Preview
FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 04/30/2024
EXHIBIT A
FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024
NYSCEF DOC. NO. 5 EQUIPMENT FINANCE
RECEIVED AGREEMENT
NYSCEF: 04/30/2024
1 c a
EFA No.: 20230L58828 Date: 2/10/2023
"us" and"
Creditor ("we " "our"): MMP CAPITAL, LLC Debtor
("you"
or "your"): Esthetic Brillûnce LLC
19 EngineersLane, Farmingdale,NY 11735 13547 N LITCHFIELD RD STE 28, SURPRISE, AZ 85379
Equipment Suppiter ("Snpplier"): BTL Industnes Eqolpment Location:
362 ELM ST, MARLBOROUGH MA01752 13547 N LITCHFIELD RD STE 28, SURPRISE, AZ 85370
Financed Equipment Description ("CoUnteral"): EmseltaWorkstation
The Collateral as generally describedabove and herein which Creditor and Debtor agreethat a more detailed description of said Collateral being financed shall be maintainedby us
among our books and records in whatever more detailed description of the Collateral being financed is received from the supplier of such Collateral and, absentmanifesterror, such
detailed description shall be consideredincorporated into this Equipment FinanceAgreemedt ("EFA") and shall be provided to Debtor within a masonabletime upon request
Down Payment (if any): $3,001.62
MonthlyInstallmentPayment('Paymentz"):60 @$3,480,07 Ternu 60 (Mos,)
Documentation Fee (if any): $950.00
Agreement, Creditor agrees to lend to Debtor and you agree to borrow from us an written notice to us. At our request,you agreeto name any party who may have a security
amount for the financing of the Collateral. You authorize us to pay the supplier(s) for the interest in the Equipment as Lender's Loss Payee.You agreeto provide proof of insurance
Collateral You authorize us to commencethis EFA, You authorize us to insert or correct to us upon request.You hereby grant us a limited power of attomeyallowing us to makea
information in this FFA, including your proper legal name, address,serial numbers and claim for, receive payment on, and endorse or execute for our benefit any instrument
any other information describing the Collateral. You acknowledge that the payment re sentingproceedsfrom any policy issuedon the uipment. IF YOU FAIL TOPROVIDE
obligations hereunderhave commencednotwithstanding that the Collateral may not have OF INSURANCE ACCEPTABLE TO US, HAVE THE RIGHT BUT NOT THE
been delivered, installed or accepted by you. Amounts received by us under this EFA OBLIGATION IU SECUREINSURANCE IN SUCH FORM AND AMOUNT AS WE DFEM
shall be applied as vzedetermine. Debtor promisesto pay Creditor the Paymentsset forth NECESSARYAND YOU AGREE THAT IN ADDITION 10 INSURANCEPRBM1UMSWE
above. Upon execution of this EFA, you will deliver to us the Advance Payment as set MAY CHARGE YOU INTEREST AT 2% PER MONTH AND/OR AN ADMINISTRATIVE
forth above, which you agreeis non-refundable.To the extent permitte by law, we may FEE WHICH MAY RESULT IN A PROPIT10 US. YOU UNDERSTANDTHAT IF WE
charge you a fee not to exceed $950, plus any applicable sales/use tax, to cover PROCURE INSURANCE YOU MAY PAY MORE THAN IF YOU HAD PROCURED
INSURANCEAND THEINSURANCE MAY NOT NAME YOU ASAN INSUREDAND MAY
documentation and credit myestigation costs. Payments may be adjusted upward or NOT FULLY PROTECTYOU IN THE EVENT OF A LOSS.YOU AGREETHAT DISPUTES
downward no more than fifteen percent (15%) to reflect actual cost. The first Paymentis
REGARDINGINSURANCEOR FEESCHARGED FORPROCURINGINSURANCEWILL BE
due at the con1mencementof Creditors applicable billing cycle as specified by the DETERMINED BY ARBITRATION CONDUCIED IN NASSAU COUNTY, NEW YORK
Creditor; eachsubsequentPayment1sdue on the samedate of each precedmg month until UNDERTHE RULESOFTHEAMERICAN ARBITRATION ASSOCIATION,
all Paymentshave been received by Creditor. Each date a Paymentis due is a "Due Date"
and along with the Paymentdue on the first Due Date, Debtor agreesto pay us a prorated 1)ebtor Jadenmification. You hereby agree to defend, indemnify and bold us and our
payment for an amount equal to 1/30th of the Payment amount for each day calculated agents,successors,assigneesand employees harmless from any and all liability, damage,
attomeys' feesandcourt
from the date Creditor paid the vendor until the first Due Date (the Prorated Payment )' penaky, claims, actions,expenses,disbursementsor loss, including
The Prorated Payment shall be due upon execution of this EFA. Any amount not paid costs, arising out of or relating to this EFA, liabilities you have assumedhereunder,andthe
when due is subject to a late charge of the greater of fifty dollars ($50,00) or ten percent purchase, sale, financing ownership, selection, installation, design, licensing, possession,
operation, control, use, maintenance,servicing, repair, storage,shipment, transportationor
(10%) of such delinquent amount, but not more than the highest rate allowed by law. You
acknowledge and agreethat you shall bearsole responsibility for and shall have no claim delivery of the Collateral. The indemnities contained herein and all of our ri his and
remediesin this agreementshall survive the expiration or othertetmination of this A.
against and Lender shall have no liability m the event the Collateral is: (a) not delivered;
Default and Remedies.1f any one of the following occurs, you will be in default: (i) you
(b) damaged during transit (c) not properly mstalled or upon installation; (d)
defective or otherwise fails to perform in accordancewithfunctioniny fail to pay any amountunder this EFA when due; (ii) you ceasedoing business,admit our
Suppliesa specifications; or (e)
otherwise unacceptableto you for any other reason' inability to pay your debts, or you file or have filed against you a tion under the
Bankruptcy Code; (iii) you breach any other obligation containedin this FA or under any
Informaliam Cndt Reports YOUAUTHORIZEUSAND OURASSIONEESTOOBTAINCREDIT other agreement with us; (iv) a writ or order of attachmentor execution or other legal
RENR1S ANDMAKE CREDITINQUIRIES ASWE DEEMNECESSARY, We will inform you processis levied on or charged against the Collateral which is not releasedor satisfied
upon requestif we have sought a consumercredit report andthe name and addressof any within 10 days; (v) you changeyour stateof organization without 30 daysprior notice to us;
credit reporting agency that provided a report. You agree that we may request and use or (vi) any of the aboveevents of default occur with respectto any guarantor.Upon your
additional credit reports to updateour information without further notice to you as long as default, we may do any of the following: (a) terminate this EFA; (b) foreclose on our
you have obligations under this Agreement. Upon our request, you agree to provide us security interest and require you to immediately turn over the Collateral to us at your sole
with business and personal tax returns, banking, and financial statements setting forth expense,or we may peaceably repossessthe same without liability for trespass,and upon
your financial condition and operations.You warrant that all information you have and receipt of the Collateral, sell the Collateral at terms we determine at one or more private
will deliver to us, including the information in this EFA, is true, accurateand correct and sales, and apply the net proceeds(after deducting any related expenses)to your payment
you acknowledgethat we are relying on such information to enterinto this EFA. obligations, and you will remain liable for any deficiency with any excessbeing retainedby
Grant of Security Interest. You hereby grant us a perfected, first pdority security us; (c) declare all sumsdue and to becomedue hereunder immediately due and payable,all
interest in the Collateral, all accessionand additions thereto, replacementsor substitutions future Paymentsdiscounted at the lower of three percent (3%) or the then-currentdiscount
thereof, and all proceedsto secureall of your obligations under this EFA. rate of the FederalReserveBank of New York ascalculated by us; (d) sell, disposeof, hold,
or leasethe Counteral; (e) exercise any other nght or remedy which may be available to us
Disclaimer of Warranties and Claims. We make no representationor warranty to any under applicable law. You shall reimburse us for all costs we incur in enforcing our rights
matter whatsoever meludmg the merchantability or fitness for particular purpose of the attorneys'
Collateral This EFA is irrevocable. Yourobilgationinpayalanounishmundensumanalable, (including our fees) and costsof repossession,repair, storageand remarketing of
M
the Collateral. A waiver of default will not be a waiver of any othersubsequentdefault.
abshe,and 4aldwithet besubjectioanyredudion,set4 ddamegountatlaim,h
or recoupmmtfor any reason,evat if the Q4atma is destroyalor adedive. YOU General. This .EFA shall be governed .and . construed under the laws of. the State of New
AGMM YOU THEMM, 1HE AND YOUR
York (NY), without reference to its pnnciple of conflicts of laws and is deemedto have
SUPMEREN(Yf OURAGENT,NORAREMEUlEIRAGENT.YOUACKNOWGDGETHAT
sta e c t i u t ork aba11 e be exclus ve
NOO)lNGUDINGTHESCPNER,HASBFl!NAUIERIZED1DWA1VEOR CHANGEANY
IERMORCDNDmON OF11DSEFA.NOREPRESENTA110NBY11ESUPMERASID ANY
n n e t s A u ac a 1 the ju c a h go a th sole d screti
MATTERSlIARBINDISORAMECTYOURDUIY1DPAYAILAMOUNISANDWR.RM of MMP CAPITAL LLCs successorsand/or assi as. You waive any objection basedupon
ALL OB¤GA11ONSHEREUNDERYou will use the collateral for commercial purposes
irnproper venue and/or forum non-conveniens. ou irrevocably grant us the right to make
only, m compliance with the law andnot for any personal, family or householduse. such filings under the UCC as we deemnecessary.In addition to any late chargesdescribed
Cullateral. You will not modify or changethe location of the Collateral without our prior herein, you agreeto pay us interest on all past due amountsat thelower of 1.5%per month
consent and allow us to inspect it upon our request. At your expense,you will maintain or the highestrate allowed by law. You will not assignyour rights under this EFA, or permit
the Collateral in good operating condition and repair. You will keep the Collateral free the Collateral to be used by anyone but you. We may assignthis EFA, in whole or in part,
and clear of all liens and encumbrances, shall remain personal property and will not without notice to you or your consent.You agreethat our assigneewill havethe samerights
become fixtures. Titled Collateral will be titled and/or registered as we direct. You are and benefits that we have now but none of our obligations, and you will not assert any
responsible for any damage or destruction to the Collateral. You will at our election claims, defensesor set offs against our assignee that you may have against us or any
repair the Collateral at your expenseor pay to us all amountsthen due and owing plus the s lier. This EFA sets forth the entire understanding of the parties with respect to its
total of all unpaid Payments for the Term, discounted at the lower of 3% or the then s ect inatter and may only be amendedin writing signed by both parties, except as
current discount rate of the Federal ReserveBank of New York ascalculatedby us, otherwise stated in the section above titled "Agreement. You representand warrant to us
Fees and Taxes, You agree to pay when due and to hold us harmless from all taxes, that (i) this EFA constitutesa legal, valid, and binding obligation, enforceableagainstyou in
interest and penalties relating to this EFA and the Collateral ("Taxes") and reimburse us accordancewith its terms; (ii) you have the ability to perform all of your obli ations under
for those Taxes we pay on your behalf, If we pay any of the abovefor you, you agreeto this EFA; and (iii) all information conveyed to us m connection with this FA and all
reimburse as and pay us a processing fee for each payment we make on your behalf. In related documents whether by you, a guarantor, a Supplier or any other person, is true,
addition, you also agreeto pay us any filing fees prescribed by the Uniform Commercial accurate,complete and not misleadag. This EFA may be executedin separatecounterparts,
which together shall be the same instrument. You agree this EFA may be signed
Code (UCC) or other law and reimburse us for all costs and expenses involved in
documentin8 and servicin8 this transaction. You also acknowled8e that in addition to the electromcally ursuant to the Electronic Signaturesin Global and National CommerceAct
and other appl cable law. All fees ma not only cover our costsbut m molude a profit. As
other obligations due under this EFA, we may assess,and you may be required to pay
additmnal taxes and/or fees mefudmg an myoice fee. Such fees may not only cover our long asyou are not in default under is EFA, you may repay this EFA aying an amount
equal to the sum of any and all remaining Paymentsand any and all oth es currently due
costs, they may also melude a profit- and payable.If Debtor constitutes more than one person, the liability of eachshall be joint
Insurance. You agree to obtain and maintain at your expensepropetty insurance for the and several A copy of this EFA (whether deliveted by facsimile, in portable document
full replacement value of the Equipment protecting the Equipment against Loss, and format (PDF) or otherwise) shall be deemedan original for all purposes.Any notice given
liability insurance, in an amount acceptableto us, but in no event less than $1,000,000 hereundershall be in writing and deemed given two businessdays after being deposited
covering any injury, death or third-party property damage arising out of or relating to use with the US Postal Service, first class postage prepaid, and addressedto the Debtor or
of the Equipment. If the Equipment must be titled under title registration laws ("Mobile") Creditor (asthe case may be) at its addressset for above, or suchother addressgiven to the
then you shall obtain and maintain all risk physical damage insurance. All insurance senderby written notice. MMP CAPITAI, LLC is a registered DelawareLimited Liability
policies must provide that no cancellation shall be effective without thirty (30) days' prior Company.Each party waives any right to a jury trial.
MMPLLC2022
FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024
NYSCEF DOC. A NO.
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5
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RECEIVED NYSCEF: 04/30/2024
4pF C T EFA No.: _20230L58828 Date: 200/2023
..
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By signing bdow, Debtor hereby irrevocably accepts the Collateral under the EFA and irrevocably authorizes Creditor to pay the Supplier on behalf of the
Debtor.The person executing this EFA is authorized to do so, making this EFA the valid binding act of the Debtor.
Debtor: Esthetle Bhillance LLC Accepted by MMP CAPITAL, LLC
P l. a Boberts dÚ1 arner JOHN-PAUL M. SMOLENSKl, SR.
Title: Niember Date: Title: MANAGER
Debtor Tax ID: 84-2708290 Date: 2
GUARANTY: In considerationof Creditor entering into the EFA, the undersigned,together and separately,unconditionally, personally and irrevocably guaranteeto Creditor
the prompt payment andperformanceof an Debtor's obligations now and/or hereafter owes to Creditor. You agreethat this is a guaranty of payment, not collection, andthat
Creditor canproceed directly against you without first proceeding against Debtor or the Collateral. You waive notice of acceptance,accelerationand defaultand all defenses,
including protest, presentmentand demand. Creditor may renew, extend or otherwise change the terms of the EFA without notice to you and you will be bound by such
attorneys'
changes,and you will pay all of Creditors costs of enforcement and collection, including reasonable fees.This Ouaranty is binding on your heirs, administrators,
representatives,successorsand assignsand survives the in ency, bankruptcy or discharge from bankruptcy of Debtor. THIS GUARANTY WILL BE GOVERNED BY
NEW YORK LAW. YOU AGREE TO JURISDICTION VENUE IN THE STATE AND FEDERAL COURTS AS SET FORTH IN THE EFA.
Guarantor's Signature Print Name: Lisa Roberts Date:
AUTHORIZATION FOR ACH PAYMENTS: Debtor hereby authorizes and requestsMMP CAPITAL, LLC ("Creditor"), and/or its successorsor assigns, to initiate
electronicdebit entriesor effect achangeby any other commercially acceptedpractice,to the accountindicated below, and bereby authorizethe namedbelow fmancial institution
("Bank") to honor the debit entriesinitiated by Creditor or its assigneeand debit the sameto such account.This authorizationis to remain in full force and effect until suchtime
that Creditor has received written notification from Debtor of its termination in suchtime andin such mannerasto afford Creditor and the Bank a reasonableopportunity to act
on same.Debtor understandsthat the withdrawal of this authorization without the written consentof Creditor shall constitute default of the Equipment FinanceAgreementfor
which this payment is being made.
Debtor Bank Name Bank Phone #:
Address: City: State: Zip:
Name on Accoust: ABA #: Bank Account #:
gy Print Name Lisa Roberts Utte: Member Date
PLEASECOMPLETETHEBEww STATEMENTOFAUTHORITYIF APPLICABLE.
ConPORATEORLIMITED LIABILITY COMPANYSTATEMENTOFAUT1IORITY
This Staternentof Authority is executedpursuantto the BusinessCorporations Act or Lirnited Liability Company Act (asthe case maybe) of the state_g regardingIsjjlej.ic
rillianceLK (the "Company").
The following personsare the Directors or Officers of the Company or Members, Managersor Officers of the Company (as the casemay be) and havefun p and authority
to act on behalf of the Company and executeall instruments on behalf of the Company andto any contract, inchiding, but not limited to, this Equipment Agreement
Print Name Title $1gnature
Lisa Roberts Member
The authority of the foregoing personsto bind the Company is not limited.
Executarl
gy Print Name: Lisa Roberts Title: Member
FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024
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R
NYSCEF DOC. NO. 5P M
c 4 a
Mr A t EFA
RECEIVED NYSCEF: 04/30/2024
No.: Date:
47 20230138828 2nO/20.2.ji
INSURANCE CONFIRMATION
Insurance Company: Agent Name:
Agent Contact Info:
We have entered into a financing agreement for the following equipment for Esthetic Brilliance LLC with a value of $147.665.00 . To
be located at: 13547 N LITCHFIELD RD STE 28, SURPRISE, AZ 85379
Equipment: Emsella Workstation Serial Number(s):
This is a net financing arrangement and we are responsible for the insurance cost. Please see that we have immediate coverage and
notify the company shown below at once in the form of a copy of the insurance policy or a Certificate of Insurance. If the latter is
sent, please provide therein for thirty (30) day notice in the event of cancellation or alteration.
PHYSICAL DAMAGE: Property coverage is to provide for fire, theft, extended coverage, vandalism and malicious mischief for
the full value of the equipment. The company named below is to be named a Loss Payee, as its interests may appear.
LIABILITY: Coverage should be written with minimum limit of $1 Million for BODILY INJURY and PROPERTY DAMAGE, combined.
The company named below is to be named as Additional Insured.
CANCELLATIONi Should any of the above described policies be canceled before the expiration date thereof, Notice will be delivered
in accordance with the policy provisions.
DEDUCTIBLES: Deductible to be indicated on policy.
PLEASE INCLUDE THE FOLLOWING ON ALL INSURANCE DOCUMENTATION:
CERTIFICATE HOLDER - EFA Number: 202a01,58828
- Loss Payee/Additional Insured:
MMP CAPITAL, LLC, ISAOA - Equipment: - Policy:
19 Engineers Lane " Value " Business Name
Farmingdale, NY 11735 " Descripdon " Coverage Limits !
" Serial Number(s) " Deductible Amounts
............. _ _ _ _._____.._ _.___. _1bpcagon Address
EQUIPMENT FINANCE AGREEMENT LANDLORD'S WAIVER RIDER
This Rider ("Rider") modifies the Equipment Fhiance Agreement dated 2/10/2023 (the "EFA") by and among Esthetic
Brilliance LLC
(the "Debtor") and MMP CAPITAL, LLC (the "Creditor"). All capitalized terms used but not defined herein shall have the
meanings set forth in the EFA.
1. Debtor acknowledges and agrees that it is required under the EFA to procure and deliver to Creditor a fully and properly executed
Landlord's Waiver ("Waiver") in a form acceptable to Creditor.
2. If Debtor fails to deliver to Creditor an executed Waiver within fourteen (14) days of the effective date of the EFA, and until such time that
Debtor delivers such executed Waiver to Creditor, Creditor shall have the right to charge Debtor a monthly administrative fee equal to two-
percent (2%) of the loan balance existing at that time (the "Fee"). The Fee shall be deemed an obligation under the EFA and any failure to
pay such Fee shall be an Event of Default under the EFA.
3. Debtor acknowledges and agmes that the Fee is necessary to protect Creditor as (i) the actual damages resulting from Debtor's failure to
provide an executed Waiver are difficult to determine and (ii) the value of the loan under the EFA will be diminished absent Creditor's
receipt of the Waiver.
4. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all
such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of the EFA and this Rider, including, without limitation, the Landlord's Waiver.
5. Pursuant to the EFA, Debtor shall keep the Collateral free and clear of all liens and enemnbrances, and grants to Creditor a perfected, first
priority security interest in the Collateral, all accession and additions thereto, replacements or substitutions thereof, and all proceeds to
secure Debtor's obligations under the EFA and this Rider, regardless of whether Debtor actually obtains an executed Waiver.
6. In the event of a conflict between the terms of the EFA (including any and all attachments thereto and amendments thereof) and the terms of
this Rider, the terms of this Rider shall control.
7. Except as expressly provided herein the terms of the EFA shall remain in full force and effect.
By signing below, Debtor hereby acknowledges that failure to provide acceptable proof of insurance or executed Landlord Waiver to Creditor
within 14 days of the effective date of the EFA will result in monthly fees, each at two-percent (2%) of the loan balance.
MMP CAPITAL, LLC Esthetic Brilliance LLC
By: By:
Prid 1(apüOHN-PAL L M. SMOLENSKL SR. Print Na Ls oberts
Print Title: MANAGER Print Title: Member
FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024
ev UIPMENT FUNAIN CE AUKEEMEN T
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 04/30/2024
c a 2 r a t EFANo.: 202301.58828 Date: 2/10/2023
PAY PROCEEDS
RE: Equipment Finance Agreement dated 2/10/2023 between MMP CAPITAL, LLC as Creditor, and _
Esthetic Brilliance LLC as Debtor.
In connection with the above referenced Agreement, you are hereby irrevocably authorized to disburse the
following sum(s) to the following Payee(s):
RGrat AmoEd
BTL Industries $135,000.00
(Plus Applicable Freight & Sales Tax)
(Plus Applicable Freight & Sales Tax)
Debtor hereby authorizes Creditor to insert in the above referenced Agreement, the commencement date of
la 15*
installment repayments, which date shall be on the or of the month, whichever is earlier, after the date
the Creditor remits payment pursuant to this Pay Proceeds authorization (unless otherwise noted).
Name: Lisa Roberts
Date: /P
FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024
ov umvian 1 rm tumn nuisnamna 1
NYSCEF DOC.MN1F
NO. 5
A D| I A
RECEIVED NYSCEF: 04/30/2024
47 c t EFA No.: 202301.58828 Date: 2/10/2023
INDIVIDUAL GUARANTY
Creditor: MMP CAPITAL, LLC Debtort
19 Engineers Lu Esthetic BrilDanceLLC
Farmingdale, NY 11735 19547 N LITCHFIELD RD STE 28, SURPRISE, AZ 85379
...
Contract being guaranteed: Guarantor:
Lisa Roberts
EFA No. 202801.58828
between Creditor and Debtor, dated: 2/10/2023
THIS PERSONAL GUARANTY (this "Guaranty"), effective as of the contract date specified above, is made and entered into by the undersigned person(s) in
his/her/their capacity as an individual, in favor of MMP CAPITAL, LIf, a Delaware Limited Liability Company, and its successorsand assigns. In this Guaranty the
"me_"and "m_E"
words "I", refer to each of the undersigned guarantors, and the word "Creditor" refers to the creditor, MMP CAPITAI LLC, and its successorsand
assigns.
I desire that Creditor extend business credit and/or other financial accommodations to the above named debtor (the "Debtor") pursuant to the above referenced
contract(s) and all mlated agreements and documents (collectively, the "Contract") entered into by and between you and Debtor. I hereby represent to Creditor that I
have a substantial interest, either financial or otherwise, in the Debtor entity and it is to my benefit that Creditor enter into the Contract with Debtor, I have read the
Contract in full and find the Contract terms to be fair and acceptable. I hereby acknowledge that Creditor would be unwilling to enter into the Contract and extend credit
to Debtor without my acceptance of this Ouaranty, and I understand that Creditor is acting in reliance on my acceptance.
Themfore, in order to induce Creditor to enter into and perform the Contract and ex.tend credit to Debtor, I (and if there is more than one, then all of us,
individually, jointly and severally) hereby PERSONALLY. unconditionally and irrevocably guarantee Debtor's faithful and full performance of all Contract
terms and conditions, including, without limitation, the payment of all money due and to become due under the Contract pl us any and aII of Creditor's
costs (including reasonable attorneys fees and litigation costs) to enforce the Contract and/or this Guaranty. I understand that my obligations areJoint and several
with (i.e., separate and in addition to) those of the Debtor and any other guarantor and are independent of Debtor's obligations under the Contract and any other
guarantor's obligations under this or any other guaranty. I agree my liability under this Guaranty is primary, and that a separate legal action may be bmught against me
immediately and without any demand or notice regardless of whether or not an action is brought against Debtor or another guarantor or whether Debtor or another
guarantor is joined in such action. I agree rhat Creditor may proceed against me without also proceeding against any other guarantor or exhausting or proceeding against
the equipment collateral or other collateral or security given by Debtor.
I hereby knowingly waive: (i) the benefit of any suretyship defenses that might affect my liability under, or the enforcement of, this Guamnty, (ii) any right to
require Creditor to proceed against Debtor, or against or exhaust the collateral or other security under the Contract, or to pursue any other remedy that might be
available to Creditor, including, without limitation, any rights pursuant to O.C.GA Section 10-7-24, (iii) any defense arising by reason of any defenseof Debtor under
the Contract, or by reason of Debtor's release from, or discharge of, liability under the Contract, regardless of the cause or source thereof, (iv) the defense of impairment
of collateral, (v) notice by Creditor of its acceptance of this Guaranty, and (vi) presentment of this Guaranty and notice of presentment
I authorize Creditor to renew, extend, accelerate or amend the Contract payment terms or other Contract terms without prior notice or demand to me and without
affecting my liability under this Guaranty. Creditor may sell, assign or transfer this Guaranty, in whole or in part and without prior notice to rne, and in this event, I
promise to honor this Guaranty in favor of any such assignee or transferee. I understand that this Guaranty is binding on my successors, heirs, and personal
mpmsentatives and shall incre to the benefit of Creditor and its successors and assigns.
I agree that this Guaranty shall be considemd to have been made, and purposefully delivered by us to Caditor, in the State of New York, and I agree that this
Guaranty shall be interpreted in accordance with the laws and regulations of the State of New York. By delivering this Guaranty to Czeditor in New York, I
concede and agree that I transacted business in the State of New York and I am subject to personal jurisdiction in the state and federal courts of the State of New
York in any legal action, suit or pmceeding regarding the Contract or this Guaranty. In the event Creditor brings any legal action against me regarding the Contract, I
agree to bring it only in a New York state or federal court and agree that venue shall be laid in the New York County of Nassau. I hereby knowingly waive my right to
a trial by jury.
I agree that this Guaranty will continue for as long as there are any unfulfilled obligations of Debtor under the Contract, and this Guaranty will cross collateralize
any and all Contracts between Debtor and Creditor. I agree this is a continuing guaranty which will not be discharged or affected by my death and will bind my heirs
and personal representatives. This Guaranty is the full and complete agreement regarding my guarantee of the Debtor's obligations to Creditor and supersedes(i.e,
cancels and replaces) all prior oral or written agreements or understandings that I have mgarding my guarantee. No provision of this Guaranty may be modified,
rescinded or waived unless in writing signed by one of Creditor's executive officers, Waiver by Creditor of any provision of this Guaranty in one instance shall not
constitute a waiver as to any other instance, A telefaxed signature copy of this Guaranty shall be considered as valid and binding as the original for all purposes.
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I understand that this Guaranty creates a personal obligationd represent to Creditor that I have had an adequate opportunity to consult with my counsel
to explain to me the terms of this Guaranty before I signed it
GUARANTOR
By:
Name: Lisa Roberts
FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024
EQ U1FM.hNt MNANCE AUlmbMENt
NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 04/30/2024
c EFA No.: 202301 58828 Date: JsL0t20.23
EQUIPMENT ACCEPTANCE CERTIFICATE
Customer Name Customer Number Transaction Number
Esthetic BriKianceLLC
This certificate (the Acceptance Certificate) is entered into by the undersigned Customer (also you or your) in favor of MMP
CAPITAL, LLC (also we, us and our) in connection with the EFA, Lease, and/or other financing agreement identified by the
Transaction Number above (the Agreement). Any defined term not otherwise described herein shall have the same meaning ascribed
to it in the Agreement or the other documents related thereto.
As of the Acceptance Date set forth
below, you hereby confirm that (1) the equipment listed in the attached Schedule A (the
Equipment) has been delivered to you, installed, and/or is operating as intended, (ii) you unconditionally and irrevocably
accept such Equipment and (iii) you understand and agree to be responsible for, perform and comply with, all of the
obligations, terms and conditions of the Agreement and related documents.
In connection with your acceptance of the Equipment, you acknowledge and agree to the following:
1 You selected the Equipment, accept it AS IS and WE MAKE NO EXPRESS OR IMPLIED WARRANTIES AS TO ITS
MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE; only to the vendor/supplier
you shall look of the
Equipment (the Vendor) or manufacturer (not us) for any claim concerning the Equipment, which shall not relieve you from any
obligations to us, including any payment obligations; and YOU HEREBY WAIVE AGAINST US, AND WE SHALL NOT BE
LIABLE FOR ANY, CLAIM FOR LOSS, INJURY OR DAMAGE CAUSED BY THE EQUIPMENT, INCLUDING BUT NOT
LIMITED TO, ALL SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES.
2. You selected any software included on and/or within the Equipment (collectively, the Software); you assume all liability related
to any unauthorized access or use of the Software and any data collected, stored, used or accessed by the Equipment and/or
Software (the Data); we do not own or license any Software or Data; and we have no duty to configure, maintain and/or otherwise
safeguard the Software and/or Data.
3. Neither nor any of its salespersons
the Vendor or other agents are agents of ours or are authorized to waive or modify any term or
condition of this Acceptance Agreement, the Agreement and/or related documents. Any representation as to the Equipment or any
other matter made by the Vendor shall not in any way affect your duty to make payments to us and perform all your other
obligations as set forth in the Ag eement or the other documents related thereto.
Execution. This document may be signed via digitally generated signatures and all signatures so generated, as well as those
transmitted by facsimile, email, digital photography or other electronic means, shall for all purposes be deemed effective, binding,
legally admissible and have the same effect as a manually applied in
Preview
FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024 NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 04/30/2024 EXHIBIT A FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024 NYSCEF DOC. NO. 5 EQUIPMENT FINANCE RECEIVED AGREEMENT NYSCEF: 04/30/2024 1 c a EFA No.: 20230L58828 Date: 2/10/2023 "us" and" Creditor ("we " "our"): MMP CAPITAL, LLC Debtor ("you" or "your"): Esthetic Brillûnce LLC 19 EngineersLane, Farmingdale,NY 11735 13547 N LITCHFIELD RD STE 28, SURPRISE, AZ 85379 Equipment Suppiter ("Snpplier"): BTL Industnes Eqolpment Location: 362 ELM ST, MARLBOROUGH MA01752 13547 N LITCHFIELD RD STE 28, SURPRISE, AZ 85370 Financed Equipment Description ("CoUnteral"): EmseltaWorkstation The Collateral as generally describedabove and herein which Creditor and Debtor agreethat a more detailed description of said Collateral being financed shall be maintainedby us among our books and records in whatever more detailed description of the Collateral being financed is received from the supplier of such Collateral and, absentmanifesterror, such detailed description shall be consideredincorporated into this Equipment FinanceAgreemedt ("EFA") and shall be provided to Debtor within a masonabletime upon request Down Payment (if any): $3,001.62 MonthlyInstallmentPayment('Paymentz"):60 @$3,480,07 Ternu 60 (Mos,) Documentation Fee (if any): $950.00 Agreement, Creditor agrees to lend to Debtor and you agree to borrow from us an written notice to us. At our request,you agreeto name any party who may have a security amount for the financing of the Collateral. You authorize us to pay the supplier(s) for the interest in the Equipment as Lender's Loss Payee.You agreeto provide proof of insurance Collateral You authorize us to commencethis EFA, You authorize us to insert or correct to us upon request.You hereby grant us a limited power of attomeyallowing us to makea information in this FFA, including your proper legal name, address,serial numbers and claim for, receive payment on, and endorse or execute for our benefit any instrument any other information describing the Collateral. You acknowledge that the payment re sentingproceedsfrom any policy issuedon the uipment. IF YOU FAIL TOPROVIDE obligations hereunderhave commencednotwithstanding that the Collateral may not have OF INSURANCE ACCEPTABLE TO US, HAVE THE RIGHT BUT NOT THE been delivered, installed or accepted by you. Amounts received by us under this EFA OBLIGATION IU SECUREINSURANCE IN SUCH FORM AND AMOUNT AS WE DFEM shall be applied as vzedetermine. Debtor promisesto pay Creditor the Paymentsset forth NECESSARYAND YOU AGREE THAT IN ADDITION 10 INSURANCEPRBM1UMSWE above. Upon execution of this EFA, you will deliver to us the Advance Payment as set MAY CHARGE YOU INTEREST AT 2% PER MONTH AND/OR AN ADMINISTRATIVE forth above, which you agreeis non-refundable.To the extent permitte by law, we may FEE WHICH MAY RESULT IN A PROPIT10 US. YOU UNDERSTANDTHAT IF WE charge you a fee not to exceed $950, plus any applicable sales/use tax, to cover PROCURE INSURANCE YOU MAY PAY MORE THAN IF YOU HAD PROCURED INSURANCEAND THEINSURANCE MAY NOT NAME YOU ASAN INSUREDAND MAY documentation and credit myestigation costs. Payments may be adjusted upward or NOT FULLY PROTECTYOU IN THE EVENT OF A LOSS.YOU AGREETHAT DISPUTES downward no more than fifteen percent (15%) to reflect actual cost. The first Paymentis REGARDINGINSURANCEOR FEESCHARGED FORPROCURINGINSURANCEWILL BE due at the con1mencementof Creditors applicable billing cycle as specified by the DETERMINED BY ARBITRATION CONDUCIED IN NASSAU COUNTY, NEW YORK Creditor; eachsubsequentPayment1sdue on the samedate of each precedmg month until UNDERTHE RULESOFTHEAMERICAN ARBITRATION ASSOCIATION, all Paymentshave been received by Creditor. Each date a Paymentis due is a "Due Date" and along with the Paymentdue on the first Due Date, Debtor agreesto pay us a prorated 1)ebtor Jadenmification. You hereby agree to defend, indemnify and bold us and our payment for an amount equal to 1/30th of the Payment amount for each day calculated agents,successors,assigneesand employees harmless from any and all liability, damage, attomeys' feesandcourt from the date Creditor paid the vendor until the first Due Date (the Prorated Payment )' penaky, claims, actions,expenses,disbursementsor loss, including The Prorated Payment shall be due upon execution of this EFA. Any amount not paid costs, arising out of or relating to this EFA, liabilities you have assumedhereunder,andthe when due is subject to a late charge of the greater of fifty dollars ($50,00) or ten percent purchase, sale, financing ownership, selection, installation, design, licensing, possession, operation, control, use, maintenance,servicing, repair, storage,shipment, transportationor (10%) of such delinquent amount, but not more than the highest rate allowed by law. You acknowledge and agreethat you shall bearsole responsibility for and shall have no claim delivery of the Collateral. The indemnities contained herein and all of our ri his and remediesin this agreementshall survive the expiration or othertetmination of this A. against and Lender shall have no liability m the event the Collateral is: (a) not delivered; Default and Remedies.1f any one of the following occurs, you will be in default: (i) you (b) damaged during transit (c) not properly mstalled or upon installation; (d) defective or otherwise fails to perform in accordancewithfunctioniny fail to pay any amountunder this EFA when due; (ii) you ceasedoing business,admit our Suppliesa specifications; or (e) otherwise unacceptableto you for any other reason' inability to pay your debts, or you file or have filed against you a tion under the Bankruptcy Code; (iii) you breach any other obligation containedin this FA or under any Informaliam Cndt Reports YOUAUTHORIZEUSAND OURASSIONEESTOOBTAINCREDIT other agreement with us; (iv) a writ or order of attachmentor execution or other legal RENR1S ANDMAKE CREDITINQUIRIES ASWE DEEMNECESSARY, We will inform you processis levied on or charged against the Collateral which is not releasedor satisfied upon requestif we have sought a consumercredit report andthe name and addressof any within 10 days; (v) you changeyour stateof organization without 30 daysprior notice to us; credit reporting agency that provided a report. You agree that we may request and use or (vi) any of the aboveevents of default occur with respectto any guarantor.Upon your additional credit reports to updateour information without further notice to you as long as default, we may do any of the following: (a) terminate this EFA; (b) foreclose on our you have obligations under this Agreement. Upon our request, you agree to provide us security interest and require you to immediately turn over the Collateral to us at your sole with business and personal tax returns, banking, and financial statements setting forth expense,or we may peaceably repossessthe same without liability for trespass,and upon your financial condition and operations.You warrant that all information you have and receipt of the Collateral, sell the Collateral at terms we determine at one or more private will deliver to us, including the information in this EFA, is true, accurateand correct and sales, and apply the net proceeds(after deducting any related expenses)to your payment you acknowledgethat we are relying on such information to enterinto this EFA. obligations, and you will remain liable for any deficiency with any excessbeing retainedby Grant of Security Interest. You hereby grant us a perfected, first pdority security us; (c) declare all sumsdue and to becomedue hereunder immediately due and payable,all interest in the Collateral, all accessionand additions thereto, replacementsor substitutions future Paymentsdiscounted at the lower of three percent (3%) or the then-currentdiscount thereof, and all proceedsto secureall of your obligations under this EFA. rate of the FederalReserveBank of New York ascalculated by us; (d) sell, disposeof, hold, or leasethe Counteral; (e) exercise any other nght or remedy which may be available to us Disclaimer of Warranties and Claims. We make no representationor warranty to any under applicable law. You shall reimburse us for all costs we incur in enforcing our rights matter whatsoever meludmg the merchantability or fitness for particular purpose of the attorneys' Collateral This EFA is irrevocable. Yourobilgationinpayalanounishmundensumanalable, (including our fees) and costsof repossession,repair, storageand remarketing of M the Collateral. A waiver of default will not be a waiver of any othersubsequentdefault. abshe,and 4aldwithet besubjectioanyredudion,set4 ddamegountatlaim,h or recoupmmtfor any reason,evat if the Q4atma is destroyalor adedive. YOU General. This .EFA shall be governed .and . construed under the laws of. the State of New AGMM YOU THEMM, 1HE AND YOUR York (NY), without reference to its pnnciple of conflicts of laws and is deemedto have SUPMEREN(Yf OURAGENT,NORAREMEUlEIRAGENT.YOUACKNOWGDGETHAT sta e c t i u t ork aba11 e be exclus ve NOO)lNGUDINGTHESCPNER,HASBFl!NAUIERIZED1DWA1VEOR CHANGEANY IERMORCDNDmON OF11DSEFA.NOREPRESENTA110NBY11ESUPMERASID ANY n n e t s A u ac a 1 the ju c a h go a th sole d screti MATTERSlIARBINDISORAMECTYOURDUIY1DPAYAILAMOUNISANDWR.RM of MMP CAPITAL LLCs successorsand/or assi as. You waive any objection basedupon ALL OB¤GA11ONSHEREUNDERYou will use the collateral for commercial purposes irnproper venue and/or forum non-conveniens. ou irrevocably grant us the right to make only, m compliance with the law andnot for any personal, family or householduse. such filings under the UCC as we deemnecessary.In addition to any late chargesdescribed Cullateral. You will not modify or changethe location of the Collateral without our prior herein, you agreeto pay us interest on all past due amountsat thelower of 1.5%per month consent and allow us to inspect it upon our request. At your expense,you will maintain or the highestrate allowed by law. You will not assignyour rights under this EFA, or permit the Collateral in good operating condition and repair. You will keep the Collateral free the Collateral to be used by anyone but you. We may assignthis EFA, in whole or in part, and clear of all liens and encumbrances, shall remain personal property and will not without notice to you or your consent.You agreethat our assigneewill havethe samerights become fixtures. Titled Collateral will be titled and/or registered as we direct. You are and benefits that we have now but none of our obligations, and you will not assert any responsible for any damage or destruction to the Collateral. You will at our election claims, defensesor set offs against our assignee that you may have against us or any repair the Collateral at your expenseor pay to us all amountsthen due and owing plus the s lier. This EFA sets forth the entire understanding of the parties with respect to its total of all unpaid Payments for the Term, discounted at the lower of 3% or the then s ect inatter and may only be amendedin writing signed by both parties, except as current discount rate of the Federal ReserveBank of New York ascalculatedby us, otherwise stated in the section above titled "Agreement. You representand warrant to us Fees and Taxes, You agree to pay when due and to hold us harmless from all taxes, that (i) this EFA constitutesa legal, valid, and binding obligation, enforceableagainstyou in interest and penalties relating to this EFA and the Collateral ("Taxes") and reimburse us accordancewith its terms; (ii) you have the ability to perform all of your obli ations under for those Taxes we pay on your behalf, If we pay any of the abovefor you, you agreeto this EFA; and (iii) all information conveyed to us m connection with this FA and all reimburse as and pay us a processing fee for each payment we make on your behalf. In related documents whether by you, a guarantor, a Supplier or any other person, is true, addition, you also agreeto pay us any filing fees prescribed by the Uniform Commercial accurate,complete and not misleadag. This EFA may be executedin separatecounterparts, which together shall be the same instrument. You agree this EFA may be signed Code (UCC) or other law and reimburse us for all costs and expenses involved in documentin8 and servicin8 this transaction. You also acknowled8e that in addition to the electromcally ursuant to the Electronic Signaturesin Global and National CommerceAct and other appl cable law. All fees ma not only cover our costsbut m molude a profit. As other obligations due under this EFA, we may assess,and you may be required to pay additmnal taxes and/or fees mefudmg an myoice fee. Such fees may not only cover our long asyou are not in default under is EFA, you may repay this EFA aying an amount equal to the sum of any and all remaining Paymentsand any and all oth es currently due costs, they may also melude a profit- and payable.If Debtor constitutes more than one person, the liability of eachshall be joint Insurance. You agree to obtain and maintain at your expensepropetty insurance for the and several A copy of this EFA (whether deliveted by facsimile, in portable document full replacement value of the Equipment protecting the Equipment against Loss, and format (PDF) or otherwise) shall be deemedan original for all purposes.Any notice given liability insurance, in an amount acceptableto us, but in no event less than $1,000,000 hereundershall be in writing and deemed given two businessdays after being deposited covering any injury, death or third-party property damage arising out of or relating to use with the US Postal Service, first class postage prepaid, and addressedto the Debtor or of the Equipment. If the Equipment must be titled under title registration laws ("Mobile") Creditor (asthe case may be) at its addressset for above, or suchother addressgiven to the then you shall obtain and maintain all risk physical damage insurance. All insurance senderby written notice. MMP CAPITAI, LLC is a registered DelawareLimited Liability policies must provide that no cancellation shall be effective without thirty (30) days' prior Company.Each party waives any right to a jury trial. MMPLLC2022 FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024 NYSCEF DOC. A NO. P I 5 A L RECEIVED NYSCEF: 04/30/2024 4pF C T EFA No.: _20230L58828 Date: 200/2023 .. ! By signing bdow, Debtor hereby irrevocably accepts the Collateral under the EFA and irrevocably authorizes Creditor to pay the Supplier on behalf of the Debtor.The person executing this EFA is authorized to do so, making this EFA the valid binding act of the Debtor. Debtor: Esthetle Bhillance LLC Accepted by MMP CAPITAL, LLC P l. a Boberts dÚ1 arner JOHN-PAUL M. SMOLENSKl, SR. Title: Niember Date: Title: MANAGER Debtor Tax ID: 84-2708290 Date: 2 GUARANTY: In considerationof Creditor entering into the EFA, the undersigned,together and separately,unconditionally, personally and irrevocably guaranteeto Creditor the prompt payment andperformanceof an Debtor's obligations now and/or hereafter owes to Creditor. You agreethat this is a guaranty of payment, not collection, andthat Creditor canproceed directly against you without first proceeding against Debtor or the Collateral. You waive notice of acceptance,accelerationand defaultand all defenses, including protest, presentmentand demand. Creditor may renew, extend or otherwise change the terms of the EFA without notice to you and you will be bound by such attorneys' changes,and you will pay all of Creditors costs of enforcement and collection, including reasonable fees.This Ouaranty is binding on your heirs, administrators, representatives,successorsand assignsand survives the in ency, bankruptcy or discharge from bankruptcy of Debtor. THIS GUARANTY WILL BE GOVERNED BY NEW YORK LAW. YOU AGREE TO JURISDICTION VENUE IN THE STATE AND FEDERAL COURTS AS SET FORTH IN THE EFA. Guarantor's Signature Print Name: Lisa Roberts Date: AUTHORIZATION FOR ACH PAYMENTS: Debtor hereby authorizes and requestsMMP CAPITAL, LLC ("Creditor"), and/or its successorsor assigns, to initiate electronicdebit entriesor effect achangeby any other commercially acceptedpractice,to the accountindicated below, and bereby authorizethe namedbelow fmancial institution ("Bank") to honor the debit entriesinitiated by Creditor or its assigneeand debit the sameto such account.This authorizationis to remain in full force and effect until suchtime that Creditor has received written notification from Debtor of its termination in suchtime andin such mannerasto afford Creditor and the Bank a reasonableopportunity to act on same.Debtor understandsthat the withdrawal of this authorization without the written consentof Creditor shall constitute default of the Equipment FinanceAgreementfor which this payment is being made. Debtor Bank Name Bank Phone #: Address: City: State: Zip: Name on Accoust: ABA #: Bank Account #: gy Print Name Lisa Roberts Utte: Member Date PLEASECOMPLETETHEBEww STATEMENTOFAUTHORITYIF APPLICABLE. ConPORATEORLIMITED LIABILITY COMPANYSTATEMENTOFAUT1IORITY This Staternentof Authority is executedpursuantto the BusinessCorporations Act or Lirnited Liability Company Act (asthe case maybe) of the state_g regardingIsjjlej.ic rillianceLK (the "Company"). The following personsare the Directors or Officers of the Company or Members, Managersor Officers of the Company (as the casemay be) and havefun p and authority to act on behalf of the Company and executeall instruments on behalf of the Company andto any contract, inchiding, but not limited to, this Equipment Agreement Print Name Title $1gnature Lisa Roberts Member The authority of the foregoing personsto bind the Company is not limited. Executarl gy Print Name: Lisa Roberts Title: Member FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024 "®"""""""^"""""" R NYSCEF DOC. NO. 5P M c 4 a Mr A t EFA RECEIVED NYSCEF: 04/30/2024 No.: Date: 47 20230138828 2nO/20.2.ji INSURANCE CONFIRMATION Insurance Company: Agent Name: Agent Contact Info: We have entered into a financing agreement for the following equipment for Esthetic Brilliance LLC with a value of $147.665.00 . To be located at: 13547 N LITCHFIELD RD STE 28, SURPRISE, AZ 85379 Equipment: Emsella Workstation Serial Number(s): This is a net financing arrangement and we are responsible for the insurance cost. Please see that we have immediate coverage and notify the company shown below at once in the form of a copy of the insurance policy or a Certificate of Insurance. If the latter is sent, please provide therein for thirty (30) day notice in the event of cancellation or alteration. PHYSICAL DAMAGE: Property coverage is to provide for fire, theft, extended coverage, vandalism and malicious mischief for the full value of the equipment. The company named below is to be named a Loss Payee, as its interests may appear. LIABILITY: Coverage should be written with minimum limit of $1 Million for BODILY INJURY and PROPERTY DAMAGE, combined. The company named below is to be named as Additional Insured. CANCELLATIONi Should any of the above described policies be canceled before the expiration date thereof, Notice will be delivered in accordance with the policy provisions. DEDUCTIBLES: Deductible to be indicated on policy. PLEASE INCLUDE THE FOLLOWING ON ALL INSURANCE DOCUMENTATION: CERTIFICATE HOLDER - EFA Number: 202a01,58828 - Loss Payee/Additional Insured: MMP CAPITAL, LLC, ISAOA - Equipment: - Policy: 19 Engineers Lane " Value " Business Name Farmingdale, NY 11735 " Descripdon " Coverage Limits ! " Serial Number(s) " Deductible Amounts ............. _ _ _ _._____.._ _.___. _1bpcagon Address EQUIPMENT FINANCE AGREEMENT LANDLORD'S WAIVER RIDER This Rider ("Rider") modifies the Equipment Fhiance Agreement dated 2/10/2023 (the "EFA") by and among Esthetic Brilliance LLC (the "Debtor") and MMP CAPITAL, LLC (the "Creditor"). All capitalized terms used but not defined herein shall have the meanings set forth in the EFA. 1. Debtor acknowledges and agrees that it is required under the EFA to procure and deliver to Creditor a fully and properly executed Landlord's Waiver ("Waiver") in a form acceptable to Creditor. 2. If Debtor fails to deliver to Creditor an executed Waiver within fourteen (14) days of the effective date of the EFA, and until such time that Debtor delivers such executed Waiver to Creditor, Creditor shall have the right to charge Debtor a monthly administrative fee equal to two- percent (2%) of the loan balance existing at that time (the "Fee"). The Fee shall be deemed an obligation under the EFA and any failure to pay such Fee shall be an Event of Default under the EFA. 3. Debtor acknowledges and agmes that the Fee is necessary to protect Creditor as (i) the actual damages resulting from Debtor's failure to provide an executed Waiver are difficult to determine and (ii) the value of the loan under the EFA will be diminished absent Creditor's receipt of the Waiver. 4. Each party hereto shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of the EFA and this Rider, including, without limitation, the Landlord's Waiver. 5. Pursuant to the EFA, Debtor shall keep the Collateral free and clear of all liens and enemnbrances, and grants to Creditor a perfected, first priority security interest in the Collateral, all accession and additions thereto, replacements or substitutions thereof, and all proceeds to secure Debtor's obligations under the EFA and this Rider, regardless of whether Debtor actually obtains an executed Waiver. 6. In the event of a conflict between the terms of the EFA (including any and all attachments thereto and amendments thereof) and the terms of this Rider, the terms of this Rider shall control. 7. Except as expressly provided herein the terms of the EFA shall remain in full force and effect. By signing below, Debtor hereby acknowledges that failure to provide acceptable proof of insurance or executed Landlord Waiver to Creditor within 14 days of the effective date of the EFA will result in monthly fees, each at two-percent (2%) of the loan balance. MMP CAPITAL, LLC Esthetic Brilliance LLC By: By: Prid 1(apüOHN-PAL L M. SMOLENSKL SR. Print Na Ls oberts Print Title: MANAGER Print Title: Member FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024 ev UIPMENT FUNAIN CE AUKEEMEN T NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 04/30/2024 c a 2 r a t EFANo.: 202301.58828 Date: 2/10/2023 PAY PROCEEDS RE: Equipment Finance Agreement dated 2/10/2023 between MMP CAPITAL, LLC as Creditor, and _ Esthetic Brilliance LLC as Debtor. In connection with the above referenced Agreement, you are hereby irrevocably authorized to disburse the following sum(s) to the following Payee(s): RGrat AmoEd BTL Industries $135,000.00 (Plus Applicable Freight & Sales Tax) (Plus Applicable Freight & Sales Tax) Debtor hereby authorizes Creditor to insert in the above referenced Agreement, the commencement date of la 15* installment repayments, which date shall be on the or of the month, whichever is earlier, after the date the Creditor remits payment pursuant to this Pay Proceeds authorization (unless otherwise noted). Name: Lisa Roberts Date: /P FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024 ov umvian 1 rm tumn nuisnamna 1 NYSCEF DOC.MN1F NO. 5 A D| I A RECEIVED NYSCEF: 04/30/2024 47 c t EFA No.: 202301.58828 Date: 2/10/2023 INDIVIDUAL GUARANTY Creditor: MMP CAPITAL, LLC Debtort 19 Engineers Lu Esthetic BrilDanceLLC Farmingdale, NY 11735 19547 N LITCHFIELD RD STE 28, SURPRISE, AZ 85379 ... Contract being guaranteed: Guarantor: Lisa Roberts EFA No. 202801.58828 between Creditor and Debtor, dated: 2/10/2023 THIS PERSONAL GUARANTY (this "Guaranty"), effective as of the contract date specified above, is made and entered into by the undersigned person(s) in his/her/their capacity as an individual, in favor of MMP CAPITAL, LIf, a Delaware Limited Liability Company, and its successorsand assigns. In this Guaranty the "me_"and "m_E" words "I", refer to each of the undersigned guarantors, and the word "Creditor" refers to the creditor, MMP CAPITAI LLC, and its successorsand assigns. I desire that Creditor extend business credit and/or other financial accommodations to the above named debtor (the "Debtor") pursuant to the above referenced contract(s) and all mlated agreements and documents (collectively, the "Contract") entered into by and between you and Debtor. I hereby represent to Creditor that I have a substantial interest, either financial or otherwise, in the Debtor entity and it is to my benefit that Creditor enter into the Contract with Debtor, I have read the Contract in full and find the Contract terms to be fair and acceptable. I hereby acknowledge that Creditor would be unwilling to enter into the Contract and extend credit to Debtor without my acceptance of this Ouaranty, and I understand that Creditor is acting in reliance on my acceptance. Themfore, in order to induce Creditor to enter into and perform the Contract and ex.tend credit to Debtor, I (and if there is more than one, then all of us, individually, jointly and severally) hereby PERSONALLY. unconditionally and irrevocably guarantee Debtor's faithful and full performance of all Contract terms and conditions, including, without limitation, the payment of all money due and to become due under the Contract pl us any and aII of Creditor's costs (including reasonable attorneys fees and litigation costs) to enforce the Contract and/or this Guaranty. I understand that my obligations areJoint and several with (i.e., separate and in addition to) those of the Debtor and any other guarantor and are independent of Debtor's obligations under the Contract and any other guarantor's obligations under this or any other guaranty. I agree my liability under this Guaranty is primary, and that a separate legal action may be bmught against me immediately and without any demand or notice regardless of whether or not an action is brought against Debtor or another guarantor or whether Debtor or another guarantor is joined in such action. I agree rhat Creditor may proceed against me without also proceeding against any other guarantor or exhausting or proceeding against the equipment collateral or other collateral or security given by Debtor. I hereby knowingly waive: (i) the benefit of any suretyship defenses that might affect my liability under, or the enforcement of, this Guamnty, (ii) any right to require Creditor to proceed against Debtor, or against or exhaust the collateral or other security under the Contract, or to pursue any other remedy that might be available to Creditor, including, without limitation, any rights pursuant to O.C.GA Section 10-7-24, (iii) any defense arising by reason of any defenseof Debtor under the Contract, or by reason of Debtor's release from, or discharge of, liability under the Contract, regardless of the cause or source thereof, (iv) the defense of impairment of collateral, (v) notice by Creditor of its acceptance of this Guaranty, and (vi) presentment of this Guaranty and notice of presentment I authorize Creditor to renew, extend, accelerate or amend the Contract payment terms or other Contract terms without prior notice or demand to me and without affecting my liability under this Guaranty. Creditor may sell, assign or transfer this Guaranty, in whole or in part and without prior notice to rne, and in this event, I promise to honor this Guaranty in favor of any such assignee or transferee. I understand that this Guaranty is binding on my successors, heirs, and personal mpmsentatives and shall incre to the benefit of Creditor and its successors and assigns. I agree that this Guaranty shall be considemd to have been made, and purposefully delivered by us to Caditor, in the State of New York, and I agree that this Guaranty shall be interpreted in accordance with the laws and regulations of the State of New York. By delivering this Guaranty to Czeditor in New York, I concede and agree that I transacted business in the State of New York and I am subject to personal jurisdiction in the state and federal courts of the State of New York in any legal action, suit or pmceeding regarding the Contract or this Guaranty. In the event Creditor brings any legal action against me regarding the Contract, I agree to bring it only in a New York state or federal court and agree that venue shall be laid in the New York County of Nassau. I hereby knowingly waive my right to a trial by jury. I agree that this Guaranty will continue for as long as there are any unfulfilled obligations of Debtor under the Contract, and this Guaranty will cross collateralize any and all Contracts between Debtor and Creditor. I agree this is a continuing guaranty which will not be discharged or affected by my death and will bind my heirs and personal representatives. This Guaranty is the full and complete agreement regarding my guarantee of the Debtor's obligations to Creditor and supersedes(i.e, cancels and replaces) all prior oral or written agreements or understandings that I have mgarding my guarantee. No provision of this Guaranty may be modified, rescinded or waived unless in writing signed by one of Creditor's executive officers, Waiver by Creditor of any provision of this Guaranty in one instance shall not constitute a waiver as to any other instance, A telefaxed signature copy of this Guaranty shall be considered as valid and binding as the original for all purposes. ! I understand that this Guaranty creates a personal obligationd represent to Creditor that I have had an adequate opportunity to consult with my counsel to explain to me the terms of this Guaranty before I signed it GUARANTOR By: Name: Lisa Roberts FILED: NASSAU COUNTY CLERK 04/30/2024 11:30 AM INDEX NO. 607448/2024 EQ U1FM.hNt MNANCE AUlmbMENt NYSCEF DOC. NO. 5 RECEIVED NYSCEF: 04/30/2024 c EFA No.: 202301 58828 Date: JsL0t20.23 EQUIPMENT ACCEPTANCE CERTIFICATE Customer Name Customer Number Transaction Number Esthetic BriKianceLLC This certificate (the Acceptance Certificate) is entered into by the undersigned Customer (also you or your) in favor of MMP CAPITAL, LLC (also we, us and our) in connection with the EFA, Lease, and/or other financing agreement identified by the Transaction Number above (the Agreement). Any defined term not otherwise described herein shall have the same meaning ascribed to it in the Agreement or the other documents related thereto. As of the Acceptance Date set forth below, you hereby confirm that (1) the equipment listed in the attached Schedule A (the Equipment) has been delivered to you, installed, and/or is operating as intended, (ii) you unconditionally and irrevocably accept such Equipment and (iii) you understand and agree to be responsible for, perform and comply with, all of the obligations, terms and conditions of the Agreement and related documents. In connection with your acceptance of the Equipment, you acknowledge and agree to the following: 1 You selected the Equipment, accept it AS IS and WE MAKE NO EXPRESS OR IMPLIED WARRANTIES AS TO ITS MERCHANTABILITY AND/OR FITNESS FOR A PARTICULAR PURPOSE; only to the vendor/supplier you shall look of the Equipment (the Vendor) or manufacturer (not us) for any claim concerning the Equipment, which shall not relieve you from any obligations to us, including any payment obligations; and YOU HEREBY WAIVE AGAINST US, AND WE SHALL NOT BE LIABLE FOR ANY, CLAIM FOR LOSS, INJURY OR DAMAGE CAUSED BY THE EQUIPMENT, INCLUDING BUT NOT LIMITED TO, ALL SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES. 2. You selected any software included on and/or within the Equipment (collectively, the Software); you assume all liability related to any unauthorized access or use of the Software and any data collected, stored, used or accessed by the Equipment and/or Software (the Data); we do not own or license any Software or Data; and we have no duty to configure, maintain and/or otherwise safeguard the Software and/or Data. 3. Neither nor any of its salespersons the Vendor or other agents are agents of ours or are authorized to waive or modify any term or condition of this Acceptance Agreement, the Agreement and/or related documents. Any representation as to the Equipment or any other matter made by the Vendor shall not in any way affect your duty to make payments to us and perform all your other obligations as set forth in the Ag eement or the other documents related thereto. Execution. This document may be signed via digitally generated signatures and all signatures so generated, as well as those transmitted by facsimile, email, digital photography or other electronic means, shall for all purposes be deemed effective, binding, legally admissible and have the same effect as a manually applied in