Preview
FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM INDEX NO. 138669-2024
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024
Ontario County Clerk Recording Page
Return To Jean E. Chrisman, County Clerk
BORIS YANKOVICH Ontario County Clerk
415 Ocean View Avenue 20 Ontario Street
Floor 3 Canandaigua, New York 14424
Brooklyn, NY 11235 (585) 396-4200
Document Type: EXHIBIT(S) Receipt Number: 737926
Plaintiff Defendant
ROCKET CAPITAL NY LLC CORE GLAZING SOLUTIONS LLC
Fees
Control #: 202404160016
Total Fees Paid: $0.00
Index #: 138669-2024
State of New York
County of Ontario
EFiling through NYSCEF with a total page count of
20.
Ontario County Clerk
This sheet constitutes the Clerk’s endorsement required by section 319 of the Real Property Law of the State of New York
CS
Do Not Detach
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FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024
EXHIBIT A
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138669-2024
FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024
Rocket Capital NY LLC
info@rocketcapllc.com
786-501-7105
AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIPTS
This purchase and sale of future receipts agreement (“Agreement”) dated 11/21/2023, is made by and
between Rocket Capital NY LLC (hereinafter “RC” or “Purchaser”) and each Seller listed below
(together referred to as “Seller”).
SELLER INFORMATION
Seller(s) Information
Legal/Corporate Name: CORE GLAZING SOLUTIONS LLC
D/B/A: CORE GLAZING SOLUTIONS LLC Federal Tax ID:
Type of Entity Limited Liability Company State of Incorporation NJ
Middleto
Physical Address: 38 MARLPIT PLACE City: wn State: NJ Zip: 07748
Township
Business Phone: Email:
Guarantor (“Guarantor”) Information 1
Corporate Officer/Owner Name: ANTHONY A DACUNTO Title: Owner
Ownership %: 100 Date of Birth: SS#:
Middletown
Home Address: 38 MARLPIT PLACE City: State: NJ Zip: 07748
Township
Home Phone: -- Cell Phone: Email:
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INDEX #: 138669-2024
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FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024
Rocket Capital NY LLC
info@rocketcapllc.com
786-501-7105
TERMS AND CONDITIONS
SECTION A:
1. SALE OF FUTURE RECEIPTS: Seller, identified above, in addition to any Seller attached to
this agreement in Addendum A, hereby sells, assigns and transfers to RC, the Specified Percentage of its
present and future accounts receivable and proceeds therefrom generated by Seller (“Future Receipts”) in
consideration for receiving the Purchase Price, minus any Fees and/or any Payoff/Refinance, until RC has
received the full Purchase Amount.
Purchase Amount:
Q: What is the Purchase Amount? $153,195.00
A: The Purchase Amount is the amount of future receipts
RC is purchasing from Seller.
Purchase Price:
Q: What is the Purchase Price?
$105,000.00
A: The Purchase Price is the amount RC is paying upfront for the
Purchase Amount before deducting any Fee or REFI.
Fee:
Q: What is a Fee that will deducted from the Purchase Price?
$5,250.00
A: Up to Ten (10) percent of the Purchase price
will be deducted from the Purchase Amount for underwriting costs.
Payoff/Refinance (“REFI”):
Q: What is a Payoff/Refinance?
A: If Seller has an open balance with either RC or another third party, $9,450.00
Seller may request RC to Payoff said balance with part or all of the
Purchase Price.
Total Funds Received by Seller(s):
$90,300.00
Purchase Price received by Seller minus any Fee
and/or any Payoff from REFI.
Percentage Purchased (“PP”):
Q: What is the Percentage Purchased?
A: The Percentage Purchased is the percentage of receipts to be remitted 25.00%
to RC until the Purchase Amount is fully remitted to RC or the Seller no
longer has such obligation pursuant to the terms of the Agreement.
Estimated Payment (“EP”):
Q: What is the Estimated Payment?
A: An estimated initial amount calculated based on Seller’s past receipts
$1,393.00 Daily
amount and the Percentage Purchased, to be paid from the Seller’s
receipts to RC, which is subject to Reconciliation pursuant to Section A
Paragraph 3.
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info@rocketcapllc.com
786-501-7105
2. THIS AGREEMENT IS NOT A LOAN: RC and each Seller (together the “Parties”) intend
and agree that the purchase and sale of the Future Receipts by Seller is not, nor interpreted to be, a
loan. There is no interest rate, or payment schedule and no time period during which the Purchase
Amount must be collected by RC. RC is purchasing the Purchase Amount knowing the risks that Seller’s
receipts may be substantially reduced, or that Seller’s business may fail in which RC will not receive any
remittance from Seller. In such an event, Seller would not be in breach/default of this Agreement. RC
assumes these risks based on the Seller’s representations, warranties and covenants in this Agreement that
are designed to give RC a reasonable and fair opportunity to receive the benefit of the bargain. The
Parties agree that the Purchase Price is the fair market value for said receipts. If a court determines that
RC has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect
hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RC shall
promptly refund to seller any interest received by RC in excess of the maximum lawful rate, it being
intended that Seller not pay or contract to pay and that RC not receive or contract to receive, directly or
indirectly in an manner whatsoever, interest in excess of that which may be paid by Seller under
applicable law. Seller knowingly and willingly waives the defense of usury in any action or proceeding.
3. Reconciliation: To ensure that ROCKET CAPITAL has collected from Seller an amount
that equals the Percentage Purchased, Seller may give written notice to RC requesting that
ROCKET CAPITAL conduct a reconciliation to adjust the Estimated Payment amount to reflect
the Seller’s actual past and expected future receipts. A reconciliation may also be requested by
sending an e-mail to RC at info@rocketcapllc.com. Seller shall provide RC with sufficient financial
documentation and bank statements so that RC can verify the actual receipts and complete the
reconciliation. RC shall complete each reconciliation within two business days after receipt of a written or
emailed request and accompanied by the documentation and information required for it to calculate the
accurate revenue amounts. If RC received more funds from Seller than it was entitled to, RC shall remit
the excess funds to Seller within two business days of completing the Reconciliation. In addition, the
Estimated Payment shall adjust (“Adjusted Estimated Payment”) to reflect the past and expected receipts
of Seller.
A Reconciliation may be requested at any time during the term of this contract, and there is no limit as to
the number of times that such Reconciliation may be requested. In addition, RC may give Seller written
notice or notice via email to the e-mail address listed on this contract, requesting a reconciliation to adjust
the Estimated Payment (or the Adjusted Estimated Payments, as the case may be) amount to reflect the
Seller’s actual past and expected future receipts. Such reconciliation shall be conducted in the same
manner detailed in this section for a Seller’s request for reconciliation and Seller shall provide the
necessary documentation for such reconciliation to RC. Nothing herein shall be deemed to prevent Seller
from requesting a stop or reduction to the Estimate Payment in the event of a material reduction or
cessation of its receipts.
4. Authorized Bank Account: Seller shall deposit all of the Future receipts into the single business
banking account (the “Account”) acceptable to RC to obtain electronic fund transfer services and/or
“ACH” payments. Seller must instruct Seller’s credit card processor, which must be approved by RC, (the
“Processor”) to deposit all payment card receipts of Seller into the Account. Seller shall provide RC
and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify
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each Seller’s receipts. Seller shall not change any of the passwords without prior written consent from
RC. Seller authorizes RC to debit the Estimated Payment (or the Adjusted Estimated Payment amount, if
there was a Reconciliation, pursuant to Section A, Paragraph 3 above) from the Account each business
day/week/month by either electronic fund transfer services and/or “ACH” payments.
5. Insufficient Funds In Account: Seller understands that it is responsible for advising RC prior to
any Estimated Payment via ACH if there will be a shortage of funds.
6. Fiduciary Duty of Seller: Each Seller agrees that it is a fiduciary for RC, and each Seller will
hold the Percentage Purchased of its receipts in trust for RC in its capacity as a fiduciary for RC. Until the
Purchased Amount has been received in full by RC, the Purchased Percentage of Seller’s receipts, up to
the balance of the Purchased Amount, shall be the property of RC. In the event Seller notifies that it is
unable or unwilling to collect all or some of Seller’s receipts, Seller shall provide to RC an updated list of
Seller’s account debtors and RC shall have the right, without waiving any of its other rights and remedies
under this Agreement, to notify the account debtors, processor, any other credit card or payment
processor used by Seller, or any third party having monies owed to Seller for its sale or deliver of goods
or services (including without limitation Seller’s customers) (together the “Account Debtors”), of the sale
of the Percentage Purchased of the Receipts under this Agreement, and to direct the Account Debtors to
make payment to RC of all or any portion of the amounts received by the Account Debtors on behalf of
Seller. If no Event of Default has occurred, RC shall remit back to Seller the excess above the Percentage
Purchased of the Receipts that it collected pursuant to this paragraph within 2 business days of payment
and shall provide a reconciliation in accordance with Section A, Paragraph 3.
7. Information To Be Delivered To ROCKET CAPITAL : Seller shall provide to RC any
authorizations, bank or financial statements, tax returns, as RC deems necessary in its sole discretion prior
to or any time after execution of this Agreement. Seller shall provide the requested documents within five
(5) business days after request by RC. Seller authorizes all of its banks, brokers and credit card processors
to provide RC with Seller’s banking, brokerage and/or processing history to determine qualification or
continuation of the Agreement or for collections upon the event of Default. A photocopy of this
authorization shall be deemed acceptable as an authorization for release of financial and credit
information.
8. Financial Information Authorization: Seller authorizes RC, its agents, representatives and any
credit reporting agency engaged in RC to:
(i) Investigate any references given or other statements or data obtained from or about Seller
for the purpose of this Agreement.
(ii) Obtain consumer and business reports on the Seller.
(iii) Contact any current or prior banks of the Seller, to obtain any information regarding
Seller’s transactions with said banks, in the furtherance of this Agreement.
(iv) Investigate its financial responsibility and history.
(v) Update such information and financial and credit reports/profiles from time to time as RC
deems appropriate.
(vi) Seller Waives to the maximum extent permitted by law any claim for damages against
RC or any of its affiliates related to any investigation undertaken by or on behalf of RC
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as permitted by this Agreement or disclosure of information as permitted by this
Agreement.
SECTION B
REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER
1. Good Faith, Best Efforts and Commercial Purpose : Seller and each Guarantor represents,
warrants and covenants that it will conduct its business in good faith and will use its best efforts to ensure
that RC obtains the Purchase Amount. Seller represents, warrants and covenants that it is entering this
Agreement for business purposes and not as a consumer for personal, family, or household purposes.
2. Financial Condition And Financial Information : Seller and each Guarantor represents,
warrants and covenants that all information provided to RC under Section A, Paragraph 7 or 8, fairly
represents the financial condition of Seller and each Guarantor at such dates.
3. Material Change In Business: Seller represents, warrants and covenants that Seller shall notify
RC immediately if there are material adverse changes, financial or otherwise, in the operation of Seller or
any change in the ownership of Seller.
4. Governmental Compliance: Seller represents, warrants and covenants that Seller is in
compliance and shall comply with any and all laws and regulations promulgated by the State or Federal
government including State and Federal Taxes. Seller has valid permits, authorizations and licenses to
own operate, lease its properties, and to conduct its business in which it is presently engaged and or will
engage in hereafter.
5. Authority To Enter Into This Agreement : Seller represents, warrants and covenants that Seller
has full power and authority to incur and perform the obligations under this Agreement, all of which have
been duly authorized.
6. Change Of Business Name, Location Or Closing Of Business : Seller shall not conduct Seller’s
business under any name other than as disclosed to RC. Seller shall not change its place of business
without prior written consent of RC. Seller shall not sell, dispose, transfer or otherwise convey all or
substantially all of its business or assets without,
(i) The express prior written consent of RC and
(ii) The written Agreement of any purchaser or transferee assuming all of Seller’s obligations
under this Agreement pursuant to documentation satisfactory to RC.
7. Bankruptcy: Seller represents, warrants and covenants that as of the date of the executed
Agreement, Seller is not insolvent, is not contemplating bankruptcy, has not filed any petition for
bankruptcy protection under any Title of the United States Bankruptcy code, and to Sellers’s knowledge,
there has been no involuntary petition brought or pending against Seller.
8. Business Interruption Insurance: Seller shall maintain business interruption insurance and shall
provide RC proof of such insurance upon request.
9. No Conflict with Other Agreements : Seller represents, warrants and covenants that Seller’s
execution and performance of this Agreement will not conflict with any other agreement, obligation,
promise, court order, administrative order or decree, law or regulation, to which Seller is subject,
including any agreement which prohibits the sale or pledge of Seller’s future receipts.
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info@rocketcapllc.com
786-501-7105
10. No Stacking: Seller represents, warrants and covenants that Seller shall not enter into any
purchase and sale of future receipts or any loan agreement that relates to or involves its future receipts
with any party other than RC for the duration of this Agreement, without the prior written consent of RC.
11. No Diversion of Receipts: Seller represents, warrants and covenants that Seller shall not permit
any event to occur that could cause a diversion of any of Seller’s Future receivables from the Account to
another entity.
12. Negative Pledge: Seller agrees not to create, incur, assume, or permit to exist, directly or
indirectly, any lien on or with respect to any of the “Collateral” (Defined in Section C paragraph 1).
13. Seller’s Knowledge And Representation: Seller represents, warrants and covenants that it is a
sophisticated business entity familiar with the kind of transaction covered by the Agreement and that it
was or had the opportunity to be represented by legal counsel prior to signing this Agreement.
14. Title of Receipts: Seller represents, warrants and covenants that Seller has good, complete,
unencumbered and marketable title to all future receipts, free and clear of any and all liabilities, liens,
claims, changes, restrictions, options, rights, mortgages, security interests, equities, pledges and
encumbrances of any kind or nature whatsoever or any other rights or interest that may be inconsistent
with the transactions contemplated with or adverse to the interests of RC, other than any liabilities, liens,
claims, changes, restrictions, options, rights, mortgages, security interests, equities, pledges and
encumbrances of which RC has actual or constructive knowledge or inquiry notice as of the date of
agreement.
15. Estoppel Certificate: Seller represents, warrants and covenants that Seller shall, at least one day
after notice from RC to Seller, execute, acknowledge and deliver to RC or to any other person, firm,
entity specified by RC a statement certifying that this agreement is unmodified and in full force and effect
(if modified- the same is in full force and effect as modified and stating the modifications).
SECTION C
RIGHTS OF ROCKET CAPITAL
1. Security Interest: As security for the performance of all obligations, covenants and
agreements of Seller under this Agreement, Seller hereby pledges and grants to RC priority security
interest in and lien upon: (a) All accounts receivables and receipts as defined in Article 9 of the Uniform
Commercial Code (the “UCC”), now or hereafter owned or acquired by Seller and (b) all proceeds
therefrom, as the term is defined in Article 9 of the UCC (together, the “Collateral”). Seller agrees to
execute any documents or take any action in connection with this Agreement as RC deems necessary to
perfect or maintain RC’s security interest in the Collateral or to effectuate RC’s right of setoff. Seller
hereby authorizes RC to file any financing statements deemed necessary by RC to perfect or maintain
RC’s security interest. Pursuant to Article 9 of the Uniform Commercial Code, upon any Event of Default
hereunder, RC has control over and may direct the disposition of the Collateral, without further consent of
Seller. Upon any Event of Default hereunder, RC shall have the right, without notice or demand of any
kind, to notify account debtors of RC’s lien and collect any amount owed to RC directly from the account
debtors.
2. Fees: Underwriting fee 10% of the Purchase Amount to cover underwriting related expenses.
(Will be deducted from Purchase Price). Seller agrees that the Fees are reasonable.
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Rocket Capital NY LLC
info@rocketcapllc.com
786-501-7105
3. Refinance/Payoff: At the time of this Agreement, Seller may have an existing balance, in which
Seller previously sold its future receipts, with (i) RC (ii) another purchaser. Seller must disclose any prior
Agreement to RC prior to signing this Agreement. Seller may opt to refinance or payoff its prior balance
with part or all of the Purchase Price in order to enter this Agreement with RC. Seller shall direct RC to
refinance or payoff its prior balance.
4. Intentionally Omitted.
5. Phone Recordings and Contact: Seller and each Guarantor agrees that any call between RC and
Seller, their agents, representatives and employees may be recorded and monitored. In addition, Seller
and each Guarantor agrees that:
(i) It has an established business relationship with RC including its employees and agents, and
that Seller may be contacted, via phone, mail or email, from time-to-time regarding this
Agreement or other related business transactions.
(ii) Such communications and contacts are not unsolicited or inconvenient.
(iii) Any such contact may be made by any phone number including cell phone numbers, email
address, or facsimile number given to RC by Seller, its agents, representatives or employees.
(iv) Seller and each Guarantor acknowledge that such calls or electronic communications may
incur a charge or fee from the company that provides them with telecommunications,
wireless, and/or Internet services, and that RC has no liability for any such charges.
6. Publicity: RC may, at its discretion, use Seller and each Guarantor’s name in listings of clients,
and in marketing and advertising materials.
7. SERVICE OF PROCESS: IN ADDITION TO THE METHODS OF SERVICE ALLOWED
BY NEW YORK RULES OF CIVIL PROCEDURE, SELLER AND GUARANTOR HEREBY
CONSENTS TO SERVICE OF PROCESS UPON IT BY REGISTERED OR CERTIFIED MAIL,
RETURN RECEIPT REQUESTED TO THE ADDRESSES PROVIDED ON PAGE 1 OF THIS
AGREEMENT. SERVICE HEREUNDER SHALL BE COMPLETE SELLER’S OR
GUARANTOR’S ACTUAL RECEIPT OF PROCESS OR UPON ROCKET CAPITAL’S
RECEIPT OF THE RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS
REFUSED OR UNDELIVERABLE. SELLER AND GUARANTOR MUST PROMPTLY NOTIFY
ROCKET CAPITAL, IN WRITING, OF EACH AND EVERY CHANGE OF ADDRESS TO
WHICH SERVICE OF PROCESS CAN BE MADE.
8. D/B/A’s. Seller hereby acknowledges and agrees that RC may be using “doing business as”
or “d/b/a” names or acting through authorized agents in connection or related to this Agreement,
including, but not limited to, the filing of UCC-1 financing statements.
SECTION D
EVENTS OF DEFAULT
1. Events of Default: The occurrence of any of the following events shall constitute an “Event of
default” and RC shall be intitled to pursue without limitation any of the Remedies under Section D (2)
immediately and without notice to Seller in addition to any remedy available to RC under the law, in
equity or otherwise pursuant to this Agreement.
(i) Seller or Guarantor violates any term, covenant, warranty, or condition in this Agreement.
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(ii) Seller intentionally with RC’s right to collect the Percentage Purchased;
(iii) Any representation or warranty by Seller in the Agreement shall prove to have been incorrect,
false or misleading in any material respect when made;
(iv) Seller notifies RC that it is unilaterally terminating the Agreement or Seller notifies RC of
Seller’s intent to breach the Agreement;
(v) Seller transfers or sells all or substantially all of its assets without the prior written consent of
RC. However, to be clear, (a) a bankruptcy filing or (b) if Seller goes out of business in
ordinary course, shall not be an event of default;
(vi) On five or more occasions, Seller fails to give RC advance notice that there will be
insufficient funds in the Account such that the ACH of the Estimate Payment will not be
honored by Selller’s bank, and has not requested a reconciliation in accordance with Section
A, Paragraph 3, and fails to reasonably respond to RC’s communications seeking to ascertain
the circumstances of the insufficient funds; and
(vii) Seller causes its account to stop allowing RC to withdraw the Estimated Payment from the
account and (a) Seller does not notify RC by email at info@rocketcapllc.com, within two
business days of a valid reason for causing the account to stop clearing payments, and (b)
Seller has not requested a Reconciliation (as defined in Section A, Paragraph 3).
(viii) Seller refuses to participate in a reconciliation to adjust the Adjusted Estimated Payment
pursuant to Section A paragraph 3.
(ix) Seller notifies RC that it is unable or unwilling to collect all or some of Seller’s receipts that
have been sold to RC pursuant to this Agreement and Seller Refuses to provide to RC a list of
Seller’s Account Debtors to intentionally hampers RC’s ability to Collect the Percentage
Purchased from the Account Debtors.
2. Protections Against Default: The following protections may be invoked by RC immediately and
without notice to Seller if any Event of Default occurs.
(i) The full uncollected Purchase Amount plus all fees under section C (2) and Section D (4)
due under the Agreement.
(ii) RC may enforce the provisions of the Limited Personal Guaranty of performance – Attached
to this Agreement – against the Guarantor.
(iii) RC may enforce its security interest in the collateral under Section C (1).
(iv) RC may proceed to protect and enforce its right and remedies by bringing a legal action
against Seller and Guarantor pursuant to the Agreement in addition to any remedy available
RC under the law or in equity. In said action if judgment should be granted in favor for RC
against Seller or Guarantor, Seller and Guarantor shall be liable for RC’s costs of said
action, including but not limited to collection costs, reasonable attorneys’ fees, and court
costs.
(v) RC 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 RC.
(vi) RC may notify Seller’s Account Debtors and request said Account Debtors and to request
said credit card processor to remit payments to RC for any remaining balance under the
Purchase Amount on behalf of seller.
3. Statutes of Limitations: Any claim not asserted by Seller or Guarantor against RC one year of
its accrual will be time-barred.
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4. Costs and Legal Fees: Seller and Guarantor shall be responsible to pay all of RC’s reasonable
costs associated with any Event of Default and the enforcement thereof, including but not limited to
collection fees and or attorney fees, which may include a contingency fee of up to 33% of the amount
demanded, and costs of suit.
SECTION E
MISCELLANEOUS
1. No Modification: No modification, amendment waiver or consent of any provision of this
Agreement shall be effective unless the same shall be in writing and signed by RC.
2. Assignment: RC may assign, transfer or sell its rights to receive the Purchase Amount or
delegate its duties hereunder, either in whole or in part, with or without prior written notice to Seller.
3. Notice: Except for Service of Process under Section C (7), all notices and other communications
to Seller and Guarantor, required or permitted to be given shall be in writing, and shall be deemed duly
given as follows: (a) on the date delivered if personally delivered, (b) on the date sent by facsimile with
automatic confirmation by the transmitting machine showing the proper number of pages were
transmitted without error to the addresses listed on page 1, (c) on the next business day if sent by
overnight mail by Federal Express or other recognized overnight mail service to the addresses listed on
page 1, or (d) five business days after mailing, if mailed by certified or registered mail, return receipt
requested, in each case addressed to the parties at their respective addresses set forth on page 1 of this
agreement.
4. Waiver: No course of dealing or omission or delay on the part of RC in asserting or exercising
any right hereunder shall constitute or operate as a waiver of any such right. No waiver by RC of any
provision hereof shall be effective, unless in writing and signed by RC. No waiver by RC shall be
deemed a continuing waiver or waiver in respect of any other or subsequent breach or default, unless
expressly so stated in writing.
5. Severability: The provisions hereof are severable and in the event that any provision of this
Agreement shall be determined to be invalid or unenforceable in any respect by a court of competent
jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of
such court, remain in full force and effect, and any invalid or unenforceable provision shall be deemed,
without further action on the part of the parties hereto, amended and limited to the extent necessary to
render such provision, as so amended and limited, valid and enforceable.
6. Titles and Captions: The titles, captions and Sections of this Agreement are for convenience of
reference only and do not in any way define or interpret the intent of the parties or modify or otherwise
affect any of the provisions hereof and shall not affect the construction or interpretation of any provision
hereof.
7. Survival of Representation: All representations, warranties, and covenants herein shall survive
the execution and delivery of this Agreement and shall continue in full force until all obligations under
this Agreement shall have been satisfied in full and this Agreement shall have terminated.
8. Entire Agreement: This Agreement contains a complete statement of the agreement and
supersedes all prior agreements and understandings.
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9. Governing Law: This Agreement shall be governed by, interpreted and enforced in accordance
with the laws of the State of New York, without regard to choice or conflict of laws principles that would
defer to the substantive laws of any other jurisdiction .
10. Forum and Venue Selection: Any litigation, whether sounding in contract, tort, law, equity, or
otherwise, relating to this Agreement or involving Rocket capital on one side and any Seller or any
Guarantor on the other must be commenced and maintained in any state court located in any County in
the State of New York (the “Acceptable Forums”). The parties agree that the Acceptable Forums
are convenient, submit to the jurisdiction of the Acceptable Forums, and waive any and all objections to
the jurisdiction or venue of the Acceptable Forums. If any litigation is initiated in any other venue or
forum, the parties waive any right to oppose any motion or application made by any party to
transfer such litigation to an Acceptable Forum. Notwithstanding any provision in this Agreement to the
contrary, in addition to the Acceptable Forums, any application to confirm an arbitration award and any
action or proceeding to enforce a judgment or arbitration award against any Seller or Guarantor to collect
any amount due to Rocket capital may be commenced and maintained in any other court that
would otherwise be of competent jurisdiction, and each Seller and each Guarantor agree that those courts
are convenient, submit to the jurisdiction of those courts, waive any and all objections to the jurisdiction
or venue of those courts, and may oppose any motion or application made by any party to transfer any
such litigation to an Acceptable Forum.
11. Arbitration: Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise,
relating to this Agreement or involving Rocket capital on one side and any Seller or any Guarantor on the
other, including, but not limited to issues of arbitrability, will, at the option of any party to such action or
dispute, be determined by arbitration in the State of New York. A judgment of the court shall be entered
upon the award made pursuant to the arbitration. The arbitration will be administered either by the
American Arbitration Association under its Commercial Arbitration Rules as are in effect at that time,
which rules are available at www.adr.org, by Arbitration Services, Inc. under its Commercial Arbitration
Rules as are in effect at that time, which rules are available at www.arbitrationservicesinc.com,
by JAMS under its Streamlined Arbitration Rules & Procedures as are in effect at that time,
which rules are available at www.jamsadr.com, or by Resolute Systems, LLC under its Commercial
Arbitration Rules as are in effect at that time, which rules are available at www.resolutesystems.com.
Once an arbitration is initiated with one of these arbitral forums, it must be maintained exclusively
before that arbitral forum and no other arbitral forum specified herein may be used. As a prerequisite
to making a motion to compel arbitration in any litigation, the party making the motion must first file a
demand for arbitration with the chosen arbitral tribunal and pay all required filing and/or administrative
fees. If the American Arbitration Association is selected, then notwithstanding any provision to the
contrary in its Commercial Arbitration Rules, the Expedited Procedures will always apply and its
Procedures for Large, Complex Commercial Disputes will not apply. Notwithstanding any provision to
the contrary in the arbitration rules of the arbitral forum selected, the arbitration will be heard
by one arbitrator and not by a panel of arbitrators, any arbitration hearing relating to this
Agreement must be held in the State of New York. Any party, representative, or witness in an arbitration
hearing will be permitted to attend, participate, and testify remotely by telephone or video conferencing,
and the arbitrator appointed will not be required to be a national of a country other than that of the parties
to the arbitration. Each Seller acknowledges and agrees that this Agreement is the product of
communications conducted by telephone and the Internet, which are instrumentalities of interstate
commerce, that the transactions contemplated under this Agreement will be made by wire transfer and
ACH, which are also instrumentalities of interstate commerce, and that this Agreement therefore
evidences a transaction affecting interstate commerce. Accordingly, notwithstanding any provision in this
Agreement to the contrary, all matters of arbitration relating to this Agreement will be governed
10
202404160016 IndexNO.
INDEX #: 138669-2024
138669-2024
FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024
202404160016 IndexNO.
INDEX #: 138669-2024
138669-2024
FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024
Rocket Capital NY LLC
info@rocketcapllc.com
786-501-7105
LIMITED PERSONAL GUARANTEE OF PERFORMANCE
1. Definitions: Capitalized terms used herein without definition shall have the meanings assigned to
them in the Agreement for the Purchase and Sale of Future Receipts attached her
Preview
FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM INDEX NO. 138669-2024 NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Ontario County Clerk Recording Page Return To Jean E. Chrisman, County Clerk BORIS YANKOVICH Ontario County Clerk 415 Ocean View Avenue 20 Ontario Street Floor 3 Canandaigua, New York 14424 Brooklyn, NY 11235 (585) 396-4200 Document Type: EXHIBIT(S) Receipt Number: 737926 Plaintiff Defendant ROCKET CAPITAL NY LLC CORE GLAZING SOLUTIONS LLC Fees Control #: 202404160016 Total Fees Paid: $0.00 Index #: 138669-2024 State of New York County of Ontario EFiling through NYSCEF with a total page count of 20. Ontario County Clerk This sheet constitutes the Clerk’s endorsement required by section 319 of the Real Property Law of the State of New York CS Do Not Detach 202404160016 IndexNO. INDEX # : 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 EXHIBIT A 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 AGREEMENT FOR THE PURCHASE AND SALE OF FUTURE RECEIPTS This purchase and sale of future receipts agreement (“Agreement”) dated 11/21/2023, is made by and between Rocket Capital NY LLC (hereinafter “RC” or “Purchaser”) and each Seller listed below (together referred to as “Seller”). SELLER INFORMATION Seller(s) Information Legal/Corporate Name: CORE GLAZING SOLUTIONS LLC D/B/A: CORE GLAZING SOLUTIONS LLC Federal Tax ID: Type of Entity Limited Liability Company State of Incorporation NJ Middleto Physical Address: 38 MARLPIT PLACE City: wn State: NJ Zip: 07748 Township Business Phone: Email: Guarantor (“Guarantor”) Information 1 Corporate Officer/Owner Name: ANTHONY A DACUNTO Title: Owner Ownership %: 100 Date of Birth: SS#: Middletown Home Address: 38 MARLPIT PLACE City: State: NJ Zip: 07748 Township Home Phone: -- Cell Phone: Email: 1 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 TERMS AND CONDITIONS SECTION A: 1. SALE OF FUTURE RECEIPTS: Seller, identified above, in addition to any Seller attached to this agreement in Addendum A, hereby sells, assigns and transfers to RC, the Specified Percentage of its present and future accounts receivable and proceeds therefrom generated by Seller (“Future Receipts”) in consideration for receiving the Purchase Price, minus any Fees and/or any Payoff/Refinance, until RC has received the full Purchase Amount. Purchase Amount: Q: What is the Purchase Amount? $153,195.00 A: The Purchase Amount is the amount of future receipts RC is purchasing from Seller. Purchase Price: Q: What is the Purchase Price? $105,000.00 A: The Purchase Price is the amount RC is paying upfront for the Purchase Amount before deducting any Fee or REFI. Fee: Q: What is a Fee that will deducted from the Purchase Price? $5,250.00 A: Up to Ten (10) percent of the Purchase price will be deducted from the Purchase Amount for underwriting costs. Payoff/Refinance (“REFI”): Q: What is a Payoff/Refinance? A: If Seller has an open balance with either RC or another third party, $9,450.00 Seller may request RC to Payoff said balance with part or all of the Purchase Price. Total Funds Received by Seller(s): $90,300.00 Purchase Price received by Seller minus any Fee and/or any Payoff from REFI. Percentage Purchased (“PP”): Q: What is the Percentage Purchased? A: The Percentage Purchased is the percentage of receipts to be remitted 25.00% to RC until the Purchase Amount is fully remitted to RC or the Seller no longer has such obligation pursuant to the terms of the Agreement. Estimated Payment (“EP”): Q: What is the Estimated Payment? A: An estimated initial amount calculated based on Seller’s past receipts $1,393.00 Daily amount and the Percentage Purchased, to be paid from the Seller’s receipts to RC, which is subject to Reconciliation pursuant to Section A Paragraph 3. 2 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 2. THIS AGREEMENT IS NOT A LOAN: RC and each Seller (together the “Parties”) intend and agree that the purchase and sale of the Future Receipts by Seller is not, nor interpreted to be, a loan. There is no interest rate, or payment schedule and no time period during which the Purchase Amount must be collected by RC. RC is purchasing the Purchase Amount knowing the risks that Seller’s receipts may be substantially reduced, or that Seller’s business may fail in which RC will not receive any remittance from Seller. In such an event, Seller would not be in breach/default of this Agreement. RC assumes these risks based on the Seller’s representations, warranties and covenants in this Agreement that are designed to give RC a reasonable and fair opportunity to receive the benefit of the bargain. The Parties agree that the Purchase Price is the fair market value for said receipts. If a court determines that RC has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and RC shall promptly refund to seller any interest received by RC in excess of the maximum lawful rate, it being intended that Seller not pay or contract to pay and that RC not receive or contract to receive, directly or indirectly in an manner whatsoever, interest in excess of that which may be paid by Seller under applicable law. Seller knowingly and willingly waives the defense of usury in any action or proceeding. 3. Reconciliation: To ensure that ROCKET CAPITAL has collected from Seller an amount that equals the Percentage Purchased, Seller may give written notice to RC requesting that ROCKET CAPITAL conduct a reconciliation to adjust the Estimated Payment amount to reflect the Seller’s actual past and expected future receipts. A reconciliation may also be requested by sending an e-mail to RC at info@rocketcapllc.com. Seller shall provide RC with sufficient financial documentation and bank statements so that RC can verify the actual receipts and complete the reconciliation. RC shall complete each reconciliation within two business days after receipt of a written or emailed request and accompanied by the documentation and information required for it to calculate the accurate revenue amounts. If RC received more funds from Seller than it was entitled to, RC shall remit the excess funds to Seller within two business days of completing the Reconciliation. In addition, the Estimated Payment shall adjust (“Adjusted Estimated Payment”) to reflect the past and expected receipts of Seller. A Reconciliation may be requested at any time during the term of this contract, and there is no limit as to the number of times that such Reconciliation may be requested. In addition, RC may give Seller written notice or notice via email to the e-mail address listed on this contract, requesting a reconciliation to adjust the Estimated Payment (or the Adjusted Estimated Payments, as the case may be) amount to reflect the Seller’s actual past and expected future receipts. Such reconciliation shall be conducted in the same manner detailed in this section for a Seller’s request for reconciliation and Seller shall provide the necessary documentation for such reconciliation to RC. Nothing herein shall be deemed to prevent Seller from requesting a stop or reduction to the Estimate Payment in the event of a material reduction or cessation of its receipts. 4. Authorized Bank Account: Seller shall deposit all of the Future receipts into the single business banking account (the “Account”) acceptable to RC to obtain electronic fund transfer services and/or “ACH” payments. Seller must instruct Seller’s credit card processor, which must be approved by RC, (the “Processor”) to deposit all payment card receipts of Seller into the Account. Seller shall provide RC and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify 3 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 each Seller’s receipts. Seller shall not change any of the passwords without prior written consent from RC. Seller authorizes RC to debit the Estimated Payment (or the Adjusted Estimated Payment amount, if there was a Reconciliation, pursuant to Section A, Paragraph 3 above) from the Account each business day/week/month by either electronic fund transfer services and/or “ACH” payments. 5. Insufficient Funds In Account: Seller understands that it is responsible for advising RC prior to any Estimated Payment via ACH if there will be a shortage of funds. 6. Fiduciary Duty of Seller: Each Seller agrees that it is a fiduciary for RC, and each Seller will hold the Percentage Purchased of its receipts in trust for RC in its capacity as a fiduciary for RC. Until the Purchased Amount has been received in full by RC, the Purchased Percentage of Seller’s receipts, up to the balance of the Purchased Amount, shall be the property of RC. In the event Seller notifies that it is unable or unwilling to collect all or some of Seller’s receipts, Seller shall provide to RC an updated list of Seller’s account debtors and RC shall have the right, without waiving any of its other rights and remedies under this Agreement, to notify the account debtors, processor, any other credit card or payment processor used by Seller, or any third party having monies owed to Seller for its sale or deliver of goods or services (including without limitation Seller’s customers) (together the “Account Debtors”), of the sale of the Percentage Purchased of the Receipts under this Agreement, and to direct the Account Debtors to make payment to RC of all or any portion of the amounts received by the Account Debtors on behalf of Seller. If no Event of Default has occurred, RC shall remit back to Seller the excess above the Percentage Purchased of the Receipts that it collected pursuant to this paragraph within 2 business days of payment and shall provide a reconciliation in accordance with Section A, Paragraph 3. 7. Information To Be Delivered To ROCKET CAPITAL : Seller shall provide to RC any authorizations, bank or financial statements, tax returns, as RC deems necessary in its sole discretion prior to or any time after execution of this Agreement. Seller shall provide the requested documents within five (5) business days after request by RC. Seller authorizes all of its banks, brokers and credit card processors to provide RC with Seller’s banking, brokerage and/or processing history to determine qualification or continuation of the Agreement or for collections upon the event of Default. A photocopy of this authorization shall be deemed acceptable as an authorization for release of financial and credit information. 8. Financial Information Authorization: Seller authorizes RC, its agents, representatives and any credit reporting agency engaged in RC to: (i) Investigate any references given or other statements or data obtained from or about Seller for the purpose of this Agreement. (ii) Obtain consumer and business reports on the Seller. (iii) Contact any current or prior banks of the Seller, to obtain any information regarding Seller’s transactions with said banks, in the furtherance of this Agreement. (iv) Investigate its financial responsibility and history. (v) Update such information and financial and credit reports/profiles from time to time as RC deems appropriate. (vi) Seller Waives to the maximum extent permitted by law any claim for damages against RC or any of its affiliates related to any investigation undertaken by or on behalf of RC 4 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 as permitted by this Agreement or disclosure of information as permitted by this Agreement. SECTION B REPRESENTATIONS, WARRANTIES AND COVENANTS OF SELLER 1. Good Faith, Best Efforts and Commercial Purpose : Seller and each Guarantor represents, warrants and covenants that it will conduct its business in good faith and will use its best efforts to ensure that RC obtains the Purchase Amount. Seller represents, warrants and covenants that it is entering this Agreement for business purposes and not as a consumer for personal, family, or household purposes. 2. Financial Condition And Financial Information : Seller and each Guarantor represents, warrants and covenants that all information provided to RC under Section A, Paragraph 7 or 8, fairly represents the financial condition of Seller and each Guarantor at such dates. 3. Material Change In Business: Seller represents, warrants and covenants that Seller shall notify RC immediately if there are material adverse changes, financial or otherwise, in the operation of Seller or any change in the ownership of Seller. 4. Governmental Compliance: Seller represents, warrants and covenants that Seller is in compliance and shall comply with any and all laws and regulations promulgated by the State or Federal government including State and Federal Taxes. Seller has valid permits, authorizations and licenses to own operate, lease its properties, and to conduct its business in which it is presently engaged and or will engage in hereafter. 5. Authority To Enter Into This Agreement : Seller represents, warrants and covenants that Seller has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 6. Change Of Business Name, Location Or Closing Of Business : Seller shall not conduct Seller’s business under any name other than as disclosed to RC. Seller shall not change its place of business without prior written consent of RC. Seller shall not sell, dispose, transfer or otherwise convey all or substantially all of its business or assets without, (i) The express prior written consent of RC and (ii) The written Agreement of any purchaser or transferee assuming all of Seller’s obligations under this Agreement pursuant to documentation satisfactory to RC. 7. Bankruptcy: Seller represents, warrants and covenants that as of the date of the executed Agreement, Seller is not insolvent, is not contemplating bankruptcy, has not filed any petition for bankruptcy protection under any Title of the United States Bankruptcy code, and to Sellers’s knowledge, there has been no involuntary petition brought or pending against Seller. 8. Business Interruption Insurance: Seller shall maintain business interruption insurance and shall provide RC proof of such insurance upon request. 9. No Conflict with Other Agreements : Seller represents, warrants and covenants that Seller’s execution and performance of this Agreement will not conflict with any other agreement, obligation, promise, court order, administrative order or decree, law or regulation, to which Seller is subject, including any agreement which prohibits the sale or pledge of Seller’s future receipts. 5 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 10. No Stacking: Seller represents, warrants and covenants that Seller shall not enter into any purchase and sale of future receipts or any loan agreement that relates to or involves its future receipts with any party other than RC for the duration of this Agreement, without the prior written consent of RC. 11. No Diversion of Receipts: Seller represents, warrants and covenants that Seller shall not permit any event to occur that could cause a diversion of any of Seller’s Future receivables from the Account to another entity. 12. Negative Pledge: Seller agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the “Collateral” (Defined in Section C paragraph 1). 13. Seller’s Knowledge And Representation: Seller represents, warrants and covenants that it is a sophisticated business entity familiar with the kind of transaction covered by the Agreement and that it was or had the opportunity to be represented by legal counsel prior to signing this Agreement. 14. Title of Receipts: Seller represents, warrants and covenants that Seller has good, complete, unencumbered and marketable title to all future receipts, free and clear of any and all liabilities, liens, claims, changes, restrictions, options, rights, mortgages, security interests, equities, pledges and encumbrances of any kind or nature whatsoever or any other rights or interest that may be inconsistent with the transactions contemplated with or adverse to the interests of RC, other than any liabilities, liens, claims, changes, restrictions, options, rights, mortgages, security interests, equities, pledges and encumbrances of which RC has actual or constructive knowledge or inquiry notice as of the date of agreement. 15. Estoppel Certificate: Seller represents, warrants and covenants that Seller shall, at least one day after notice from RC to Seller, execute, acknowledge and deliver to RC or to any other person, firm, entity specified by RC a statement certifying that this agreement is unmodified and in full force and effect (if modified- the same is in full force and effect as modified and stating the modifications). SECTION C RIGHTS OF ROCKET CAPITAL 1. Security Interest: As security for the performance of all obligations, covenants and agreements of Seller under this Agreement, Seller hereby pledges and grants to RC priority security interest in and lien upon: (a) All accounts receivables and receipts as defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Seller and (b) all proceeds therefrom, as the term is defined in Article 9 of the UCC (together, the “Collateral”). Seller agrees to execute any documents or take any action in connection with this Agreement as RC deems necessary to perfect or maintain RC’s security interest in the Collateral or to effectuate RC’s right of setoff. Seller hereby authorizes RC to file any financing statements deemed necessary by RC to perfect or maintain RC’s security interest. Pursuant to Article 9 of the Uniform Commercial Code, upon any Event of Default hereunder, RC has control over and may direct the disposition of the Collateral, without further consent of Seller. Upon any Event of Default hereunder, RC shall have the right, without notice or demand of any kind, to notify account debtors of RC’s lien and collect any amount owed to RC directly from the account debtors. 2. Fees: Underwriting fee 10% of the Purchase Amount to cover underwriting related expenses. (Will be deducted from Purchase Price). Seller agrees that the Fees are reasonable. 6 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 3. Refinance/Payoff: At the time of this Agreement, Seller may have an existing balance, in which Seller previously sold its future receipts, with (i) RC (ii) another purchaser. Seller must disclose any prior Agreement to RC prior to signing this Agreement. Seller may opt to refinance or payoff its prior balance with part or all of the Purchase Price in order to enter this Agreement with RC. Seller shall direct RC to refinance or payoff its prior balance. 4. Intentionally Omitted. 5. Phone Recordings and Contact: Seller and each Guarantor agrees that any call between RC and Seller, their agents, representatives and employees may be recorded and monitored. In addition, Seller and each Guarantor agrees that: (i) It has an established business relationship with RC including its employees and agents, and that Seller may be contacted, via phone, mail or email, from time-to-time regarding this Agreement or other related business transactions. (ii) Such communications and contacts are not unsolicited or inconvenient. (iii) Any such contact may be made by any phone number including cell phone numbers, email address, or facsimile number given to RC by Seller, its agents, representatives or employees. (iv) Seller and each Guarantor acknowledge that such calls or electronic communications may incur a charge or fee from the company that provides them with telecommunications, wireless, and/or Internet services, and that RC has no liability for any such charges. 6. Publicity: RC may, at its discretion, use Seller and each Guarantor’s name in listings of clients, and in marketing and advertising materials. 7. SERVICE OF PROCESS: IN ADDITION TO THE METHODS OF SERVICE ALLOWED BY NEW YORK RULES OF CIVIL PROCEDURE, SELLER AND GUARANTOR HEREBY CONSENTS TO SERVICE OF PROCESS UPON IT BY REGISTERED OR CERTIFIED MAIL, RETURN RECEIPT REQUESTED TO THE ADDRESSES PROVIDED ON PAGE 1 OF THIS AGREEMENT. SERVICE HEREUNDER SHALL BE COMPLETE SELLER’S OR GUARANTOR’S ACTUAL RECEIPT OF PROCESS OR UPON ROCKET CAPITAL’S RECEIPT OF THE RETURN THEREOF BY THE UNITED STATES POSTAL SERVICE AS REFUSED OR UNDELIVERABLE. SELLER AND GUARANTOR MUST PROMPTLY NOTIFY ROCKET CAPITAL, IN WRITING, OF EACH AND EVERY CHANGE OF ADDRESS TO WHICH SERVICE OF PROCESS CAN BE MADE. 8. D/B/A’s. Seller hereby acknowledges and agrees that RC may be using “doing business as” or “d/b/a” names or acting through authorized agents in connection or related to this Agreement, including, but not limited to, the filing of UCC-1 financing statements. SECTION D EVENTS OF DEFAULT 1. Events of Default: The occurrence of any of the following events shall constitute an “Event of default” and RC shall be intitled to pursue without limitation any of the Remedies under Section D (2) immediately and without notice to Seller in addition to any remedy available to RC under the law, in equity or otherwise pursuant to this Agreement. (i) Seller or Guarantor violates any term, covenant, warranty, or condition in this Agreement. 7 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 (ii) Seller intentionally with RC’s right to collect the Percentage Purchased; (iii) Any representation or warranty by Seller in the Agreement shall prove to have been incorrect, false or misleading in any material respect when made; (iv) Seller notifies RC that it is unilaterally terminating the Agreement or Seller notifies RC of Seller’s intent to breach the Agreement; (v) Seller transfers or sells all or substantially all of its assets without the prior written consent of RC. However, to be clear, (a) a bankruptcy filing or (b) if Seller goes out of business in ordinary course, shall not be an event of default; (vi) On five or more occasions, Seller fails to give RC advance notice that there will be insufficient funds in the Account such that the ACH of the Estimate Payment will not be honored by Selller’s bank, and has not requested a reconciliation in accordance with Section A, Paragraph 3, and fails to reasonably respond to RC’s communications seeking to ascertain the circumstances of the insufficient funds; and (vii) Seller causes its account to stop allowing RC to withdraw the Estimated Payment from the account and (a) Seller does not notify RC by email at info@rocketcapllc.com, within two business days of a valid reason for causing the account to stop clearing payments, and (b) Seller has not requested a Reconciliation (as defined in Section A, Paragraph 3). (viii) Seller refuses to participate in a reconciliation to adjust the Adjusted Estimated Payment pursuant to Section A paragraph 3. (ix) Seller notifies RC that it is unable or unwilling to collect all or some of Seller’s receipts that have been sold to RC pursuant to this Agreement and Seller Refuses to provide to RC a list of Seller’s Account Debtors to intentionally hampers RC’s ability to Collect the Percentage Purchased from the Account Debtors. 2. Protections Against Default: The following protections may be invoked by RC immediately and without notice to Seller if any Event of Default occurs. (i) The full uncollected Purchase Amount plus all fees under section C (2) and Section D (4) due under the Agreement. (ii) RC may enforce the provisions of the Limited Personal Guaranty of performance – Attached to this Agreement – against the Guarantor. (iii) RC may enforce its security interest in the collateral under Section C (1). (iv) RC may proceed to protect and enforce its right and remedies by bringing a legal action against Seller and Guarantor pursuant to the Agreement in addition to any remedy available RC under the law or in equity. In said action if judgment should be granted in favor for RC against Seller or Guarantor, Seller and Guarantor shall be liable for RC’s costs of said action, including but not limited to collection costs, reasonable attorneys’ fees, and court costs. (v) RC 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 RC. (vi) RC may notify Seller’s Account Debtors and request said Account Debtors and to request said credit card processor to remit payments to RC for any remaining balance under the Purchase Amount on behalf of seller. 3. Statutes of Limitations: Any claim not asserted by Seller or Guarantor against RC one year of its accrual will be time-barred. 8 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 4. Costs and Legal Fees: Seller and Guarantor shall be responsible to pay all of RC’s reasonable costs associated with any Event of Default and the enforcement thereof, including but not limited to collection fees and or attorney fees, which may include a contingency fee of up to 33% of the amount demanded, and costs of suit. SECTION E MISCELLANEOUS 1. No Modification: No modification, amendment waiver or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by RC. 2. Assignment: RC may assign, transfer or sell its rights to receive the Purchase Amount or delegate its duties hereunder, either in whole or in part, with or without prior written notice to Seller. 3. Notice: Except for Service of Process under Section C (7), all notices and other communications to Seller and Guarantor, required or permitted to be given shall be in writing, and shall be deemed duly given as follows: (a) on the date delivered if personally delivered, (b) on the date sent by facsimile with automatic confirmation by the transmitting machine showing the proper number of pages were transmitted without error to the addresses listed on page 1, (c) on the next business day if sent by overnight mail by Federal Express or other recognized overnight mail service to the addresses listed on page 1, or (d) five business days after mailing, if mailed by certified or registered mail, return receipt requested, in each case addressed to the parties at their respective addresses set forth on page 1 of this agreement. 4. Waiver: No course of dealing or omission or delay on the part of RC in asserting or exercising any right hereunder shall constitute or operate as a waiver of any such right. No waiver by RC of any provision hereof shall be effective, unless in writing and signed by RC. No waiver by RC shall be deemed a continuing waiver or waiver in respect of any other or subsequent breach or default, unless expressly so stated in writing. 5. Severability: The provisions hereof are severable and in the event that any provision of this Agreement shall be determined to be invalid or unenforceable in any respect by a court of competent jurisdiction, the remaining provisions hereof shall not be affected, but shall, subject to the discretion of such court, remain in full force and effect, and any invalid or unenforceable provision shall be deemed, without further action on the part of the parties hereto, amended and limited to the extent necessary to render such provision, as so amended and limited, valid and enforceable. 6. Titles and Captions: The titles, captions and Sections of this Agreement are for convenience of reference only and do not in any way define or interpret the intent of the parties or modify or otherwise affect any of the provisions hereof and shall not affect the construction or interpretation of any provision hereof. 7. Survival of Representation: All representations, warranties, and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated. 8. Entire Agreement: This Agreement contains a complete statement of the agreement and supersedes all prior agreements and understandings. 9 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 9. Governing Law: This Agreement shall be governed by, interpreted and enforced in accordance with the laws of the State of New York, without regard to choice or conflict of laws principles that would defer to the substantive laws of any other jurisdiction . 10. Forum and Venue Selection: Any litigation, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving Rocket capital on one side and any Seller or any Guarantor on the other must be commenced and maintained in any state court located in any County in the State of New York (the “Acceptable Forums”). The parties agree that the Acceptable Forums are convenient, submit to the jurisdiction of the Acceptable Forums, and waive any and all objections to the jurisdiction or venue of the Acceptable Forums. If any litigation is initiated in any other venue or forum, the parties waive any right to oppose any motion or application made by any party to transfer such litigation to an Acceptable Forum. Notwithstanding any provision in this Agreement to the contrary, in addition to the Acceptable Forums, any application to confirm an arbitration award and any action or proceeding to enforce a judgment or arbitration award against any Seller or Guarantor to collect any amount due to Rocket capital may be commenced and maintained in any other court that would otherwise be of competent jurisdiction, and each Seller and each Guarantor agree that those courts are convenient, submit to the jurisdiction of those courts, waive any and all objections to the jurisdiction or venue of those courts, and may oppose any motion or application made by any party to transfer any such litigation to an Acceptable Forum. 11. Arbitration: Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving Rocket capital on one side and any Seller or any Guarantor on the other, including, but not limited to issues of arbitrability, will, at the option of any party to such action or dispute, be determined by arbitration in the State of New York. A judgment of the court shall be entered upon the award made pursuant to the arbitration. The arbitration will be administered either by the American Arbitration Association under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.adr.org, by Arbitration Services, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.arbitrationservicesinc.com, by JAMS under its Streamlined Arbitration Rules & Procedures as are in effect at that time, which rules are available at www.jamsadr.com, or by Resolute Systems, LLC under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.resolutesystems.com. Once an arbitration is initiated with one of these arbitral forums, it must be maintained exclusively before that arbitral forum and no other arbitral forum specified herein may be used. As a prerequisite to making a motion to compel arbitration in any litigation, the party making the motion must first file a demand for arbitration with the chosen arbitral tribunal and pay all required filing and/or administrative fees. If the American Arbitration Association is selected, then notwithstanding any provision to the contrary in its Commercial Arbitration Rules, the Expedited Procedures will always apply and its Procedures for Large, Complex Commercial Disputes will not apply. Notwithstanding any provision to the contrary in the arbitration rules of the arbitral forum selected, the arbitration will be heard by one arbitrator and not by a panel of arbitrators, any arbitration hearing relating to this Agreement must be held in the State of New York. Any party, representative, or witness in an arbitration hearing will be permitted to attend, participate, and testify remotely by telephone or video conferencing, and the arbitrator appointed will not be required to be a national of a country other than that of the parties to the arbitration. Each Seller acknowledges and agrees that this Agreement is the product of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, that the transactions contemplated under this Agreement will be made by wire transfer and ACH, which are also instrumentalities of interstate commerce, and that this Agreement therefore evidences a transaction affecting interstate commerce. Accordingly, notwithstanding any provision in this Agreement to the contrary, all matters of arbitration relating to this Agreement will be governed 10 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 202404160016 IndexNO. INDEX #: 138669-2024 138669-2024 FILED: ONTARIO COUNTY CLERK 04/15/2024 05:52 PM NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 04/15/2024 Rocket Capital NY LLC info@rocketcapllc.com 786-501-7105 LIMITED PERSONAL GUARANTEE OF PERFORMANCE 1. Definitions: Capitalized terms used herein without definition shall have the meanings assigned to them in the Agreement for the Purchase and Sale of Future Receipts attached her