the amounts and against risks as are satisfactory to SLLC and shall provide SLLC proof
of such insurance upon request.
H. Electronic Check Processing Agreement. Seller shall not change its Approved Processor. add terminals, change its Approved
Bank Account(s) or take any other action that could have any adverse effect upon Seller's obligations or impede SLLC's rights
under this Agreement. without SLLC's prior written consent.
I. No Diversion Of Future Receipts. Seller shall not allow any event to occ

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Exhibit,Appendix: Splash Advance Llc v. Wings Restaurant Llc, Tyler James Dunn, Callie Ann Washington

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