Preview
FILED: MONROE COUNTY CLERK 04/11/2024 02:17 PM INDEX NO. E2024006236
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024
MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT.
Receipt # 3820535
Book Page CIVIL
Return To: No. Pages: 12
ARIEL BOUSKILA
1545 US 202 Instrument: EXHIBIT(S)
Suite 101
Pomona, NY 10970 Control #: 202404111545
Index #: E2024006236
Date: 04/11/2024
EBF HOLDINGS, LLC Time: 3:42:52 PM
B.K. HOLT CORP.
HOLT, BYRON KEITH
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
202404111545 Index #
INDEX : E2024006236
NO. E2024006236
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM
ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024
REVENUE BASED FINANCING AGREEMENT
This Revenue Ba s ed Fina ncing Agreement (“Agreement”) da ted 11/07/2023, is ma de by a nd between EBF Holdings , LLC d/b/a
Everes t Bus ines s Funding (“Purcha s er”), the bus ines s identified below (“Seller”), a nd the owners of the Seller identified below
(ea ch a “Performa nce Gua ra ntor”).
SELLER’S INFORMATION
Legal Business Name B.K. HOLT CORP.
D/B/A COLLEGE H.U.N.K.S HAULING JUNK & MOVING
Corp. ✔ Limited Liability Company Partnership Limited Partnership
Type of Business
Entity Sole
Limited Liability Partnership Other
Proprietorship
Physical Address 2306 W Norda le Drive
City Appleton State WI Zip 54914
Mailing Address 2306 W Norda le Drive
City Appleton State WI Zip 54914
Contact Name BYRON KEITH HOLT Position
Business Phone Cell Phone
Email byron.holt@chhj.com Website
Date Business Started 07/2022 Federal Tax Id
Monthly Avg Sales $108,799.30 Annual Sales $1,305,591.60
GUARANTOR'S INFORMATION
Name: byron keith holt Address: 4660 N 67TH ST, MILWAUKEE, Wis cons in 532184822
Name: Address:
OFFER TO SELL AND PURCHASE PAYMENT RIGHTS
Seller hereby s ells , a s s igns a nd tra ns fers to Purcha s er, without recours e, upon pa yment of the Purcha s e Price, the Purcha s ed
Amount of Future Receipts by delivering to Purcha s er the Specified Percenta ge of the proceeds of ea ch future s a le by Seller.
“Future Receipts ” includes a ll pa yments ma de by ca s h, check, ACH or other electronic tra ns fer, credit ca rd, debit ca rd, ba nk ca rd,
cha rge ca rd (ea ch s uch ca rd s ha ll be referred to herein a s a “Credit Ca rd”) or other form of moneta ry pa yment in the ordina ry
cours e of Seller’s bus ines s . BASED UPON SELLER'S CALCULATIONS AND EXPERIENCE IN OPERATING ITS BUSINESS, SELLER IS
CONFIDENT THAT THE PURCHASE PRICE PAID BY PURCHASER IN EXCHANGE FOR THE PURCHASED AMOUNT OF FUTURE RECEIPTS WILL
BE USED IN A MANNER THAT WILL BENEFIT SELLER'S CURRENT AND FUTURE BUSINESS OPERATIONS.
Purchase Price $45,000.00 Purchased Amount $65,700.00 Daily Payment $486.67 Specified Percentage 15 %
Daily Payment = (Monthly Average Sales X Specified Percentage ) / Average Weekdays in a Calendar Month
Itemization of Fees Deducted from Purchase Price Amount Remitted to Seller:
$43,755.00
Origination Fee: $800.00
Funding Fee: $50.00 The Amount Remitted to Seller may include payments made
ACH/Lockbox/CC Split Processing Fee: $395.00 on Seller's behalf to satisfy prior obligations of Seller to EBF
Payoff Existing Balance $0.00 Holdings, LLC d/b/a Everest Business Funding or third
parties.
Total: ($1,245.00)
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HC# 4877-0281-0196 Initial Here
ISO#692/AR#2965069/11072023 V-7.0
202404111545 IndexNO.
INDEX #: E2024006236
E2024006236
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM
ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024
Seller shall (1) deposit all Future Receipts into only one bank account, which must be acceptable to and pre-approved by
Purchaser (the “Account”) and (2) instruct Seller ’s Credit Card processor, which processor must be acceptable to and pre-
approved by Purchaser (the “Processor ”) who shall serve as Seller ’s sole Credit Card processor, to deposit all Credit Card
receipts of Seller into the Account. Purchaser will debit the Daily Payment from the Account each Weekday (Monday – Friday).
Seller authorizes Purchaser to ini ate electronic checks or ACH debits from the Account equal to the Daily Payment each
business day and will provide Purchaser with all required account informa on. Seller will be responsible for any fees incurred
by Purchaser resul ng from a rejected electronic check or ACH debit a empt. Purchaser is not responsible for any overdra s
or rejected transac ons that may result from Purchaser ’s debi ng any amount authorized under the terms of this Agreement.
Purchaser Acknowledgement. There is no interest rate or payment schedule and no me period during which the Purchased
Amount must be collected by Purchaser. Seller going bankrupt or going out of business, in and of itself, does not cons tute a
breach of this Agreement. Purchaser is entering into this Agreement knowing the risks that Seller ’s business may slow down or
fail, and Purchaser assumes these risks based on Seller ’s representa ons warran es and covenants in this Agreement, which
are designed to give Purchaser a reasonable and fair opportunity to receive the benefit of its bargain.
Changes to the Daily Payment. The Daily Payment is intended to represent the Specified Percentage of Seller ’s daily Future
Receipts. O nce each calendar month, Seller or Purchaser may request a reconcilia on to the Daily Payment to more closely
reflect the Seller ’s actual Future Receipts mes the Specified Percentage. Any reconcilia on request by Seller must be: (1) in
wri ng; (2) include a copy of Seller ’s bank statement for the most recent calendar month; and (3) be sent to Everest Business
Funding by e-mail at: trueup@everestbusinessfunding.com. I t is solely the Seller's responsibility to send a complete bank
statement. Seller agrees to provide Purchaser any informa on requested by Purchaser to assist in this reconcilia on. W ithin
four business days of Purchaser ’s reasonable verifica on of such informa on, Purchaser shall adjust the Daily Payment on a
going-forward basis. The adjusted Daily Payment will be based on Seller's actual Future Receipts from the 30-day period
immediately prior to the date of Seller's reconcilia on request mes the Specified Percentage. Following this adjustment, the
Daily Payment will be in the same amount un l a subsequent adjustment.
Fees. A list of all fees applicable under this Agreement is contained in Appendix A.
THE "REVENUE BASED FINANCING AGREEMENT TERMS AND CONDITIONS” AND THE "PERFORMANCE GUARANTY" ARE ALL
HEREBY INCORPORATED IN AND MADE A PART OF THIS REVENUE BASED FINANCING AGREEMENT.
Agreement to Seller: By signing below Seller agrees to the terms and conditions contained in this Agreement, including those
terms and conditions on the following pages, and further agrees that this transaction is for business purposes and not for
personal, family, or household purposes.
SELLER: B.K. HOLT CORP.
BY: (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS SELLER
Byron Keith Holt
BY: (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS SELLER
Agreement of Guarantor: By signing below each Guarantor agrees to the terms and conditions contained in this Agreement,
including those terms and conditions on the following pages, and further agrees that this transaction is for business purposes
and not for personal, family, or household purposes.
Notice: This Agreement contains a personal guaranty of performance, and by signing below, you agree that you will be
personally liable for the performance of certain obligations of the Seller under this Agreement as provided in the Performance
Guaranty.
OWNER/GUARANTOR:
FOR THE OWNER/GUARANTOR #1 (PRINT NAME BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS OWNER/GUARANTOR
Byron Keith Holt
FOR THE OWNER/GUARANTOR #2 (PRINT NAME BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS OWNER/GUARANTOR
2
HC# 4877-0281-0196 Initial Here
ISO#692/AR#2965069/11072023 V-7.0
202404111545 IndexNO.
INDEX #: E2024006236
E2024006236
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM
ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024
Purchaser’s payment of the Purchase Price shall be deemed Purchaser’s acceptance and performance of this Agreement,
notwithstanding Purchaser not execu ng this agreement.
Each of above-signed Seller(s) and O wner(s) represent that he or she is authorized to sign this Agreement individually and on
behalf of Seller and that the informa on provided herein and in all documents, forms and recorded interviews provided to or
with Purchaser is true, accurate and complete in all respects. Seller and each of the above-signed O wners authorize Purchaser,
its agents and representa ves and any credit repor ng agency engaged by Purchaser, to (i) inves gate any references given or
any other statements or data obtained from or about Seller or any of its O wners for the purpose of this Agreement, and (ii)
obtain credit reports, including consumer credit reports at any me now or for so long as Seller and/or O wners(s) con nue to
have any obliga on owed to Purchaser as a consequence of this Agreement or for Purchaser's ability to determine Seller's
eligibility to enter into any future agreement with Purchaser.
REVENUE BASED FINANCING AGREEMENT TERMS AND CONDITIONS
I. TERMS OF ENROLLMENT IN PROGRAM
1.1 (a) AC H Authoriza on. Seller shall execute an agreement (the “ACH Authoriza on”) acceptable to Purchaser to
authorize the use of the Automated Clearinghouse System (ACH) to retrieve the Daily Payment from the Account.
Seller shall provide Purchaser and/or its authorized agent(s) with all of the informa on, authoriza ons and
passwords necessary for verifying Seller ’s receivables, receipts, deposits and withdrawals into and from the
Account. Seller hereby authorizes Purchaser and/or its agent(s) to deduct from the Account the Purchased
Amount and any other amounts owed by Seller to Purchaser as specified herein and to pay such amounts to
P urchaser. I f an ACH transac on is rejected by Seller ’s financial ins tu on for any reason other than a stop
payment order placed by Seller with its financial ins tu on, including without limita on insufficient funds,
Seller agrees that Purchaser may resubmit any ACH transac on that is dishonored as permi ed under the
NACHA rules. I n the event Purchaser makes an error in processing any payment or credit, Seller authorizes
Purchaser to ini ate ACH entries to or from the Account to correct the error. These authoriza ons apply not only
to the approved Account but also to any subsequent or alternate account used by the Seller for these deposits,
whether preapproved by Purchaser or not. This addi onal authoriza on is not a waiver of Purchaser ’s right to
declare Seller in default if Seller uses an account that Purchaser did not first preapprove in wri ng. This
authoriza on shall be irrevocable without the prior wri en consent of Purchaser.
(b) Bank Holidays and Other Excep ons. Purchaser will debit the Daily Payment each Weekday on which the
Bank is open and able to process ACH transac ons. O n the Weekday immediately following any Weekday or
Weekdays on which the Bank was not open to process ACH transac ons, Purchaser will debit the designated
account for an amount equal to the sum of: (i) the Daily Payment amount due on that Weekday, plus (ii) the Daily
Payment amount due on the preceding Weekday when the Bank was not open or could not process ACH
transac ons.
1.2 Financial Condi on. Seller and Guarantor(s) authorize Purchaser and its agents to inves gate their financial
responsibility and history, and will provide to Purchaser any authoriza ons, bank or financial statements, tax
returns, etc., as Purchaser deems necessary in its sole discre on prior to or at any me a er execu on of this
Agreement. A photocopy of this authoriza on will be deemed acceptable as an authoriza on for release of
financial and credit informa on. Purchaser is authorized to update such informa on and financial and credit
profiles from me to me as it deems appropriate.
1.3 Transac onal History. Seller authorizes all of its banks and brokers and Credit Card processors to provide
Purchaser with Seller ’s banking, brokerage and/or processing history to determine qualifica on or con nua on
in this program.
1.4 Indemnifica on. Seller and Guarantor(s) jointly and severally indemnify and hold harmless Processor, its
officers, directors and shareholders against all losses, damages, claims, liabili es and expenses (including
reasonable a orney’s fees) incurred by Processor resul ng from (a) claims asserted by Purchaser for monies
owed to Purchaser from Seller and (b) ac ons taken by Processor in reliance upon any fraudulent, misleading or
decep ve informa on or instruc ons provided by Purchaser.
1.5 N o L iability. I n no event will Purchaser be liable for any claims asserted by Seller or Guarantor(s) under any
legal theory for lost profits, lost revenues, lost business opportuni es, exemplary, puni ve, special, incidental,
indirect or consequen al damages, each of which is waived by both Seller and Guarantor(s). I n the event these
claims are nonetheless raised, Seller and Guarantor(s) will be jointly liable for all of Purchaser ’s legal fees and
expenses resul ng therefrom. Seller and each O wner and each Guarantor hereby waives to the maximum extent
permi ed by law any claim for damages against Purchaser or any of its affiliates rela ng to any (i)inves ga on
undertaken by or on behalf of Purchaser as permi ed by this Agreement or (ii) disclosure of informa on as
permi ed by this Agreement.
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HC# 4877-0281-0196 Initial Here
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202404111545 IndexNO.
INDEX #: E2024006236
E2024006236
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM
ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024
1.6 Reliance on Terms. Sec ons 1.1, 1.3, 1.4, 1.6 and 1.8 of this Agreement are agreed to for the benefit of Seller,
Purchaser and Processor, and notwithstanding the fact that Processor is not a party of this Agreement,
Processor may rely upon their terms and raise them as a defense in any ac on.
1.7 Accoun ng Records, and Place of Business. Purchaser or its designated representa ves and agents shall have
the right during Seller ’s normal business hours and at any other reasonable me to examine the interior and
exterior of any of Seller ’s places of business. Purchaser may examine, among other things, whether Seller (a) has
a place of business that is separate from any personal residence, (b) is open for business, and (c) has sufficient
inventory to conduct Seller ’s business. W hen performing an examina on, Purchaser may photograph the interior
and exterior of any of Seller ’s places of business, including any signage, and may photograph any O wner.
Purchaser or any of its agents shall have the right to inspect, audit, check, and make extracts from any copies of
the books, records, journals, orders, receipts, correspondence that relate to Seller ’s accounts or other
transac ons between the par es thereto and the general financial condi on of Seller and Purchaser may remove
any of such records temporarily for the purpose of having copies made thereof. Purchaser shall have the right to
hire a Cer fied Public Accountant, licensed in the state where the business is located to perform analysis of the
accoun ng records for the purpose of determining if the Specified Percentage of receipts has been made
available for remi ance to Purchaser. Seller hereby agrees to fully cooperate with such analysis upon the
request of Purchaser.
1.8 Collec on from Third Par es. Seller hereby grants Purchaser full authority to take any ac on or execute any
instrument or document to se le all obliga ons due to Seller from any bank or Processor, or in the case of an
occurrence of an Event of Default under Sec on 3 hereof, to Purchaser under this Agreement, including without
limita on (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or in respect of
any of the Purchased Amount; (iii) to receive, endorse and collect any checks, notes, dra s, instruments,
documents or cha el paper in connec on with clause (i) or clause (ii) above; (iii) to sign Seller ’s name on any
invoice, bill of lading, or assignment direc ng customers or account debtors to make payment directly to
Purchaser; (iv) to file any claims or take any ac on or ins tute any proceeding that Purchaser may deem
necessary for the collec on of any of the unpaid Purchased Amount, or otherwise to enforce its rights with
respect to payment of the Purchased Amount. I n connec on therewith, all costs, expenses and fees, including
legal fees, shall be payable by and from Seller and Purchaser is authorized to use Seller ’s funds to pay for same;
and (v) Purchaser shall have the right, without waiving any of its rights and remedies and without no ce to Seller
or any Guarantor, to no fy any Credit Card processor of the sale of Future Receipts and re-direct the remi ance
of daily se lements to an account of Purchaser ’s choosing in order to se le all obliga ons due to Purchaser
under this Agreement.
1.9 Confiden ality. Seller understands and agrees that the terms and condi ons of the products and services
offered by Purchaser, including this Agreement and any other Purchaser documenta ons (collec vely,
“Confiden al I nforma on”) are proprietary and confiden al informa on of Purchaser. Accordingly, unless
disclosure is required by law or court order, Seller shall not disclose Confiden al I nforma on of Purchaser to
any person other than an a orney, accountant, financial advisor or employee of Seller who needs to know such
informa on for the purpose of advising Seller (“Advisor ”), provided such Advisor uses Confiden al I nforma on
solely for the purpose of advising Seller and first agrees in wri ng to be bound by the terms of this sec on. A
breach hereof en tles Purchaser to not only damages and legal fees but also to both a temporary restraining
order and a preliminary injunc on without bond or security.
1.10 D/B/As. Seller hereby acknowledges and agrees that Purchaser may be using “doing business as” or “d/b/a”
names in connec on with various ma ers rela ng to the transac on between Purchaser and Seller, including the
filing of UCC-1 financing statements and any other no ces or filings.
1.11 Applica on of Amounts Received. Subject to applicable law, Purchaser reserves the right to apply any amounts
received from Seller to any fees or other charges due to Purchaser from Seller prior to applying such amounts to
reduce the undelivered balance of Purchased Amount.
1.12 Acknowledgment of Security Interest and Security Agreement. The Future Receipts sold by Seller to Purchaser
pursuant to this Agreement are “accounts”, “general intangibles”, or “payment intangibles” as those terms are
defined in the Uniform Commercial Code as in effect in the state in which the Seller is located (the “UCC”) and
such sale shall cons tute and shall be construed and treated for all purposes as a true and complete sale,
conveying good tle to the Future Receipts free and clear of any liens and encumbrances, from Seller to
Purchaser. To the extent the Future Receipts are “accounts” or “payment intangibles” then (i) the sale of the
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HC# 4877-0281-0196 Initial Here
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202404111545 IndexNO.
INDEX #: E2024006236
E2024006236
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM
ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024
Future Receipts creates a security interest as defined in the UCC, (ii) this Agreement cons tutes a “security
agreement” under the UCC, and (iii) Purchaser has all the rights of a secured party under the UCC with respect to
such Future Receipts. Seller further agrees that, with or without an Event of Default, Purchaser may no fy
account debtors, or other persons obligated on the Future Receipts, of Seller ’s sale of the Future Receipts and
may instruct them to make payment or otherwise render performance to or for the benefit of Purchaser.
1.13 Financing Statements. Seller hereby authorizes Purchaser to file one or more financing statements in order to
give no ce that the Purchased Amount of Future Receipts is the sole property of Purchaser. Each such filing may
state that such sale is intended to be a sale and not an assignment for security and may state that the Seller is
prohibited from obtaining any financing that impairs the value of the Future Receipts or Purchaser ’s right to
collect same. Seller authorizes Purchaser to apply amounts received from Seller to costs incurred by Purchaser
associated with the filing, amendment or termina on of any such filings.
II. REPRESENTATIONS, WARRANTIES AND COVENANTS
2.1 Good Faith, Best Efforts and Due Diligence. Seller will conduct its business in good faith and will use its best
efforts to maintain and grow its business. Furthermore, Seller agrees, warrants and represents hereby that Seller
will constantly perform all appropriate due diligence and credit checks of all of the customers’ finances, cash
flow, solvency, good faith, payment histories and business reputa ons as may be commercially reasonable to
ensure any and all products and/or services provided, sold or delivered by Seller to said customers will be paid
for by customers in full and on me, and will not result in the crea on of an unpaid account. This is not a
guaranty of payment by Seller ’s customers but is an obliga on of commercially reasonable due diligence
inves ga on and credit check of customers before extending credit to them and con nuing no less frequently
than monthly so long as sums are s ll due. Seller will communicate with Purchaser including providing mely
no ce to Purchaser if the Account will have insufficient funds for any Daily Payment amount so that Purchaser
can reschedule any pending ACH debit from the Account.
2.2 N onrecourse Sale of Payment Rights. Seller represents and warrants that it is selling the Purchased Amount of
Future Receipts to Purchaser in the ordinary course of Seller's business and the Purchase Price paid by
Purchaser is good and valuable considera on for the sale. Seller is selling a por on of a future revenue stream
to Purchaser at a discount, not borrowing money from Purchaser. P urchaser a s s umes th e r i s k that Future
Receipts will be remi ed more slowly than Purchaser may have an cipated or projected because Seller ’s
business has slowed down, or the full Purchased Amount may never be remi ed because Seller ’s business went
bankrupt or otherwise ceased opera ons in the ordinary course of business. By this Agreement, Seller transfers
to Purchaser full and complete ownership of the Purchased Amount of Future Receipts and Seller retains no
legal or equitable interest therein.
2.3 Financial Condi on and Financial Informa on. Seller and O wner represent and warrant that Seller ’s bank and
financial statements, copies of which have been furnished to Purchaser, and future statements and other
financial informa on that will be furnished herea er at the request of Purchaser, fairly represent the financial
condi on of Seller at such dates. Purchaser may request bank statements and other financial informa on at any
me during the performance of this Agreement and the Seller shall provide them to Purchaser within 5 business
days. Seller ’s failure to do so is a material breach of this Agreement.
2.4 Governmental Approvals. Seller is in compliance and shall comply with all laws and has valid permits,
authoriza ons and licenses to own, operate and lease its proper es and to conduct the business in which it is
presently engaged and/or will engage in herea er.
2.5 Authoriza on. Seller and the person(s) signing this Agreement on behalf of Seller, have full power and authority
to incur and perform the obliga ons under this Agreement, all of which have been duly authorized.
2.6 Insurance. Seller will maintain business-interrup on insurance naming Purchaser as loss payee and addi onal
insured in amounts and against risks as are sa sfactory to Purchaser and shall provide Purchaser proof of such
insurance upon request.
2.7 Processor and Bank Account. Seller will not change its Credit Card processor, add terminals, change its
financial ins tu on or bank account(s), use mul ple bank accounts, or take any similar ac on that could
interfere with Purchaser ’s ability to collect the Specified Percentage of the Future Receipts purchased under this
Agreement, without Purchaser ’s prior wri en consent. Any such changes shall be a material breach of this
Agreement.
5
HC# 4877-0281-0196 Initial Here
ISO#692/AR#2965069/11072023 V-7.0
202404111545 IndexNO.
INDEX #: E2024006236
E2024006236
FILED: MONROE
DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM
ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024
2.8 Change of N ame, Type, L oca on or Sale of Business. Seller will not conduct Seller ’s businesses under any name
other than as disclosed to Processor and Purchaser, nor will Seller change any of its places of business or the
type of business without prior wri en consent by Purchaser. Seller will not voluntarily sell, dispose, transfer or
otherwise convey its business or substan ally all business assets without (i) the express prior wri en consent of
Purchaser, and (ii) the wri en agreement of any purchaser or transferee assuming all of Seller's obliga ons
under this Agreement pursuant to documenta on sa sfactory to Purchaser.
2.9 Daily Batch Out. Seller will ensure that all Credit Card transac ons are communicated daily to the Processor
and not later than the day on which such transac ons occurred.
2.10 Estoppel Cer ficate. Seller will at all mes, and from me to me, upon at least 1 day’s prior no ce from
Purchaser to Seller, execute, acknowledge and deliver to Purchaser and/or to any other person, firm or
corpora on specified by Purchaser, a statement cer fying that this Agreement is unmodified and in full force and
effect (or, if there have been modifica ons, that the same is in full force and effect as modified and sta ng the
modifica ons) and sta ng the dates which the Purchased Amount or any por on thereof has been delivered to
Purchaser or the amount of the Purchased Amount that has not been delivered to Purchaser.
2.11 N o Bankruptcy. As of the date of this Agreement, Seller is not insolvent and does not contemplate and has not
filed any pe on for bankruptcy protec on under Title 11 of the United States Code and there has been no
involuntary pe on brought or pending against Seller. Seller represents that it has not consulted with a
bankruptcy a orney within 6 months prior to the date of this Agreement, and that it has no present inten on of
closing its business or ceasing to operate its business, either permanently or temporarily, during the 6 month
period a er the date of this Agreement. Seller further warrants that as of the date of this Agreement, it does not
an cipate filing any such bankruptcy pe on and it does not an cipate that an involuntary pe on will be filed
against it.
2.12 Sharing of Informa on. Seller hereby authorizes Purchaser to share informa on regarding Seller ’s performance
under this Agreement with affiliates and unaffiliated third par es.
2.13 Unencumbered Receipts. Seller has good, complete, unencumbered and marketable tle to all Future Receipts,
free and clear of any and all liabili es, liens, claims, changes, restric ons, condi ons, op ons, rights,
mortgages, security interests, equi es, pledges and encumbrances of any kind or nature whatsoever or any other
rights or interests that may be inconsistent with the transac ons contemplated with, or adverse to the interests
of Purchaser.
2.14 Business Purpose. Seller is a valid business in good standing under the laws of the jurisdic ons in which it is
organized and/or operates. Seller agrees to use the Purchase Price solely for business purposes, and not for
personal, family or household purposes. Seller understands that Seller's agreement not to use the Purchase
Price for personal, family or household purposes means certain important rights conferred upon consumers
pursuant to federal or state law will not apply to this Agreement. Seller agrees that a breach by Seller of the
provisions of this sec on will not affect Purchaser ’s rights to the Purchased Amount or to use any remedy legally
available to Purchaser to obtain delivery of the Purchased Amount.
2.15 Defaults under Other Contracts. Seller ’s execu on 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 en ty.
2.16 Account. Seller represents and warrants that (i) the Account is Seller ’s bank account; (ii) the person execu ng
this Authoriza on on behalf of Seller is an authorized signer on the Account and has the power and authority to
authorize Purchaser to ini ate ACH transac ons to and from the Account; (iii) the Account is a legi mate, open,
and ac ve bank account used solely for business purposes and not for personal, family or household purposes.
2.17 Specified Percentage Held in Trust. Seller shall hold the Specified Percentage of the proceeds of each sale of
goods and services in trust for the benefit of Purchaser and shall promptly deliver the Specified Percentage to
Purchaser as provided herein.
2.18 Ordinary Course of Business. Seller acknowledges that it is entering into this transac on and will deliver Future
Receipts to Purchaser in the ordinary course of Seller ’s business.
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III. EVENTS OF DEFAULT AND REMEDIES
3.1 Events of Default. The occurrence of any of the following events shall cons tute an “Event of Default”: (a) Seller
inten onally interferes with Purchaser ’s right to collect the Daily Payment in viola on of this Agreement; (b)
Seller violates any term or covenant in this Agreement; (c) Any representa on or warranty by Seller in this
Agreement proves to have been incorrect, false or misleading in any material respect when made; (d) Seller
defaults under any of the terms, covenants and condi ons of any other agreement with Purchaser.
3.2 Remedies. I f any Event of Default occurs, Purchaser may proceed to protect and enforce its rights including, but
not limited to, the following:
A. The Specified Percentage shall equal 100%. The full uncollected Purchased Amount plus all fees (including
legal fees) due under this Agreement will become due and payable in full immediately.
B. Purchaser may proceed to protect and enforce its rights and remedies by lawsuit. I n any such lawsuit,
under which Purchaser shall recover Judgment against Seller, Seller shall be liable for all of Purchaser ’s
costs of the lawsuit, including but not limited to all reasonable a orneys’ fees and court costs. However,
the rights of Purchaser under this provision shall be limited as provided in the arbitra on provision set
forth in Sec on VI I I .
C. Purchaser may debit Seller ’s depository accounts wherever situated by means of ACH debit or facsimile
signature on a computer-generated check drawn on Seller ’s bank account or otherwise for all sums due to
Purchaser.
D. Seller shall pay to Purchaser all reasonable costs associated with the Event of Default and the
enforcement of Purchaser ’s remedies set forth above, including but not limited to court costs and
a orneys’ fees.
Subject to arbitra on as provided in Sec on VI I I , all rights, powers and remedies of Purchaser in connec on with
this Agreement may be exercised at any me by Purchaser a er the occurrence of an Event of Default, are
cumula ve and not exclusive, and shall be in addi on to any other rights, powers or remedies provided by law or
equity.
3.3 Required N o fica ons. Seller is required to give Purchaser wri en no ce within 24 hours of any filing under Title
11 of the United States Code. Seller is required to give Purchaser 7 days’ wri en no ce prior to the closing of any
sale of all or substan ally all of the Seller ’s assets or stock.
IV. MISCELLANEOUS
4.1 Modifica ons; Agreements. No modifica on, amendment, waiver or consent of any provision of this Agreement
shall be effec ve unless the same shall be in wri ng and signed by Purchaser.
4.2 Assignment. Purchaser may assign, transfer or sell its rights to receive the Purchased Amount or delegate its
du es hereunder, either in whole or in part, with or without prior wri en no ce to Seller.
4.3 N o ces. All no ces, requests, consents, demands and other communica ons hereunder shall be delivered by
cer fied mail, return receipt requested, to the respec ve par es to this Agreement at the addresses set forth in
this Agreement. No ces to Purchaser shall become effec ve only upon receipt by Purchaser. No ces to Seller
shall become effec ve three days a er mailing.
4.4 N o Waiver of Remedies. No failure on the part of Purchaser to exercise, and no delay in exercising, any right
under this Agreement shall operate as a waiver thereof, nor shall any single or par al exercise of any right under
this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies
provided hereunder are cumula ve and not exclusive of any remedies provided by law or equity.
4.5 Binding Effect; Governing L aw, Venue and Jurisdic on. This Agreement shall be binding upon and inure to the
benefit of Seller, Purchaser and their respec ve successors and assigns, except that Seller shall not have the
right to assign its rights hereunder or any interest herein without the prior wri en consent of Purchaser which
consent may be withheld in Purchaser ’s sole discre on. Except as set forth in Arbitra on Sec on, this Agreement
shall be governed by and construed in accordance with the laws of the state of New York, without regards to any
applicable principals of conflicts of law. Any suit, ac on or proceeding arising hereunder, or the interpreta on,
performance or breach of this Agreement, shall, if Purchaser so elects, be ins tuted in any court si ng in New
York, (the “Acceptable Forums”). Seller agrees that the Acceptable Forums are convenient to it, and submits to the
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jurisdic on of the Acceptable Forums and waives any and all objec ons to jurisdic on or venue. Should such
proceeding be ini ated in any other forum, Seller waives any right to oppose any mo on or applica on made by
Purchaser to transfer such proceeding to an Acceptable Forum. ADDI TI O NALLY, SELLER AND GUARANTO R
AGREE THAT ANY SUM M O NS AND/O R CO M P LAI NT O R OTHER P RO CESS TO CO M M ENCE ANY LI TI GATI O N
BY P URCHASER W I LL BE P RO P ERLY SERVED I F M AI LED BY CERTI FI ED M AI L, RETURN RECEI PT REQ UESTED,
TO THE M AI LI NG ADDRESS(ES) LI STED O N PAGE 1 O F THI S AGREEM ENT.
4.6 Survival of Representa on, etc. All representa ons, warran es and covenants herein shall survive the execu on
and delivery of this Agreement and shall con nue in full force un l all obliga ons under this Agreement shall
have been sa sfied in full and this Agreement shall have terminated.
4.7 Interpreta on. All Par es hereto have reviewed this Agreement with an a orney of their own choosing and have
relied only on their own a orney’s guidance and advice or have been provided sufficient opportunity to have an
a orney of their choosing review the Agreement. No construc on determina ons shall be made against any Party
hereto as dra er.
4.8 Severability. I n case any of the provisions in this Agreement is found to be invalid, illegal or unenforceable in
any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way
be affected or impaired.
4.9 En re Agreement. Any provision hereof prohibited by law shall be ineffec ve only to the extent of such
prohibi on without invalida ng the remaining provisions hereof. This Agreement and the Performance Guaranty
embody the en re agreement between Seller and Purchaser pertaining to the subject ma er thereof and
supersede all prior agreements and understandings rela ng to the subject ma er hereof.
4.10 Facsimile Acceptance. Facsimile signatures hereon shall be deemed acceptable for all purposes.
4.11 Monitoring, Recording, and Solicita ons. I n Connec on with servicing this Agreement, Seller and each O wner
understand and agree to the following:
A. AUTHO RIZATI
Preview
FILED: MONROE COUNTY CLERK 04/11/2024 02:17 PM INDEX NO. E2024006236 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 MONROE COUNTY CLERK’S OFFICE THIS IS NOT A BILL. THIS IS YOUR RECEIPT. Receipt # 3820535 Book Page CIVIL Return To: No. Pages: 12 ARIEL BOUSKILA 1545 US 202 Instrument: EXHIBIT(S) Suite 101 Pomona, NY 10970 Control #: 202404111545 Index #: E2024006236 Date: 04/11/2024 EBF HOLDINGS, LLC Time: 3:42:52 PM B.K. HOLT CORP. HOLT, BYRON KEITH 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 202404111545 Index # INDEX : E2024006236 NO. E2024006236 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 REVENUE BASED FINANCING AGREEMENT This Revenue Ba s ed Fina ncing Agreement (“Agreement”) da ted 11/07/2023, is ma de by a nd between EBF Holdings , LLC d/b/a Everes t Bus ines s Funding (“Purcha s er”), the bus ines s identified below (“Seller”), a nd the owners of the Seller identified below (ea ch a “Performa nce Gua ra ntor”). SELLER’S INFORMATION Legal Business Name B.K. HOLT CORP. D/B/A COLLEGE H.U.N.K.S HAULING JUNK & MOVING Corp. ✔ Limited Liability Company Partnership Limited Partnership Type of Business Entity Sole Limited Liability Partnership Other Proprietorship Physical Address 2306 W Norda le Drive City Appleton State WI Zip 54914 Mailing Address 2306 W Norda le Drive City Appleton State WI Zip 54914 Contact Name BYRON KEITH HOLT Position Business Phone Cell Phone Email byron.holt@chhj.com Website Date Business Started 07/2022 Federal Tax Id Monthly Avg Sales $108,799.30 Annual Sales $1,305,591.60 GUARANTOR'S INFORMATION Name: byron keith holt Address: 4660 N 67TH ST, MILWAUKEE, Wis cons in 532184822 Name: Address: OFFER TO SELL AND PURCHASE PAYMENT RIGHTS Seller hereby s ells , a s s igns a nd tra ns fers to Purcha s er, without recours e, upon pa yment of the Purcha s e Price, the Purcha s ed Amount of Future Receipts by delivering to Purcha s er the Specified Percenta ge of the proceeds of ea ch future s a le by Seller. “Future Receipts ” includes a ll pa yments ma de by ca s h, check, ACH or other electronic tra ns fer, credit ca rd, debit ca rd, ba nk ca rd, cha rge ca rd (ea ch s uch ca rd s ha ll be referred to herein a s a “Credit Ca rd”) or other form of moneta ry pa yment in the ordina ry cours e of Seller’s bus ines s . BASED UPON SELLER'S CALCULATIONS AND EXPERIENCE IN OPERATING ITS BUSINESS, SELLER IS CONFIDENT THAT THE PURCHASE PRICE PAID BY PURCHASER IN EXCHANGE FOR THE PURCHASED AMOUNT OF FUTURE RECEIPTS WILL BE USED IN A MANNER THAT WILL BENEFIT SELLER'S CURRENT AND FUTURE BUSINESS OPERATIONS. Purchase Price $45,000.00 Purchased Amount $65,700.00 Daily Payment $486.67 Specified Percentage 15 % Daily Payment = (Monthly Average Sales X Specified Percentage ) / Average Weekdays in a Calendar Month Itemization of Fees Deducted from Purchase Price Amount Remitted to Seller: $43,755.00 Origination Fee: $800.00 Funding Fee: $50.00 The Amount Remitted to Seller may include payments made ACH/Lockbox/CC Split Processing Fee: $395.00 on Seller's behalf to satisfy prior obligations of Seller to EBF Payoff Existing Balance $0.00 Holdings, LLC d/b/a Everest Business Funding or third parties. Total: ($1,245.00) 1 HC# 4877-0281-0196 Initial Here ISO#692/AR#2965069/11072023 V-7.0 202404111545 IndexNO. INDEX #: E2024006236 E2024006236 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 Seller shall (1) deposit all Future Receipts into only one bank account, which must be acceptable to and pre-approved by Purchaser (the “Account”) and (2) instruct Seller ’s Credit Card processor, which processor must be acceptable to and pre- approved by Purchaser (the “Processor ”) who shall serve as Seller ’s sole Credit Card processor, to deposit all Credit Card receipts of Seller into the Account. Purchaser will debit the Daily Payment from the Account each Weekday (Monday – Friday). Seller authorizes Purchaser to ini ate electronic checks or ACH debits from the Account equal to the Daily Payment each business day and will provide Purchaser with all required account informa on. Seller will be responsible for any fees incurred by Purchaser resul ng from a rejected electronic check or ACH debit a empt. Purchaser is not responsible for any overdra s or rejected transac ons that may result from Purchaser ’s debi ng any amount authorized under the terms of this Agreement. Purchaser Acknowledgement. There is no interest rate or payment schedule and no me period during which the Purchased Amount must be collected by Purchaser. Seller going bankrupt or going out of business, in and of itself, does not cons tute a breach of this Agreement. Purchaser is entering into this Agreement knowing the risks that Seller ’s business may slow down or fail, and Purchaser assumes these risks based on Seller ’s representa ons warran es and covenants in this Agreement, which are designed to give Purchaser a reasonable and fair opportunity to receive the benefit of its bargain. Changes to the Daily Payment. The Daily Payment is intended to represent the Specified Percentage of Seller ’s daily Future Receipts. O nce each calendar month, Seller or Purchaser may request a reconcilia on to the Daily Payment to more closely reflect the Seller ’s actual Future Receipts mes the Specified Percentage. Any reconcilia on request by Seller must be: (1) in wri ng; (2) include a copy of Seller ’s bank statement for the most recent calendar month; and (3) be sent to Everest Business Funding by e-mail at: trueup@everestbusinessfunding.com. I t is solely the Seller's responsibility to send a complete bank statement. Seller agrees to provide Purchaser any informa on requested by Purchaser to assist in this reconcilia on. W ithin four business days of Purchaser ’s reasonable verifica on of such informa on, Purchaser shall adjust the Daily Payment on a going-forward basis. The adjusted Daily Payment will be based on Seller's actual Future Receipts from the 30-day period immediately prior to the date of Seller's reconcilia on request mes the Specified Percentage. Following this adjustment, the Daily Payment will be in the same amount un l a subsequent adjustment. Fees. A list of all fees applicable under this Agreement is contained in Appendix A. THE "REVENUE BASED FINANCING AGREEMENT TERMS AND CONDITIONS” AND THE "PERFORMANCE GUARANTY" ARE ALL HEREBY INCORPORATED IN AND MADE A PART OF THIS REVENUE BASED FINANCING AGREEMENT. Agreement to Seller: By signing below Seller agrees to the terms and conditions contained in this Agreement, including those terms and conditions on the following pages, and further agrees that this transaction is for business purposes and not for personal, family, or household purposes. SELLER: B.K. HOLT CORP. BY: (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS SELLER Byron Keith Holt BY: (PRINT NAME & TITLE BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS SELLER Agreement of Guarantor: By signing below each Guarantor agrees to the terms and conditions contained in this Agreement, including those terms and conditions on the following pages, and further agrees that this transaction is for business purposes and not for personal, family, or household purposes. Notice: This Agreement contains a personal guaranty of performance, and by signing below, you agree that you will be personally liable for the performance of certain obligations of the Seller under this Agreement as provided in the Performance Guaranty. OWNER/GUARANTOR: FOR THE OWNER/GUARANTOR #1 (PRINT NAME BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS OWNER/GUARANTOR Byron Keith Holt FOR THE OWNER/GUARANTOR #2 (PRINT NAME BELOW) SIGNATURE (SIGN BELOW) MUST SIGN AS OWNER/GUARANTOR 2 HC# 4877-0281-0196 Initial Here ISO#692/AR#2965069/11072023 V-7.0 202404111545 IndexNO. INDEX #: E2024006236 E2024006236 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 Purchaser’s payment of the Purchase Price shall be deemed Purchaser’s acceptance and performance of this Agreement, notwithstanding Purchaser not execu ng this agreement. Each of above-signed Seller(s) and O wner(s) represent that he or she is authorized to sign this Agreement individually and on behalf of Seller and that the informa on provided herein and in all documents, forms and recorded interviews provided to or with Purchaser is true, accurate and complete in all respects. Seller and each of the above-signed O wners authorize Purchaser, its agents and representa ves and any credit repor ng agency engaged by Purchaser, to (i) inves gate any references given or any other statements or data obtained from or about Seller or any of its O wners for the purpose of this Agreement, and (ii) obtain credit reports, including consumer credit reports at any me now or for so long as Seller and/or O wners(s) con nue to have any obliga on owed to Purchaser as a consequence of this Agreement or for Purchaser's ability to determine Seller's eligibility to enter into any future agreement with Purchaser. REVENUE BASED FINANCING AGREEMENT TERMS AND CONDITIONS I. TERMS OF ENROLLMENT IN PROGRAM 1.1 (a) AC H Authoriza on. Seller shall execute an agreement (the “ACH Authoriza on”) acceptable to Purchaser to authorize the use of the Automated Clearinghouse System (ACH) to retrieve the Daily Payment from the Account. Seller shall provide Purchaser and/or its authorized agent(s) with all of the informa on, authoriza ons and passwords necessary for verifying Seller ’s receivables, receipts, deposits and withdrawals into and from the Account. Seller hereby authorizes Purchaser and/or its agent(s) to deduct from the Account the Purchased Amount and any other amounts owed by Seller to Purchaser as specified herein and to pay such amounts to P urchaser. I f an ACH transac on is rejected by Seller ’s financial ins tu on for any reason other than a stop payment order placed by Seller with its financial ins tu on, including without limita on insufficient funds, Seller agrees that Purchaser may resubmit any ACH transac on that is dishonored as permi ed under the NACHA rules. I n the event Purchaser makes an error in processing any payment or credit, Seller authorizes Purchaser to ini ate ACH entries to or from the Account to correct the error. These authoriza ons apply not only to the approved Account but also to any subsequent or alternate account used by the Seller for these deposits, whether preapproved by Purchaser or not. This addi onal authoriza on is not a waiver of Purchaser ’s right to declare Seller in default if Seller uses an account that Purchaser did not first preapprove in wri ng. This authoriza on shall be irrevocable without the prior wri en consent of Purchaser. (b) Bank Holidays and Other Excep ons. Purchaser will debit the Daily Payment each Weekday on which the Bank is open and able to process ACH transac ons. O n the Weekday immediately following any Weekday or Weekdays on which the Bank was not open to process ACH transac ons, Purchaser will debit the designated account for an amount equal to the sum of: (i) the Daily Payment amount due on that Weekday, plus (ii) the Daily Payment amount due on the preceding Weekday when the Bank was not open or could not process ACH transac ons. 1.2 Financial Condi on. Seller and Guarantor(s) authorize Purchaser and its agents to inves gate their financial responsibility and history, and will provide to Purchaser any authoriza ons, bank or financial statements, tax returns, etc., as Purchaser deems necessary in its sole discre on prior to or at any me a er execu on of this Agreement. A photocopy of this authoriza on will be deemed acceptable as an authoriza on for release of financial and credit informa on. Purchaser is authorized to update such informa on and financial and credit profiles from me to me as it deems appropriate. 1.3 Transac onal History. Seller authorizes all of its banks and brokers and Credit Card processors to provide Purchaser with Seller ’s banking, brokerage and/or processing history to determine qualifica on or con nua on in this program. 1.4 Indemnifica on. Seller and Guarantor(s) jointly and severally indemnify and hold harmless Processor, its officers, directors and shareholders against all losses, damages, claims, liabili es and expenses (including reasonable a orney’s fees) incurred by Processor resul ng from (a) claims asserted by Purchaser for monies owed to Purchaser from Seller and (b) ac ons taken by Processor in reliance upon any fraudulent, misleading or decep ve informa on or instruc ons provided by Purchaser. 1.5 N o L iability. I n no event will Purchaser be liable for any claims asserted by Seller or Guarantor(s) under any legal theory for lost profits, lost revenues, lost business opportuni es, exemplary, puni ve, special, incidental, indirect or consequen al damages, each of which is waived by both Seller and Guarantor(s). I n the event these claims are nonetheless raised, Seller and Guarantor(s) will be jointly liable for all of Purchaser ’s legal fees and expenses resul ng therefrom. Seller and each O wner and each Guarantor hereby waives to the maximum extent permi ed by law any claim for damages against Purchaser or any of its affiliates rela ng to any (i)inves ga on undertaken by or on behalf of Purchaser as permi ed by this Agreement or (ii) disclosure of informa on as permi ed by this Agreement. 3 HC# 4877-0281-0196 Initial Here ISO#692/AR#2965069/11072023 V-7.0 202404111545 IndexNO. INDEX #: E2024006236 E2024006236 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 1.6 Reliance on Terms. Sec ons 1.1, 1.3, 1.4, 1.6 and 1.8 of this Agreement are agreed to for the benefit of Seller, Purchaser and Processor, and notwithstanding the fact that Processor is not a party of this Agreement, Processor may rely upon their terms and raise them as a defense in any ac on. 1.7 Accoun ng Records, and Place of Business. Purchaser or its designated representa ves and agents shall have the right during Seller ’s normal business hours and at any other reasonable me to examine the interior and exterior of any of Seller ’s places of business. Purchaser may examine, among other things, whether Seller (a) has a place of business that is separate from any personal residence, (b) is open for business, and (c) has sufficient inventory to conduct Seller ’s business. W hen performing an examina on, Purchaser may photograph the interior and exterior of any of Seller ’s places of business, including any signage, and may photograph any O wner. Purchaser or any of its agents shall have the right to inspect, audit, check, and make extracts from any copies of the books, records, journals, orders, receipts, correspondence that relate to Seller ’s accounts or other transac ons between the par es thereto and the general financial condi on of Seller and Purchaser may remove any of such records temporarily for the purpose of having copies made thereof. Purchaser shall have the right to hire a Cer fied Public Accountant, licensed in the state where the business is located to perform analysis of the accoun ng records for the purpose of determining if the Specified Percentage of receipts has been made available for remi ance to Purchaser. Seller hereby agrees to fully cooperate with such analysis upon the request of Purchaser. 1.8 Collec on from Third Par es. Seller hereby grants Purchaser full authority to take any ac on or execute any instrument or document to se le all obliga ons due to Seller from any bank or Processor, or in the case of an occurrence of an Event of Default under Sec on 3 hereof, to Purchaser under this Agreement, including without limita on (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or in respect of any of the Purchased Amount; (iii) to receive, endorse and collect any checks, notes, dra s, instruments, documents or cha el paper in connec on with clause (i) or clause (ii) above; (iii) to sign Seller ’s name on any invoice, bill of lading, or assignment direc ng customers or account debtors to make payment directly to Purchaser; (iv) to file any claims or take any ac on or ins tute any proceeding that Purchaser may deem necessary for the collec on of any of the unpaid Purchased Amount, or otherwise to enforce its rights with respect to payment of the Purchased Amount. I n connec on therewith, all costs, expenses and fees, including legal fees, shall be payable by and from Seller and Purchaser is authorized to use Seller ’s funds to pay for same; and (v) Purchaser shall have the right, without waiving any of its rights and remedies and without no ce to Seller or any Guarantor, to no fy any Credit Card processor of the sale of Future Receipts and re-direct the remi ance of daily se lements to an account of Purchaser ’s choosing in order to se le all obliga ons due to Purchaser under this Agreement. 1.9 Confiden ality. Seller understands and agrees that the terms and condi ons of the products and services offered by Purchaser, including this Agreement and any other Purchaser documenta ons (collec vely, “Confiden al I nforma on”) are proprietary and confiden al informa on of Purchaser. Accordingly, unless disclosure is required by law or court order, Seller shall not disclose Confiden al I nforma on of Purchaser to any person other than an a orney, accountant, financial advisor or employee of Seller who needs to know such informa on for the purpose of advising Seller (“Advisor ”), provided such Advisor uses Confiden al I nforma on solely for the purpose of advising Seller and first agrees in wri ng to be bound by the terms of this sec on. A breach hereof en tles Purchaser to not only damages and legal fees but also to both a temporary restraining order and a preliminary injunc on without bond or security. 1.10 D/B/As. Seller hereby acknowledges and agrees that Purchaser may be using “doing business as” or “d/b/a” names in connec on with various ma ers rela ng to the transac on between Purchaser and Seller, including the filing of UCC-1 financing statements and any other no ces or filings. 1.11 Applica on of Amounts Received. Subject to applicable law, Purchaser reserves the right to apply any amounts received from Seller to any fees or other charges due to Purchaser from Seller prior to applying such amounts to reduce the undelivered balance of Purchased Amount. 1.12 Acknowledgment of Security Interest and Security Agreement. The Future Receipts sold by Seller to Purchaser pursuant to this Agreement are “accounts”, “general intangibles”, or “payment intangibles” as those terms are defined in the Uniform Commercial Code as in effect in the state in which the Seller is located (the “UCC”) and such sale shall cons tute and shall be construed and treated for all purposes as a true and complete sale, conveying good tle to the Future Receipts free and clear of any liens and encumbrances, from Seller to Purchaser. To the extent the Future Receipts are “accounts” or “payment intangibles” then (i) the sale of the 4 HC# 4877-0281-0196 Initial Here ISO#692/AR#2965069/11072023 V-7.0 202404111545 IndexNO. INDEX #: E2024006236 E2024006236 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 Future Receipts creates a security interest as defined in the UCC, (ii) this Agreement cons tutes a “security agreement” under the UCC, and (iii) Purchaser has all the rights of a secured party under the UCC with respect to such Future Receipts. Seller further agrees that, with or without an Event of Default, Purchaser may no fy account debtors, or other persons obligated on the Future Receipts, of Seller ’s sale of the Future Receipts and may instruct them to make payment or otherwise render performance to or for the benefit of Purchaser. 1.13 Financing Statements. Seller hereby authorizes Purchaser to file one or more financing statements in order to give no ce that the Purchased Amount of Future Receipts is the sole property of Purchaser. Each such filing may state that such sale is intended to be a sale and not an assignment for security and may state that the Seller is prohibited from obtaining any financing that impairs the value of the Future Receipts or Purchaser ’s right to collect same. Seller authorizes Purchaser to apply amounts received from Seller to costs incurred by Purchaser associated with the filing, amendment or termina on of any such filings. II. REPRESENTATIONS, WARRANTIES AND COVENANTS 2.1 Good Faith, Best Efforts and Due Diligence. Seller will conduct its business in good faith and will use its best efforts to maintain and grow its business. Furthermore, Seller agrees, warrants and represents hereby that Seller will constantly perform all appropriate due diligence and credit checks of all of the customers’ finances, cash flow, solvency, good faith, payment histories and business reputa ons as may be commercially reasonable to ensure any and all products and/or services provided, sold or delivered by Seller to said customers will be paid for by customers in full and on me, and will not result in the crea on of an unpaid account. This is not a guaranty of payment by Seller ’s customers but is an obliga on of commercially reasonable due diligence inves ga on and credit check of customers before extending credit to them and con nuing no less frequently than monthly so long as sums are s ll due. Seller will communicate with Purchaser including providing mely no ce to Purchaser if the Account will have insufficient funds for any Daily Payment amount so that Purchaser can reschedule any pending ACH debit from the Account. 2.2 N onrecourse Sale of Payment Rights. Seller represents and warrants that it is selling the Purchased Amount of Future Receipts to Purchaser in the ordinary course of Seller's business and the Purchase Price paid by Purchaser is good and valuable considera on for the sale. Seller is selling a por on of a future revenue stream to Purchaser at a discount, not borrowing money from Purchaser. P urchaser a s s umes th e r i s k that Future Receipts will be remi ed more slowly than Purchaser may have an cipated or projected because Seller ’s business has slowed down, or the full Purchased Amount may never be remi ed because Seller ’s business went bankrupt or otherwise ceased opera ons in the ordinary course of business. By this Agreement, Seller transfers to Purchaser full and complete ownership of the Purchased Amount of Future Receipts and Seller retains no legal or equitable interest therein. 2.3 Financial Condi on and Financial Informa on. Seller and O wner represent and warrant that Seller ’s bank and financial statements, copies of which have been furnished to Purchaser, and future statements and other financial informa on that will be furnished herea er at the request of Purchaser, fairly represent the financial condi on of Seller at such dates. Purchaser may request bank statements and other financial informa on at any me during the performance of this Agreement and the Seller shall provide them to Purchaser within 5 business days. Seller ’s failure to do so is a material breach of this Agreement. 2.4 Governmental Approvals. Seller is in compliance and shall comply with all laws and has valid permits, authoriza ons and licenses to own, operate and lease its proper es and to conduct the business in which it is presently engaged and/or will engage in herea er. 2.5 Authoriza on. Seller and the person(s) signing this Agreement on behalf of Seller, have full power and authority to incur and perform the obliga ons under this Agreement, all of which have been duly authorized. 2.6 Insurance. Seller will maintain business-interrup on insurance naming Purchaser as loss payee and addi onal insured in amounts and against risks as are sa sfactory to Purchaser and shall provide Purchaser proof of such insurance upon request. 2.7 Processor and Bank Account. Seller will not change its Credit Card processor, add terminals, change its financial ins tu on or bank account(s), use mul ple bank accounts, or take any similar ac on that could interfere with Purchaser ’s ability to collect the Specified Percentage of the Future Receipts purchased under this Agreement, without Purchaser ’s prior wri en consent. Any such changes shall be a material breach of this Agreement. 5 HC# 4877-0281-0196 Initial Here ISO#692/AR#2965069/11072023 V-7.0 202404111545 IndexNO. INDEX #: E2024006236 E2024006236 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 2.8 Change of N ame, Type, L oca on or Sale of Business. Seller will not conduct Seller ’s businesses under any name other than as disclosed to Processor and Purchaser, nor will Seller change any of its places of business or the type of business without prior wri en consent by Purchaser. Seller will not voluntarily sell, dispose, transfer or otherwise convey its business or substan ally all business assets without (i) the express prior wri en consent of Purchaser, and (ii) the wri en agreement of any purchaser or transferee assuming all of Seller's obliga ons under this Agreement pursuant to documenta on sa sfactory to Purchaser. 2.9 Daily Batch Out. Seller will ensure that all Credit Card transac ons are communicated daily to the Processor and not later than the day on which such transac ons occurred. 2.10 Estoppel Cer ficate. Seller will at all mes, and from me to me, upon at least 1 day’s prior no ce from Purchaser to Seller, execute, acknowledge and deliver to Purchaser and/or to any other person, firm or corpora on specified by Purchaser, a statement cer fying that this Agreement is unmodified and in full force and effect (or, if there have been modifica ons, that the same is in full force and effect as modified and sta ng the modifica ons) and sta ng the dates which the Purchased Amount or any por on thereof has been delivered to Purchaser or the amount of the Purchased Amount that has not been delivered to Purchaser. 2.11 N o Bankruptcy. As of the date of this Agreement, Seller is not insolvent and does not contemplate and has not filed any pe on for bankruptcy protec on under Title 11 of the United States Code and there has been no involuntary pe on brought or pending against Seller. Seller represents that it has not consulted with a bankruptcy a orney within 6 months prior to the date of this Agreement, and that it has no present inten on of closing its business or ceasing to operate its business, either permanently or temporarily, during the 6 month period a er the date of this Agreement. Seller further warrants that as of the date of this Agreement, it does not an cipate filing any such bankruptcy pe on and it does not an cipate that an involuntary pe on will be filed against it. 2.12 Sharing of Informa on. Seller hereby authorizes Purchaser to share informa on regarding Seller ’s performance under this Agreement with affiliates and unaffiliated third par es. 2.13 Unencumbered Receipts. Seller has good, complete, unencumbered and marketable tle to all Future Receipts, free and clear of any and all liabili es, liens, claims, changes, restric ons, condi ons, op ons, rights, mortgages, security interests, equi es, pledges and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with the transac ons contemplated with, or adverse to the interests of Purchaser. 2.14 Business Purpose. Seller is a valid business in good standing under the laws of the jurisdic ons in which it is organized and/or operates. Seller agrees to use the Purchase Price solely for business purposes, and not for personal, family or household purposes. Seller understands that Seller's agreement not to use the Purchase Price for personal, family or household purposes means certain important rights conferred upon consumers pursuant to federal or state law will not apply to this Agreement. Seller agrees that a breach by Seller of the provisions of this sec on will not affect Purchaser ’s rights to the Purchased Amount or to use any remedy legally available to Purchaser to obtain delivery of the Purchased Amount. 2.15 Defaults under Other Contracts. Seller ’s execu on 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 en ty. 2.16 Account. Seller represents and warrants that (i) the Account is Seller ’s bank account; (ii) the person execu ng this Authoriza on on behalf of Seller is an authorized signer on the Account and has the power and authority to authorize Purchaser to ini ate ACH transac ons to and from the Account; (iii) the Account is a legi mate, open, and ac ve bank account used solely for business purposes and not for personal, family or household purposes. 2.17 Specified Percentage Held in Trust. Seller shall hold the Specified Percentage of the proceeds of each sale of goods and services in trust for the benefit of Purchaser and shall promptly deliver the Specified Percentage to Purchaser as provided herein. 2.18 Ordinary Course of Business. Seller acknowledges that it is entering into this transac on and will deliver Future Receipts to Purchaser in the ordinary course of Seller ’s business. 6 HC# 4877-0281-0196 Initial Here ISO#692/AR#2965069/11072023 V-7.0 202404111545 IndexNO. INDEX #: E2024006236 E2024006236 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 III. EVENTS OF DEFAULT AND REMEDIES 3.1 Events of Default. The occurrence of any of the following events shall cons tute an “Event of Default”: (a) Seller inten onally interferes with Purchaser ’s right to collect the Daily Payment in viola on of this Agreement; (b) Seller violates any term or covenant in this Agreement; (c) Any representa on or warranty by Seller in this Agreement proves to have been incorrect, false or misleading in any material respect when made; (d) Seller defaults under any of the terms, covenants and condi ons of any other agreement with Purchaser. 3.2 Remedies. I f any Event of Default occurs, Purchaser may proceed to protect and enforce its rights including, but not limited to, the following: A. The Specified Percentage shall equal 100%. The full uncollected Purchased Amount plus all fees (including legal fees) due under this Agreement will become due and payable in full immediately. B. Purchaser may proceed to protect and enforce its rights and remedies by lawsuit. I n any such lawsuit, under which Purchaser shall recover Judgment against Seller, Seller shall be liable for all of Purchaser ’s costs of the lawsuit, including but not limited to all reasonable a orneys’ fees and court costs. However, the rights of Purchaser under this provision shall be limited as provided in the arbitra on provision set forth in Sec on VI I I . C. Purchaser may debit Seller ’s depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check drawn on Seller ’s bank account or otherwise for all sums due to Purchaser. D. Seller shall pay to Purchaser all reasonable costs associated with the Event of Default and the enforcement of Purchaser ’s remedies set forth above, including but not limited to court costs and a orneys’ fees. Subject to arbitra on as provided in Sec on VI I I , all rights, powers and remedies of Purchaser in connec on with this Agreement may be exercised at any me by Purchaser a er the occurrence of an Event of Default, are cumula ve and not exclusive, and shall be in addi on to any other rights, powers or remedies provided by law or equity. 3.3 Required N o fica ons. Seller is required to give Purchaser wri en no ce within 24 hours of any filing under Title 11 of the United States Code. Seller is required to give Purchaser 7 days’ wri en no ce prior to the closing of any sale of all or substan ally all of the Seller ’s assets or stock. IV. MISCELLANEOUS 4.1 Modifica ons; Agreements. No modifica on, amendment, waiver or consent of any provision of this Agreement shall be effec ve unless the same shall be in wri ng and signed by Purchaser. 4.2 Assignment. Purchaser may assign, transfer or sell its rights to receive the Purchased Amount or delegate its du es hereunder, either in whole or in part, with or without prior wri en no ce to Seller. 4.3 N o ces. All no ces, requests, consents, demands and other communica ons hereunder shall be delivered by cer fied mail, return receipt requested, to the respec ve par es to this Agreement at the addresses set forth in this Agreement. No ces to Purchaser shall become effec ve only upon receipt by Purchaser. No ces to Seller shall become effec ve three days a er mailing. 4.4 N o Waiver of Remedies. No failure on the part of Purchaser to exercise, and no delay in exercising, any right under this Agreement shall operate as a waiver thereof, nor shall any single or par al exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumula ve and not exclusive of any remedies provided by law or equity. 4.5 Binding Effect; Governing L aw, Venue and Jurisdic on. This Agreement shall be binding upon and inure to the benefit of Seller, Purchaser and their respec ve successors and assigns, except that Seller shall not have the right to assign its rights hereunder or any interest herein without the prior wri en consent of Purchaser which consent may be withheld in Purchaser ’s sole discre on. Except as set forth in Arbitra on Sec on, this Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts of law. Any suit, ac on or proceeding arising hereunder, or the interpreta on, performance or breach of this Agreement, shall, if Purchaser so elects, be ins tuted in any court si ng in New York, (the “Acceptable Forums”). Seller agrees that the Acceptable Forums are convenient to it, and submits to the 7 HC# 4877-0281-0196 Initial Here ISO#692/AR#2965069/11072023 V-7.0 202404111545 IndexNO. INDEX #: E2024006236 E2024006236 FILED: MONROE DocuSign Envelope COUNTY CLERK 04/11/2024 02:17 PM ID: E3EF6C1C-0771-4FD4-9EF7-E5299125774D NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/11/2024 jurisdic on of the Acceptable Forums and waives any and all objec ons to jurisdic on or venue. Should such proceeding be ini ated in any other forum, Seller waives any right to oppose any mo on or applica on made by Purchaser to transfer such proceeding to an Acceptable Forum. ADDI TI O NALLY, SELLER AND GUARANTO R AGREE THAT ANY SUM M O NS AND/O R CO M P LAI NT O R OTHER P RO CESS TO CO M M ENCE ANY LI TI GATI O N BY P URCHASER W I LL BE P RO P ERLY SERVED I F M AI LED BY CERTI FI ED M AI L, RETURN RECEI PT REQ UESTED, TO THE M AI LI NG ADDRESS(ES) LI STED O N PAGE 1 O F THI S AGREEM ENT. 4.6 Survival of Representa on, etc. All representa ons, warran es and covenants herein shall survive the execu on and delivery of this Agreement and shall con nue in full force un l all obliga ons under this Agreement shall have been sa sfied in full and this Agreement shall have terminated. 4.7 Interpreta on. All Par es hereto have reviewed this Agreement with an a orney of their own choosing and have relied only on their own a orney’s guidance and advice or have been provided sufficient opportunity to have an a orney of their choosing review the Agreement. No construc on determina ons shall be made against any Party hereto as dra er. 4.8 Severability. I n case any of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired. 4.9 En re Agreement. Any provision hereof prohibited by law shall be ineffec ve only to the extent of such prohibi on without invalida ng the remaining provisions hereof. This Agreement and the Performance Guaranty embody the en re agreement between Seller and Purchaser pertaining to the subject ma er thereof and supersede all prior agreements and understandings rela ng to the subject ma er hereof. 4.10 Facsimile Acceptance. Facsimile signatures hereon shall be deemed acceptable for all purposes. 4.11 Monitoring, Recording, and Solicita ons. I n Connec on with servicing this Agreement, Seller and each O wner understand and agree to the following: A. AUTHO RIZATI