Preview
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
cashium.
CAPITAL
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-CSCCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
Standard merchant cash advance agreement / Cashium Capital LLC / Page 2
Standard merchant cash advance agreement
This is an Agreement dated 04ma/2024
by and between CASHIUMCAPITAL ("CC") and each merchant listed below ("Merchant").
Merchant's Legal Name: ROBERT
SAFFORD
GOODWIN
STONE
ANDCOMPASS
D/R/A/- Fed ID #:
REDACTED
Type of Entity:
QCorporation Limited
POBOX73
Liability Company Q Limited Partnership
MARBLEHEAD
Q Limited
MA
Liability Partnership QMS
Sole Proprietor
Business Address: State: Zip:
3 KNOLLWOOD
RD MARBLEHEAD MA 01945
Contact Address: City: State: Zip:
E-mail Address: "48t°"""M°°"pªªª""' Phone Number: 781-854-s264
Purchase Price
This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined o0,000,00
9
below).
Receivables Purchased Amount 149.900.00
$
This is the amount of Receivables (defined in Section 1 below) being sold.
Specified Percentage
This is the percentage of Receivables (defined below) to be delivered until the Receivables
Purchased Amount is paid in full.
Net Funds Provided
This is the net amount being paid to or on behalf of Merchant(s) deduction of applicable fees 00-000·00
after $
listed in Section 2 below.
Initial Estimated Payment 7375
This is only applicable if an Addendumfor Estimated Payments is being signed. This is the initial
amount of periodic payments collected from Merchant(s) as an approximation of no more than the
Specified Percentage of the Receivables and is subject to reconciliation as set forth in Section 4 DAILY
below.
Terms and conditions
7.Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to CC(making CCthe absolute owner) in consideration of the funds
provided ("Purchase Price") specified above, all of each Merchant's future accounts, contract rights, and other obligations arising from or re-
lating to the payment of monies from each Merchant's customers and/or other third party payors (the "Receivables", defined as all payments
made by cash, check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each merchant's
business), for the payment of each Merchant's sale of goods or services until the amount specified above (the "Receivables Purchased
Amount") has been delivered by Merchant(s) to CC. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has
been received in full by CC, each Merchant's Receivables, up to the balance of the Receivables Purchased Amount, are the property of CC
and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for CCand that each Merchant will hold Receivables in
trust for CCin its capacity as a fiduciary for CC.
°""''"*
I have read and agree to the terms and conditions set forth above: Nameand Title: ROBERT
S. - WNER Date o4me/2024
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-CSCCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
Standard merchant cash advance agreement / Cashium Capital LLC / Page 3
The Receivables Purchased Amount shall be paid to CCby each Merchant irrevocably authorizing only one depositing account acceptable
to CC(the to remit the percentage specified above (the "Specified Percentage") of each Merchant's settlement amounts
"Account")
due from each transaction, until such time as CCreceives payment in full of the Receivables Purchased Amount. Each Merchant hereby
authorizes CCto ACHdebit the specified remittances from the Account on a daily basis as of the next business day after the date of this
Agreement and will provide CCwith all required access codes and monthly bank statements. Each Merchant understands that it will be
held responsible for any fees resulting from a rejected ACHattempt or an Event of Default (see Section 2). CCis not responsible for any
overdrafts or rejected transactions that may result from CC's ACHdebiting the Specified Percentage amounts under the terms of this
Agreement.
2.Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to
CCfor the following fees, where applicable:
A. $ 1" - to cover underwriting and the ACHdebit program, as well as related expenses. This will be deducted from payment of the
Purchase Price.
B.Wire Fee Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed Wire or $0.00 for a bank
ACH. This will be deducted from payment of the Purchase Price.
C. Blocked Account/Default $2,500.00 If CCconsiders an Event of Defauk to have taken place under Section 34.
D. UCCFee $195.00-
to cover CCfiling a UCC-1 financing statement to secure its interest in the Receivables
Purchased Amount. A $195.00 UCCtermination fee will be charged if a UCCfiling is terminated.
E. Court costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other expenses incurred in litigation, arbitration,
or the enforcement of any of CC's legal or contractual rights against each Merchant and/or each Guarantor, if required, as explained in other
Sections of this Agreement.
3. Cap on Collection of the Receivables PurchasedAmount. The amount that CCwill collect from Merchant(s) towards the Receivables
Purchased Amount during any specific DRY will be capped at $ 1,a73.7s (the "Cap"). If the Specified Percentage of all Receivables
for a specific 25% is less than the Cap, then in addition to the Specified Percentage of Receivables for that day, CCwill be permitted
to collect any Receivables it did not previously collect due to the Cap such that the total amount collected during that DAILY does not
exceed the Cap. The Cap is not applicable to makeup for a business day on which CCis closed and does not ACHdebit the Account, to
subsequent attempts to collect a rejected or blocked ACHpayment, or for the collection of any of the fees listed in Section 2 or if any Event
of Default listed in Section 34 is considered by CCto have taken place.
4. Reconciliations. Any Merchant may give written notice to CCrequesting that CCconduct a reconciliation in order to ensure that the
amount that CChas collected
equals the Specified Percentage of Merchant(s)'s Receivables under this Agreement. Any Merchant may
give written notice requesting a reconciliation. A reconciliation may also be requested by e-mail to CCand such notice will be deemed to
have been received if and when CCsends a reply e- mail (but not a read receipt). If such reconciliation determines that CCcollected more
than it was entitled to, then CCwill credit to the Account all amounts to which CCwas not entitled within seven days thereafter. If such
reconciliation determines that CCcollected less than it was entitled to, then CCwill debit from the Account all additional amounts to which
CCwas entitled within seven days thereafter. In order to effectuate this reconciliation, any Merchant must produce with its request the
login and password for the Account and any and all bank statements and merchant statements covering the period from the date of this
Agreement through the date of the request for a reconciliation. CCwill complete each such reconciliation within two business days after
receipt of a written request for one accompanied by the information and documents required for it. Nothing herein limits the amount of
times that such a reconciliation may be requested.
5.Prepayments. Although there is no obligation to do so, any Merchant may prepay any amount towards the Receivables Purchased
Amount. There will be no penalty for any prepayment made by any Merchant. Any Merchant may elect to terminate this Agreement by
prepaying CCthe amount of the balance of the Receivables Purchased Amount at that time.
5EN581D00714GL,
- OWNER
I have read and agree to the terms and conditions set forth above: Nameand Title: ROBERT
S. GOODWIN Date °®2024
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
Standard merchant cash advance agreement / Cashium Capital LLC / Page 4
6. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to CC, to obtain electronic fund transfer services and/
"ACH"
or payments. Merchant(s) shall provide CCand/or its authorized agent with all of the information, authorizations, and passwords
necessary to verify each Merchant's Receivables. Merchant(s) shall authorize CCand/or its agent(s) to deduct the amounts owed to CCfor
the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to
CCby permitting CCto withdraw the Specified Percentage by ACHdebiting of the account. The authorization shall be irrevocable absent
CC's written consent.
7. Term of Agreement. The term of this Agreement is indefiniteand shall continue until CCreceives the full Receivables Purchased Amount,
or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 4, 6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19, 22, 23, 28,
31, 32, 33, 34, 35, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, and 58 shall survive any termination of this
Agreement.
8.Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business
and that the payments to be made from each Merchant to CCunder this Agreement are being made in the ordinary course of each
Merchant's business.
9. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement)
authorizes CCand its agent(s) to investigate each Merchant's financial responsibility and history, and will provide to CCany bank or financial
statements, tax returns, and other documents and records, as CCdeems necessary prior to or at any time after execution of this Agreement.
A photocopy of this authorization will be deemed as acceptable for release of financial information. CCis authorized to update such
information and financial profiles from time to time as it deemsappropriate.
10. Monitoring, Recording, and Electronic Communications. CCmay choose to monitor and/or record telephone calls with any Merchant
and owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between CCand any Merchant or
its
its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for CCto enter any Merchant's
premises and to observe any Merchant's premises without any prior notice to any Merchant at any time after execution of this Agreement.
CCmay use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), Owner(s) (Owner being
defined as each person who signs this Agreement on behalf of a Merchant), and Guarantor(s) about Merchant(s)'s account. Telephone
messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a Guarantor, or
someoneelse. These messages may also be recorded by the recipient's answering machine or voice mail. Each Merchant, each Owner, and
each Guarantor gives CCpermission to call or send a text message to any telephone number given to CCin connection with this Agreement
and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any Merchant's account
over the phone. Each Merchant, each Owner, and each Guarantor also gives CCpermission to communicate such information to them
by e-mail. Each Merchant, each Owner, and each Guarantor agree that CCwill not be liable to any of them for any such calls or electronic
communications, even if information is communicated to an unintended recipient. Each Merchant, each Owner, and each Guarantor
acknowledge that when they receive such calls or electronic communications, they may incur a charge from the companythat provides
them with telecommunications, wireless, and/or Internet services, and that CChas no liability for any such charges.
ff.Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is
obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this
Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations
under this Agreement and that the information provided herein and in all of CC's documents, forms, and recorded interview(s) is true,
accurate, and complete in all respects. CCmay produce a monthly statement reflecting the delivery of the Specified Percentage of
Receivables from Merchant(s) to CC. An investigative report may be made in connection with the Agreement. Each Merchant and each
Owner signing this Agreement authorize CC, its agents and representatives, and any credit reporting agency engaged by
CC, to (i) investigate any references given or any other statements obtained from or about each Merchant or any of its Ownersfor the
purpose of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any
obligation to CCunder this Agreement or for CC's ability to determine any Merchant's eligibility to enter into any future agreement with CC.
Any misrepresentation made by any Merchant or Owner in connection with this Agreement may constitute a separate claim for fraud or
intentional misrepresentation.
5E895B1DB9M4D7....
ROBERTS. GOODWIN
- OWNER 04/08/2024
I have read and agree to the terms and conditions set forth above: Nameand Title: Date
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
Standard merchant cash advance agreement / Cashium Capital LLC / Page 5
Authorization for soft pulls: Each Merchant and each Owner understands that by signing Agreement, they are providing
this
instructions'
'written to CCunder the Fair Credit Reporting Act, authorizing CCto from their personal credit profile or
obtain information
other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CCto obtain such information
solely conduct a pre-qualification
to for credit.
Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing
instructions'
'written to CCunder the Fair Credit Reporting Act, authorizing CCto obtain information from their personal credit profile or
other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CCto obtain such information in
accordance with a merchant cash advance application.
12. Transactional History. Each Merchant authorizes its bank to provide CCwith its banking and/or credit card processing history.
13. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant's credit card
and check processors (collectively, "Processor") and Processor's officers, directors, and shareholders against all losses, damages, claims,
liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting from (a) claims asserted by CCfor
monies owed to CCfrom any Merchant and
(b) actions taken by any Processor in reliance upon information or instructions provided by CC.
14. NoLiability. In no event will CCbe liable for any claims asserted by any Merchant under any legal theory for lost profits, lost revenues,
business opportunities,
lost exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by each
Merchant and each Guarantor.
15. Sale of ReceivaNes. Each Merchant and CCagree that the Purchase Price under this Agreement is in exchange for the Receivables
Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from CCto any Merchant. CC
is entering into this Agreement knowing the risks that each Merchant's business may decline or fail, resulting in CCnot receiving the
Receivables Purchased Amount. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement
equals the fair market value of such Receivables. CChas purchased and shall own all the Receivables described in this Agreement up to the
full Receivables Purchased Amount as the Receivables are created. Payments madeto CCin respect to the full amount of the Receivables
shall be conditioned upon each Merchant's sale of products and services and the payment therefor by each Merchant's customers in the
manner provided in this Agreement. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APRin connection
with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does
not have an interest rate.
f 6. Power of Attorney. Each Merchant irrevocably appoints CCas its agent and attorney-in-fact with full authority to take any action or
execute any instrument or document to settle all obligations due to CC, or, if CCconsiders an Event of Default to have taken place under
Section 34, to settle all obligations due to CCfrom each Merchant, including without limitation (i) to obtain and adjust insurance; (ii) to
collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 33); (iii) to receive, endorse
and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign
each Merchant's nameon any invoice, bill of lading, or assignment directing customers or account debtors to makepayment directly to CC;
and (v) to file any claims or take any action or institute any proceeding which CCmay deem necessary for the collection of any of the unpaid
Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased
Amount.
5E895B1DB9M4D7-
ROBERTS. GOODWIN
- OWNER 04/08/2024
I have read and agree to the terms and conditions set forth above: Nameand Title: Date
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
Standard merchant cash advance agreement / Cashium Capital LLC / Page 6
17. Protections Against Default. The following Protections 1 through 7 may be invoked by CC, immediately and without notice to any
Merchant in the event:
(a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used
by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and
credit cards for the purchase of any Merchant's services and products;
(b) Any Merchant changes its arrangements with any Processor in any way that is adverse to CC;
(c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or
credit card processor or permits any event to occur that could cause diversion of any Merchant's check and/or credit card transactions to
another such processor;
(d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or
transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of CCand (ii) the
written agreement of any purchaser or transferee to the assumption of all of any Merchant's obligations under this Agreement pursuant to
documentation satisfactory to CC; or
(e) Any Merchant takes any action, fails to take any action, or offers any incentive-economic or otherwise-the result of
which will be to induce any customer or customers to pay for any Merchant's goods or services with any meansother than checks and/or
credit cards that are settled through Processor. These protections are in addition to any other remedies available to CCat law, in equity, or
otherwise available pursuant to this Agreement.
(f) CCconsiders any Event of Default listed in Section 34 to have taken place.
Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and
payable in full immediately.
Protection 2. CCmay enforce the provisions of the Guarantee against Guarantor. Protection 3. CCmay enforce its security interest
in the Collateral identified in Section 33.
Protection 4. CCmay proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested
by CC, Merchant shall deliver to CCan executed assignment of lease of each
Merchant's premises in favor of CC. Upon breach of any provision in this Section 17, CCmayexercise its rights under such assignment of
lease.
6. CCmay debit any Merchant's depository
Protection accounts wherever situated by meansof ACHdebit or electronic or
facsimile on a computer-generated check drawn on any Merchant's bank account or otherwise, in an amount consistent with the
signature
terms of this Agreement.
Protection 7. CCwill have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or
Guarantor, to notify each Merchant's credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card
processor to makepayment to CCof all or any portion of the amounts received by such credit card processor on behalf of each Merchant.
Each Merchant hereby grants to CCan irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby
appoints CCand its representatives as each Merchant's attorney-in-fact to take any and all action necessary to direct such new or additional
credit card and/or check processor to makepayment to CCas contemplated by this Section.
18. Protection of Information. Each Merchant and each person signing Agreement on behalf of each Merchant and/or as Owner,
this in
respect of himself or herself personally, authorizes CCto disclose information concerning each Merchant, Owner and/or Guarantor's
credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and
Owner hereby waives to the maximumextent by law any claim for damagesagainst CCor any of its affiliates relating to any
permitted
(i) investigation undertaken by or on behalf of CCas permitted by this Agreement or (ii) disclosure of information as permitted by this
Agreement.
19. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by CC,
including this Agreement and any other CCdocuments (collectively, "Confidential Information") are proprietary and confidential information
of CC. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of CCto any
person other than an attorney, accountant, financial advisor, or employee of any Merchant who needs to know such information for the
purpose of advising any Merchant ("Advisor"), provided such Advisor uses such information solely for the purpose of advising any Merchant
and first agrees in writing to be bound by the terms of this Section 19.
as" "d/b/a"
20. D/B/As. Each Merchant hereby acknowledges and agrees that CCmay be using "doing business or namesin connection
with various matters relating to the transaction between CCand each Merchant, including the filing of UCC-1 financing statements and
other notices or filings.
5E895B1DB9M4D7....
ROBERTS. GOODWIN
- OWNER 04/08/2024
I have read and agree to the terms and conditions set forth above: Nameand Title: Date
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
Standard merchant cash advance agreement / Cashium Capital LLC / Page 7
21. FinancialCondition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial
statements, copies of which have been furnished to CC, and future statements which will be furnished hereafter at the request of CC, fairly
represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse changes,
financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to
advise CCof any material adverse change in its financial condition, operation, or ownership.
22. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and
has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently
engaged.
23. Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this Agreement on behalf of each
Merchant has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized.
24. Insurance. Each Merchant represents, warrants, and covenants that it will maintain business interruption insurance naming CCas loss
payee and additional insured in amounts and against risks as are satisfactory to CCand shall provide CCproof of such insurance upon
request.
25. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without CC's prior written
consent, change its Processor, add terminals, change its financial institution or bank account, or take any other action that could have any
adverse effect upon any Merchant's obligations under this Agreement.
26. Changeof Nameor Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name
other than as disclosed to CCor change any place(s) of its business without prior written consent from CC.
27. Estoppel Certificate. Each Merchant represents, warrants, and covenants that it will, at any time, and from time to time, upon at least
two day's prior notice from CCto that Merchant, execute, acknowledge, and deliver to CCand/or to any other person or entity specified by
CC, a statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same
is in full force and effect as modified and stating the modifications) and stating the dates which the Receivables Purchased Amount or any
portion thereof have been paid.
28. NoBankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate
and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition
brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition
and it does not anticipate that an involuntary petition will be filed against it. Each Merchant further warrants that there will be no statutory
presumption that it would have been insolvent on the date of this Agreement.
29. UnencumberedReceivaMes. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title to
all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security
interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent
with this Agreement or adverse to the interests of CC, other than any for which CChas actual or constructive knowledge as of the date of
this Agreement.
30. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than CCany arrangement,
agreement, or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against, collateral
against, or the sale or purchase of credits against Receivables without the prior written consent of CC.
31.Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the
in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a
jurisdictions
consumer for personal, family, or household purposes.
32. Default Under Other Contracts. Each Merchant represents, warrants, and covenants that its execution of and/or performance under this
Agreement not cause or create an event of default by any Merchant under any contract with another person or entity.
will
5E895B1DB9M4D7....
ROBERTS. GOODWIN
- OWNER 04/08/2024
I have read and agree to the terms and conditions set forth above: Nameand Title: Date
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
Standard merchant cash advance agreement / Cashium Capital LLC / Page 8
33. Security Interest. To secure each Merchant's payment and performance obligations to CCunder this Agreement and any future
agreement with CC, each Merchant hereby grants to CCa security interest in collateral (the "Collateral"), that is defined as collectively:
(a) all accounts, including without limitation, all deposit accounts, accounts receivable, and other receivables, chattel paper, documents,
equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the
"UCC"), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The
parties acknowledge and agree that any security interest granted to CCunder any other agreement between any Merchant or
Guarantor and CC(the "Cross Collateral") will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant
agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross
Collateral, as applicable.
Each Merchant agrees to execute any documents or take any action in connection with this Agreement as CC
deems necessary to perfect or maintain CC's first priority security interest in the Collateral and the Cross Collateral, including the execution
of any account control agreements. Each Merchant hereby authorizes CCto file any financing statements deemed necessary by CCto
perfect or maintain CC's security interest, which financing statements may
contain notification that each Merchant has granted a negative pledge to CCwith respect to the Collateral and the
Cross Collateral, and that any subsequent lienor may be tortiously interfering with CC's rights. Each Merchant shall be liable for and CCmay
charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by CCin protecting, preserving,
and enforcing CC's security interest and rights. Each Merchant further
acknowledges that CCmay use another legal nameand/or D/B/A or an agent when designating the Secured Party when CCfiles the above
referenced financing statement(s).
Default"
34. Events of Default. An "Event of may be considered to have taken place if any of the following occur:
(1) Any Merchant violates any term or covenant in this Agreement;
(2) Any representation or warranty by any Merchant in any Agreement with CCthat has not been terminated proves to have
been incorrect, false, or misleading in any material respect when made;
(3) Any Merchant fails to provide CCwith written notice of any material change in its financial condition, operation, or
ownership within seven days thereafter (unless a different notice period is specifically provided for elsewhere in this Agreement;
(4) the sending of notice of termination by any Merchant or Guarantor;
(5) Any Merchant transports, moves, interrupts, suspends, dissolves, or terminates its business without the prior written
consent of CCother than a bankruptcy filing;
(6) Any Merchant transfers or sells all or substantially all of its assets without the prior written consent of CC;
(7) Any Merchant makes or sends notice of any intended bulk sale or transfer by any Merchant without the prior written
consent of CC;
(8) Any Merchant uses multiple depository accounts without the prior written consent of CC;
(9) Any Merchant changes the Account without the prior written consent of CC;
(10) CCis not provided with updated login or password information for the Account within one business day after any such
change is made by any Merchant;
(11) Any Merchant fails to send bank statements, merchant account statements, or bank login information for the Account
within two business days after a written request for same is made by CC;
(12) Any Merchant performs any act that reduces the value of any Collateral granted under this Agreement;
(13) Any Merchant fails to deposit its Receivables into the Account;
(14) Any Merchant causes any ACHdebit to the Account by CCto be blocked or stopped without providing any advance
written notice to CC, which notice may be given by e-mail to CC; or
(15) Any Merchant prevents CCfrom collecting any part of the Receivables Purchased Amount;
(16) Any Merchant causes any ACHdebit to the Account to be stopped or otherwise returned that would result in an ACH
Return Code of RO8, R10, or R29 and that Merchant does not within two business days thereafter provide CCwith written notice thereof
explaining why that Merchant caused the ACHdebit to be stopped or otherwise returned, which notice may be given by e-mail to CC; or
(17) Any Merchant defaults under any of the terms, covenants, and conditions of any other agreement with CC.
5E895B1DB9M4D7....
ROBERTS. GOODWIN
- OWNER 04/08/2024
I have read and agree to the terms and conditions set forth above: Nameand Title: Date
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024
DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3
NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024
Standard merchant cash advance agreement / Cashium Capital LLC / Page 9
35. Remedies. In case any Event of Default occurs and is not waived, CCmay proceed to protect and enforce its rights or remedies by
suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained
herein,
Preview
FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 cashium. CAPITAL FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-CSCCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 Standard merchant cash advance agreement / Cashium Capital LLC / Page 2 Standard merchant cash advance agreement This is an Agreement dated 04ma/2024 by and between CASHIUMCAPITAL ("CC") and each merchant listed below ("Merchant"). Merchant's Legal Name: ROBERT SAFFORD GOODWIN STONE ANDCOMPASS D/R/A/- Fed ID #: REDACTED Type of Entity: QCorporation Limited POBOX73 Liability Company Q Limited Partnership MARBLEHEAD Q Limited MA Liability Partnership QMS Sole Proprietor Business Address: State: Zip: 3 KNOLLWOOD RD MARBLEHEAD MA 01945 Contact Address: City: State: Zip: E-mail Address: "48t°"""M°°"pªªª""' Phone Number: 781-854-s264 Purchase Price This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined o0,000,00 9 below). Receivables Purchased Amount 149.900.00 $ This is the amount of Receivables (defined in Section 1 below) being sold. Specified Percentage This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full. Net Funds Provided This is the net amount being paid to or on behalf of Merchant(s) deduction of applicable fees 00-000·00 after $ listed in Section 2 below. Initial Estimated Payment 7375 This is only applicable if an Addendumfor Estimated Payments is being signed. This is the initial amount of periodic payments collected from Merchant(s) as an approximation of no more than the Specified Percentage of the Receivables and is subject to reconciliation as set forth in Section 4 DAILY below. Terms and conditions 7.Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to CC(making CCthe absolute owner) in consideration of the funds provided ("Purchase Price") specified above, all of each Merchant's future accounts, contract rights, and other obligations arising from or re- lating to the payment of monies from each Merchant's customers and/or other third party payors (the "Receivables", defined as all payments made by cash, check, credit or debit card, electronic transfer, or other form of monetary payment in the ordinary course of each merchant's business), for the payment of each Merchant's sale of goods or services until the amount specified above (the "Receivables Purchased Amount") has been delivered by Merchant(s) to CC. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by CC, each Merchant's Receivables, up to the balance of the Receivables Purchased Amount, are the property of CC and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for CCand that each Merchant will hold Receivables in trust for CCin its capacity as a fiduciary for CC. °""''"* I have read and agree to the terms and conditions set forth above: Nameand Title: ROBERT S. - WNER Date o4me/2024 FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-CSCCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 Standard merchant cash advance agreement / Cashium Capital LLC / Page 3 The Receivables Purchased Amount shall be paid to CCby each Merchant irrevocably authorizing only one depositing account acceptable to CC(the to remit the percentage specified above (the "Specified Percentage") of each Merchant's settlement amounts "Account") due from each transaction, until such time as CCreceives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes CCto ACHdebit the specified remittances from the Account on a daily basis as of the next business day after the date of this Agreement and will provide CCwith all required access codes and monthly bank statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACHattempt or an Event of Default (see Section 2). CCis not responsible for any overdrafts or rejected transactions that may result from CC's ACHdebiting the Specified Percentage amounts under the terms of this Agreement. 2.Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to CCfor the following fees, where applicable: A. $ 1" - to cover underwriting and the ACHdebit program, as well as related expenses. This will be deducted from payment of the Purchase Price. B.Wire Fee Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price. C. Blocked Account/Default $2,500.00 If CCconsiders an Event of Defauk to have taken place under Section 34. D. UCCFee $195.00- to cover CCfiling a UCC-1 financing statement to secure its interest in the Receivables Purchased Amount. A $195.00 UCCtermination fee will be charged if a UCCfiling is terminated. E. Court costs, arbitration fees, collection agency fees, attorney fees, expert fees, and any other expenses incurred in litigation, arbitration, or the enforcement of any of CC's legal or contractual rights against each Merchant and/or each Guarantor, if required, as explained in other Sections of this Agreement. 3. Cap on Collection of the Receivables PurchasedAmount. The amount that CCwill collect from Merchant(s) towards the Receivables Purchased Amount during any specific DRY will be capped at $ 1,a73.7s (the "Cap"). If the Specified Percentage of all Receivables for a specific 25% is less than the Cap, then in addition to the Specified Percentage of Receivables for that day, CCwill be permitted to collect any Receivables it did not previously collect due to the Cap such that the total amount collected during that DAILY does not exceed the Cap. The Cap is not applicable to makeup for a business day on which CCis closed and does not ACHdebit the Account, to subsequent attempts to collect a rejected or blocked ACHpayment, or for the collection of any of the fees listed in Section 2 or if any Event of Default listed in Section 34 is considered by CCto have taken place. 4. Reconciliations. Any Merchant may give written notice to CCrequesting that CCconduct a reconciliation in order to ensure that the amount that CChas collected equals the Specified Percentage of Merchant(s)'s Receivables under this Agreement. Any Merchant may give written notice requesting a reconciliation. A reconciliation may also be requested by e-mail to CCand such notice will be deemed to have been received if and when CCsends a reply e- mail (but not a read receipt). If such reconciliation determines that CCcollected more than it was entitled to, then CCwill credit to the Account all amounts to which CCwas not entitled within seven days thereafter. If such reconciliation determines that CCcollected less than it was entitled to, then CCwill debit from the Account all additional amounts to which CCwas entitled within seven days thereafter. In order to effectuate this reconciliation, any Merchant must produce with its request the login and password for the Account and any and all bank statements and merchant statements covering the period from the date of this Agreement through the date of the request for a reconciliation. CCwill complete each such reconciliation within two business days after receipt of a written request for one accompanied by the information and documents required for it. Nothing herein limits the amount of times that such a reconciliation may be requested. 5.Prepayments. Although there is no obligation to do so, any Merchant may prepay any amount towards the Receivables Purchased Amount. There will be no penalty for any prepayment made by any Merchant. Any Merchant may elect to terminate this Agreement by prepaying CCthe amount of the balance of the Receivables Purchased Amount at that time. 5EN581D00714GL, - OWNER I have read and agree to the terms and conditions set forth above: Nameand Title: ROBERT S. GOODWIN Date °®2024 FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 Standard merchant cash advance agreement / Cashium Capital LLC / Page 4 6. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to CC, to obtain electronic fund transfer services and/ "ACH" or payments. Merchant(s) shall provide CCand/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant's Receivables. Merchant(s) shall authorize CCand/or its agent(s) to deduct the amounts owed to CCfor the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to CCby permitting CCto withdraw the Specified Percentage by ACHdebiting of the account. The authorization shall be irrevocable absent CC's written consent. 7. Term of Agreement. The term of this Agreement is indefiniteand shall continue until CCreceives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 4, 6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19, 22, 23, 28, 31, 32, 33, 34, 35, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, 52, 53, 54, 55, 56, 57, and 58 shall survive any termination of this Agreement. 8.Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that the payments to be made from each Merchant to CCunder this Agreement are being made in the ordinary course of each Merchant's business. 9. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement) authorizes CCand its agent(s) to investigate each Merchant's financial responsibility and history, and will provide to CCany bank or financial statements, tax returns, and other documents and records, as CCdeems necessary prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as acceptable for release of financial information. CCis authorized to update such information and financial profiles from time to time as it deemsappropriate. 10. Monitoring, Recording, and Electronic Communications. CCmay choose to monitor and/or record telephone calls with any Merchant and owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between CCand any Merchant or its its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for CCto enter any Merchant's premises and to observe any Merchant's premises without any prior notice to any Merchant at any time after execution of this Agreement. CCmay use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), Owner(s) (Owner being defined as each person who signs this Agreement on behalf of a Merchant), and Guarantor(s) about Merchant(s)'s account. Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a Guarantor, or someoneelse. These messages may also be recorded by the recipient's answering machine or voice mail. Each Merchant, each Owner, and each Guarantor gives CCpermission to call or send a text message to any telephone number given to CCin connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this Agreement and/or any Merchant's account over the phone. Each Merchant, each Owner, and each Guarantor also gives CCpermission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that CCwill not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended recipient. Each Merchant, each Owner, and each Guarantor acknowledge that when they receive such calls or electronic communications, they may incur a charge from the companythat provides them with telecommunications, wireless, and/or Internet services, and that CChas no liability for any such charges. ff.Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations under this Agreement and that the information provided herein and in all of CC's documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. CCmay produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to CC. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize CC, its agents and representatives, and any credit reporting agency engaged by CC, to (i) investigate any references given or any other statements obtained from or about each Merchant or any of its Ownersfor the purpose of this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any obligation to CCunder this Agreement or for CC's ability to determine any Merchant's eligibility to enter into any future agreement with CC. Any misrepresentation made by any Merchant or Owner in connection with this Agreement may constitute a separate claim for fraud or intentional misrepresentation. 5E895B1DB9M4D7.... ROBERTS. GOODWIN - OWNER 04/08/2024 I have read and agree to the terms and conditions set forth above: Nameand Title: Date FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 Standard merchant cash advance agreement / Cashium Capital LLC / Page 5 Authorization for soft pulls: Each Merchant and each Owner understands that by signing Agreement, they are providing this instructions' 'written to CCunder the Fair Credit Reporting Act, authorizing CCto from their personal credit profile or obtain information other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CCto obtain such information solely conduct a pre-qualification to for credit. Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing instructions' 'written to CCunder the Fair Credit Reporting Act, authorizing CCto obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CCto obtain such information in accordance with a merchant cash advance application. 12. Transactional History. Each Merchant authorizes its bank to provide CCwith its banking and/or credit card processing history. 13. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant's credit card and check processors (collectively, "Processor") and Processor's officers, directors, and shareholders against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting from (a) claims asserted by CCfor monies owed to CCfrom any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by CC. 14. NoLiability. In no event will CCbe liable for any claims asserted by any Merchant under any legal theory for lost profits, lost revenues, business opportunities, lost exemplary, punitive, special, incidental, indirect, or consequential damages, each of which is waived by each Merchant and each Guarantor. 15. Sale of ReceivaNes. Each Merchant and CCagree that the Purchase Price under this Agreement is in exchange for the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from CCto any Merchant. CC is entering into this Agreement knowing the risks that each Merchant's business may decline or fail, resulting in CCnot receiving the Receivables Purchased Amount. Each Merchant agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. CChas purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the Receivables are created. Payments madeto CCin respect to the full amount of the Receivables shall be conditioned upon each Merchant's sale of products and services and the payment therefor by each Merchant's customers in the manner provided in this Agreement. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APRin connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate. f 6. Power of Attorney. Each Merchant irrevocably appoints CCas its agent and attorney-in-fact with full authority to take any action or execute any instrument or document to settle all obligations due to CC, or, if CCconsiders an Event of Default to have taken place under Section 34, to settle all obligations due to CCfrom each Merchant, including without limitation (i) to obtain and adjust insurance; (ii) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 33); (iii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign each Merchant's nameon any invoice, bill of lading, or assignment directing customers or account debtors to makepayment directly to CC; and (v) to file any claims or take any action or institute any proceeding which CCmay deem necessary for the collection of any of the unpaid Receivables Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount. 5E895B1DB9M4D7- ROBERTS. GOODWIN - OWNER 04/08/2024 I have read and agree to the terms and conditions set forth above: Nameand Title: Date FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 Standard merchant cash advance agreement / Cashium Capital LLC / Page 6 17. Protections Against Default. The following Protections 1 through 7 may be invoked by CC, immediately and without notice to any Merchant in the event: (a) Any Merchant takes any action to discourage the use of methods of payment ordinarily and customarily used by its customers or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks and credit cards for the purchase of any Merchant's services and products; (b) Any Merchant changes its arrangements with any Processor in any way that is adverse to CC; (c) Any Merchant changes any Processor through which the Receivables are settled to another electronic check and/or credit card processor or permits any event to occur that could cause diversion of any Merchant's check and/or credit card transactions to another such processor; (d) Any Merchant interrupts the operation of its business (other than adverse weather, natural disasters, or acts of God) or transfers, moves, sells, disposes, or otherwise conveys its business or assets without (i) the express prior written consent of CCand (ii) the written agreement of any purchaser or transferee to the assumption of all of any Merchant's obligations under this Agreement pursuant to documentation satisfactory to CC; or (e) Any Merchant takes any action, fails to take any action, or offers any incentive-economic or otherwise-the result of which will be to induce any customer or customers to pay for any Merchant's goods or services with any meansother than checks and/or credit cards that are settled through Processor. These protections are in addition to any other remedies available to CCat law, in equity, or otherwise available pursuant to this Agreement. (f) CCconsiders any Event of Default listed in Section 34 to have taken place. Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately. Protection 2. CCmay enforce the provisions of the Guarantee against Guarantor. Protection 3. CCmay enforce its security interest in the Collateral identified in Section 33. Protection 4. CCmay proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. If requested by CC, Merchant shall deliver to CCan executed assignment of lease of each Merchant's premises in favor of CC. Upon breach of any provision in this Section 17, CCmayexercise its rights under such assignment of lease. 6. CCmay debit any Merchant's depository Protection accounts wherever situated by meansof ACHdebit or electronic or facsimile on a computer-generated check drawn on any Merchant's bank account or otherwise, in an amount consistent with the signature terms of this Agreement. Protection 7. CCwill have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to notify each Merchant's credit card and/or check processor of the sale of Receivables hereunder and to direct such credit card processor to makepayment to CCof all or any portion of the amounts received by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to CCan irrevocable power-of- attorney, which power-of-attorney will be coupled with an interest, and hereby appoints CCand its representatives as each Merchant's attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor to makepayment to CCas contemplated by this Section. 18. Protection of Information. Each Merchant and each person signing Agreement on behalf of each Merchant and/or as Owner, this in respect of himself or herself personally, authorizes CCto disclose information concerning each Merchant, Owner and/or Guarantor's credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and Owner hereby waives to the maximumextent by law any claim for damagesagainst CCor any of its affiliates relating to any permitted (i) investigation undertaken by or on behalf of CCas permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. 19. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by CC, including this Agreement and any other CCdocuments (collectively, "Confidential Information") are proprietary and confidential information of CC. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of CCto any person other than an attorney, accountant, financial advisor, or employee of any Merchant who needs to know such information for the purpose of advising any Merchant ("Advisor"), provided such Advisor uses such information solely for the purpose of advising any Merchant and first agrees in writing to be bound by the terms of this Section 19. as" "d/b/a" 20. D/B/As. Each Merchant hereby acknowledges and agrees that CCmay be using "doing business or namesin connection with various matters relating to the transaction between CCand each Merchant, including the filing of UCC-1 financing statements and other notices or filings. 5E895B1DB9M4D7.... ROBERTS. GOODWIN - OWNER 04/08/2024 I have read and agree to the terms and conditions set forth above: Nameand Title: Date FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 Standard merchant cash advance agreement / Cashium Capital LLC / Page 7 21. FinancialCondition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements, copies of which have been furnished to CC, and future statements which will be furnished hereafter at the request of CC, fairly represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse changes, financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative obligation to advise CCof any material adverse change in its financial condition, operation, or ownership. 22. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which it is presently engaged. 23. Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this Agreement on behalf of each Merchant has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 24. Insurance. Each Merchant represents, warrants, and covenants that it will maintain business interruption insurance naming CCas loss payee and additional insured in amounts and against risks as are satisfactory to CCand shall provide CCproof of such insurance upon request. 25. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without CC's prior written consent, change its Processor, add terminals, change its financial institution or bank account, or take any other action that could have any adverse effect upon any Merchant's obligations under this Agreement. 26. Changeof Nameor Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any name other than as disclosed to CCor change any place(s) of its business without prior written consent from CC. 27. Estoppel Certificate. Each Merchant represents, warrants, and covenants that it will, at any time, and from time to time, upon at least two day's prior notice from CCto that Merchant, execute, acknowledge, and deliver to CCand/or to any other person or entity specified by CC, a statement certifying that this Agreement is unmodified and in full force and effect (or, if there have been modifications, that the same is in full force and effect as modified and stating the modifications) and stating the dates which the Receivables Purchased Amount or any portion thereof have been paid. 28. NoBankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition and it does not anticipate that an involuntary petition will be filed against it. Each Merchant further warrants that there will be no statutory presumption that it would have been insolvent on the date of this Agreement. 29. UnencumberedReceivaMes. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title to all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages, security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be inconsistent with this Agreement or adverse to the interests of CC, other than any for which CChas actual or constructive knowledge as of the date of this Agreement. 30. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than CCany arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against, collateral against, or the sale or purchase of credits against Receivables without the prior written consent of CC. 31.Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a jurisdictions consumer for personal, family, or household purposes. 32. Default Under Other Contracts. Each Merchant represents, warrants, and covenants that its execution of and/or performance under this Agreement not cause or create an event of default by any Merchant under any contract with another person or entity. will 5E895B1DB9M4D7.... ROBERTS. GOODWIN - OWNER 04/08/2024 I have read and agree to the terms and conditions set forth above: Nameand Title: Date FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 Standard merchant cash advance agreement / Cashium Capital LLC / Page 8 33. Security Interest. To secure each Merchant's payment and performance obligations to CCunder this Agreement and any future agreement with CC, each Merchant hereby grants to CCa security interest in collateral (the "Collateral"), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accounts receivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the "UCC"), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest granted to CCunder any other agreement between any Merchant or Guarantor and CC(the "Cross Collateral") will secure the obligations hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly or indirectly, any lien on or with respect to any of the Collateral or the Cross Collateral, as applicable. Each Merchant agrees to execute any documents or take any action in connection with this Agreement as CC deems necessary to perfect or maintain CC's first priority security interest in the Collateral and the Cross Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes CCto file any financing statements deemed necessary by CCto perfect or maintain CC's security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to CCwith respect to the Collateral and the Cross Collateral, and that any subsequent lienor may be tortiously interfering with CC's rights. Each Merchant shall be liable for and CCmay charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by CCin protecting, preserving, and enforcing CC's security interest and rights. Each Merchant further acknowledges that CCmay use another legal nameand/or D/B/A or an agent when designating the Secured Party when CCfiles the above referenced financing statement(s). Default" 34. Events of Default. An "Event of may be considered to have taken place if any of the following occur: (1) Any Merchant violates any term or covenant in this Agreement; (2) Any representation or warranty by any Merchant in any Agreement with CCthat has not been terminated proves to have been incorrect, false, or misleading in any material respect when made; (3) Any Merchant fails to provide CCwith written notice of any material change in its financial condition, operation, or ownership within seven days thereafter (unless a different notice period is specifically provided for elsewhere in this Agreement; (4) the sending of notice of termination by any Merchant or Guarantor; (5) Any Merchant transports, moves, interrupts, suspends, dissolves, or terminates its business without the prior written consent of CCother than a bankruptcy filing; (6) Any Merchant transfers or sells all or substantially all of its assets without the prior written consent of CC; (7) Any Merchant makes or sends notice of any intended bulk sale or transfer by any Merchant without the prior written consent of CC; (8) Any Merchant uses multiple depository accounts without the prior written consent of CC; (9) Any Merchant changes the Account without the prior written consent of CC; (10) CCis not provided with updated login or password information for the Account within one business day after any such change is made by any Merchant; (11) Any Merchant fails to send bank statements, merchant account statements, or bank login information for the Account within two business days after a written request for same is made by CC; (12) Any Merchant performs any act that reduces the value of any Collateral granted under this Agreement; (13) Any Merchant fails to deposit its Receivables into the Account; (14) Any Merchant causes any ACHdebit to the Account by CCto be blocked or stopped without providing any advance written notice to CC, which notice may be given by e-mail to CC; or (15) Any Merchant prevents CCfrom collecting any part of the Receivables Purchased Amount; (16) Any Merchant causes any ACHdebit to the Account to be stopped or otherwise returned that would result in an ACH Return Code of RO8, R10, or R29 and that Merchant does not within two business days thereafter provide CCwith written notice thereof explaining why that Merchant caused the ACHdebit to be stopped or otherwise returned, which notice may be given by e-mail to CC; or (17) Any Merchant defaults under any of the terms, covenants, and conditions of any other agreement with CC. 5E895B1DB9M4D7.... ROBERTS. GOODWIN - OWNER 04/08/2024 I have read and agree to the terms and conditions set forth above: Nameand Title: Date FILED: NASSAU COUNTY CLERK 07/02/2024 09:56 AM INDEX NO. 608058/2024 DocuSign Envelope ID: 082F100E-44A6-49C4-9534-C6CCACC600A3 NYSCEF DOC. NO. 12 RECEIVED NYSCEF: 07/02/2024 Standard merchant cash advance agreement / Cashium Capital LLC / Page 9 35. Remedies. In case any Event of Default occurs and is not waived, CCmay proceed to protect and enforce its rights or remedies by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained herein,