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SQUARE FUNDING LLC : SUPERIOR COURT
:
v. : JUDICIAL DISTRICT OF FAIRFIELD
: AT STAMFORD
:
MARBELLA CULTIVATION :
WORLDEWIDE, LLC; MCW GLOBAL :
PARTNERS LLC; MR FIXER PRO LLC :
AND PEDRO JUAN MAYSONET :
:
:
:
: APRIL 2, 2024
AFFIDAVIT IN SUPPORT OF EX PARTE PREJUDGMENT REMEDY
I, Moshe Dancour, being duly sworn hereby depose and say:
1. I am over the age of 18 years and understand the obligations of an oath.
2. I am a representative of SQUARE FUNDING LLC (hereinafter “Square”), the
attaching creditor in this action.
3. As such, I have personal knowledge of the matters stated herein as well as in
SQUARE’s complaint and the facts set forth are true and accurate to the best of my knowledge
and belief.
4. I make this affidavit from personal knowledge and my review of business records
maintained by SQUARE regarding a merchant case advance transaction entered into with
Marbella Cultivation Worldewide, LLC; the default of the terms of the merchant cash advance
agreement with Marbella Cultivation Worldewide, LLC; MCW Global Partners LLC; Mr Fixer
Pro LLC; the default of the personal guarantee securing the merchant cash advance agreement as
executed by Pedro Juan Maysonet; the balance due subject to this action and in support of
SQUARE’s ex parte prejudgment remedy in accordance with the commercial waivers contained
within the merchant case advance agreement and guarantee owned and held by SQUARE.
5. The business records that I have reviewed and rely upon in the making of this
affidavit are produced in the usual and ordinary course of SQUARE’s business as a commercial
lender and servicer. The entries reflected within those records were made at or within a
reasonable period of time of the event reflected. It is in the usual and ordinary course of
SQUARE’s business to create and maintain records of transactions it originates, funds and
services as well as ledgers and payment histories regarding the balances due from any obligors
to SQUARE.
6. Square Funding LLC is a limited liability company existing under the laws of the
state of Connecticut with an office and place of business located at 320 Boston Post Road, Suite
180-199, Darien, CT 06820.
7. Marbella Cultivation Worldewide, LLC (“Obligor”) is a limited liability company
existing under the laws of the state of Georgia with an office and place of business located at
7742 Spalding Drive #441, Norcross, GA 30092.
8. MCW Global Partners LLC (“Obligor”) is a limited liability company existing
under the laws of the state of Georgia with an office and place of business located at 7742
Spalding Drive #441, Norcross, GA 30092.
9. Mr Fixer Pro LLC (“Obligor”) is a limited liability company existing under the
laws of the state of Georgia with an office and place of business located at 4290 Bells Ferry Rd,
Kennesaw, GA 30144.
10. Pedro Juan Maysonet (“Guarantor”) is an individual and resident of the state of
Georgia with a usual place of abode located at 7742 Spalding Drive #441, Norcross, GA 30092.
11. On or about July 31, 2023 (“Agreement 1”) ; August 15, 2023 (“Agreement 2”)
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and August 31, 2023 (“Agreement 3” Collectively with Agreement 1 and Agreement 2
“Agreements”), the Obligor executed commercial standard merchant cash advance Agreements
in favor of SQUARE pursuant to which certain sums of money were advanced to the Obligor
and required to be repaid to SQUARE in accordance with the terms recited therein (the
“Agreements”). A true and accurate copy of the Agreements (redacted as required by Practice
Book 4-7) is attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.
12. Pursuant to the terms of the Agreements, the Obligor was required to make daily
payments beginning on July 31, 2023; August 15, 2023, and August 31, 2023, respectively, and
continuing thereafter until the date on which SQUARE received the total receivables purchased
amount stated in the Agreements.
13. Obligor received the funds evidenced by the Agreements and became obligated
to tender payments to SQUARE in accordance with the terms stated in the Agreements.
14. Obligor has breached the obligations of the Agreements by, inter alia, failing to
tender the daily installment payments when due (the “Default”).
15. Upon the occurrence of an event of default as defined in the Agreements,
SQUARE is vested with the remedies set forth in the Agreements which include, inter alia, the
ability to enforce the Agreements by any and all appropriate causes of action, whether sounding
in law or equity, and seek entry of a monetary judgment against the Obligors for all amounts
remaining due to SQUARE .
16. The Agreements further contains explicit language which permits SQUARE to
pursue an ex parte prejudgment remedy under the provisions of Conn. Gen. Stat. § 52-278f. The
Agreements recites:
COMMERCIAL PREJUDGMENT REMEDY WAIVER EACH AND
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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 EXTEND ALLOWED UNDER CONNECTICUT GENERAL
STATUTES SECTIONS 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 SQUARE 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 SQUARE
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 SQUARE BY VIRTUE OF ANY DEFAULT OR PROVISION OF
THIS AGREEMENT OR SECURITY OR GUARANTY AGREEMENT
SECURING THIS AGREEMENT.
AS PART OF THE SAID PREJUDGMENT REMEDY WAIVER ABOVE,
BUT NOT AS AN EXCLUSIVE REMEDY, EACH AND EVERY
MERCHANT OR GUARANTOR THAT MAY BECOME LIABLE FOR
ALL OR ANY PART OF THIS OBLIGATION HEREBY
ACKNOWLEDGE, UNDERSTAND, AGREE AND CONSENT THAT
SQUARE 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 TO CONDUCT
BUSINESS IN CONNECTICUT. THIS SECTION AND THE REMEDIES
BEING PROVIDED BY MERCHANT AND/OR GUARANTOR TO
SQUARE HEREUNDER, IN THE EVENT OF A BREACH OF THIS
AGREEMENT, CONSTITUTE A MATERIAL TERM BY WHICH
SQUARE AGREED TO ENTER INTO THIS AGREEMENT
MERCHANT AND/OR GUARANTOR HAVE THE RIGHT TO A
HEARING TO CHALLENGE ANY ATTACHMENT AND/OR
GARNISHMENT ISSUED PURSUANT TO THIS SECTION AND
SUBSTITUTE A BOND IN PLACE OF ANY
ATTACHMENT/GARNISHMENT, AS WELL AS SEEK ANY OTHER
REMEDIES IN ACCORDANCE WITH CONNECTICUT LAW.
17. Obligor has failed, neglected and/or refused to cure the Default by payment to
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SQUARE of all sums due to it and, as a result, SQUARE has elected to commence this action
pursuant to its rights under the Agreements and Connecticut law for enforcement of its rights
thereunder.
18. On or about the date of the execution of the Agreements, Guarantor executed and
conveyed a continuing guarantee agreement as additional security for Obligor’s performance of
the payment terms of the Agreements (the “Guarantee”). A true and accurate copy of the
Guarantee (redacted as required by Practice Book § 4-7) is appended to the Agreements and
attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively.
19. The terms of the Guarantee require, inter alia, Guarantor to undertake any and all
actions required of Obligor under the terms of the Agreements in the event of any default or
failure to perform in accordance with the terms recited in the Agreements by the Obligor.
20. Obligor has breached the obligations of the AGREEMENTS by, inter alia, failing
to tender the weekly installment payments when due (the “Default”).
21. Guarantor has, to date, failed, refused and/or neglected to tender payment to
SQUARE of all amounts remaining due under the Agreements as required by the Guarantee (the
“Guarantee Default”).
22. Guarantor’s failure to perform in accordance with the obligations stated within
the Guarantee is a breach of their agreement with SQUARE .
23. The Guarantee contains an explicit commercial prejudgment remedy waiver in
favor of SQUARE . The Guarantee provides:
COMMERCIAL PREJUDGMENT REMEDY WAIVER EACH AND
EVERY MERCHANT AND GUARANTOR OF THIS AGREEMENT,
AND EACH OTHER PERSON OR ENTITY WHO MAY BECOME
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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 EXTEND ALLOWED UNDER
CONNECTICUT GENERAL STATUTES SECTIONS 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 SQUARE
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 SQUARE 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
SQUARE BY VIRTUE OF ANY DEFAULT OR PROVISION OF
THIS AGREEMENT OR SECURITY OR GUARANTY
AGREEMENT SECURING THIS AGREEMENT.
AS PART OF THE SAID PREJUDGMENT REMEDY WAIVER
ABOVE, BUT NOT AS AN EXCLUSIVE REMEDY, EACH AND
EVERY MERCHANT OR GUARANTOR THAT MAY BECOME
LIABLE FOR ALL OR ANY PART OF THIS OBLIGATION
HEREBY ACKNOWLEDGE, UNDERSTAND, AGREE AND
CONSENT THAT SQUARE 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 TO CONDUCT BUSINESS IN CONNECTICUT. THIS
SECTION AND THE REMEDIES BEING PROVIDED BY
MERCHANT AND/OR GUARANTOR TO SQUARE HEREUNDER,
IN THE EVENT OF A BREACH OF THIS AGREEMENT,
CONSTITUTE A MATERIAL TERM BY WHICH SQUARE
AGREED TO ENTER INTO THIS AGREEMENT.
MERCHANT AND/OR GUARANTOR HAVE THE RIGHT TO A
HEARING TO CHALLENGE ANY ATTACHMENT AND/OR
GARNISHMENT ISSUED PURSUANT TO THIS SECTION AND
SUBSTITUTE A BOND IN PLACE OF ANY
ATTACHMENT/GARNISHMENT, AS WELL AS SEEK ANY
OTHER REMEDIES IN ACCORDANCE WITH CONNECTICUT
LAW.
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24. As a result of the collective defaults of the parties under the Agreements and
Guarantee, there remain the following sums due and owing to SQUARE as of the date of this
affidavit:
Under Agreement 1:
Remaining Receivables Purchased Amount $ 35,199.30
Non-Sufficient Funds Fee $ 1,800.00
Default Fee $ 2,500.00
Attorney’s Fees $ 8,799.83
Under Agreement 2:
Remaining Receivables Purchased Amount $ 50,805.44
Non-Sufficient Funds Fee $ 2,450.00
Default Fee $ 2.500.00
Attorney’s Fees $ 12,701.36
Under Agreement 3:
Remaining Receivables Purchased Amount $ 33,248.37
Non-Sufficient Funds Fee $ 1,700.00
Default Fee $ 2,500.00
Attorney’s Fees $ 8,312.09
TOTAL DUE $ 162,566.39
25. The Agreements and Guarantee both contain a venue and forum selection clause
which specifies that any litigation relating thereto shall be commenced and maintained
exclusively in any court located in Fairfield to the exclusion of all other venues and/or forums.
26. The Agreements and Guarantee both provide that SQUARE shall be entitled to
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EXHIBIT A
DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129
Page 1 of 20
SQUARE FUNDING LLC
320 Boston Post Road, Suite 180-199, Darien, CONNECTICUT, 06820
848.299.9005
info@squareadvance.com
STANDARD MERCHANT CASH ADVANCE AGREEMENT
This is an Agreement dated July 31, 2023 by and between SQUARE FUNDING LLC ("SQUARE") , inclusive of its
successors and assigns, and each merchant listed below ("Merchant").
Merchant’s Legal Name: MARBELLA CULTIVATION WORLDEWIDE, LLC
D/B/A/: Fed ID #:
Type of Entity: LIMITED LIABILITY COMPANY
Business Address: 7742 Spalding Drive, #441 City: Norcross State: GEORGIA Zip: 30092
Contact Address: 7742 Spalding Drive, #441 City: Norcross State: GEORGIA Zip: 30092
E-mail Address: pete@mcwgp.com Phone Number: 6785909017
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 $30,000.00
installments.
Receivables Purchased Amount
This is the amount of Receivables (defined in Section 1 below) being sold. This amount may be sold in $44,970.00
installments if there is an Addendum stating that it will be sold in installments.
Specified Percentage
This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased 14.00%
Amount is paid in full.
Net Funds Provided
This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed $28,950.00
in Section 2 below. This amount may be paid in installments if there is an Addendum stating that it will
be paid in installments.
Net Amount to Be Received Directly by Merchant(s)
This is the net amount being received directly by Merchant(s) after deduction of applicable fees listed in
Section 2 below and the payment of any part of the Purchase Price elsewhere pursuant to an 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 $9,762.80
by Merchant(s), then the Net Amount to be Received Directly by Merchant(s) is subject to change based
on any change in the amount of the other obligation(s) to be paid off.
Initial Estimated Payment
$511.02
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 per DAY
Section 4 below.
I have read and agree to the terms and conditions set forth above:
Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023
DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129
Page 2 of 20
STANDARD MERCHANT CASH ADVANCE AGREEMENT
TERMS AND CONDITIONS
1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to SQUARE (making SQUARE 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 SQUARE.
Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by SQUARE, each
Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of SQUARE and not the property
of any Merchant. Each Merchant agrees that it is a fiduciary for SQUARE and that each Merchant will hold Receivables in trust for
SQUARE in its capacity as a fiduciary for SQUARE.
The Receivables Purchased Amount shall be paid to SQUARE by each Merchant irrevocably authorizing only one
depositing account acceptable to SQUARE (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 SQUARE receives payment in full of the
Receivables Purchased Amount. Each Merchant hereby authorizes SQUARE to ACH debit the specified remittances from the
Account on a daily basis as of the next business day after the date of this Agreement and will provide SQUARE 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). SQUARE is not responsible for any overdrafts or rejected transactions
that may result from SQUARE’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 SQUARE exceeds the amount of the Purchase Price,
SQUARE 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 SQUARE
for the following fees, where applicable:
A. $1,050.00 - 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 SQUARE is returned or otherwise
rejected. No Merchant will be held responsible for such a fee if any Merchant gives SQUARE notice no more than one business day
in advance that the Account will have insufficient funds to be debited by SQUARE and no Merchant is otherwise in default of the
terms of the Agreement. Each such fee may be deducted from any payment collected by SQUARE or may be collected in addition to
any other payment collected by SQUARE 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 SQUARE 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. $________ - 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 SQUARE’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, SQUARE may instead
debit an “Estimated Payment” from the Account everyday. The Estimated Payment is intended to be an approximation of no more
than the Specified Percentage. The initial amount of the Estimated Payment is $511.02, subject to reconciliation as set forth in
Section 4. Notwithstanding any provision herein to the contrary, SQUARE is permitted to debit the Account to make up for a
previous Estimated Payment that was not debited because SQUARE was closed that day, to make up for any previous Estimated
Payment that was not collected because the debit did not clear for any reason, to collect any amount due resulting from a
reconciliation as set forth in Section 4, to collect any of the fees listed in Section 2, or to collect any amount due as a result of an
Event of Default defined in Section 30.
4. Reconciliations. Any Merchant may contact SQUARE’s Reconciliation Department to request that SQUARE conduct a
reconciliation in order to ensure that the amount that SQUARE 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 SQUARE or by sending an e-mail to info@squareadvance.com stating that a reconciliation is being requested. In order to
I have read and agree to the terms and conditions set forth above:
Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023
DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129
Page 3 of 20
STANDARD MERCHANT CASH ADVANCE AGREEMENT
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.
SQUARE 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. SQUARE 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 SQUARE
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 SQUARE collected more than it was entitled to, then SQUARE will credit to the
Account all amounts to which SQUARE 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 SQUARE collected less than it was entitled to,
then SQUARE will debit from the Account all additional amounts to which SQUARE 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 SQUARE, to obtain electronic fund
transfer services and/or “ACH” payments. Merchant(s) shall provide SQUARE and/or its authorized agent with all of the
information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize SQUARE
and/or its agent(s) to deduct the amounts owed to SQUARE for the Receivables as specified herein from settlement amounts which
would otherwise be due to each Merchant and to pay such amounts to SQUARE by permitting SQUARE to withdraw the Specified
Percentage by ACH debiting of the account. The authorization shall be irrevocable absent SQUARE’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 SQUARE receives the full
Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 4,
6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19, 22, 23, 28, 31, 32, 33, 34, 35, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52
shall survive any termination of this Agreement.
7. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course
of its business and that the payments to be made from each Merchant to SQUARE 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 SQUARE and its agent(s) to investigate each Merchant’s financial responsibility and history, and will
provide to SQUARE any bank or financial statements, tax returns, and other documents and records, as SQUARE 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. SQUARE is authorized to update such information and financial profiles from time to time as it deems
appropriate.
9. Monitoring, Recording, and Electronic Communications. SQUARE 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
SQUARE and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants
access for SQUARE 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.
SQUARE 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 SQUARE permission to call or send a text message to any
telephone number given to SQUARE 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 SQUARE permission to communicate such information to them by e-mail. Each Merchant, each Owner,
and each Guarantor agree that SQUARE 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
I have read and agree to the terms and conditions set forth above:
Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023
DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129
Page 4 of 20
STANDARD MERCHANT CASH ADVANCE AGREEMENT
telecommunications, wireless, and/or Internet services, and that SQUARE 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 SQUARE’s documents,
forms, and recorded interview(s) is true, accurate, and complete in all respects. SQUARE may produce a monthly statement
reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to SQUARE. An investigative report may be
made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize SQUARE, its agents and
representatives, and any creditreporting agency engaged by SQUARE, 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 SQUARE under this Agreement or for
SQUARE’s ability to determine any Merchant’s eligibility to enter into any future agreement with SQUARE. 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 SQUARE under the Fair Credit Reporting Act, authorizing SQUARE to obtain information from
their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor
authorizes SQUARE 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 SQUARE under the Fair Credit Reporting Act, authorizing SQUARE to obtain information from
their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor
authorizes SQUARE to obtain such information in accordance with a merchant cash advance application.
11. Transactional History. Each Merchant authorizes its bank to provide SQUARE 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 SQUARE for monies owed to SQUARE from any Merchant and (b) actions taken by any Processor in
reliance upon information or instructions provided by SQUARE.
13. No Liability. In no event will SQUARE 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 SQUARE 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
SQUARE to any Merchant. SQUARE is entering into this Agreement knowing the risks that each Merchant’s business may decline
or fail, resulting in SQUARE 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. SQUARE 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
SQUARE 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 SQUARE does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not
a security, an offer to sell any security, or a solicitation of an offer to buy any security. Although certain jurisdictions require the
disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the
transaction encompassed by this Agreement is not a loan and does not have an interest rate.
15. Power of Attorney. Each Merchant irrevocably appoints SQUARE 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 SQUARE 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 SQUARE 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 SQUARE from each Merchant, including without
I have read and agree to the terms and conditions set forth above:
Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023
DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129
Page 5 of 20
STANDARD MERCHANT CASH ADVANCE AGREEMENT
limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 29); (ii)
to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i)
above; (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to
make payment directly to SQUARE; and (iv) to file any claims or take any action or institute any proceeding which SQUARE 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 SQUARE, 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. SQUARE may enforce the provisions of the Guarantee against Guarantor.
Protection 3. SQUARE may enforce its security interest in the Collateral identified in Section 29.
Protection 4. SQUARE may proceed to protect and enforce its rights and remedies by litigation or arbitration.
Protection 5. SQUARE 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 7. SQUARE 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 SQUARE 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 SQUARE an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby
appoints SQUARE 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 SQUARE 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 SQUARE 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 SQUARE
or any of its affiliates relating to any (i) investigation undertaken by or on behalf of SQUARE 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 SQUARE, including this Agreement and any other SQUARE documents (collectively, “Confidential Information”) are
proprietary and confidential information of SQUARE. Accordingly, unless disclosure is required by law or court order, Merchant(s)
shall not disclose Confidential Information of SQUARE 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.
19. D/B/As. Each Merchant hereby acknowledges and agrees that SQUARE may be using “doing business as” or “d/b/a”
names in connection with various matters relating to the transaction between SQUARE 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 SQUARE, and future statements which will be furnished hereafter at
the request of SQUARE, 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 SQUARE 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.
I have read and agree to the terms and conditions set forth above:
Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023
DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129
Page 6 of 20
STANDARD MERCHANT CASH ADVANCE AGREEMENT
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
SQUARE’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 SQUARE or change any place(s) of its business without giving prior written notice to
SQUARE.
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 SQUARE, other than any for which SQUARE
has actual or constructive knowledge 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
SQUARE 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
SQUARE.
28. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under
the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business
purposes and not as a consumer for personal, family, or household purposes.
29. Security Interest. To secure each Merchant’s payment and performance obligations to SQUARE under this Agreement
and any future agreement with SQUARE, each Merchant hereby grants to SQUARE a security interest in collateral (the
“Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accountsreceivable,
and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are
defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by any Merchant; and (b)
all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest granted to
SQUARE under any other agreement between any Merchant or Guarantor and SQUARE (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 CrossCollateral, as applicable.
Each Merchant agrees to execute any documents or take any action in connection with this Agreement as SQUARE deems
necessary to perfect or maintain SQUARE’s first priority security interest in the Collateral and the Cross-Collateral, including the
execution of any account control agreements. Each Merchant hereby authorizes SQUARE to file any financing statements deemed
necessary by SQUARE to perfect or maintain SQUARE’s security interest, which financing statements may contain notification that
each Merchant has granted a negative pledge to SQUARE with respect to the Collateral and the Cross-Collateral, and that any
subsequent lienor may be tortiously interfering with SQUARE’s rights. Each Merchant shall be liable for and SQUARE may charge
and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by SQUARE in protecting,
preserving, and enforcing SQUARE’s security interest and rights. Each erchant further acknowledges that SQUARE may use
another legal name and/or D/B/A or an agent when designating the Secured Party hen SQUARE files the abovereferenced 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 in any Agreement with SQUARE that has not been terminated proves
to have been incorrect, false, or misleading in any material respect when made;
(2) Any Merchant causes any ACH debit to the Account by SQUARE to be blocked or stopped without providing any
advance written notice to SQUARE with an alternative method for SQUARE to collect the blocked or stopped payment, which
I have read and agree to the terms and conditions set forth above:
Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023
DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129
Page 7 of 20
STANDARD MERCHANT CASH ADVANCE AGREEMENT
notice may be given by e-mail to info@squareadvance.com;
(3) Any Merchant intentionally prevents SQUARE 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 SQUARE 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 SQUARE 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 info@squareadvance.com.
31. Remedies. In case any Event of Default occurs and is not waived, SQUARE 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 SQUARE in connection with this Agreement, including each
Protection listed in Section 16, may be exercised at any time by SQUARE 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 equ
Preview
SQUARE FUNDING LLC : SUPERIOR COURT : v. : JUDICIAL DISTRICT OF FAIRFIELD : AT STAMFORD : MARBELLA CULTIVATION : WORLDEWIDE, LLC; MCW GLOBAL : PARTNERS LLC; MR FIXER PRO LLC : AND PEDRO JUAN MAYSONET : : : : : APRIL 2, 2024 AFFIDAVIT IN SUPPORT OF EX PARTE PREJUDGMENT REMEDY I, Moshe Dancour, being duly sworn hereby depose and say: 1. I am over the age of 18 years and understand the obligations of an oath. 2. I am a representative of SQUARE FUNDING LLC (hereinafter “Square”), the attaching creditor in this action. 3. As such, I have personal knowledge of the matters stated herein as well as in SQUARE’s complaint and the facts set forth are true and accurate to the best of my knowledge and belief. 4. I make this affidavit from personal knowledge and my review of business records maintained by SQUARE regarding a merchant case advance transaction entered into with Marbella Cultivation Worldewide, LLC; the default of the terms of the merchant cash advance agreement with Marbella Cultivation Worldewide, LLC; MCW Global Partners LLC; Mr Fixer Pro LLC; the default of the personal guarantee securing the merchant cash advance agreement as executed by Pedro Juan Maysonet; the balance due subject to this action and in support of SQUARE’s ex parte prejudgment remedy in accordance with the commercial waivers contained within the merchant case advance agreement and guarantee owned and held by SQUARE. 5. The business records that I have reviewed and rely upon in the making of this affidavit are produced in the usual and ordinary course of SQUARE’s business as a commercial lender and servicer. The entries reflected within those records were made at or within a reasonable period of time of the event reflected. It is in the usual and ordinary course of SQUARE’s business to create and maintain records of transactions it originates, funds and services as well as ledgers and payment histories regarding the balances due from any obligors to SQUARE. 6. Square Funding LLC is a limited liability company existing under the laws of the state of Connecticut with an office and place of business located at 320 Boston Post Road, Suite 180-199, Darien, CT 06820. 7. Marbella Cultivation Worldewide, LLC (“Obligor”) is a limited liability company existing under the laws of the state of Georgia with an office and place of business located at 7742 Spalding Drive #441, Norcross, GA 30092. 8. MCW Global Partners LLC (“Obligor”) is a limited liability company existing under the laws of the state of Georgia with an office and place of business located at 7742 Spalding Drive #441, Norcross, GA 30092. 9. Mr Fixer Pro LLC (“Obligor”) is a limited liability company existing under the laws of the state of Georgia with an office and place of business located at 4290 Bells Ferry Rd, Kennesaw, GA 30144. 10. Pedro Juan Maysonet (“Guarantor”) is an individual and resident of the state of Georgia with a usual place of abode located at 7742 Spalding Drive #441, Norcross, GA 30092. 11. On or about July 31, 2023 (“Agreement 1”) ; August 15, 2023 (“Agreement 2”) -2- and August 31, 2023 (“Agreement 3” Collectively with Agreement 1 and Agreement 2 “Agreements”), the Obligor executed commercial standard merchant cash advance Agreements in favor of SQUARE pursuant to which certain sums of money were advanced to the Obligor and required to be repaid to SQUARE in accordance with the terms recited therein (the “Agreements”). A true and accurate copy of the Agreements (redacted as required by Practice Book 4-7) is attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively. 12. Pursuant to the terms of the Agreements, the Obligor was required to make daily payments beginning on July 31, 2023; August 15, 2023, and August 31, 2023, respectively, and continuing thereafter until the date on which SQUARE received the total receivables purchased amount stated in the Agreements. 13. Obligor received the funds evidenced by the Agreements and became obligated to tender payments to SQUARE in accordance with the terms stated in the Agreements. 14. Obligor has breached the obligations of the Agreements by, inter alia, failing to tender the daily installment payments when due (the “Default”). 15. Upon the occurrence of an event of default as defined in the Agreements, SQUARE is vested with the remedies set forth in the Agreements which include, inter alia, the ability to enforce the Agreements by any and all appropriate causes of action, whether sounding in law or equity, and seek entry of a monetary judgment against the Obligors for all amounts remaining due to SQUARE . 16. The Agreements further contains explicit language which permits SQUARE to pursue an ex parte prejudgment remedy under the provisions of Conn. Gen. Stat. § 52-278f. The Agreements recites: COMMERCIAL PREJUDGMENT REMEDY WAIVER EACH AND -3- 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 EXTEND ALLOWED UNDER CONNECTICUT GENERAL STATUTES SECTIONS 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 SQUARE 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 SQUARE 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 SQUARE BY VIRTUE OF ANY DEFAULT OR PROVISION OF THIS AGREEMENT OR SECURITY OR GUARANTY AGREEMENT SECURING THIS AGREEMENT. AS PART OF THE SAID PREJUDGMENT REMEDY WAIVER ABOVE, BUT NOT AS AN EXCLUSIVE REMEDY, EACH AND EVERY MERCHANT OR GUARANTOR THAT MAY BECOME LIABLE FOR ALL OR ANY PART OF THIS OBLIGATION HEREBY ACKNOWLEDGE, UNDERSTAND, AGREE AND CONSENT THAT SQUARE 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 TO CONDUCT BUSINESS IN CONNECTICUT. THIS SECTION AND THE REMEDIES BEING PROVIDED BY MERCHANT AND/OR GUARANTOR TO SQUARE HEREUNDER, IN THE EVENT OF A BREACH OF THIS AGREEMENT, CONSTITUTE A MATERIAL TERM BY WHICH SQUARE AGREED TO ENTER INTO THIS AGREEMENT MERCHANT AND/OR GUARANTOR HAVE THE RIGHT TO A HEARING TO CHALLENGE ANY ATTACHMENT AND/OR GARNISHMENT ISSUED PURSUANT TO THIS SECTION AND SUBSTITUTE A BOND IN PLACE OF ANY ATTACHMENT/GARNISHMENT, AS WELL AS SEEK ANY OTHER REMEDIES IN ACCORDANCE WITH CONNECTICUT LAW. 17. Obligor has failed, neglected and/or refused to cure the Default by payment to -4- SQUARE of all sums due to it and, as a result, SQUARE has elected to commence this action pursuant to its rights under the Agreements and Connecticut law for enforcement of its rights thereunder. 18. On or about the date of the execution of the Agreements, Guarantor executed and conveyed a continuing guarantee agreement as additional security for Obligor’s performance of the payment terms of the Agreements (the “Guarantee”). A true and accurate copy of the Guarantee (redacted as required by Practice Book § 4-7) is appended to the Agreements and attached hereto as Exhibit A, Exhibit B and Exhibit C, respectively. 19. The terms of the Guarantee require, inter alia, Guarantor to undertake any and all actions required of Obligor under the terms of the Agreements in the event of any default or failure to perform in accordance with the terms recited in the Agreements by the Obligor. 20. Obligor has breached the obligations of the AGREEMENTS by, inter alia, failing to tender the weekly installment payments when due (the “Default”). 21. Guarantor has, to date, failed, refused and/or neglected to tender payment to SQUARE of all amounts remaining due under the Agreements as required by the Guarantee (the “Guarantee Default”). 22. Guarantor’s failure to perform in accordance with the obligations stated within the Guarantee is a breach of their agreement with SQUARE . 23. The Guarantee contains an explicit commercial prejudgment remedy waiver in favor of SQUARE . The Guarantee provides: COMMERCIAL PREJUDGMENT REMEDY WAIVER EACH AND EVERY MERCHANT AND GUARANTOR OF THIS AGREEMENT, AND EACH OTHER PERSON OR ENTITY WHO MAY BECOME -5- 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 EXTEND ALLOWED UNDER CONNECTICUT GENERAL STATUTES SECTIONS 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 SQUARE 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 SQUARE 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 SQUARE BY VIRTUE OF ANY DEFAULT OR PROVISION OF THIS AGREEMENT OR SECURITY OR GUARANTY AGREEMENT SECURING THIS AGREEMENT. AS PART OF THE SAID PREJUDGMENT REMEDY WAIVER ABOVE, BUT NOT AS AN EXCLUSIVE REMEDY, EACH AND EVERY MERCHANT OR GUARANTOR THAT MAY BECOME LIABLE FOR ALL OR ANY PART OF THIS OBLIGATION HEREBY ACKNOWLEDGE, UNDERSTAND, AGREE AND CONSENT THAT SQUARE 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 TO CONDUCT BUSINESS IN CONNECTICUT. THIS SECTION AND THE REMEDIES BEING PROVIDED BY MERCHANT AND/OR GUARANTOR TO SQUARE HEREUNDER, IN THE EVENT OF A BREACH OF THIS AGREEMENT, CONSTITUTE A MATERIAL TERM BY WHICH SQUARE AGREED TO ENTER INTO THIS AGREEMENT. MERCHANT AND/OR GUARANTOR HAVE THE RIGHT TO A HEARING TO CHALLENGE ANY ATTACHMENT AND/OR GARNISHMENT ISSUED PURSUANT TO THIS SECTION AND SUBSTITUTE A BOND IN PLACE OF ANY ATTACHMENT/GARNISHMENT, AS WELL AS SEEK ANY OTHER REMEDIES IN ACCORDANCE WITH CONNECTICUT LAW. -6- 24. As a result of the collective defaults of the parties under the Agreements and Guarantee, there remain the following sums due and owing to SQUARE as of the date of this affidavit: Under Agreement 1: Remaining Receivables Purchased Amount $ 35,199.30 Non-Sufficient Funds Fee $ 1,800.00 Default Fee $ 2,500.00 Attorney’s Fees $ 8,799.83 Under Agreement 2: Remaining Receivables Purchased Amount $ 50,805.44 Non-Sufficient Funds Fee $ 2,450.00 Default Fee $ 2.500.00 Attorney’s Fees $ 12,701.36 Under Agreement 3: Remaining Receivables Purchased Amount $ 33,248.37 Non-Sufficient Funds Fee $ 1,700.00 Default Fee $ 2,500.00 Attorney’s Fees $ 8,312.09 TOTAL DUE $ 162,566.39 25. The Agreements and Guarantee both contain a venue and forum selection clause which specifies that any litigation relating thereto shall be commenced and maintained exclusively in any court located in Fairfield to the exclusion of all other venues and/or forums. 26. The Agreements and Guarantee both provide that SQUARE shall be entitled to -7- EXHIBIT A DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129 Page 1 of 20 SQUARE FUNDING LLC 320 Boston Post Road, Suite 180-199, Darien, CONNECTICUT, 06820 848.299.9005 info@squareadvance.com STANDARD MERCHANT CASH ADVANCE AGREEMENT This is an Agreement dated July 31, 2023 by and between SQUARE FUNDING LLC ("SQUARE") , inclusive of its successors and assigns, and each merchant listed below ("Merchant"). Merchant’s Legal Name: MARBELLA CULTIVATION WORLDEWIDE, LLC D/B/A/: Fed ID #: Type of Entity: LIMITED LIABILITY COMPANY Business Address: 7742 Spalding Drive, #441 City: Norcross State: GEORGIA Zip: 30092 Contact Address: 7742 Spalding Drive, #441 City: Norcross State: GEORGIA Zip: 30092 E-mail Address: pete@mcwgp.com Phone Number: 6785909017 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 $30,000.00 installments. Receivables Purchased Amount This is the amount of Receivables (defined in Section 1 below) being sold. This amount may be sold in $44,970.00 installments if there is an Addendum stating that it will be sold in installments. Specified Percentage This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased 14.00% Amount is paid in full. Net Funds Provided This is the net amount being paid to or on behalf of Merchant(s) after deduction of applicable fees listed $28,950.00 in Section 2 below. This amount may be paid in installments if there is an Addendum stating that it will be paid in installments. Net Amount to Be Received Directly by Merchant(s) This is the net amount being received directly by Merchant(s) after deduction of applicable fees listed in Section 2 below and the payment of any part of the Purchase Price elsewhere pursuant to an 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 $9,762.80 by Merchant(s), then the Net Amount to be Received Directly by Merchant(s) is subject to change based on any change in the amount of the other obligation(s) to be paid off. Initial Estimated Payment $511.02 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 per DAY Section 4 below. I have read and agree to the terms and conditions set forth above: Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023 DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129 Page 2 of 20 STANDARD MERCHANT CASH ADVANCE AGREEMENT TERMS AND CONDITIONS 1. Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to SQUARE (making SQUARE 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 SQUARE. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by SQUARE, each Merchant’s Receivables, up to the balance of the Receivables Purchased Amount, are the property of SQUARE and not the property of any Merchant. Each Merchant agrees that it is a fiduciary for SQUARE and that each Merchant will hold Receivables in trust for SQUARE in its capacity as a fiduciary for SQUARE. The Receivables Purchased Amount shall be paid to SQUARE by each Merchant irrevocably authorizing only one depositing account acceptable to SQUARE (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 SQUARE receives payment in full of the Receivables Purchased Amount. Each Merchant hereby authorizes SQUARE to ACH debit the specified remittances from the Account on a daily basis as of the next business day after the date of this Agreement and will provide SQUARE 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). SQUARE is not responsible for any overdrafts or rejected transactions that may result from SQUARE’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 SQUARE exceeds the amount of the Purchase Price, SQUARE 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 SQUARE for the following fees, where applicable: A. $1,050.00 - 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 SQUARE is returned or otherwise rejected. No Merchant will be held responsible for such a fee if any Merchant gives SQUARE notice no more than one business day in advance that the Account will have insufficient funds to be debited by SQUARE and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may be deducted from any payment collected by SQUARE or may be collected in addition to any other payment collected by SQUARE 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 SQUARE 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. $________ - 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 SQUARE’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, SQUARE may instead debit an “Estimated Payment” from the Account everyday. The Estimated Payment is intended to be an approximation of no more than the Specified Percentage. The initial amount of the Estimated Payment is $511.02, subject to reconciliation as set forth in Section 4. Notwithstanding any provision herein to the contrary, SQUARE is permitted to debit the Account to make up for a previous Estimated Payment that was not debited because SQUARE was closed that day, to make up for any previous Estimated Payment that was not collected because the debit did not clear for any reason, to collect any amount due resulting from a reconciliation as set forth in Section 4, to collect any of the fees listed in Section 2, or to collect any amount due as a result of an Event of Default defined in Section 30. 4. Reconciliations. Any Merchant may contact SQUARE’s Reconciliation Department to request that SQUARE conduct a reconciliation in order to ensure that the amount that SQUARE 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 SQUARE or by sending an e-mail to info@squareadvance.com stating that a reconciliation is being requested. In order to I have read and agree to the terms and conditions set forth above: Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023 DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129 Page 3 of 20 STANDARD MERCHANT CASH ADVANCE AGREEMENT 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. SQUARE 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. SQUARE 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 SQUARE 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 SQUARE collected more than it was entitled to, then SQUARE will credit to the Account all amounts to which SQUARE 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 SQUARE collected less than it was entitled to, then SQUARE will debit from the Account all additional amounts to which SQUARE 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 SQUARE, to obtain electronic fund transfer services and/or “ACH” payments. Merchant(s) shall provide SQUARE and/or its authorized agent with all of the information, authorizations, and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize SQUARE and/or its agent(s) to deduct the amounts owed to SQUARE for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant and to pay such amounts to SQUARE by permitting SQUARE to withdraw the Specified Percentage by ACH debiting of the account. The authorization shall be irrevocable absent SQUARE’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 SQUARE receives the full Receivables Purchased Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 4, 6, 7, 8, 10, 11, 13, 14, 15, 17, 18, 19, 22, 23, 28, 31, 32, 33, 34, 35, 37, 38, 39, 40, 41, 42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement. 7. Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its business and that the payments to be made from each Merchant to SQUARE 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 SQUARE and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to SQUARE any bank or financial statements, tax returns, and other documents and records, as SQUARE 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. SQUARE is authorized to update such information and financial profiles from time to time as it deems appropriate. 9. Monitoring, Recording, and Electronic Communications. SQUARE 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 SQUARE and any Merchant or its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for SQUARE 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. SQUARE 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 SQUARE permission to call or send a text message to any telephone number given to SQUARE 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 SQUARE permission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that SQUARE 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 I have read and agree to the terms and conditions set forth above: Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023 DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129 Page 4 of 20 STANDARD MERCHANT CASH ADVANCE AGREEMENT telecommunications, wireless, and/or Internet services, and that SQUARE 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 SQUARE’s documents, forms, and recorded interview(s) is true, accurate, and complete in all respects. SQUARE may produce a monthly statement reflecting the delivery of the Specified Percentage of Receivables from Merchant(s) to SQUARE. An investigative report may be made in connection with the Agreement. Each Merchant and each Owner signing this Agreement authorize SQUARE, its agents and representatives, and any creditreporting agency engaged by SQUARE, 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 SQUARE under this Agreement or for SQUARE’s ability to determine any Merchant’s eligibility to enter into any future agreement with SQUARE. 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 SQUARE under the Fair Credit Reporting Act, authorizing SQUARE to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes SQUARE 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 SQUARE under the Fair Credit Reporting Act, authorizing SQUARE to obtain information from their personal credit profile or other information from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes SQUARE to obtain such information in accordance with a merchant cash advance application. 11. Transactional History. Each Merchant authorizes its bank to provide SQUARE 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 SQUARE for monies owed to SQUARE from any Merchant and (b) actions taken by any Processor in reliance upon information or instructions provided by SQUARE. 13. No Liability. In no event will SQUARE 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 SQUARE 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 SQUARE to any Merchant. SQUARE is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in SQUARE 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. SQUARE 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 SQUARE 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 SQUARE does not purchase, sell, or offer to purchase or sell securities and that this Agreement is not a security, an offer to sell any security, or a solicitation of an offer to buy any security. Although certain jurisdictions require the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the transaction encompassed by this Agreement is not a loan and does not have an interest rate. 15. Power of Attorney. Each Merchant irrevocably appoints SQUARE 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 SQUARE 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 SQUARE 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 SQUARE from each Merchant, including without I have read and agree to the terms and conditions set forth above: Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023 DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129 Page 5 of 20 STANDARD MERCHANT CASH ADVANCE AGREEMENT limitation (i) to collect monies due or to become due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes, drafts, instruments, documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to SQUARE; and (iv) to file any claims or take any action or institute any proceeding which SQUARE 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 SQUARE, 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. SQUARE may enforce the provisions of the Guarantee against Guarantor. Protection 3. SQUARE may enforce its security interest in the Collateral identified in Section 29. Protection 4. SQUARE may proceed to protect and enforce its rights and remedies by litigation or arbitration. Protection 5. SQUARE 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 7. SQUARE 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 SQUARE 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 SQUARE an irrevocable power-of-attorney, which power-of-attorney will be coupled with an interest, and hereby appoints SQUARE 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 SQUARE 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 SQUARE 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 SQUARE or any of its affiliates relating to any (i) investigation undertaken by or on behalf of SQUARE 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 SQUARE, including this Agreement and any other SQUARE documents (collectively, “Confidential Information”) are proprietary and confidential information of SQUARE. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose Confidential Information of SQUARE 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. 19. D/B/As. Each Merchant hereby acknowledges and agrees that SQUARE may be using “doing business as” or “d/b/a” names in connection with various matters relating to the transaction between SQUARE 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 SQUARE, and future statements which will be furnished hereafter at the request of SQUARE, 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 SQUARE 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. I have read and agree to the terms and conditions set forth above: Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023 DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129 Page 6 of 20 STANDARD MERCHANT CASH ADVANCE AGREEMENT 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 SQUARE’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 SQUARE or change any place(s) of its business without giving prior written notice to SQUARE. 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 SQUARE, other than any for which SQUARE has actual or constructive knowledge 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 SQUARE 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 SQUARE. 28. Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes and not as a consumer for personal, family, or household purposes. 29. Security Interest. To secure each Merchant’s payment and performance obligations to SQUARE under this Agreement and any future agreement with SQUARE, each Merchant hereby grants to SQUARE a security interest in collateral (the “Collateral”), that is defined as collectively: (a) all accounts, including without limitation, all deposit accounts, accountsreceivable, and other receivables, chattel paper, documents, equipment, general intangibles, instruments, and inventory, as those terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by any Merchant; and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest granted to SQUARE under any other agreement between any Merchant or Guarantor and SQUARE (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 CrossCollateral, as applicable. Each Merchant agrees to execute any documents or take any action in connection with this Agreement as SQUARE deems necessary to perfect or maintain SQUARE’s first priority security interest in the Collateral and the Cross-Collateral, including the execution of any account control agreements. Each Merchant hereby authorizes SQUARE to file any financing statements deemed necessary by SQUARE to perfect or maintain SQUARE’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge to SQUARE with respect to the Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering with SQUARE’s rights. Each Merchant shall be liable for and SQUARE may charge and collect all costs and expenses, including but not limited to attorney fees, which may be incurred by SQUARE in protecting, preserving, and enforcing SQUARE’s security interest and rights. Each erchant further acknowledges that SQUARE may use another legal name and/or D/B/A or an agent when designating the Secured Party hen SQUARE files the abovereferenced 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 in any Agreement with SQUARE that has not been terminated proves to have been incorrect, false, or misleading in any material respect when made; (2) Any Merchant causes any ACH debit to the Account by SQUARE to be blocked or stopped without providing any advance written notice to SQUARE with an alternative method for SQUARE to collect the blocked or stopped payment, which I have read and agree to the terms and conditions set forth above: Name: PEDRO JUAN MAYSONET Title: Owner Date: July 31, 2023 DocuSign Envelope ID: 7D4EFFC9-EAE0-4CC3-A5E5-A8CEBA71A129 Page 7 of 20 STANDARD MERCHANT CASH ADVANCE AGREEMENT notice may be given by e-mail to info@squareadvance.com; (3) Any Merchant intentionally prevents SQUARE 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 SQUARE 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 SQUARE 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 info@squareadvance.com. 31. Remedies. In case any Event of Default occurs and is not waived, SQUARE 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 SQUARE in connection with this Agreement, including each Protection listed in Section 16, may be exercised at any time by SQUARE 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 equ