Motion for Writ in 24 Capital Llc v. Umoja Supermarket Network Llc, Antoine Anzuruni Katembo| Trellis.Law

On April 11, 2024 a Exhibit,Appendix was filed involving a dispute between 24 Capital Llc, and Antoine Anzuruni Katembo, Umoja Supermarket Network Llc, for Commercial - Contract in the District Court of Monroe County.

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FILED: MONROE COUNTY CLERK 04/11/2024 02:57 PM INDEX NO. E2024006231
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024
MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT.

Receipt # 3820489

Book Page CIVIL

Return To: No. Pages: 25
STEVEN ZAKHARYAYEV
10 W37th Street, RM 602 Instrument: EXHIBIT(S)
New York, NY 10018
Control #: 202404111494
Index #: E2024006231

Date: 04/11/2024

24 CAPITAL LLC Time: 3:33:21 PM

UMOJA SUPERMARKET NETWORK LLC
KATEMBO, ANTOINE ANZURUNI

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
202404111494 Index #
INDEX : E2024006231
NO. E2024006231
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:57 PM
ID: 987E8895-7636-4675-954D-4DD5CE03C18A
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024

FUTURE RECEIVABLES SALE AND PURCHASE AGREEMENT
This agreement (“Agreement”), dated __________
08/11/2023, between 24 Capital (“Purchaser”) and the seller(s) listed herein (collectively, the
"Seller”) (all capitalized terms shall have the meanings ascribed to them below):

Merchant’s Legal Name: __________________________________________________________________________
UMOJA SUPERMARKET NETWORK LLC and all entities listed on Exhibit F
D/B/A: UMOJA SUPERMARKET NETWORK ________________________________________________________ _
Business Entity: LIMITED___________________________________________________________
LIABILITY COMPANY Business EIN Number: 86-1757170
___________________
Physical Address: 900 W HOLMES RD _ Merchant SSN: __________________|_________________
401-73-6036
City: LANSING
________________________________________________________________________________________ State: MI
______________ Zip: __________________
48910
Mailing Address: ___________________________________________________________________________________________________________________________
900 W HOLMES RD

City: ____________________________________________________________________________________________
LANSING State: MI
______________ Zip: __________________
48910

Purchase Price Receipts Purchased Specified % Scheduled Remit
$ 20,000.00 $ 29,800.00 18% $ 298.00

*Accurate contact information is required to provide the Seller with important information regarding the Agreement. Concurrently
with the execution of this Agreement by Seller, and as condition to the effectiveness hereof, Seller has caused the Personal Guarantee
of Performance in the form attached hereto as “Exhibit B” (Exhibit B - Personal Guaranty of Performance) to be signed and delivered to
PURCHASER by the following Owner(s)/Guarantor(s) of Seller.
**Furthermore, in the event the Seller and/or Guarantor are comprised of more than one entity and/or individuals, then ALL such
entities and/or individuals, respectively, shall sign the Addendum to this Agreement in the form attached hereto as “Exhibit F” (Exhibit
F - Multiple Entities). All such entities on Exhibit F shall be treated as additional Sellers or Guarantors and, therefore, the terms of this
Agreement shall be fully enforceable against all such entities and individuals.
***WHEREAS Seller is desirous to sell to PURCHASER, and PURCHASER 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.
****This Agreement shall be owned and serviced by Fundersapp, LLC.
SELLER # 1 (Print)
By (First Name) : __________________________________________________
ANTOINE ANZURUNI (Last Name) : KATEMBO
_____________________________________________________
Email : ______________________________________________________________
anzuantoine@yahoo.com Business Phone : _________________________________________________
N/A

(Title) : _____________________________________________________________
OWNER Signature
__________________________________________________________

SELLER # 2 (Print)
By (First Name) : __________________________________________________ (Last Name) : _____________________________________________________
Email : ______________________________________________________________ Business Phone : _________________________________________________

(Title) : _____________________________________________________________ Signature
__________________________________________________________

OWNER/GUARANTOR # 1 (Print)
By (First Name) : __________________________________________________
ANTOINE ANZURUNI (Last Name) : KATEMBO
_____________________________________________________
Email : ______________________________________________________________
anzuantoine@yahoo.com Business Phone : _________________________________________________
N/A

(Title) : _____________________________________________________________
OWNER Signature
__________________________________________________________

OWNER/GUARANTOR # 2 (Print)
By (First Name) : __________________________________________________ (Last Name) : _____________________________________________________
Email : ______________________________________________________________ Business Phone : _________________________________________________

(Title) : _____________________________________________________________ Signature
__________________________________________________________

V2-PV7.26.23 Owner(s)/Guarantor(s) Initials [ ______ ______ ]
202404111494 IndexNO.
INDEX #: E2024006231
E2024006231
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:57 PM
ID: 987E8895-7636-4675-954D-4DD5CE03C18A
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024

This Future Receivables Sale and Purchase Agreement (the “Agreement”) by and between 24 Capital (the “Purchaser”),
________________________________________________,
UMOJA SUPERMARKET NETWORK LLC with its primary place of business located at ______________________________________________
900 W HOLMES RD LANSING MI 48910
(the “Merchant”) and ______________________________
ANTOINE ANZURUNI KATEMBO with their personal residence at ___________________________________________________
3008 WOOD BRIDGE DR SE APT 304 KENTWOOD MI 49512
(the “Guarantor”) (collectively, the “Seller”), is entered into on the _______
11th of ____________,
August 20____23 (the “Effective Date”).
WHEREAS, the purpose of this Agreement is to set forth the terms and conditions in relation to the purchase of future receivables
from the Seller;

WHEREAS, the Seller is entering into this Agreement voluntarily and has had ample opportunity to review this Agreement prior
to executing it;

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein and for other valuable consideration,
the sufficiency of which is agreed to by the parties hereto, the Purchaser and the Seller (collectively, the Parties”), hereby agree
as follows:

I. BASIC TERMS AND DEFINITIONS.
a. “Applicable Fees”: all initial costs and fees that Seller agrees to pay to the Purchaser as consideration. The total
sum of the Applicable Fees shall be deducted from the Purchase Price prior to Seller receiving the funds from the
Purchase Price (as defined below);
b. “Bank Holiday”: Business Days (as defined below) in which major banks are closed for business;
c. “Business Day”: Monday through Friday, with the exception of bank holidays;
d. “Daily Receipts”: the amount of Future Receipts (as defined below) received by Seller on a daily basis;
e. “Effective Date”: the date set forth in the preamble of this Agreement;
f. “Future Receipts”: all of the Seller’s receipts of monies for the sale of its goods and services after the Effective Date
of this Agreement;
g. “Net Funding”: the consideration transferred to Seller after the Applicable Fees and Origination Fees (as defined
below) are deducted;
h. “Obligations”: the terms and conditions the Purchaser is bound to under this Agreement;
i. “Origination Fee”: the agreed upon fee between the Seller and a third-party Broker, which shall be deducted from
the Net Funding (as defined below);
j. “Parties”: collectively, the Purchaser, Merchant, Personal Guarantor and Seller;
k. “Prior Balance”: Outstanding balance on a previous executed Agreement between the Parties;
l. “Purchased Amount”: the total amount of the Specified Percentage of the Future Receipts that the Seller shall be
under obligated to deliver and pay to the Purchaser;
m. “Purchase Price”: the total amount that the Purchase has agreed to pay for the Purchased Amount;
n. “Scheduled Remittance”: the fixed amount that the Parties agree to be a good faith approximation of the Specified
Percentage (as defined below) of the Seller’s Daily Receipts. Scheduled Remittance shall begin on ____________
08/11/2023 and be
processed daily. In the event a Scheduled Remittance is due on a banking holiday, Purchaser shall schedule an
additional payment on the previous business day prior to said banking holiday; In the event the Parties agree to a
weekly payment frequency, Purchaser shall have authority to adjust the weekly payment frequency to a daily
payment frequency so long as the daily Scheduled Remittances is reduced so that aggregate amount of daily
remittances is equal to the amount of the weekly Scheduled Remittances. (e.g. $500/week = $100/day).
o. “Specified Percentage”: _______
18% of each and every sum from sales made by the Seller of Future Receipts.

II. TERM. This Agreement does not have a fixed duration and shall expire upon the date when the Purchased Amount and
all other sums due to the Purchaser are paid in full (“Expiration Date”).

III. SALE OF PURCHASED FUTURE RECEIPTS. Seller hereby irrevocably assigns, transfers and conveys onto Purchaser all
of the Seller’s right, title and interest in the Specified Percentage of the Future Receipts until the Purchased Amount
shall have been delivered by Seller to Purchaser (“Purchased Future Receipts”). This sale of the Purchased Future
Receipts is made without express or implied warranty to Purchaser of collectability of the Purchased Future Receipts
V2-PV7.26.23 Owner(s)/Guarantor(s) Initials [ ______ ______ ]
202404111494 IndexNO.
INDEX #: E2024006231
E2024006231
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:57 PM
ID: 987E8895-7636-4675-954D-4DD5CE03C18A
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024

by Purchaser 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 Purchaser full and complete ownership of the Purchased Future Receipts
and Seller retains no legal or equitable interest therein.

IV. PAYMENT OF PURCHASE PRICE. As good faith consideration, Purchaser agrees to pay to Seller the Purchase Price, less
any Applicable Fees, Prior Balance (if applicable) and Origination Fees, upon execution of this Agreement.

V. USE OF PURCHASE PRICE. Seller hereby acknowledges and understands that: (i) Purchaser’s ability to collect the
Purchased Amount (or any portion thereof) shall be contingent upon Seller’s continued operation of its business and
successful generation of the Future Receipts until the Purchased Amount is delivered to Purchaser in full; and (ii) in the
event of decreased efficiency or total failure of Seller’s business, Purchaser’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.

VI. SCHEDULED REMITTANCE OF PURCHASED AMOUNTS. The Purchased Amount shall be delivered by the Seller to the
Purchaser in the amount of the Scheduled Remittance on each Business Day commencing on the Effective Date. In the
event a Scheduled Remittance is due on a Bank Holiday in which Purchaser’s ACH processor does not process payments,
Purchaser shall schedule an additional ACH payment on the Business Day immediately preceding said Bank Holiday.
The Scheduled Remittance amount on page one of this Agreement shall be the “Initial Scheduled Remittance” and shall
be fixed unless such remittance is adjusted pursuant to the reconciliation procedure stated herein.

VII. APPROVED BANK ACCOUNT AND CREDIT CARD PROCESSOR(S). During the term of this Agreement, the Seller shall:
(i) deposit all Future Receipts into one (and only one) bank account, which shall be preapproved by the Purchaser (the
“Approved Bank Account”); (ii) use one (and only one) credit card processor, which shall be preapproved by the
Purchaser (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 to operate during the
term of this Agreement, Seller shall arrange for another Approved Bank Account or Approved Processor within twenty-
four (24) hours.

VIII. AUTHORIZATION TO DEBIT APPROVED BANK ACCOUNT. The Seller hereby authorizes the Purchaser to initiate
electronic payments or ACH debits from the Approved Bank Account in the amount of the Scheduled Remittance on
each Business Day commencing on the Effective Date until the Purchaser receives the full Purchased Amount. The
Parties agree that the Seller shall provide Purchaser with all access code(s) for the Approved Bank Account.

IX. FEES ASSOCIATED WITH DEBITING APPROVED BANK ACCOUNT. All fees, charges and expenses incurred by either
Party due to rejected electronic checks, failed ACH debit attempts, overdrafts or rejections by Seller’s banking institution
shall be the sole responsibility of the Seller.

X. RECONCILIATION.

a. Seller’s Right for Reconciliation. The Parties each acknowledge and agree that:
i. If at any time during the term of this Agreement Seller shall experience unforeseen decreases to their Daily
Receipts, the Seller shall have the right, at its sole and absolute discretion, to request a modification to their
Scheduled Remittance.
ii. Such modification to their Scheduled Remittance (the “Reconciliation”) shall be performed by the
Purchaser within five (5) Business Days following the written request by Seller for said Reconciliation.

b. Reconciliation Procedure.
i. Seller shall submit a written request for Reconciliation via email to rec@fundersapp.com with the subject
line, “REQUEST FOR RECONCILIATION”;

ii. Said written request shall include a copy of the Seller’s most recent bank statement and credit card
processing statement from the accounts previously provided by Seller to Purchaser based upon which the
Initial Scheduled Remittance set forth in Section 1 above (or the then current Adjusted Scheduled
Remittance, as the case may be) was determined.
iii. The Purchaser shall have five (5) Business Days to review the Request for Reconciliation.
iv. Any Request for Reconciliation must be initiated prior to the Expiration Date and Seller must not be in
default as defined by this Agreement.

c. Warranties. The Seller shall have the right and sole responsibility to request Reconciliation as many times during
the term of this Agreement as it deems proper so long as each such request is made in accordance with the terms
of Reconciliation Procedure. Nothing set forth in this Agreement shall be deemed to provide the Seller with the right
to interfere with the Purchaser’s right and ability to debit the Approved Bank Account while the request for
Reconciliation is pending or until the Purchased Amount is collected by the Purchaser in full; or modify the amount
of the Scheduled Remittance for any calendar month without prior approval of all Parties.

d. Adjustment of the Initial Scheduled Remittance. Seller and Purchaser each acknowledge and agree that:

i. Seller shall have the right, at its sole and absolute discretion, but subject to the provisions of this Section,
to request modification (“Adjustment”) of the amount of the Initial Scheduled Remittance that Seller is
obligated to deliver to Purchaser in accordance with the provisions of this Agreement. Such Adjustment
shall become effective as of the date it is granted, and the new adjusted amount of the Initial Scheduled
Remittance (the “Adjusted Scheduled Remittance”) shall replace and supersede the amount of the Initial
Scheduled Remittances set forth in Section 1 above.

ii. The Adjustment Scheduled Remittance that shall be debited from the Approved Bank Account until the
Purchased Amount is paid in full.

iii. One or more Adjustments performed by PURCHASER may substantially extend the term of this Agreement.

iv. Purchaser may request a Reconciliation of Seller’s receivables at any time. Within 2 days of Purchaser’s
request for Reconciliation, Seller must deliver its most recent bank statement and/or credit card
processing statement previously provided by Seller to Purchaser based upon which statements the amount
of the Initial Scheduled Remittance set forth in Section 1 above (or the then current Adjusted Scheduled
Remittance, as the case may be) was determined. Purchaser may then make an Adjustment pursuant to its
Reconciliation and make an Adjustment Scheduled Remittance or Adjusted Scheduled Remittance which
shall take effect immediately. Seller’s refusal to deliver bank statements and/or credit card processing
statements pursuant to Purchaser’s Reconciliation request may be considered interference with
Purchaser’s rights under this Agreement and, therefore, deemed a default of this Agreement.

XI. SELLER’S RIGHT TO ACCELERATE REMITTANCE OF THE OUTSTANDING PORTION OF THE PURCHASED AMOUNT
OF FUTURE RECEIPTS (“OUTSTANDING PAFR”).

a. Seller shall have the right, at any time after receipt of the Purchase Price and upon obtaining Purchaser’s prior
written consent to accelerate the delivery of the undelivered portion of the Purchased Amount of Future Receipts
(the “Outstanding PAFR”) so long as:
i. the Outstanding PAFR is paid in full;
ii. such notice shall be in writing stating the exact amount due and delivery date of payment; and
iii. Scheduled Remittances continue as schedule until the Outstanding PAFR is paid to the Purchaser.

b. Upon proper delivery of the Outstanding PAFR to Purchaser and written confirmation by Purchaser, Seller’s
obligations to the Purchaser shall be deemed completed and fulfilled.
V2-PV7.26.23 Owner(s)/Guarantor(s) Initials [ ______ ______ ]
202404111494 IndexNO.
INDEX #: E2024006231
E2024006231
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:57 PM
ID: 987E8895-7636-4675-954D-4DD5CE03C18A
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024

XII. PURCHASER’S RIGHTS AND OBLIGATIONS UPON RECEIPT OF OUTSTANDING PAFR.

a. Purchaser shall notify the Approved Bank Account and cease Scheduled Remittances or Adjusted Scheduled
Remittances payments to Purchaser’s bank account within three (3) business days.

b. In the event Purchaser shall receive Scheduled Remittances or Adjusted Scheduled Remittance after the Accelerated
Delivery Date, Purchaser shall immediately:
i. Return to Seller the total sum of the Scheduled Remittances or Adjusted Scheduled Remittance payments
received after the delivery of the Outstanding PAFR to Purchaser; or
ii. Apply the total sum of the Scheduled Remittances or Adjusted Scheduled Remittance received by Purchaser
after the Accelerated Delivery Date toward Seller’s outstanding financial obligations to Purchaser existing
as of the Accelerated Delivery Date.

c. Seller acknowledges and agrees that the Purchaser shall have the right to apply the total sum of the Scheduled
Remittances or Adjusted Scheduled Remittance received by the Purchaser after the Accelerated Delivery Date
toward Seller’s outstanding financial obligations between the Parties.

XIII. RISK SHARING ACKNOWLEDGMENTS AND ARRANGEMENTS. The Parties each hereby acknowledge and agree that:

a. The Purchased Future Receipts represent a portion of Seller’s Future Receipts.
b. This Agreement consummates the sale of the Purchased Future Receipts at a discount, not the borrowing of funds
by the Seller from Purchaser. Purchaser does not charge the Seller and will not collect from the Seller any interest
on the monies used by the Purchaser for the purchase of the Purchased Future Receipts.
c. The period of time that it will take the Purchaser to collect the Purchased Amount is not fixed, is unknown to both
Parties at this time and will depend on the success of the Seller’s business.
d. The amount of the Scheduled Remittance is calculated based upon the information concerning an average amount
of Daily Receipts collected by the Seller’s business immediately prior to the Effective Date of this Agreement, as well
as representations regarding the Seller’s estimated Future Receipts provided by the Seller to the Purchaser.
e. The amount of Seller’s future Daily Receipts may increase or decrease over time.
f. Seller may not be in breach or in default of this Agreement in the event the full Purchased Amount is not remitted
because the Seller’s business went bankrupt or otherwise ceased operations in the ordinary course of business.
i. EXCEPTION: Seller will be deemed in breach or in default if the Seller’s business goes bankrupt or ceases
operations due to the Seller’s willful or negligent mishandling of its business or Seller purposefully failing
to comply with the obligations or this Agreement.
g. The Purchaser agrees to purchase the Purchased Future Receipts knowing the Seller’s business may slow down or
fail.
h. The Purchasers assumes the risk based exclusively upon the information provided to it by the Seller and is
detrimentally relying on the Seller’s representations, warranties and covenants contained in this Agreement.
i. The Purchaser hereby acknowledges and agrees that Seller may be excused from performing its obligations under
this Agreement in the event Seller’s business ceases its operations exclusively due to the following (collectively, the
“Valid Excuses”):
i. Adverse business conditions that occurred for reasons outside of Seller’s control and are not due to Seller’s
willful or negligent mishandling of its business;
ii. Loss of the premises where the business operates due to force majeure, provided that the Seller does not
continue or resume business operations in another location;
iii. Seller’s bankruptcy, so long as the Seller did not fraudulently, willfully or negligently refuse to disclose
proper documentation to the Purchaser prior to the execution of this Agreement; or
iv. Force majeure.

j. The Purchaser reserves the right to apply monies received pursuant to this Agreement first toward any fees and
then toward the Purchased Amount.
k. The Parties agree that the Purchase Price is paid to the Seller in consideration for the acquisition of the Purchased
Future Receipts and that payment of the Purchase Price by the Purchaser is not intended to be, nor shall it be
construed as a loan from the Purchaser to the Seller that requires absolute and unconditional repayment on a
specified maturity date. The Purchaser’s ability to receive the Purchased Amount is conditional upon the
performance of the Seller’s business.
l. In the event a court shall determine that the Purchaser has charged or received interest hereunder in excess of the
highest rate allowed by law, the rate of such interest received by the Purchaser shall automatically be reduced to
the maximum rate permitted by applicable law and the Purchaser shall promptly refund to the Seller any excess
interest remitted.

XIV. APPLICABLE FEES. The Parties acknowledge the Applicable Fees were agreed upon prior to the Seller entering into
this Agreement, were subject to arms-length negotiations between the Parties and a detailed list of the Applicable Fees
is set forth in Exhibit A of this Agreement.

XV. ORIGINATION FEE. To the extent that the Seller has agreed to a Broker Fee with a third-party broker, the Seller hereby
requests and agrees for the Purchaser to withhold the Broker Fee from the Purchase Price and for the Purchaser to pay
the third-party broker directly.

XVI. NO OTHER REDUCTIONS OF PURCHASE PRICE. The Seller hereby:

a. Agrees to pay the Applicable Fee, the Prior Balance and the Origination Fee (collectively, the “Closing Costs”) in full;
b. Authorizes the Purchaser to apply a portion of the Purchase Price due to the Seller toward satisfaction of the Seller’s
obligation to pay the Closing Costs by deducting them from the Purchase Price prior to delivering it to the Seller;
c. Agrees that deduction of the Closing Costs from the Purchase Price shall not be deemed a reduction of the Purchase
Price.

XVII. REPRESENTATIONS, WARRANTIES & COVENANTS. The Seller represents and warrants that as of the Effective Date
and during the term of this Agreement:

a. Financial Condition and Financial Information. The Seller’s bank and financial statements furnished to the
Purchaser, along with any future statements which may be furnished hereafter, fairly represent the financial
condition of the Seller on the date the statements are issued. Prior to the execution of this Agreement, there has
been no material adverse changes, financial or otherwise, in the operation or ownership of the Seller. The Seller has
a continuing, affirmative obligation to advise the Purchaser of any material adverse change in its financial condition,
operation or ownership and/or banking log-in credentials. The Purchaser may request the Seller’s bank statements
at any time until the Purchased Future Receipts are remitted to the Purchaser and the Seller shall provide such
information to the Purchaser within five (5) business days. The Seller’s failure to provide such information or
blocking access to the Approved Bank Account is deemed a material breach of this Agreement.

b. Governmental Approvals. The Seller is in compliance and shall remain in compliance with all applicable laws and
has the proper valid permits, authorizations and licenses to own, operate and lease its properties and to conduct
the business in which its presently engaged.

c. Good Standing. The Seller is a corporation/limited liability company/limited partnership/or other type of entity
(“business 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 the full power and authority necessary to carry
its business as it is now being conducted. In the event the business entity is dissolved for any reason, the Seller shall
advise the Purchaser within five (5) business days prior to the dissolution for any reason. This Agreement shall
V2-PV7.26.23 Owner(s)/Guarantor(s) Initials [ ______ ______ ]
202404111494 IndexNO.
INDEX #: E2024006231
E2024006231
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:57 PM
ID: 987E8895-7636-4675-954D-4DD5CE03C18A
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024

remain in full effect despite the dissolution of the business entity and any subsequent business entities formed by
the Seller(s) may be responsible for the Purchased Future Receipts.

d. Authorization. The Seller represents has all requisite power to execute, delivery and perform this Agreement and
consummate the transactions contemplated hereunder. The Seller also represents and warrants that entering into
this Agreement will not result in the breach, violation or default under any other agreement or instrument by which
the Seller is bound; nor are any statutes, rules, regulations, orders or other laws to which the Seller is subject to.
The Seller further represents and warrants that entering into this Agreement does not require the obtaining of any
consent, approval, permit or license from any governmental authority having jurisdiction over the Seller. All
organization and other proceedings required to be taken by the Seller to authorize the execution, delivery and
performance of this Agreement have already been taken. The Personal Guarantor signing this Agreement on behalf
of the Sellers has full power and authority to bind the Seller to perform its obligations under this Agreement.

e. Accounting Records and Tax Returns. The Seller will treat the 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 the Purchaser is entitled to audit the Seller’s accounting records and tax returns upon
reasonable notice in order to verify compliance. The Seller hereby waives any rights of privacy, confidentiality or
taxpayer privilege in any litigation or arbitration arising out of this Agreement in which the Seller asserts that this
transaction is anything other than a sale of future receipts.

f. Taxes; Workers Compensation Insurance. The Seller has paid and will continue to promptly pay, when due, all taxes,
including, without limitation, income, employment, sales and use taxes imposed upon the Seller’s business by law.
The Seller further asserts they will maintain workers compensation insurance required by applicable governmental
authorities.

g. No Diversion of Future Receipts. The Seller shall not allow any event to occur that would cause a diversion of any
portion of the Seller’s Future Receipts from the Approved Bank Account or Approved Processor without the
Purchaser’s written permission.

h. Change of Name of Location. The Seller, any successor-in-interest of the Seller and the Guarantor shall not conduct
Seller’s business under any name other than those disclosed to the Approved Processor and the Purchaser. The
Seller shall not change or transfer ownership or change its place of business without obtaining prior written
consent of the Purchaser. This Agreement shall be enforceable against any successors-in-interest of the Seller or
alter ego entities.

i. Prohibited Business Transactions. The Seller shall not: transfer or sell all or substantially all of its assets without
first obtaining prior written consent of the Purchaser.

j. No Closing of the Business. The Seller will not sell, dispose, transfer or otherwise convey all or substantially all of
its business or assets without first: (i) obtaining the express prior written consent of the Purchaser; and (ii) upon
obtaining written consent, providing the Purchaser with a copy of the executed Agreement between the Seller and
the third-party. The Seller agrees that until the Purchaser shall receive the Purchased Amount in full, the Seller will
not voluntarily close its business either temporarily for repairs, renovations or any other purpose; or permanently.
In the event repairs or renovations are required as per legal authorities having jurisdiction over the Seller’s
business or such closing is necessitated by circumstances outside of the Seller’s reasonable control, the Seller shall
provide the Purchaser with written notice as soon as the Seller is aware.

k. No Pending Bankruptcy. As of the Effective Date, the Seller is not insolvent, has not filed, does not contemplate filing
any petition for bankruptcy protection. There has been no involuntary bankruptcy petition brought or pending
against the Seller. The Seller represents hat it has not consulted with a bankruptcy attorney on the issue of filing
V2-PV7.26.23 Owner(s)/Guarantor(s) Initials [ ______ ______ ]
202404111494 IndexNO.
INDEX #: E2024006231
E2024006231
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:57 PM
ID: 987E8895-7636-4675-954D-4DD5CE03C18A
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024

bankruptcy or some other insolvency proceeding within six months immediately preceding the Effective Date of
this Agreement.

l. Unencumbered Future Receipts. The Seller has and will continue to have good, complete and marketable title to all
Future 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 other than by virtue of entering into this Agreement. Seller specifically warrants and
represents that it is not currently bound by the terms of any future receivables or factoring agreement which may
encumber in any way the Future Receipts.

m. No Stacking. The Seller shall not enter into any third-party agreement which may encumber on the Future Receipts
purchased by the Purchaser.

n. Business Purpose. The Seller is entering into this Agreement solely for business purposes and not as a consumer
for personal, family or household purposes.

o. No Default Under Contracts with Third-Parties. The Seller’s execution and/or performance of its obligations under
this Agreement will not cause or create an event of default by the Seller under any contract in which Seller is or may
be a party to.

p. Right of Access. The Seller hereby grants the Purchaser the right to enter, without prior notice, the premises of the
Seller’s business for the purpose of inspecting or checking the Seller’s transaction processing terminals to ensure
the terminals are properly programmed to submit and/or batch Seller’s daily receipts to the Approved Processor
and to ensure that the Seller has not violated any provisions of this Agreement. The Seller hereby grants the
Purchaser access to the Seller’s employees, records and all other items located at the Seller’s place of business
during the term of this Agreement. Seller hereby agrees to provide the Purchaser any and all information
concerning the Seller’s business operations, banking relationships, names and contact information of the Seller’s
suppliers, vendors and landlord(s) and allows the Purchaser to contact said third-parties at any time.

q. Phone Recordings. The Parties agree that any call between the Parties and its owners, managers, employees, and
agents may be recorded and/or monitored. The Seller acknowledges and agrees that the Seller may be contacted
by the Purchaser or any of their authorized representatives at any time regarding the performance of the Seller’s
obligations pursuant to this Agreement. The Seller further acknowledges and agrees they will not claim that such
communications are unsolicited or inconvenient.

r. Authorized Representative. The Parties agree and acknowledge the signatories to this Agreement are authorized to
make managerial and financial decisions on behalf of the Seller with respect to this Agreement and have such
knowledge, experience and skill in financial and business matters, thus having the capability of evaluating the
merits and risks of this Agreement.

s. Attorney Representation. The Sellers acknowledge and agree that they had read and fully understand the content
of this Agreement; had the opportunity to consult with Seller’s own counsel in connection with entering into this
Agreement; and had made sufficient inquiries to determine this Agreement is fair and reasonable to the Seller.

t. No Additional Fees Charged. The Parties agree other than the Closing Costs, if any, the Purchaser is not charging
any additional fees to the Seller.

Case Info

Case No.

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Document Filed Date

April 11, 2024

Case Filing Date

April 11, 2024

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Exhibit,Appendix: 24 Capital Llc v. Umoja Supermarket Network Llc, Antoine Anzuruni Katembo

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