FILED: SUFFOLK COUNTY CLERK 05/23/2018 11:14 AM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 610010/2018
`
`RECEIVED NYSCEF: 05/23/2018
`
`525 Broadhollow Road ● Melville, NY 11747 ● Ph 1-877-690-4882 ● Fax 1-866-818-3019 ●wwww.merchantscap.com
`Date:
`
`ACH TOTAL RECEIPTS AGREEMENT FOR PURCHASE AND SALE OF INTEREST IN
`TOTAL RECEIPTS
`(THE “ACH TOTAL RECEIPTS PURCHASE AGREEMENT”)
`
`Seller’s Information
`Business Legal Name:
`
`D/B/A:
`
`Business Address:
`
`Mailing Address (if different):
`
`Business Phone #:
`
`Date Business Started:
`
`Type of Entity:
`
`Email Address:
`
` Contract Number:
`
`Business Fax #:
`
`State of Incorporation/Organization:
`
`Federal Tax ID:
`
`Web Site URL:
`
`Bank Name:
`
`MCA_BankName
`
`ABA #:
`
`MCA_RoutingNo
`
`Acct #:
`
`MCA_AccountNo
`
`Principal Information
`Name of Owner or Principal:
`
`Home Phone #:
`
`Home Address:
`
`Name of Owner or Principal:
`
`Home Phone #:
`
`Home Address:
`
`Name of Owner or Principal:
`
`Home Phone #:
`
`Home Address:
`
`Name of Owner or Principal:
`
`Home Phone #:
`
`Home Address:
`
`Cell Phone #:
`
`Cell Phone #:
`
`Cell Phone #:
`
`Cell Phone #:
`
`FIXED PMT DLY P&S W/ARB R3 01032017
`Copyright 2013 MCA Fixed Payment, LLC
`
`1 of 6
`
`000-000-000
`
`Corporation
`
`Universal Produce Store
`
`81-1842437
`
`03/16/2016
`
`Chase
`
`universalhalalmeat@gmail.com
`
`UNIVERSAL PRODUCE STORE INC.
`
`June 28, 2017
`
`19 Blythe Ct, Ronkokoma, NY 11779
`
`(631) 741 - 5129
`
`MC170612034
`
`815267989
`
`Kamrul Islam
`
`337 Smithtown Blvd, Ronkonkoma, NY 11779
`
`NY
`
`337 Smithtown Blvd, Ronkonkoma, NY 11779
`
`(631) 385 - 3737
`
`(631) 385 - 3737
`
`DocuSign Envelope ID: E315EF1F-6F19-441F-96F4-162E4CA7EAFF
`
`Chase
`
`021000021
`
`815267989
`
`

`

`FILED: SUFFOLK COUNTY CLERK 05/23/2018 11:14 AM
`NYSCEF DOC. NO. 2
`A. Purchase of TOTAL RECEIPTS
`a)
`MCA Fixed Payment, LLC (together with its successors and/or assigns, the “Buyer”) hereby purchases from the Seller set
`forth above (the “Seller”), and Seller hereby sells, assigns and conveys to Buyer for the Purchase Price of $ _____________, the
`Purchased Percentage (as set forth below) of Seller’s right, title and interest in and to all revenues generated from sales of the
`business including all credit card, debit card, bank card, and/or other charge card receipts (collectively, “Credit Card Receipts”),
`checks, cash, and insurance payments originated and due to Seller after the effective date of this Agreement as and when generated
`and only as and when generated (collectively the “Total Receipts”). The Purchased Percentage shall continue to be owned by Buyer
`until Seller has paid to Buyer the full Purchased Amount. Buyer’s Purchased Interest in the Total Receipts (as evidenced by the
`Purchased Percentage and the Purchased Amount) is hereinafter referred to as the “Purchased Interest.”
`Purchase Price: $
`Purchased Percentage: 50% Daily ACH: $
`
`INDEX NO. 610010/2018
`
`RECEIVED NYSCEF: 05/23/2018
`
` Purchased Amount: $
`
`b)
`Subject to the terms and conditions of this Agreement, and provided Seller is not in breach of this Agreement, Buyer will not
`collect, or seek to collect all, any portion of, or any percentage of Seller’s future Total Receipts. Rather, Seller shall pay to Buyer
`the sum of $ _____________ on each business day commencing the first business day after funding (the “Fixed Payment(s)”) until
`the Purchased Amount has been fully paid. As more fully described in paragraph 3 below, the Fixed Payment(s) plus any payment
`for arrears, will be made by Seller depositing all Total Receipts directly into its Operating Account so that Buyer may collect such
`Fixed Payments by initiating electronic checks and/or ACH payments.
`
`c)
`Seller’s failure to make all or any portion of a Fixed Payment shall not be a breach of this Agreement if such failure results
`solely from Seller’s good-faith inability in the operation of its business to generate sufficient Total Receipts to make such payments.
`This risk is assumed by Buyer.
`
`B. Financing Statements
`Seller hereby authorizes Buyer to file one or more UCC Financing Statements evidencing the sale of Purchased Interest which
`shall perfect Buyer’s purchase of the Purchased Interest and the payments that are to be made to Buyer in connection with such
`purchase. The UCC Financing Statement shall state that the sale of the Purchased Interest is a sale and not an assignment for security,
`and that Seller is prohibited from transferring or otherwise encumbering the Purchased Interest until Buyer has received the Purchased
`Amount (and any other amounts due under this Agreement.)
`
`C. Acceptance; Additional Terms and Conditions
`Upon execution hereof, each of the parties hereto shall be bound by and subject to all of the terms and conditions of this
`Agreement for Purchase and Sale of Interest in all Total Receipts, inclusive of the additional terms and conditions contained on pages 2
`through 6 of this Agreement. The person executing this Agreement on behalf of Seller warrants and represents that he/she is authorized
`to bind Seller to all of the terms and conditions set forth in this Agreement, and that all of the information provided by Seller in
`Agreement, or in connection with this Agreement is true and accurate in all respects. If Buyer should fail to execute this Agreement for
`any reason, Buyer’s payment of the Purchase Price shall be deemed Buyer’s acceptance of this Agreement.
`
`ADDITIONAL TERMS OF AGREEMENT
`
`The parties agree that this Agreement includes the following provisions:
`
`1.
`
`MONTHLY REFUND ADJUSTMENT
`1.1
`Provided that the Seller is not in breach of this Agreement, should the Buyer in any month collect aggregate Fixed
`Payments that exceed more that 50% of the Seller’s Total Receipts for that month, then MCA will refund the difference to the Seller
`(the “Monthly Refund Adjustment”).
`1.2
`Buyer will Pay Seller the Monthly Refund Adjustment provided that Seller requests the refund in writing within 10
`days after the end of any monthly period with time being of the essence. To qualify for such Monthly Refund Adjustment, the Seller
`must document in writing its Total Receipts actually collected for the monthly period. Buyer retains the sole discretion to determine
`whether Seller has adequately documented the monthly Total Receipts claimed to have been collected by Seller.
`
`FIXED PMT DLY P&S W/ARB R3 01032017
`Copyright 2013 MCA Fixed Payment, LLC
`
`2 of 6
`
`11,000.00
`
`11,000.00
`
`80.90
`
`80.90
`
`15,290.00
`
`DocuSign Envelope ID: E315EF1F-6F19-441F-96F4-162E4CA7EAFF
`
`

`

`FILED: SUFFOLK COUNTY CLERK 05/23/2018 11:14 AM
`NYSCEF DOC. NO. 2
`PURCHASED INTEREST IN FUTURE TOTAL RECEIPTS:
`2.
` Purchase and Sale:
`2.1
`Buyer and Seller acknowledge and agree that the Purchase Price paid by Buyer is in exchange for the Purchased Interest, and
`is not intended to be, nor shall it be construed as, a loan from Buyer to Seller. The future Total Receipts purchased by Buyer which
`become an actual receivable hereunder shall be owned by Buyer free and clear of all encumbrances until the Purchased Amount has
`been fully paid to Buyer.
`
`RECEIVED NYSCEF: 05/23/2018
`
`INDEX NO. 610010/2018
`
`2.2
`Relinquishment of Seller’s Rights in Purchased Interest:
`Upon the effective date of this Agreement, Seller shall relinquish all of its right, interest and title in the Purchased Interest
`and shall thereafter have no interest in or with respect to the Purchased Interest until the Purchased Amount has been fully paid, nor
`shall Seller have any right to repurchase or otherwise reacquire the Purchased Interest.
`2.3
`True Sale:
`Seller hereby agrees and acknowledges that the sale and transfer of the Purchased Interest by Seller to Buyer constitutes avalid
`sale, transfer, assignment, set-over, and conveyance to Buyer of all right, title, and interest of Seller in and to the Purchased
`Interest, and the proceeds thereof, whether then existing or thereafter created. The Purchased Interest will be owned by Buyer free
`and clear of any lien or security interest of any person or entity (other than Buyer) claiming through or under the Seller. Seller
`covenants to Buyer that Seller will not account for or treat (whether in Financial Statements or otherwise) the transactions
`contemplated by this Agreement in any manner other than the sale of the Purchased Interest by Seller to Buyer.
`
`2.4
`Intent of the Parties:
`Buyer assumes the full risk for the collectability of the Purchased Interest. Except in the event of breach, the parties confirm
`that there is no positive repayment obligation on the part of the Seller beyond the Fixed Payments to be made from the Total Receipts.
`In the event a Court of competent jurisdiction or arbitrator determines that any amount paid or to be paid to the Buyer constitutes
`interest, the parties agree that the terms in this Agreement may be unilaterally amended by the Buyer, nunc pro tunc, to ensure that the
`Buyer does not receive an amount determined to be interest in excess of any amount permitted by law.
`2.5
`Bill of Sale:
`The sale by Seller to Buyer of the Purchased Interest shall be evidenced by a Bill of Sale in the form attached hereto as
`Exhibit A.
`
`3.
`
`OPERATING ACCOUNT:
`In order to induce Buyer to purchase Seller's future Total Receipts from Seller, and in consideration thereof, Seller and the
`Principal(s) (if there shall be more than one Principal, the obligations of the Principal(s) hereunder shall be joint and several), hereby
`represent, warrant, covenant, and agree as follows:
`3.1
`Deposits into Operating Account:
`Seller agrees to maintain only one Operating Account into which the Seller shall immediately deposit its Total Receipts.
`Seller agrees not to divert any of such sums into any other account or use any of such sums until they have been first deposited into the
`Operating Account and have first been made available to make the Fixed Payment and payment for arrears, if any.
`3.2
`Maintenance of Operating Account:
` The Seller shall provide Buyer
`Seller agrees to maintain only one Operating Account at a bank agreed to by the Buyer.
`with the name of such account, the account number and any other information required to access funds in such Operating Account. Seller shall
` not open any additional Operating Accounts or deposit its Total Receipts into any other Operating or other account with any other
`Financial Institution. Seller shall not transfer funds into or open a new Operating Account without providing Buyer with ten days prior written
`notice of such action. In such event, Seller shall immediately provide Buyer with the location of the new Operating Account, the name of
`such account, the account number, and any other information required to access funds in such Operating Account.
`3.3
`Payments from Operating Account:
`Seller shall take all such actions with respect to its Operating Account as are necessary to authorize Buyer to initiate and
`consummate electronic check and/or ACH payments until Buyer has been paid the Purchased Amount.
`Seller agrees to take no
`action, directly or indirectly, to interfere with Buyer’s ability to collect the Fixed Payments by initiating and consummating such
`electronic checks and/or ACH payments.
`
`FIXED PMT DLY P&S W/ARB R3 01032017
`Copyright 2013 MCA Fixed Payment, LLC
`
`3 of 6
`
`DocuSign Envelope ID: E315EF1F-6F19-441F-96F4-162E4CA7EAFF
`
`

`

`FILED: SUFFOLK COUNTY CLERK 05/23/2018 11:14 AM
`NYSCEF DOC. NO. 2
`4.
`IRREVOCABLE POWER OF ATTORNEY
`
`INDEX NO. 610010/2018
`
`RECEIVED NYSCEF: 05/23/2018
`
`Simultaneously herewith, Seller has granted to Buyer an Irrevocable Power of Attorney (ACH: Total Receipts) in the form
`annexed as Exhibit 1, which is coupled with an interest, and has appointed Buyer and any of Buyer’s designated representatives as
`Seller’s attorney-in-fact to take any action necessary for Buyer to enforce its rights and to protect its interests with respect to Seller’s
`Operating Account, and all other bank and other accounts, and Credit Card Receipts, if any, being held by Seller’s exclusive credit
`card processor(s).
`
`5. WAIVER OF JURY TRIAL AND ARBITRATION PROVISION: READ THIS PROVISION CAREFULLY AS IT
`AFFECTS YOUR RIGHT TO JURY TRIAL:
` Arbitration; Waiver of Jury Trial; Other Rights
`5.1
`If Buyer, Seller or any Indemnitor requests, the other parties agree to arbitrate all disputes and claims arising out of or relating to this
`Agreement. If Buyer, Seller or any Indemnitor seeks to have a dispute settled by arbitration, that party must first send to the other party, by
`certified mail, a written Notice of Intent to Arbitrate. If Buyer, Seller or any Indemnitor do not reach an agreement to resolve the claim
`within 30 days after the Notice is received, Buyer, Seller or any Indemnitor may commence an arbitration proceeding with the American
`Arbitration Association (“AAA”).THERE SHALL BE NO RIGHT TO A JURY TRIAL. The arbitration hearing shall be conducted at
`a location within twenty (20) miles of Seller’s business address at the time of such arbitration, or, if Seller has no business address at the
`time of the arbitration, then within twenty (20) miles of Seller’s business address as specified in this Agreement. The arbitration shall be
`conducted before the American Arbitration Association (the “AAA”), pursuant to the AAA Commercial Arbitration Rules, which can be
`obtained online atwwww.adr.org, or by calling the AAA at 1-800-778-7879. Buyer will provide a copy of the Arbitration Rules to
`Seller via email upon request. Submit your request to clientservices@merchantscap.com.The arbitration shall be conducted by one
`neutral arbitrator appointed by the AAA.The arbitrator shall have actual experience in and knowledge of Merchants Financing Transactions
`to the greatest extent practicable, unless the parties agree otherwise.
` The parties agree that the Federal Arbitration Act (“FAA”) and related federal law shall govern the interpretation,
`implementation and enforcement of this paragraph 5 to the fullest extent possible, to the exclusion of all otherwise potentially
`applicable state law, regardless of the location of the arbitration proceedings, or the nature of the disputes or controversies
`between the parties to this Agreement. To the extent that state law and not the FAA governs any aspect of the interpretation,
`implementation and enforcement of this paragraph 5, such state law shall be the internal laws of the State of New York without
`giving effect to conflict of law principals, (“the internal laws of the State of New York”). In addition, as provided in
`paragraph 7.7 the conduct of arbitration proceedings and the applicable sustentative law and procedural law to be applied in
`such proceedings shall be the internal laws of the State of New York.
`
` The arbitrator shall have the authority to award any monetary and non-monetary relief otherwise available to either party
`in an action otherwise prosecuted in court, including injunctive and other provisional relief. Any dispute regarding the
`enforceability of any part of this arbitration provision shall be decided by the arbitrator. The arbitration filing fee and the
`arbitrator’s fee shall be paid by Buyer, since it is the intent of the parties that the costs of the arbitration for the Seller shall be
`the same or less than the cost of filing and prosecuting a lawsuit, apart from the costs of Buyer’s counsel, if any.
`
`Notwithstanding the foregoing-before, during or after the pendency of any arbitration brought pursuant to this
`Agreement, either party shall have the right:
`i.
`To apply to any court of competent jurisdiction for provisional or ancillary relief of any kind;
`ii.
`To apply to any court of competent jurisdiction to compel arbitration;
`iii.
`To apply to any court of competent jurisdiction to confirm an arbitral award;
`iv.
`To apply to any court of competent jurisdiction to enter judgment on any arbitration award;
`v.
`To exercise any right pursuant to an Irrevocable Power of Attorney;
`vi.
`To exercise all rights with respect to any lien on any real or personal property (and proceeds) pursuant to
`the Uniform Commercial Code or otherwise.
`It is understood however, that the exercise of any of these rights by a party shall be subject to the right of the other
`party to arbitrate the merits of any such action and the controversy or claim to which the exercise of such rights is
`related.
`
`Initial_Owner1
`SELLER INITIALS X________
`
`No Class Actions:
`5.2
`The parties hereto acknowledge and agree that this arbitration shall be solely between the parties to this agreement, and no
`class arbitration, or other representative action may be undertaken by the arbitrator. The parties further agree that the arbitrator shall
`not have the power to combine this with any other arbitration or to treat this as a representative action, or as a class action.
`
`FIXED PMT DLY P&S W/ARB R3 01032017
`Copyright 2013 MCA Fixed Payment, LLC
`
`4 of 6
`
`DocuSign Envelope ID: E315EF1F-6F19-441F-96F4-162E4CA7EAFF
`
`

`

`FILED: SUFFOLK COUNTY CLERK 05/23/2018 11:14 AM
`NYSCEF DOC. NO. 2
`
`5.3 Opt-Out:
`Seller may elect to opt out of this Waiver of Jury Trial and Arbitration Provision by sending writtethn notice to Buyer. Such
`written notice must be received by Buyer before 5:00 P.M. Eastern Time on or prior to the tenth (10 ) calendar day after this
`Agreement is executed, or such notice shall be of no force and effect. The foregoing time limit is “of the essence” and shall be
`strictly construed. Opting out of this arbitration provision shall not terminate the Agreement or otherwise affect in any way, any of
`the other rights and obligations of the parties hereto under the terms of the Agreement.
`
`RECEIVED NYSCEF: 05/23/2018
`
`INDEX NO. 610010/2018
`
`Initial_Owner1
`SELLER’S INITIALS X_________
`
`6.
`
`PRIOR TRANSACTIONS; READ THIS PROVISION CAREFULLY AS IT AFFECTS YOUR RIGHTS WITH
`RESPECT TO ANY DISPUTE YOU MAY HAVE WITH BUYER REGARDING ANY PRIOR TRANSACTIONS.
`
`The parties agree that this Agreement constitutes, and is deemed a written modification of any prior agreement and
`supersedes and replaces any contrary provision of any prior agreement. Buyer and Seller agree that should they have any dispute
`with respect to any prior transaction, that such dispute shall be governed by Paragraphs 2.4, 5.1, 5.2, 5.3, 7.7, and 7.8 of this
`Agreement. Should seller wish to opt- out of the arbitration and other provisions contained in Paragraphs 5.1 and 5.2 with respect
`to any prior transaction, Seller shall do so by sending written notice to Buyer on or before the tenth calendar day following
`the execution of this Agreement. Such 10-day notice is “of the essence” and shall be strictly construed.
`
`Initial_Owner1
`SELLER’S INITIALS X_________
`
`7.
`
`MISCELLANEOUS:
` Processing and Other Fees:
`7.1
`Seller agrees that Buyer may charge a $395.00 processing fee to cover Buyer’s cost of obtaining credit reports and the filing of
`any related Uniform Commercial Code (UCC) documents pursuant to the related ACH Total Receipts Assurances Agreement. Seller
`also agrees that Buyer may charge a $35.00 fee for each time the bank fails to honor an electronic check and/or ACH payment.
`7.2
`Survival of Representations:
`All representations, warranties and covenants herein shall survive the execution and delivery of the Agreement.
`Notices:
`7.3
`All notices, requests, demands and other communications hereunder shall be in writing and shall be delivered by
`mail, overnight delivery or hand delivery to the respective parties to this Agreement. Notices shall be sent to the addresses set forth on the
`face of the Agreement, or such other address as shall be notified by one party to the others in the manner provided herein, and such notice
`shall be effective upon receipt or first refused delivery.
`7.4
`Modifications:
`No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it shall be in writing and
`signed by all parties hereto.
`7.5
`Waiver; Remedies:
`No failure on the part of Buyer to exercise, and no delay in exercising any right under this Agreement shall be deemed as a
`waiver thereof nor shall any single or partial exercise of any right under this Agreement preclude any other or future exercise of any
`other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. Seller and
`Principal(s) each consent to waiver of notice prior to Buyer exercising any and all rights provided for in this Agreement.
`7.6
`Binding Effect:
`This Agreement shall be binding upon and inure to the benefit of the parties hereto, their heirs, legal representatives,
`successors and assigns. Buyer reserves the right to assign this Agreement with or without prior notice to Seller or Principal(s).
`Applicable Law, Venue and Jurisdiction, NO RIGHT TO A JURY TRIAL:
`7.7
`The interpretation and enforcement of this Agreement, and all issues relating to it and to the rights, relationships and
`obligations of the (parties), including any and all contract, tort and non-contract claims or disputes of any kind shall be governed by
`and interpreted in accordance with the internal laws of the State of New York (without giving effect to conflict of law principles)
`including all substantive claims and defenses asserted in any court litigation. Any litigation between or among the Seller, the
`Principal(s) and the Buyer (or any of them) related directly or indirectly to this Agreement, shall be prosecuted and conducted
`exclusively in the courts of Nassau or Suffolk Counties, in the State of New York or in the United States District Court for the Eastern
`District of New York, and each of the foregoing persons irrevocably consents to and hereby confers personal jurisdiction over such
`person in and to such courts, and each such person expressly waives any objections as to venue in any such courts. The Seller,
`Principal(s) and the Buyer waive any right to a jury trial.
`
`FIXED PMT DLY P&S W/ARB R3 01032017
`Copyright 2013 MCA Fixed Payment, LLC
`
`5 of 6
`
`DocuSign Envelope ID: E315EF1F-6F19-441F-96F4-162E4CA7EAFF
`
`

`

`FILED: SUFFOLK COUNTY CLERK 05/23/2018 11:14 AM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 610010/2018
`
`RECEIVED NYSCEF: 05/23/2018
`
`Attorneys’ Fees and Expenses:
`7.8
`In the event of any litigation, arbitration or any other action to collect on, enforce or determine the validity of this Agreement,
`the prevailing party shall be entitled to recover reasonable attorneys’ fees and expenses in such amount as may be determined
`reasonable by any arbitrator or court, whichever is applicable.
`
`Entire Agreement:
`7.9
`Together with the ACH Total Receipts Assurances Agreement of even date, this Agreement [inclusive of the Irrevocable
`Power Of Attorney) attached as Exhibit 1 and the Bill of Sale attached as Exhibit A], contains the entire agreement and
`understanding among Buyer, Seller and the Principal(s) (written, oral or otherwise) and supersedes all prior agreements and
`understandings relating to the subject matter hereof.
`
`ACCEPTED AND AGREED:
`
`ACCEPTED AND AGREED:
`
`Buyer: MCA Fixed Payment, LLC
`By:____________________________________
`
`Seller:
`X
`MCASignatory_Owner1
`By:__________________________________
`
`Name:_______________________________
`
`Title: _______________________________
`
`Name:
`
`Title:
`
`X X
`
`MCASignatory_Owner1
`By:__________________________________
`Principal:
`
`By:__________________________________
`MCASignatory_Owner2
`Principal:
`
`X X
`
`MCASignatory_Owner3
`By:__________________________________
`Principal:
`
`MCASignatory_Owner4
`By:__________________________________
`Principal:
`
`FIXED PMT DLY P&S W/ARB R3 01032017
`Copyright 2013 MCA Fixed Payment, LLC
`
`6 of 6
`
`Kamrul Islam
`
`Kamrul Islam
`
`President
`
`UNIVERSAL PRODUCE STORE INC.
`
`DocuSign Envelope ID: E315EF1F-6F19-441F-96F4-162E4CA7EAFF
`
`

`

`FILED: SUFFOLK COUNTY CLERK 05/23/2018 11:14 AM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 610010/2018
`
`RECEIVED NYSCEF: 05/23/2018
`
`EXHIBIT A
`
`BILL OF SALE
`This Bill of Sale is being delivered pursuant to that certain ACH Total Receipts Purchase
`Agreement, dated ________________ (the “Agreement”), between Buyer and Seller. Capitalized terms
`used herein, but not otherwise defined shall have the meanings ascribed to them in the Agreement.
`
`1. For and in consideration of payment by Buyer to Seller of the Purchase Price, upon the terms and
`conditions set forth in the Agreement, the receipt, sufficiency and adequacy of which are hereby acknowledged
`and accepted by Seller, Seller hereby sells, transfers, assigns, conveys and delivers to Buyer or its successors
`and assigns, all of Seller’s entire right, title and interest in, to and under the Purchased Interest free and clear of
`all liens, encumbrances and security interests (other than any security interest held or to be held by Buyer
`therein).
`
`2. Seller hereby agrees to execute and deliver any and all additional documents that Buyer may
`reasonably request in order to more fully effect the agreements set forth in this Bill of Sale.
`
`3. This Bill of Sale shall be subject to the terms and conditions set forth in the Agreement. Buyer and
`Seller hereby acknowledge and agree that the provisions of this Bill of Sale shall not limit the full force and
`effect of the terms and provisions of the Agreement, and that in the event of a conflict between the terms and
`provisions of this Bill of Sale and the terms and provisions of the Agreement, the terms and provisions of the
`Agreement shall prevail, govern and control in all respects without limitation.
`
`4. This Bill of Sale may be executed in any number of counterparts, all of which taken together shall
`constitute one and the same instrument and either of the parties hereto may execute this Bill of Sale by signing
`any such counterpart.
`
`IN WITNESS WHEREOF, Seller has executed this Bill of Sale as of __________________.
`
`SELLER:
`X
`Name:
`
`By:
`
`MCASignatory_Owner1
`
`MCASignatory_Owner3
`
`Title:
`
`By:
`
`X
`Name:
`
`Title:
`
`FIXED PMT BOS R1 08102015
`Copyright 2013 MCA Fixed Payment, LLC
`
`MCASignatory_Owner2
`
`MCASignatory_Owner4
`
`By:
`
`X
`Name:
`
`Title:
`
`By:
`
`X
`Name:
`
`Title:
`
`June 28, 2017
`
`June 28, 2017
`
`Kamrul Islam
`
`UNIVERSAL PRODUCE STORE INC.
`
`President
`
`DocuSign Envelope ID: E315EF1F-6F19-441F-96F4-162E4CA7EAFF
`
`

`

`FILED: SUFFOLK COUNTY CLERK 05/23/2018 11:14 AM
`NYSCEF DOC. NO. 2
`
`INDEX NO. 610010/2018
`
`RECEIVED NYSCEF: 05/23/2018
`
`EXHIBIT 1
`IRREVOCABLE POWER OF ATTORNEY (ACH TOTAL RECEIPTS)
`_____________________________________________________________________, with its principal
`place of business at _______________________________________________________________________________
`(“Principal”), does hereby appointMCA FIXED PAYMENT, LLC, a New York limited liability company with
`its principal office at 525 Broadhollow Road, Melville, NY 11747 (“Agent”), and Agent’s authorized
`agents, as Principal’s agent and attorney-in-fact, with full power of substitution, to act in its name, place and
`stead in any way which Principal itself could do
`if it were personally present, pursuant to the Agreements
`(as defined in the second paragraph hereof) to take any action which Agent deems necessary or desirable (a) to
`contact any current or prior bank (collectively and
`individually,
`the “Bank”) where Principal maintains,
`or maintained an account to obtain whatever information Agent may require regarding any such account, (b) to
`make arrangements with, give directions to, and otherwise interact with such Bank in such manner as Agent deems
`necessary to protect its interests pursuant to the Agreements, (c) to contact any of Principal’s current or prior credit card
`processors (collectively and individually the “Processor”) to obtain whatever information Agent may require regarding
`Principal’s transactions with any such Processor and/or to confirm that such Processor was, or is, the exclusive Processor
`designated by Agent, (d) to terminate Principal’s relationship with the current Processor and substitute a new Processor
`operating pursuant to asubstantially similar processing agreement, and (e) to make arrangements with, give directions to,
`and otherwise interact with any Processor in such manner as Agent deems necessary to protect its interests pursuant to
`the Agreements, (f) otherwise to execute and deliver all agreements, certificates, instruments, consents, resolutions and
`other documents, and take all actions, required to be executed or taken by Principal or which may be necessary or
`desirable in the sole judgmentof Agent to enforce its rights and to protect its interests with respect to the Agreements.
`
`This Power of Attorney has been granted pursuant to the ACH Total Receipts Agreement and the ACH Total
`Receipts Assurances Agreement each of even date herewith and to which Principal and Agent are parties (the
`“Agreements”), providing for, among other things, the purchase by Agent from Principal of the Purchased Percentage of
`Principal’s Future Total Receipts, until Agent has received in installment payments the Purchased Amount, as each such
`term is defined in the Agreements. Accordingly, this Power of Attorney shall continue in force until the Purchased
`Amount has been received by Agent, is coupled with an interest and is irrevocable until receipt of such Purchased Amount
`by Agent.
`To induce any third party to act hereunder, Principal hereby agrees that any third party receiving a photocopy,
`facsimile or other copy of this instrument, as duly executed, may act in reliance on the provisions hereof, and authorizes
`and directs such third party to furnish all information, make all arrangements and otherwise provide all cooperation with
`Agent to the same extent as if Principal were itself present.
`IN WITNESS WHEREOF, the undersigned Principal has duly executed this Power of Attorney on ___________________.
`
`MCASignatory_Owner2
`
`MCASignatory_Owner4
`
`X X
`
`By:
`Name:
`Title:
`
`By:
`Name:
`Title:
`
`Principal:
`
`X
`By:
`Name:
`Title:
`
`X
`By:
`Name:
`Title:
`
`MCASignatory_Owner1
`
`MCASignatory_Owner3
`
`FIXED PMT POA R1 08102015
`Copyright 2013 MCA Fixed Payment, LLC
`
`337 Smithtown Blvd, Ronkonkoma, NY 11779
`
`June 28, 2017
`
`Kamrul Islam
`
`UNIVERSAL PRODUCE STORE INC.
`
`UNIVERSAL PRODUCE STORE INC.
`
`President
`
`DocuSign Envelope ID: E315EF1F-6F19-441F-96F4-162E4CA7EAFF
`
`