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FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024
DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024
SellersFi.
Borrower and Guarantor hereby request, and Lender hereby agrees that upon execution of this Loan Agreement bearing loan
number SFP_038186 with an effective date of November 13, 2023 (the "November 2023 Agreement") by and between
SellersFunding International Portfolio Ltd., and LNA Enterprises LLC, the outstanding Obligations due to Lender from LNA
Enterprises LLC under: 1) the Revolving Loan Agreement dated December 3, 2020, 2) the Notice of Borrowing bearing loan
number SFP_039542, and 3) the Notice of Borrowing and Consolidation bearing loan number SFP_038186 (all of which shall be
collectively referred to herein as the "Outstanding Agreements") shall be satisfied from the Loan Amount due to Borrower under
this November 2023 Agreement.
LOAN AGREEMENT
Transaction Summary:
Effective Date: 11/13/2023
Borrower Information
Borrower: LNA ENTERPRISES LLC
Borrower D/B/A: PIPELINE24
Entity Type: LLC
Jurisdiction of Organization: MA
Principal Place of Business: 63 RESERVOIR PARK DR, ROCKLAND, MA 02370-1060
Bank Account / Number: BANK OF AMERICA, N.A /
Account Holder: LNA ENTERPRISES LLC
Guarantor(s) / Ownership %: ALASDAIR FOREMAN, 100%
Loan Details
Loan Number: SFP_038186
$404,979.581
Loan Amount:
First Interest Payment Date: 12/01/2023
Interest Only Terms: 3 BI-WEEKLY PAYMENTS
First P&I Payment Date: 01/12/2024
P&I Terms: 30 BI-WEEKLY PAYMENTS
Maturity Date: 02/21/2025
Total Terms: 33 BI-WEEKLY PAYMENTS
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The Borrower acknowledges and agrees that the Loan Amount will increase by the per diem rate of $166.32 for each day
subsequent to the Effective Date until such time as this November 2023 Agreement is duly executed by the Parties. The Loan
Amount shall be collected by Lender to satisfy the Obligations from the Outstanding Agreements due and owing from Borrower
to Lender, and any remaining amount will be disbursed to Borrower.
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FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024
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Interest and Fees
Interest Rate: 16% per annum
Default Rate: 5% above Interest Rate
Late Fee: 5% of any amount not paid when due
Restructuring Fee: $7,940.78
"Security"
Security: As set forth in the Section entitled below
Marketplace: Amazon.com, inc.
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FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024
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NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024
This Loan Agreement (as may be amended, amended and restated or otherwise modified from time to time,
this "Agreement") is made as of 11/13/2023, by and among SellersFunding International Portfolio Ltd., a
private limited company organized under the laws of England and Wales with UK
Company Registration
Number 12439031 D/B/A SellersFi ("Lender"), LNA ENTERPRISES LLC, a MA LLC ("Borrower"), and
("Guarantor" "Obligor"
the guarantor and together with the Borrower, each an and collectively, the
"Obligors") identified in the Transaction
Summary set forth on the first page of this Agreement (the
"Transaction Summary"). Referenceis hereby made to the Standard Terms and Conditions for Loans,
Purchases of Receivables and Factoring Transactions (as may be amended from time to time, the "Terms
& Conditions") a copy of which can be found at https://sellersfi.com/terms/us-terms-and-conditions.pdf
which is hereby incorporated herein by reference as if fully set forth herein.
Conditions Precedent to Making the Loan
It shall be a condition precedent to the making of the Loan (as defined below) that Borrower shall deliver
to Lender on or prior to the Effective Date as set forth in the Transaction Summary:
1. This Agreement, duly executed by Borrower and the Guarantor.
2. A Note in the form of Exhibit A hereto (the "N_ote"), duly executed by Borrower.
3. An Automatic Payment Agreement in the form of Exhibit B hereto (the "Automatic Payment
Agreement"
and together with this Agreement, the Note, and any other documents, instruments or
agreements executed in connection herewith or therewith, the "Loan Documents"), duly executed
by Borrower.
4. All account details regarding Borrower's Marketplace business account or accounts or other
accounts at any online marketplace and/or ecommerce platform, other platforms, or any sources
which is/are an obligor with respect to Receivables (individually and collectively, Borrower's
"Marketplace Account") as may be necessary to permit Lender to access such Marketplace Account
for the purposes specified in this Agreement.
5. All account details regarding the Bank Account listed in the Transaction Summary or any other
Bank Account as required by Lender that may be necessary to permit Lender to access such account
details for the purposes specified in this Agreement.
6. A copy of Guarantor's driver's license.
7. All information necessary for Lender to file (i) a UCC financing statement naming Borrower, as
debtor, and Lender, as secured party, to be filed in the MA Secretary of State in a form reasonably
acceptable to the Lender and (ii) any other UCC's necessary to perfect the security interests in the
Collateral granted hereby.
8. Borrower shall have paid all applicable fees and costs due and payable on to the Lender including
the retructuring Fee set forth in the Transaction Summary.
9. Lender shall have received such other documents and certificates (including a Form W-9) as the
Lender may reasonably request.
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FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024
DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A
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ARTICLE L BUSINESS LOAN
Section 1.1. Business Loan. Subject to the terms and conditions contained herein and in the Terms &
Conditions, Borrower agrees to borrow, and Lender agrees to lend to Borrower (such loan, the "L_oan"), the
loan amount set forth in the Transaction Summary (the "Loan Amount"). Borrower promises to repay the
Loan, together with (i) Interest (as set forth below), (ii) any other applicable fees and costs set forth in the
Loan Documents and pursuant to Section 1.6, and (iii) all other amounts that may become due Lender under
the Loan Documents, in U.S. dollars, according to the payment schedule set forth below.
THIS IS A COMMERCIAL LOAN. BORROWER AGREES NOT TO USE ANY PORTION OF
THE PROCEEDS OF THE LOAN FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES
AND NOT TO REPAY LENDER FROM ANY CONSUMER ACCOUNT.
Borrower and Guarantor understand, acknowledge and agreeis entering that Borrower
into this Agreement
as a commercial transaction and that Borrower's agreement
to use any portion not
of the proceeds of the
Loan proceeds for personal, family or household purposes and not to repay Lender from any consumer
account means that certain important duties imposed upon transactions and communications for consumer
purposes, and certain important rights conferred upon consumers, pursuant to federal or state law, will not
apply to any aspect of this transaction. Borrower and Guarantor also understand, acknowledge and agree
that Lender may be unable to confirm whether, for example, any particular use of Loan proceeds or any
particular payment conforms to this Section 1.1. Borrower and Guarantor understand, acknowledge and
agree that a breach by Borrower of the provisions of this section will not affect Lender's right to (i) enforce
this Agreement, regardlessof the purpose for which any Loan proceeds are in fact used, or (ii) use any
remedy legally available to Lender in a commercial transaction, even if that remedy would not have been
available had any amount loaned been disbursed for consumer purposes or payment delivered from a
consumer account.
Section 1.2. Interest. The Loan will accrue interest ("Interest") at a rate equal to the interest rate set
forth in the Transaction Summary (the "Interest Rate") from the date the Loan is made until the date the
Loan is repaid in full, which shall be payable on each Payment Due Date (as defined below) as described
in Section 1.4 below. If any principal or Interest on the Loan is not paid when due, the Loan shall bear
Interest at a rate equal to the Default Rate.
If any payment of the Loan is made on a day other than a Payment Due Date, Interest shall be assessed
thereon at a prorated Interest Rate based on the number of days in such month that the Loan was
outstanding divided by the number of days in such month.
Section 1.3. Default Rate. Upon the occurrence of an Event of Default, the outstanding principal
amount of the Loan and, to the extent permitted by applicable law, any interest payments on the Loan or
any fees or other amounts owed under the Loan Documents, shall thereafter bear interest (including
post-petition interest in any proceeding under Title 11 of the United States Code, as amended from time to
time, or any similar federal or state law for the relief of debtors (the "Bankruptcy Code")) payable on
demand at a rate that is 5% per annum in excess of the Interest Rate otherwise payable hereunder with
respect to the Loan (the "Default Rate").
Section 1.4. Repayment. On each Payment Due Date set forth in Exhibit C attached hereto (each, a
"Payment Due Date"), Borrower shall make a payment in an amount equal to the Payment set forth in
Exhibit C (the "Payment"). The Payment may consist of principal and Interest or just Interest, depending
on the schedule. At least five (5) days prior to each Payment Due Date, Lender shall provide Borrower by
e-mail, with a statement (the "Account Summary") showing the outstanding amount of the Loan and the
amount of the upcoming Payment, which shall be binding absent manifest error. Each Payment shall be
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applied as set forth in Section 1.8 below. Borrower acknowledges and agrees that the schedule set forth in
Exhibit C may be adjusted without prior notice to account for any per diem rate increase or returned
payment to the Loan Amount.
Section 1.5. Maturity Date. The unpaid amount of the Loan together with all accrued and unpaid
Interest and other amounts due hereunder shall be immediately due and payable on the Maturity Date set
forth in the Transaction Summary (the "Maturity Date").
Section 1.6. Fees. Borrower acknowledges and agrees that it shall be responsible for certain fees and
costs (as may be amended from time to time) that Borrower may incur in connection with this Agreement
and the other Loan Documents, including the Restructuring Fee. A comprehensive list of fees and costs can
be found at https://sellersfi.app/working-capital/productsfees, which is hereby incorporated herein by
reference as if fully set forth herein. Borrower further acknowledges and agrees that Lender may deduct
any applicable fees and costs from the Loan Amount prior to disbursement of the Loan to the Borrower.
Section 1.7. Returned Payment Fee. If a payment is rejected, returned or dishonored, for any reason,
Lender may assess a returned payment fee which will be in addition to any Interest (including at the Default
Rate if applicable) that may be due.
Section 1.8. Application of Payments. Payments received will be applied first to Returned Payment
Fees and any other fees due under the Loan Documents, then to Interest on the Loan then to principal of
the Loan. Any payment made in excess of the Payment required on such Payment Due Date neither relieves
Borrower of its obligation to make the next scheduled Payment nor reduces the amount of such Payment.
Section 1.9. Note. The Loan shall be evidenced by the Note.
Section 1.10. Security. In order to induce Lender to make the Loan, Borrower hereby grants to Lender
to secure payment and performance of the Obligations (as defined below) under the Loan Documents a
continuing first priority security interest in all of Borrower's right, title and interest in the following,
whether now owned or hereafter acquired (the "Collateral"):
(a) all present and future receivables owed from the Marketplace, or any other marketplace or
"Receivable"
third party, to the Borrower (each a and collectively, the "Receivables")
(b) all present and future (i) accounts (including, but not limited to, all payment rights), (ii)
chattel paper
(including electronic chattel paper), (iii) commercial tort claims, (iv) all collateral securing
the Receivables (if any), (v) deposit accounts (including each Bank Account (as defined in the Terms &
Conditions)), (vi) documents (including documents governing the terms of the Receivables), (vii) financial
assets, (viii) general intangibles, (ix) instruments (including, but not limited to documents governing the
terms of the Receivables), (x) letters of credit, (xi) letter of credit rights, (xii) payment intangibles, (xiii)
securities, (xiv) security accounts, and (xv) security entitlements, in each case whether now or hereafter
owned, held, or acquired, relating to the Receivables, received in connection with the Receivables or into
which the Receivables are paid;
(c) all equipment and inventory sold on the Marketplace or any other online marketplace;
(d) the Marketplace Account and any other account at a marketplace or other third party that
is an obligor in connection with the Receivables;
(e) all books, records, data, plans, manuals, computer software, computer tapes, computer
systems, computer disks, computer programs, source codes and object codes containing any information,
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FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024
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pertaining directly or indirectly to the Collateral and all rights to retrieve data and other information
pertaining directly or indirectly to the Collateral; and
(f) all products or proceeds of the foregoing.
"Obligations"
As used in this Agreement, means all advances to, and debts
(including principal, interest,
fees, costs, and expenses), liabilities, covenants, and indemnities of, Obligor
any arising under any Loan
Document or otherwise with respect to any Loan, whether direct or indirect, absolute or contingent, due or
to become due, now existing or hereafter arising.
This Agreement shall create a continuing security interest in the Collateral which shall remain in full force
and effect until all Obligations have been indefeasibly paid and performed in full and shall (a) be binding
upon the Borrower and the Guarantor, and their respective successors and assigns, and (b) inure, together
with the rights and remedies of the Lender, to the benefit of the Lender and its permitted successors,
transferees and assigns and their respective officers, directors, employees, affiliates, agents, advisors and
controlling persons; provided that, neither the Borrower nor any Guarantor shall assign or otherwise transfer
any of its rights or obligations under this Agreement without the prior written consent of the Lender and
any attempted assignment or transfer without such consent shall be null and void. Without limiting the
generality of the foregoing clause (b) Lender may assign or otherwise transfer any indebtedness held by it
secured by this Agreement to any other person or entity, and such other person or entity shall thereupon
become vested with all the benefits in respect thereof granted to the Lender, herein or otherwise, subject
however, to the provisions of the Agreement.
ARTICLE IL PAYMENTS
Section 2.1. Automatic Payment Authorization. Borrower irrevocably authorizes Lender to initiate,
on each Payment Due Date, an automatic electronic debit from any Bank Account in the amount of the
Payment; provided, however, that if a Payment Due Date falls on a Saturday, Sunday or holiday, then the
Day"
debit may be initiated on the next Business Day. As used herein, "Business means a day other than
a Saturday, Sunday or other day on which commercial banks in New York or Delaware are authorized or
required by law to close. Any separate payments that Borrower makes on or before a Payment Due Date
will not affect this authorization. Borrower understands that the amount of a Payment may vary time from
to time in accordance with the terms hereof but will in no event exceed the total amount of the Obligations.
Lender will not be liable for any fees or interest that Borrower may incur if Lender is unable to debit the
Payment under this authorization. Lender also is not responsible for any fees imposed on Borrower by the
account bank providing any Bank Account as the result of any authorized debit or any payments made
directly by Borrower under this Agreement. Borrower also acknowledges and agrees that Borrower may
designate and appoint Lender to receive on behalf of Borrower all amounts due to Borrower from the
Marketplace or any other marketplace or third party pursuant to an applicable Marketplace agreement. In
the event of such designation, Borrower authorizes Lender to offset the Payment directly from such funds
received on behalf of the Borrower on each Payment Due Date. Any funds received on behalf of the
Borrower not offset as a Payment shall be settled by Lender to a designated Bank Account of Borrower.
Section 2.2. Payment Failure. If a debit is rejected or if Borrower otherwise fails to pay the Payment
when due, or if Lender is unable to collectany a Payment whatsoever, when
Borrower due for other reason
agrees that Lender
may (i) terminate further automatic debits, in which case Borrower will be responsible
for making all further payments directly and in a timely manner, (ii) debit any Bank Account, including
Borrower's Digital Wallet, if applicable, at any time and from time to time, for any amounts due Lender
until paid in full, (iii) declare all outstanding Obligations to be immediately due and payable and (iv) pursue
any and all other remedies available to Lender.
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Section 2.3. Account Maintenance. Borrower agrees to maintain in the Bank Account listed on the
Transaction Summary sufficient funds to meet each Payment obligation. Lender may initiate a debit
at any
time on a Payment Due Date, including prior to the time that Lender opens for business on any Business
Day. Consequently, Borrower understands that funds must be available by the end of the Business Day
prior to the applicable Payment Due Date and maintained in the Bank Account listed on the Transaction
Summary until the debit is processed.
Section 2.4. Terminating Authorization. Lender may modify or terminate automatic debiting for any
days'
reason by providing Borrower five notice in writing in accordance with Section VI(A) of the Terms
& Conditions. Following the date of any termination of automatic debits by Lender, Borrower will be
responsible for making all further payments directly and in a timely manner.
Section 2.5. Other Payments. Borrower may make additional payments at any time. Payments by
postal mail must be sent, postage paid, to the address set forth in Section VI(A) of the Terms & Conditions.
All payments must be made in good and immediately payable funds by wire transfer of same day funds,
check, money order or automatic payment from an account at an U.S. institution offering such service in
U.S. dollars. Borrower is solely responsible for any costs associated with a payment. Payments received
after 5:00 p.m. (ET) on any day will be credited on the next day. Credit to Borrower's account may be
delayed up to five (5) calendar days if a payment (a) is not received at the above address, (b) is not made
in U.S. dollars drawn on a U.S. financial institution located in the U.S., (c) contains more than one payment,
or (d) includes correspondence of any type.
Section 2.6. Acceptance of Late and Partial Payments; Disputed Amounts. Lender may accept late
or partial payments without waiving any of Lender's rights under this Agreement. Borrower agrees not to
full," recourse"
send Lender partial payments marked "paid in "without or similar language. If Borrower
sends such a late payment or includes such language in violation of this Section 2.6, Lender may accept it
without waiving any of Lender's rights under the Loan Documents.
Section 2.7. Interest Rate Limitation. If at any time and for any reason whatsoever, the Interest Rate or
any interest rate payable on the Loan shall exceed the maximum rate of interest permitted to be charged by
the Lender to the Borrower under applicable law, such Interest Rate or other interest rate shall be reduced
automatically to the maximum rate of interest permitted to be charged under applicable law.
ARTICLE III. EVENTS OF DEFAULT
Section 3.1. Defaults.
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FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024 DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024 SellersFi. Borrower and Guarantor hereby request, and Lender hereby agrees that upon execution of this Loan Agreement bearing loan number SFP_038186 with an effective date of November 13, 2023 (the "November 2023 Agreement") by and between SellersFunding International Portfolio Ltd., and LNA Enterprises LLC, the outstanding Obligations due to Lender from LNA Enterprises LLC under: 1) the Revolving Loan Agreement dated December 3, 2020, 2) the Notice of Borrowing bearing loan number SFP_039542, and 3) the Notice of Borrowing and Consolidation bearing loan number SFP_038186 (all of which shall be collectively referred to herein as the "Outstanding Agreements") shall be satisfied from the Loan Amount due to Borrower under this November 2023 Agreement. LOAN AGREEMENT Transaction Summary: Effective Date: 11/13/2023 Borrower Information Borrower: LNA ENTERPRISES LLC Borrower D/B/A: PIPELINE24 Entity Type: LLC Jurisdiction of Organization: MA Principal Place of Business: 63 RESERVOIR PARK DR, ROCKLAND, MA 02370-1060 Bank Account / Number: BANK OF AMERICA, N.A / Account Holder: LNA ENTERPRISES LLC Guarantor(s) / Ownership %: ALASDAIR FOREMAN, 100% Loan Details Loan Number: SFP_038186 $404,979.581 Loan Amount: First Interest Payment Date: 12/01/2023 Interest Only Terms: 3 BI-WEEKLY PAYMENTS First P&I Payment Date: 01/12/2024 P&I Terms: 30 BI-WEEKLY PAYMENTS Maturity Date: 02/21/2025 Total Terms: 33 BI-WEEKLY PAYMENTS 1 The Borrower acknowledges and agrees that the Loan Amount will increase by the per diem rate of $166.32 for each day subsequent to the Effective Date until such time as this November 2023 Agreement is duly executed by the Parties. The Loan Amount shall be collected by Lender to satisfy the Obligations from the Outstanding Agreements due and owing from Borrower to Lender, and any remaining amount will be disbursed to Borrower. DS DS FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024 DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024 Interest and Fees Interest Rate: 16% per annum Default Rate: 5% above Interest Rate Late Fee: 5% of any amount not paid when due Restructuring Fee: $7,940.78 "Security" Security: As set forth in the Section entitled below Marketplace: Amazon.com, inc. 2 DS AF FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024 DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024 This Loan Agreement (as may be amended, amended and restated or otherwise modified from time to time, this "Agreement") is made as of 11/13/2023, by and among SellersFunding International Portfolio Ltd., a private limited company organized under the laws of England and Wales with UK Company Registration Number 12439031 D/B/A SellersFi ("Lender"), LNA ENTERPRISES LLC, a MA LLC ("Borrower"), and ("Guarantor" "Obligor" the guarantor and together with the Borrower, each an and collectively, the "Obligors") identified in the Transaction Summary set forth on the first page of this Agreement (the "Transaction Summary"). Referenceis hereby made to the Standard Terms and Conditions for Loans, Purchases of Receivables and Factoring Transactions (as may be amended from time to time, the "Terms & Conditions") a copy of which can be found at https://sellersfi.com/terms/us-terms-and-conditions.pdf which is hereby incorporated herein by reference as if fully set forth herein. Conditions Precedent to Making the Loan It shall be a condition precedent to the making of the Loan (as defined below) that Borrower shall deliver to Lender on or prior to the Effective Date as set forth in the Transaction Summary: 1. This Agreement, duly executed by Borrower and the Guarantor. 2. A Note in the form of Exhibit A hereto (the "N_ote"), duly executed by Borrower. 3. An Automatic Payment Agreement in the form of Exhibit B hereto (the "Automatic Payment Agreement" and together with this Agreement, the Note, and any other documents, instruments or agreements executed in connection herewith or therewith, the "Loan Documents"), duly executed by Borrower. 4. All account details regarding Borrower's Marketplace business account or accounts or other accounts at any online marketplace and/or ecommerce platform, other platforms, or any sources which is/are an obligor with respect to Receivables (individually and collectively, Borrower's "Marketplace Account") as may be necessary to permit Lender to access such Marketplace Account for the purposes specified in this Agreement. 5. All account details regarding the Bank Account listed in the Transaction Summary or any other Bank Account as required by Lender that may be necessary to permit Lender to access such account details for the purposes specified in this Agreement. 6. A copy of Guarantor's driver's license. 7. All information necessary for Lender to file (i) a UCC financing statement naming Borrower, as debtor, and Lender, as secured party, to be filed in the MA Secretary of State in a form reasonably acceptable to the Lender and (ii) any other UCC's necessary to perfect the security interests in the Collateral granted hereby. 8. Borrower shall have paid all applicable fees and costs due and payable on to the Lender including the retructuring Fee set forth in the Transaction Summary. 9. Lender shall have received such other documents and certificates (including a Form W-9) as the Lender may reasonably request. 3 DS AF FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024 DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024 ARTICLE L BUSINESS LOAN Section 1.1. Business Loan. Subject to the terms and conditions contained herein and in the Terms & Conditions, Borrower agrees to borrow, and Lender agrees to lend to Borrower (such loan, the "L_oan"), the loan amount set forth in the Transaction Summary (the "Loan Amount"). Borrower promises to repay the Loan, together with (i) Interest (as set forth below), (ii) any other applicable fees and costs set forth in the Loan Documents and pursuant to Section 1.6, and (iii) all other amounts that may become due Lender under the Loan Documents, in U.S. dollars, according to the payment schedule set forth below. THIS IS A COMMERCIAL LOAN. BORROWER AGREES NOT TO USE ANY PORTION OF THE PROCEEDS OF THE LOAN FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES AND NOT TO REPAY LENDER FROM ANY CONSUMER ACCOUNT. Borrower and Guarantor understand, acknowledge and agreeis entering that Borrower into this Agreement as a commercial transaction and that Borrower's agreement to use any portion not of the proceeds of the Loan proceeds for personal, family or household purposes and not to repay Lender from any consumer account means that certain important duties imposed upon transactions and communications for consumer purposes, and certain important rights conferred upon consumers, pursuant to federal or state law, will not apply to any aspect of this transaction. Borrower and Guarantor also understand, acknowledge and agree that Lender may be unable to confirm whether, for example, any particular use of Loan proceeds or any particular payment conforms to this Section 1.1. Borrower and Guarantor understand, acknowledge and agree that a breach by Borrower of the provisions of this section will not affect Lender's right to (i) enforce this Agreement, regardlessof the purpose for which any Loan proceeds are in fact used, or (ii) use any remedy legally available to Lender in a commercial transaction, even if that remedy would not have been available had any amount loaned been disbursed for consumer purposes or payment delivered from a consumer account. Section 1.2. Interest. The Loan will accrue interest ("Interest") at a rate equal to the interest rate set forth in the Transaction Summary (the "Interest Rate") from the date the Loan is made until the date the Loan is repaid in full, which shall be payable on each Payment Due Date (as defined below) as described in Section 1.4 below. If any principal or Interest on the Loan is not paid when due, the Loan shall bear Interest at a rate equal to the Default Rate. If any payment of the Loan is made on a day other than a Payment Due Date, Interest shall be assessed thereon at a prorated Interest Rate based on the number of days in such month that the Loan was outstanding divided by the number of days in such month. Section 1.3. Default Rate. Upon the occurrence of an Event of Default, the outstanding principal amount of the Loan and, to the extent permitted by applicable law, any interest payments on the Loan or any fees or other amounts owed under the Loan Documents, shall thereafter bear interest (including post-petition interest in any proceeding under Title 11 of the United States Code, as amended from time to time, or any similar federal or state law for the relief of debtors (the "Bankruptcy Code")) payable on demand at a rate that is 5% per annum in excess of the Interest Rate otherwise payable hereunder with respect to the Loan (the "Default Rate"). Section 1.4. Repayment. On each Payment Due Date set forth in Exhibit C attached hereto (each, a "Payment Due Date"), Borrower shall make a payment in an amount equal to the Payment set forth in Exhibit C (the "Payment"). The Payment may consist of principal and Interest or just Interest, depending on the schedule. At least five (5) days prior to each Payment Due Date, Lender shall provide Borrower by e-mail, with a statement (the "Account Summary") showing the outstanding amount of the Loan and the amount of the upcoming Payment, which shall be binding absent manifest error. Each Payment shall be 4 DS AF FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024 DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024 applied as set forth in Section 1.8 below. Borrower acknowledges and agrees that the schedule set forth in Exhibit C may be adjusted without prior notice to account for any per diem rate increase or returned payment to the Loan Amount. Section 1.5. Maturity Date. The unpaid amount of the Loan together with all accrued and unpaid Interest and other amounts due hereunder shall be immediately due and payable on the Maturity Date set forth in the Transaction Summary (the "Maturity Date"). Section 1.6. Fees. Borrower acknowledges and agrees that it shall be responsible for certain fees and costs (as may be amended from time to time) that Borrower may incur in connection with this Agreement and the other Loan Documents, including the Restructuring Fee. A comprehensive list of fees and costs can be found at https://sellersfi.app/working-capital/productsfees, which is hereby incorporated herein by reference as if fully set forth herein. Borrower further acknowledges and agrees that Lender may deduct any applicable fees and costs from the Loan Amount prior to disbursement of the Loan to the Borrower. Section 1.7. Returned Payment Fee. If a payment is rejected, returned or dishonored, for any reason, Lender may assess a returned payment fee which will be in addition to any Interest (including at the Default Rate if applicable) that may be due. Section 1.8. Application of Payments. Payments received will be applied first to Returned Payment Fees and any other fees due under the Loan Documents, then to Interest on the Loan then to principal of the Loan. Any payment made in excess of the Payment required on such Payment Due Date neither relieves Borrower of its obligation to make the next scheduled Payment nor reduces the amount of such Payment. Section 1.9. Note. The Loan shall be evidenced by the Note. Section 1.10. Security. In order to induce Lender to make the Loan, Borrower hereby grants to Lender to secure payment and performance of the Obligations (as defined below) under the Loan Documents a continuing first priority security interest in all of Borrower's right, title and interest in the following, whether now owned or hereafter acquired (the "Collateral"): (a) all present and future receivables owed from the Marketplace, or any other marketplace or "Receivable" third party, to the Borrower (each a and collectively, the "Receivables") (b) all present and future (i) accounts (including, but not limited to, all payment rights), (ii) chattel paper (including electronic chattel paper), (iii) commercial tort claims, (iv) all collateral securing the Receivables (if any), (v) deposit accounts (including each Bank Account (as defined in the Terms & Conditions)), (vi) documents (including documents governing the terms of the Receivables), (vii) financial assets, (viii) general intangibles, (ix) instruments (including, but not limited to documents governing the terms of the Receivables), (x) letters of credit, (xi) letter of credit rights, (xii) payment intangibles, (xiii) securities, (xiv) security accounts, and (xv) security entitlements, in each case whether now or hereafter owned, held, or acquired, relating to the Receivables, received in connection with the Receivables or into which the Receivables are paid; (c) all equipment and inventory sold on the Marketplace or any other online marketplace; (d) the Marketplace Account and any other account at a marketplace or other third party that is an obligor in connection with the Receivables; (e) all books, records, data, plans, manuals, computer software, computer tapes, computer systems, computer disks, computer programs, source codes and object codes containing any information, 5 DS AF FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024 DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024 pertaining directly or indirectly to the Collateral and all rights to retrieve data and other information pertaining directly or indirectly to the Collateral; and (f) all products or proceeds of the foregoing. "Obligations" As used in this Agreement, means all advances to, and debts (including principal, interest, fees, costs, and expenses), liabilities, covenants, and indemnities of, Obligor any arising under any Loan Document or otherwise with respect to any Loan, whether direct or indirect, absolute or contingent, due or to become due, now existing or hereafter arising. This Agreement shall create a continuing security interest in the Collateral which shall remain in full force and effect until all Obligations have been indefeasibly paid and performed in full and shall (a) be binding upon the Borrower and the Guarantor, and their respective successors and assigns, and (b) inure, together with the rights and remedies of the Lender, to the benefit of the Lender and its permitted successors, transferees and assigns and their respective officers, directors, employees, affiliates, agents, advisors and controlling persons; provided that, neither the Borrower nor any Guarantor shall assign or otherwise transfer any of its rights or obligations under this Agreement without the prior written consent of the Lender and any attempted assignment or transfer without such consent shall be null and void. Without limiting the generality of the foregoing clause (b) Lender may assign or otherwise transfer any indebtedness held by it secured by this Agreement to any other person or entity, and such other person or entity shall thereupon become vested with all the benefits in respect thereof granted to the Lender, herein or otherwise, subject however, to the provisions of the Agreement. ARTICLE IL PAYMENTS Section 2.1. Automatic Payment Authorization. Borrower irrevocably authorizes Lender to initiate, on each Payment Due Date, an automatic electronic debit from any Bank Account in the amount of the Payment; provided, however, that if a Payment Due Date falls on a Saturday, Sunday or holiday, then the Day" debit may be initiated on the next Business Day. As used herein, "Business means a day other than a Saturday, Sunday or other day on which commercial banks in New York or Delaware are authorized or required by law to close. Any separate payments that Borrower makes on or before a Payment Due Date will not affect this authorization. Borrower understands that the amount of a Payment may vary time from to time in accordance with the terms hereof but will in no event exceed the total amount of the Obligations. Lender will not be liable for any fees or interest that Borrower may incur if Lender is unable to debit the Payment under this authorization. Lender also is not responsible for any fees imposed on Borrower by the account bank providing any Bank Account as the result of any authorized debit or any payments made directly by Borrower under this Agreement. Borrower also acknowledges and agrees that Borrower may designate and appoint Lender to receive on behalf of Borrower all amounts due to Borrower from the Marketplace or any other marketplace or third party pursuant to an applicable Marketplace agreement. In the event of such designation, Borrower authorizes Lender to offset the Payment directly from such funds received on behalf of the Borrower on each Payment Due Date. Any funds received on behalf of the Borrower not offset as a Payment shall be settled by Lender to a designated Bank Account of Borrower. Section 2.2. Payment Failure. If a debit is rejected or if Borrower otherwise fails to pay the Payment when due, or if Lender is unable to collectany a Payment whatsoever, when Borrower due for other reason agrees that Lender may (i) terminate further automatic debits, in which case Borrower will be responsible for making all further payments directly and in a timely manner, (ii) debit any Bank Account, including Borrower's Digital Wallet, if applicable, at any time and from time to time, for any amounts due Lender until paid in full, (iii) declare all outstanding Obligations to be immediately due and payable and (iv) pursue any and all other remedies available to Lender. 6 DS AF FILED: ROCKLAND COUNTY CLERK 05/02/2024 11:17 AM INDEX NO. 032419/2024 DocuSign Envelope ID: 6F93D628-CEC8-4E90-97F9-2B6B27A1763A NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 05/02/2024 Section 2.3. Account Maintenance. Borrower agrees to maintain in the Bank Account listed on the Transaction Summary sufficient funds to meet each Payment obligation. Lender may initiate a debit at any time on a Payment Due Date, including prior to the time that Lender opens for business on any Business Day. Consequently, Borrower understands that funds must be available by the end of the Business Day prior to the applicable Payment Due Date and maintained in the Bank Account listed on the Transaction Summary until the debit is processed. Section 2.4. Terminating Authorization. Lender may modify or terminate automatic debiting for any days' reason by providing Borrower five notice in writing in accordance with Section VI(A) of the Terms & Conditions. Following the date of any termination of automatic debits by Lender, Borrower will be responsible for making all further payments directly and in a timely manner. Section 2.5. Other Payments. Borrower may make additional payments at any time. Payments by postal mail must be sent, postage paid, to the address set forth in Section VI(A) of the Terms & Conditions. All payments must be made in good and immediately payable funds by wire transfer of same day funds, check, money order or automatic payment from an account at an U.S. institution offering such service in U.S. dollars. Borrower is solely responsible for any costs associated with a payment. Payments received after 5:00 p.m. (ET) on any day will be credited on the next day. Credit to Borrower's account may be delayed up to five (5) calendar days if a payment (a) is not received at the above address, (b) is not made in U.S. dollars drawn on a U.S. financial institution located in the U.S., (c) contains more than one payment, or (d) includes correspondence of any type. Section 2.6. Acceptance of Late and Partial Payments; Disputed Amounts. Lender may accept late or partial payments without waiving any of Lender's rights under this Agreement. Borrower agrees not to full," recourse" send Lender partial payments marked "paid in "without or similar language. If Borrower sends such a late payment or includes such language in violation of this Section 2.6, Lender may accept it without waiving any of Lender's rights under the Loan Documents. Section 2.7. Interest Rate Limitation. If at any time and for any reason whatsoever, the Interest Rate or any interest rate payable on the Loan shall exceed the maximum rate of interest permitted to be charged by the Lender to the Borrower under applicable law, such Interest Rate or other interest rate shall be reduced automatically to the maximum rate of interest permitted to be charged under applicable law. ARTICLE III. EVENTS OF DEFAULT Section 3.1. Defaults.