Preview
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024
EXHIBIT A
EXHIBIT A
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024
OFFER SUMMARY - REVENUE BASED FINANCING
Funding This is how much funding Fora Financial
$ 74,690.00
Provided Advance, LLC will provide. Due to
deductions or payments to others, the
total funds that will be provided to you
directly is $ 74,690.00 . For more
information on what amounts will be
deducted, please review the attached
document "Itemization of Amount
Financed."
Estimated APR is the estimated cost of your
114.89 %
Annual financing expressed as a yearly rate. APR
Percentage Rate incorporates the amount and timing of
(APR) the funding you receive, finance charges
you pay, and the periodic payments you
make. This calculation assumes your
estimated average monthly income
through sales of goods and services will
be $ 101,918.12. Since your actual
income and actual number of payments
may vary from our estimate, your
effective APR may also vary.
APR is not an interest rate. The cost of
this financing is based upon fees charged
by Fora Financial Advance, LLC rather
than interest that accrues over time.
Doc ID: 72698fc22ed701d531ffa2c81861ee1e6f6854e9
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024
Finance Charge This is the dollar cost of your financing.
$ 35,420.00
Your finance charge will not increase if
you take longer to pay off what you owe.
Estimated Total This is the total dollar amount of
$ 110,110.00
Payment Amount payments we estimate you will make
under the contract.
Estimated $ 12,223.47 Although this financing does not have
Monthly Cost monthly payments, this is our calculation
of your estimated monthly cost for
comparison purposes.
Estimated
$ 2,822.35 / Weekly
Payment
We anticipate that you may need a true-up or adjustment of your
payment amount after 1 month of approximately 420.58 .
We based your payment on 12.00% of your estimated [daily] sales
revenue. Because we cannot predict the exact dollar amount of sales
revenue your business will collect in the future, your payment is
"Estimated."
Payment Terms Each week , the Estimated Payment will be debited from
your business bank account.If a debit is scheduled for a bank holiday,
the Estimated Payment will be debited the next business day, plus the
regularly scheduled Estimated Payment scheduled for that day.
The Estimated Payment is based on 12.00% of your estimated
business receipts and on your average monthly income. There is not a
fixed payment schedule and there is no minimum payment amount.
You have the right to obtain a lower payment amount if you
demonstrate that your payments exceed 12.00% of your actual
business receipts during any given month. For more details on your
rights, see Section 1.3 of your contract.
Estimated Term 273.85 Based on assumptions we made
day(s)
about your income, this is our
estimate of how long it will take to
collect amounts due to us under
your contract.
Doc ID: 72698fc22ed701d531ffa2c81861eele6f6854e9
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024
Prepayment If you pay off the financing faster than required, you still must pay all
or a portion of the finance charge, up to $ 35,420.00 based upon
our estimates.
If you pay off the financing faster than required, you will not be
required to pay additional fees.
Collateral This agreement includes a sale and security interest in future sales
Requirements proceeds.
Applicable law requires this information to be provided to you to help you make an
informed decision. By signing below, you are confirming that you received this
information.
9
1 01 / 10 / 2024
Recipient Signature Date
Doc ID: 72698fc22ed701d531ffa2c81861ee1e6f6854e9
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024
ITEMIZATION OF AMOUNT FINANCED
1. Amount Given Directly to You $ 74.690.00
2. Origination Fee $ 2.310.00
3. Amount paid on your behalf to third parties (3a + 3b)
$ 0.00
3a. Third Party
3b. Third Party
4. Amount Paid on Your Account with Us $ 0.00
5. Amount Provided to You or on Your Behalf (1 + 2 + 3+4) $ 77,000.00
6. Prepaid Finance Charges: Processing Fee $ 2,310.00
7. Amount Financed (5 minus 6) $ 74,690.00
Disclosure Generated on: 01/10/2024 05:19 PM
Doc ID: 72698fc22ed701d531ffa2c81861ee1e6f6854e9
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 Fora RECEIVED
Financial NYSCEF:
Advance, 04/18/2024
LLC
1385 Broadway, 15th Floor
F I N A N C IA L
New York, NY, 10018
Purchase and Sale of Future Receivables Agreement (Revenue Advance)
Seller:
WJY USA INC. dba WJY USA INC.
Purchaser:
Fora Financial Advance, LLC
PURCHASE AND SALE OF FUTURE RECElVABLES
Fora Financial Advance, LLC (together with its successors and/or assigns, the "Purchaser") hereby purchases from the
merchant set forth above (the "Seller"), a percentage, as specified below (the "Purchased Percentage"), of the proceeds
of each future sale by Seller whether the proceeds are paid by cash, check, ACH and other electronic transfers, credit
card, debit card, bank card, charge card (each such card shall be referred to herein as a "Credit Card") and/or other
means (collectively "Future Sale Proceeds") until Purchaser has received the amount specified below (the "Purchased
Amount") for the purchase price ("Purchase Price") set forth below:
Purchase Price:
Purchased Percentage: %
Purchased Amount:
Initial Remittance Amount: $12.975.95 I (Section 1.3 explains how to request a reconciliation to change this amount
to reflect Seller's actual Future Sale Proceeds)
TheInilliffiiñ(itancewillbede+tedonthethirdbusiIessday-ãfter
tise-dale-Purcliiiiifilli-bTiriãs-tfii-fuiEliif
amount(the
Remittance Frequency: -Disbursant AmounQ.ADsubsequent wmbedebitedeveryseven(7)daysthereafter,unless
remittances onsaidday
thebankisnotopen;then,itwillbedebitedthenextbusiness day.
Disbursement Amount:
(PurchasePriceLess ProcessingFee)
Fees: Processing Fee: $
Insufficient Funds Fee: $135.00 I
Wire Transfer Fee: 9150.00 I
*lf you elect to receive your funds via wire transfer, a separate fee may be deducted directly from your bank account in the amount indicated above.
There is no interest rate or payment schedule and no time 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 constitute 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 representations, warranties and covenants in this
Agreement, which are designed to give Purchaser a reasonable and fair opportunity to receive the benefit of its
bargain.
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2019-10-23.003Con-FDR-RevAdv Page:1 of 13 / nn,- in 7c [.oar,-99-avr dar airf.9,-ain, 1.,
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEFSeller's
DOC.information
NO. 3 RECEIVED NYSCEF: 04/18/2024
DBA: WJY USA INC. Legal Entity
Business Legal Name:
WJY USA INC.
Business Phone: Fax #:
Federal State # (Tax D) Mobile #
Website Email:
. initial Here: #1
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FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024
Performance Guaranty
In Consideration of Purchaser entering into this Agreement, and to induce Purchaser to enter into this Agreement, the
undersigned principal(s) of Seller (the "Guarantors") hereby personally and unconditionally guarantees the performance
by Seller of all of its obligations hereunder and further guarantees the accuracy, truthfulness and completeness of all
representations, warranties and covenants made by Seller herein as more specifically set forth in this Agreement. The
foregoing guaranties shall be continuing and irrevocable and Guarantor hereby waives demand of payment, notice
and presentment and agrees that Purchaser may proceed
directly against Guarantor without first proceeding against
Seller. Guarantor further guarantees payment of all costs, expenses and attorney fees which may be incurred as a result
of Seller's default in the performance of its obligations or as a result of Guarantor's default under this guaranty.
Guarantor authorizes Purchaser and its agents and representatives and any and all credit reporting agency employed
by Purchaser to investigate any references given or any other statements of data obtained from or about Guarantor and to
order, receive and review consumer or business credit reports at any time now or in the future on Guarantor.
GUARANTOR1 GUARANTOR3
By signing below, I agree to the terms of this Agreement By signing below, I agree to the terms of this Agreement
including the Performance Guaranty above. I have read this including the Performance Guaranty above. I have read this
Agreement and acknowledge that this Agreement contains Agreement and acknowledge that this Agreement contains
Waiver of Jury Trial, Arbitration and Class Action clauses. I Waiver of Jury Trial, Arbitration and Class Action clauses. I
agree to be bound by the Waiver of Jury Trial, Arbitration and agree to be bound by the Waiver of Jury Trial, Arbitration and
Class Action clauses. Class Action clauses.
Jiayi Wang
Name (Print) N Pr
Name (Sign): Narn ( igr)
SS #
% Owned:
City: tate: Cit State: Zi :
Phone #: ,Mobile #: Phone #: Mobile #:
Date Signed: )1 / 10 / 2024 Date Signed:
GUARANTOR 4
GUARANTOR 2
By signing below, I agree to the terms of the Agreement
By signing below, I agree to the terms of this Agreement
including Performance Guaranty above. I have read this
including the Performance Guaranty above. I have read this Agreement and acknowledge that this Agreement contains
Agreement and acknowledge that this Agreement contains
Waiver of Jury Trial, Arbitration and Class Action clauses. I
Waiver of Jury Trial, Arbitration and Class Action clauses. I
agree to be bound by the Waiver of Jury Trial, Arbitration and
agree to be bound by the Waiver of Jury Trial, Arbitration and
Class Action clauses.
Class Action clauses.
Name (Prin Name (Print
Name (Sign): Name (Sign.
SS # | % Owned: SS # % Owned:
Home Address:
Home Address:
oty:
City: tate: State: zip:
Phone #: Mobile #: Phone #: Mobile #:
Signed: Date Signed:
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FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024
SELLER1 SELLER3
By signing below, I agree to the terms of this Agreement. I By signing below, I agree to the terms this Agreement. I
have read this Agreement and acknowledge that this have read this Agreement and acknowledge that this
Agreement contains Waiver of Jury Trial, Arbitration and Agreement contains Waiver of Jury Trial, Arbitration and
Class Action clauses. I agree to be bound by the Waiver of Class Action clauses. I agree to be bound by the Waiver of
Jury Trial, Arbitration and Class Action clauses. Jury Trial, Arbitration and Class Action clauses.
Name (Print) iayi Name (Print):
Wang
Name (Sign): Name (Sign):
Title: Date Signed: )1 / 10 / 20) Title: Date Signed:
SELLER2 SELLER4
By signing below, I agree to the terms of this Agreement. I By signing below, I agree to the terms of this Agreement. I
have read this Agreement and acknowledge that this have read this Agreement and acknowledge that this
Agreement contains Waiver of Jury Trial, Arbitration and Agreement contains Waiver of Jury Trial, Arbitration and
Class Action clauses. I agree to be bound by the Waiver of Class Action clauses. I agree to be bound by the Waiver of
Jury Trial, Arbitration and Class Action clauses. Jury Trial, Arbitration and Class Action clauses.
Name (Print): Name (Print):
Name (Sign):
Name (Sign):
Title: Date Signed:
NOTICE OF CONSENT TO ELECTRONIC COMMUNICATIONS: Seller and each Guarantor hereby consents and authorizes Purchaser and its
affiliates to contact Seller and Guarantor(s) at any telephone number or email address they provide, using any means of communication associated
with the telephone number or email address, including, but not limited to, text messages via an automatic telephone dialing system. All automated
communications systems will have an opt-out procedure in adherence to applicable law.
By initialing here Seller and each Guarantor affirmsthat they have read the Notice of Consent to Electronic Communications:
To help the government fight the funding of tenorism and money laundering activities, Federal law requires all financial institut ions to obtain, verify,
and record information that identifies every customer. What this means to you: At the time of application and during our relationship, we will request
your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other
identifying documents.
2019-10-23.003 Con-FDR-RevAdv PoÃSd At 19
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF NO.CONDITIONS
DOC.AND
1. TERMS 3 OF PURCHASE AND SALE OF FUTURE SALEPROCEEDS RECEIVED NYSCEF: 04/18/2024
Section 1.1(a) In exchange for the foregoing, Seller hereby agrees
(i) to deposit all Future Sale Proceeds into the Bank Account(s) identified
in Exhibit A attached hereto ("the Bank Account") (ii) to identify for Purchaser in Exhibit A all other existing Bank Accounts and to
provide updated information regarding future Bank Accounts maintained or used by Seller; (iii) not to deposit any funds into the Bank
Account other than Future Sale Proceeds, or, if any such deposits are made, to notify Seller as soon as practicable; (iv) to enter into a
Credit Card processing agreement reasonably acceptable to and approved by the Purchaser with a Credit Card Processor (the "Credit
Processor,"
Card who shall serve as Seller's sole Credit Card Processor), in order to obtain Credit Card processing services, and
instruct the Credit Card Processor to deposit all Credit Card receipts of Seller into the Bank Account.
request, may At Seller's Purchaser
review any Credit Card processing agreement that Seller has entered into before the date of this Agreement, and Purchaser may approve
any Credit Card processing agreement at Purchaser's sole discretion. The obligations of Purchaser under this Agreement will not be
effective unless and until Purchaser has completed its review of the Seller and has accepted this Agreement by delivering the Purchase Price.
(b) Seller shall maintain the Bank Account until all obligations are satisfied under this Agreement. Additionally, Seller will ensure that all funds
arising from Future Sale Proceeds are deposited in, or otherwise credited to, the Bank Account.
(c) Seller and Purchaser acknowledge and agree that the Purchase Price paid by Purchaser in exchange for the Purchased
Amount of Future Sale Proceeds is a purchase of the Purchased Amount and is not intended to be, nor shall it be construed as, a
loan from Purchaser to Seller. Each Future Sale Proceeds purchased by Purchaser hereunder represents a bona fide
sale by
Seller to a customer. Future Sale Proceeds purchased by Purchaser shall be owned by Seller free and clear of all encumbrances.
(d) There is no interest rate or payment schedule and no time 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 constitute a breachof 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 representations, warranties and covenants in this Agreement, which are designed to give
Purchaser a reasonable and fair opportunity to receive the benefit of its bargain.
Section 1.2 Seller authorizes Purchaser and its agents to initiate electronic checks or ACH transfers in amounts as specified in Section 1.3 and
authorizes the holding the Bank Account
bank (the "Bank") and all applicable third parties to provide to Purchaser and its agents all
information necessary to permit them to determine the amount to be delivered to Purchaser and initiate such electronic check or ACH
transfers. Fora will debit the Remittance Amount according to the Remittance Frequency. If the Remittance Frequency is daily (Monday -
Friday), and a scheduled debit would occur on a day on which the bank was not open to process ACH transactions or if the bank was
unable to process ACH transactions due to a disruption of the ACH payment network, Purchaser will debit the Bank Account for an amount
equal to the sum of; (i) the Remittance Amount due on that day, plus (ii) theRemittance Amount due on the preceding day when the bank
was not open or could not process ACH transactions. If the Remittance Frequency is weekly, Purchaser may change the Remittance
Frequency to daily if Seller's weekly remittance is rejectedfor insufficient funds two or more times during the course of this Agreement.
Section1.3 Changes to the Remittance Amount (IMPORTANTPROTECTION FOR SELLER).
(a) The Initial Remittance Amount is intended to represent the Purchased Percentage of Seller's Future Sale Proceeds. Once each
calendar month, either Purchaser or Seller may request a reconciliation to adjust the Remittance Amount to more closely reflect Seller's
actual Future Sale Proceeds times the Purchased Percentage (a "Reconciliation").
i. Request from Seller: To request a Reconciliation call ore-mail
CustomerService@ForaFinancial.com.
ii. Request from Purchaser: Purchaser may request a Reconciliation by first class mail sent to Seller's Business
Address or email address shown in this Agreement, unless Seller notifies Purchaser of an alternative mail or email
address.
(b) Seller agrees to provide Purchaser any information requested by Purchaser to assist in a Reconciliation ("Reconciliation
Information") within five days after a request. Within five days after Purchaser's reasonable verification of the Reconciliation
Information, Purchaser shall adjust the Remittance Amount on a going-forward basis to more closely reflect the Seller's actual Future
Sales Proceeds times the Purchased Percentage. Purchaser shall notify Seller prior to any such adjustment. After each adjustment
made pursuant to this paragraph, the new dollar amount shall be deemed the Remittance Amount until any later adjustment.
2019-10-23.003 Con-FDR-RevAdv Page:5 of 13
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FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024
NYSCEF DOC. NO. 3 days' RECEIVED NYSCEF: 04/18/2024
(c) If Seller fails to timely provide Reconciliation Information after 5 notice to Seller, Purchaser may adjust the
Remittance Amount to the Initial Remittance Amount until any later adjustment.
Section 1.4 If at any time Seller informs Purchaser or Purchaser learns that a deposit has been made into the Bank Account
that represents something other than Future Sale Proceeds, and Purchaser has removed the Purchased Percentage from such
deposit, Purchaser shall either, at its option, return such amount to the Bank Deposit or deduct such amount from its next
withdrawal of the Purchased Percentage of Future Sale Proceeds.
Section 1.5 Seller will pay Purchaser a processing fee as stated above at the time Seller signs this Agreement, or Purchaser
may deduct the processing fee from the Purchase Price.
Section1.6
"accounts"
(a) The Future Sale Proceeds sold by Seller to Purchaser pursuant to this Agreement are 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 constitute and shall be construed and treated for all purposes as a true and
complete sale, conveying good title to the Future Sale Proceeds free and clear of any liens and encumbrances, from
"accounts" intangibles"
Seller to Purchaser. To the extent the Future Sale Proceeds are or "payment then (i) the sale of
the Future Sale Proceeds creates a security interest as defined in the UCC; (ii) this Agreement constitutes 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 Sale Proceeds. Seller further agrees that, with or without an Event of Default, Purchaser may notify account
debtors, or other persons obligated on the Future Sale Proceeds, or holding the Future Sale Proceeds, of Seller's sale of
the Future Sale Proceeds and may instruct them to make payment or otherwise render performance to or for the
benefit of Purchaser.
(b) Seller authorizes Purchaser to file one or more UCC-1 forms consistent with the UCC to give notice that the Purchased
Amount of Future Sale Proceeds is the sole property of Purchaser. The UCC filing may state that such sale is intended to be
a sale andnot an assignment for security and may state that the Seller is prohibited from obtaining any financing that
impairs the value of the Future Sale Proceeds or Purchaser's right to collect same.
Secti
Preview
FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024 EXHIBIT A EXHIBIT A FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024 OFFER SUMMARY - REVENUE BASED FINANCING Funding This is how much funding Fora Financial $ 74,690.00 Provided Advance, LLC will provide. Due to deductions or payments to others, the total funds that will be provided to you directly is $ 74,690.00 . For more information on what amounts will be deducted, please review the attached document "Itemization of Amount Financed." Estimated APR is the estimated cost of your 114.89 % Annual financing expressed as a yearly rate. APR Percentage Rate incorporates the amount and timing of (APR) the funding you receive, finance charges you pay, and the periodic payments you make. This calculation assumes your estimated average monthly income through sales of goods and services will be $ 101,918.12. Since your actual income and actual number of payments may vary from our estimate, your effective APR may also vary. APR is not an interest rate. The cost of this financing is based upon fees charged by Fora Financial Advance, LLC rather than interest that accrues over time. Doc ID: 72698fc22ed701d531ffa2c81861ee1e6f6854e9 FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024 Finance Charge This is the dollar cost of your financing. $ 35,420.00 Your finance charge will not increase if you take longer to pay off what you owe. Estimated Total This is the total dollar amount of $ 110,110.00 Payment Amount payments we estimate you will make under the contract. Estimated $ 12,223.47 Although this financing does not have Monthly Cost monthly payments, this is our calculation of your estimated monthly cost for comparison purposes. Estimated $ 2,822.35 / Weekly Payment We anticipate that you may need a true-up or adjustment of your payment amount after 1 month of approximately 420.58 . We based your payment on 12.00% of your estimated [daily] sales revenue. Because we cannot predict the exact dollar amount of sales revenue your business will collect in the future, your payment is "Estimated." Payment Terms Each week , the Estimated Payment will be debited from your business bank account.If a debit is scheduled for a bank holiday, the Estimated Payment will be debited the next business day, plus the regularly scheduled Estimated Payment scheduled for that day. The Estimated Payment is based on 12.00% of your estimated business receipts and on your average monthly income. There is not a fixed payment schedule and there is no minimum payment amount. You have the right to obtain a lower payment amount if you demonstrate that your payments exceed 12.00% of your actual business receipts during any given month. For more details on your rights, see Section 1.3 of your contract. Estimated Term 273.85 Based on assumptions we made day(s) about your income, this is our estimate of how long it will take to collect amounts due to us under your contract. Doc ID: 72698fc22ed701d531ffa2c81861eele6f6854e9 FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024 Prepayment If you pay off the financing faster than required, you still must pay all or a portion of the finance charge, up to $ 35,420.00 based upon our estimates. If you pay off the financing faster than required, you will not be required to pay additional fees. Collateral This agreement includes a sale and security interest in future sales Requirements proceeds. Applicable law requires this information to be provided to you to help you make an informed decision. By signing below, you are confirming that you received this information. 9 1 01 / 10 / 2024 Recipient Signature Date Doc ID: 72698fc22ed701d531ffa2c81861ee1e6f6854e9 FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024 ITEMIZATION OF AMOUNT FINANCED 1. Amount Given Directly to You $ 74.690.00 2. Origination Fee $ 2.310.00 3. Amount paid on your behalf to third parties (3a + 3b) $ 0.00 3a. Third Party 3b. Third Party 4. Amount Paid on Your Account with Us $ 0.00 5. Amount Provided to You or on Your Behalf (1 + 2 + 3+4) $ 77,000.00 6. Prepaid Finance Charges: Processing Fee $ 2,310.00 7. Amount Financed (5 minus 6) $ 74,690.00 Disclosure Generated on: 01/10/2024 05:19 PM Doc ID: 72698fc22ed701d531ffa2c81861ee1e6f6854e9 FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 Fora RECEIVED Financial NYSCEF: Advance, 04/18/2024 LLC 1385 Broadway, 15th Floor F I N A N C IA L New York, NY, 10018 Purchase and Sale of Future Receivables Agreement (Revenue Advance) Seller: WJY USA INC. dba WJY USA INC. Purchaser: Fora Financial Advance, LLC PURCHASE AND SALE OF FUTURE RECElVABLES Fora Financial Advance, LLC (together with its successors and/or assigns, the "Purchaser") hereby purchases from the merchant set forth above (the "Seller"), a percentage, as specified below (the "Purchased Percentage"), of the proceeds of each future sale by Seller whether the proceeds are paid by cash, check, ACH and other electronic transfers, credit card, debit card, bank card, charge card (each such card shall be referred to herein as a "Credit Card") and/or other means (collectively "Future Sale Proceeds") until Purchaser has received the amount specified below (the "Purchased Amount") for the purchase price ("Purchase Price") set forth below: Purchase Price: Purchased Percentage: % Purchased Amount: Initial Remittance Amount: $12.975.95 I (Section 1.3 explains how to request a reconciliation to change this amount to reflect Seller's actual Future Sale Proceeds) TheInilliffiiñ(itancewillbede+tedonthethirdbusiIessday-ãfter tise-dale-Purcliiiiifilli-bTiriãs-tfii-fuiEliif amount(the Remittance Frequency: -Disbursant AmounQ.ADsubsequent wmbedebitedeveryseven(7)daysthereafter,unless remittances onsaidday thebankisnotopen;then,itwillbedebitedthenextbusiness day. Disbursement Amount: (PurchasePriceLess ProcessingFee) Fees: Processing Fee: $ Insufficient Funds Fee: $135.00 I Wire Transfer Fee: 9150.00 I *lf you elect to receive your funds via wire transfer, a separate fee may be deducted directly from your bank account in the amount indicated above. There is no interest rate or payment schedule and no time 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 constitute 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 representations, warranties and covenants in this Agreement, which are designed to give Purchaser a reasonable and fair opportunity to receive the benefit of its bargain. Initial Here: #1 #2 #3 #4 2019-10-23.003Con-FDR-RevAdv Page:1 of 13 / nn,- in 7c [.oar,-99-avr dar airf.9,-ain, 1., FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEFSeller's DOC.information NO. 3 RECEIVED NYSCEF: 04/18/2024 DBA: WJY USA INC. Legal Entity Business Legal Name: WJY USA INC. Business Phone: Fax #: Federal State # (Tax D) Mobile # Website Email: . initial Here: #1 2019-10-23.003 Con-FDR-RevAdv Page:2 of 13 10 98fc22e67t V airfascanar 198f6854e9 FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024 Performance Guaranty In Consideration of Purchaser entering into this Agreement, and to induce Purchaser to enter into this Agreement, the undersigned principal(s) of Seller (the "Guarantors") hereby personally and unconditionally guarantees the performance by Seller of all of its obligations hereunder and further guarantees the accuracy, truthfulness and completeness of all representations, warranties and covenants made by Seller herein as more specifically set forth in this Agreement. The foregoing guaranties shall be continuing and irrevocable and Guarantor hereby waives demand of payment, notice and presentment and agrees that Purchaser may proceed directly against Guarantor without first proceeding against Seller. Guarantor further guarantees payment of all costs, expenses and attorney fees which may be incurred as a result of Seller's default in the performance of its obligations or as a result of Guarantor's default under this guaranty. Guarantor authorizes Purchaser and its agents and representatives and any and all credit reporting agency employed by Purchaser to investigate any references given or any other statements of data obtained from or about Guarantor and to order, receive and review consumer or business credit reports at any time now or in the future on Guarantor. GUARANTOR1 GUARANTOR3 By signing below, I agree to the terms of this Agreement By signing below, I agree to the terms of this Agreement including the Performance Guaranty above. I have read this including the Performance Guaranty above. I have read this Agreement and acknowledge that this Agreement contains Agreement and acknowledge that this Agreement contains Waiver of Jury Trial, Arbitration and Class Action clauses. I Waiver of Jury Trial, Arbitration and Class Action clauses. I agree to be bound by the Waiver of Jury Trial, Arbitration and agree to be bound by the Waiver of Jury Trial, Arbitration and Class Action clauses. Class Action clauses. Jiayi Wang Name (Print) N Pr Name (Sign): Narn ( igr) SS # % Owned: City: tate: Cit State: Zi : Phone #: ,Mobile #: Phone #: Mobile #: Date Signed: )1 / 10 / 2024 Date Signed: GUARANTOR 4 GUARANTOR 2 By signing below, I agree to the terms of the Agreement By signing below, I agree to the terms of this Agreement including Performance Guaranty above. I have read this including the Performance Guaranty above. I have read this Agreement and acknowledge that this Agreement contains Agreement and acknowledge that this Agreement contains Waiver of Jury Trial, Arbitration and Class Action clauses. I Waiver of Jury Trial, Arbitration and Class Action clauses. I agree to be bound by the Waiver of Jury Trial, Arbitration and agree to be bound by the Waiver of Jury Trial, Arbitration and Class Action clauses. Class Action clauses. Name (Prin Name (Print Name (Sign): Name (Sign. SS # | % Owned: SS # % Owned: Home Address: Home Address: oty: City: tate: State: zip: Phone #: Mobile #: Phone #: Mobile #: Signed: Date Signed: 2019-10-23.003 Con-FDR-RevAdv Page:3 of 13 Initial Here: #1 W #2 #3 # FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/18/2024 SELLER1 SELLER3 By signing below, I agree to the terms of this Agreement. I By signing below, I agree to the terms this Agreement. I have read this Agreement and acknowledge that this have read this Agreement and acknowledge that this Agreement contains Waiver of Jury Trial, Arbitration and Agreement contains Waiver of Jury Trial, Arbitration and Class Action clauses. I agree to be bound by the Waiver of Class Action clauses. I agree to be bound by the Waiver of Jury Trial, Arbitration and Class Action clauses. Jury Trial, Arbitration and Class Action clauses. Name (Print) iayi Name (Print): Wang Name (Sign): Name (Sign): Title: Date Signed: )1 / 10 / 20) Title: Date Signed: SELLER2 SELLER4 By signing below, I agree to the terms of this Agreement. I By signing below, I agree to the terms of this Agreement. I have read this Agreement and acknowledge that this have read this Agreement and acknowledge that this Agreement contains Waiver of Jury Trial, Arbitration and Agreement contains Waiver of Jury Trial, Arbitration and Class Action clauses. I agree to be bound by the Waiver of Class Action clauses. I agree to be bound by the Waiver of Jury Trial, Arbitration and Class Action clauses. Jury Trial, Arbitration and Class Action clauses. Name (Print): Name (Print): Name (Sign): Name (Sign): Title: Date Signed: NOTICE OF CONSENT TO ELECTRONIC COMMUNICATIONS: Seller and each Guarantor hereby consents and authorizes Purchaser and its affiliates to contact Seller and Guarantor(s) at any telephone number or email address they provide, using any means of communication associated with the telephone number or email address, including, but not limited to, text messages via an automatic telephone dialing system. All automated communications systems will have an opt-out procedure in adherence to applicable law. By initialing here Seller and each Guarantor affirmsthat they have read the Notice of Consent to Electronic Communications: To help the government fight the funding of tenorism and money laundering activities, Federal law requires all financial institut ions to obtain, verify, and record information that identifies every customer. What this means to you: At the time of application and during our relationship, we will request your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents. 2019-10-23.003 Con-FDR-RevAdv PoÃSd At 19 FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF NO.CONDITIONS DOC.AND 1. TERMS 3 OF PURCHASE AND SALE OF FUTURE SALEPROCEEDS RECEIVED NYSCEF: 04/18/2024 Section 1.1(a) In exchange for the foregoing, Seller hereby agrees (i) to deposit all Future Sale Proceeds into the Bank Account(s) identified in Exhibit A attached hereto ("the Bank Account") (ii) to identify for Purchaser in Exhibit A all other existing Bank Accounts and to provide updated information regarding future Bank Accounts maintained or used by Seller; (iii) not to deposit any funds into the Bank Account other than Future Sale Proceeds, or, if any such deposits are made, to notify Seller as soon as practicable; (iv) to enter into a Credit Card processing agreement reasonably acceptable to and approved by the Purchaser with a Credit Card Processor (the "Credit Processor," Card who shall serve as Seller's sole Credit Card Processor), in order to obtain Credit Card processing services, and instruct the Credit Card Processor to deposit all Credit Card receipts of Seller into the Bank Account. request, may At Seller's Purchaser review any Credit Card processing agreement that Seller has entered into before the date of this Agreement, and Purchaser may approve any Credit Card processing agreement at Purchaser's sole discretion. The obligations of Purchaser under this Agreement will not be effective unless and until Purchaser has completed its review of the Seller and has accepted this Agreement by delivering the Purchase Price. (b) Seller shall maintain the Bank Account until all obligations are satisfied under this Agreement. Additionally, Seller will ensure that all funds arising from Future Sale Proceeds are deposited in, or otherwise credited to, the Bank Account. (c) Seller and Purchaser acknowledge and agree that the Purchase Price paid by Purchaser in exchange for the Purchased Amount of Future Sale Proceeds is a purchase of the Purchased Amount and is not intended to be, nor shall it be construed as, a loan from Purchaser to Seller. Each Future Sale Proceeds purchased by Purchaser hereunder represents a bona fide sale by Seller to a customer. Future Sale Proceeds purchased by Purchaser shall be owned by Seller free and clear of all encumbrances. (d) There is no interest rate or payment schedule and no time 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 constitute a breachof 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 representations, warranties and covenants in this Agreement, which are designed to give Purchaser a reasonable and fair opportunity to receive the benefit of its bargain. Section 1.2 Seller authorizes Purchaser and its agents to initiate electronic checks or ACH transfers in amounts as specified in Section 1.3 and authorizes the holding the Bank Account bank (the "Bank") and all applicable third parties to provide to Purchaser and its agents all information necessary to permit them to determine the amount to be delivered to Purchaser and initiate such electronic check or ACH transfers. Fora will debit the Remittance Amount according to the Remittance Frequency. If the Remittance Frequency is daily (Monday - Friday), and a scheduled debit would occur on a day on which the bank was not open to process ACH transactions or if the bank was unable to process ACH transactions due to a disruption of the ACH payment network, Purchaser will debit the Bank Account for an amount equal to the sum of; (i) the Remittance Amount due on that day, plus (ii) theRemittance Amount due on the preceding day when the bank was not open or could not process ACH transactions. If the Remittance Frequency is weekly, Purchaser may change the Remittance Frequency to daily if Seller's weekly remittance is rejectedfor insufficient funds two or more times during the course of this Agreement. Section1.3 Changes to the Remittance Amount (IMPORTANTPROTECTION FOR SELLER). (a) The Initial Remittance Amount is intended to represent the Purchased Percentage of Seller's Future Sale Proceeds. Once each calendar month, either Purchaser or Seller may request a reconciliation to adjust the Remittance Amount to more closely reflect Seller's actual Future Sale Proceeds times the Purchased Percentage (a "Reconciliation"). i. Request from Seller: To request a Reconciliation call ore-mail CustomerService@ForaFinancial.com. ii. Request from Purchaser: Purchaser may request a Reconciliation by first class mail sent to Seller's Business Address or email address shown in this Agreement, unless Seller notifies Purchaser of an alternative mail or email address. (b) Seller agrees to provide Purchaser any information requested by Purchaser to assist in a Reconciliation ("Reconciliation Information") within five days after a request. Within five days after Purchaser's reasonable verification of the Reconciliation Information, Purchaser shall adjust the Remittance Amount on a going-forward basis to more closely reflect the Seller's actual Future Sales Proceeds times the Purchased Percentage. Purchaser shall notify Seller prior to any such adjustment. After each adjustment made pursuant to this paragraph, the new dollar amount shall be deemed the Remittance Amount until any later adjustment. 2019-10-23.003 Con-FDR-RevAdv Page:5 of 13 initial Here: #1 #2 #3 #4 Ir ' 7" Q0OOnd7t 1d 21H-aOs-R1941m , FILED: NEW YORK COUNTY CLERK 04/18/2024 11:48 AM INDEX NO. 153643/2024 NYSCEF DOC. NO. 3 days' RECEIVED NYSCEF: 04/18/2024 (c) If Seller fails to timely provide Reconciliation Information after 5 notice to Seller, Purchaser may adjust the Remittance Amount to the Initial Remittance Amount until any later adjustment. Section 1.4 If at any time Seller informs Purchaser or Purchaser learns that a deposit has been made into the Bank Account that represents something other than Future Sale Proceeds, and Purchaser has removed the Purchased Percentage from such deposit, Purchaser shall either, at its option, return such amount to the Bank Deposit or deduct such amount from its next withdrawal of the Purchased Percentage of Future Sale Proceeds. Section 1.5 Seller will pay Purchaser a processing fee as stated above at the time Seller signs this Agreement, or Purchaser may deduct the processing fee from the Purchase Price. Section1.6 "accounts" (a) The Future Sale Proceeds sold by Seller to Purchaser pursuant to this Agreement are 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 constitute and shall be construed and treated for all purposes as a true and complete sale, conveying good title to the Future Sale Proceeds free and clear of any liens and encumbrances, from "accounts" intangibles" Seller to Purchaser. To the extent the Future Sale Proceeds are or "payment then (i) the sale of the Future Sale Proceeds creates a security interest as defined in the UCC; (ii) this Agreement constitutes 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 Sale Proceeds. Seller further agrees that, with or without an Event of Default, Purchaser may notify account debtors, or other persons obligated on the Future Sale Proceeds, or holding the Future Sale Proceeds, of Seller's sale of the Future Sale Proceeds and may instruct them to make payment or otherwise render performance to or for the benefit of Purchaser. (b) Seller authorizes Purchaser to file one or more UCC-1 forms consistent with the UCC to give notice that the Purchased Amount of Future Sale Proceeds is the sole property of Purchaser. The UCC filing may state that such sale is intended to be a sale andnot an assignment for security and may state that the Seller is prohibited from obtaining any financing that impairs the value of the Future Sale Proceeds or Purchaser's right to collect same. Secti