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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): November 30, 2023

 

PARTS ID, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-38296   81-3674868
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)       Identification No.)

 

1 Corporate Drive

Suite C

Cranbury, New Jersey 08512

(Address of principal executive offices, including zip code)

 

609-642-4700

(Registrant’s telephone number, including area code)

 

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:

 

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:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Class A Common Stock   ID   NYSE American

 

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 November 30, 2023, PARTS iD, Inc., a Delaware corporation (the “Company”) entered into a Purchase and Sale of Future Receivables Agreement (the “Riverside Agreement”) with Riverside Capital NY (“RCNY”). Pursuant to the terms of the Riverside Agreement, the Company agreed to sell, and RCNY agreed to purchase, the Company’s right, title and interest in and to $1,469,700 of the Company’s future receivables, for a purchase price of $1,065,000. Pursuant to the terms of the Riverside Agreement, the Company agreed to pay RCNY $15,400 each day until such time as RCNY has been repaid.

 

On November 30, 2023, the Company also entered into a Standard Merchant Cash Advance Agreement (the “Wave Agreement”) with WAVE ADVANCE INC (“WAVE”). Pursuant to the terms of the Wave Agreement, the Company agreed to sell, and WAVE agreed to purchase, the Company’s right, title and interest in and to $1,518,000 of the Company’s future receivables, for a purchase price of $1,100,000. Pursuant to the terms of the Wave Agreement, the Company agreed to pay RCNY $15,400 each day until such time as WAVE has been repaid.

 

The Riverside Agreement and the Wave Agreement each provides for the grant of a junior security interest in the future receivables and other related collateral under the Uniform Commercial Code in accounts and proceeds, subordinated to the indebtedness incurred under that certain Securities Purchase Agreement, dated as of July 14, 2023, by and between the Company and Lind Global Fund II LP, as amended.

 

Each of the Riverside Agreement and the Wave Agreement contains customary representations, warranties and covenants that are standard for agreements of this type.

 

The foregoing descriptions of the Riverside Agreement and the Wave Agreement, respectively, are not complete and are subject to, and qualified in their entirety by reference to, the full texts of the Riverside Agreement and the Wave Agreement, respectively, which will are filed as Exhibits 10.1 and 10.2 hereto, respectively, and are incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits. The following exhibits are filed as part of this report:

 

Exhibit No.   Description
10.1   Purchase and Sale of Future Receivables Agreement, by and between Riverside Capital NY and PARTS iD, Inc.
10.2   Standard Merchant Cash Advance Agreement, by and between WAVE ADVANCE INC and PARTS iD, Inc.
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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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: December 6, 2023  
   
  PARTS ID, INC.
     
  By: /s/ Lev Peker
    Name:  Lev Peker
    Title: Chief Executive Officer

 

 

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Exhibit 10.1

 

PURCHASE AND SALE OF FUTURE RECEIVABLES

 

Agreement Dated: 11/29/2023 between RIVERSIDE CAPITAL NY (“RCNY”) and the Merchant listed below (“MERCHANT”)
and the individual(s) listed below (“Guarantor”)

 

MERCHANT INFORMATION

 

Merchant ’s Legal Name:PARTS ID, LLC AND ALL ENTITIES LISTED ON THE “EXHIBIT A”

D/B/A:   PARTS ID, LLC AND ALL ENTITIES LISTED ON THE “EXHIBIT A” State of Incorporation / Organization: CA

Type of Entity LLC

Physical Address: 1 CORPORATE DR

City: CRANBURY State: NJ Zip: 08512-3635 Business Phone:  

Guarantor Name: LEV MICHAILOVICH PEKER Cellphone Number:   Email Address:  

Mailing Address: City: State: Zip:

Purchased Price: $ 1,065,000.00 Purchased Percent: 40% Purchased Amount: $ 1,469,700.00

Payment Frequency: DAILY Remittance: $ 15,400.00

 

PURCHASE AND SALE OF FUTURE RECEIVABLES

 

Merchant hereby sells, assigns and transfers to RCNY (making RCNY the absolute owner) in consideration of the “Purchase Price” specified above, the Purchased Percentage of all of Merchant’s Future Receipts, contract rights and other entitlements arising from or relating to the payment of monies from Merchant’s customers’ and/or other third party payors (the “Future Receipts” defined as all payments made by cash, check, electronic transfer or other form of monetary payment deposited into Merchants Bank Account), for the payments 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 RCNY

 

Merchant is selling a portion of a future revenue stream to RCNY at a discount, not borrowing money from RCNY, therefore there is no interest rate or payment schedule and no time period during which the Purchased Amount must be collected by RCNY. The Remittance is a good faith estimate of Purchased Percentage multiplied by revenues of Merchant. 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. RCNY is entering this Agreement knowing the risks that Merchant’s business may slow down or fail, and RCNY assumes these risks based on Merchant’s representations, warranties and covenants in this Agreement, which are designed to give RCNY 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 and Paragraph 1.5.

 

RCNY will debit the Remittance each business day from only one depositing bank account, which account must be acceptable to, and pre-approved by, RCNY (the “Account”) into which Merchant and Merchant’s customers shall remit the Receipts from each Transaction, until such time as RCNY receives payment in full of the Purchased Amount. Merchant hereby authorizes RCNY to ACH debit the initial Remittance from the Account on the agreed upon Payment Frequency; a daily basis means any day that is not a United States banking holiday. RCNY’s payment of the Purchase Price shall be deemed the acceptance and performance by RCNY of this Agreement. Merchant understands that it is responsible for ensuring that the initial Remittance to be debited by RCNY remains in the Account and will be held responsible for any fees incurred by RCNY resulting from a rejected ACH attempt or an Event of Default. RCNY is not responsible for any overdrafts or rejected transactions that may result from RCNY’s ACH debiting the Agreed Remittance under the terms of this Agreement. Notwithstanding anything to the contrary in this Agreement or any other agreement between RCNY and Merchant, upon the occurrence of an Event of Default 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 and are hereby agreed to by Merchant. 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: LEV MICHAILOVICH PEKER    
  (Print Name and Title)   (Signature)

 

FOR THE MERCHANT (#2)

 

By:      
  (Print Name and Title)   (Signature)

 

BY OWNER/GUARANTOR (#1)

 

By: LEV MICHAILOVICH PEKER    
  (Print Name and Title)   (Signature)

 

BY OWNER/GUARANTOR (#2)

 

By:      
  (Print Name and Title)   (Signature)

 

Initials: ________

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MERCHANT AGREEMENT TERMS AND CONDITIONS

 

1 TERMS OF ENROLLMENT IN PROGRAM

 

1.1 Merchant Deposit Agreement and Processor. Merchant shall (A) execute an agreement acceptable to RCNY with a Bank acceptable to RCNY to obtain electronic fund transfer services for the Account, and (B) if applicable, execute an agreement acceptable to RCNY with a credit and debit card processor (the “Processor”) instructing the Processor to deposit all Receipts into the Account. Merchant shall provide RCNY and/or its authorized 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 RCNY and/or its agent(s) to withdraw from the Account via ACH debit the amounts owed to RCNY for the receipts as specified herein and to pay such amounts to RCNY. 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 RCNY or not. This additional authorization is not a waiver of RCNY’s entitlement to declare this Agreement breached by Merchant as a result of its usage of an account which RCNY did not first pre-approve in writing prior to Merchant’s usage thereof. The aforementioned authorizations shall be irrevocable without the written consent of RCNY.

 

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 RCNY as per the terms of this Agreement.

 

1.3 Future Purchase of Increments. Subject to the terms of this Agreement, RCNY offers to purchase additional Receipts in the “Increments” stated in on Page 1 of this Agreement, if any. RCNY reserves the right to delay or rescind the offer to purchase any Increment or any additional Receipts, in its sole and absolute discretion.

 

1.4 Reconciliation. As long as an Event of Default, or breach of this Agreement, has not occurred, once per calendar month Merchant may request a retroactive reconciliation of the total Remittance Amount(for the purposes of this Agreement “total Remittance Amount” shall be defined as all payments made by Merchant to RCNY after RCNY remitted the Purchase Price to Merchant). All requests hereunder must be in writing to Subs@riversidecapitalny.com. Said request must include copies of all of Merchant’s bank account statements, credit card processing statements, and accounts receivable report if applicable, for the requested month. RCNY retains the right the request additional documentation such as bank login or DecisionLogic access to view Merchant’s accounts, refusal to provide access shall be a breach of this Agreement and RCNY shall have no obligation to reconcile. Such reconciliation, if applicable, shall be performed by RCNY within five (5) Business Days following its receipt of Merchant’s request for reconciliation by either crediting or debiting the difference back to, or from, Merchants Bank Account so that the total amount debited by RCNY shall equal the Specific Percentage of the Future Receipts that Merchant Collected from the date of this Agreement up to and including the date of the Reconciliation request. Nothing set forth in this section shall be deemed to provide Merchant with the right to interfere with RCNY’s right and ability to debit Merchant’s Account while the Request is pending or to unilaterally modify the initial Remittance amount, in any method other than the ones listed in this Agreement.

 

1.5 Adjustments to the Remittance. As long an Event of Default, or breach of this Agreement, has not occurred and should the Merchant experience a decrease in its’ Future Receipts, Merchant may give notice to RCNY to request a decrease in the Remittance. All requests hereunder must be in writing to Subs@riversidecapitalny.com. and must include copies of all of Merchant’s bank account statements, credit card processing statements, and accounts receivable reports for the requested period. RCNY retains the right the request additional documentation such as bank login or DecisionLogic access to view Merchant’s accounts, refusal to provide access shall be a breach of this Agreement and RCNY shall have no obligation to reconcile. 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 or by other means that can more accurately estimate the Merchant’s Future Receipts. Merchant shall provide RCNY with viewing access to their bank account as well as all information reasonably requested by RCNY 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.

 

Initials: ________

 

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1.6 Financial Condition. Merchant and Guarantor(s) (as hereinafter defined and limited) authorize RCNY and its agents to investigate their financial responsibility and history, and will provide to RCNY any authorizations, bank or financial statements, tax returns, etc., as RCNY 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 acceptable as an authorization for release of financial and credit information. RCNY is authorized to update such information and financial and credit profiles from time to time as it deems appropriate.

 

1.7 Transactional History. Merchant authorizes all of its banks, brokers and processor to provide RCNY with Merchant’s banking, brokerage and/or processing history to determine qualification or continuation in this program and for collections purposes. Merchant shall provide RCNY with copies of any documents related to Merchant’s card processing activity or financial and banking affairs within five days after a request from RCNY.

 

1.8 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 RCNY for monies owed to RCNY from Merchant and (b) actions taken by Processor in reliance upon any fraudulent, misleading or deceptive information or instructions provided by RCNY.

 

1.9 No Liability. In no event will RCNY 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 RCNY’s attorney’s fees and expenses resulting therefrom.

 

1.10 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, RCNY, Processor, and Merchant’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.

 

1.11 Sale of Receipts. Merchant and RCNY 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 RCNY 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. RCNY 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 RCNY 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 RCNY 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 RCNY shall promptly refund to Merchant any interest received by RCNY in excess of the maximum lawful rate, it being intended that Merchant not pay or contract to pay, and that RCNY 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.

 

1.12 Power of Attorney. Merchant irrevocably appoints RCNY 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 RCNY from Processor, or in the case of a violation by Merchant of Section 1or the occurrence 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, documents 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 directing customers or account debtors to make payment directly to RCNY; and (v) to contact Merchant’s banks and financial institutions using 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 RCNY 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. In connection therewith, all costs, expenses and fees, including legal fees, shall be payable by merchant.

 

Initials: ________

 

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1.13 Protections Against Default. The following Protections 1 through 8 may be invoked by RCNY 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 RCNY electronic check processor; (b) Merchant changes its arrangements with Processor or the Bank in any way that is adverse or unacceptable to RCNY; (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 intentionally interrupts the operation of this business transfers, moves, sells, disposes, or otherwise conveys its business and/or assets without (i) the express prior written consent of RCNY, and (ii) the written agreement of any RCNY or transferee to the assumption of all of Merchant’s obligations under this Agreement pursuant to documentation satisfactory to RCNY; (e) Merchant takes any action, fails to take any action, or offers any incentive—economic or otherwise—the result of which will be to induce any customer or customers to pay for Merchant’s services with any means other than payments, checks or deposits that are settled through Processor; (f) Merchant fails to provide RCNY with copies of any documents related to Merchant’s card processing activity of financial and banking affairs within five days after a request from RCNY, or (g) Merchant breaches any terms of this Agreement, including but not limited any of the Events of Default contained in Section 3.1 herein. These protections are in addition to any other remedies available to RCNY 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. RCNY may enforce the provisions of the Limited Personal Guaranty of Performance against the Guarantor(s).

 

Protection 3. RCNY may enforce its security interest in the Collateral.

 

Protection 4. The entire Purchased Amount and all fee (including reasonable attorney’s fees) shall become immediately payable to RCNY from Merchant. Protection 5. RCNY may proceed to protect and enforce its right and remedies by lawsuit. In any such lawsuit, if RCNY recovers a Judgment against Merchant, Merchant shall be liable for all of RCNY’s costs of the lawsuit, including but not limited to all reasonable attorneys’ fees and court costs.

 

Protection 6. This Agreement shall be deemed Merchant’s Assignment of Merchant’s Lease of Merchant’s business premises to RCNY. Upon breach of any provision in this Agreement, RCNY may exercise its rights under this Assignment of Lease without prior Notice to Merchant.

 

Protection 7. RCNY 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 RCNY.

 

1.14 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 RCNY to disclose information concerning Merchant’s and each Owner’s and each Guarantor’s credit standing (including credit bureau reports that RCNY 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 RCNY or any of its affiliates relating to any (i)investigation undertaken by or on behalf of RCNY as permitted by this Agreement or (ii) disclosure of information as permitted by this Agreement.

 

1.15 Confidentiality. Merchant understands and agrees that the terms and conditions of the products and services offered by RCNY, including this Agreement and any other RCNY documents (collectively, “Confidential Information”) are proprietary and confidential information of RCNY. Accordingly, unless disclosure is required by law or court order, Merchant shall not disclose Confidential Information of RCNY 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 RCNY 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.

 

1.16 Publicity. Merchant and each of Merchant’s Owners and all Guarantors hereto all hereby authorizes RCNY to use its, his or her name in listings of clients and in advertising and marketing materials.

 

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

 

Initials: ________

 

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2 REPRESENTATIONS, WARRANTIES AND COVENANTS

 

Merchant represents warrants and covenants that, as of this date and during the term of this Agreement:

 

2.1 Financial Condition and Financial Information. Merchant’s and Guarantors’ bank and financial statements, copies of which have been furnished to RCNY, and future statements which will be furnished hereafter at the discretion of RCNY, 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 Merchant. Merchant and Guarantors have a continuing, affirmative obligation to advise RCNY of any material adverse change in their financial condition, operation or ownership. RCNY may request statements at any time during the performance of this Agreement and the Merchant and Guarantors shall provide them to RCNY within five business days after request from RCNY. 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 RCNY’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 RCNY, nor shall Merchant change any of its places of business without prior written consent by RCNY.

 

2.7 Daily Batch Out. Merchant will batch out receipts with the Processor on a daily basis ifapplicable.

 

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 RCNY to Merchant, execute, acknowledge and deliver to RCNY and/or to any other person, firm or corporation specified by RCNY, 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 RCNY.

 

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 householdpurposes.

 

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 RCNY the Purchased Amount in good faith and will use the Purchase Price funds to maintain and grow Merchant’s business.

 

Initials: ________

 

5

 

 

3 EVENTS OF DEFAULT AND REMEDIES

 

3.1 Events of Default. The occurrence of any of the following events shall constitute an “Event of Default” hereunder:

 

(a) Merchant or Guarantor shall violate any term or covenant in this Agreement;

 

(b) 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 RCNY of its intent to breach this Agreement;

 

(d) the Merchant fails to give RCNY 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;

 

(f) Merchant shall transfer or sell all or substantially all of its assets;

 

(g) Merchant shall make or send notice of any intended bulk sale or transfer by Merchant;

 

(h) Merchant shall use multiple depository accounts without the prior written consent of RCNY

 

(i) Merchant shall change its depositing account without the prior written consent of RCNY; or

 

(j) Merchant shall close its depositing account used for ACH debits without the prior written consent of RCNY

 

(k) Merchant’s bank returns a code other than NSF cutting RCNY from its collections

 

(l) Merchant shall default under any of the terms, covenants and conditions of any other agreement withRCNY.

 

3.2 Limited Personal Guaranty The Personal Guaranty that is executed in connection with this Agreement is a limited and non-recourse guaranty in that Guarantor shall not be liable hereunder if Merchant ceases operations/goes out of business.

 

3.3 Remedies. In case any Event of Default occurs and is not waived pursuant to Section 4.4. hereof, RCNY 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, including but not limited to filing of an ex-parte prejudgment remedy, and/or enforcing the Security Agreement contained herein. All rights, powers and remedies of RCNY in connection with this Agreement may be exercised at any time by RCNY 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 RCNY 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 RCNY’s remedies set forth in this Agreement, including but not limited to court costs and attorneys’ fees.

 

3.5 Required Notifications. Merchant is required to give RCNY written notice within 24 hours of any filing under Title 11 of the United States Code. Merchant is required to give RCNY seven days’ written notice prior to the closing of any sale of all or substantially all of the Merchant’s assets or stock.

 

Initials: ________

 

6

 

 

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 RCNY.

 

4.2 Assignment. RCNY 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 requested, to the respective parties to this Agreement at the addresses set forth in this Agreement. Notices to RCNY shall become effective only upon receipt by RCNY. Notices to Merchant shall become effective three days after mailing.

 

4.4 Waiver Remedies. No failure on the part of RCNY 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 the parties 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 RCNY which consent may be withheld in RCNY’s sole discretion. This Agreement shall be governed by and construed in accordance with the laws of the State Connecticut. Any suit, action or proceeding arising hereunder, or the interpretation, performance or breach hereof, shall be, if RCNY so elects, instituted in any Connecticut state court sitting in the county of Fairfield, or the State of New York, county of Kings, without regard to conflict of law provisions (together the “Acceptable Forum”). The parties agree that the Acceptable Forum shall be the sole and exclusive forum for any and all disputes and/or litigation arising out of or relating to this Agreement and the Parties agree that the Acceptable Forum is convenient and submit to the jurisdiction of the Acceptable Forum and irrevocably waive any and all objections to jurisdiction or venue. Should a proceeding be initiated in any other forum, the parties waive any right to oppose any motion or application made by either party to transfer such proceeding to an Acceptable Forum. Merchant and Guarantor hereby agree that the mailing of any Summons and Complaint in any proceeding commenced by RCNY by certified or registered mail, return receipt requested to the Mailing Address listed on this Agreement, or via email to the Email Address listed on this Agreement, or any other process required by any such court will constitute valid and lawful service of process against them without the necessity for service by any other means provided by statute or rule of court, but without invalidating service performed in accordance with such other provisions.

 

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 or any security or guaranty of 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 RCNY 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 IN CONNECTION WITH OR IN ANY WAY RELATED TO THE TRANSACTIONS OR THE ENFORCEMENT 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.

 

Initials: ________

 

7

 

 

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: (1) 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.

 

4.12 Facsimile & Digital Acceptance. Facsimile signatures and digital signatures hereon shall be deemed acceptable for all purposes.

 

4.13 Prejudgment Remedy Waiver. EACH AND EVERY MERCHANT AND GUARANTOR OF THIS AGREEMENT, AND EACH OTHER PERSON OR ENTITY WHO MAY BECOME LIABLE FOR ALL OR ANY PART OF THIS OBLIGATION, HEREBY ACKNOWLEDGE THAT THE TRANSACTION OF WHICH THIS AGREEMENT IS A PART IS A COMMERCIAL TRANSACTION, AND TO THE EXTENT ALLOWED UNDER CONNECTICUT GENERAL STATUTES SECTIONS 52-278a TO 52-278m, INCLUSIVE, OR BY OTHER APPLICABLE LAW EACH AND EVERY MERCHANT AND GUARANTOR OF THIS AGREEMENT HEREBY WAIVE (A) ALL RIGHTS TO NOTICE AND PRIOR COURT HEARING OR COURT ORDER IN CONNECTION WITH ANY AND ALL PREJUDGMENT REMEDIES TO WHICH RCNY MAY BECOME ENTITLED BY VIRTUE OF ANY DEFAULT OR PROVISION OF THIS AGREEMENT OR SECURITY AGREEMENT SECURING THIS AGREEMENT AND (B) ALL RIGHTS TO REQUEST THAT RCNY POST A BOND, WITH OR WITHOUT SURETY, TO PROTECT SAID MERCHANT OR GUARANTOR AGAINST DAMAGES THAT MAY BE CAUSED BY ANY PREJUDGMENT REMEDY SOUGHT OR OBTAINED BY RCNY BY VIRTUE OF ANY DEFAULT OR PROVISION OF THIS AGREEMENT OR SECURITY OR GUARANTY AGREEMENT SECURING THIS AGREEMENT.

 

AS A CONDITION OF THIS AGREEMENT AND AS PART OF THE SAID PREJUDGMENT REMEDY WAIVER ABOVE, BUT NOT AN EXCLUSIVE REMEDY, EACH AND EVERY MERCHANT AND GUARANTOR OF THIS AGREEMENT, AND EACH OTHER PERSON OR ENTITY WHO MAY BECOME LIABLE FOR ALL OR ANY PART OF THIS OBLIGATION HEREBY ACKNOWLEDGE, UNDERSTAND, AGREE AND CONSENT THAT RCNY MAY ATTACH OR GARNISH ANY AND ALL OF MERCHANT AND GUARANTOR’S MONEY HELD IN ANY BANK ACCOUNT AT ANY BANKING INSTITUTION IF THAT BANKING INSTITUTION HAS A BRANCH OR OFFICE PHYSICALLY LOCATED IN CONNECTICUT AND/OR IS REGISTERED WITH THE SECRETARY OF STATE/AUTHORIZED TO CONDUCT BUSINESS IN CONNECTICUT.

 

THE PARTIES HERETO AGREE THAT THEY HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF THEIR OWN CHOOSING WITH RESPECT TO THE TERMS AND CONDITIONS HEREIN AS WELL AS THEIR MEANING

 

Initials: ________

 

8

 

 

SECURITY AGREEMENT AND GUARANTY

 

Merchant’s Legal Name: PARTS ID, LLC AND ALL ENTITIES LISTED ON THE “EXHIBIT A”

 

D/B/A: PARTS ID AND ALL ENTITIES LISTED ON THE “EXHIBIT A” Federal ID#: 81-3674868

 

Physical Address: 1 CORPORATE DR City: CRANBURY State: NJ Zip: 08512-3635

 

Additional Guarantor(s).  

 

SECURITY AGREEMENT

 

Security Interest. This Agreement will constitute a security agreement under the Uniform Commercial Code. Merchant and Guarantor(s) grants to RCNY a security interest in and lien upon all of their present and future: (a) accounts (the “Accounts Collateral”), 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) 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 RCNY under this Agreement, including but not limited to all rights to receive any payments or credits under this Agreement (collectively, the “Collateral “). Merchant agrees to provide other security to RCNY 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 RCNY’s entitlements under this Agreement, RCNY is granted a further security interest in all of Merchant’s assets of any kind whatsoever, and such assets shall then become Collateral. These security interests and liens will secure all of RCNY’s entitlements under this Agreement and any other agreements now existing or later entered into between Merchant, RCNY or an affiliate of RCNY 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 RCNY without notice or demand of any kind by making an immediate withdrawal or freezing the Collateral. RCNY 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, RCNY has control over and may direct the disposition of the Collateral, without further consent of Merchant. Merchant hereby represents and warrants that no other person or entity has a security interest in the Collateral.

 

With respect to such security interests and liens, RCNY will have all rights afforded under the Uniform Commercial Code, any other applicable law and in equity. Merchant will obtain from RCNY written consent prior to granting a security interest of any kind in the Collateral to a third party. Merchant and Guarantor (s) agree(s) that this is a contract of recoupment and RCNY is not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Collateral. Nevertheless, Merchant and Guarantor(s) agree(s) not to contest or object to any motion for relief from the automatic stay filed by RCNY. Merchant and Guarantor(s) agree(s) to execute and deliver to RCNY such instruments and documents RCNY may reasonably request to perfect and confirm the lien, security interest and right of setoff set forth in this Agreement. RCNY 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 RCNY under any other agreement between Merchant or Guarantor(s) and RCNY (the “Cross-Collateral”) will secure the obligations hereunder 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 RCNY deems necessary to perfect or maintain RCNY’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 RCNY to file any financing statements deemed necessary by RCNY to perfect or maintain RCNY’s security interest. Merchant and Guarantor(s) shall be liable for, and RCNY may charge and collect, all costs and expenses, including but not limited to attorney’s fees, which may be incurred by RCNY in protecting, preserving and enforcing RCNY’s security interest and rights.

 

Initials: ________

 

9

 

 

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. RCNY 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, RCNY may execute its rights and remedies under the Assignment of Lease. Merchant also agrees that RCNY may enter into an agreement with Merchant’s landlord giving RCNY 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, RCNY 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 RCNY, whether by acceleration or otherwise.

 

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 AND CONDITIONS.

 

RCNY As an additional inducement for RCNY to enter into this Agreement, the undersigned Guarantor(s) hereby provides RCNY 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 RCNY 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, RCNY may seek recovery from Guarantors for all of RCNY’s losses and damages by enforcement of RCNY’s rights under this Agreement without first seeking to obtain payment from Merchant, any other guarantor, or any Collateral or Additional Collateral RCNY may hold pursuant to this Agreement or any other guaranty.

 

RCNY 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) RCNY’s acceptance of this Agreement; and (v) any renewal, extension or other modification of the Merchant Agreement or Merchant’s other obligations to RCNY. In addition, RCNY 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 RCNY; (ii) release Merchant from its obligations to RCNY; (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 RCNY 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) subrogation; (ii) reimbursement; (iii) performance; (iv) indemnification; or (v) contribution. In the event that RCNY 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.

 

Initials: ________

 

10

 

 

Guarantor Acknowledgement. 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 (iv) 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: LEV MICHAILOVICH PEKER    
  (Print Name and Title)   (Signature)

 

SSN#   Driver’s License Number   

 

FOR THE MERCHANT (#2)    
       
By:    
  (Print Name and Title)   (Signature)

 

SSN#   Driver’s License Number   

 

FOR THE GUARANTOR(S) (#1)    
       
By: LEV MICHAILOVICH PEKER    
  (Print Name and Title)   (Signature)

 

SSN#   Driver’s License Number   

 

FOR THE GUARANTOR(S) (#2)    
       
By:    
  (Print Name and Title)   (Signature)

 

SSN#     Driver’s License Number   

 

Initials: ________

 

11

 

 

APPENDIX A - THE FEE STRUCTURE:

 

A.Underwriting Fee Minimum of $1,000.00 or up to 15% of the purchase price for underwriting fees, broker fees and related expenses. These upfront fees shall be deducted from the Purchase Price stated above with the remaining net being disbursed to Merchant and related expenses.

 

B.Origination Fee Minimum of $1,000.00 or up to 28% of the purchase price to cover cost of Origination and ACH Setup. These upfront fees shall be deducted from the Purchase Price stated above, with the remaining net being disbursed to Merchant.

 

C.NSF Fee (Standard) $35.00 (each). Each returned payment without notice is a default.

 

D.Rejected ACH / Blocked ACH / Default Fee $5,000.00 When Merchant BLOCKS Account from our Debit ACH, or when Merchant directs the bank to reject our Debit ACH,which places themin default(per contract).When Merchantchanges bank Accountcutting us off fromour collections.

 

E.Bank Change Fee $50.00 When Merchant requires a change of Bank Account to be Debited, requiring us to adjust our system.

 

F.Inaccessible Login Fee: $50.00 per day – When Merchant changes bank account login during duration of the Merchant Agreement. If login will not be provided it will be considered a default.

 

G.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.

 

H.Attorney’sFee: RCNY shall be entitled to its reasonable attorney’s fees and costs in addition to any other relief, at law or equity, awarded by a court of competent jurisdiction if it prevails on any claim, causes of action and/or defense, including an appeal. RCNY shall also be permitted to collect its reasonably attorney’s fees if RCNY refers this Agreement to legal counsel, pre-judgment, to collect any balance due resulting from a breach of this Agreement by Merchant or Guarantor.

 

I.Unauthorized Account Fee: $5,000.00 (if a merchant blocks RCNY’s ACH debit of the Account, bounces more than 2 debits of the Account, or simultaneously uses multiple bank accounts or credit- card processors to process its receipts).

 

J.DefaultFee: $5,000.00 or upto 10% of the funded amount (if a merchant changes bank accounts or switches to another credit card process or without RCNY’ s consent, or commits another default pursuant to the Agreement) or bounces a debit without notification.

 

K.Risk Assessment Fee: $249.00

 

L.UCC Fee: $195.00

 

M.Management Fee: Commencing at date funded (the “Start Date”), merchant shall pay a fee of $499.00 per month (the “Monthly Fee”), at a minimum of three months.

 

FOR THE MERCHANT (#1)    
       
By: LEV MICHAILOVICH PEKER    
  (Print Name and Title)   (Signature)

 

FOR THE MERCHANT (#2)    
       
By:    
  (Print Name and Title)   (Signature)

 

Initials: ________

 

12

 

 

RIVERSIDE CAPITAL NY

PREPAYMENT DISCOUNT ADDENDUM

 

This is an addendum for your contract dated 11/29/2023 for PARTS ID, LLC. This addendum stipulates the following:

 

-If paid within 30 Calendar days, the rate will be adjusted to 1.26%
-If paid within 60 Calendar days, the rate will be adjusted to 1.33%

 

This addendum will only be considered if the following conditions are met:

 

-No Missed Payment
-No additional Positions are added.

 

Merchant Signature: LEV MICHAILOVICH PEKER

 

________________

Title:____OWNER_________

Date: __11/29/2023___

 

Note

 

RIVERSIDE CAPITAL NY Approval is good if funded within 10 days.

 

Thanks

 

 

 

 

ADDENDUM TO REVENUE PURCHASE AGREEMENT

 

This ADDENDUM TO REVENUE PURCHASE AGREEMENT (this “Addendum”), dated November 30, 2023, is entered into by and among the following parties:

 

Riverside Capital NY, a New York company (“Company”); and

 

Business Legal Name: Parts ID INC

D/B/A: Parts ID (“Parts ID”); and

 

W-I-T-N-E-S-S-E-T-H

 

WHEREAS, Company and Parts ID entered into that certain REVENUE PURCHASE AGREEMENT dated November 30, 2023 whereby Company purchased $1,540,000.00 of Parts ID’s future accounts- receivable for an up-front purchase price of $1,100,000.00 (the “Agreement”); and

 

WHEREAS, the Agreement was executed by Lev M. Peker (“Peker”) as agent of Parts ID; and

 

WHEREAS, the parties agree to abide by the terms of this Addendum and that this Addendum will reflect the intent of the Agreement.

 

NOW, THEREFORE, for good and valuable consideration, the mutual receipts and sufficiency of which is hereby acknowledged, the parties to this Addendum hereby agree to the foregoing and as follows:

 

1. All capitalized terms used herein shall have the meaning set forth in the respective Agreement, unless otherwise indicated herein.

 

2. 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.

 

3. Company and Parts ID agree that the Guaranty of Performance section in the Agreement is not applicable.

 

4. Company and Parts ID agree that Peker executed the Agreement as an agent of Parts ID and not in his personal capacity.

 

5. Company and Parts ID agree that Peker is not the “Guarantor” as that term is defined in the Agreement and all references to “Guarantor” in the Agreement shall not apply to Peker.

 

6. Company and Parts ID agree that any references to “Guarantor” in the Agreement shall mean Parts ID.

 

7. If an “Event of Default” as such term is defined in the Agreement shall occur, Company waives any and all rights and remedies by suit in equity or by action at law against Peker and will not seek any damages or other legal or equitable rights or remedies against Peker. Moreover, Company will not attach or garnish any of Peker’s bank accounts, wages, real property or other assets.

 

8. Notwithstanding anything in this Addendum or in the Agreement to the contrary, the Company agrees: (i) for the benefit of Lind Global Fund II LP (the “Senior Lender”) that its security interest in any Collateral (“Junior Security Interest”) shall be subordinated and shall rank in right and priority behind any security interest in the Collateral granted to the Senior Lender and (ii) it shall not file any Uniform Commercial Code financing statements in connection with the Junior Security Interest without prior written notice to each of Parts ID and the Senior Lender of the Company’s intention to make such filing.

 

9. Company and Parts ID agree that Section 2.9 of the Agreement shall be amended and restated in its entirety as follows: “No Bankruptcy. As of the date of this Agreement, Merchant 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 Merchant; provided however, that in the event Merchant voluntarily files a petition for bankruptcy protection under Title 11 of the United States Code, Merchant shall use reasonable best efforts as permitted under applicable laws and regulations to repay in full the Purchased Amount to Company. Merchant further warrants that it does not anticipate that an involuntary petition will be filed against it.”

 

10. The parties agree that this Addendum shall not modify or change any other terms or obligations of Company or Parts ID under the Agreement. The parties hereto agree that this Addendum represents the complete and final expression of the parties’ intent and that no prior or contemporaneous oral or written agreement may be used to modify the terms herein.

 

11. Company and Parts ID agree that Section 1.12 Power of Attorney shall be deleted in its entirety from the Agreement and shall be of no further force or effect.

 

 

 

 

ADDENDUM TO REVENUE PURCHASE AGREEMENT

Page 2 of 2

 

IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the Revenue Purchase Agreement as of the date first above written.

 

RIVERSIDE CAPITAL NY

 

By: /s/ Joel Geta  
Name:  Joel Geta  
Title: Managing Member  

 

PARTS ID INC

 

By: /s/ LEV M. PEKER  
Name:  LEV M. PEKER  
Title: CHIEF EXECUTIVE OFFICER  

 

 

 

 

RIVERSIDE CAPITAL NY

PREPAYMENT DISCOUNT ADDENDUM

 

This is an addendum for your contract dated 11/29/2023 for PARTS ID, LLC. This addendum stipulates the following:

 

-If paid within 30 Calendar days, the rate will be adjusted to 1.26%
-If paid within 60 Calendar days, the rate will be adjusted to 1.33%

 

This addendum will only be considered if the following conditions are met:

 

-No Missed Payment
-No additional Positions are added.

 

Merchant Signature: LEV MICHAILOVICH PEKER

 

________________

Title:____OWNER_________

Date: __11/29/2023___

 

Note

 

RIVERSIDE CAPITAL NY Approval is good if funded within 10 days.

 

Thanks

 

 

 

 

Exhibit 10.2

 

Page 1 of 16

 

 

WAVE ADVANCE INC

200 South Andrews Ave, Suite 504 Fort Lauderdale, FL 33301
Jason@waveadvancegrp.com

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

This is an Agreement dated 11/30/2023 by and between WAVE ADVANCE INC (“WAVE”), inclusive of its successors and assigns, and each merchant listed below (“Merchant”).

 

Merchant’s Legal Name: PARTS ID INC., and all merchants listed in the “ADDENDUM M”

D/B/A/: PARTS ID Fed ID #: 81-3674868
Type of Entity:      

þ  Corporation  ☐ Limited Liability Company  ☐ Limited Partnership  ☐ Limited Liability Partnership  ☐ Sole Proprietor

Business Address: 1 CORPORATE DR   City: CRANBURY State: NJ Zip: 08512
Contact Address: 1 CORPORATE DR   City: CRANBURY State: NJ Zip: 08512

Contact Address: LEV@PARTSID.COM   Phone Number: (800) 505-3274

 

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.

  $1,100,000.00 
      

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.

  $1,518,000.00 
      

Specified Percentage

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

   31.21%
      

Net Funds Provided

This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed in Section 2 below. This amount may be paid in installments if there is an Addendum stating that it will be paid in installments.

  $1,030,000.00 
      

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.

  $750,000.00 
      

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.

  $15,400.00 
    per Day 

  

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

  

 

 

 

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 WAVE (making WAVE 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 WAVE. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by WAVE, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of WAVE and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for WAVE and that each Merchant will hold Receivables in trust for WAVE in its capacity as a fiduciary for WAVE.

 

The Receivables Purchased Amount shall be paid to WAVE by each Merchant irrevocably authorizing only one depositing account acceptable to WAVE (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 WAVE receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes WAVE 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 WAVE 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). WAVE is not responsible for any overdrafts or rejected transactions that may result from WAVE’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 WAVE exceeds the amount of the Purchase Price, WAVE 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 WAVE for the following fees, where applicable:

 

A. $70,000.00 - 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.

 

B. Wire Fee - Merchant(s) shall receive funding electronically to the Account and will be charged $50.00 for a Fed Wire or $0.00 for a bank ACH. This will be deducted from payment of the Purchase Price.

 

C. NSF/Rejected ACH Fee - $50.00 for each time an ACH debit to the Account by WAVE is returned or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives WAVE notice no more than one business day in advance that the Account will have insufficient funds to be debited by WAVE and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by WAVE or may be collected in addition to any other payment collected by WAVE under this Agreement.

 

D. Blocked Account/Default - $2,500.00 - If an Event of Default has taken place under Section 30.

 

E. UCC Fee - $195.00 – to cover WAVE 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.

 

F. $0.00 - legal compliance with applicable disclosure laws and regulations. This will be deducted from payment of the Purchase Price.

 

G. 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 WAVE’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, WAVE may instead debit an “Estimated Payment” from the Account every DAY. The Estimated Payment is intended to be an approximation of no more than the Specified Percentage. The initial amount of the Estimated Payment is $15,400.00, subject to reconciliation as set forth in Section 4. Notwithstanding any provision herein to the contrary, WAVE is permitted to debit the Account to make up for a previous Estimated Payment that was not debited because WAVE 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.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

4. Reconciliations. Any Merchant may contact WAVE’s Reconciliation Department to request that WAVE conduct a reconciliation in order to ensure that the amount that WAVE 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 WAVE or by sending an e-mail to jason@waveadvancegrp.com 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. WAVE 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. WAVE 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 WAVE 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 WAVE collected more than it was entitled to, then WAVE will credit to the Account all amounts to which WAVE 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 WAVE collected less than it was entitled to, then WAVE will debit from the Account all additional amounts to which WAVE 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 WAVE, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide WAVE and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize WAVE and/or its agent(s) to deduct the amounts owed to WAVE for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to WAVE by permitting WAVE to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable as to each Merchant absent WAVE’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 WAVE 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 WAVE 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 WAVE and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to WAVE any bank or financial statements, tax returns, and other documents and records, as WAVE 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. WAVE is authorized to update such information and financial profiles from time to time as it deems appropriate.

 

9. Monitoring, Recording, and Electronic Communications. WAVE 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 WAVE and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for WAVE 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.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

WAVE 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 WAVE permission to call or send a text message to any telephone number given to WAVE 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 WAVE permission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that WAVE 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 WAVE 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 WAVE’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. WAVE may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to WAVE. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize WAVE, its agents and representatives, and any credit-reporting agency engaged by WAVE, 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 WAVE under this Agreement or for WAVE’s ability to determine any Merchant’s eligibility to enter into any future agreement with WAVE. 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 WAVE under the Fair Credit Reporting Act, authorizing WAVE to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes WAVE 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 WAVE under the Fair Credit Reporting Act, authorizing WAVE to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes WAVE to obtain such information in accordance with a merchant cash advance application.

 

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

 

13. No Liability. In no event will WAVE 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 WAVE 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 WAVE to any Merchant. WAVE is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in WAVE 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. WAVE 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 WAVE 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 WAVE 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.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

15. Power of Attorney. Each Merchant irrevocably appoints WAVE 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 WAVE 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 WAVE 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 WAVE 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 WAVE; and (iv) to file any claims or take any action or institute any proceeding which WAVE 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 WAVE, 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. WAVE may enforce the provisions of the Guarantee against Guarantor.

 

Protection 3. WAVE may enforce its security interest in the Collateral identified in Section 29.

 

Protection 4. WAVE may proceed to protect and enforce its rights and remedies by litigation or arbitration.

 

Protection 5. WAVE 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. WAVE 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 WAVE 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 WAVE an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints WAVE 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 WAVE 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 WAVE 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 WAVE or any of its affiliates relating to any (i) investigation undertaken by or on behalf of WAVE 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 WAVE, including this Agreement and any other WAVE documents (collectively, “Confidential Information”) are proprietary and confidential information of WAVE. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of WAVE 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.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

19. D/B/As. Each Merchant hereby acknowledges and agrees that WAVE may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between WAVE 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 WAVE, and future statements which will be furnished hereafter at the request of WAVE, 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 WAVE 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 WAVE’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 WAVE or change any place(s) of its business without giving prior written notice to WAVE.

 

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 WAVE, other than any for which WAVE 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 WAVE 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 WAVE.

 

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 to the terms and conditions set forth above:
   

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

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

 

(1) Any representation or warranty by any Merchant to WAVE proves to have been made intentionally false or misleading in any material respect when made;

 

(2) Any Merchant causes any ACH debit to the Account by WAVE to be blocked or stopped without providing any advance written notice to WAVE with an alternative method for WAVE to collect the blocked or stopped payment, which notice may be given by e-mail to jason@waveadvancegrp.com;

 

(3) Any Merchant intentionally prevents WAVE from collecting any part of the Receivables Purchased Amount; or

 

(4) Any Merchant causes any ACH debit to the Account by any person or entity other than WAVE 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 WAVE 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 jason@waveadvancegrp.com.

 

31. Remedies. In case any Event of Default occurs and is not waived, WAVE 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 WAVE in connection with this Agreement, including each Protection listed in Section 16, may be exercised at any time by WAVE 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, WAVE may elect that Merchant(s) be required to pay to WAVE 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses incurred by WAVE 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 WAVE’s actual expenses incurred in connection with recovering the unpaid balance of the Receivables Purchased Amount.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

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STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

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 WAVE, which consent may be withheld in WAVE’s sole discretion. WAVE 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 WAVE, 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 WAVE) 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 WAVE and such assignee (the “Assignment Agreement”), have the rights and obligations of WAVE 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, WAVE’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, WAVE may disclose all information that WAVE has relating to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon WAVE’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 jason@waveadvancegrp.com 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 WAVE in the State of Florida, that the Receivables Purchased Amount is being delivered to WAVE 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 WAVE and each Merchant, and the relationship between WAVE 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.

 

35. Venue and Forum Selection. Any litigation, whether sounding in contract, tort, law, equity, or otherwise, relating to this Agreement or involving WAVE 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 conducted in the State of New York may be made in the Supreme Court of New York for Nassau County or the Civil Court of the City of New York for New York County and any action or proceeding to enforce a judgment or arbitration award against any Merchant or Guarantor or to restrain or collect any amount due to WAVE 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.

 

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 WAVE, each Merchant and each Guarantor will not be permitted to interpose any counterclaim.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

Page 9 of 16

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

38. Costs and Legal Fees. If an Event of Default occurs or WAVE prevails in any litigation or arbitration with any Merchant or any Guarantor, then each Merchant and each Guarantor must pay WAVE’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.

 

39. Prejudgment and Postjudgment Interest. If WAVE becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then WAVE 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. WAVE, 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 WAVE on one side and any Merchant or any Guarantor on the other, including, but not limited to issues of arbitrability, 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 arbitral forums, it must be maintained exclusively before that arbitral forum and no other arbitral 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 arbitral 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 arbitral 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 in this Agreement to the contrary, 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. The arbitration agreement contained in this Section may also be enforced by any employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of WAVE and by any party to a lawsuit in which WAVE and any Merchant or any Guarantor are parties.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

Page 10 of 16

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

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 WAVE 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 WAVE demonstrating that WAVE was provided with notice of a change in the Contact 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 WAVE 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 WAVE 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 WAVE. Each Merchant and each Guarantor acknowledge that WAVE 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 WAVE 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 WAVE 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.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

Page 11 of 16

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

49. 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.

 

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. 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.

 

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.

 

EACH UNDERSIGNED HEREBY ACCEPTS THE TERMS OF THIS AGREEMENT

 

FOR THE MERCHANT/OWNER (#1)        
           
By: LEV MICHAILOVICH PEKER   OWNER    
  (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 WAVE ADVANCE INC by: _______________________________________

 

 

 

 

Page 12 of 16

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

GUARANTEE

 

G1. Personal Guarantee of Performance. This is a personal guaranty of performance, dated 11/30/2023, of the Standard Merchant Cash Advance Agreement, dated 11/30/2023 (“Agreement”), inclusive of all addenda, if any, executed simultaneously therewith, by and between WAVE ADVANCE INC (“WAVE”) and PARTS ID., and all merchants listed in the “ADDENDUM M” (“Merchant”). Each undersigned Guarantor hereby guarantees each Merchant’s performance of all of the representations, warranties, and covenants made by each Merchant to WAVE 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. WAVE 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 WAVE permission to call or send a text message to any telephone number given to WAVE 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 WAVE permission to communicate such information to them by e-mail. Each Guarantor agrees that WAVE 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 WAVE has no liability for any such charges.

 

G3. Guarantor Waivers. If any Event of Default takes place under the Agreement, then WAVE 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 WAVE may hold pursuant to this Guarantee or any other agreement or guarantee. WAVE 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) WAVE’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 WAVE. In addition, WAVE 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 WAVE; (ii) if there is more than one Merchant, release a Merchant from its obligations to WAVE such that at least one Merchant remains obligated to WAVE; (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 WAVE 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 WAVE in the State of Florida, that the Receivables Purchased Amount is being delivered to WAVE 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 WAVE and each Merchant, and the relationship between WAVE 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.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

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 WAVE 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 conducted in the State of New York may be made in the Supreme Court of New York for Nassau County or the Civil Court of the City of New York for New York County and any action or proceeding to enforce a judgment or arbitration award against any Merchant or Guarantor or to restrain or collect any amount due to WAVE 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.

 

G7. Jury Waiver. Each Guarantor agrees to waive trial by jury in any dispute with WAVE.

 

G8. Counterclaim Waiver. In any litigation or arbitration commenced by WAVE, 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 WAVE prevails in any litigation or arbitration with any Merchant or any Guarantor, then each Merchant and/or Guarantor must pay WAVE’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 WAVE becomes entitled to the entry of a judgment against any Merchant or any Guarantor, then WAVE 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. WAVE, 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 WAVE on one side and any Merchant or any Guarantor on the other, including, but not limited to issues of arbitrability, 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 arbitral forums, it must be maintained exclusively before that arbitral forum and no other arbitral 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 arbitral 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 any provision to the contrary in the arbitration rules of the arbitral 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.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

Page 14 of 16

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

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 in the Agreement or this Guarantee to the contrary, 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. The arbitration agreement contained herein may also be enforced by any employee, agent, attorney, member, manager, officer, subsidiary, affiliate entity, successor, or assign of WAVE and by any party to a lawsuit in which WAVE and any Merchant or any Guarantor are parties.

 

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 WAVE 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 WAVE demonstrating that WAVE was provided with notice of a change in the Contact 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. 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.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

Page 15 of 16

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

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. 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.

 

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)    
       
By: LEV MICHAILOVICH PEKER    
  (Print Name)   (Signature)

 

SS#   Driver License Number   

 

GUARANTOR (#2)    
       
By:    
  (Print Name)   (Signature)

 

SS#   Driver License Number   

 

 

 

 

Page 16 of 16

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT

 

BANK INFORMATION

 

Dear Merchant,

 

We look forward to being your funding partner.

 

You authorize WAVE ADVANCE INC to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the bank listed below.

 

WAVE ADVANCE INC will require viewing access to your bank account each business day.

 

WAVE ADVANCE INC 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: ____________________________________________________________________________________

 

Name of account: _________________________________________________________________________________

 

Account number:__________________________________   Routing number: __________________________________

 

Bank portal website: _______________________________________________________________________________

 

Username: _______________________________________________________________________________________

 

Password: _______________________________________________________________________________________

 

Security Question/Answer 1: _________________________________________________________________________

 

Security Question/Answer 2: ________________________________________________________________________

 

Security Question/Answer 3: ________________________________________________________________________

 

Any other information necessary to access your account: ___________________________________________________

 

If you have any questions please feel free to contact us directly.

 

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

 

  Name: LEV MICHAILOVICH PEKER Title: OWNER Date: 11/30/2023

 

 

 

 

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 11/30/2023, between Wave Advance Inc and PARTS ID INC., and all merchants listed in the “ADDENDUM M” (“Merchant”) on behalf of Merchant.

 

2. This Declaration incorporates by reference the Agreement and every addendum to it.

 

3. I acknowledge that I am authorized to sign the Agreement and every addendum to it on behalf of each Merchant.

 

4. I acknowledge that I had sufficient time to review the Agreement and every addendum to it before signing it.

 

5. 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.

 

6. I acknowledge that each Merchant is entering into the Agreement voluntarily and without any coercion.

 

7. I acknowledge that each Merchant is entering into the Agreement in the ordinary course of its business.

 

8. I acknowledge that the payments to be made from any Merchant to Wave Advance Inc under the Agreement are being made in the ordinary course of each Merchant’s business.

 

9. I am aware of each Merchant’s right to request a reconciliation of the payments made under the Agreement at any time.

 

Page 1 of 2

 

 

10.   I DECLARE UNDER PENALTY OF PERJURY THAT THE FOREGOING IS TRUE AND CORRECT.

 

Executed on 11/30/2023  
  (Date)  

 

Executed on 11/30/2023    
  (Date)    

 

FOR THE MERCHANT/OWNER (#1)
     
By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name)   (Print Title)   (Signature)

 

FOR THE MERCHANT/OWNER (#2)
     
By:      
  (Print Name)   (Print Title)   (Signature)

 

Page 2 of 2

 

  

STANDARD MERCHANT CASH ADVANCE AGREEMENT
ADDENDUM R

ADDITIONAL REMEDIES

 

This is an Addendum dated 11/30/2023 to the Standard Merchant Cash Advance Agreement (“Agreement”) dated 11/30/2023 between WAVE ADVANCE INC (“WAVE”) and PARTS ID INC., and all merchants listed in the” ADDENDUM M” (“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 WAVE, IN CASE ANY EVENT OF DEFAULT OCCURS AND IS NOT WAIVED, WAVE WILL BE ENTITLED TO THE ISSUANCE OF AN INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE OR PROVISIONAL RELIEF IN WAVE’S FAVOR, SUBJECT TO COURT OR ARBITRATOR APPROVAL, RESTRAINING EACH MERCHANT’S ACCOUNTS AND/OR RECEIVABLES UP TO THE AMOUNT DUE TO WAVE 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 WAVE 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 WAVE 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 WAVE’S FAVOR, SUBJECT TO COURT OR ARBITRATOR APPROVAL, RESTRAINING EACH MERCHANT’S ACCOUNTS AND/OR RECEIVABLES UP TO THE AMOUNT DUE TO WAVE 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 WAVE’S FAVOR IN ARBITRATION UNDER THE TERMS OF THIS AGREEMENT, WILL HOLD HARMLESS AND INDEMNIFY WAVE 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 WAVE’S FAVOR TO RESTRAIN EACH MERCHANT’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 RELIEF ISSUED IN FAVOR OF WAVE.

 

Page 1 of 2

 

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT
ADDENDUM R

ADDITIONAL REMEDIES

 

 

FOR THE MERCHANT/OWNER (#1)
     
By: LEV MICHAILOVICH PEKER   OWNER
  (Print Name)   (Print Title)   (Signature)

 

FOR THE MERCHANT/OWNER (#2)
     
By:          
  (Print Name)   (Print Title)   (Signature)

 

Page 2 of 2

 

 

GUARANTEE OF STANDARD MERCHANT CASH ADVANCE AGREEMENT
ADDENDUM R

ADDITIONAL REMEDIES

 

This is an Addendum dated 11/30/2023 to the Guarantee (“Guarantee”) dated 11/30/2023 of the Standard Merchant Cash Advance Agreement (“Agreement”) dated 11/30/2023 between WAVE INC (“WAVE”) and PARTS ID INC., and all merchants listed in the “ADDENDUM M” (“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, WAVE WILL BE ENTITLED TO THE ISSUANCE OF AN INJUNCTION, RESTRAINING ORDER, OR OTHER EQUITABLE OR PROVISIONAL RELIEF IN WAVE’S FAVOR, SUBJECT TO COURT OR ARBITRATOR APPROVAL, RESTRAINING EACH GUARANTOR’S ACCOUNTS AND/OR RECEIVABLES UP TO THE AMOUNT DUE TO WAVE 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 WAVE 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 WAVE 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 WAVE’S FAVOR, SUBJECT TO COURT OR ARBITRATOR APPROVAL, RESTRAINING EACH GUARANTOR’S ACCOUNTS AND/OR RECEIVABLES UP TO THE AMOUNT DUE TO WAVE 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 WAVE’S FAVOR IN ARBITRATION UNDER THE TERMS OF THIS AGREEMENT, WILL HOLD HARMLESS AND INDEMNIFY WAVE 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 OR PROVISIONAL RELIEF IN WAVE’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 WAVE.

 

Page 1 of 2

 

 

GUARANTEE OF STANDARD MERCHANT CASH ADVANCE AGREEMENT
ADDENDUM R

ADDITIONAL REMEDIES

 

GUARANTOR (#1)
       
By: LEV MICHAILOVICH PEKER    
(Print Name)   (Signature)

 

GUARANTOR (#2)
       
By:      
(Print Name)   (Signature)

 

Page 2 of 2

 

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT
ADDENDUM P

DEDUCTION($) FROM PURCHASE PRICE FOR PAYOFF(S)

 

This is an Addendum, dated 11/30/2023, to the Standard Merchant Cash Advance Agreement (“Agreement”), dated 11/30/2023, between WAVE ADVANCE INC (“WAVE”) and PARTS ID INC., and all merchants listed in the “ADDENDUM M(“Merchant”).

 

Merchant(s) instruct WAVE to pay up to $280,000.00 of the Purchase Price set forth in the Agreement to WAVE ADVANCE INC instead of to Merchant(s). The balance of the Purchase Price will be paid to Merchant(s).

 

Additional comments: _______________________________________________________________________

 

________________________________________________________________________________________________

 

________________________________________________________________________________________________

________________________________________________________________________________________________

FOR THE MERCHANT/OWNER (#1)
     
By: LEV MICHAILOVICH PEKER   OWNER
  (Print Name)   (Print Title)   (Signature)

FOR THE MERCHANT/OWNER (#2)
     
By:   OWNER
  (Print Name)   (Print Title)   (Signature)

 

 

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT
ADDENDUM E
 

EARLY PAYOFF

 

This is an Addendum dated 11/30/2023 to the Standard Merchant Cash Advance Agreement (“Agreement”) dated 11/30/2023 between WAVE ADVANCE INC (“WAVE”) and PARTS ID INC., and all merchants list ed in the “ADDENDUM M” (“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.

 

E1. Early Payoff. If WAVE receives $ 1,386,000.00 under the Agreement on or before 12/30/2023, then the Receivables Purchased Amount will be considered to have been paid in full at that time.

 

E2. Early Payoff. If WAVE receives $ 1,463,000.00 under the Agreement on or before 01/29/2024, then the Receivables Purchased Amount will be considered to have been paid in full at that time.

 

E3. Early Payoff. If WAVE receives $___________ under the Agreement on or before __________, then the Receivables Purchased Amount will be considered to have been paid in full at that time.

 

FOR THE MERCHANT/OWNER (#1)
     
By: LEV MICHAILOVICH PEKER   OWNER
  (Print Name)   (Print Title)   (Signature)

 

FOR THE MERCHANT/OWNER (#2)
     
By:  
  (Print Name)   (Print Title)   (Signature)

 

 

 

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT ADDENDUM G

ADDITIONAL GUARANTOR(S)

 

This is an Addendum, dated 11/30/2023, to the Guarantee of the Standard Merchant Cash Advance Agreement (“Agreement”) between WAVE ADVANCE INC (“WAVE”) and PARTS ID INC., and all merchants listed in the “ADDENDUM G(“Merchant”), dated 11/30/2023. This Addendum incorporates by reference the Agreement and the Guarantee.

 

The following additional entities and/or people, pursuant to the terms and conditions of the Guarantee, hereby guarantee performance of Merchant’s performance of all of the representations, warranties, and covenants made by Merchant to WAVE in the Agreement, inclusive of all addenda thereto, if any, as may be renewed, amended, extended, or otherwise modified.

 

GUARANTOR (#3)

 

Name of Guarantor #3: PARTS ID INC.

 

Type of Entity (if Guarantor #3 is not a person): Corporation

 

Guarantor #3’s Fed ID# (if Guarantor #3 is not a person) or SS# (if Guarantor #3 is a person):  

 

Driver License Number (if Guarantor #3 is a person):  

 

Contact Address: 1 CORPORATE DR   City: CRANBURY   State: NJ   Zip: 08512

 

E-mail Address:     Phone Number:  

 

By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name of Person Signing)   (Print Title if Guarantor #3 is Not a Person)   (Signature)

  

GUARANTOR (#4)

 

Name of Guarantor #4: QUALITY DISCOUNTERS INC

 

Type of Entity (if Guarantor #4 is not a person): Corporation

 

Guarantor #4’s Fed ID# (if Guarantor #4 is not a person) or SS# (if Guarantor #4 is a person):  

 

Driver License Number (if Guarantor #4 is a person):  

 

Contact Address: 1 CORPORATE DR   City: CRANBURY   State: NJ   Zip: 08512

 

E-mail Address:     Phone Number:  

 

By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name of Person Signing)   (Print Title if Guarantor #4 is Not a Person)   (Signature)

 

- 1 -

 

 

STANDARD MERCHANT CASH ADVANCE AGREEMENT ADDENDUM G

ADDITIONAL GUARANTOR(S)

 

GUARANTOR (#5)

 

Name of Guarantor #5: SOCIAL FEEDR, INC.

 

Type of Entity (if Guarantor #5 is not a person): Corporation

 

Guarantor #5’s Fed ID # (if Guarantor #5 is not a person) or SS# (if Guarantor #5 is a person):  

 

Driver License Number (if Guarantor #5 is a person):  

 

Contact Address: 1 CORPORATE DR   City: CRANBURY   State: NJ   Zip: 08512

 

E-mail Address:     Phone Number:  

 

By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name of Person Signing)   (Print Title if Guarantor #5 is Not a Person)   (Signature)

 

GUARANTOR (#6)

 

Name of Guarantor #6: PARTS ID, LLC

 

Type of Entity (if Guarantor #6 is not a person): LLC

 

Guarantor #6’s Fed ID # (if Guarantor #6 is not a person) or SS# (if Guarantor #6 is a person):  

 

Driver License Number (if Guarantor #6 is a person):  

 

Contact Address: 1 CORPORATE DR   City: CRANBURY   State: NJ   Zip: 08512

 

E-mail Address:     Phone Number:  

 

By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name of Person Signing)   (Print Title if Guarantor #6 is Not a Person)   (Signature)

  

GUARANTOR (#7)

 

Name of Guarantor #7: PARTS ID LLC

 

Type of Entity (if Guarantor #7 is not a person): LLC

 

Guarantor #7’s Fed ID # (if Guarantor #7 is not a person) or SS# (if Guarantor #7 is a person):  

 

Driver License Number (if Guarantor #7 is a person):  

 

Contact Address: 1 CORPORATE DR   City: CRANBURY   State: NJ   Zip: 08512

 

E-mail Address:     Phone Number:  

 

By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name of Person Signing)   (Print Title if Guarantor #7 is Not a Person)   (Signature)

 

- 2 -

 

  

STANDARD MERCHANT CASH ADVANCE AGREEMENT
ADDENDUM G
ADDITIONAL GUARANTOR(S)

 

GUARANTOR (#8)

 

Name of Guarantor #8: ONYX ENTERPRISES INT’L

 

Type of Entity (if Guarantor #8 is not a person):

 

Guarantor #8’s Fed ID # (if Guarantor #8 is not a person) or SS# (if Guarantor #8 is a person):  

 

Driver License Number (if Guarantor #8 is a person):  

 

Contact Address: 1 CORPORATE DR   City: CRANBURY   State: NJ   Zip: 08512

 

E-mail Address:     Phone Number:  

 

By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name of Person Signing)   (Print Title if Guarantor #8 is Not a Person)   (Signature)

 

GUARANTOR (#9)

 

Name of Guarantor #9: PARTS ID, INC.

 

Type of Entity (if Guarantor #9 is not a person): Corporation

 

Guarantor #9’s Fed ID # (if Guarantor #9 is not a person) or SS# (if Guarantor #9 is a person):  

 

Driver License Number (if Guarantor #9 is a person):  

 

Contact Address: 1 CORPORATE DR   City: CRANBURY   State: NJ   Zip: 08512

 

E-mail Address:   Phone Number:  

 

By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name of Person Signing)   (Print Title if Guarantor #9 is Not a Person)   (Signature)

 

GUARANTOR (#10)

 

Name of Guarantor #10:

 

Type of Entity (if Guarantor #10 is not a person):

 

Guarantor #10’s Fed ID # (if Guarantor #10 is not a person) or SS# (if Guarantor #10 is a person):  

 

Driver License Number (if Guarantor #10 is a person):  

 

Contact Address: 1 CORPORATE DR   City: CRANBURY   State: NJ   Zip: 08512

 

E-mail Address:   Phone Number:  

 

By: LEV MICHAILOVICH PEKER   OWNER    
  (Print Name of Person Signing)   (Print Title if Guarantor #10 is Not a Person)   (Signature)

 

- 3 -

 

 

ADDENDUM TO STANDARD MERCHANT CASH ADVANCE

 

This ADDENDUM TO STANDARD MERCHANT CASH ADVANCE AGREEMENT (this “Addendum”), dated November 30, 2023, is entered into by and among the following parties:

 

WAVE ADVANCE INC (“Company”); and

 

Business Legal Name: Parts ID INC

D/B/A: Parts ID (“Parts ID”); and

 

W-I-T-N-E-S-S-E-T-H

 

WHEREAS, Company and Parts ID entered into that certain STANDARD MERCHANT CASH ADVANCE AGREEMENT dated November 30, 2023 whereby Company purchased $1,589,000.00 of Parts ID’s future accounts- receivable for an up-front purchase price of $1,064,999.00 (the “Agreement”); and

 

WHEREAS, the Agreement was executed by Lev M. Peker (“Peker”) as agent of Parts ID; and

 

WHEREAS, the parties agree to abide by the terms of this Addendum and that this Addendum will reflect the intent of the Agreement.

 

NOW, THEREFORE, for good and valuable consideration, the mutual receipts and sufficiency of which is hereby acknowledged, the parties to this Addendum hereby agree to the foregoing and as follows:

 

1. All capitalized terms used herein shall have the meaning set forth in the respective Agreement, unless otherwise indicated herein.

 

2. 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.

 

3. Company and Parts ID agree that the Guaranty of Performance section in the Agreement is not applicable.

 

4. Company and Parts ID agree that Peker executed the Agreement as an agent of Parts ID and not in his personal capacity.

 

5. Company and Parts ID agree that Peker is not the “Guarantor” as that term is defined in the Agreement and all references to “Guarantor” in the Agreement shall not apply to Peker.

 

6. Company and Parts ID agree that any references to “Guarantor” in the Agreement shall mean Parts ID.

 

7. If an “Event of Default” as such term is defined in the Agreement shall occur, Company waives any and all rights and remedies by suit in equity or by action at law against Peker and will not seek any damages or other legal or equitable rights or remedies against Peker. Moreover, Company will not attach or garnish any of Peker’s bank accounts, wages, real property or other assets.

 

8. Notwithstanding anything in this Addendum or in the Agreement to the contrary, the Company agrees: (i) for the benefit of Lind Global Fund II LP (the “Senior Lender”) that its security interest in any Collateral (“Junior Security Interest”) shall be subordinated and shall rank in right and priority behind any security interest in the Collateral granted to the Senior Lender and (ii) it shall not file any Uniform Commercial Code financing statements in connection with the Junior Security Interest without prior written notice to each of Parts ID and the Senior Lender of the Company’s intention to make such filing.

 

9. Company and Parts ID agree that Section 25 of the Agreement shall be amended and restated in its entirety as follows: “No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it 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 that an involuntary petition will be filed against it.”

 

10. The parties agree that this Addendum shall not modify or change any other terms or obligations of Company or Parts ID under the Agreement. The parties hereto agree that this Addendum represents the complete and final expression of the parties’ intent and that no prior or contemporaneous oral or written agreement may be used to modify the terms herein.

 

11. Company and Parts ID agree that Section 15 Power of Attorney shall be deleted in its entirety from the Agreement and shall be of no further force or effect.

 

 

 

 

ADDENDUM TO STANDARD MERCHANT CASH ADVANCE AGREEMENT

Page 2 of 2

 

IN WITNESS WHEREOF, the parties hereto have executed this Addendum to the Standard Merchant Cash Advance Agreement as of the date first above written.

 

 

WAVE ADVANCE INC  
   
By:   /s/ Joel Geta  
Name:  Joel Geta  
Title: Managing Member  
   
PARTS ID INC  
   
By:    
Name: LEV M. PEKER  
Title: CHIEF EXECUTIVE OFFICER  

 

 

 

 

v3.23.3
Cover
Nov. 30, 2023
Cover [Abstract]  
Document Type 8-K
Amendment Flag false
Document Period End Date Nov. 30, 2023
Entity File Number 001-38296
Entity Registrant Name PARTS ID, INC.
Entity Central Index Key 0001698113
Entity Tax Identification Number 81-3674868
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1 Corporate Drive
Entity Address, Address Line Two Suite C
Entity Address, City or Town Cranbury
Entity Address, State or Province NJ
Entity Address, Postal Zip Code 08512
City Area Code 609
Local Phone Number 642-4700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Title of 12(b) Security Class A Common Stock
Trading Symbol ID
Security Exchange Name NYSEAMER
Entity Emerging Growth Company false

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