Preview
FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024
EXHIBIT A
EXHIBIT A
FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024
NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024
Fora Financial Advance, 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:
La Tiendita LLC/Oliva Painting LLC dba La Tiendita
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: l383.68 I (Section 1.3 explains how to request a reconciliation to change this amount
to reflect Seller's actual Future Sale Proceeds)
Remittance Frequency:
Disbursement Amount:
(PurchasePrice Less ProcessingFee)
Fees: Processing Fee: $
Insufficient Funds Fee: $ D---- ----1
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 Agreernent. 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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Seller's Information
DBA: |La Tiendita Legal Entity:
Business Legal Name:
La Tiendita LLC/Oliva Painting LLC
Business Phone: Fax #:
Federal State # (Tax ID Mobile #:
Email:
initial Here: #1
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.
NYSCEF DOC. NO. 3 . RECEIVED NYSCEF: 04/22/2024
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 GUARANTORS
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.
Eliel Oliva
Name (Print) Name (Print __ .___.... __ _ . ...._ .....
Name (Sign) lam: (eign)i
SS #:
% Owned:
ome
Home Address
City: ate: Cit : State: Zi :
Phone #: Mobile #: Phone #: Mobile #:
Date Signed: 10 / 11 / 2023 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 Tr al, 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:
City:
C State: z p
Mobile #: Phone #: Mobile #:
Phone #:
Date Signed:
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NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024
SELLER1 SELLER3
By signing below, I agree to the terms of this Agreement. 1 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) Eliel Oliva Name (Print):
Name (Sign): Name (Sign):
0 / 11 / 2023 Title: Date Signed:
Title: Date Signed:
SELLER 2 SELLER 4
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:
Title: Date Signed:
NOTICE OF CONSENT TO ELECTRONIC COMMUNICATIONS: Seller and each Guarantor hereby consents and authorizes Purchaser and its
affiliates to contactSeller 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 willhave 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:
#1 ______ #2 _23- #4-
To help the government fight the funding of terrorism 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.
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1. TERMS AND CONDITIONS OF PURCHASE AND SALE OF FUTURE SALEPROCEEDS
Section 1.1(a) In exchange for the foregoing, agrees (i) to deposit
Seller hereby all Future Sale Proceeds into the Bank Account(s) identified
in Exhibit A attached hereto ("the
Account") Bank
(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 Sellers 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. At Sellers request, Purchaser may
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 Purchasers 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 bank
holding the Bank Account (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 checkor 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 Sellers 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 Sellers 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 (855) 326-8523 ore-mail
CustomerService@ForaFinancial.com.
ii. Request from Purchaser Purchaser may request a Reconciliation by first class mail sent to Sellers 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 Purchasers reasonable verification of the Reconciliation
Information, Purchaser shall adjust the Remittance Amount on a going-forward basis to more closely reflect the Sellers 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.
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Initial HÉre: #1 #2 #3 #4
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NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024
days'
(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.
Section 1.7 Seller may cancel this transaction at any time within three (3) business days after Purchaser forwards any or
all of the Purchase Price to Seller. However, in order to cancel the transaction, Seller must return to Purchaser the entire
amount of the Purchase Price received by Seller within that same three (3) day period. Notwithstanding the foregoing, the
Processing Fee and Wire Fee(s) (if any) are non-cancellable and nonrefundable.
2. RECElVABLES
Section 2.1 As provided herein, the Purchased Percentage (as specified on Page 1) of each Future Sale Proceeds shall be
collected by Purchaser from electronic check or ACH transfers initiated by Purchaser or its agents from the Bank Account. In
the event that Seller changes or permits the change of the Bank Account or the Credit Card Processor or adds an additional
Bank Account or Credit Card Processor, Purchaser shall have the right, without waiving any of its other rights and remedies
hereunder and without notice to Seller, to notify the new or additional Bank or Credit Card Processor of the sale of Future Sale
Proceeds hereunder and to collect from such new or additional Bank or Credit Card Processor all or any portion of the
amounts received by such Bank or Credit Card Processor. Seller, by execution of this Agreement, hereby grants to Purchaser
an irrevocable Power of Attorney, which Power of Attorney
and hereby shall
appoints Purchaser
be coupled with an interest,
or any of Purchaser's representatives as Seller's Attorney-in-Fact, to take any and all action necessary to direct such new or
additional Bank or Credit Card Processor to deliver the Future Sale Proceeds to Purchaser as contemplated by this Section 2.
Section 2.2 This Agreement shall be in full force and effect until such time as the Purchased Amount of Future Sale Proceeds
has been received by Purchaser from Seller.
3. STATEMENTSANDREPORTS
Section 3.1 Seller acknowledges and agrees that in connection with the execution of this Agreement an investigative or
consumer report
may be made by Purchaser. Accordingly, Seller authorizes Purchaser and its agents and representatives and
any and all credit reporting agency employed or retained by Purchaser to investigate any references given or any other
statements of data obtained from or about Seller for the purpose of this Agreement and to order, receive and review credit
reports at any time now or in the future on Seller.
InitiMHere: #1 o
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4. ACH AUTHORIZATION AND CREDIT CARD PROCESSING AGREEMENT
Section 4.1 Simultaneously with the execution hereof, Seller authorizes Purchaser and its agents to initiate electronic check or ACH
transfers equal to the Purchased Percentage of all Future Sale Proceeds of Seller which authorization shall continue until Purchaser
has received an amount equal to the Purchased Amount and all fees and charges (including legal fees) due under this Agreement or
Seller's obligations under this Agreement are otherwise terminated pursuant to Section 1.1(d). Seller further authorizes the Bank and
its Credit Card Processor and all third parties (if applicable) to provide to Purchaser and its agents all information reasonably
necessary to permit Purchaser to ascertain the amount to be delivered to Purchaser and initiate such electronic check or ACH
transfers from the Bank Account. This authorization shall only be revoked with the prior written consent of Purchaser. Seller agrees to
pay an insufficient funds fee as stated above if any electronic check or ACH transfer is rejected ordishonored.
Additionally, the Bank Account may not be closed and Seller's agreement with the Credit Card Processor cannot be amended or
terminated without the prior written consent of Purchaser. In the event that Purchaser determines, in its sole discretion, that the
Bank or the authorized Credit Card Processor utilized by Seller is no longer acceptable, Seller shall, upon receipt of written notice
from Purchaser, have five (5) business days to terminate its relationship with the Bank or its Credit Card Processor and to open a
new Bank Account or enter into a similar Processing Agreement with a new bank or Credit Card Processor. Seller agrees to
execute any and all documents and/or agreement(s) in order to satisfy the foregoing.
Section 4.2 Purchaser is neither responsible nor shall it be liable for any actions undertaken by the Bank or the Seller's Credit Card
Processor which are not contemplated or authorized by this Agreement or the Processing Agreement to be entered into by and
between Seller and the Credit Card Processor. Seller, by execution of this Agreement, hereby agrees to indemnify and hold
Purchaser harmless from any and all actions of the Bank or the Credit Card Processor.
Section 4.3 Purchaser and Seller understand that the Bank and the Credit Card Processor may charge a fee or commission to Seller
for processing electronic checks, ACH transfers and receipts representing Future Sale Proceeds. Both parties further understand
that the amounts due to Purchaser hereunder shall be based solely upon the net amount due to Seller from the Future Sale
Proceeds after deducting the Bank and Credit Card Processor's fee or commission from the Future Sale Proceeds.
Section 4.4 During the entire time period that this Agreement shall be in force
and effect, Seller hereby authorizes Purchaser to
contact any bank or Credit Card Processor used by Seller (current or prior) in order to obtain whatever information Purchaser
deems it may require regarding Seller's transactions
any such with bank or Credit Card Processor. Such information shall include, but
is not limited to, information Purchaser
necessary deems
to verify the amount of Future Sale Proceeds previously received or
processed on behalf of Seller and any and all fees which may have been charged to Seller by the bank or Credit Card Processor.
Seller furtherauthorizes Purchaser to contact any bank or Credit Card Processor of Seller (current or prior) in order to confirm that
Seller is exclusively using the Bank Account and the Credit Card Processor.
5. BINDING ACCEPTANCE
Section 5.1 Upon execution hereof, each of the parties hereto shall be obligated hereunder and shall be subject to all of the terms and
conditions stated herein ("Agreement"). The person executing this Agreement on behalf of Seller warrants and represents that he/
she is authorized to bind Seller to all of the terms and conditions set forth in this Agreement and that all of the information provided
herein is true and accurate in all respects at the time the information was provided. Purchaser's payment of the Purchase Price shall
be deemed Purchaser's acceptance of this Agreement,
Preview
FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024 EXHIBIT A EXHIBIT A FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024 Fora Financial Advance, 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: La Tiendita LLC/Oliva Painting LLC dba La Tiendita 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: l383.68 I (Section 1.3 explains how to request a reconciliation to change this amount to reflect Seller's actual Future Sale Proceeds) Remittance Frequency: Disbursement Amount: (PurchasePrice Less ProcessingFee) Fees: Processing Fee: $ Insufficient Funds Fee: $ D---- ----1 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 Agreernent. 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. # # # 2019-10-23.003 Con-FDR-RevAdv Page:1 of 13 FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024 Seller's Information DBA: |La Tiendita Legal Entity: Business Legal Name: La Tiendita LLC/Oliva Painting LLC Business Phone: Fax #: Federal State # (Tax ID Mobile #: Email: initial Here: #1 2019-10-23.003 Con-FDR-RevAdv Page:2 of 13 ass26baba#i t 0a6941b39 f , f55f41a4d7 ; FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024 . NYSCEF DOC. NO. 3 . RECEIVED NYSCEF: 04/22/2024 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 GUARANTORS 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. Eliel Oliva Name (Print) Name (Print __ .___.... __ _ . ...._ ..... Name (Sign) lam: (eign)i SS #: % Owned: ome Home Address City: ate: Cit : State: Zi : Phone #: Mobile #: Phone #: Mobile #: Date Signed: 10 / 11 / 2023 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 Tr al, 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: City: C State: z p Mobile #: Phone #: Mobile #: Phone #: Date Signed: 2019-10-23.003 Con-FDR-RevAdv Page:3 of 13 FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024 SELLER1 SELLER3 By signing below, I agree to the terms of this Agreement. 1 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) Eliel Oliva Name (Print): Name (Sign): Name (Sign): 0 / 11 / 2023 Title: Date Signed: Title: Date Signed: SELLER 2 SELLER 4 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: Title: Date Signed: NOTICE OF CONSENT TO ELECTRONIC COMMUNICATIONS: Seller and each Guarantor hereby consents and authorizes Purchaser and its affiliates to contactSeller 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 willhave 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: #1 ______ #2 _23- #4- To help the government fight the funding of terrorism 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 Page:4 13 c of FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024 1. TERMS AND CONDITIONS OF PURCHASE AND SALE OF FUTURE SALEPROCEEDS Section 1.1(a) In exchange for the foregoing, agrees (i) to deposit Seller hereby all Future Sale Proceeds into the Bank Account(s) identified in Exhibit A attached hereto ("the Account") Bank (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 Sellers 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. At Sellers request, Purchaser may 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 Purchasers 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 bank holding the Bank Account (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 checkor 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 Sellers 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 Sellers 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 (855) 326-8523 ore-mail CustomerService@ForaFinancial.com. ii. Request from Purchaser Purchaser may request a Reconciliation by first class mail sent to Sellers 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 Purchasers reasonable verification of the Reconciliation Information, Purchaser shall adjust the Remittance Amount on a going-forward basis to more closely reflect the Sellers 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 HÉre: #1 #2 #3 #4 tw I 7 RAR')Rhqh- ir-f ' AREQA1h¶O tR' . f¾¾fdAoArn - FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024 days' (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. Section 1.7 Seller may cancel this transaction at any time within three (3) business days after Purchaser forwards any or all of the Purchase Price to Seller. However, in order to cancel the transaction, Seller must return to Purchaser the entire amount of the Purchase Price received by Seller within that same three (3) day period. Notwithstanding the foregoing, the Processing Fee and Wire Fee(s) (if any) are non-cancellable and nonrefundable. 2. RECElVABLES Section 2.1 As provided herein, the Purchased Percentage (as specified on Page 1) of each Future Sale Proceeds shall be collected by Purchaser from electronic check or ACH transfers initiated by Purchaser or its agents from the Bank Account. In the event that Seller changes or permits the change of the Bank Account or the Credit Card Processor or adds an additional Bank Account or Credit Card Processor, Purchaser shall have the right, without waiving any of its other rights and remedies hereunder and without notice to Seller, to notify the new or additional Bank or Credit Card Processor of the sale of Future Sale Proceeds hereunder and to collect from such new or additional Bank or Credit Card Processor all or any portion of the amounts received by such Bank or Credit Card Processor. Seller, by execution of this Agreement, hereby grants to Purchaser an irrevocable Power of Attorney, which Power of Attorney and hereby shall appoints Purchaser be coupled with an interest, or any of Purchaser's representatives as Seller's Attorney-in-Fact, to take any and all action necessary to direct such new or additional Bank or Credit Card Processor to deliver the Future Sale Proceeds to Purchaser as contemplated by this Section 2. Section 2.2 This Agreement shall be in full force and effect until such time as the Purchased Amount of Future Sale Proceeds has been received by Purchaser from Seller. 3. STATEMENTSANDREPORTS Section 3.1 Seller acknowledges and agrees that in connection with the execution of this Agreement an investigative or consumer report may be made by Purchaser. Accordingly, Seller authorizes Purchaser and its agents and representatives and any and all credit reporting agency employed or retained by Purchaser to investigate any references given or any other statements of data obtained from or about Seller for the purpose of this Agreement and to order, receive and review credit reports at any time now or in the future on Seller. InitiMHere: #1 o 2019-10-23.003 Con-FDR-RevAdv Page:6 of 13 FILED: NASSAU COUNTY CLERK 04/22/2024 03:42 PM INDEX NO. 606948/2024 NYSCEF DOC. NO. 3 RECEIVED NYSCEF: 04/22/2024 4. ACH AUTHORIZATION AND CREDIT CARD PROCESSING AGREEMENT Section 4.1 Simultaneously with the execution hereof, Seller authorizes Purchaser and its agents to initiate electronic check or ACH transfers equal to the Purchased Percentage of all Future Sale Proceeds of Seller which authorization shall continue until Purchaser has received an amount equal to the Purchased Amount and all fees and charges (including legal fees) due under this Agreement or Seller's obligations under this Agreement are otherwise terminated pursuant to Section 1.1(d). Seller further authorizes the Bank and its Credit Card Processor and all third parties (if applicable) to provide to Purchaser and its agents all information reasonably necessary to permit Purchaser to ascertain the amount to be delivered to Purchaser and initiate such electronic check or ACH transfers from the Bank Account. This authorization shall only be revoked with the prior written consent of Purchaser. Seller agrees to pay an insufficient funds fee as stated above if any electronic check or ACH transfer is rejected ordishonored. Additionally, the Bank Account may not be closed and Seller's agreement with the Credit Card Processor cannot be amended or terminated without the prior written consent of Purchaser. In the event that Purchaser determines, in its sole discretion, that the Bank or the authorized Credit Card Processor utilized by Seller is no longer acceptable, Seller shall, upon receipt of written notice from Purchaser, have five (5) business days to terminate its relationship with the Bank or its Credit Card Processor and to open a new Bank Account or enter into a similar Processing Agreement with a new bank or Credit Card Processor. Seller agrees to execute any and all documents and/or agreement(s) in order to satisfy the foregoing. Section 4.2 Purchaser is neither responsible nor shall it be liable for any actions undertaken by the Bank or the Seller's Credit Card Processor which are not contemplated or authorized by this Agreement or the Processing Agreement to be entered into by and between Seller and the Credit Card Processor. Seller, by execution of this Agreement, hereby agrees to indemnify and hold Purchaser harmless from any and all actions of the Bank or the Credit Card Processor. Section 4.3 Purchaser and Seller understand that the Bank and the Credit Card Processor may charge a fee or commission to Seller for processing electronic checks, ACH transfers and receipts representing Future Sale Proceeds. Both parties further understand that the amounts due to Purchaser hereunder shall be based solely upon the net amount due to Seller from the Future Sale Proceeds after deducting the Bank and Credit Card Processor's fee or commission from the Future Sale Proceeds. Section 4.4 During the entire time period that this Agreement shall be in force and effect, Seller hereby authorizes Purchaser to contact any bank or Credit Card Processor used by Seller (current or prior) in order to obtain whatever information Purchaser deems it may require regarding Seller's transactions any such with bank or Credit Card Processor. Such information shall include, but is not limited to, information Purchaser necessary deems to verify the amount of Future Sale Proceeds previously received or processed on behalf of Seller and any and all fees which may have been charged to Seller by the bank or Credit Card Processor. Seller furtherauthorizes Purchaser to contact any bank or Credit Card Processor of Seller (current or prior) in order to confirm that Seller is exclusively using the Bank Account and the Credit Card Processor. 5. BINDING ACCEPTANCE Section 5.1 Upon execution hereof, each of the parties hereto shall be obligated hereunder and shall be subject to all of the terms and conditions stated herein ("Agreement"). The person executing this Agreement on behalf of Seller warrants and represents that he/ she is authorized to bind Seller to all of the terms and conditions set forth in this Agreement and that all of the information provided herein is true and accurate in all respects at the time the information was provided. Purchaser's payment of the Purchase Price shall be deemed Purchaser's acceptance of this Agreement,