AGSS 8-K
Ameriguard Security Services, Inc. (AGSS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
(Address of principal executive offices)
(Registrant’s telephone number, including area code)
(Former Name or former address if changed from last report.)
Securities registered pursuant to Section 12(g) of the Act: None
Securities registered pursuant to Section 12(b) of the Act: None
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a - 12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13d-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 1.01 Entry into a Material Definitive Agreement.
On December 18, 2023, Ameriguard Security Services Inc. (“AGSS”) entered into a revenue purchase agreement with Velocity Capital Group LLC (“VCG”), pursuant to which AGSS received $412,500 from VCG, for a purchase amount of $565,125. The purchased interest percentage was 8.48%. AGSS committed to paying VCG $17,660 weekly.
On December 20, 2023, AGSS entered into a standard merchant cash advance agreement with TVT CAP (“TVT”), pursuant to which AGSS received $736,000 from TVT, for a purchase price of $800,000 and a purchased receivables amount of $1,199,200. The purchased interest percentage was 14.87%. AGSS committed to paying VCG $49,966.67 weekly.
On January 2, 2024, AGSS entered into a standard merchant cash advance agreement with Cedar Advance LLC (“Cedar”), pursuant to which AGSS received $504,000 from Cedar, for a purchase price of $525,000 and a purchased receivables amount of $719,250. The purchased interest percentage was 12%. AGSS committed to paying VCG $22,476.56 weekly.
Prior to the date of the respective agreement, AGSS had no relationship or dealings with VCG, TVT, nor Cedar.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On December 7, 2023, the Board of Directors of AGSS resolved to appoint Jason Bovell as the Chief Financial Officer of AGSS and reassign Mike Goossen from Chief Financial Officer to Senior Controller. Accordingly, Mike Goossen, will cease to be AGSS’ Chief Financial Officer but will be Senior Controller. There were no disagreements between Mike Goossen and AGSS.
Mr. Jason Bovell, 42 is the new CFO of AmeriGuard Security Services, Inc. From 2013 to 2023, he was a Managing Director at Bovell Financial a full-service accounting firm and provided services such as Advisory, CFO Services, and Tax services to businesses, funds, and governmental agencies. From 2012 to 2013, he served as a Controller for an energy company (SEEA) in which he was tasked with building out the accounting department and creating a new accounting system that met the Department of Energy’s approval. From 2010 to 2012, Mr. Bovell worked for the Center for Disease Control as a Senior Auditor & Cost Analyst. Prior to this, he worked for Cox Enterprises as a Tax Senior in 2006. Prior to this, Mr. Bovell worked for PricewaterhouseCoopers, in the tax practice with stints on the audit side as well. Mr. Bovell received a Bachelor of Arts degree in Business Administration with a concentration in Accounting from Morehouse College and a Master of Arts degree in Taxation from the University of Denver.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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10.1 |
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10.2 |
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10.3 |
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| 99.1 | Resolutions of the Board of Directors, dated December 7, 2023 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
January 16, 2024
| Ameriguard Security Services Inc. | ||
| /s/ Lawrence Garcia | ||
| By: | Lawrence Garcia | |
| Title: | President | |
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Exhibit 10.1
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 REVENUE PURCHASE AGREEMENT Agreement dated 12/18/2023 between Velocity Capital Group LLC (“VCG”) and the Merchant listed below (“MERCHANT”) MERCHANT INFORMATION Merchant’s Legal Name: AMERIGUARD SECURITY SERVICES, INC. D/B/A: AMERIGUARD SECURITY SERVICES Type of Entity: Corporation State of Incorporation: California Federal Tax ID: 73-1671817 Business Phone: 559-271-5984 Contact Name: LAWRENCE DAVID GARCIA Mobile: 559-352-1216 Email Address: [email protected] Mailing Address: 7776 N DANTE City: FRESNO State: CA Zip: 93722 Physical Address: 5470 WEST SPRUCE AVENUE #102 City: FRESNO State: CA Zip: 93657 Purchase Price: $412,500.00 Purchased Percentage: 8.48% Purchased Amount: $565,125.00 Payment Frequency: Weekly Remittance: $17,660.00 Merchant hereby sells, assigns, and transfers to VCG (making VCG the absolute owner) in consideration of the Purchase Price specified above, the Purchased Percentage of all of Merchant’s future accounts, contract rights and other entitlements arising from or relating to the payment of monies from Merchant’s customer’s and/or other third party payors (the “Receipts” defined as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the Merchant’s business), for the payments due to Merchant as a result of Merchant’s sale of goods and/or services (the “Transactions”) until the Purchased Amount has been delivered by or on behalf of Merchant to VCG. Merchant is selling a portion of a future revenue stream to VCG at a discount, not borrowing money from VCG, therefore there is no interest rate or payment schedule and no time period during which the Purchased Amount must be collected by VCG. The Remittance is a good faith estimate of (a) Purchased Percentage multiplied -by (b) the daily average revenues of Seller during the previous calendar month divided by (c) the number of business days in the calendar month. Merchant going bankrupt or going out of business, or experiencing a slowdown in business, or a delay in collecting its receivables, in and of itself, does not constitute a breach of this Agreement. VCG is entering this Agreement knowing the risks that Merchant’s business may slow down or fail, and VCG assumes these risks based on Merchant’s representations, warranties and covenants in this Agreement, which are designed to give VCG a reasonable and fair opportunity to receive the benefit of its bargain. Merchant and Guarantor are only guaranteeing their performance of the terms of this Revenue Purchase Agreement, and are not guaranteeing the payment of the Purchased Amount. The initial Remittance shall be as described above. The Remittance is subject to adjustment as set forth in Paragraph 1.4. VCG will debit the Remittance each business day from only one depositing bank account, which account must be acceptable to, and pre-approved by, VCG (the “Ac- count”) into which Merchant and Merchant’s customers shall remit the Receipts from each Transaction, until such time as VCG receives payment in full of the Purchased Amount. Merchant hereby authorizes VCG to ACH debit the Agreed Remittance from the Account on the agreed upon Payment Frequency; a daily basis means any day that is not a United States banking holiday. VCG’s payment of the Purchase Price shall be deemed the acceptance and performance by VCG of this Agreement. Merchant understands that it is responsible for ensuring that the Agreed Remittance to be debited by VCG remains in the Account and will be held responsible for any fees incurred by VCG resulting from a rejected ACH attempt or an Event of Default. VCG is not responsible for any overdrafts or rejected transactions that may result from VCG’s ACH debiting the Agreed Remittance under the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement be- tween VCG and Merchant, upon the occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT TERMS AND CONDITIONS the Purchased Percentage shall equal 100%. A list of all fees applicable under this Agreement is contained in Appendix A. THE MERCHANT AGREEMENT “TERMS AND CONDITIONS”, THE “SECURITY AGREEMENT AND GUARANTY” AND THE “ADMINISTRATIVE FORM HEREOF, ARE ALL HEREBY INCORPORATED IN AND MADE A PART OF THIS MERCHANT AGREEMENT. FOR THE MERCHANT (#1) By: LAWRENCE DAVID GARCIA (Print Name) (Title) (Signature) FOR THE MERCHANT (#2) By: (Print Name) (Title) BY THE OWNER (#1) By: LAWRENCE DAVID GARCIA (Print Name) (Title) BY THE OWNER (#2) By: (Print Name) 1 (Title) (Signature)
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 MER_CH_A_NT_AGR_EE_M_E_N_T_TERMS A_ND CO_NDITIONS 1 TERMS OF ENROLLMENT INPROGRAM 1.1 Merchant Deposit Agreement and Processor. Merchant shall (A) execute an agreement acceptable to VCG with a Bank acceptable to VCG to obtain electronic fund transfer services for the Account, and (B) if applicable, execute an agreement acceptable to VCG with a credit and debit card processor (the “Processor”) instructing the Processor to deposit all Receipts into the Account. Merchant shall provide VCG and/or its au-thorized agent(s) with all of the information, authorizations and passwords necessary for verifying Merchant’s receivables, receipts, deposits and withdrawals into and from the Account. Merchant hereby authorizes VCG and/or its agent(s) to withdraw from the Account via ACH debit the amounts owed to VCG for the receipts as specified herein and to pay such amounts to VCG. These authorizations apply not only to the approved Account but also to any subsequent or alternate account used by the Merchant for these deposits, whether pre- approved by VCG or not. This addi-tional authorization is not a waiver of VCG’s entitlement to declare this Agreement breached by Merchant as a result of its u sage of an account which VCG did not first pre-approve in writing prior to Merchant’s usage thereof. The aforementioned authorizations shall be irrevocable without the written consent of VCG. 1.2 Term of Agreement. This Agreement shall remain in full force and effect until the entire Purchased Amount and any other amounts due are received by VCG as per the terms of this Agreement. 1.3 Future Purchase of Increments. Subject to the terms of this Agreement, VCG offers to purchase additional Receipts in the “Increments” stated in on Page 1 of this Agreement, if any. VCG reserves the right to delay or rescind the offer to purchase any Increment or any additional Re ceipts, in its sole and absolute discretion. 1.4 Adjustments to the Remittance. If an Event of Default has not occurred, every two (2) calendar weeks after the funding of the Purchase Price to Merchant, Merchant may give notice to VCG to request a decrease in the Remittance. The amount shall be decreased if the amount received by VCG was more than the Purchased Percentage of all revenue of Merchant since the date of this Revenue Purchase Agreement. The Remittance shall be modified to more closely reflect the Merchant’s actual receipts by multiplying the Merchant’s actual receipts by the Purchased Percentage divided by the number of business days in the previous (2) calendar weeks. Seller shall provide VCG with viewing access to their bank account as well as all information reasonably requested by VCG to properly calculate the Merchant’s Remittance. At the end of the two (2) calendar weeks the Merchant may request another adjustment pursuant to this paragraph or it is agreed that the Merchant’s Remittance shall return to the Remittance as agreed upon on Page 1 of this Agreement. 1.5 Financial Condition. Merchant and Guarantor(s) (as hereinafter defined and limited) authorize VCG and its agents to investigate their finan-cial responsibility and history, and will provide to VCG any authorizations, bank or financial statements, tax returns, etc., as VCG deems necessary in its sole and absolute discretion prior to or at any time after execution of this Agreement. A photocopy of this authorization will be deemed as ac-ceptable as an authorization for release of financial and credit information. VCG is authorized to update such information and financial and credit profiles from time to time as it deems appropriate. 1.6 Transactional History. Merchant authorizes all of its banks, brokers and processor to provide VCG with Merchant’s banking, brokerage and/ or processing history to determine qualification or continuation in this program and for collections purposes. Merchant shall provide VCG with copies of any documents related to Merchant’s card processing activity or financial and banking affairs within five days after a request from VCG. 1.7 Indemnification. Merchant and Guarantor(s) jointly and severally indemnify and hold harmless Processor, its officers, directors and shareholders against all losses, damages, claims, liabilities and expenses (including reasonable attorney’s fees) incurred by Processor resulting from (a) claims asserted by VCG for monies owed to VCG from Merchant and (b) actions taken by Processor in reliance upon any fraudulent, misleading or decep-tive information or instructions provided by VCG. 1.8 No Liability. In no event will VCG be liable for any claims asserted by Merchant or Guarantors 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 both Merchant and Guarantor(s). In the event these claims are nonetheless raised, Merchant and Guarantors will be jointly liable for all of VCG’s at-torney’s fees and expenses resulting therefrom. 1.9 Reliance on Terms. Section 1.1, 1.6, 1.7, 1.8 and 2.5 of this Agreement are agreed to for the benefit of Merchant, VCG, Processor, and Mer-chant’s bank and notwithstanding the fact that Processor and the bank is not a party of this Agreement, Processor and the bank may rely upon their terms and raise them as a defense in any action. 1.10 Sale of Receipts. Merchant and VCG agree that the Purchase Price under this Agreement is in exchange for the Purchased Amount, and that such Purchase Price is not intended to be, nor shall it be construed as a loan from VCG to Merchant. Merchant agrees that the Purchase Price is in exchange for the Receipts pursuant to this Agreement, and that it equals the fair market value of such Receipts. VCG has purchased and shall own all the Receipts described in this Agreement up to the full Purchased Amount as the Receipts are created. Payments made to VCG in respect to the full amount of the Receipts shall be conditioned upon Merchant’s sale of products and services, and the payment therefore by Merchant’s customers. In no event shall the aggregate of all amounts or any portion thereof be deemed as interest hereunder, and in the event it is found to be interest despite the parties hereto specifically representing that it is NOT interest, it shall be found that no sum charged or collected hereunder shall exceed the highest rate permissible at law. In the event that a court nonetheless determines that VCG has charged or received interest hereunder in excess of the highest applicable rate, the rate in effect hereunder shall automatically be reduced to the maximum rate permitted by applicable law and VCG shall promptly refund to Merchant any interest received by VCG in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that VCG not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant under applicable law. As a result thereof, Merchant knowingly and willingly waives the defense of Usury in any action or proceeding. 1.11 Power of Attorney. Merchant irrevocably appoints VCG 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 VCG from Processor, or in the case of a violation by Merchant of Section 1or the oc- currence of an Event of Default under Section 3 hereof, 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; (iii) to receive, endorse and collect any checks, notes, drafts, instruments, docu- ments or chattel paper in connection with clause (i) or clause (ii) above; (iv) to sign Merchant’s name on any invoice, bill of lading, or assignment di- recting customers or account debtors to make payment directly to VCG; and (v) to contact Merchant’s banks and financial institutions us- ing Merchant and Guarantor(s) personal information to verify the existence of an account and obtain account balances (vi) to file any claims or take any action or institute any proceeding which VCG may deem necessary for the collection of any of the unpaid Purchased Amount from the Collateral or otherwise to enforce its rights with respect to payment of the Purchased Amount. 1.12 Protections against Default. The following Protections 1 through 8 may be invoked by VCG immediately and without notice to Merchant in the event: (a) Merchant takes any action to discourage the use of electronic check processing that are settled through Processor, or permits any event to occur that could have an adverse effect on the use, acceptance, or authorization of checks or other payments or deposits for the purchase of Merchant’s services and products including but not limited to direct deposit of any checks into a bank account without scanning into the VCG electronic check processor; (b) Merchant changes its arrangements with Processor or the Bank in any way that is adverse or unacceptable to VCG; (c) Merchant changes the electronic check processor through which the Receipts are settled from Processor to another electronic check processor, or permits any event to occur that could cause diversion of any of Merchant’s check or deposit transactions to another processor; (d) Merchant inten-tionally interrupts the operation of this business transfers, moves, sells, disposes, or otherwise conveys its business and/or assets 2 Initials
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 (i) the express prior written consent of VCG, and (ii) the written agreement of any VCG or transferee to the assumption of all of Merchant’s obliga-tions under this Agreement pursuant to documentation satisfactory to VCG; (e) Merchant takes any action, fails to take any action, or offers any in-centive— economic or otherwise—the result of which will be to induce any customer or customers to pay for Merchant’s services with any means other than payments, checks or deposits that are settled through Processor; or (f) Merchant fails to provide VCG with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from VCG. These protections are in addition to any other remedies available to VCG at law, in equity or otherwise pursuant to this Agreement. Protection 1. The full uncollected Purchased Amount plus all fees (including reasonable attorney’s fees) due under this Agreement and the attached Security Agreement become due and payable in full immediately. Protection 2. VCG may enforce the provisions of the Limited Personal Guaranty of Performance against the Guarantor(s). Protection 3. Merchant hereby authorizes VCG to execute in the name of the Merchant a Confession of Judgment in favor of VCG in the amount of Purchased Amount stated in the Agreement. Upon an Event of Default, VCG may enter that Confession of Judgment as a Judgment with the Clerk of any Court and execute thereon. Protection 4. VCG may enforce its security interest in the Collateral. Protection 5. The entire Purchased Amount and all fee (including reasonable attorney’s fees) shall become immediately payable to VCG from Merchant. Protection 6. VCG may proceed to protect and enforce its right and remedies by lawsuit. In any such lawsuit, if VCG recovers a Judgment against Merchant, Merchant shall be liable for all of VCG’s costs of the lawsuit, including but not limited to all reasonable attorneys’ fees and court costs. Protection 7. This Agreement shall be deemed Merchant’s Assignment of Merchant’s Lease of Merchant’s business premises to VCG. Upon breach of any provision in this Agreement, VCG may exercise its rights under this Assignment of Lease without prior Notice to Merchant. Protection 8. VCG may debit Merchant’s depository accounts wherever situated by means of ACH debit or facsimile signature on a computer-generated check drawn on Merchant’s bank account or otherwise for all sums due to VCG. 1.13 Protection of Information. Merchant and each person signing this Agreement on behalf of Merchant and/or as Owner or Guarantor, in respect of himself or herself personally, authorizes VCG to disclose information concerning Merchant’s and each Owner’s and each Guarantor’s credit stand-ing (including credit bureau reports that VCG obtains) and business conduct only to agents, affiliates, subsidiaries, and credit reporting bureaus. Merchant and each Owner and each Guarantor hereby and each waives to the maximum extent permitted by law any claim for damages against VCG or any of its affiliates relating to any (i)investigation undertaken by or on behalf of VCG as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. 1.14 Confidentiality. Merchant understands and agrees that the terms and conditions of the products and services offered by VCG, including this Agreement and any other VCG documents (collectively, “Confidential Information”) are proprietary and confidential information of VCG. Ac-cordingly, unless disclosure is required by law or court order, Merchant shall not disclose Confidential Information of VCG to any person other than an attorney, accountant, financial advisor or employee of Merchant who needs to know such information for the purpose of advising Merchant (“Advisor”), provided such Advisor uses such information solely for the purpose of advising Merchant and first agrees in writing to be bound by the terms of this section. A breach hereof entitles VCG to not only damages and reasonable attorney’s fees but also to both a Temporary Restraining Order and a Preliminary Injunction without Bond or Security. 1.15 Publicity. Merchant and each of Merchant’s Owners and all Guarantors hereto all hereby authorizes VCG to use its, his or her name in listings of clients and in advertising and marketing materials. 1.16 D/B/A’s. Merchant hereby acknowledges and agrees that VCG may be using “doing business as” or “d/b/a” names in connection with vari-ous matters relating to the transaction between VCG and Merchant, including the filing of UCC-1 financing statements and other notices or filings. 2 REPRESENTATIONS, WARRANTIES ANDCOVENANTS Merchant represents warrants and covenants that, as of this date and during the term of this Agreement: 2.1Financial Condition and Financial Information. Merchant’s and Guarantors’ bank and financial statements, copies of which have been furnished to VCG, and future statements which will be furnished hereafter at the discretion of VCG, fairly represent the financial condition of Merchant at such dates, and since those dates there has been no material adverse changes, financial or otherwise, in such condition, operation or ownership of Mer- chant. Merchant and Guarantors have a continuing, affirmative obligation to advise VCG of any material adverse change in their financial condition, operation or ownership. VCG may request statements at any time during the performance of this Agreement and the Merchant and Guarantors shall provide them to VCG within five business days after request from VCG. Merchant’s or Guarantors’ failure to do so is a material breach of this Agreement. 2.2 Governmental Approvals. Merchant 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 and/or will engage in hereafter. 2.3 Authorization. Merchant, and the person(s) signing this Agreement on behalf of Merchant, have full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized. 2.4 Use of Funds. Merchant agrees that it shall use the Purchase Price for business purposes and not for personal, family, or household purposes. 2.5 Electronic Check Processing Agreement. Merchant will not change its Processor, add terminals, change its financial institution or bank account(s)or take any other action that could have any adverse effect upon Merchant’s obligations under this Agreement, without VCG’s prior written consent. Any such changes shall be a material breach of this Agreement. 2.6 Change of Name or Location. Merchant will not conduct Merchant’s businesses under any name other than as disclosed to the Processor and VCG, nor shall Merchant change any of its places of business without prior written consent by VCG. 2.7 Daily Batch Out. Merchant will batch out receipts with the Processor on a daily basis if applicable. 2.8 Estoppel Certificate. Merchant will at every and all times, and from time to time, upon at least one (1) day’s prior notice from VCG to Merchant, execute, acknowledge and deliver to VCG and/or to any other person, firm or corporation specified by VCG, 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 Purchased Amount or any portion thereof has been repaid. 2.9 No Bankruptcy. As of the date of this Agreement, Merchant is not insolvent and does not contemplate filing for bankruptcy in the next six months and has not consulted with a bankruptcy attorney or 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 Merchant. 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. 2.10 Unencumbered Receipts. Merchant has good, complete, unencumbered and marketable title to all Receipts, 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 the transactions contemplated with, or adverse to the interests of VCG. 2.11 Business Purpose. Merchant is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family or household purposes. 2.12 Defaults under Other Contracts. Merchant’s execution of, and/or performance under this Agreement, will not cause or create an event of default by Merchant under any contract with another person or entity. 2.13 Good Faith. Merchant and Guarantors hereby affirm that Merchant is receiving the Purchase Price and selling VCG the Purchased Amount in good faith and will use the Purchase Price funds to maintain and grow Merchant’s business. 3 Initials
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 3 EVENTS OF DEFAULT ANDREMEDIES 3.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder: Merchant or Guarantor shall violate any term or covenant in this Agreement; Any representation or warranty by Merchant in this Agreement shall prove to have been incorrect, false or misleading in any material respect when made; (c) the sending of notice of termination by Merchant or verbally notifying VCG of its intent to breach this Agreement; the Merchant fails to give VCG 24 hours advance notice that there will be insufficient funds in the account such that the ACH of the Remittance amount will not be honored by Merchant’s bank, and the Merchant fails to supply all requested documentation and allow for daily and/or real time monitoring of its bank account; Merchant shall transfer or sell all or substantially all of its assets; Merchant shall make or send notice of any intended bulk sale or transfer by Merchant; Merchant shall use multiple depository accounts without the prior written consent of VCG Merchant shall change its depositing account without the prior written consent of VCG; or Merchant shall close its depositing account used for ACH debits without the prior written consent of VCG Merchant’s bank returns a code other than NSF cutting VCG from its collections Merchant has 5 bounced payments or stops payments to VCG Merchant shall default under any of the terms, covenants and conditions of any other agreement with VCG. 3.2 Limited Personal Guaranty In the Event of a Default, VCG will enforce its rights against the Guarantors of this transaction. Said Guarantors will be jointly and severally liable to VCG for all of VCG’s losses and damages, in additional to all costs and expenses and legal fees associated with such enforcement. 3.3 Remedies. In case any Event of Default occurs and is not waived pursuant to Section 4.4. hereof, VCG 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 Merchant’s obligations hereunder (including the Guaranty) or any other legal or equitable right or remedy. All rights, powers and remedies of VCG in connection with this Agreement may be exercised at any time by VCG after the occurrence of an Event of Default, are cumulative and not exclusive, and shall be in addition to any other rights, powers or remedies provided by law or equity. 3.4 Costs. Merchant shall pay to VCG all reasonable costs associated with (a) an Event or Default, (b) breach by Merchant of the Covenants in this Agreement and the enforcement thereof, and(c) the enforcement of VCG‘s remedies set forth in this Agreement, including but not limited to court costs and attorney’s fees. 3.5 Required Notifications. Merchant is required to give VCG written notice within 24 hours of any filing under Title ll of the United States Code. Merchant is required to give VCG seven days’ written notice prior to the closing of any sale of all or substantially all of the Merchant’s assets or stock. 4 MISCELLANEOUS 4.1 Modifications; Agreements. No modification, amendment, waiver or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by VCG. 4.2 Assignment. VCG may assign, transfer or sell its rights to receive the Purchased Amount or delegate its duties hereunder, either in whole or in part. 4.3 Notices. All notices, requests, consents, demands and other communications hereunder shall be delivered by certified mail, return receipt re-quested, to the respective parties to this Agreement at the addresses set forth in this Agreement. Notices to VCG shall become effective only upon receipt by VCG. Notices to Merchant shall become effective three days after mailing. 4.4 Waiver Remedies. No failure on the part of VCG to exercise, and no delay in exercising any right under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. 4.5 Binding Effect; Governing Law, Venue and Jurisdiction. This Agreement shall be binding upon and inure to the benefit of Merchant, VCG and their respective successors and assigns, except that Merchant shall not have the right to assign its rights hereunder or any interest herein without the prior written consent of VCG which consent may be withheld in VCG’s sole discretion. VCG reserves the rights to assign this Agreement with or without prior written notice to Merchant. This Agreement shall be governed by and construed in accordance with the laws of the state of New York, without regards to any applicable principals of conflicts of law. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereof, shall, if VCG so elects, be instituted in any court sitting in New York, (the “Acceptable Forums”). Merchant agrees that the Acceptable Forums are convenient to it, and submits to the jurisdiction of the Acceptable Forums and waives any and all objections to jurisdiction or venue. Should such proceeding be initiated in any other forum, Merchant waives any right to oppose any motion or application made by VCG to transfer such proceeding to an Acceptable Forum. Merchant agrees that VCG may serve Merchant with process via certified mail by depositing into a United States Postal Service depositary, a properly postage envelope addressed to Merchant at its address listed herein (or such other address that Merchant specifically requests in writing that VCG substitute in place of the address listed herein). 4.6 Survival of Representation, etc. All representations, warranties and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated. 4.7 Interpretation. All Parties hereto have reviewed this Agreement with attorney of their own choosing and have relied only on their own attorneys’ guidance and advice. No construction determinations shall be made against either Party hereto as drafter. 4.8 Severability. In case any of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of any other provision contained herein shall not in any way be affected or impaired. 4.9 Entire Agreement. Any provision hereof prohibited by law shall be ineffective only to the extent of such prohibition without invalidating the remaining provisions hereof. This Agreement and the Security Agreement and Guaranty hereto embody the entire agreement between Merchant and VCG and supersede all prior agreements and understandings relating to the subject matter hereof. 4.10 JURY TRIAL WAIVER. THE PARTIES HERETO WAIVE TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING INCONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OR THEENFORCEMENT HEREOF. THE PARTIES HERETO ACKNOWLEDGE THAT EACH MAKES THIS WAIVER KNOWINGLY, WILLINGLY AND VOLUNTARILY AND WITHOUT DURESS, AND ONLY AFTER EXTENSIVE CONSIDERATION OF THE RAMIFICATIONS OF THIS WAIVER WITH THEIR ATTORNEYS. 4.11 CLASS ACTION WAIVER. THE PARTIES HERETO WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW AS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (l) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOT WITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND ( 2) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION. IMAGE OMITTED 4.12 Facsimile & Digital Acceptance. Facsimile signatures and digital signatures hereon shall be deemed acceptable for all purposes. Initials_4
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 SECURITY AGREEMENT AND GUARANTY Merchant’s Legal Name: AMERIGUARD SECURITY SERVICES, INC. DBA: AMERIGUARD SECURITY SERVICES Federal Tax ID: 73-1671817 Physical Address: 5470 WEST SPRUCE AVENUE #102 City: FRESNO State: CA Zip: 93657 Additional Guarantor(s): AMERIGUARD SEC SYSTEMS INC. & AMERIGUARD SECURITY SERVICES, INC. & AMERIGUARDSECURITY.COM & 6487 N BENDEL AVE FRESNO, CA 93722 FRESNO COUNTY AND Secondary Contact Full Address: , , , SECURITY AGREEMENT Security Interest. This Agreement will constitute a security agreement under the Uniform Commercial Code. Merchant and Guarantor(s) grants to VCG a security interest in and lien upon: (a) all accounts, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are each defined in Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by Merchant and/or Guarantor(s), (b) all proceeds, as that term is defined in Article 9 of the UCC (c) all funds at any time in the Merchant’s and/or Guarantor(s) Account, regardless of the source of such funds, (d) present and future Electronic Check Transactions, and (e) any amount which may be due to VCG under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the “Secured Assets”). Merchant agrees to provide other security to VCG upon request to secure Merchant’s obligations under this Agreement. Merchant agrees that, if at any time there are insufficient funds in Merchant’s Account to cover VCG’s entitlements under this Agreement, VCG is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and such assets shall then become Secured Assets. These security interests and liens will secure all of VCG’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, VCG or an affiliate of VCG. VCG is authorized to file any and all notices or filings it deems necessary or appropriate to enforce its entitlements hereunder. This security interest may be exercised by VCG without notice or demand of any kind by making an immediate withdrawal or freezing the Secured Assets. VCG shall have the right to notify account debtors at any time. Pursuant to Article 9 of the Uniform Commercial Code, as amended from time to time, VCG has control over and may direct the disposition of the Secured Assets, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, VCG will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from VCG written consent prior to granting a security interest of any kind in the Secured Assets to a third party. Merchant and Guarantor (s) agree(s) that this is a contract of recoupment and VCG is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, Merchant and Guarantor(s) agree(s) not to contest or object to any motion for relief from the automatic stay filed by VCG. Merchant and Guarantor(s) agree(s) to execute and deliver to VCG such instruments and documents VCG may reasonably request to perfect and confirm the lien, security interest and right of set off set forth in this Agreement. VCG is authorized to execute all such instruments and documents in Merchant’s and Guarantor(s) name. Merchant and Guarantor(s) each acknowledge and agree that any security interest granted to VCG under any other agreement between Merchant or Guarantor(s) and VCG (the “Cross-Collateral”) will secure the obligations here under and under the Merchant Agreement. Merchant and Guarantor(s) each agrees to execute any documents or take any action in connection with this Agreement as VCG deems necessary to perfect or maintain VCG’s first priority security interest in the Collateral and the Additional Collateral, including the execution of any account control agreements. Merchant and Guarantor(s) each hereby authorizes VCG to file any financing statements deemed necessary by VCG to perfect or maintain VCG’s security interest. Merchant and Guarantor(s) shall be liable for, and VCG may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by VCG in protecting, preserving and enforcing VCG’s security interest and rights. Negative Pledge. Merchant and Guarantor(s) each 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 Additional Collateral, as applicable. Consent to Enter Premises and Assign Lease. VCG shall have the right to cure Merchant’s default in the payment of rent on the following terms. In the event Merchant is served with papers in an action against Merchant for nonpayment of rent or for summary eviction, VCG may execute its rights and remedies under the Assignment of Lease. Merchant also agrees that VCG may enter into an agreement with Merchant’s landlord giving VCG the right: (a) to enter Merchant’s premises and to take possession of the fixtures and equipment therein for the purpose of protecting and preserving same; and/or (b) to assign Merchant’s lease to another qualified business capable of operating a business comparable to Merchant’s at such premises. Remedies. Upon any Event of Default, VCG may pursue any remedy available at law (including those available under the provisions of the UCC), or in equity to collect, enforce, or satisfy any obligations then owing to VCG, whether by acceleration or otherwise. 5 Initials
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 GUARANTY OF PERFORMANCE THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE “MERCHANT AGREEMENT”, INCLUDING THE “TERMS AND CONDITIONS”, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS SECURITY AGREEMENT AND GUARANTY. CAPITALIZED TERMS NOT DEFINED IN THIS SECURITY AGREEMENT AND GUARANTY, SHALL HAVE THE MEANING SET FORTH IN THE MERCHANT AGREEMENT, INCLUDING THE TERMS ANDCONDITIONS. VCG As an additional inducement for VCG to enter into this Agreement, the undersigned Guarantor(s) hereby provides VCG with this Guaranty. Guarantor(s) will not be personally liable for any amount due under this Agreement unless Merchant commits an Event of Default pursuant to Paragraph 3.1 of this Agreement. Each Guarantor shall be jointly and severally liable for all amounts owed to VCG in the Event of Default. Guarantor(s) guarantee Merchant’s good faith, truthfulness and performance of all of the representations, warranties, covenants made by Merchant in this Agreement as each may be renewed, amended, extended or otherwise modified (the “Guaranteed Obligations”). Guarantor’s obligations are due at the time of any breach by Merchant of any representation, warranty, or covenant made by Merchant in the Agreement. Guarantor Waivers. In the event of a breach of the above, VCG may seek recovery from Guarantors for all of VCG’s losses and damages by enforcement of VCG’s rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral or Additional Collateral VCG may hold pursuant to this Agreement or any other guaranty. VCG does not have to notify Guarantor of any of the following events and Guarantor will not be released from its obligations under this Agreement if it is not notified of: (i) Merchant’s failure to pay timely any amount required under the Merchant Agreement; (ii) any adverse change in Merchant’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; (iv) VCG’s acceptance of this Agreement; and (v) any renewal, extension or other modification of the Merchant Agreement or Merchant’s other obligations to VCG. In addition, VCG may take any of the following actions without releasing Guarantor from any of its obligations under this Agreement: (i) renew, extend or otherwise modify the Merchant Agreement or Merchant’s other obligations to VCG; (ii) release Merchant from its obligations to VCG; (iii) sell, release, impair, waive or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guaranty of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under this Agreement. Until the Purchased Amount and Merchant’s other obligations to VCG under the Merchant Agreement and this Agreement are paid in full, Guarantor shall not seek reimbursement from Merchant or any other guarantor for any amounts paid by it under this Agreement. Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against Merchant, any other guarantor, or any collateral provided by Merchant or any other guarantor, for any amounts paid by it, or acts performed by it, under this Agreement: (i) subordination; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that VCG must return any amount paid by Merchant or any other guarantor of the Guaranteed Obligations because that person has become subject to a proceeding under the United States Bankruptcy Code or any similar law, Guarantor’s obligations under this Agreement shall include that amount. Guarantor Acknowledgement. The terms of section 4.5 in the Agreement shall also apply to Guarantor. VCG may serve Guarantor with process via certified mail be depositing into a United States Postal Service depositary, a properly postage envelope addressed to Guarantor at his or her last know address (or such other address that Guarantor specifically requests in writing that VCG utilize for this purpose). Guarantor acknowledges that: (i) He/She is bound by the Class Action Waiver provision in the Merchant Agreement Terms and Conditions; (ii) He/She understands the seriousness of the provisions of this Agreement; (ii) He/She has had a full opportunity to consult with counsel of his/her choice; and (iii) He/She has consulted with counsel of its choice or has decided not to avail himself/herself of that opportunity. FOR THE MERCHANT (#1) By: LAWRENCE DAVID GARCIA -23-1827 Driver’s License Number A3150865 (Print Name) (SSN#) FOR THE MERCHANT (#2) By: Driver’s License Number (Print Name) (Signature) (SSN#) BY OWNER (#1) By:LAWRENCE DAVID GARCIA -23-1827 (Print Name) (SSN#) Driver’s License Number A3150865 BY OWNER (#2) By: Driver’s License Number (Print Name) (Signature) (SSN#) FOR THE GURANTOR(S) By: LAWRENCE DAVID GARCIA -23-1827 Driver’s License Number A3150865 (Print Name) (SSN#) FOR THE GURANTOR(S) By: Driver’s License Number (Print Name) (Signature) (SSN#) 6
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 APPENDIX A - THE FEE STRUCTURE: A. Underwriting Fee $8,250.00 to cover underwriting and related expenses. B. Origination Fee $8,250.00 to cover cost of Origination and ACH Setup. Stacking Fee $7,500.00 (Per MCA Stack- without prior notification to Velocity Capital Group) NSF Fee (Standard) $100.00 (each) UCC Filing Fee (Standard) $165.00 (each) Rejected ACH / Blocked ACH / Default Fee $10,000.00 or 10% of the funded amount, or 25% of the unpaid purchased amount, whichever is greater. When Merchant BLOCKS Account from our Debit ACH, or when Merchant directs the bank to reject our Debit ACH, which places them in default (per contract). When Merchant changes bank Account cutting us off from our collections. Bank Change Fee $50.00 When Merchant requires a change of Bank Account to be Debited, requiring us to adjust our system. Wire Fee - Each Merchant shall receive their funding electronically to their designated bank account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. FOR THE MERCHANT (#1) By: LAWRENCE DAVID GARCIA (Print Name) (Title) FOR THE MERCHANT (#2) By: (Print Name) (Signature) (Title) 7
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 AUTHORIZATION AGREEMENT FOR DIRECT DEPOSIT (ACH CREDIT) AND DIRECT PAYMENTS (ACH DEBITS) PAYMENTS WILL APPEAR ON YOUR BANK STATEMENTS AS “ Velocity Capital Group” and/or “VCG” DEFINITIONS: VCG: VELOCITY CAPITAL GROUP, LLC Seller: AMERIGUARD SECURITY SERVICES, INC. Tax ID: 73-1671817 (Merchant’s Legal Name) Merchant Agreement: Merchant Agreement between VCG and Seller, dated as of 12/18/2023. DESIGNATED CHECKING ACCOUNT: Bank Name: CITI BANK Branch: ABA: Routing: 321171184 DDA: Account: 205270226 Capitalized terms used in this Authorization Agreement without definition shall have the meanings set forth in the Merchant Agreement. By signing below, Seller attests that the Designated Checking Account was established for business purposes and not primarily for personal, family or household purposes. This Authorization Agreement for Direct Deposit (ACH Credit) and Direct Payments (ACH Debits) is part of (and incorporated by reference into) the Merchant Agreement. Seller should keep a copy of this important legal document for Seller’s records. DISBURSMENT OF ADVANCE PROCEEDS. By signing below, Seller authorizes VCG to disburse the Advance proceeds less the amount of any applicable fees upon Advance approval by initiating ACH credits to the Designated Checking Account, in the amounts and at the times specified in the Merchant Agreement. By signing below, Seller also authorizes VCG to collect amounts due from Seller under the Merchant Agreement by initiating ACH debits to the Designated Checking Account, as follows: In the amount of: $17,660.00 (Or) Percentage of each Banking Deposit: 20.00% On the Following Days: Monday If any payment date falls on a weekend or holiday, I understand and agree that the payment may be executed on the next business day. If a payment is rejected by Seller’s financial institution for any reason, including without limitation insufficient funds, Seller understands that VCG may, at its discretion, attempt to process the payment again as permitted under applicable ACH rules. Seller also authorizes VCG to initiate ACH entries to correct any erroneous payment transaction. MISCELLANEOUS. VCG is not responsible for any fees charged by Seller’s bank as the result of credits or debits initiated under this Authorization Agreement. The origination of ACH debits and credits to the Designated Checking Account must comply with applicable provisions of state and federal law, and the rules and operating guidelines of NACHA (formerly known as the National Automated Clearing House Association). This Authorization Agreement is to remain in full force and effect until VCG has received written notification from Seller at the address set forth be- low at least 5 banking days prior of its termination to afford VCG a reasonable opportunity to act on it. The individual signing below on behalf of Seller certifies that he/she is an authorized signer on the Designate Checking Account. Seller will not dispute any ACH transaction initiated pursuant to this Authorization Agreement, provided the transaction corresponds to the terms of this Authorization Agreement. Seller requests the financial institution that holds the Designated Checking Account to honor all ACH entries initiated in accordance with this Authorization Agreement. Seller: AMERIGUARD SECURITY SERVICES, INC. (Merchant’s Legal Name) Title: X (Signature) Print Name: LAWRENCE DAVID GARCIA 8
DocuSign Envelope ID: 7A6A1668-DE25-4DCF-B595-BB1783DC9903 Dear Merchant, Thank you for accepting an offer from Velocity Capital Group LLC. We are looking forward to building a relationship with your business that al lows you to reach and exceed your goals. Please note that prior to funding your account, our Underwriting department needs to see the most recent balance and activity information in real-time as a fraud countermeasure and in order to ensure the health of your business aligns with the terms of your offer. For your convenience, we have three secure options for you to choose from to complete this step. After being completed and executed, you can fax the agreement to 718-744-2858 Option 1) Please provide information required for read-only access* to your business account. Bank portal website: Username: Password: Security Question/Answer 1: Security Question/Answer2: Security Question/Answer3: Any other information necessary to access your account: Option 2) Provide an email address which will receive a secure 3rd party link, allowing you to log in on your own machine through industry standard Decision Logic. (https://www .decisionlogic.com/) Your valid email address (please ensure correct spelling and case sensitivity): Option 3) You may call into a secure line to complete this step with a live representative. Secure Verification Number: 833-VCG FUND * Read only access can be easily arranged by calling your Bank, allowing our underwriters to view account information without being able to transfer, debit or otherwise access funds. ISO on file: Oval Ventures, LLC ISO Rep on file: Carlos Brown Initials: 9
Exhibit 10.2
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 1 of 16 TVT CAP 4300 Biscayne Blvd, Ste 203, Miami, FL 33137 (561) 918-4726 [email protected] ver. 7/31/23 FLSTANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated 12/20/2023 by and between TVT CAP (“TVT”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: AMERIGUARD SECURITY SERVICES, INC. D/B/A/: AMERIGUARD SECURITY SERVICES Fed ID #: 99-0363866 Type of Entity: CORPORATION City: FRESNO Business Address: 5470 W SPRUCE SUITE 102 State: CA Zip: 93722 Contact Address: 5470 W SPRUCE SUITE 102 City: FRESNO State: CA Zip: 93722 E-mail Address: [email protected] Phone Number: 5592715984 Purchase Price This is the amount being paid to Merchant(s) for the Receivables Purchased Amount $ 800,000.00 (defined below). This amount may be paid in installments if there is an Addendum stating 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 $ 1,199,200.00 may be sold in installments if there is an Addendum stating that it will be sold in installments. Specified Percentage 14.87 % This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full. Net Funds Provided This is the net amount being paid to or on behalf of Merchant(s) after deduction of $ 736,000.00 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. 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 $ 736,000.00 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. Initial Estimated Payment $ 49,966.67 This is the initial amount of periodic payments collected from Merchant(s) as an per WEEK approximation of no more than the Specified Percentage of the Receivables and is subject to reconciliation as set forth in Section 4 below. I have read and agree to the terms and conditions set forth above: __________________________________________________________ 12/20/2023 Name and Title: LAWRENCE DAVID GARCIA OWNER Date: ______________
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 2 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT TERMS AND CONDITIONS 1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to TVT (making TVT 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 TVT. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by TVT, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of TVT and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for TVT and that each Merchant will hold Receivables in trust for TVT in its capacity as a fiduciary for TVT. The Receivables Purchased Amount shall be paid to TVT by each Merchant irrevocably authorizing only one depositing account acceptable to TVT (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 TVT receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes TVT to ACH debit in one or more ACH transactions the specified remittances and any applicable fees listed in Section 2 from the Account on a daily basis (unless a different frequency is provided for herein) as of the next business day after the date of this Agreement and will provide TVT 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). TVT is not responsible for any overdrafts or rejected transactions that may result from TVT’s ACH debiting the Specified Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount of the Receivables collected by TVT exceeds the amount of the Purchase Price, TVT will be permitted not to treat any amount collected under this Agreement as profit for taxation and accounting purposes. 2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to TVT for the following fees, where applicable: A. $ 64,000.00 - to cover underwriting, the ACH debit program, and expenses related to the procurement and initiation of the transactions encompassed by this Agreement. This will be deducted from payment of the Purchase Price. 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. NSF/Rejected ACH Fee - $50.00 for each time an ACH debit to the Account by TVT is returned or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives TVT notice no more than one business day in advance that the Account will have insufficient funds to be debited by TVT and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by TVT or may be collected in addition to any other payment collected by TVT under this Agreement. Default Fee - $2,500.00 - if an Event of Default has taken place under Section 30. UCC Fee - $195.00 – to cover TVT 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. $ 0.00 - compliance with applicable disclosure requirements. This will be deducted from payment of the Purchase Price. 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 TVT’s legal or contractual rights against each Merchant and/or each Guarantor, if required, as explained in other Sections of this Agreement. 3. Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, TVT may instead debit an “Estimated Payment” from the Account every WEEK . The Estimated Payment is intended to be an approximation of no more than the Specified Percentage. The initial amount of the Estimated Payment is $ 49,966.67 , subject to reconciliation as set forth in Section 4. Notwithstanding any provision herein to the contrary, TVT is permitted to debit the Account to make up for a previous Estimated Payment that was not debited because TVT was closed that day, to make up for any previous Estimated Payment that was not collected because the debit did not clear for any reason, to collect any amount due resulting from a reconciliation as set forth in Section 4, to collect any of the fees listed in Section 2, or to collect any amount due as a result of an Event of Default defined in Section 30. 4. Reconciliations. Any Merchant may contact TVT’s Reconciliation Department to request that TVT conduct a
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 3 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT reconciliation in order to ensure that the amount that TVT 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 TVT or by sending an e-mail to [email protected] stating that a reconciliation is being requested. In order to effectuate the reconciliation, any Merchant must produce with its request any and all statements covering the period from the date of this Agreement through the date of the request for a reconciliation and, if available, the login and password for the Account. TVT 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. TVT 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 TVT 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 TVT collected more than it was entitled to, then TVT will credit to the Account all amounts to which TVT was not entitled and, if there is an Estimated Payment, decrease the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. If a reconciliation determines that TVT collected less than it was entitled to, then TVT will debit from the Account all additional amounts to which TVT was entitled and, if there is an Estimated Payment, increase the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. Nothing herein limits the amount of times that a reconciliation may be requested or conducted. 5. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to TVT, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide TVT and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize TVT and/or its agent(s) to deduct the amounts owed to TVT for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to TVT by permitting TVT to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent TVT’s written consent until the Receivables Purchased Amount has been paid in full or the Merchant becomes bankrupt or goes out of business without any prior default under this Agreement. 6. Term of Agreement. The term of this Agreement is indefinite and shall continue until TVT receives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, and 51 shall survive any termination of this Agreement. 7. 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 TVT under this Agreement are being made in the ordinary course of each Merchant’s business. 8. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement) authorizes TVT and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to TVT any bank or financial statements, tax returns, and other documents and records, as TVT 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. TVT is authorized to update such information and financial profiles from time to time as it deems appropriate. 9. Monitoring, Recording, and Electronic Communications. TVT may choose to monitor and/or record telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between TVT and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for TVT 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. TVT 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 TVT permission to call or send a text message to any telephone number given to TVT in connection with this Agreement and to
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 4 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 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 TVT permission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that TVT 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 TVT has no liability for any such charges. 10. 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 TVT’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. TVT may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to TVT. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize TVT, its agents and representatives, and any credit-reporting agency engaged by TVT, 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 TVT under this Agreement or for TVT’s ability to determine any Merchant’s eligibility to enter into any future agreement with TVT. 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 TVT under the Fair Credit Reporting Act, authorizing TVT to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes TVT 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 TVT under the Fair Credit Reporting Act, authorizing TVT to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes TVT to obtain such information in accordance with a merchant cash advance application. 11. Transactional History. Each Merchant authorizes its bank to provide TVT with its banking and/or credit card processing history. 12. 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 TVT for monies owed to TVT from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by TVT. 13. No Liability. In no event will TVT 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. 14. Sale of Receivables. Each Merchant and TVT 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 TVT to any Merchant. TVT is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in TVT not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, 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. TVT 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 TVT 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. Each Merchant and each Guarantor acknowledges that TVT does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security, or a solicitation of an
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 5 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT offer to buy any security. 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. If a court or arbitrator determines that TVT has charged or received interest under this Agreement in excess of the highest rate permitted by applicable law, then the rate in effect under this Agreement will automatically be reduced to the maximum rate permitted by applicable law and TVT will promptly refund to Merchant(s) any amount received by TVT that would otherwise be considered interest in excess of the maximum lawful rate, with it being intended that Merchant(s) not pay or contract to pay and that TVT not receive or contract to receive, directly or indirectly in any manner whatsoever, interest in excess of that which may be paid by Merchant(s) or received by TVT under applicable law. 15. Power of Attorney. Each Merchant irrevocably appoints TVT 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 TVT for the benefit of each Merchant and only in order to prevent the occurrence of an Event of Default (as described in Section 30). If an Event of Default takes place under Section 30, then each Merchant irrevocably appoints TVT 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 TVT from each Merchant, including without limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i); (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to TVT; and (iv) to file any claims or take any action or institute any proceeding which TVT 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. 16. Protections Against Default. The following Protections 1 through 6 may be invoked by TVT, immediately and without notice to any Merchant if any Event of Default listed in Section 30 has occurred. 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. TVT may enforce the provisions of the Guarantee against Guarantor. Protection 3. TVT may enforce its security interest in the Collateral identified in Section 29. Protection 4. TVT may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. TVT 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 6. TVT 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 and account debtor(s) of the sale of Receivables hereunder and to direct such credit card processor and account debtor(s) to make payment to TVT of all or any portion of the amounts received by such credit card processor and account debtor(s) on behalf of each Merchant. Each Merchant hereby grants to TVT an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints TVT 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 and account debtor(s) to make payment to TVT as contemplated by this Section. 17. 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 TVT 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 TVT or any of its affiliates relating to any (i) investigation undertaken by or on behalf of TVT as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. 18. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by TVT, including this Agreement and any other TVT documents (collectively, “Confidential Information”) are proprietary and confidential information of TVT. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of TVT 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 18.
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 6 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 19. D/B/As. Each Merchant hereby acknowledges and agrees that TVT may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between TVT and each Merchant, including the filing of UCC-1 financing statements and other notices or filings. 20. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements, copies of which have been furnished to TVT, and future statements which will be furnished hereafter at the request of TVT, 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 TVT of any material adverse change in its financial condition, operation, or ownership that may have an effect on any Merchant’s ability to generate Receivables or perform its obligations under this Agreement. 21. 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. 22. 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. 23. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without TVT’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. 24. 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 TVT or change any place(s) of its business without giving prior written notice to TVT. 25. 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. 26. 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 TVT, other than any for which TVT has actual or constructive knowledge or inquiry notice as of the date of this Agreement. 27. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than TVT 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 TVT. 28. 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. 29. Security Interest. To secure each Merchant’s performance obligations to TVT under this Agreement and any future agreement with TVT, each Merchant hereby grants to TVT 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, 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
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 7 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT and agree that any security interest granted to TVT under any other agreement between any Merchant or Guarantor and TVT (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 TVT deems necessary to perfect or maintain TVT’s first priority security interest in the Collateral and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes TVT to file any financing statements deemed necessary by TVT to perfect or maintain TVT’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to TVT with respect to the Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering with TVT’s rights. Each Merchant shall be liable for and TVT may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by TVT in protecting, preserving, and enforcing TVT’s security interest and rights. Each Merchant further acknowledges that TVT may use another legal name and/or D/B/A or an agent when designating the Secured Party when TVT files the above-referenced financing statement(s). 30. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur: Any representation or warranty by any Merchant to TVT proves to have been made intentionally false or misleading in any material respect when made; Any Merchant causes any ACH debit to the Account by TVT to be blocked or stopped without providing any advance written notice to TVT with an alternative method for TVT to collect the blocked or stopped payment, which notice may be given by e-mail to [email protected]; Any Merchant intentionally prevents TVT from collecting any part of the Receivables Purchased Amount; or Any Merchant causes any ACH debit to the Account by any person or entity other than TVT 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 TVT 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 [email protected]. 31. Remedies. In case any Event of Default occurs and is not waived, TVT 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 TVT in connection with this Agreement, including each Protection listed in Section 16, may be exercised at any time by TVT 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, TVT may elect that Merchant(s) be required to pay to TVT 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses incurred by TVT in connection with recovering the unpaid balance of the Receivables Purchased Amount (“Reasonable Expenses”), and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a reasonable relationship to TVT’s actual expenses incurred in connection with recovering the unpaid balance of the Receivables Purchased Amount. 32. 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 TVT, which consent may be withheld in TVT’s sole discretion. TVT 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 29 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 TVT, 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 TVT) 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 TVT and such assignee (the “Assignment Agreement”), have the rights and obligations of TVT 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, TVT’s rights under Section 16 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
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 8 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT assignment, TVT may disclose all information that TVT has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon TVT’s request. 33. 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 and each Guarantor must set its spam or junk mail filter to accept e-mails sent by [email protected] and its domain. This Section is not applicable to service of process or notices in any legal proceedings. 34. Choice of Law. Each Merchant acknowledges and agrees that this Agreement was made in the State of Florida, that the Purchase Price is being paid by TVT in the State of Florida, that the Receivables Purchased Amount is being delivered to TVT in the State of Florida, and that the State of Florida has a reasonable relationship to the transactions encompassed by this Agreement. This Agreement, any dispute or claim relating hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between TVT and each Merchant, and the relationship between TVT and each Guarantor will be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of conflict of laws. Each Merchant agrees that the provisions of Chapter 22.1 of Title 6.2 of the Virginia Code are not applicable to this Agreement unless a merchant has a principal place of business located in the Commonwealth of Virginia and there is no applicable exemption to the statute. Each Merchant agrees that the provisions of Division 9.5 of the California Financial Code are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of California or if there is any applicable exemption to the statute. Each Merchant agrees that the provisions of Chapter 27 of Title 7 of the Utah Code are not applicable to this Agreement if the transactions contemplated by this Agreement are not consummated in the State of Utah. Each Merchant agrees that the provisions of Part XIII of chapter 559, Florida Statutes are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of Florida or if there is any applicable exemption to the statute. Each Merchant agrees that the provisions of Article 8 of the New York Financial Services Law and Part 600, Title 23 of the New York Codes, Rules and Regulations are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of New York or if there is any applicable exemption to the statute. 35. Venue and Forum Selection. Any litigation, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving TVT on one side and any Merchant or any Guarantor on the other must be commenced and maintained in any court located in the Counties of Broward or Miami-Dade in the State of Florida (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. Notwithstanding any provision in this Agreement to the contrary, in addition to the Acceptable Forums, any application to obtain injunctive relief in aid of arbitration or to confirm an arbitration award for an arbitration held in the State of New York may be made in the Supreme Court of New York for Nassau County or New York County or the Civil Court of the City of New York for New York County and any litigation against any Merchant or Guarantor 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. Notwithstanding any provision in this Agreement to the contrary, each Merchant and each Guarantor waives the right to remove to federal court any litigation commenced against it by TVT in a state court. 36. Jury Waiver. The parties agree to waive trial by jury in any dispute between them. 37. Counterclaim Waiver. In any litigation or arbitration commenced by TVT, each Merchant and each Guarantor will not be permitted to interpose any counterclaim. 38. Costs and Legal Fees. If an Event of Default occurs or TVT prevails in any litigation or arbitration with any Merchant or any Guarantor, then each Merchant and each Guarantor must pay TVT’s reasonable attorney fees, which may
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 9 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT include a contingency fee, as well as administrative or filing fees and arbitrator compensation in any arbitration, expert witness fees, and costs of suit. 39. Prejudgment and Postjudgment Interest. If TVT becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then TVT will be entitled to the recovery of prejudgment interest at a rate of 18% per annum, 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 18% per annum, 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. 40. Class Action Waiver. TVT, 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 class or representative proceedings. 41. Arbitration. Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving TVT on one side and any Merchant or any Guarantor on the other, including, but not limited to issues of arbitrability, and including, without limitation, any action or dispute that predates this Agreement, will, at the option of any party to such action or dispute, be determined by arbitration in the State of New York. A judgment of the court shall be entered upon the award made pursuant to the arbitration. The arbitration will be administered either by the American Arbitration Association under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.adr.org, by Arbitration Services, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.arbitrationservicesinc.com, by JAMS under its Streamlined Arbitration Rules & Procedures as are in effect at that time, which rules are available at www.jamsadr.com, by Mediation And Civil Arbitration, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.mcarbitration.org, or by Resolute Systems, LLC under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.resolutesystems.com. Once an arbitration is initiated with one of these arbitration forums, it must be maintained exclusively before that arbitration forum and no other arbitration forum specified herein may be used. As a prerequisite to making a motion to compel arbitration in any litigation, the party making the motion must first file a demand for arbitration with the chosen arbitration tribunal and pay all required filing and/or administrative fees. If the American Arbitration Association is selected, then notwithstanding any provision to the contrary in its Commercial Arbitration Rules, the Expedited Procedures will always apply and its Procedures for Large, Complex Commercial Disputes will not apply. Notwithstanding any provision to the contrary in the arbitration rules of the arbitration forum selected, the arbitration will be heard by one arbitrator and not by a panel of arbitrators, any arbitration hearing relating to this Agreement must be held in the Counties of Nassau, New York, Queens, or Kings in the State of New York, any party, representative, or witness in an arbitration hearing will be permitted to attend, participate, and testify remotely by telephone or video conferencing, and the arbitrator appointed will not be required to be a national of a country other than that of the parties to the arbitration. Each Merchant acknowledges and agrees that this Agreement is the product of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, that the transactions contemplated under this Agreement will be made by wire transfer and ACH, which are also instrumentalities of interstate commerce, and that this Agreement therefore evidences a transaction affecting interstate commerce. Accordingly, notwithstanding any provision to the contrary in this Agreement or the arbitration rules of the arbitration forum, all matters of arbitration relating to this Agreement will be governed by and construed in accordance with the provisions of the Federal Arbitration Act, codified as Title 9 of the United States Code, however any application for injunctive relief in aid of arbitration or to confirm an arbitration award may be made under the arbitration laws of the State in which the arbitration is being conducted, the laws of the State of Florida, or the laws of the jurisdiction in which the application is made, and the application will be governed by and construed in accordance with the laws under which the application is made, without regard to any applicable principles of conflict of laws. Any employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of TVT may elect to have any action or dispute with any Merchant or any Guarantor determined by arbitration as if that employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of TVT was a party to the arbitration agreement contained herein. Any party to a lawsuit in which TVT and any Merchant or any Guarantor are parties may elect to have the matter determined by arbitration as if that party was a party to the arbitration agreement contained herein. 42. Service of Process. Each Merchant and each Guarantor consent to service of process and legal notices made by First Class or Priority Mail delivered by the United States Postal Service and addressed to the Contact Address set forth on the first page of this Agreement or any other address(es) provided in writing to TVT by any Merchant or any Guarantor,
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 10 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor also consent to service of process and legal notices made by e-mail to the E-mail Address set forth on the first page of this Agreement or any other e-mail address(es) provided in writing to TVT by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor agrees that it will be precluded from asserting that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page of this Agreement or e-mailed to the E-mail Address set forth on the first page of this Agreement if it does not furnish a certified mail return receipt signed by TVT demonstrating that TVT was provided with notice of a change in the Contact Address or the E-mail Address. 43. Survival of Representations, etc. All representations, warranties, and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated unless specified otherwise in this Agreement. 44. Waiver. No failure on the part of TVT to exercise, and no delay in exercising, any right under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. 45. Independent Sales Organizations/Brokers. Each Merchant and each Guarantor acknowledge that it may have been introduced to TVT by or received assistance in entering into this Agreement or its Guarantee from an independent sales organization or broker (“ISO”). Each Merchant and each Guarantor agree that any ISO is separate from and is not an agent or representative of TVT. Each Merchant and each Guarantor acknowledge that TVT is not bound by any promises or agreements made by any ISO that are not contained within this Agreement. Each Merchant and each Guarantor exculpate from liability and agree to hold harmless and indemnify TVT and its officers, directors, members, shareholders, employees, and agents from and against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by any Merchant or any Guarantor resulting from any act or omission by any ISO. Each Merchant and each Guarantor acknowledge that any fee that they paid to any ISO for its services is separate and apart from any payment under this Agreement. Each Merchant and each Guarantor acknowledge that TVT does not in any way require the use of an ISO and that any fees charged by any ISO are not required as a condition or incident to this Agreement. 46. Modifications; Agreements. No modification, amendment, waiver, or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all parties. 47. Severability. If any provision of this Agreement is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision necessary to make it valid and enforceable will be deemed to be part thereof. If any provision of this Agreement is deemed void, all other provisions will remain in effect. 48. Headings. Headings of the various articles and/or sections of this Agreement are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections. 49. Attorney Review; No Construction Against TVT. Each Merchant acknowledges that it has had an opportunity to review this Agreement and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so. This Agreement will be construed without regard to the party or parties responsible for the preparation of same and will be deemed as prepared jointly by TVT and each Merchant. Any ambiguity or uncertainty in this Agreement will not be interpreted or construed against any party. 50. Entire Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern. 51. Counterparts; Fax and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Facsimile and electronic copies of this Agreement will have the full force and effect of an original.
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 11 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT EACH UNDERSIGNED HEREBY ACCEPTS THE TERMS OF THIS AGREEMENT FOR THE MERCHANT/OWNER (#1) LAWRENCE DAVID GARCIA _____________________________ By: _____________________________ OWNER (Print Name) (Print Title) (Signature) SS# ###-##-#### Driver License Number A3150865 FOR THE MERCHANT/OWNER (#2) By: _____________________________ _____________________________ _________________________________ (Print Name) (Print Title) (Signature) SS# _______________________________________ Driver License Number __________________________ Approved for TVT CAP by: _________________________________
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 12 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT GUARANTEE G1. Guarantee of Performance. This is a guaranty of performance, dated 12/20/2023 , of the Standard Merchant Cash Advance Agreement, dated 12/20/2023 (“Agreement”), inclusive of all addenda, if any, executed simultaneously therewith, by and between TVT CAP (“TVT”) and AMERIGUARD SECURITY SERVICES, INC. (“Merchant”). Each undersigned Guarantor hereby guarantees each Merchant’s performance of all of the representations, warranties, and covenants made by each Merchant to TVT in the Agreement, inclusive of all addenda, if any, executed simultaneously herewith, as the Agreement may be renewed, amended, extended, or otherwise modified (the “Guaranteed Obligations”). Each Guarantor’s obligations are due at the time of any breach by any Merchant of any representation, warranty, or covenant made by any Merchant in the Agreement. G2. Communications. TVT may use automated telephone dialing, text messaging systems, and e-mail to provide messages to 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 Guarantor gives TVT permission to call or send a text message to any telephone number given to TVT 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 Guarantor also gives TVT permission to communicate such information to them by e-mail. Each Guarantor agrees that TVT 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 Guarantor acknowledges 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 TVT has no liability for any such charges. G3. Guarantor Waivers. If any Event of Default takes place under the Agreement, then TVT may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross -Collateral TVT may hold pursuant to this Guarantee or any other agreement or guarantee. TVT does not have to notify any Guarantor of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) any Merchant’s failure to pay timely any amount owed under the Agreement; (ii) any adverse change in any Merchant’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) TVT’s acceptance of the Agreement with any Merchant; and (v) any renewal, extension, or other modification of the Agreement or any Merchant’s other obligations to TVT. In addition, TVT may take any of the following actions without releasing any Guarantor from any obligations under this Guarantee: (i) renew, extend, or otherwise modify the Agreement or any Merchant’s other obligations to TVT; (ii) if there is more than one Merchant, release a Merchant from its obligations to TVT such that at least one Merchant remains obligated to TVT; (iii) sell, release, impair, waive, or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to TVT under the Agreement and this Guarantee are paid in full, each Guarantor shall not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against any Merchant, any other guarantor, or any collateral provided by any Merchant or any other guarantor, for any amounts paid by it or acts performed by it under this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. G4. Joint and Several Liability. The obligations hereunder of the persons or entities constituting each Guarantor under this Guarantee are joint and several. G5. Choice of Law. Each Guarantor acknowledges and agrees that the Agreement and this Guarantee were made in the State of Florida, that the Purchase Price is being paid by TVT in the State of Florida, that the Receivables Purchased Amount is being delivered to TVT in the State of Florida, and that the State of Florida has a reasonable relationship to the transactions encompassed by the Agreement and this Guarantee. The Agreement, this Guarantee, any dispute or claim relating to the Agreement or this Guarantee, whether sounding in contract, tort, law, equity, or otherwise, the relationship between TVT and each Merchant, and the relationship between TVT and each Guarantor will be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of conflict of laws.
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 13 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT G6. Venue and Forum Selection. Any litigation, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or this Guarantee or involving TVT on one side and any Merchant or any Guarantor on the other must be commenced and maintained in any court located in the Counties of Broward or Miami-Dade in the State of Florida (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. Notwithstanding any provision in the Agreement or this Guarantee to the contrary, in addition to the Acceptable Forums, any application to obtain injunctive relief in aid of arbitration or to confirm an arbitration award for an arbitration held in the State of New York may be made in the Supreme Court of New York for Nassau County or New York County or the Civil Court of the City of New York for New York County and any litigation against any Merchant or Guarantor 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. Notwithstanding any provision in the Agreement or this Guarantee to the contrary, each Guarantor waives the right to remove to federal court any litigation commenced against it by TVT in a state court. G7. Jury Waiver. Each Guarantor agrees to waive trial by jury in any dispute with TVT. G8. Counterclaim Waiver. In any litigation or arbitration commenced by TVT, each Merchant and each Guarantor will not be permitted to interpose any counterclaim. G9. Costs and Legal Fees. If an Event of Default occurs or TVT prevails in any litigation or arbitration with any Merchant or any Guarantor, then each Merchant and/or Guarantor must pay TVT’s reasonable attorney fees, which may include a contingency fee, as well as administrative or filing fees and arbitrator compensation in any arbitration, expert witness fees, and costs of suit. G10. Prejudgment and Postjudgment Interest. If TVT becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then TVT will be entitled to the recovery of prejudgment interest at a rate of 18% per annum, 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 18% per annum, 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. G11. Class Action Waiver. TVT, 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 class or representative proceedings. G12. Arbitration. Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise, relating to the Agreement, this Guarantee, or involving TVT on one side and any Merchant or any Guarantor on the other, including, but not limited to issues of arbitrability, and including, without limitation, any action or dispute that predates this Guarantee, will, at the option of any party to such action or dispute, be determined by arbitration in the State of New York. A judgment of the court shall be entered upon the award made pursuant to the arbitration. The arbitration will be administered either by the American Arbitration Association under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.adr.org, by Arbitration Services, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.arbitrationservicesinc.com, by JAMS under its Streamlined Arbitration Rules & Procedures as are in effect at that time, which rules are available at www.jamsadr.com, by Mediation And Civil Arbitration, Inc. under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.mcarbitration.org, or by Resolute Systems, LLC under its Commercial Arbitration Rules as are in effect at that time, which rules are available at www.resolutesystems.com. Once an arbitration is initiated with one of these arbitration forums, it must be maintained exclusively before that arbitration forum and no other arbitration forum specified herein may be used. As a prerequisite to making a motion to compel arbitration in any litigation, the party making the motion must first file a demand for arbitration with the chosen arbitration tribunal and pay all required filing and/or administrative fees. If the American Arbitration association is selected, then notwithstanding any provision to the contrary in its Commercial Arbitration Rules, the Expedited Procedures will always apply and its Procedures for Large, Complex Commercial Disputes will never apply. Notwithstanding
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 14 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT any provision to the contrary in the arbitration rules of the arbitration forum selected, the arbitration will be heard by one arbitrator and not by a panel of arbitrators, any arbitration relating to the Agreement or this Guarantee must be held in the Counties of Nassau, New York, Queens, or Kings in the State of New York, any party, representative, or witness in an arbitration hearing will be permitted to attend, participate, and testify remotely by telephone or video conferencing, and the arbitrator appointed will not be required to be a national of a country other than that of the parties to the arbitration. Each Guarantor acknowledges and agrees that the Agreement and this Guarantee are the products of communications conducted by telephone and the Internet, which are instrumentalities of interstate commerce, that the transactions contemplated under the Agreement will be made by wire transfer and ACH, which are also instrumentalities of interstate commerce, and that the Agreement and this Guarantee therefore evidence a transaction affecting interstate commerce. Accordingly, notwithstanding any provision to the contrary in the Agreement, this Guarantee, or the arbitration rules of the arbitration forum, all matters of arbitration relating to the Agreement or this Guarantee will be governed by and construed in accordance with the provisions of the Federal Arbitration Act, codified as Title 9 of the United States Code, however any application for injunctive relief in aid of arbitration or to confirm an arbitration award may be made under the arbitration laws of the State in which the arbitration is being conducted, the laws of the State of Florida, or the laws of the jurisdiction in which the application is made, and the application will be governed by and construed in accordance with the laws under which the application is made, without regard to any applicable principles of conflict of laws. Any employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of TVT may elect to have any action or dispute with any Merchant or any Guarantor determined by arbitration as if that employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of TVT was a party to the arbitration agreement contained herein. Any party to a lawsuit in which TVT and any Merchant or any Guarantor are parties may elect to have the matter determined by arbitration as if that party was a party to the arbitration agreement contained herein. G13. Service of Process. Each Merchant and each Guarantor consent to service of process and legal notices made by First Class or Priority Mail delivered by the United States Postal Service and addressed to the Contact Address set forth on the first page of the Agreement or any other address(es) provided in writing to TVT by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor also consent to service of process and legal notices made by e-mail to the E- mail Address set forth on the first page of this Agreement or any other e-mail address(es) provided in writing to TVT by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor agrees that it will be precluded from asserting that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page of the Agreement or e-mailed to the E-mail Address set forth on the first page of the Agreement if it does not furnish a certified mail return receipt signed by TVT demonstrating that TVT was provided with notice of a change in the Contact Address or the E-mail Address. G14. Severability. If any provision of this Guarantee is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision necessary to make it valid and enforceable will be deemed to be part thereof. If any provision of this Guarantee is deemed void, all other provisions will remain in effect. G15. Survival. The provisions of Sections G2, G3, G4, G5, G6, G7, G8, G9, G10, G11, G12, G13, G14, G15, G16, G17, G18, and G19 shall survive any termination of this Guarantee. G16. Headings. Headings of the various articles and/or sections of this Guarantee are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections. G17. Attorney Review; No Construction Against TVT. Each Guarantor acknowledges that it has had an opportunity to review this Guarantee, the Agreement, and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so. The Agreement and this Guarantee will be construed without regard to the party or parties responsible for the preparation of same and will be deemed as prepared jointly by TVT and each Merchant. Any ambiguity or uncertainty in the Agreement or this Guarantee will not be interpreted or construed against any party. G18. Entire Agreement. This Guarantee, inclusive of all addenda, if any, executed simultaneously herewith may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Guarantee and any other document preceding it, this Guarantee will govern.
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 15 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT G19. Counterparts; Fax and Electronic Signatures. This Guarantee may be executed electronically and in counterparts. Facsimile and electronic copies of this Guarantee will have the full force and effect of an original. THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE “STANDARD MERCHANT CASH ADVANCE AGREEMENT”, INCLUDING THE “TERMS AND CONDITIONS”, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS GUARANTEE. CAPITALIZED TERMS NOT DEFINED IN THIS GUARANTEE SHALL HAVE THE MEANING SET FORTH IN THE STANDARD MERCHANT CASH ADVANCE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS. EACH UNDERSIGNED HEREBY ACCEPTS THE TERMS OF THIS GUARANTEE GUARANTOR (#1) Name of Guarantor #1: LAWRENCE DAVID GARCIA Type of Entity (if Guarantor #1 is not a person): ___________________________________________________________ Guarantor #1’s Fed ID # (if Guarantor #1 is not a person) or SS# (if Guarantor #1 is a person): 568231827 Driver License Number (if Guarantor #1 is a person): A3150865 Zip: 93722 Contact Address: 5470 W. Spruce Ave City: Fresno State: CA E-mail Address: [email protected] Phone Number: 559-271-5984 By: LAWRENCE DAVID GARCIA OWNER ___________________________ (Print Name of Person Signing) (Print Title if Guarantor #1 is Not a Person) (Signature) GUARANTOR (#2) Name of Guarantor #2: ______________________________________________________________________________ Type of Entity (if Guarantor #2 is not a person): ___________________________________________________________ Guarantor #2’s Fed ID # (if Guarantor #2 is not a person) or SS# (if Guarantor #2 is a person): ______________________ Driver License Number (if Guarantor #2 is a person): _______________________________________________________ Contact Address: _____________________________________ City: _______________ State: _______ Zip: _________ E-mail Address: _____________________________________ Phone Number: ________________________________ By: _____________________________ ___________________________________ ___________________________ (Print Name of Person Signing) (Print Title if Guarantor #2 is Not a Person) (Signature)
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 16 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT BANK INFORMATION Dear Merchant, We look forward to being your funding partner. You authorize TVT CAP to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below. TVT CAP will require viewing access to your bank account each business day. TVT CAP will also require viewing access to your bank account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account. * Be sure to indicate capital or lower case letters. Name of bank: CITIBANK Name of account: AMERIGUARD SECURITY SERVICES, INC. Account number: 205270226 Routing number: 321171184 Bank portal website: not applicable Username: not applicable Password: not applicable Security Question/Answer 1: not applicable Security Question/Answer 2: not applicable Security Question/Answer 3: not applicable Any other information necessary to access your account: ____________________________________ If you have any questions please feel free to contact us directly at (561) 918-4726. I have read and agreed to the terms and conditions set forth above: Name: LAWRENCE DAVID GARCIA ____________________________________ Name: ______________________________ Title: OWNER Title: _______________________________ 12/20/2023 Date: _______________________________ Date: _______________________________
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 16 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT BANK INFORMATION Dear Merchant, We look forward to being your funding partner. You authorize TVT CAP to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below. TVT CAP will require viewing access to your bank account each business day. TVT CAP will also require viewing access to your bank account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account. * Be sure to indicate capital or lower case letters. Name of bank: CITIBANK Name of account: AMERIGUARD SECURITY SYSTEMS INC Account number: 205402076 Routing number: 321171184 Bank portal website: not applicable Username: not applicable Password: not applicable Security Question/Answer 1: Security Question/Answer 2: Security Question/Answer 3: not applicable not applicable not applicable Any other information necessary to access your account: ____________________________________ If you have any questions please feel free to contact us directly at (561) 918-4726. I have read and agreed to the terms and conditions set forth above: Name: LAWRENCE DAVID GARCIA ____________________________________ Name: _________ Title: OWNER Title: ______________________ 12/20/2023 Date: _______________________________ Date: _______________________________
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 16 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT BANK INFORMATION Dear Merchant, We look forward to being your funding partner. You authorize TVT CAP to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below. TVT CAP will require viewing access to your bank account each business day. TVT CAP will also require viewing access to your bank account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account. * Be sure to indicate capital or lower case letters. Name of bank: CITIBANK Name of account: THE TRAINING POINT INC Account number: 205114028 Routing number: 321171184 Bank portal website: not applicable Username: not applicable Password: not applicable Security Question/Answer 1: Security Question/Answer 2: Security Question/Answer 3: not applicable not applicable not applicable Any other information necessary to access your account: ____________________________________ If you have any questions please feel free to contact us directly at (561) 918-4726. I have read and agreed to the terms and conditions set forth above: Name: LAWRENCE DAVID GARCIA ____________________________________ Name: _________ Title: OWNER Title: ______________________ 12/20/2023 Date: _______________________________ Date: _______________________________
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 16 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT BANK INFORMATION Dear Merchant, We look forward to being your funding partner. You authorize TVT CAP to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below. TVT CAP will require viewing access to your bank account each business day. TVT CAP will also require viewing access to your bank account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account. * Be sure to indicate capital or lower case letters. Name of bank: CITIBANK Name of account: AMERIGUARD SECURITY SERVICES INC Account number: 205143472 Routing number: 321171184 Bank portal website: not applicable Username: not applicable Password: not applicable Security Question/Answer 1: Security Question/Answer 2: Security Question/Answer 3: not applicable not applicable not applicable Any other information necessary to access your account: ____________________________________ If you have any questions please feel free to contact us directly at (561) 918-4726. I have read and agreed to the terms and conditions set forth above: Name: LAWRENCE DAVID GARCIA ____________________________________ Name: _________ Title: OWNER Title: ______________________ 12/20/2023 Date: _______________________________ Date: ______________________________
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 16 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT BANK INFORMATION Dear Merchant, We look forward to being your funding partner. You authorize TVT CAP to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below. TVT CAP will require viewing access to your bank account each business day. TVT CAP will also require viewing access to your bank account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account. * Be sure to indicate capital or lower case letters. Name of bank: CITIBANK Name of account: AMERIGUARD SECURITY SYSTEMS INC. Account number: 205402084 Routing number: 321171184 Bank portal website: not applicable Username: not applicable Password: not applicable Security Question/Answer 1: Security Question/Answer 2: Security Question/Answer 3: not applicable not applicable not applicable Any other information necessary to access your account: ____________________________________ If you have any questions please feel free to contact us directly at (561) 918-4726. I have read and agreed to the terms and conditions set forth above: Name: LAWRENCE DAVID GARCIA ____________________________________ Name: _________ Title: OWNER Title: ______________________ 12/20/2023 Date: _______________________________ Date: _______________________________
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 Page 16 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT BANK INFORMATION Dear Merchant, We look forward to being your funding partner. You authorize TVT CAP to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below. TVT CAP will require viewing access to your bank account each business day. TVT CAP will also require viewing access to your bank account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account. * Be sure to indicate capital or lower case letters. Name of bank: CITIBANK Name of account: AMERIGUARD SECURITY SERVICES, INC. Account number: 205272404 Routing number: 321171184 Bank portal website: not applicable Username: not applicable Password: not applicable Security Question/Answer 1: not applicable Security Question/Answer 2: not applicable Security Question/Answer 3: not applicable Any other information necessary to access your account: ____________________________________ If you have any questions please feel free to contact us directly at (561) 918-4726. I have read and agreed to the terms and conditions set forth above: Name: LAWRENCE DAVID GARCIA ____________________________________ Name: _________ Title: OWNER Title: ______________________ 12/20/2023 Date: _______________________________ Date: _______________________________
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 DECLARATION OF ORDINARY COURSE OF BUSINESS Each undersigned hereby declares the following: 1. I am duly authorized to sign the Standard Merchant Cash Advance Agreement (“Agreement”), dated 12/20/2023 , between TVT Cap and AMERIGUARD SECURITY SERVICES, INC. (“Merchant”) on behalf of Merchant. 2. This Declaration incorporates by reference the Agreement and every addendum to it. The reason that I am signing the Agreement is because I require capital for my business. I acknowledge that I am authorized to sign the Agreement and every addendum to it on behalf of each Merchant. I acknowledge that I had sufficient time to review the Agreement and every addendum to it before signing it. I acknowledge that I had an opportunity to seek legal advice from counsel of my choosing before signing the Agreement and every addendum to it. I acknowledge that each Merchant is entering into the Agreement voluntarily and without any coercion. I acknowledge that each Merchant is entering into the Agreement in the ordinary course of its business. I acknowledge that the payments to be made from any Merchant to TVT Cap under the Agreement are being made in the ordinary course of each Merchant’s business. Page 1 of 2
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 I am aware of each Merchant’s right to request a reconciliation of the payments made under the Agreement at any time. I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT. Executed on ____________________________12/20/2023 (Date) FOR THE MERCHANT/OWNER (#1) By: LAWRENCE DAVID GARCIA ______________________OWNER (Print Name) (Print Title) (Signature) FOR THE MERCHANT/OWNER (#2) By: ______________________ ______________________ ______________________ (Print Name) (Print Title) (Signature) Page 2 of 2
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 ver. 6/28/22 STANDARD MERCHANT CASH ADVANCE AGREEMENT ADDENDUM R ADDITIONAL REMEDIES This is an Addendum dated 12/20/2023 to the Standard Merchant Cash Advance Agreement (“Agreement”) dated12/20/2023 between TVT CAP (“TVT”) and AMERIGUARD SECURITY SERVICES, INC. (“Merchant”). This Addendum incorporates the Agreement by reference. The terms of this Addendum will control to the extent they conflict with any of the terms in the Agreement. R1. REMEDIES. IN ADDITION TO ALL OTHER REMEDIES AVAILABLE TO TVT, IN CASE ANY EVENT OF DEFAULT OCCURS AND IS NOT WAIVED, TVT WILL BE ENTITLED TO THE ISSUANCE OF AN INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE OR PROVISIONAL RELIEF IN TVT’S FAVOR, SUBJECT TO COURT OR ARBITRATOR APPROVAL, RESTRAINING EACH MERCHANT’S ACCOUNTS AND/OR RECEIVABLES UP TO THE AMOUNT DUE TO TVT AS A RESULT OF THE EVENT OF DEFAULT, AND EACH MERCHANT WILL BE DEEMED TO HAVE CONSENTED TO THE GRANTING OF AN APPLICATION FOR THE SAME TO ANY COURT OR ARBITRAL TRIBUNAL OF COMPETENT JURISDICTION WITHOUT ANY PRIOR NOTICE TO ANY MERCHANT OR GUARANTOR AND WITHOUT TVT BEING REQUIRED TO FURNISH A BOND OR OTHER UNDERTAKING IN CONNECTION WITH THE APPLICATION. TO THE EXTENT APPLICABLE, MERCHANT(S) AND GUARANTOR(S) WAIVE THE RIGHT TO A NOTICE AND HEARING UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278A TO 52-278G, INCLUSIVE, AND CONSENT TO THE ISSUANCE OF A WRIT FOR A PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER. R2. ARBITRATION. IN CASE ANY EVENT OF DEFAULT OCCURS AND IS NOT WAIVED, EACH MERCHANT CONSENTS TO TVT MAKING AN APPLICATION IN ARBITRATION, WITHOUT NOTICE TO ANY MERCHANT OR ANY GUARANTOR, FOR THE ISSUANCE OF AN INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE RELIEF IN TVT’S FAVOR, SUBJECT TO COURT OR ARBITRATOR APPROVAL, RESTRAINING EACH MERCHANT’S ACCOUNTS AND/OR RECEIVABLES UP TO THE AMOUNT DUE TO TVT AS A RESULT OF THE EVENT OF DEFAULT. EACH MERCHANT IRREVOCABLY AUTHORIZES AND DIRECTS ITS FINANCIAL INSTITUTIONS AND ACCOUNT DEBTORS TO COMPLY WITH ANY INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE RELIEF ISSUED IN TVT’S FAVOR IN ARBITRATION UNDER THE TERMS OF THIS AGREEMENT, WILL HOLD HARMLESS AND INDEMNIFY TVT AND ITS EMPLOYEES, AGENTS, ATTORNEYS, MEMBERS, MANAGERS, OFFICERS, SUBSIDIARIES, AFFILIATE ENTITIES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY AND EXPERT FEES) RELATING TO THE MAKING OR ENFORCEMENT OF ANY APPLICATION FOR THE ISSUANCE OF AN INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE RELIEF IN TVT’S FAVOR TO RESTRAIN EACH MERCHANT’S ACCOUNTS AND/OR RECEIVABLES, AND WILL HOLD HARMLESS Page 1 of 2
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 STANDARD MERCHANT CASH ADVANCE AGREEMENT ADDENDUM R ADDITIONAL REMEDIES AND INDEMNIFY ALL FINANCIAL INSTITUTIONS AND ACCOUNT DEBTORS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY AND EXPERT FEES) RELATING TO COMPLIANCE WITH ANY INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE RELIEF ISSUED IN FAVOR OF TVT. FOR THE MERCHANT/OWNER (#1) By: LAWRENCE DAVID GARCIA ______________________ OWNER (Print Name) (Print Title) (Signature) FOR THE MERCHANT/OWNER (#2) By: ______________________ ______________________ ______________________ (Print Name) (Print Title) (Signature) Page 2 of 2
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 GUARANTEE OF STANDARD MERCHANT CASH ADVANCE AGREEMENT ADDENDUM R ADDITIONAL REMEDIES This is an Addendum dated 12/20/2023 to the Guarantee (“Guarantee”) dated 12/20/2023 of the Standard Merchant Cash Advance Agreement (“Agreement”) dated 12/20/2023 between TVT CAP (“TVT”) and AMERIGUARD SECURITY SERVICES, INC. (“Merchant”). This Addendum incorporates the Agreement and the Guarantee by reference. The terms of this Addendum will control to the extent they conflict with any of the terms in the Agreement or the Guarantee. RG1. REMEDIES. IN CASE ANY EVENT OF DEFAULT OCCURS AND IS NOT WAIVED, TVT WILL BE ENTITLED TO THE ISSUANCE OF AN INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE OR PROVISIONAL RELIEF IN TVT’S FAVOR, SUBJECT TO COURT OR ARBITRATOR APPROVAL, RESTRAINING EACH GUARANTOR’S ACCOUNTS AND/OR RECEIVABLES UP TO THE AMOUNT DUE TO TVT AS A RESULT OF THE EVENT OF DEFAULT, AND EACH GUARANTOR WILL BE DEEMED TO HAVE CONSENTED TO THE GRANTING OF AN APPLICATION FOR THE SAME TO ANY COURT OR ARBITRAL TRIBUNAL OF COMPETENT JURISDICTION WITHOUT ANY PRIOR NOTICE TO ANY MERCHANT OR GUARANTOR AND WITHOUT TVT BEING REQUIRED TO FURNISH A BOND OR OTHER UNDERTAKING IN CONNECTION WITH THE APPLICATION. TO THE EXTENT APPLICABLE, MERCHANT(S) AND GUARANTOR(S) WAIVE THE RIGHT TO NOTICE AND A HEARING UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278A TO 52-278G, INCLUSIVE, AND CONSENT TO THE ISSUANCE OF A WRIT FOR A PREJUDGMENT REMEDY WITHOUT SECURING A COURT ORDER. RG2. ARBITRATION. IN CASE ANY EVENT OF DEFAULT OCCURS AND IS NOT WAIVED, EACH GUARANTOR CONSENTS TO TVT MAKING AN APPLICATION IN ARBITRATION, WITHOUT NOTICE TO ANY MERCHANT OR ANY GUARANTOR, FOR THE ISSUANCE OF AN INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE OR PROVISIONAL RELIEF IN TVT’S FAVOR, SUBJECT TO COURT OR ARBITRATOR APPROVAL, RESTRAINING EACH GUARANTOR’S ACCOUNTS AND/OR RECEIVABLES UP TO THE AMOUNT DUE TO TVT AS A RESULT OF THE EVENT OF DEFAULT. EACH GUARANTOR IRREVOCABLY AUTHORIZES AND DIRECTS ITS FINANCIAL INSTITUTIONS AND ACCOUNT DEBTORS TO COMPLY WITH ANY INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE OR PROVISIONAL RELIEF ISSUED IN TVT’S FAVOR IN ARBITRATION UNDER THE TERMS OF THIS AGREEMENT, WILL HOLD HARMLESS AND INDEMNIFY TVT AND ITS EMPLOYEES, AGENTS, ATTORNEYS, MEMBERS, MANAGERS, OFFICERS, SUBSIDIARIES, AFFILIATE ENTITIES, SUCCESSORS, AND ASSIGNS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY AND EXPERT FEES) RELATING TO THE MAKING OR ENFORCEMENT OF ANY APPLICATION FOR THE ISSUANCE OF AN Page 1 of 2
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 GUARANTEE OF STANDARD MERCHANT CASH ADVANCE AGREEMENT ADDENDUM R ADDITIONAL REMEDIES INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE OR PROVISIONAL RELIEF IN TVT’S FAVOR TO RESTRAIN EACH GUARANTOR’S ACCOUNTS AND/OR RECEIVABLES, AND WILL HOLD HARMLESS AND INDEMNIFY ALL FINANCIAL INSTITUTIONS AND ACCOUNT DEBTORS FROM AND AGAINST ALL LOSSES, DAMAGES, CLAIMS, LIABILITIES, AND EXPENSES (INCLUDING REASONABLE ATTORNEY AND EXPERT FEES) RELATING TO COMPLIANCE WITH ANY INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE OR PROVISIONAL RELIEF ISSUED IN FAVOR OF TVT. GUARANTOR (#1) By: __________________________________LAWRENCEDAVIDGARCIA (Print Name) (Signature) GUARANTOR (#2) By: __________________________________ ______________________________ (Print Name) (Signature) Page 2 of 2
DocuSign Envelope ID: 4281D00C-D4C9-40B0-BB18-68BCC9ECF676 ver. 1/1/23 STANDARD MERCHANT CASH ADVANCE AGREEMENT ADDENDUM C CHANGING FREQUENCY OF ESTIMATED PAYMENTS This is an Addendum, dated 12/20/2023 , to the Standard Merchant Cash Advance Agreement (“Agreement”), dated 12/20/2023 , between 797 &$3 ,1& (“797”) and AMERIGUARD SECURITY SERVICES, INC. (“Merchant”). This Addendum incorporates the Agreement by reference. The terms of this Addendum will control to the extent they conflict with any of the terms in the Agreement. C1. Changing Frequency of Estimated Payment. Upon one day’s advance written notice to Merchant(s), 797 may elect to change the frequency of the Estimated Payment from daily to weekly or from weekly to daily. If the frequency of the Estimated Payment is being changed from weekly to daily, then the amount of the daily Estimated Payment will be one fifth of the amount of the weekly Estimated Payment. If the frequency of the Estimated Payment is being changed from daily to weekly, then the amount of the weekly Estimated Payment will be five times of the amount of the daily Estimated Payment. No Estimated Payment will be debited on a daily basis during a week in which a weekly payment was already successfully collected from the Account. If any Estimated Payment was debited from the Account on a daily basis, then any Estimated Payment debited on a weekly basis during that week must be reduced by the total of all daily payments already successfully collected from the Account for that week. FOR THE MERCHANT/OWNER (#1) By: LAWRENCE DAVID GARCIA _______________________OWNER (Print Name) (Print Title) (Signature) FOR THE MERCHANT/OWNER (#2) By:______________________ _______________________ _____________________ (Print Name) (Print Title) (Signature) Page 1 of 1
Exhibit 10.3
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 1 of 16 CEDAR ADVANCE LLC 5401 Collins Avenue CU-9A Miami Beach, FL 33140 (786) [email protected] STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated __________________ by and between CEDAR ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”). Merchant’s Legal Name: ________________________________________________________________________ D/B/A/: _________________________________________________ Fed ID #: _____________________________ Type of Entity: ____ Corporation ____ Limited Liability Company ____ Partnership ____ Sole Proprietorship Business Address: City: State: Zip: ________ Contact Address: City: State: Zip: ________ 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 $ _____________________ 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 $ _____________________ 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. ______ % 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. $ _____________________ 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. $ _____________________ Initial Estimated Payment 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. per ___________________ I have terms and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 2 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT TERMS AND CONDITIONS 1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to CEDAR (making CEDAR 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 CEDAR. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by CEDAR, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of CEDAR and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for CEDAR and that each Merchant will hold Receivables in trust for CEDAR in its capacity as a fiduciary for CEDAR. The Receivables Purchased Amount shall be paid to CEDAR by each Merchant irrevocably authorizing only one depositing account acceptable to CEDAR (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 CEDAR receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes CEDAR 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 CEDAR 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). CEDAR is not responsible for any overdrafts or rejected transactions that may result from CEDAR’s ACH debiting the Specified Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the amount of the Receivables collected by CEDAR exceeds the amount of the Purchase Price, CEDAR will be permitted not treat any amount collected under this Agreement as profit for taxation and accounting purposes. 2. Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to CEDAR for the following fees, where applicable: A. $ - to cover underwriting, the ACH debit program, and expenses related to the procurement and initiation of the transactions encompassed by this Agreement. This will be deducted from payment of the Purchase Price. 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. NSF/Rejected ACH Fee - $50.00 for each time an ACH debit to the Account by CEDAR is returned or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives CEDAR notice no more than one business day in advance that the Account will have insufficient funds to be debited by CEDAR and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by CEDAR or may be collected in addition to any other payment collected by CEDAR under this Agreement. Blocked Account/Default - $2,500.00 - If an Event of Default has taken place under Section 30. UCC Fee - $195.00 – to cover CEDAR 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. $_________ - legal compliance with applicable disclosure laws and regulations. This will be deducted from payment of the Purchase Price. 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 CEDAR’s legal or contractual rights against each Merchant and/or each Guarantor, if required, as explained in other Sections of this Agreement. 3. Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, CEDAR may instead debit $ (“Estimated Payment”) from the Account every _______________. The Estimated Payment is intended to be an approximation of no more than the Specified Percentage, subject to reconciliation. 4. Reconciliations. Any Merchant may contact CEDAR’s Reconciliation Department to request that CEDAR conduct a reconciliation in order to ensure that the amount that CEDAR 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 CEDAR or by sending an e-mail to [email protected] stating that a reconciliation is being requested. In order to effectuate the reconciliation, any Merchant must produce with its request any I have terms and conditions set forth above: ______________________________________________________________________ Name: ____________________ Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 3 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT and all bank statements covering the period from the date of this Agreement through the date of the request for a reconciliation as well as Merchant’s account reports showing transactions in the month to date, or other documents or reports available to Merchant for verification of its revenues, or , if available, the login and password for the Account. Once, notified of a request for reconciliation, CEDAR will instruct it’s ACH processor to pause ACH debits from Merchant’s account until the reconciliation process is complete. CEDAR 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. CEDAR 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 CEDAR 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 CEDAR collected more than it was entitled to, then CEDAR will credit to the Account all amounts to which CEDAR was not entitled and, if there is an Estimated Payment, decrease the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. If a reconciliation determines that CEDAR collected less than it was entitled to, then CEDAR will debit from the Account all additional amounts to which CEDAR was entitled and, if there is an Estimated Payment, increase the amount of the Estimated Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the date of the reconciliation. For the avoidance of doubt, in the event Merchant desires reconciliation it shall be Merchant’s sole responsibility to initiate the reconciliation process in this Section 4. Nothing herein limits the amount of times that a reconciliation may be requested or conducted. 5. Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to CEDAR, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide CEDAR and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize CEDAR and/or its agent(s) to deduct the amounts owed to CEDAR for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to CEDAR by permitting CEDAR to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent CEDAR’s written consent until the Receivables Purchased Amount has been paid in full or the Merchant becomes bankrupt or goes out of business without any prior default under this Agreement. 6. Term of Agreement. The term of this Agreement is indefinite and shall continue until CEDAR receives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 1, 2, 3, 4, 5, 6, 7, 9, 10, 12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement. 7. 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 CEDAR under this Agreement are being made in the ordinary course of each Merchant’s business. 8. Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement) authorizes CEDAR and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to CEDAR any bank or financial statements, tax returns, and other documents and records, as CEDAR 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. CEDAR is authorized to update such information and financial profiles from time to time as it deems appropriate. 9. Monitoring, Recording, and Electronic Communications. CEDAR may choose to monitor and/or record telephone calls with any Merchant and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between CEDAR and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for CEDAR 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. CEDAR 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 I have read and agree to the terms and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 4 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 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 CEDAR permission to call or send a text message to any telephone number given to CEDAR 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 CEDAR permission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that CEDAR 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 CEDAR has no liability for any such charges. 10. 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 CEDAR’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. CEDAR may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to CEDAR. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize CEDAR, its agents and representatives, and any credit-reporting agency engaged by CEDAR, 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 CEDAR under this Agreement or for CEDAR’s ability to determine any Merchant’s eligibility to enter into any future agreement with CEDAR. 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 CEDAR under the Fair Credit Reporting Act, authorizing CEDAR to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CEDAR 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 CEDAR under the Fair Credit Reporting Act, authorizing CEDAR to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CEDAR to obtain such information in accordance with a merchant cash advance application. 11. Transactional History. Each Merchant authorizes its bank to provide CEDAR with its banking and/or credit card processing history. 12. 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 CEDAR for monies owed to CEDAR from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by CEDAR. 13. No Liability. In no event will CEDAR 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. 14. Sale of Receivables. Each Merchant and CEDAR 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 CEDAR to any Merchant. CEDAR is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in CEDAR not receiving the Receivables Purchased Amount. Any Merchant going bankrupt, 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 I have terms and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 5 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT Receivables. CEDAR 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 CEDAR 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. Each Merchant and each Guarantor acknowledges that CEDAR does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security, or a solicitation of an offer to buy any security. 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. 15. Power of Attorney. Each Merchant irrevocably appoints CEDAR 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 CEDAR for the benefit of each Merchant and only in order to prevent the occurrence of an Event of Default (as described in Section 30). If an Event of Default takes place under Section 30, then each Merchant irrevocably appoints CEDAR 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 CEDAR from each Merchant, including without limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to CEDAR; and (iv) to file any claims or take any action or institute any proceeding which CEDAR 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. 16. Protections Against Default. The following Protections 1 through 6 may be invoked by CEDAR, immediately and without notice to any Merchant if any Event of Default listed in Section 30 has occurred. 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. CEDAR may enforce the provisions of the Guarantee against Guarantor. Protection 3. CEDAR may enforce its security interest in the Collateral identified in Section 29. Protection 4. CEDAR may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. CEDAR 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 6. CEDAR 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 and account debtor(s) of the sale of Receivables hereunder and to direct such credit card processor and account debtor(s) to make payment to CEDAR of all or any portion of the amounts received by such credit card processor and account debtor(s) on behalf of each Merchant. Each Merchant hereby grants to CEDAR an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints CEDAR 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 and account debtor(s) to make payment to CEDAR as contemplated by this Section. 17. 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 CEDAR 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 CEDAR or any of its affiliates relating to any (i) investigation undertaken by or on behalf of CEDAR as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement. 18. Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by CEDAR, including this Agreement and any other CEDAR documents (collectively, “Confidential Information”) are proprietary and confidential information of CEDAR. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of CEDAR 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 I have read and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 6 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 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 18. 19. D/B/As. Each Merchant hereby acknowledges and agrees that CEDAR may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between CEDAR and each Merchant, including the filing of UCC-1 financing statements and other notices or filings. 20. Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial statements, copies of which have been furnished to CEDAR, and future statements which will be furnished hereafter at the request of CEDAR, 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 CEDAR of any material adverse change in its financial condition, operation, or ownership that may have an effect on any Merchant’s ability to generate Receivables or perform its obligations under this Agreement. 21. 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. 22. 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. 23. Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without CEDAR’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. 24. 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 CEDAR or change any place(s) of its business without giving prior written notice to CEDAR. 25. 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. 26. 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 CEDAR, other than any for which CEDAR has actual or constructive knowledge or inquiry notice as of the date of this Agreement. 27. Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than CEDAR 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 CEDAR. 28. 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. I have read and agree conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 7 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 29. Security Interest. To secure each Merchant’s performance obligations to CEDAR under this Agreement and any future agreement with CEDAR, each Merchant hereby grants to CEDAR 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, 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 CEDAR under any other agreement between any Merchant or Guarantor and CEDAR (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 CEDAR deems necessary to perfect or maintain CEDAR’s first priority security interest in the Collateral and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes CEDAR to file any financing statements deemed necessary by CEDAR to perfect or maintain CEDAR’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to CEDAR with respect to the Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering with CEDAR’s rights. Each Merchant shall be liable for and CEDAR may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by CEDAR in protecting, preserving, and enforcing CEDAR’s security interest and rights. Each Merchant further acknowledges that CEDAR may use another legal name and/or D/B/A or an agent when designating the Secured Party when CEDAR files the above-referenced financing statement(s). 30. Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur: Any representation or warranty by any Merchant to CEDAR proves to have been made intentionally false or misleading in any material respect when made; Any Merchant causes any ACH debit to the Account by CEDAR to be blocked or stopped without providing any advance written notice to CEDAR with an alternative method for CEDAR to collect the blocked or stopped payment, which notice may be given by e-mail to [email protected]; Any Merchant intentionally prevents CEDAR from collecting any part of the Receivables Purchased Amount; or Any Merchant causes any ACH debit to the Account by any person or entity other than CEDAR 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 CEDAR 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 [email protected]. 31. Remedies. In case any Event of Default occurs and is not waived, CEDAR 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 CEDAR in connection with this Agreement, including each Protection listed in Section 16, may be exercised at any time by CEDAR 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, CEDAR may elect that Merchant(s) be required to pay to CEDAR 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses incurred by CEDAR in connection with recovering the unpaid balance of the Receivables Purchased Amount (“Reasonable Expenses”) and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a reasonable relationship to CEDAR’s actual expenses incurred in connection with recovering the unpaid balance of the Receivables Purchased Amount. 32. 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 CEDAR, which consent may be withheld in CEDAR’s sole discretion. CEDAR 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 29 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 I have read and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 8 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT assignment or transfer by CEDAR, 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 CEDAR) 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 CEDAR and such assignee (the “Assignment Agreement”), have the rights and obligations of CEDAR 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, CEDAR’s rights under Section 16 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, CEDAR may disclose all information that CEDAR has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon CEDAR’s request. 33. 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 and each Guarantor must set its spam or junk mail filter to accept e-mails sent by [email protected] and its domain. This Section is not applicable to service of process or notices in any legal proceedings. 34. Choice of Law. Each Merchant acknowledges and agrees that this Agreement was made in the State of Florida, that the Purchase Price is being paid by CEDAR in the State of Florida, that the Receivables Purchased Amount is being delivered to CEDAR in the State of Florida, and that the State of Florida has a reasonable relationship to the transactions encompassed by this Agreement. This Agreement, any dispute or claim relating hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between CEDAR and each Merchant, and the relationship between CEDAR and each Guarantor will be governed by and construed in accordance with the laws of the State of Florida, 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. Each Merchant agrees that the provisions of Division 9.5 of the California Financial Code are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum hereto is located in the State of California. 35. Venue and Forum Selection. This Agreement, and any dispute arising out of or relating to this Agreement or the parties’ relationship, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of conflicts of law. Any suit, action, or proceeding arising out of or relating to this Agreement or the transaction contemplated herein or the interpretation, performance, or breach hereof, shall be instituted in any state court sitting in the State of Florida (the “Acceptable Forums”), provided that CEDAR may institute suit in another forum. Merchant, each Guarantor and each Owner agree that the Acceptable Forums are convenient to them, and submit to the personal jurisdiction of the Acceptable Forums and waive any and all objections to jurisdiction or venue in the Acceptable Forums. Should a proceeding be initiated by Merchant, any Guarantor or any Owner in any other forum, Merchant, each Guarantor and each Owner waives any right to oppose any motion or application made by CEDAR to dismiss such proceeding, to remove and/or transfer the proceeding to an Acceptable Forum, and for an anti-suit injunction against such proceeding (which CEDAR may make in the Acceptable Forums). ADDITIONALLY, MERCHANT, EACH OWNER AND EACH GUARANTOR WAIVE PERSONAL SERVICE OF ANY SUMMONS AND/OR COMPLAINT OR OTHER PROCESS TO COMMENCE ANY LITIGATION AND AGREE THAT SERVICE OF SUCH DOCUMENTS SHALL BE EFFECTIVE AND COMPLETE IF SENT BY PRIORITY MAIL OR FIRST CLASS MAIL TO THE MAILING ADDRESS(ES) SET FORTH FOR MERCHANT ABOVE, AND EMAILED TO THE EMAIL ADDRESS, LISTED ON PAGE 1 OF THIS AGREEMENT OR THE UPDATED MAILING AND EMAIL ADDRESS IN ACCORDANCE WITH PARAGRAPH 33. SERVICE SHALL BE EFFECTIVE AND COMPLETE 5 DAYS AFTER THE MAILING. MERCHANT WILL THEN HAVE 30 CALENDAR DAYS AFTER SERVICE IS COMPLETE IN WHICH TO APPEAR IN THE ACTION OR PROCEEDING. 36. Jury Waiver. The parties agree to waive trial by jury in any dispute between them. I have the terms and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 9 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 37. Counterclaim Waiver. In any litigation or arbitration commenced by CEDAR, each Merchant and each Guarantor will not be permitted to interpose any counterclaim. 38. 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 CEDAR 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 objection by any of them to the jurisdiction of an arbitrator or to the arbitrability of the dispute and any application made by any of them to stay an arbitration initiated against any of them by CEDAR will be time barred if made more than 20 days after receipt of the demand for arbitration. 39. Costs and Legal Fees. If an Event of Default occurs or CEDAR prevails in any litigation or arbitration with any Merchant or any Guarantor, then each Merchant and each Guarantor must pay CEDAR’s reasonable attorney fees, which may include a contingency fee of up to 40% of the amount claimed, as well as administrative or filing fees and arbitrator compensation in any arbitration, expert witness fees, and costs of suit. 40. Prejudgment and Postjudgment Interest. If CEDAR becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then CEDAR 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. 41. Class Action Waiver. CEDAR, 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 class or representative proceedings. 42. Arbitration. CEDAR HAS THE RIGHT TO REQUEST THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN CEDAR AND MERCHANT, ANY GUARANTOR OR ANY OWNER, WHETHER ARISING OUT OF OR RELATING TO THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT OR OTHERWISE (INCLUDING WITHOUT LIMITATION CLAIMS FOR FRAUD, MISREPRESENTATION, INTENTIONAL TORT, NEGLIGENT TORT OR UNDER ANY LOCAL, STATE OR FEDERAL STATUTE OR RULE), BE SUBMITTED TO ARBITRATION BEFORE EITHER (I) THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL RULES, OR (II) MEDIATION AND CIVIL ARBITRATION INC. D/B/A RAPIDRULING (WWW.RAPIDRULING.COM) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. THE ARBITRATION SHALL BE DEEMED TO BE LOCATED IN MIAMI-DADE COUNTY, FLORIDA, REGARDLESS OF THE LOCATION OF THE PARTIES OR ARBITRATOR. TO THE EXTENT PERMITTED BY THE ARBITRATOR RULES, THE ARBITRATION PROCEEDINGS SHALL PROCEED VIRTUALLY OR REMOTELY AND SHALL NOT REQUIRE THE PARTIES TO APPEAR IN-PERSON. ALL QUESTIONS CONCERNING ARBITRATRABILITY OF ANY DISPUTE SHALL BE DECIDED BY THE ARBITRATOR. CEDAR MAY DEMAND THAT SUCH DISPUTE BE SUBMITTED TO ARBITRATION EITHER BY (I) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES IN ACCORDANCE WITH THE NOTICE PROVISION IN PARAGRAPH 33 OF THIS AGREEMENT, OR (II) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO THE ATTORNEY OF RECORD FOR MERCHANT, ANY GUARANTOR OR ANY OWNER WHO HAS BROUGHT ANY ACTION OR PROCEEDING BEFORE ANY COURT OR TRIBUNAL AGAINST CEDAR. INITIALLY, THE PARTIES WILL SPLIT THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. IF CEDAR PREVAILS IN ARBITRATION, THE ARBITRATOR MAY AWARD TO CEDAR ITS ATTORNEYS’ FEES (IN ACCORDANCE WITH PARAGRAPH 39 OF THIS AGREEMENT) AND SHARE OF THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. MERCHANT, ANY GUARANTOR AND ANY OWNER MAY OPT OUT OF THIS ARBITRATION PROVISION BY SENDING CEDAR A NOTICE THAT HE, SHE OR IT DOES NOT WANT THIS PROVISION TO APPLY IN ACCORDANCE WITH PARAGRAPH 33 WITHIN 14 DAYS AFTER THE EFFECTIVE DATE OF THIS AGREEMENT. 43. Service of Process. Each Merchant and each Guarantor consent to service of process and legal notices made I have read terms and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 10 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT by First Class or Priority Mail delivered by the United States Postal Service and addressed to the Contact Address set forth on the first page of this Agreement or any other address(es) provided in writing to CEDAR by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor agrees that it will be precluded from asserting that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page of this Agreement if it does not furnish a certified mail return receipt signed by CEDAR demonstrating that CEDAR was provided with notice of a change in the Contact Address. 44. Survival of Representations, etc. All representations, warranties, and covenants herein shall survive the execution and delivery of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this Agreement shall have terminated unless specified otherwise in this Agreement. 45. Waiver. No failure on the part of CEDAR to exercise, and no delay in exercising, any right under this Agreement, shall operate as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided by law or equity. 46. Independent Sales Organizations/Brokers. Each Merchant and each Guarantor acknowledge that it may have been introduced to CEDAR by or received assistance in entering into this Agreement or its Guarantee from an independent sales organization or broker (“ISO”). Each Merchant and each Guarantor agree that any ISO is separate from and is not an agent or representative of CEDAR. Each Merchant and each Guarantor acknowledge that CEDAR is not bound by any promises or agreements made by any ISO that are not contained within this Agreement. Each Merchant and each Guarantor exculpate from liability and agree to hold harmless and indemnify CEDAR and its officers, directors, members, shareholders, employees, and agents from and against all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by any Merchant or any Guarantor resulting from any act or omission by any ISO. Each Merchant and each Guarantor acknowledge that any fee that they paid to any ISO for its services is separate and apart from any payment under this Agreement. Each Merchant and each Guarantor acknowledge that CEDAR does not in any way require the use of an ISO and that any fees charged by any ISO are not required as a condition or incident to this Agreement. 47. Modifications; Agreements. No modification, amendment, waiver, or consent of any provision of this Agreement shall be effective unless the same shall be in writing and signed by all parties. 48. Severability. If any provision of this Agreement is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision necessary to make it valid and enforceable will be deemed to be part thereof. If any provision of this Agreement is deemed void, all other provisions will remain in effect. 49. Headings. Headings of the various articles and/or sections of this Agreement are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections. 50. Attorney Review. Each Merchant acknowledges that it has had an opportunity to review this Agreement and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so. 51. Entire Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern. This Agreement does not affect any previous agreement between the parties unless such an agreement is specifically referenced herein. This Agreement will not be affected by any subsequent agreement between the parties unless this Agreement is specifically referenced therein. I have read and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 11 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT 52. Counterparts; Fax and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Facsimile and electronic copies of this Agreement will have the full force and effect of an original. EACH UNDERSIGNED HEREBY ACCEPTS THE TERMS OF THIS AGREEMENT FOR THE MERCHANT/OWNER (#1) By: _____________________________ _____________________________ (Print Name) (Print Title) (Signature) SS# _______________________________________ Driver License Number __________________________ FOR THE MERCHANT/OWNER (#2) By: _____________________________ _____________________________ _________________________________ (Print Name) (Print Title) (Signature) SS# _______________________________________ Driver License Number __________________________ Approved for CEDAR ADVANCE LLC by: _________________________________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 12 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT GUARANTEE G1. Personal Guarantee of Performance. This is a personal guaranty of performance, dated __________________, of the Standard Merchant Cash Advance Agreement, dated __________________ (“Agreement”), inclusive of all addenda, if any, executed simultaneously therewith, by and between CEDAR ADVANCE LLC (CEDAR) and (“Merchant”). Each undersigned Guarantor hereby guarantees each Merchant’s performance of all of the representations, warranties, and covenants made by each Merchant to CEDAR in the Agreement, inclusive of all addenda, if any, executed simultaneously herewith, as the Agreement may be renewed, amended, extended, or otherwise modified (the “Guaranteed Obligations”). Each Guarantor’s obligations are due at the time of any breach by any Merchant of any representation, warranty, or covenant made by any Merchant in the Agreement. G2. Communications. CEDAR may use automated telephone dialing, text messaging systems, and e-mail to provide messages to 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 Guarantor gives CEDAR permission to call or send a text message to any telephone number given to CEDAR 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 Guarantor also gives CEDAR permission to communicate such information to them by e-mail. Each Guarantor agrees that CEDAR 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 Guarantor acknowledges 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 CEDAR has no liability for any such charges. G3. Guarantor Waivers. If any Event of Default takes place under the Agreement, then CEDAR may enforce its rights under this Guarantee without first seeking to obtain payment from any Merchant, any other guarantor, or any Collateral or Cross-Collateral CEDAR may hold pursuant to this Guarantee or any other agreement or guarantee. CEDAR does not have to notify any Guarantor of any of the following events and Guarantor(s) will not be released from its obligations under this Guarantee even if it is not notified of: (i) any Merchant’s failure to pay timely any amount owed under the Agreement; (ii) any adverse change in any Merchant’s financial condition or business; (iii) any sale or other disposition of any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; (iv) CEDAR’s acceptance of the Agreement with any Merchant; and (v) any renewal, extension, or other modification of the Agreement or any Merchant’s other obligations to CEDAR. In addition, CEDAR may take any of the following actions without releasing any Guarantor from any obligations under this Guarantee: (i) renew, extend, or otherwise modify the Agreement or any Merchant’s other obligations to CEDAR; (ii) if there is more than one Merchant, release a Merchant from its obligations to CEDAR such that at least one Merchant remains obligated to CEDAR; (iii) sell, release, impair, waive, or otherwise fail to realize upon any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations; and (iv) foreclose on any collateral securing the Guaranteed Obligations or any other guarantee of the Guaranteed Obligations in a manner that impairs or precludes the right of Guarantor to obtain reimbursement for payment under the Agreement. Until the Receivables Purchased Amount and each Merchant’s other obligations to CEDAR under the Agreement and this Guarantee are paid in full, each Guarantor shall not seek reimbursement from any Merchant or any other guarantor for any amounts paid by it under the Agreement. Each Guarantor permanently waives and shall not seek to exercise any of the following rights that it may have against any Merchant, any other guarantor, or any collateral provided by any Merchant or any other guarantor, for any amounts paid by it or acts performed by it under this Guarantee: (i) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. G4. Joint and Several Liability. The obligations hereunder of the persons or entities constituting each Guarantor under this Guarantee are joint and several. G5. Choice of Law. Each Guarantor acknowledges and agrees that the Agreement and this Guarantee were made in the State of Florida, that the Purchase Price is being paid by CEDAR in the State of Florida, that the Receivables Purchased Amount is being delivered to CEDAR in the State of Florida, and that the State of Florida has a reasonable relationship to the transactions encompassed by the Agreement and this Guarantee. The Agreement, this Guarantee, any I have read and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 13 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT dispute or claim relating to the Agreement or this Guarantee, whether sounding in contract, tort, law, equity, or otherwise, the relationship between CEDAR and each Merchant, and the relationship between CEDAR and each Guarantor will be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of conflict of laws. G6. Venue and Forum Selection. This Agreement, and any dispute arising out of or relating to this Agreement or the parties’ relationship, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable principles of conflicts of law. Any suit, action, or proceeding arising out of or relating to this Agreement or the transaction contemplated herein or the interpretation, performance, or breach hereof, shall be instituted in any state court sitting in the State of Florida (the “Acceptable Forums”), provided that CEDAR may institute suit in another forum. Merchant, each Guarantor and each Owner agree that the Acceptable Forums are convenient to them, and submit to the personal jurisdiction of the Acceptable Forums and waive any and all objections to jurisdiction or venue in the Acceptable Forums. Should a proceeding be initiated by Merchant, any Guarantor or any Owner in any other forum, Merchant, each Guarantor and each Owner waives any right to oppose any motion or application made by CEDAR to dismiss such proceeding, to remove and/or transfer the proceeding to an Acceptable Forum, and for an anti-suit injunction against such proceeding (which CEDAR may make in the Acceptable Forums). ADDITIONALLY, MERCHANT, EACH OWNER AND EACH GUARANTOR WAIVE PERSONAL SERVICE OF ANY SUMMONS AND/OR COMPLAINT OR OTHER PROCESS TO COMMENCE ANY LITIGATION AND AGREE THAT SERVICE OF SUCH DOCUMENTS SHALL BE EFFECTIVE AND COMPLETE IF SENT BY PRIORITY MAIL OR FIRST CLASS MAIL TO THE MAILING ADDRESS(ES) SET FORTH FOR MERCHANT ABOVE, AND EMAILED TO THE EMAIL ADDRESS, LISTED ON PAGE 1 OF THIS AGREEMENT OR THE UPDATED MAILING AND EMAIL ADDRESS IN ACCORDANCE WITH PARAGRAPH 33. SERVICE SHALL BE EFFECTIVE AND COMPLETE 5 DAYS AFTER THE MAILING. MERCHANT WILL THEN HAVE 30 CALENDAR DAYS AFTER SERVICE IS COMPLETE IN WHICH TO APPEAR IN THE ACTION OR PROCEEDING. G7. Jury Waiver. Each Guarantor agrees to waive trial by jury in any dispute with CEDAR. G8. Counterclaim Waiver. In any litigation or arbitration commenced by CEDAR, each Merchant and each Guarantor will not be permitted to interpose any counterclaim. G9. 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 CEDAR within one year of its accrual will be time barred. Notwithstanding any provision in the Agreement or this Guarantee 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 CEDAR will be time barred if made more than 20 days after receipt of the demand for arbitration. G10. Costs and Legal Fees. If an Event of Default occurs or CEDAR prevails in any litigation or arbitration with any Merchant or any Guarantor, then each Merchant and/or Guarantor must pay CEDAR’s reasonable attorney fees, which may include a contingency fee of up to 40% of the amount claimed, as well as administrative or filing fees and arbitrator compensation in any arbitration, expert witness fees, and costs of suit. G11. Prejudgment and Postjudgment Interest. If CEDAR becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then CEDAR 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. G12. Class Action Waiver. CEDAR, 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 class or representative proceedings. G13. Arbitration. CEDAR HAS THE RIGHT TO REQUEST THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN CEDAR AND MERCHANT, ANY GUARANTOR OR ANY OWNER, WHETHER ARISING OUT OF OR I have read and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 14 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT RELATING TO THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT OR OTHERWISE (INCLUDING WITHOUT LIMITATION CLAIMS FOR FRAUD, MISREPRESENTATION, INTENTIONAL TORT, NEGLIGENT TORT OR UNDER ANY LOCAL, STATE OR FEDERAL STATUTE OR RULE), BE SUBMITTED TO ARBITRATION BEFORE EITHER (I) THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL RULES, OR (II) MEDIATION AND CIVIL ARBITRATION INC. D/B/A RAPIDRULING (WWW.RAPIDRULING.COM) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION ACT. THE ARBITRATION SHALL BE DEEMED TO BE LOCATED IN MIAMI-DADE COUNTY, FLORIDA, REGARDLESS OF THE LOCATION OF THE PARTIES OR ARBITRATOR. TO THE EXTENT PERMITTED BY THE ARBITRATOR RULES, THE ARBITRATION PROCEEDINGS SHALL PROCEED VIRTUALLY OR REMOTELY AND SHALL NOT REQUIRE THE PARTIES TO APPEAR IN-PERSON. ALL QUESTIONS CONCERNING ARBITRATRABILITY OF ANY DISPUTE SHALL BE DECIDED BY THE ARBITRATOR. CEDAR MAY DEMAND THAT SUCH DISPUTE BE SUBMITTED TO ARBITRATION EITHER BY (I) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES IN ACCORDANCE WITH THE NOTICE PROVISION IN PARAGRAPH 35 OF THIS AGREEMENT, OR (II) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO THE ATTORNEY OF RECORD FOR MERCHANT, ANY GUARANTOR OR ANY OWNER WHO HAS BROUGHT ANY ACTION OR PROCEEDING BEFORE ANY COURT OR TRIBUNAL AGAINST CEDAR. INITIALLY, THE PARTIES WILL SPLIT THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. IF CEDAR PREVAILS IN ARBITRATION, THE ARBITRATOR MAY AWARD TO CEDAR ITS ATTORNEYS’ FEES (IN ACCORDANCE WITH PARAGRAPH 39 OF THIS AGREEMENT) AND SHARE OF THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. MERCHANT, ANY GUARANTOR AND ANY OWNER MAY OPT OUT OF THIS ARBITRATION PROVISION BY SENDING CEDAR A NOTICE THAT HE, SHE OR IT DOES NOT WANT THIS PROVISION TO APPLY IN ACCORDANCE WITH PARAGRAPH 33 WITHIN 14 DAYS AFTER THE EFFECTIVE DATE OF THIS AGREEMENT. G14. Service of Process. Each Merchant and each Guarantor consent to service of process and legal notices made by First Class or Priority Mail delivered by the United States Postal Service and addressed to the Contact Address set forth on the first page of the Agreement or any other address(es) provided in writing to CEDAR by any Merchant or any Guarantor, and unless applicable law or rules provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor agrees that it will be precluded from asserting that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page of the Agreement if it does not furnish a certified mail return receipt signed by CEDAR demonstrating that CEDAR was provided with notice of a change in the Contact Address. G15. Severability. If any provision of this Guarantee is deemed invalid or unenforceable as written, it will be construed, to the greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any such provision necessary to make it valid and enforceable will be deemed to be part thereof. If any provision of this Guarantee is deemed void, all other provisions will remain in effect. G16. Survival. The provisions of Sections G2, G3, G4, G5, G6, G7, G8, G9, G10, G11, G12, G13, G14, G15, G16, G17, G18, G19, and G20 shall survive any termination of this Guarantee. I have read and conditions set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 15 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT G17. Headings. Headings of the various articles and/or sections of this Guarantee are for convenience only and do not necessarily define, limit, describe, or construe the contents of such articles or sections. G18. Attorney Review. Each Guarantor acknowledges that it has had an opportunity to review this Guarantee, the Agreement, and all addenda with counsel of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so. G19. Entire Agreement. This Guarantee, inclusive of all addenda, if any, executed simultaneously herewith may not be amended, modified, or canceled except in writing signed by all parties. Should there arise any conflict between this Guarantee and any other document preceding it, this Guarantee will govern. This Guarantee does not affect any previous agreement between the parties unless such an agreement is specifically referenced in the Agreement or herein. This Guarantee will not be affected by any subsequent agreement between the parties unless this Guarantee is specifically referenced therein. G20. Counterparts; Fax and Electronic Signatures. This Guarantee may be executed electronically and in counterparts. Facsimile and electronic copies of this Guarantee will have the full force and effect of an original. THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION SET FORTH IN THE “STANDARD MERCHANT CASH ADVANCE AGREEMENT”, INCLUDING THE “TERMS AND CONDITIONS”, ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS GUARANTEE. CAPITALIZED TERMS NOT DEFINED IN THIS GUARANTEE SHALL HAVE THE MEANING SET FORTH IN THE STANDARD MERCHANT CASH ADVANCE AGREEMENT, INCLUDING THE TERMS AND CONDITIONS. EACH UNDERSIGNED HEREBY ACCEPTS THE TERMS OF THIS GUARANTEE GUARANTOR (#1) By: ____________________________________________ ________________________________________________ (Print Name) (Signature) SS# _______________________________________ Driver License Number __________________________ GUARANTOR (#2) By: ____________________________________________ ________________________________________________ (Print Name) (Signature) SS# _______________________________________ Driver License Number __________________________
DocuSign Envelope ID: 1644DC67-DAF3-4222-85A7-A95AB7DCFEE0 Page 16 of 16 STANDARD MERCHANT CASH ADVANCE AGREEMENT BANK INFORMATION Dear Merchant, We look forward to being your funding partner. You authorize CEDAR ADVANCE LLC to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below. CEDAR ADVANCE LLC will require viewing access to your bank account each business day. CEDAR ADVANCE LLC will also require viewing access to your bank account, prior to funding, as part of our underwriting process. Please fill out the form below with the information necessary to access your account. * Be sure to indicate capital or lower case letters. City Bank Name of bank: _____________________________________________________________________ AGSS Name of account: __________________________________________________________________ 081357896 294633 Account number: ________________________ Routing number: ________________________ NA Bank portal website: ________________________________________________________________ NA Username: _______________________________________________________________________ NA Password: ________________________________________________________________________ Dog Security Question/Answer 1: __________________________________________________________ CAT Security Question/Answer 2: __________________________________________________________ dogcat Security Question/Answer 3: __________________________________________________________ 1234567890 Any other information necessary to access your account: ____________________________________ If you have any questions please feel free to contact us directly at. I have read and agree to set forth above: ______________________________________________________________________ Name: Title: ____________________ Date: ______________
Exhibit 99.1
AMERIGUARD
SECURITY SERIVES, INC.
ACTION BY UNANIMOUS WRITTEN
CONSENT OF THE BOARD OF
DIRECTORS
In accordance with Nevada Revised Statutes of the State of Nevada, and the Bylaws of AmeriGuard Security Services, Inc., a Nevada corporation (the “Company”), the undersigned, constituting all of the members of the Company’s Board of Directors (the “Board”), hereby take the following actions and adopt the following resolutions by unanimous written consent with a meeting:
WHEREAS the Board of Directors of the Company voted and resolved that “the Board of Directors inform Mike Goossen that effective immediately his position in the company is being changed from CFO to Senior Controller, and that Jason Bovell will assume the title and responsibilities of CFO.”
WHEREAS, That the Officers of the Company are authorized to sign and deliver any agreement in the name of the Company and to otherwise obligate the Company in any respect relating to matters of the business of the Company that are approved by the Board of Directors and within budgets approved by the Board of the Company.
| 1. | Election and Appointment of Officers: |
RESOLVED: That the following persons are elected as an officers of the Company to the offices set forth opposite their respective name, to serve at the pleasure of the Board:
| Name | Title | ||
| Lawrence Garcia | Chief Executive Officer | ||
| Jason Bovell | Chief Financial Officer |
| 2 | Management of Fiscal Affairs |
RESOLVED: That the officers of the Company are authorized and directed, in their discretion, to select and designate from time to time one or more banks or other financial institutions as a depository of funds of the Company, and that the proper officers are authorized to open and maintain, in the name of the Company, a checking, savings, safe deposit, payroll or other account or accounts with said depository.
RESOLVED FURTHER: That the standard form of corporate banking or financial resolutions of such banks or financial institutions necessary to accomplish the foregoing resolution and showing the persons authorized to draw on such account, are approved and adopted as the resolutions of this Board, and the officers are authorized to execute, certify, and deliver a copy thereof to such banks or financial institutions as the resolutions of this Company.
[Signature Page Follows]
In accordance with the Company’s Bylaws, this action may be executed in writing, or consented to by electronic transmission, in any number of counterparts, each of which when so executed shall be deemed to be an original and all of which taken together shall constitute one and the same action.
| Dated: | December 7, 2023 | /s/ Douglas C Anderson | |
| Douglas C Anderson | |||
| Dated: | December 7, 2023 | /s/ Lawrence Garcia | |
| Lawrence Garcia | |||
| Dated: | December 7, 2023 | /s/ Russel Honoré | |
| Russel Honoré |