NMHI 8-K
Nature's Miracle Holding Inc. (NMHI)
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)
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(Commission File Number) | (IRS Employer Identification Number) |
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| (Address of registrant’s principal executive office) | (Zip code) |
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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 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
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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.
Stipulation of Settlement Agreement
On July 22, 2025, Nature’s Miracle Holding Inc. (the “Company”) entered into a Stipulation of Settlement Agreement with Funders App LLC dba Tenthly (“Factor K”), in connection with a complaint filed by Factor K on July 16, 2025, in Court in Monroe County, New York in relation to an outstanding balance of $100,588 after payments of $46,551 on its loan agreement with the Company, dated February 11, 2025. The total claimed amount is $129,463 plus interest from June 30, 2025 and attorney fees. Pursuant to the Stipulation of Settlement Agreement, each party agreed to a settlement amount and remittance schedule that commenced July 23, 2025. In the event of default on payments, Factor K may file a default judgement for the sum of $129,463.45 less remittances pursuant to the Stipulation of Settlement Agreement.
Settlement Agreement for Stay of Prosecution
On July 31, 2025, Webfunder LLC (“Factor I”) filed a Settlement Agreement for Stay of Prosecution in the Seventeenth Judicial Court in Broward County, Florida, pursuant to which the Company and Factor I agreed to a new payment schedule from August 5, 2025 to December 9, 2025 for a total amount of $186,572. The original loan referred to in the Settlement Agreement for Stay of Prosecution was a standard merchant cash advance settlement agreement dated December 12, 2024. There are remedies and other protective language for Factor I in the event of non-performance.
Settlement Agreement and Mutual Release
On August 1, 2025, the Company and Wave Advance, Inc. (“Factor L”) entered into a Settlement Agreement and Mutual Release that requires payments from August 5 to October 27, 2025, for an aggregate amount of $201,170. The original loan referred to in this Settlement Agreement was a Standard Merchant Cash Advance Settlement Agreement dated February 2, 2025. There are remedies and other protective language for Factor L in the event of non-performance.
Standstill Agreement
On August 6, 2025, the Company entered into a Standstill Agreement with MaximCash Solutions LLC (“MaximCash”). A complaint was previously filed on July 8, 2025 by MaximCash against the Company in the Third Judicial Court of Utah pertaining to the loan agreement dated December 30, 2024 (the “MaximCash Loan”), as a result of a failure to make the required repayment pursuant to the MaximCash Loan agreement. The claimed amount was $230,738 plus daily interest and attorney fees. On August 7, the Company wired $61,720 to MaximCash as partial payment.
The descriptions of the Stipulation of Settlement Agreement, the Settlement Agreement for Stay of Prosecution, the Settlement Agreement and Mutual Release, and the Standstill Agreement are qualified in their entirety by reference to the Stipulation of Settlement Agreement, the Settlement Agreement for Stay of Prosecution, the Settlement Agreement and Mutual Release, and the Standstill Agreement, copies of which are filed as Exhibits 10.1, 10.2, 10.3, and 10.4 hereto and are incorporated herein by reference.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 2.04.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Stipulation of Settlement Agreement, dated July 22, 2025, between the Company and Funders App LLC dba Tenthly. | |
| 10.2 | Settlement Agreement for Stay of Prosecution, dated July 31, 2025, between the Company and Webfunder LLC. | |
| 10.3 | Settlement Agreement and Mutual Release, dated August 1, 2025, between the Company and Wave Advance, Inc. | |
| 10.4 | Standstill Agreement, dated August 6, 2025, between the Company and MaximCash Solutions LLC. | |
| 104 | Cover Page Interactive Data File (formatted in Inline XBRL). |
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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.
Dated: August 14, 2025
| NATURE’S MIRACLE HOLDING INC. | ||
| By: | /s/ Tie (James) Li | |
| Name: | Tie (James) Li | |
| Title: | Chief Executive Officer | |
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Exhibit 10.1
STIPULATION OF SETTLEMENT PURSUANT TO CPLR 3215(i)
THIS STIPULATION OF SETTLEMENT (the “STIPULATION OF SETTLEMENT”) is entered into by and between FUNDERS APP LLC d/b/a TENTHLY (“Plaintiff”), on one hand, and VISIONTECH GROUP INC NATURE’S MIRACLE INC, THE FASHION FANTASIA COMPANY (collectively, the “Merchant”), and TIE LI (the “Guarantor” and together with Merchant the “Defendants”), on the other hand, on 7/22/2025 (the “Effective Date”).
Plaintiff and Seller entered into a Purchase Agreement on February 11, 2025 (the “Purchase Agreement”) pursuant to which Plaintiff purchased Fifteen percent (15%) % of the Seller’s total future receipts up to the sum of $147,000.00 (“Purchase Amount”) in exchange for a discounted upfront purchase price of $110,000.00 (the “Purchase Price”);
WHEREAS, pursuant to a Guaranty agreement (the “Guaranty” and together with the Purchase Agreement, the “Agreements”) that was contained in, or executed contemporaneously with the Purchase Agreement, the Guarantor guaranteed the Seller’s performance under the Purchase Agreement to Plaintiff in the event that Seller failed to perform.
WHEREAS, Defendants defaulted on their obligations to Plaintiff under the Agreements leaving an outstanding balance of purchased receipts in the amount of $100,588.45 (the “Outstanding Balance”)
WHEREAS, Plaintiff commenced an action against Defendants by the filing of a Summons and Complaint on July 16, 2025 asserting causes of action for breach of the Agreements by Defendants, in the New York State Supreme Court for the County of Monroe under Index Number E2025015602 (the “Action”) and alleging damages in the amount of $129,463.45 (“the Claim”);
WHEREAS, the parties seek to resolve the claims asserted in the Action pursuant to the terms of this Stipulation of Settlement.
NOW, THEREFORE, IT IS HEREBY STIPULATED AND AGREED BETWEEN THE PARTIES AS FOLLOWS:
1. Recitals. The Parties hereby acknowledge, consent and agree that the recitals contained above are true and accurate in all respects and form an integral part of this Stipulation of Settlement.
2. Settlement Amount and Remittance Schedule. The Defendants shall remit the sum of $129,463.45 (the “Settlement Amount”), which shall be remitted as follows:
| a. | On or before July 23, 2025, Merchant shall remit, via wire/ACH, the sum of $1,000.00. |
| b. | On or before July 29, 2025, Merchant shall remit, via wire to the account below, the sum of $10,000.00. |
| c. | On or before August 5, 2025, Merchant shall remit, via wire to the account below, the sum of $15,000.00. |
| d. | Beginning on or before August 12, 2025 and weekly thereafter, Merchant shall remit, via wire to the account below, the sum of $7,500.00 until Settlement Amount is remitted in full. |
| e. | In the event the remittance date falls on a holiday, Funders App shall debit on the preceding business day. |
| f. | Bank statements shall be submitted each month and remittance amount shall be adjusted as per financial statements. If financials are not timely and adequately provided, remittance amount shall be equal to the initial scheduled remittance as per the APFR. |
Remittances pursuant to this Agreement shall be made via wire to Funders App using the following account information:
Account Name:
Routing Number:
Account Number:
Bank Name:
Bank Address:
Ft. Lauderdale, FL 33308
| g. | All remittance required pursuant to this Agreement shall be made via wire transfer pursuant to wire transfer instructions that will be provided by Plaintiff’s attorney to Defendant’s attorney upon full execution of this Stipulation of Settlement. |
| h. | All funds liened shall be released in full to Funders App, and the held sum shall be applied to the Settlement Amount balance. By execution of this Agreement, the Defendants hereby authorizes the release of any and all held funds to Funders App. Defendants shall execute any direction letter required, if necessary, to authorize the release of such funds to Funders App. Upon full receipt of funds, Funders App shall issue a release on the specified account. |
3. Default Judgment pursuant to CPLR 3215(i). This Stipulation of Settlement shall be filed in the Action. In the event that the Defendants fail to make a settlement remittance by the due date set forth above, Plaintiff shall provide notice of default to the Defendants via email to [email protected] (a “Notice of Default”). The Defendants shall have two (2) days from the date that a Notice of Default is sent to cure the remittance default (a “Cure Period”). In the event that a settlement remittance is not made when due, or within an applicable Cure Period, the Defendants hereby acknowledge, consent and agree that the Plaintiff may file an application for a default judgment to the Monroe County Supreme Court Clerk in the Action pursuant to CPLR 3215(i) for the sum of the $129,463.45 less remittances made pursuant to this Agreement, plus the sum of 25% of the amount due at the time for attorneys’ fees based upon the standard contingency fee rates charged by collection lawyers to collect on judgments in this industry, plus interest at the rate of 9% per annum from the date of default to the date of entry of judgment. The Parties agree that it shall be sufficient for the entry of such default judgment for the Plaintiff’s attorney of record to submit an affirmation stating the amount remitted pursuant to this Stipulation of Settlement, the date of the default hereunder, the amount outstanding, and an amount for attorneys’ fees of to be included in the default judgment calculated as 25% of the amount due under this Stipulation of Settlement at the time of default. The Parties agree that the application to the Monroe County Supreme Court Clerk for a default judgment may be made without notice to the Defendants.
4. Withdrawal of Answer. N/A
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5. Release of Defendants. Upon the Defendants’ full performance of their obligations pursuant to this Stipulation of Settlement including, without limitation, the full payment of the Settlement Amount pursuant to Section 2 above, Plaintiff hereby releases and forever discharges the Defendants and their respective parents, divisions, subsidiaries, affiliates, related entities, representatives, successors, directors, officers, owners, agents, employees, insurance carriers, attorneys and assigns of and from any and all claims, counterclaims, demands, damages, debts, liabilities, accounts, actions, causes of action and suits, known or unknown, liquidated or contingent, arising from, which may arise in the future from, or which are related in any manner to the Action or the underlying Agreements, including any claims that were or could have been asserted, other than the obligations of the Defendants under this Stipulation of Settlement. All liens shall be rescinded, and accounts released, only upon full performance of Defendant’s obligations pursuant to this Stipulation Agreement.
6. Release of Plaintiff. Upon the Effective Date, the Defendants for themselves and on behalf of all parents, divisions, subsidiaries, affiliates, related entities, representatives, successors, directors, officers, owners, agents, employees, insurance carriers, attorneys and assigns, hereby releases and forever discharges Plaintiff and its respective parents, divisions, subsidiaries, affiliates, related entities, representatives, successors, directors, officers, owners, agents, employees, insurance carriers, attorneys and assigns of and from any and all claims, counterclaims, demands, damages, debts, liabilities, accounts, actions, causes of action and suits, known or unknown, liquidated or contingent, arising from, which may arise in the future from, or which are related in any manner to the Action or the underlying Agreements, including any claims that were or could have been asserted, other than Plaintiff’s obligations under this Settlement Agreement.
7. Representation by Counsel. The Parties hereby acknowledge, consent and agree that each of them have been represented by counsel in the negotiation and execution of this Stipulation of Settlement.
8. Consent to Jurisdiction. This Stipulation of Settlement shall be governed by and construed exclusively in accordance with the laws of the State of New York, without regards to any applicable principles of conflicts of law. The Defendants irrevocably submit to the exclusive jurisdiction of the New York State Supreme Court, for any disputes arising out of the terms of this Agreement, agree that the Forum is convenient and hereby waive any and all objections based upon jurisdiction in, or convenience of, the Forum.
9. Modifications; Agreements. No modification, amendment, waiver or consent of any provision of this Stipulation of Settlement shall be effective unless the same shall be in writing and signed by all Parties.
10. Assignment. Plaintiff may assign, transfer or sell its rights or delegate its duties hereunder, either in whole or in part upon the written consent of the Defendants. The Defendants shall not assign its rights or obligations under this Stipulation of Settlement without first obtaining Plaintiff’s written consent.
11. Waiver Remedies. No failure on the part of Plaintiff to exercise, and no delay in exercising, any right under this Stipulation of Settlement, 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.
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12. Authorization. The parties that are signing this Stipulation of Settlement on behalf of the limited liability companies or corporations in their representative capacities hereby represent and warrant that they are authorized to bind those entities.
13. Binding Effect. This Stipulation of Settlement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.
14. JURY WAIVER. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN ANY COURT IN ANY SUIT, ACTION OR PROCEEDING ON ANY MATTER ARISING IN CONNECTION WITH OR IN ANY WAY RELATED TO THIS STIPULATION OF SETTLEMENT, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. THE PARTIES 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.
15. Severability. In case any of the provisions in this Stipulation of Settlement are 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. Any provision of this Stipulation of Settlement that may be found by a court having jurisdiction to be prohibited by law shall be ineffective only to the extent of such prohibition without invalidating the remaining provisions hereof.
16. Entire Agreement. This Stipulation of Settlement embodies the entire agreement between the Defendants and Plaintiff and supersedes all prior agreements and understandings relating to the subject matter hereof.
THE UNDERSIGNED REPRESENT AND WARRANT THAT THEY HAVE READ THIS STIPULATED SETTLEMENT AGREEMENT IN ITS ENTIRETY AND HAVE THE FULL CAPACITY, POWER, AND AUTHORITY TO MAKE THIS AGREEMENT AS SET FORTH ABOVE, AND THAT NO OTHER REPRESENTATIONS OR INDUCEMENTS APART FROM THIS STIPULATED SETTLEMENT AGREEMENT, EITHER WRITTEN OR ORAL, HAVE BEEN MADE.
IN WITNESS WHEREOF, the Parties are executing this Stipulation of Settlement as of the Effective Date set forth above.
*Signature Page to Follow*
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| “VISIONTECH GROUP INC” | “TIE LI” | |||
| X | /s/ Tie Li | X | /s/ Tie Li | |
| Name: | TIE LI, as authorized signer on behalf of the Merchants referenced above | TIE LI, Individually | ||
| “PLAINTIFF” | |||
| FUNDERS APP LLC d/b/a TENTHLY | |||
| “PLAINTIFF” | |||
| X |  | ||
| Name: | |||
| Title: | Authorized Representative | ||
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Authorization to Release
RE: VISIONTECH GROUP INC
EIN: 82-0864230
TIE LI
SS:
This letter of direction is sent as you are an Account Debtor of VISIONTECH GROUP INC, EIN: 82-0864230, TIE LI (collectively, the “Merchant”) due to your ongoing business relationship with the Merchant.
Please allow this letter to serve as an official request to remit all funds held in the merchant’s account to FUNDERS APP LLC using the payment method below.
Once funds are remitted and proof of transaction has been sent to the hold on the account may be released.
Please comply with the above immediately and feel free to contact us if you have any questions regarding this letter. I thank you in advance for your anticipated cooperation in this matter.
Check by Mail:
Attn:
Funders App LLC
3323 NE 163rd Street, Suite 404
North Miami Beach, FL 33160
Ref: VISIONTECH GROUP INC
| AUTHORIZED AND APPROVED | ||
| x | /s/ Tie Li | |
| TIE LI | ||
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ACH AUTHORIZATION
Enter Your Details
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Exhibit 10.2
IN THE CIRCUIT COURT OF THE SEVENTEENTH
JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA
CIVIL DIVISION
|
WEBFUNDER LLC,
Plaintiff,
v.
VISIONTECH GROUP INC. D/B/A EFINITY, THE FASHION FANTASIA COMPANY, NATURE’S MIRACLE (CALIFORNIA), INC., HYDROMAN, INC., HYDROMAN ELECTRIC CORPORATION and TIE LI, Defendants. |
CASE NO.: CACE-25-010596 |
SETTLEMENT AGREEMENT FOR STAY OF PROSECUTION
THIS STIPULATION OF SETTLEMENT (the “Settlement Stipulation”) is entered into as of July 31, 2025 (the “Execution Date”), by and between WEBFUNDER LLC (the “Plaintiff”) and TIE LI (the “Guarantor”) for the benefit of VISIONTECH GROUP INC. D/B/A EFINITY, THE FASHION FANTASIA COMPANY, NATURE’S MIRACLE (CALIFORNIA), INC., HYDROMAN, INC., and HYDROMAN ELECTRIC CORPORATION (the “Company Defendants” collectively “Defendants” and together with the Plaintiff, the “Parties”).
WHEREAS, the employment of counsel on behalf of the Company Defendants is at the Guarantor’s discretion.
WHEREAS, Plaintiff and Guarantor intend to resolve the underlying dispute between the Parties by the terms of this settlement Agreement (the “Settlement Agreement”).
WHEREAS, Plaintiff and Guarantor Agree to the entry of an Order by the Court enforcing the terms of this Settlement Agreement, the proposed form of which is attached hereto as Exhibit 1.
WHEREAS, Plaintiff and Guarantor agree that in the event of Guarantor’s default on the Settlement Agreement Plaintiff may submit the joint stipulation, the proposed form of which is attached hereto as Exhibit 2, for entry of default and to move the court for final judgment as to all Defendants.
NOW, THEREFORE, Plaintiff and Guarantor, by the signatures below, stipulate that:
1. Timely Payment is of the Essence to this Agreement – Guarantor agrees to pay $186,572.41 (the “Settlement Payment”) or to cause Settlement Payment to be paid by Company Defendants to Plaintiff, and Plaintiff agrees to accept the Settlement Payment, as settlement in full of Plaintiff’s claims against the Defendants. The Settlement Payment shall be split into nineteen (19) weekly installments. Weekly installments of $10,000.00 shall commence on August 5, 2025, to December 2, 2025, followed by a final installment of $6,572.41 on December 9, 2025, with each payment due on Tuesday of each week (the “Scheduled Payments”), as follows:
| Date of Payment | Method
of Payment |
Payment Amount |
| On or before Tuesday,
August 5, 2025, to December 2, 2025 (18 Weekly Payments) |
Wire Transfer | $10,000.00 |
| On
or before Tuesday, December 9, 2025 (Final Payment) |
Wire Transfer | $6,572.41 |
which shall be wired to:
Bank Name: JP Morgan Chase
Account Name: Lieberman and Klestzick, LLP, IOLTA Account
Address: 381 Sunrise Highway, Suite 302, Lynbrook, NY 11563
Account Number: 598607205
Routing Number: 021000021
2. Forbearance of Plaintiff’s Remedies & Stay of Litigation – Upon receipt and settlement of the first payment and so long as Guarantor is not in default of this Agreement, Plaintiff agrees to (a) stay any further legal action in this case, and (b) forebear from taking any actions on Defendants’ accounts it may otherwise be entitled to.
3. Default of Settlement and No Right to Cure – If Defendants fail to timely make any payment, or portion thereof, of the Settlement Payment in accordance with Section 1 above of this Settlement Agreement, then Defendants shall be deemed to have defaulted under the terms of this Settlement Agreement. Defendants expressly agree that they will have no right to cure any missed payments and Plaintiff, without providing notice to the Defendants, may choose to enforce all rights afforded to it under this Settlement Agreement, including, but not limited to, the rights delineated in Section 4, 5, and 6 below.
4. Remedies for Defendants’ Breach – In the event of Defendants’ failure to make a timely payment under this Settlement Agreement, such late payment shall be a default. Under this Settlement Agreement, any default on Defendants’ behalf shall be deemed a material breach of this Settlement Agreement. Additionally, in the event of Defendants’ default hereunder, Plaintiff may nevertheless elect to accept any late payment without giving up any future rights to initiate litigation for breach of the Settlement Agreement. For the avoidance of doubt, failure or delay of the Plaintiff in exercising any right or remedy under this Settlement Agreement will not operate as a waiver thereof. The express waiver by Plaintiff of a breach of any provision of this Settlement Agreement by Defendants shall not operate or be construed as a waiver of any subsequent breach by Defendants. No waiver will be effective unless and until it is in written form and signed by an authorized representative of Plaintiff.
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5. Liquidated Damages – In the event of a material breach of this Settlement Agreement by Defendant(s), the Parties agree that liquidated damages shall be adequate to make Plaintiff whole. The Parties acknowledge liquidated damages consisting of the Settlement Payment balance; plus an industry standard 25% contingency fee for legal collections. This calculation is reflective of the intent of the original transaction and adequately compensates Plaintiff for the additional harm caused by Plaintiff detrimentally relying on Defendants’ performance under the Settlement Agreement.
6. Default and Judgment – In the event of Guarantor’s default under this stipulated Agreement, Plaintiff shall have the immediate right to proceed to submit the joint stipulation for default and final judgment attached as an Exhibit to this Agreement against the Guarantor for the balance owed, and as to the Company Defendants to apply for entry of a default and to move for final judgment pursuant to Fla. R. Civ. P. 1.500. Such application for entry of a final judgment against the Guarantor will include an affidavit or affirmation specifying the default and the amount of the unpaid balance of the Settlement Payment, as stated in the recitals to this Agreement. Additionally, in the event of a default hereunder, Plaintiff may nevertheless elect to accept any late payment without giving up any future rights to initiate litigation for breach of the Settlement Agreement. For the avoidance of doubt, failure or delay of the Plaintiff in exercising any right or remedy under this Settlement Agreement will not operate as a waiver thereof. The express waiver by Plaintiff of a breach of any provision of this Settlement Agreement shall not operate or be construed as a waiver of any subsequent breach. No waiver will be effective unless and until it is in written form and signed by an authorized representative of Plaintiff.
7. Attorneys’ Fees – In any litigation or dispute arising from this Settlement Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees from the non-prevailing party, in addition to the rights of Plaintiff delineated in Section 5 above.
8. UCC Release – Upon Creditor’s receipt of the entire Settlement Payment, Creditor shall, within ten (10) business days: file a UCC-3 Termination with the Secretary of State in Merchant’s state of organization and/or Principal’s domicile terminating any and all UCC-1 Financing Statements in favor of Creditor.
9. Additional Financing – During the term of this Settlement Agreement, Defendants shall not enter into with any other party any arrangement, agreement, or commitment that relates to or involves any financing of the business that involves the granting of any collateral of the Company Defendants without the prior written consent of Plaintiff.
10. Incorporation by Reference - The Choice of Law, Forum Selection, Arbitration, Process Service, and Jury Trial Waiver provisions contained in the underlying Agreement/Contract are incorporated by reference into this Settlement Agreement as if fully set forth herein. This Settlement Agreement fully and finally settles any claims against the Guarantor arising from the breach of the underlying guaranty; provided, however, that upon any breach of this Settlement Agreement, the Guarantor’s liability under the original guaranty shall be automatically reinstated and enforceable.
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11. Non-Circumvention – As additional consideration of the Settlement Payment, it is further acknowledged and agreed that the Defendants are hereby agreeing to take no action to circumvent, avoid, bypass, or obviate, directly or indirectly, the intent of this Settlement Agreement and Defendants’ obligations hereunder through any transaction, transfer, pledge, agreement, recapitalization, loan, lease, assignment, or otherwise.
12. Mutual Releases – Upon execution of this Settlement Agreement, Defendants for themselves and on behalf of all parents, divisions, subsidiaries, affiliates, related entities, representatives, successors, directors, officers, owners, agents, employees, insurance carriers, attorneys and assigns (together, the “Defendant Group”), shall release and forever discharge Plaintiff and each of its past and present parents, divisions, subsidiaries, affiliates, related entities, representatives, successors, directors, officers, owners, agents, employees, insurance carriers, attorneys and assigns (together, the “Plaintiff Group”) from any and all claims, demands, causes of action, obligations, damages and liabilities of any nature whatsoever, whether in law or equity, whether known or unknown, whether disclosed or undisclosed, whether anticipated or unanticipated, whether asserted or unasserted, whether direct or indirect, whether contingent or liquidated, that Defendants or the Defendant Group ever had or now has, or may claim to have against the Plaintiff Group. Upon Plaintiff’s receipt of the full Settlement Payment (unless Defendants default under the Settlement Agreement and Plaintiff pursues its rights as set forth in Section 4 and 5 above), Plaintiff and Plaintiff Group shall release and forever discharge Defendants and the Defendant Group from any and all claims, defenses, demands, causes of action, obligations, damages and liabilities of any nature whatsoever, whether in law or equity, whether known or unknown, whether disclosed or undisclosed, whether anticipated or unanticipated, whether asserted or unasserted, whether direct or indirect, whether contingent or liquidated, that Plaintiff or of its successors or assigns ever had or now has, or may claim to have against Defendant or the Defendant Group.
13. Jurisdiction – Guarantor consents to the retention of case jurisdiction of the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida over any litigation arising from or connected with this Settlement Agreement.
14. Dismissal of the Pending Litigation – Upon Plaintiff’s receipt of Final Payment in accordance with Section 1 above of this Settlement Agreement, Plaintiff shall voluntary dismiss with prejudice the action before the Circuit Court of the Seventeenth Judicial Circuit, in and for Broward County, Florida; CASE NO.: CACE-25-010596, expressly reserving jurisdiction for the Court to enforce the terms of this Settlement Agreement pursuant to paragraph 13.
15. Severability – The provisions of this Settlement Agreement are severable and the invalidity or unenforceability of any provision of this Settlement Agreement shall not affect the validity or enforceability of any other provision. In the event that any provision of this Settlement Agreement (or portion thereof) is determined by a court of competent jurisdiction to be unenforceable, void, voidable or unenforceable, as drafted by virtue of the scope, duration, extent, or character of any obligation contained therein, the Parties acknowledge that such provisions (or portion thereof) shall not affect any other term or provision of this Settlement Agreement.
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16. Amendments – This Settlement Agreement represents the full, complete and entire agreement between the Parties and may not be modified, supplemented, or amended except by written Amendment to this stipulated Settlement Agreement executed by all of the Parties hereto.
17. Execution – This Settlement Agreement may be executed in multiple counterparts, and each of such counterparts so executed shall be deemed an original. All such counterparts together shall be deemed to constitute one (1) final Settlement Agreement as if signed by all Parties hereto. A telecopy or facsimile transmission of a signed counterpart of this Settlement Agreement shall be sufficient to bind the Parties whose signatures appear thereon.
18. Joint and Several Liability - The obligations of all Defendants hereunder shall be joint and several, such that each Defendant, whether corporate or individual, is fully liable for the total outstanding balance of the Settlement Payment in the event of any default. In the event of a default under this Settlement Agreement, the full remaining balance, including any accrued interest, attorneys’ fees, and costs, shall immediately become due and payable by all Defendants, jointly and severally, without the need for any further notice, demand, or condition. Each individual Defendant expressly waives any requirement that the Plaintiff first seek payment from the Company Defendants or any other party before enforcing liability against such individual Defendant. The liability of each individual Defendant is co-extensive with that of the Company Defendant, meaning that each such person is liable to the same extent for any breach, and this personal obligation shall not be affected by the discharge, modification, or settlement of the company’s liability, including in bankruptcy, restructuring, or any other agreement. No compromise, extension, or waiver of any obligation of a Company Defendant shall release or diminish the obligations of the individual Defendants under this Settlement Agreement. This obligation is absolute, continuing, and unconditional until the Settlement Payment is paid in full.
19. Authority – The persons acting on behalf of the corporate entity hereto represent and warrant that said person has the complete and full authority/authorization to execute this Settlement Agreement on behalf of the respective entity.
20. Attorney Review – The Parties acknowledge they had ample time to consult with an attorney of their choosing with respect to the terms of this Settlement Agreement and that no provision thereof shall be interpreted for or against another Party because that party’s attorney drafted such provision.
21. Facsimile Acceptance – Facsimile signatures and/or via Portable Digital Format (PDF) shall be deemed acceptable for all purposes.
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IN WITNESS WHEREOF the Parties have executed this Settlement Agreement as of the date set forth above.
| AGREED AND ACCEPTED: | ||
| WEBFUNDER LLC, | ||
| By: | ||
| Name: | ||
| Title: | ||
| STATE OF | ||
| COUNTY OF |
Sworn to or affirmed and signed before me on _________________by _________________.
| NOTARY PUBLIC OR DEPUTY CLERK | |
| [Print, type, or stamp commissioned name of notary or deputy clerk.] |
| _______ | Personally known |
| _______ | Produced identification |
| Type of identification produced_________________________ |
TIE LI, individually
| By: | /s/ Tie Li | |
| STATE OF Texas | ||
| COUNTY OF Parker | ||
Sworn to or affirmed and signed before me on 08/01/2025 by /s/ Tie Li .
|
|
/S/ Pelard Faustin | |
| NOTARY PUBLIC OR DEPUTY CLERK | ||
| Pelard Faustin | ||
| [Print, type, or stamp commissioned name of notary or deputy clerk.] |
Personally known
☒ Produced identification
Type of identification produced DRIVER LICENSE
Electronically signed and notarized online using the Proof platform.
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EXHIBIT 1
7
IN THE CIRCUIT COURT OF THE SEVENTEENTH
JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA
CIVIL DIVISION
|
WEBFUNDER LLC, Plaintiff,
v.
VISIONTECH GROUP INC. D/B/A EFINITY, THE FASHION FANTASIA COMPANY, NATURE’S MIRACLE (CALIFORNIA), INC., HYDROMAN, INC., HYDROMAN ELECTRIC CORPORATION and TIE LI, Defendants. |
CASE NO.: CACE-25-010596 |
ORDER APPROVING SETTLEMENT
Before the Court is a settlement agreement filed with the Clerk on , 2025, entered between Plaintiff and Defendant, TIE LI. In lieu of appearing on his own behalf or hiring an attorney to appear for the Company Defendants, the Parties have agreed Plaintiff shall stay its prosecution of the case pursuant to the terms of the settlement. Plaintiff may move the Court for default judgment upon its breach. This case is hereby DISMISSED with the Court retaining jurisdiction to enforce the terms of settlement, including any issue of attorney fees and costs.
DONE AND ORDERED in Chambers at Broward County, Florida on .
COUNTY COURT JUDGE
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EXHIBIT 2
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IN THE CIRCUIT COURT OF THE SEVENTEENTH
JUDICIAL CIRCUIT
IN AND FOR BROWARD COUNTY, FLORIDA
CIVIL DIVISION
|
WEBFUNDER LLC,
Plaintiff,
v.
VISIONTECH GROUP INC. D/B/A EFINITY, THE FASHION FANTASIA COMPANY, NATURE’S MIRACLE (CALIFORNIA), INC., HYDROMAN, INC., HYDROMAN ELECTRIC CORPORATION and TIE LI, Defendants. |
CASE NO.: CACE-25-010596 |
STIPULATION FOR D E F A U L T A N D F I N A L JUDGMENT
Pursuant to the Settlement Agreement for Stay of Prosecution dated , 2025, WEBFUNDER LLC and TIE LI hereto file this Joint Stipulation and agree as follows. If Defendant, TIE LI, shall default in payment hereunder, Plaintiff shall be entitled to e n t r y o f d e f a u l t a n d t o m o v e f o r judgment, execution, costs, and interest in accordance with Section 55.03, Florida Statutes after submission of written application and affidavit of non-payment to the court, without notice:
| 1. | That Defendant, TIE LI, acknowledges his/her indebtedness to the Plaintiff on the Future Receivables Sale and Purchase Agreement dated December 12, 2024, in the sum of $186,572.41 and breached June 22, 2025. |
| 2. | That Defendant, TIE LI, consents to the entry of a Final Judgment against him/her for the balance remaining on the Stipulated Settlement Agreement for the Stay of Prosecution of the aforementioned debt including interest, fees, and costs thereon. |
Dated this 1st day of August , 2025.
| /s/ TIE LI | ||
| Attorney for Plaintiff | TIE LI | |
| Abraham Jacob Jeger | ||
| /s/ TIE LI | ||
| Plaintiff Signature | Defendant Signature |
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Exhibit 10.3
SETTLEMENT AGREEMENT AND MUTUAL RELEASE
This Settlement Agreement and Mutual Release (this “Agreement”) is entered into on August 1, 2025 (the “Effective Date”) between Visiontech Group Inc., Nature’s Miracle Holding, Inc., Natures Miracle, Inc., Natures Miracle California, Inc., Hydroman, Inc., Hydroman Electric Corporation, NM Rebate, Inc., NM Data Inc., and Tie LI (individually and collectively, “Merchants”) on one hand, and Wave Advance, Inc. (“Wave”) on the other hand. Merchants and Wave are sometimes hereinafter referred to individually as a “Party” or collectively referred to as the “Parties.”
WHEREAS, the Parties entered into a Standard Merchant Cash Advance Settlement Agreement, dated February 2, 2025 (the “MCA Agreement”);
WHEREAS, a dispute has arisen as to the Parties’ respective rights and obligations under the MCA Agreement; and
WHEREAS, the Parties wish to resolve all disputes between them.
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1. The Settlement Amount. Merchants will pay $201,170.00 (the “Settlement Amount”) to Wave as follows:
|
Payment Number |
Payment Date | Payment Amount |
| 1 | August 5, 2025 | $18,000.00 |
| 2 | August 11, 2025 | $18,000.00 |
| 3 | August 18, 2025 | $18,000.00 |
| 4 | August 25, 2025 | $18,000.00 |
| 5 | September 2, 2025 | $18,000.00 |
| 6 | September 8, 2025 | $18,000.00 |
| 7 | September 15, 2025 | $18,000.00 |
| 8 | September 22, 2025 | $18,000.00 |
| 9 | September 29, 2025 | $18,000.00 |
| 10 | October 14, 2025 | $18,000.00 |
| 11 | October 20, 2025 | $18,000.00 |
| 12 | October 27, 2025 | $3,170.00 |
2. Automatic Debts. Merchants hereby authorize Wave to collect the Settlement Amount via ACH debit from the account listed below:
| Financial Institution: | |
| Account Name: | Visiontech Group, Inc. |
| Routing Number: | |
| Account Number: |
If for any reason, Wave’s attempt to debit the full amount of any payment due pursuant to this Agreement from the above-referenced account ( ) is unsuccessful, Merchants hereby authorize Wave to collect the Settlement Amount via ACH debit from the following account:
| Financial Institution: | |
| Account Name: | Visiontech Group, Inc. |
| Routing Number: | |
| Account Number: |
3. Default. In the event Merchants fail to make any payment as required by this Agreement or otherwise default hereunder, then Wave will be entitled to pursue judgment against Merchants, jointly and severally, in the sum of the Settlement Amount, minus any payment made under this Agreement, but plus interest at a rate of 18% per annum (or the maximum amount permitted by law if less) from date of default. Any money judgment obtained by Wave against Merchants in relation to this Agreement will accrue post-judgment interest at a rate of 18% per annum (or the maximum amount permitted by law if less), which rate will govern over the statutory rate up until actual satisfaction of the judgment.
4. Releases.
4.1. Merchants’ Release. Merchants, together with their affiliates, parents, subsidiaries, officers, employees, directors, shareholders, members, partners, agents, representatives, administrators, attorneys, predecessors, successors and assigns, hereby unconditionally and irrevocably release and discharge Wave and its affiliates, parents, subsidiaries, officers, employees, directors, shareholders, members, partners, agents, representatives, administrators, attorneys, predecessors, successors, and assigns, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, controversies, agreements, contracts, variances, trespasses, damages, judgments, extensions, executions, claims, proceedings and demands whatsoever, in law, admiralty or equity and whether based on any state law, federal law, foreign law or common law right of action or otherwise, whether before a court or any other body or otherwise, whether now known or unknown, suspected or unsuspected, from the beginning of the world to the Effective Date, that have arisen, could have arisen, or could arise between them.
4.2. Wave Release. Wave together with its affiliates, parents, subsidiaries, officers, employees, directors, shareholders, members, partners, agents, representatives, administrators, attorneys, predecessors, successors and assigns, hereby unconditionally and irrevocably releases and discharges Merchants and their affiliates, parents, subsidiaries, officers, employees, directors, shareholders, members, partners, agents, representatives, administrators, attorneys, predecessors, successors, and assigns, from all actions, causes of action, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, specialties, controversies, agreements, contracts, variances, trespasses, damages, judgments, extensions, executions, claims, proceedings and demands whatsoever, in law, admiralty or equity and whether based on any state law, federal law, foreign law or common law right of action or otherwise, whether before a court or any other body or otherwise, whether now known or unknown, suspected or unsuspected, from the beginning of the world to the Effective Date, that have arisen, could have arisen, or could arise between them.
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4.3. Advice of Counsel. The Parties expressly acknowledge that they have had the opportunity to be advised by counsel of the contents and effect of the releases included in this Agreement. The Parties further acknowledge (a) the risk that they may later discover facts which, had such facts been known, would have affected their willingness to enter into this Agreement, and (b) that notwithstanding such risk and possibility, the Parties wish to execute the general releases and waivers in this Agreement.
4.4. Certain obligations not released. Nothing herein shall release a Party hereto from its obligation to perform the terms, conditions, covenants, and promises of this Agreement, or from any claim, loss, cause of action, cost, expense, attorney’s fees, damages, or liability that arises out of the breach of any obligation imposed by this Agreement.
5. Bankruptcy. If any of Merchants files for bankruptcy protection or an involuntary bankruptcy is commenced against any of Merchants prior to full payment of the Settlement Amount, such that any of the payments herein are deemed to have been made or cleared during the 90-day period for avoiding preferential transfers, then Wave will have the right to: (a) file a proof of claim for the sum of the Settlement Amount, minus any payment made under this Agreement, but plus interest at a rate of 18% per annum (or the maximum amount permitted by law if less) from date of default or date of bankruptcy filing (whichever is earlier) and for any amounts that may be subject to avoidance; and (b) file an action to declare the amounts due hereunder to be non-dischargeable by reason of fraud and/or any other basis allowable by the bankruptcy code, notwithstanding any settlement in this action. In such instance, Merchants will reserve all defenses available to them with respect to the non-discharge action.
6. Security Interest. To secure Merchants’ performance of their obligations to Wave under this Agreement, Merchants acknowledge and agree that, notwithstanding anything in this Agreement, all UCC-1 Financing Statement(s) previous filed by Wave pursuant to the MCA Agreement, and the corresponding security interests, will remain in full force and effect, and Wave will have full rights of enforcement, until Merchants’ obligations to Wave under this Agreement are satisfied in full.
For the avoidance of doubt, Merchants agree and acknowledge that, in the event Merchants fail to make any payment as required by this Agreement or otherwise default hereunder, Wave will have the right, without waiving any of its rights and remedies and without notice to Merchants, to notify Merchants’ credit card and/or check processors and account debtors of Merchants’ breach of this Agreement and to direct such credit card processors and account debtors to make payment to Wave of all or any portion of the amounts received by such credit card processor and account debtors on behalf of Merchants. Merchants hereby grant to Wave an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoint Wave and Wave’s representative as Merchants’ attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processors and account debtors to make payment to Wave as contemplated by this Section 6.
7. UCC-1 Termination. If Merchants perform fully under this Agreement without default, then Wave will, within seven (7) days of Merchants’ full performance, terminate all UCC-1 Financing Statement(s) filed by Wave in connection with the MCA Agreement, and Merchants will have no further obligations to Wave under this Agreement.
8. Representations and Warranties. Each Party represents and warrants that:
| (a) | the person executing this Agreement on its behalf is authorized to do so; |
| (b) | they (i) have interest in, and ownership of, the claims being released sufficient to grant the releases of those claims as contemplated hereby, and (ii) have not assigned the claims, issues, causes of action, or other matters alleged or released and discharged by this Agreement; |
| (c) | this Agreement is executed without duress and, except as stated herein, without reliance upon any statement, inducement, or representation of any of the Parties or their respective representatives concerning the nature and extent of any damages or injuries and/or legal liability; and |
| (d) | as of the Effective Date, the Parties have no rights under any agreements between them (other than this Agreement) with respect to each other. |
9. Expenses and Fees. Except as otherwise provided for in this Agreement, each Party will pay and be solely responsible for all of the fees, expenses and disbursements of it and its respective agents, representatives and counsel in connection with this Agreement and the settlement contemplated hereby.
10. No Admission of Liability. The Parties agree that this Agreement shall not be deemed or construed to be an admission or evidence of any violation of any statute or law or of any liability or wrongdoing.
11. Binding Effect. The Agreement is binding upon, and shall inure to the benefit of, the Parties hereto and their respective heirs, executors, administrators, successors, and assigns.
12. Entire Agreement. This Agreement constitutes the entire agreement of the Parties with regard to the matters set forth herein and supersedes all prior agreements and undertakings, both written and oral, among the Parties with respect to this Agreement.
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13. Severability and Interpretation.
13.1. If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, void or unenforceable, such provision shall have no effect; however, the remaining provisions shall be enforced to the maximum extent possible; provided, however, if the release and/or covenant not to sue contained herein is deemed to be illegal, void or unenforceable, the Parties agree to enter into a valid release and/or covenant not to sue. Further, if a court of competent jurisdiction should determine that any portion of this Agreement is overbroad or unreasonable, such provision shall be given effect to the maximum extent permitted by law by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable.
13.2. Should any provision of this Agreement require interpretation or construction, it is agreed by the Parties that the entity interpreting or constructing this Agreement shall not apply a presumption against one Party by reason of the rule of construction that a document is to be construed more strictly against the Party who prepared the document.
14. Governing Law. This Agreement, and any and all disputes arising out of or relating in any way to this Agreement, including but not limited to its negotiation and execution, shall be governed by, and construed in accordance with, the laws of the State of Florida applicable to contracts executed in and to be performed entirely within such State without giving effect to any such laws that would give application to the laws of any other jurisdiction.
15. Confidential, Binding Arbitration.
15.1. Any action or dispute, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving Wave on one side and any Merchant 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 before a single arbitrator in Miami, Florida. The arbitration shall be administered by and pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. The arbitrator shall apply Florida law to the merits of any dispute or claims, without reference to the rules of conflicts of law applicable therein. Judgment upon any award may be entered in any court having jurisdiction. Any legal fees and costs incurred in the enforcement of the arbitration award shall be paid by the party against whom enforcement is sought.
15.2. No discovery shall be taken in support of the arbitration, although each side shall exchange such documents and other information (a) as may be required by this Agreement; and (b) that the side intends to introduce at the arbitration hearing. In addition, each side shall exchange such additional information as may be directed by the arbitrator, either on his/her own motion or on application of any party for good cause shown.
15.3. The arbitral award (the “Award”) shall be (a) rendered within 120 days after the arbitrator’s acceptance of his or her appointment; (b) delivered in writing; (c) the sole and exclusive final and binding remedy with respect to the dispute between and among the parties without the possibility of challenge or appeal, which are hereby waived; and (d) accompanied by a form of judgment. The Award shall be deemed an award of the United States, the relationship between the parties shall be deemed commercial in nature, and any dispute arbitrated pursuant to this Agreement shall be deemed commercial. The arbitrator shall have the authority to grant any equitable or legal remedies, including, without limitation, entering preliminary or permanent injunctive relief.
15.4. The Parties agree that, subject to any non-waivable disclosure obligations under federal law, the arbitration, and all matters relating thereto or arising thereunder, including, without limitation, the existence of the dispute, the arbitration and all of its elements (including any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and any decision of the arbitrator or Award), shall be kept strictly confidential, and each Party hereby agrees that such information shall not be disclosed beyond: (a) the arbitrator and necessary support personnel; (b) the participants in the arbitration; (c) those assisting the Parties in the preparation or presentation of the arbitration; and (d) other employees or agents of the Parties with a need to know such information. In all events, the Parties shall treat information pertaining to the arbitration with the same care that they treat their most valuable proprietary secrets. In the event that federal law imposes upon any Party an obligation to disclose the fact of the arbitration or the nature of the claims or counterclaims asserted, such Party or Parties shall disclose no more than the minimum information required by law after first consulting with and attempting in good faith to reach agreement with the opposing Party or Parties regarding the scope and content of any such required disclosure.
Notwithstanding any provisions of this Agreement, or any statute protecting the confidentiality of the arbitration and proceedings taken in connection therewith, in the event that either of the Parties is required to defend themselves in response to later proceedings instituted by the other in any court, relating to matters decided in the arbitration, such Party shall be relieved of any obligation to hold confidential the arbitration and its proceedings in order to submit, confidentially if and to the extent possible, sufficient information to such court to allow it to determine whether the doctrines of res judicata, collateral estoppel, bar by judgment, or other similar doctrines apply to such subsequent proceedings.
15.5. Any Party that prevails in arbitration or other legal proceeding arising out of this Agreement shall be entitled to recover reasonable attorney’s fees and costs, including administrative and filing fees, arbitrator compensation, and expert witness fees.
16. Miscellaneous.
16.1. No modification or amendment to this Agreement shall be binding unless it is in writing and signed by the person sought to be charged.
16.2. This Agreement may be executed in multiple counterparts and any Party hereto may execute any such counterpart, each of which when executed and delivered shall be deemed to be an original and all counterparts taken together shall constitute but one and the same instrument. For purposes of this Agreement, facsimile signatures shall be deemed originals.
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IN WITNESS WHEREOF, the Parties hereto have set their hand as of the date and place stated below.
| MERCHANTS: | ||
| /s/ Tie LI | Dated: | 08/01/2025 |
| Tie LI |
| Visiontech Group Inc. | |||
| By: | /s/ Tie Li | Dated: | 08/01/2025 |
| Tie Li, Authorized Signatory | |||
| Nature’s Miracle Holding, Inc. | |||
| By: | /s/ Tie Li | Dated: | 08/01/2025 |
| Tie Li, Authorized Signatory | |||
| Natures Miracle, Inc. | |||
| By: | /s/ Tie Li | Dated: | 08/01/2025 |
| Tie LI, Authorized Signatory | |||
| Natures Miracle California, Inc. | |||
| By: | /s/ Tie Li | Dated: | 08/01/2025 |
| Tie LI, Authorized Signatory | |||
| Hydroman, Inc. | |||
| By: | /s/ Tie Li | Dated: | 08/01/2025 |
| Tie LI, Authorized Signatory | |||
| Hydroman Electric Corporation | |||
| By: | /s/ Tie Li | Dated: | 08/01/2025 |
| Tie LI, Authorized Signatory | |||
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| nm rebate, inc. | |||
| By: | /s/ Tie Li | Dated: | 08 / 01 / 2025 |
| Tie LI, Authorized Signatory | |||
| NM Data Inc. | |||
| By: | /s/ Tie Li | Dated: | 08 / 01 / 2025 |
| Tie LI, Authorized Signatory | |||
| WAVE: | ||
| Wave Advance, Inc. | ||
| By: | Dated: |
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Exhibit 10.4
STANDSTILL AGREEMENT
This Standstill Agreement (“Agreement”) is entered into as of August 6, 2025 (“Effective Date”), by and between MAXIMCASH SOLUTIONS LLC (“MaximCash”) and NATURE’S MIRACLE HOLDING, INC.; NATURE’S MIRACLE, INC.; NATURE’S MIRACLE (CALIFORNIA), INC.; HYDRO MAN, INC.; and VISIONTECH GROUP INC. (collectively, “Defendants”).
MaximCash and Defendants are sometimes referred to collectively as the “Parties” and individually as a “Party.”
RECITALS
A. MaximCash has filed an action against Defendants in the Third Judicial District Court, Salt Lake County, Utah, Case No. 250905494 (the “Litigation”) arising out of the Business Loan and Security Agreement dated December 30, 2024 (the “Loan Agreement”).
B. Defendants have represented that they will immediately make an interest payment of $61,720, sufficient to bring the Loan Agreement current through the Effective Date.
C. In reliance on such payment, and in the interest of facilitating further settlement discussions, the Parties desire to enter into this Agreement to temporarily suspend the Litigation for a limited period of time.
NOW, THEREFORE, in consideration of the mutual promises contained herein, the Parties agree as follows:
1. Standstill Period. Upon receipt of the interest payment described in Section 2 below, MaximCash shall agree to forbear from taking any further action in the Litigation seeking default or otherwise prosecuting its claims, for a period commencing on August 6, 2025 and expiring on October 6, 2025 (“Standstill Period”).
2. Condition Precedent – Interest Payment. This Agreement shall become effective only upon Defendants’ payment to MaximCash of all accrued interest due under the Loan Agreement through the Effective Date. If such payment is not received, MaximCash shall have no obligation to forbear from prosecuting the Litigation.
3. Reservation of Rights.
(a) This Agreement is a temporary standstill only. MaximCash expressly reserves all rights and remedies under the Loan Agreement, applicable law, and in the Litigation.
(b) Upon expiration of the Standstill Period, or upon Defendants’ breach of this Agreement, MaximCash may immediately resume the Litigation, including seeking any and all available relief, without further notice.
4. Settlement Discussions. During the Standstill Period, the Parties shall negotiate in good faith to reach an agreement regarding the outstanding balance under the Loan Agreement. MaximCash may, at its sole discretion, offer a discount for early or lump-sum payoff during the Standstill Period.
5. No Waiver. Nothing contained herein shall be construed as a waiver of any default under the Loan Agreement or as an admission of liability by either Party.
6. Governing Law and Venue. This Agreement shall be governed by and construed under the laws of the State of Utah. Venue shall lie exclusively in the state and federal courts located in Salt Lake County, Utah.
7. Entire Agreement. This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and may not be modified except in a writing signed by all Parties.
8. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which shall constitute one and the same instrument. Signatures delivered by electronic means shall be deemed effective.
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IN WITNESS WHEREOF, the Parties have executed this Standstill Agreement as of the Effective Date.
| MAXIMCASH SOLUTIONS LLC | ||||
| By: | ||||
| Name: | Mark Lev | |||
| Title: | ||||
| NATURE’S MIRACLE HOLDING, INC. | ||||
| By: | ||||
| Name: | ||||
| Title: | ||||
| NATURE’S MIRACLE, INC. | HYDRO MAN, INC. | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: | |||
| NATURE’S MIRACLE (CALIFORNIA), INC. | VISIONTECH GROUP INC. | |||
| By: | By: | |||
| Name: | Name: | |||
| Title: | Title: |
|||
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