Exhibit,Appendix: Highland Hill Capital Llc v. Mcclures Custom Landscaping, Llc D/B/A Mcclures Custom Installations, Brim Holdings Llc, Sunnyside Cleaning Company Llc, Next Generation Mission, Inc, Lawrence Henry Mcclure Jr

On July 03, 2024 a Exhibit,Appendix was filed involving a dispute between Highland Hill Capital Llc, and Brim Holdings Llc, Lawrence Henry Mcclure Jr, Mcclures Custom Landscaping, Llc D B A Mcclures Custom Installations, Next Generation Mission, Inc, Sunnyside Cleaning Company Llc, for Other Matters - Contract - Other in the District Court of Kings County.

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FILED: KINGS COUNTY CLERK 07/03/2024 12:41 PM INDEX NO. 518170/2024
DocuSign Envelope ID: 53D10C9B-4191-4F2C-9BC9-4047DE1DCE1B
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/03/2024

Page 1 of 22 ver. 5/15/23

HIGHLAND HILL CAPITAL LLC
1100 PARK CENTRAL BLVD S. SUITE 1200, POMPANO BEACH, FL 33064
Tel (954) 947-8724 Fax (954) 947-5685 E-mail: info@highlandhillcap.com
STANDARD MERCHANT CASH ADVANCE AGREEMENT
This is an Agreement dated 4/11/2024 by and between HIGHLAND HILL CAPITAL LLC (“HHC”) and
each merchant listed below (“Merchant”).
Merchant’s Legal Name: Mcclure's Custom Landscaping, Llc
D/B/A/: Mcclure's Custom Landscaping Llc / Mcclure's Custom Installations
Fed ID #: - E
Type of Entity: Corporation X Limited Liability Company Partnership Sole Proprietorship
Business Address: 2905 W Donatello Dr Phoenix, Az 85086 / 275 S Black Cannon Hwy Phoenix, Az 85009
Contact Address: 4017 W Camino Acequia Phoenix, Az 85051
Additional Address: 5034 Mosson Rd Fort Worth, Tx 76119 / 5320 W Tierra Buena Ln Glendale, Az 85306
E-mail Address:
Phone Number: - -
Purchase Price
This is the amount being paid to Merchant(s) for the Receivables Purchased Amount
(defined below). This amount may be paid in installments if there is an Addendum stating $ 456,977.37
that it will be paid in installments.

Receivables Purchased Amount
This is the amount of Receivables (defined in Section 1 below) being sold. This amount $ 685,009.08
may be sold in installments if there is an Addendum stating that it will be sold in
installments.

Specified Percentage
This is the percentage of Receivables (defined below) to be delivered until the
Receivables Purchased Amount is paid in full. 21 %

Net Funds Provided
This is the net amount being paid to or on behalf of Merchant(s) after deduction of
applicable fees listed in Section 2 below. This amount may be paid in installments if there
is an Addendum stating that it will be paid in installments. $ 434,128.50
Net Amount to Be Received Directly by Merchant(s)
This is the net amount being received directly by Merchant(s) after deduction of applicable
fees listed in Section 2 below and the payment of any part of the Purchase Price
elsewhere pursuant to any Addendum to this Agreement. This amount may be paid in
installments if there is an Addendum stating that it will be paid in installments. If any
deduction is being made from the Purchase Price to pay off another obligation by
Merchant(s), then the Net Amount to be Received Directly by Merchant(s) is subject to
change based on any change in the amount of the other obligation(s) to be paid off. $ 434,128.50
Initial Estimated Payment
This is only applicable if an Addendum for Estimated Payments is being signed. This is
the initial amount of periodic payments collected from Merchant(s) as an approximation $ 3,399.55
of no more than the Specified Percentage of the Receivables and is subject to
reconciliation as set forth in Section 4 below. per Daily
I have read and agree to the terms and conditions set forth above:
Rum AdM
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

Date: 4/11/2024 Date:
FILED: KINGS COUNTY CLERK 07/03/2024 12:41 PM INDEX NO. 518170/2024
DocuSign Envelope ID: 53D10C9B-4191-4F2C-9BC9-4047DE1DCE1B
NYSCEF DOC. NO. 2 RECEIVED NYSCEF: 07/03/2024
Page 2 of 22
STANDARD MERCHANT CASH ADVANCE AGREEMENT

TERMS AND CONDITIONS

1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to HHC (making HHC the 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 relating 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 HHC. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received
in full by HHC, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of
HHC and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for HHC and that each Merchant will
hold Receivables in trust for HHC in its capacity as a fiduciary for HHC.
The Receivables Purchased Amount shall be paid to HHC by each Merchant irrevocably authorizing only one
depositing account acceptable to HHC (the “Account”) to remit the percentage specified above (the “Specified Percentage”)
of each Merchant’s settlement amounts due from each transaction, until such time as HHC receives payment in full of the
Receivables Purchased Amount. Each Merchant hereby authorizes HHC to ACH debit the specified remittances and any
applicable fees listed in Section 2 from the Account on a daily basis as of the next business day after the date of this
Agreement and will provide HHC with all required access codes and monthly bank statements. Each Merchant understands
that it will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see Section 2).
HHC is not responsible for any overdrafts or rejected transactions that may result from HHC’s ACH debiting 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
HHC for the following fees, where applicable:
A. $ 22,848.87 - to cover underwriting and the ACH debit 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 HHC considers an Event of Default to have taken place under Section
32.
D. UCC Fee ‐ $195.00 – to cover HHC filing a UCC-1 financing statement to secure its interest in the Receivables
Purchased Amount. A $195.00 UCC termination fee will be charged if a UCC filing 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 HHC’s legal or contractual rights against each Merchant and/or each
Guarantor, if required, as explained in other Sections of this Agreement.
F. Additional Funding/ “Stacking” Fee: Equal to 25% of Initial Purchase Price – As a result of the
MERCHANT/GUARANTOR taking additional funding at any point after being funded by Purchaser, without prior notice to
and consent by Purchaser, a fee equal to 25%of the amount of the Purchase Price shall automatically be added to the
payback amount of the advance. Purchaser reserves the right to declare the account in default, at any point after learning
that such “stacking” has occurred; regardless of the payments made by the MERCHANT/GUARANTOR.

3. Cap on Collection of the Receivables Purchased Amount. The amount that HHC will collect from Merchant(s)
towards the Receivables Purchased Amount during any specific Daily will be capped at $ 3,399.55 (the “Cap”).
If the Specified Percentage of all Receivables for a specific Daily is less than the Cap, then in addition to the Specified
Percentage of Receivables for that Daily , HHC will 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 make up for a business day on which HHC is closed and does not ACH debit the Account, to subsequent
attempts to collect a rejected or blocked ACH payment, to debit any amount due pursuant to a reconciliation as set forth in
I have read and agree to the terms and conditions set forth above:

Ru Whn}
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

Section 4, for the collection of any of the fees listed in Section 2, or if any Event of Default listed in Section 32 is considered
by HHC to have taken place.

4. Reconciliations. Any Merchant may request that HHC conduct a reconciliation in order to ensure that the amount
that HHC has collected equals the Specified Percentage of Merchant(s)’s Receivables under this Agreement. A request for
a reconciliation by any Merchant must be made by giving written notice of the request to HHC or by sending an e-mail to
INFO@HIGHLANDHILLCAP.COM stating that a reconciliation is being requested. In order to effectuate the reconciliation,
any Merchant must produce with its request the login and password for the Account and any and all statements covering
the period from the date of this Agreement through the date of the request for a reconciliation. HHC will complete each
reconciliation requested by any Merchant within two business days after receipt of proper notice of a request for one
accompanied by the information and documents required for it. HHC may also conduct a reconciliation on its own at any
time by reviewing Merchant(s)’s Receivables covering the period from the date of this Agreement until the date of initiation
of the reconciliation, each such reconciliation will be completed within two business days after its initiation, and HHC will
give each Merchant written notice of the determination made based on the reconciliation within one business day after its
completion. If a reconciliation determines that HHC collected more than it was entitled to, then HHC will credit to the Account
all amounts to which HHC was not entitled. If a reconciliation determines that HHC collected less than it was entitled to,
then HHC will debit from the Account all additional amounts to which HHC was entitled. Nothing herein limits the amount of
times that a reconciliation may be requested or conducted.

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 HHC the amount of the balance of the Receivables Purchased Amount at
that time.

6. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to HHC, to obtain electronic fund
transfer services and/or “ACH” payments. Merchant(s) shall provide HHC and/or its authorized agent with all of the
information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize
HHC and/or its agent(s) to deduct the amounts owed to HHC for the Receivables as specified herein from settlement
amounts which would otherwise be due to each Merchant and to pay such amounts to HHC by permitting HHC to withdraw
the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable absent HHC’s written
consent.

7. Term of Agreement. The term of this Agreement is indefinite and shall continue until HHC receives 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, 27, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45,
46, 47, 48, 49, 50, 51, 52, 53, 54, and 55 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 HHC under 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 HHC and its agent(s) to investigate each Merchant’s financial responsibility and
history, and will provide to HHC any bank or financial statements, tax returns, and other documents and records, as HHC
deems 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. HHC is authorized to update such information and financial profiles from
time to time as it deems appropriate.

10. Monitoring, Recording, and Electronic Communications. HHC may choose to monitor and/or record
I have read and agree to the terms and conditions set forth above:

Ru Whn}
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant
agrees that any call between HHC and any Merchant or its representatives may be monitored and/or recorded. Each
Merchant and each Guarantor grants access for HHC to 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.
HHC may 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 someone else. These messages may also be
recorded by the recipient’s answering machine or voice mail. Each Merchant, each Owner, and each Guarantor gives HHC
permission to call or send a text message to any telephone number given to HHC in 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 HHC permission to communicate
such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that HHC will 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 company that provides them with telecommunications, wireless, and/or
Internet services, and that HHC has no liability for any such charges.

11. 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
HHC’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. HHC may produce a
monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to HHC. An
investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement
authorize HHC, its agents and representatives, and any credit‐reporting agency engaged by HHC, to (i) investigate any
references given or any other statements obtained from or about each Merchant or any of its Owners for 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 HHC under this Agreement or for HHC’s ability to determine any Merchant’s eligibility to enter into any future
agreement with HHC. Any misrepresentation made by any Merchant or Owner in connection with this Agreement may
constitute a separate claim for fraud or intentional misrepresentation.
Authorization for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are
providing ‘written instructions’ to HHC under the Fair Credit Reporting Act, authorizing HHC to obtain information from their
personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor
authorizes HHC to obtain such information solely to conduct a pre-qualification for credit.
Authorization for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are
providing ‘written instructions’ to HHC under the Fair Credit Reporting Act, authorizing HHC to obtain information from their
personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor
authorizes HHC to obtain such information in accordance with a merchant cash advance application.

12. Transactional History. Each Merchant authorizes its bank to provide HHC with 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 HHC for monies owed to HHC from any Merchant and (b)
actions taken by any Processor in reliance upon information or instructions provided by HHC.

I have read and agree to the terms and conditions set forth above:

Ru Whn}
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

14. No Liability. In no event will HHC be liable for any claims asserted by any Merchant under any legal theory for
lost profits, lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential
damages, each of which is waived by each Merchant and each Guarantor.

15. Sale of Receivables. Each Merchant and HHC agree 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 HHC to any Merchant. HHC is entering into this Agreement knowing the risks that each Merchant’s
business may decline or fail, resulting in HHC not receiving the Receivables Purchased Amount. Any Merchant going
bankrupt or going out of business or experiencing a slowdown in business or a delay in collecting Receivables will not on
its own without anything more be considered a breach of this Agreement. Each Merchant agrees that the Purchase Price in
exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables. HHC has
purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as
the Receivables are created. Payments made to HHC in 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 APR in
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.

16. Power of Attorney. Each Merchant irrevocably appoints HHC as 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 HHC, or, if HHC considers an Event
of Default to have taken place under Section 32, to settle all obligations due to HHC from 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 31); (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 name on any
invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to HHC; and (v) to
file any claims or take any action or institute any proceeding which HHC may 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.

17. Protections Against Default. The following Protections 1 through 7 may be invoked by HHC, immediately and
without notice to any Merchant in the event HHC considers any Event of Default listed in Section 32 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. HHC may enforce the provisions of the Guarantee against Guarantor.
Protection 3. HHC may enforce its security interest in the Collateral identified in Section 31.
Protection 4. HHC may proceed to protect and enforce its rights and remedies by litigation or arbitration.
Protection 5. If requested by HHC, Merchant shall deliver to HHC an executed assignment of lease of each
Merchant’s premises in favor of HHC. Upon breach of any provision in this Section 17, HHC may exercise its rights under
such assignment of lease.
Protection 6. HHC may debit any Merchant’s depository accounts wherever situated by means of ACH debit or
electronic or facsimile signature on a computer-generated check drawn on any Merchant’s bank account or otherwise, in
an amount consistent with the terms of this Agreement.
Protection 7. HHC will 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 make payment to HHC of all or any portion of the amounts received
by such credit card processor on behalf of each Merchant. Each Merchant hereby grants to HHC an irrevocable power-of-
attorney, which power-of-attorney will be coupled with an interest, and hereby appoints HHC and 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 make payment to HHC as contemplated by this Section.
I have read and agree to the terms and conditions set forth above:

Ru Whn}
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

18. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant
and/or as Owner, in respect of himself or herself personally, authorizes HHC to 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 maximum extent permitted by law any claim
for damages against HHC or any of its affiliates relating to any (i) investigation undertaken by or on behalf of HHC as
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 HHC, including this Agreement and any other HHC documents (collectively, “Confidential Information”)
are proprietary and confidential information of HHC. Accordingly, unless disclosure is required by law or court order,
Merchant(s) shall not disclose Confidential Information of HHC to 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.

20. D/B/As. Each Merchant hereby acknowledges and agrees that HHC may be using “doing business as” or “d/b/a”
names in connection with various matters relating to the transaction between HHC and each Merchant, including the filing
of UCC-1 financing statements and other notices or filings.

21. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its
bank and financial statements, copies of which have been furnished to HHC, and future statements which will be furnished
hereafter at the request of HHC, 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 HHC of 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. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not,
without HHC’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.

25. Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its
business under any name other than as disclosed to HHC or change any place(s) of its business without prior written
consent from HHC.

26. 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 written notice from HHC to that Merchant, execute, acknowledge, and deliver to
HHC and/or to any other person or entity specified by HHC, 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.

I have read and agree to the terms and conditions set forth above:

Ru Whn}
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

27. No Bankruptcy. 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.

28. Unencumbered Receivables. 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 HHC, other than any for
which HHC has actual or constructive knowledge as of the date of this Agreement.

29. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other
than HHC any 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 HHC.

30. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good
standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this
Agreement for business purposes and not as a consumer for personal, family, or household purposes.

31. Security Interest. To secure each Merchant’s performance obligations to HHC under this Agreement and any
future agreement with HHC, each Merchant hereby grants to HHC a 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, and instruments, 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 HHC under any other
agreement between any Merchant or Guarantor and HHC (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 HHC
deems necessary to perfect or maintain HHC’s first priority security interest in the Collateral and the Cross‐Collateral,
including the execution of any account control agreements. Each Merchant hereby authorizes HHC to file any financing
statements deemed necessary by HHC to perfect or maintain HHC’s security interest, which financing statements may
contain notification that each Merchant has granted a negative pledge to HHC with respect to the Collateral and the Cross‐
Collateral, and that any subsequent lienor may be tortiously interfering with HHC’s rights. Each Merchant shall be liable for
and HHC may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred
by HHC in protecting, preserving, and enforcing HHC’s security interest and rights. Each Merchant further acknowledges
that HHC may use another legal name and/or D/B/A or an agent when designating the Secured Party when HHC files the
above‐referenced financing statement(s).

32. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:
(1) Any representation or warranty by any Merchant to HHC that proves to have been made intentionally false or
misleading in any material respect when made;
(2) Any Merchant changes the Account without providing written notice to HHC within one business day thereafter;
(3) HHC is not provided with updated login or password information for the Account within one business day after
any such change is made by any Merchant;
(4) Any Merchant fails to send bank statements, merchant account statements, or bank login information for the

I have read and agree to the terms and conditions set forth above:

Ru Whn}
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

Account within two business days after a written request for same is made by HHC;
(5) Any Merchant causes any ACH debit to the Account by HHC to be blocked or stopped without providing any
advance written notice to HHC, which notice may be given by e-mail to INFO@HIGHLANDHILLCAP.COM;
(6) Any Merchant intentionally prevents HHC from collecting any part of the Receivables Purchased Amount; or
(7) Any Merchant causes any ACH debit to the Account by any person or entity to be stopped or otherwise returned
that would result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two business days
thereafter provide HHC with written notice thereof explaining why that Merchant caused the ACH debit to be stopped or
otherwise returned, which notice may be given by e-mail to INFO@HIGHLANDHILLCAP.COM.

33. Remedies. In case any Event of Default occurs and is not waived, HHC may 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, or to enforce the discharge of each Merchant’s obligations hereunder, or
any other legal or equitable right or remedy. All rights, powers, and remedies of HHC in connection with this Agreement,
including each Protection listed in Section 17, may be exercised at any time by HHC after the occurrence of an Event of
Default, are cumulative and not exclusive, and will be in addition to any other rights, powers, or remedies provided by law
or equity. In case any Event of Default occurs and is not waived, HHC may elect that Merchant(s) be required to pay to
HHC 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses
incurred by HHC in connection with recovering the unpaid balance of the Receivables Purchased Amount (“Reasonable
Expenses”), HHC will not be required to itemize of prove its Reasonable Expenses, and all Merchant(s) and all Guarantor(s)
agree that the Reasonable Expenses bear a reasonable relationship to HHC’s actual expenses incurred in connection with
recovering the unpaid balance of the Receivables Purchased Amount.

34. Assignment. This Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and assigns, except that Merchant(s) shall not have the right to assign its rights hereunder or any interest herein
without the prior written consent of HHC, which consent may be withheld in HHC’s sole discretion. HHC may assign, transfer,
or sell its rights under this Agreement, including, without limitation, its rights to receive the Receivables Purchased Amount,
and its rights under Section 31 of this Agreement, the Guarantee, and any other agreement, instrument, or document
executed in connection with the transactions contemplated by this Agreement (a “Related Agreement”), or delegate its
duties hereunder or thereunder, either in whole or in part. From and after the effective date of any such assignment or
transfer by HHC, whether or not any Merchant has actual notice thereof, this Agreement and each Related Agreement shall
be deemed amended and modified (without the need for any further action on the part of any Merchant or HHC) such that
the assignee shall be deemed a party to this Agreement and any such Related Agreement and, to the extent provided in
the assignment document between HHC and such assignee (the “Assignment Agreement”), have the rights and obligations
of HHC under this Agreement and such Related Agreements with respect to the portion of the Receivables Purchased
Amount set forth in such Assignment Agreement, including but not limited to rights in the Receivables, Collateral and
Additional Collateral, the benefit of each Guarantor’s guaranty regarding the full and prompt performance of every obligation
that is a subject of the Guarantee, HHC’s rights under Section 17 of this Agreement (Protections Against Default), and to
receive damages from any Merchant following a breach of this Agreement by any Merchant. In connection with such
assignment, HHC may disclose all information that HHC has relating to any Merchant or its business. Each Merchant agrees
to acknowledge any such assignment in writing upon HHC’s request.

35. Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by
certified mail, return receipt requested, or by overnight delivery with signature confirmation to the respective parties to this
Agreement at their addresses set forth in this Agreement and shall become effective only upon receipt. Written notice may
also be given to any Merchant or Guarantor by e-mail to the E-mail Address listed on the first page of this Agreement or by
text message to the Phone Number listed on the first page of this Agreement if that phone number is for a mobile phone.
Each Merchant must set its spam or junk mail filter to accept e-mails sent by INFO@HIGHLANDHILLCAP.COM and its
domain. This Section is not applicable to service of process or notices in any legal proceedings.

I have read and agree to the terms and conditions set forth above:

Ru Whn}
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

36. Choice of Law. Each Merchant acknowledges and agrees that this Agreement, any dispute or claim relating
hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between HHC and each Merchant, and
the relationship between HHC and each Guarantor will be governed by and construed in accordance with the laws of the
State of New York, without regard to any applicable principles of conflict of laws. Each Merchant represents that it does not
have a principal place of business located in the Commonwealth of Virginia and that therefore the provisions of Chapter
22.1 of Title 6.2 of the Virginia Code are not applicable to this Agreement.

37. Venue and Forum Selection. Any litigation relating to this Agreement, whether sounding in contract, tort, law,
equity, or otherwise, involving HHC on one side and any Merchant or any Guarantor on the other must be commenced and
maintained in any court located in the State of New York (the “Acceptable Forums”). The parties agree that the Acceptable
Forums are convenient, submit to the jurisdiction of the Acceptable Forums, and waive any and all objections to the
jurisdiction or venue of the Acceptable Forums. If any litigation is initiated in any other venue or forum, the parties waive
any right to oppose any motion or application made by any party to transfer such litigation to an Acceptable Forum. The
parties agree that this Agreement encompasses the transaction of business within the City of New York and that the Civil
Court of the City of New York (“Civil Court”) will have jurisdiction over any litigation relating to this Agreement that is within
the jurisdictional limit of the Civil Court. Notwithstanding any provision in this Agreement to the contrary, in addition to the
Acceptable Forums, any action or proceeding to enforce a judgment or arbitration award against any Merchant or Guarantor
or to restrain or collect any amount due to HHC may be commenced and maintained in any other court that would otherwise
be of competent jurisdiction, and each Merchant and each Guarantor agree that those courts are convenient, submit to the
jurisdiction of those courts, waive any and all objections to the jurisdiction or venue of those courts, and may oppose any
motion or application made by any party to transfer any such litigation to an Acceptable Forum.

38. Jury Waiver. The parties agree to waive trial by jury in any dispute between them.

39. Counterclaim Waiver. In any litigation or arbitration commenced by HHC, each Merchant and each Guarantor
will not be permitted to interpose any counterclaim.

40. Statutes of Limitations. Each Merchant and each Guarantor agree that any claim, whether sounding in
contract, tort, law, equity, or otherwise, that is not asserted against HHC within one year after its accrual will be time barred.
Notwithstanding any provision in this Agreement to the contrary, each Merchant and each Guarantor agree that any
application made by any of them to stay an arbitration initiated against any of them by HHC will be time barred if made more
than 20 days after receipt of the demand for arbitration.

41. Costs. Each Merchant and each Guarantor must pay all of HHC’s reasonable costs associated with a breach
by any Merchant of the covenants in this Agreement and the enforcement thereof, including but not limited to collection
agency fees, attorney fees, which may include a contingency fee of up to 40% of the amount claimed, expert witness fees,
and costs of suit.

42. Prejudgment and Postjudgment Interest. If HHC becomes entitled to the entry of a judgment against any
Merchant or any Guarantor, then HHC will be entitled to the recovery of prejudgment interest at a rate of 24% per annum
(or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if less, and
upon entry of any such judgment, it will accrue interest at a postjudgment rate of 24% per annum (or 16% per annum if any
Merchant is a sole proprietorship), or the maximum rate permitted by applicable law if less, which rate will govern over the
statutory rate of interest up until actual satisfaction of the judgment.

43. Legal Fees. If HHC prevails in any litigation or arbitration with any Merchant or any Guarantor, then that
Merchant and/or Guarantor must pay HHC’s reasonable attorney fees, which may include a contingency fee of up to 40%
of the amount claimed.

I have read and agree to the terms and conditions set forth above:

Ru Whn}
Name: Lawrence Henry McClure Jr Name:

Title: Owner Title:

44. Class Action Waiver. HHC, each Merchant, and each Guarantor agree that they may bring claims against
each other relating to this Agreement only in their individual capacities, and not as a plaintiff or class action member in any
purported

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July 03, 2024

Case Filing Date

July 03, 2024

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Exhibit,Appendix: Highland Hill Capital Llc v. Mcclures Custom Landscaping, Llc D/B/A Mcclures Custom Installations, Brim Holdings Llc, Sunnyside Cleaning Company Llc, Next Generation Mission, Inc, Lawrence Henry Mcclure Jr

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