FILED: NEW YORK COUNTY CLERK 08/16/2021 06:05 PM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 654993/2021
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`RECEIVED NYSCEF: 08/16/2021
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`EXHIBIT A
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`

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`FILED: NEW YORK COUNTY CLERK 08/16/2021 06:05 PM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 654993/2021
`
`RECEIVED NYSCEF: 08/16/2021
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`THE AVANZA GROUP, LLC | 3974 AMBOY ROAD, STE 306 | STATEN ISLAND, NY 10308 | (212) 457-1573
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`
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`STANDARD MERCHANT CASH ADVANCE AGREEMENT
`
`
`This is an Agreement dated July 21, 2021 by and between THE AVANZA GROUP, LLC (“AVANZA”) and each merchant listed
`below (“Merchant”).
`
`
`Merchant’s Legal Name: WAITERS SERVICES LLC
`D/B/A: WAITERS SERVICES
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`Federal ID#: 46-3245478
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`
`Type of entity (check one)
`☐ Corporation
`☒ Limited Liability Company
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`☐ Limited Partnership
`☐ Limited Liability Partnership
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`☐ Sole Proprietor
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`13 MAPLE LANE
`Business Address:
`City: CHESTERFIELD
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`PO BOX 501
`Contact Address:
`City: CHESTERFIELD
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`Date business started (mm/yy):
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`07/13
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`State: SC
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`Zip:
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`29709
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`State: SC
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`Zip:
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`29709
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`Purchase Price
`This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined
`below).
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`Receivables Purchased Amount
`This is the amount of Receivables (defined in Section 1 below) being sold.
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`Specified Percentage
`This is the percentage of Receivables (defined below) to be delivered until the Receivables
`Purchased Amount is paid in full.
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`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.
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`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 of no more
`than the Specified Percentage of the Receivables and is subject to reconciliation as set forth in
`Section 4 below.
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`$30,000.00
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`$44,970.00
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`25%
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`$27,000.00
`
`$599.00
`per DAY
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`
`
`
`
`
`
`
`
`
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`TERMS AND CONDITIONS
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`1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to AVANZA (making AVANZA the absolute owner)
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`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 AVANZA. Each Merchant hereby
`acknowledges that until the Receivables Purchased Amount has been received in full by AVANZA, each Merchant’s Receivables, up
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`I have read and agree to the terms and conditions set forth above:
`
`
`(Merchant/Owner 1 Name and Title)
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`
`
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`(Signature and Date)
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`
`
`
`
`(Merchant/Owner 2 Name and Title)
`
`
`(Signature and Date)
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`Page 1 of 16
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`DocuSign Envelope ID: 28EC2C5E-416F-40D3-8808-F07E693DBBF2
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`7/21/2021
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`DocuSign Envelope ID: 0B128677-5BDF-499F-8031-2BF6EF94E938
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`

`

`FILED: NEW YORK COUNTY CLERK 08/16/2021 06:05 PM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 654993/2021
`
`RECEIVED NYSCEF: 08/16/2021
`
`STANDARD MERCHANT CASH ADVANCE AGREEMENT
`to the balance of the Receivables Purchased Amount, are the property of AVANZA and not the property of any Merchant. Each Merchant
`agrees that it is a fiduciary for AVANZA and that each Merchant will hold Receivables in trust for AVANZA in its capacity as a
`fiduciary for AVANZA.
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`The Receivables Purchased Amount shall be paid to AVANZA by each Merchant irrevocably authorizing only one depositing
`account acceptable to AVANZA (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 AVANZA receives payment in full of the Receivables
`Purchased Amount. Each Merchant hereby authorizes AVANZA to ACH debit 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 AVANZA with all required access codes and monthly
`bank statements. Each Merchant understands that it is responsible for ensuring that the Specified Percentage to be debited by AVANZA
`remains in the Account and will be held responsible for any fees resulting from a rejected ACH attempt or an Event of Default (see
`Section 2). AVANZA is not responsible for any overdrafts or rejected transactions that may result from AVANZA’s ACH debiting the
`Specified Percentage amounts under the terms of this Agreement.
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`2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to AVANZA
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`for the following fees, where applicable:
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`A. $3,000.00 to cover underwriting and the ACH debit program, as well as related expenses. This will be deducted from
`payment of the Purchase Price.
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`B. NSF/ Rejected ACH Fee ‐ $50.00 (each). Each such fee may be deducted from any payment collected by AVANZA or may
`be collected in addition to any other payment collected by AVANZA under this Agreement.
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`C. Blocked Account $2,500.00 / Default ‐ $5,000.00 ‐ If AVANZA considers an Event of Default to have taken place under
`Section 34.
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`D. 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.
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`E. UCC Fee ‐ $195.00 – to cover AVANZA 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.
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`F. 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 AVANZA’s legal or contractual rights against each Merchant and/or each Guarantor, if required,
`as explained in other Sections of this Agreement.
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`3. Cap on Collection of the Receivables Purchased Amount. The amount that AVANZA will collect from Merchant(s)
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`towards the Receivables Purchased Amount during any specific month will be capped at $13,178.00 (the “Cap”). If the Specified
`Percentage of all Receivables for a specific month is less than the Cap, then in addition to the Specified Percentage of Receivables for
`that month, AVANZA will be permitted to collect any Receivables it did not previously collect due to the Cap such that the total amount
`collected during that month does not exceed the Cap. The Cap is not applicable to make up for a business day on which AVANZA is
`closed and does not ACH debit the Account, to subsequent attempts to collect a rejected or blocked ACH payment, 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 AVANZA to have taken place.
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`4. Reconciliations. Any Merchant may give written notice to AVANZA requesting that AVANZA conduct a reconciliation in
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`order to ensure that the amount that AVANZA has collected equals the Specified Percentage of Merchant(s)’s Receivables under this
`Agreement. Any Merchant may give written notice requesting a reconciliation by e-mail to info@avanzacapitalllc.com and such notice
`will be deemed to have been received if and when AVANZA sends a reply e-mail (but not a read receipt). If such reconciliation
`determines that AVANZA collected more than it was entitled to, then AVANZA will credit to the Account all amounts to which
`AVANZA was not entitled within seven days thereafter. If such reconciliation determines that AVANZA collected less than it was
`entitled to, then AVANZA will debit from the Account all additional amounts to which AVANZA was 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. AVANZA will 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.
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`5. Prepayments. Although there is no obligation to do so, any Merchant may prepay any amount towards the Receivables
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`Purchased Amount. There will be no penalty for any prepayment made by any Merchant. Any Merchant may elect to terminate this
`Agreement by prepaying AVANZA the amount of the balance of the Receivables Purchased Amount at that time.
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`6. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to AVANZA, to obtain electronic fund transfer
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`services and/or “ACH” payments. Merchant(s) shall provide AVANZA and/or its authorized agent with all of the information,
`authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize AVANZA and/or its
`agent(s) to deduct the amounts owed to AVANZA for the Receivables as specified herein from settlement amounts which would
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`I have read and agree to the terms and conditions set forth above:
`
`
`(Merchant/Owner 1 Name and Title)
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`
`
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`(Signature and Date)
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`
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`
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`(Merchant/Owner 2 Name and Title)
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`(Signature and Date)
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`Page 2 of 16
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`DocuSign Envelope ID: 28EC2C5E-416F-40D3-8808-F07E693DBBF2
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`7/21/2021
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`DocuSign Envelope ID: 0B128677-5BDF-499F-8031-2BF6EF94E938
`
`

`

`FILED: NEW YORK COUNTY CLERK 08/16/2021 06:05 PM
`NYSCEF DOC. NO. 2
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`INDEX NO. 654993/2021
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`RECEIVED NYSCEF: 08/16/2021
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`STANDARD MERCHANT CASH ADVANCE AGREEMENT
`otherwise be due to each Merchant and to pay such amounts to AVANZA by permitting AVANZA to withdraw the Specified Percentage
`by ACH debiting of the account. The authorization shall be irrevocable absent AVANZA’s written consent.
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`7. Term of Agreement. The term of this Agreement is indefinite and shall continue until AVANZA receives the full
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`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.
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`8. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course
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`of its business and that the payments to be made from each Merchant to AVANZA under this Agreement are being made in the ordinary
`course of each Merchant’s business.
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`9. Financial Condition. Each Merchant and each Guarantor authorizes AVANZA and its agent(s) to investigate each
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`Merchant’s financial responsibility and history, and will provide to AVANZA any bank or financial statements, tax returns, and other
`documents and records, as AVANZA 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. AVANZA is authorized to update such information and
`financial profiles from time to time as it deems appropriate.
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`10. Monitoring, Recording, and Electronic Communications. AVANZA may choose to monitor and/or record telephone
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`calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between
`AVANZA and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access
`for AVANZA 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.
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`11. Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the
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`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 AVANZA’s documents, forms, and
`recorded interview(s) is true, accurate, and complete in all respects. AVANZA may produce a monthly statement reflecting the delivery
`of the Specified Percentage of Receivables from Merchant(s) to AVANZA. An investigative report may be made in connection with the
`Agreement. Each Merchant and each Owner signing this Agreement authorize AVANZA, its agents and representatives, and any credit‐
`reporting agency engaged by AVANZA, 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 AVANZA under this Agreement or for AVANZA’s ability to determine
`any Merchant’s eligibility to enter into any future agreement with AVANZA. Any misrepresentation made by any Merchant or Owner
`in connection with this Agreement may constitute a separate claim for fraud or intentional misrepresentation.
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`12. Transactional History. Each Merchant authorizes its bank to provide AVANZA with its banking and/or credit card
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`processing history.
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`13. Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant’s
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`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 AVANZA for monies owed to AVANZA from any Merchant and (b) actions taken by any Processor in reliance upon
`information or instructions provided by AVANZA.
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`14. No Liability. In no event will AVANZA be liable for any claims asserted by any Merchant under any legal theory for lost
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`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.
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`15. Sale of Receivables. Each Merchant and AVANZA agree that the Purchase Price under this Agreement is in exchange for
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`the Receivables Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from AVANZA
`to any Merchant. AVANZA is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail,
`resulting in AVANZA not 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. AVANZA 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 AVANZA 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.
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`I have read and agree to the terms and conditions set forth above:
`
`
`(Merchant/Owner 1 Name and Title)
`
`
`
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`(Signature and Date)
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`
`
`
`
`(Merchant/Owner 2 Name and Title)
`
`
`(Signature and Date)
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`Page 3 of 16
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`DocuSign Envelope ID: 28EC2C5E-416F-40D3-8808-F07E693DBBF2
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`7/21/2021
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`DocuSign Envelope ID: 0B128677-5BDF-499F-8031-2BF6EF94E938
`
`

`

`FILED: NEW YORK COUNTY CLERK 08/16/2021 06:05 PM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 654993/2021
`
`RECEIVED NYSCEF: 08/16/2021
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`STANDARD MERCHANT CASH ADVANCE AGREEMENT
`
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`16. Power of Attorney. Each Merchant irrevocably appoints AVANZA as its agent and attorney-in-fact with full authority to
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`take any action or execute any instrument or document to settle all obligations due to AVANZA, or, if AVANZA considers an Event of
`Default to have taken place under Section 34, to settle all obligations due to AVANZA 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 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 name on any invoice, bill of lading, or assignment directing
`customers or account debtors to make payment directly to AVANZA; and (v) to file any claims or take any action or institute any
`proceeding which AVANZA 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.
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`17. Protections Against Default. The following Protections 1 through 7 may be invoked by AVANZA, immediately and
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`without notice to any Merchant in the event:
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`(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;
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`(b) Any Merchant changes its arrangements with any Processor in any way that is adverse to AVANZA;
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`(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;
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`(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 AVANZA
`and (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 AVANZA; or
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`(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 means other than checks and/or
`credit cards that are settled through Processor. These protections are in addition to any other remedies available to AVANZA at law, in
`equity, or otherwise available pursuant to this Agreement.
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`(f) AVANZA considers any Event of Default listed in Section 34 to have taken place.
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`Protection 1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and
`payable in full immediately.
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`Protection 2. AVANZA may enforce the provisions of the Guarantee against Guarantor.
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`Protection 3. AVANZA may enforce its security interest in the Collateral identified in Section 33.
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`Protection 4. AVANZA may proceed to protect and enforce its rights and remedies by litigation or arbitration.
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`Protection 5. If requested by AVANZA, Merchant shall deliver to AVANZA an executed assignment of lease of each
`Merchant’s premises in favor of AVANZA. Upon breach of any provision in this Section 17, AVANZA may exercise its rights under
`such assignment of lease.
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`Protection 6. AVANZA 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.
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`Protection 7. AVANZA 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 AVANZA of all or any portion of the amounts received by such credit card processor on
`behalf of each Merchant. Each Merchant hereby grants to AVANZA an irrevocable power-of-attorney, which power-of-attorney will
`be coupled with an interest, and hereby appoints AVANZA 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 AVANZA as contemplated
`by this Section.
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`18. Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant and/or as
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`Owner, in respect of himself or herself personally, authorizes AVANZA 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 AVANZA or any of its
`affiliates relating to any (i) investigation undertaken by or on behalf of AVANZA as permitted by this Agreement or (ii) disclosure of
`information as permitted by this Agreement.
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`19. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered
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`by AVANZA, including this Agreement and any other AVANZA documents (collectively, “Confidential Information”) are proprietary
`and confidential information of AVANZA. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not
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`I have read and agree to the terms and conditions set forth above:
`
`
`(Merchant/Owner 1 Name and Title)
`
`
`
`
`(Signature and Date)
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`
`
`
`
`(Merchant/Owner 2 Name and Title)
`
`
`(Signature and Date)
`
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`Page 4 of 16
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`DocuSign Envelope ID: 28EC2C5E-416F-40D3-8808-F07E693DBBF2
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`7/21/2021
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`DocuSign Envelope ID: 0B128677-5BDF-499F-8031-2BF6EF94E938
`
`

`

`FILED: NEW YORK COUNTY CLERK 08/16/2021 06:05 PM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 654993/2021
`
`RECEIVED NYSCEF: 08/16/2021
`
`STANDARD MERCHANT CASH ADVANCE AGREEMENT
`disclose Confidential Information of AVANZA 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.
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`20. D/B/As. Each Merchant hereby acknowledges and agrees that AVANZA may be using “doing business as” or “d/b/a”
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`names in connection with various matters relating to the transaction between AVANZA and each Merchant, including the filing of UCC-
`1 financing statements and other notices or filings.
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`21. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and
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`financial statements, copies of which have been furnished to AVANZA, and future statements which will be furnished hereafter at the
`request of AVANZA, 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 AVANZA of any material adverse change in its financial condition, operation, or ownership.
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`22. Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply
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`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.
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`23. Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this Agreement on behalf
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`of each Merchant has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly
`authorized.
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`24. Insurance. Each Merchant represents, warrants, and covenants that it will maintain business‐interruption insurance naming
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`AVANZA as loss payee and additional insured in amounts and against risks as are satisfactory to AVANZA and shall provide AVANZA
`proof of such insurance upon request.
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`25. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without
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`AVANZA’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.
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`26. Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business
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`under any name other than as disclosed to AVANZA or change any place(s) of its business without prior written consent from AVANZA.
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`27. Estoppel Certificate. Each Merchant represents, warrants, and covenants that it will, at any time, and from time to time,
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`upon at least two day’s prior notice from AVANZA to that Merchant, execute, acknowledge, and deliver to AVANZA and/or to any
`other person or entity specified by AVANZA, 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.
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`28. No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not
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`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.
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`29. Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and
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`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 AVANZA, other than any for which AVANZA has actual or
`constructive knowledge as of the date of this Agreement.
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`30. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than AVANZA
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`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 AVANZA.
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`31. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the
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`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.
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`I have read and agree to the terms and conditions set forth above:
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`(Merchant/Owner 1 Name and Title)
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`(Signature and Date)
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`(Merchant/Owner 2 Name and Title)
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`(Signature and Date)
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`Page 5 of 16
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`DocuSign Envelope ID: 28EC2C5E-416F-40D3-8808-F07E693DBBF2
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`7/21/2021
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`DocuSign Envelope ID: 0B128677-5BDF-499F-8031-2BF6EF94E938
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`

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`FILED: NEW YORK COUNTY CLERK 08/16/2021 06:05 PM
`NYSCEF DOC. NO. 2
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`INDEX NO. 654993/2021
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`RECEIVED NYSCEF: 08/16/2021
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`STANDARD MERCHANT CASH ADVANCE AGREEMENT
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`32. Default Under Other Contracts. Each Merchant represents, warrants, and covenants that its execution of and/or
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`performance under this Agreement will not cause or create an event of default by any Merchant under any contract with another person
`or entity.
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`33. Security Interest. To secure each Merchant’s payment and performance obligations to AVANZA under this Agreement
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`and any future agreement with AVANZA, each Merchant hereby grants to AVANZA 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, 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 AVANZA under any
`other agreement between any Merchant or Guarantor and AVANZA (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.
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`Each Merchant agrees to execute any documents or take any action in connection with this Agreement as AVANZA deems
`necessary to perfect or maintain AVANZA’s first priority security interest in the Collateral and the Cross‐Collateral, including the
`execution of any account control agreements. Each Merchant hereby authorizes AVANZA to file any financing statements deemed
`necessary by AVANZA to perfect or maintain AVANZA’s security interest, which financing statements may contain notification that
`each Merchant has granted a negative pledge to AVANZA with respect to the Collateral and the Cross‐Collateral, and that any
`subsequent lienor may be tortiously interfering with AVANZA’s rights. Each Merchant shall be liable for and AVANZA may charge
`and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by AVANZA in protecting,
`preserving, and enforcing AVANZA’s security interest and rights. Each Merchant further acknowledges that AVANZA may use another
`legal name and/or D/B/A or an agent when designating the Secured Party when AVANZA files the above‐referenced financing
`statement(s).
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`34. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:
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`(1) Any Merchant violates any term or covenant in this Agreement;
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`(2) Any representation or warranty by any Merchant in any Agreement with AVANZA that has not been terminated proves to
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`have been incorrect, false, or misleading in any material respect when made;
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`(3) Any Merchant fails to provide AVANZA with 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;
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`(4) the sending of notice of termination by any Merchant or Guarantor;
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`(5) Any Merchant transports, moves, interrupts, suspends, dissolves, or terminates its business without the prior written consent
`of AVANZA other than a bankruptcy filing;
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`(6) Any Merchant transfers or sells all or substantially all of its assets without the prior written consent of AVANZA;
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`(7) Any Merchant makes or sends notice of any intended bulk sale or transfer by any Merchant without the prior written consent
`of AVANZA;
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`(8) Any Merchant uses multiple depository accounts without the prior written consent of AVANZA;
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`(9) Any Merchant changes the Account without the prior written consent of AVANZA;
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`(10) AVANZA 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;
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`(11) Any Merchant fails to send bank statements, merchant account statements, or bank login information for the Account
`within two business days af