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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) August 31, 2023
INVO
BIOSCIENCE, INC.
(Exact
name of registrant as specified in its charter)
Nevada |
|
001-39701 |
|
20-4036208 |
(State
or other jurisdiction
of
incorporation) |
|
(Commission
File
Number) |
|
(I.R.S.
Employer
Identification
No.) |
5582
Broadcast Court
Sarasota,
FL 34240
(Address
of principal executive offices, including zip code)
(978)
878-9505
(Registrant’s
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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 |
Common
Stock, $0.0001 par value |
|
INVO |
|
The
Nasdaq Stock Market LLC |
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
August 31, 2023, INVO Bioscience, Inc. (the “Company”) entered into a Standard Merchant Cash Advance Agreement (the “Cash
Advance Agreement”) with a merchant (the “Merchant”) under which the Merchant purchased $746,750 of our receivables
for a gross purchase price of $515,000. We received net cash proceeds of $134,018 after applying $390,892 towards the repayment of that
certain Standard Merchant Cash Advance Agreement between the Company and the Merchant, dated July 19, 2023. The Cash Advance Agreement
provides that if we repay the purchase price within 30-days then the amount of receivables shall be reduced to $643,750, and that if
we repay the purchase price on days 31 to 60 then the amount of receivables shall be reduced to $674,650. Until the purchase price has
been repaid, we agreed to pay Merchant $16,594
per week. In addition, we granted the Merchant a security interest in our accounts, including deposit accounts and accounts receivable.
We intend to use the proceeds for working capital and general corporate purposes.
The
foregoing summary of the Cash Advance Agreement does not purport to be complete and is qualified in its entirety by reference to the
full text of such Cash Advance Agreement which is filed hereto as Exhibit 10.1, and is incorporated herein by reference.
Item
2.03 |
Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. |
The
information set forth in Item 1.01 is incorporated herein by reference.
Item
9.01 |
Financial
Statements and Exhibits |
(d)
Exhibits.
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.
Date:
September 1, 2023 |
INVO
BIOSCIENCE, INC. |
|
|
|
/s/
Steven Shum |
|
Steven
Shum |
|
Chief
Executive Officer |
Exhibit 10.1
CEDAR
ADVANCE LLC
5401
Collins Avenue CU-9A
Miami Beach, FL 33140 (786)
reconciliations@cedaradvance.com
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
This
is an Agreement dated 08/31/2023 by and between CEDAR
ADVANCE LLC (“CEDAR”), inclusive of its successors and assigns, and each merchant listed below
(“Merchant”).
Merchant’s
Legal Name: |
INVO
BIOSCIENCE, INC. |
D/B/A/:
|
|
|
Fed
ID #: |
[REDACTED] |
Type
of Entity: |
X |
|
Corporation |
|
|
Limited
Liability Company |
|
|
Partnership |
|
|
Sole
Proprietorship |
|
Business
Address: |
5582
BROADCAST CT |
|
City: |
SARASOTA |
|
State: |
FL |
|
Zip: |
34240 |
|
|
|
|
|
|
|
|
|
|
|
Contact
Address: |
5582
BROADCAST CT |
|
City: |
SARASOTA |
|
State: |
FL |
|
Zip: |
34240 |
E-mail
Address: |
|
|
Phone
Number: |
|
Purchase Price This is the amount being paid to Merchant(s) for the Receivables Purchased Amount (defined below). This amount may be paid in installments if there is an Addendum stating that it will be paid in installments. | |
$ | 515,000.00 | |
| |
| | |
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. | |
$ | 746,750.00 | |
| |
| | |
Specified
Percentage This is the percentage of Receivables (defined below) to be delivered until the Receivables Purchased Amount is paid in full. | |
| 20 | % |
| |
| | |
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. | |
$ | 505,000.00 | |
| |
| | |
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. | |
$ | 134,018.00 | |
| |
| | |
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. | |
$ | 16,594.00 | |
| |
| per | |
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
TERMS
AND CONDITIONS
1.
Sale of Future Receipts. Merchant(s) hereby sell, assign, and transfer to CEDAR (making CEDAR the absolute owner) in consideration
of the funds provided (“Purchase Price”) specified above, all of each Merchant’s future accounts, contract rights,
and other obligations arising from or relating to the payment of monies from each Merchant’s customers and/or other third party
payors (the “Receivables”, defined as all payments made by cash, check, credit or debit card, electronic transfer, or other
form of monetary payment in the ordinary course of each merchant’s business), for the payment of each Merchant’s sale of
goods or services until the amount specified above (the “Receivables Purchased Amount”) has been delivered by Merchant(s)
to CEDAR. Each Merchant hereby acknowledges that until the Receivables Purchased Amount has been received in full by CEDAR, each Merchant’s
Receivables, up to the balance of the Receivables Purchased Amount, are the property of CEDAR and not the property of any Merchant. Each
Merchant agrees that it is a fiduciary for CEDAR and that each Merchant will hold Receivables in trust for CEDAR in its capacity as a
fiduciary for CEDAR.
The
Receivables Purchased Amount shall be paid to CEDAR by each Merchant irrevocably authorizing only one depositing account acceptable to
CEDAR (the “Account”) to remit the percentage specified above (the “Specified Percentage”) of each Merchant’s
settlement amounts due from each transaction, until such time as CEDAR receives payment in full of the Receivables Purchased Amount.
Each Merchant hereby authorizes CEDAR to ACH debit the specified remittances and any applicable fees listed in Section 2 from the Account
on a daily basis as of the next business day after the date of this Agreement and will provide CEDAR with all required access codes and
monthly bank statements. Each Merchant understands that it will be held responsible for any fees resulting from a rejected ACH attempt
or an Event of Default (see Section 2). CEDAR is not responsible for any overdrafts or rejected transactions that may result from CEDAR’s
ACH debiting the Specified Percentage amounts under the terms of this Agreement. Each Merchant acknowledges and agrees that until the
amount of the Receivables collected by CEDAR exceeds the amount of the Purchase Price, CEDAR will be permitted not treat any amount collected
under this Agreement as profit for taxation and accounting purposes.
2.
Additional Fees. In addition to the Receivables Purchased Amount, each Merchant will be held responsible to CEDAR for the following
fees, where applicable:
A.
$ 10,000 - 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 CEDAR is returned or otherwise rejected. No Merchant will
be held responsible for such a fee if any Merchant gives CEDAR notice no more than one business day in advance that the Account will
have insufficient funds to be debited by CEDAR and no Merchant is otherwise in default of the terms of the Agreement. Each such fee may
be deducted from any payment collected by CEDAR or may be collected in addition to any other payment collected by CEDAR under this Agreement.
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 CEDAR filing a UCC-1 financing statement to secure its interest in the Receivables Purchased Amount.
A $195.00 UCC termination fee will be charged if a UCC filing is terminated.
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 CEDAR’s legal or contractual rights against each Merchant and/or each Guarantor, if required, as explained
in other Sections of this Agreement.
3.
Estimated Payments. Instead of debiting the Specified Percentage of Merchant’s Receivables, CEDAR may instead debit $
16,594.00 (“Estimated Payment”) from the Account every WEEK . The Estimated Payment is intended to be an approximation
of no more than the Specified Percentage, subject to reconciliation.
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD MERCHANT CASH ADVANCE AGREEMENT
4.
Reconciliations. Any Merchant may contact CEDAR’s Reconciliation Department to request that CEDAR conduct a reconciliation
in order to ensure that the amount that CEDAR has collected equals the Specified Percentage of Merchant(s)’s Receivables under
this Agreement. A request for a reconciliation by any Merchant must be made by giving written notice of the request to CEDAR or by sending
an e-mail to reconciliations@cedaradvance.com stating that a reconciliation is being requested. In order to effectuate the reconciliation,
any Merchant must produce with its request any and all bank statements covering the period from the date of this Agreement through the
date of the request for a reconciliation as well as Merchant’s account reports showing transactions in the month to date, or other
documents or reports available to Merchant for verification of its revenues, or , if available, the login and password for the Account.
Once, notified of a request for reconciliation, CEDAR will instruct it’s ACH processor to pause ACH debits from Merchant’s
account until the reconciliation process is complete. CEDAR will complete each reconciliation requested by any Merchant within two business
days after receipt of proper notice of a request for one accompanied by the information and documents required for it. CEDAR may also
conduct a reconciliation on its own at any time by reviewing Merchant(s)’s Receivables covering the period from the date of this
Agreement until the date of initiation of the reconciliation, each such reconciliation will be completed within two business days after
its initiation, and CEDAR will give each Merchant written notice of the determination made based on the reconciliation within one business
day after its completion. If a reconciliation determines that CEDAR collected more than it was entitled to, then CEDAR will credit to
the Account all amounts to which CEDAR was not entitled and, if there is an Estimated Payment, decrease the amount of the Estimated Payment
so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through the
date of the reconciliation. If a reconciliation determines that CEDAR collected less than it was entitled to, then CEDAR will debit from
the Account all additional amounts to which CEDAR was entitled and, if there is an Estimated Payment, increase the amount of the Estimated
Payment so that it is consistent with the Specified Percentage of Merchant(s)’s Receivables from the date of the Agreement through
the date of the reconciliation. For the avoidance of doubt, in the event Merchant desires reconciliation it shall be Merchant’s
sole responsibility to initiate the reconciliation process in this Section 4. Nothing herein limits the amount of times that a reconciliation
may be requested or conducted.
5.
Merchant Deposit Agreement. Merchant(s) shall appoint a bank acceptable to CEDAR, to obtain electronic fund transfer services
and/or “ACH” payments. Merchant(s) shall provide CEDAR and/or its authorized agent with all of the information, authorizations,
and passwords necessary to verify each Merchant’s Receivables. Merchant(s) shall authorize CEDAR and/or its agent(s) to deduct
the amounts owed to CEDAR for the Receivables as specified herein from settlement amounts which would otherwise be due to each Merchant
and to pay such amounts to CEDAR by permitting CEDAR to withdraw the Specified Percentage by ACH debiting of the account. The authorization
shall be irrevocable as to each Merchant absent CEDAR’s written consent until the Receivables Purchased Amount has been paid in
full or the Merchant becomes bankrupt or goes out of business without any prior default under this Agreement.
6.
Term of Agreement. The term of this Agreement is indefinite and shall continue until CEDAR receives the full Receivables Purchased
Amount, or earlier if terminated pursuant to any provision of this Agreement. The provisions of Sections 1, 2, 3, 4, 5, 6, 7, 9, 10,
12, 13, 14, 15, 16, 17, 18, 22, 25, 26, 27, 28, 29, 30, 31, 32, 33, 34, 35, 36, 37, 38, 39, 40,
41,
42, 43, 44, 45, 46, 47, 48, 49, 50, 51, and 52 shall survive any termination of this Agreement.
7.
Ordinary Course of Business. Each Merchant acknowledges that it is entering into this Agreement in the ordinary course of its
business and that the payments to be made from each Merchant to CEDAR under this Agreement are being made in the ordinary course of each
Merchant’s business.
8.
Financial Condition. Each Merchant and each Guarantor (Guarantor being defined as each signatory to the Guarantee of this Agreement)
authorizes CEDAR and its agent(s) to investigate each Merchant’s financial responsibility and history, and will provide to CEDAR
any bank or financial statements, tax returns, and other documents and records, as CEDAR deems necessary prior to or at any time after
execution of this Agreement. A photocopy of this authorization will be deemed as acceptable for release of financial information. CEDAR
is authorized to update such information and financial profiles from time to time as it deems appropriate.
9.
Monitoring, Recording, and Electronic Communications. CEDAR may choose to monitor and/or record telephone calls with any Merchant
and its owners, employees, and agents. By signing this Agreement, each Merchant agrees that any call between CEDAR and any Merchant or
its representatives may be monitored and/or recorded. Each Merchant and each Guarantor grants access for CEDAR to enter any Merchant’s
premises and to observe any Merchant’s premises without any prior notice to any Merchant at any time after execution of this Agreement.
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD MERCHANT CASH ADVANCE AGREEMENT
CEDAR
may use automated telephone dialing, text messaging systems, and e-mail to provide messages to Merchant(s), Owner(s) (Owner being
defined as each person who signs this Agreement on behalf of a Merchant), and Guarantor(s) about Merchant(s)’s account.
Telephone messages may be played by a machine automatically when the telephone is answered, whether answered by an Owner, a
Guarantor, or someone else. These messages may also be recorded by the recipient’s answering machine or voice mail. Each
Merchant, each Owner, and each Guarantor gives CEDAR permission to call or send a text message to any telephone number given to
CEDAR in connection with this Agreement and to play pre-recorded messages and/or send text messages with information about this
Agreement and/or any Merchant’s account over the phone. Each Merchant, each Owner, and each Guarantor also gives CEDAR
permission to communicate such information to them by e-mail. Each Merchant, each Owner, and each Guarantor agree that CEDAR will
not be liable to any of them for any such calls or electronic communications, even if information is communicated to an unintended
recipient. Each Merchant, each Owner, and each Guarantor acknowledge that when they receive such calls or electronic communications,
they may incur a charge from the company that provides them with telecommunications, wireless, and/or Internet services, and that
CEDAR has no liability for any such charges.
10.
Accuracy of Information Furnished by Merchant and Investigation Thereof. To the extent set forth herein, each of the parties
is obligated upon his, her, or its execution of the Agreement to all terms of the Agreement. Each Merchant and each Owner signing this
Agreement represent that he or she is authorized to sign this Agreement for each Merchant, legally binding said Merchant to its obligations
under this Agreement and that the information provided herein and in all of CEDAR’s documents, forms, and recorded interview(s)
is true, accurate, and complete in all respects. CEDAR may produce a monthly statement reflecting the delivery of the Specified Percentage
of Receivables from Merchant(s) to CEDAR. An investigative report may be made in connection with the Agreement. Each Merchant and each
Owner signing this Agreement authorize CEDAR, its agents and representatives, and any credit-reporting agency engaged by CEDAR, to (i)
investigate any references given or any other statements obtained from or about each Merchant or any of its Owners for the purpose of
this Agreement, and (ii) pull credit report at any time now or for so long as any Merchant and/or Owners(s) continue to have any obligation
to CEDAR under this Agreement or for CEDAR’s ability to determine any Merchant’s eligibility to enter into any future agreement
with CEDAR. Any misrepresentation made by any Merchant or Owner in connection with this Agreement may constitute a separate claim for
fraud or intentional misrepresentation.
Authorization
for soft pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’
to CEDAR under the Fair Credit Reporting Act, authorizing CEDAR to obtain information from their personal credit profile or other information
from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CEDAR to obtain such information solely to conduct
a pre-qualification for credit.
Authorization
for hard pulls: Each Merchant and each Owner understands that by signing this Agreement, they are providing ‘written instructions’
to CEDAR under the Fair Credit Reporting Act, authorizing CEDAR to obtain information from their personal credit profile or other information
from Experian, TransUnion, and Equifax. Each Merchant and each Guarantor authorizes CEDAR to obtain such information in accordance with
a merchant cash advance application.
11.
Transactional History. Each Merchant authorizes its bank to provide CEDAR with its banking and/or credit card processing history.
12.
Indemnification. Each Merchant and each Guarantor jointly and severally indemnify and hold harmless each Merchant’s credit
card and check processors (collectively, “Processor”) and Processor’s officers, directors, and shareholders against
all losses, damages, claims, liabilities, and expenses (including reasonable attorney and expert fees) incurred by Processor resulting
from (a) claims asserted by CEDAR for monies owed to CEDAR from any Merchant and (b) actions taken by any Processor in reliance upon
information or instructions provided by CEDAR.
13.
No Liability. In no event will CEDAR be liable for any claims asserted by any Merchant under any legal theory for lost profits,
lost revenues, lost business opportunities, exemplary, punitive, special, incidental, indirect, or consequential damages, each of which
is waived by each Merchant and each Guarantor.
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
14.
Sale of Receivables. Each Merchant and CEDAR agree that the Purchase Price under this Agreement is in exchange for the Receivables
Purchased Amount and that such Purchase Price is not intended to be, nor shall it be construed as a loan from CEDAR to any Merchant.
CEDAR is entering into this Agreement knowing the risks that each Merchant’s business may decline or fail, resulting in CEDAR not
receiving the Receivables Purchased Amount. Any Merchant going bankrupt, going out of business, or experiencing a slowdown in business
or a delay in collecting Receivables will not on its own without anything more be considered a breach of this Agreement. Each Merchant
agrees that the Purchase Price in exchange for the Receivables pursuant to this Agreement equals the fair market value of such Receivables.
CEDAR has purchased and shall own all the Receivables described in this Agreement up to the full Receivables Purchased Amount as the
Receivables are created. Payments made to CEDAR in respect to the full amount of the Receivables shall be conditioned upon each Merchant’s
sale of products and services and the payment therefor by each Merchant’s customers in the manner provided in this Agreement. Each
Merchant and each Guarantor acknowledges that CEDAR does not purchase, sell, or offer to purchase or sell securities and that this Agreement
is not a security, an offer to sell any security, or a solicitation of an offer to buy any security. Although certain jurisdictions require
the disclosure of an Annual Percentage Rate or APR in connection with this Agreement, those disclosures do not change the fact that the
transaction encompassed by this Agreement is not a loan and does not have an interest rate.
15.
Power of Attorney. Each Merchant irrevocably appoints CEDAR as its agent and attorney-in-fact with full authority to take any
action or execute any instrument or document to settle all obligations due to CEDAR for the benefit of each Merchant and only in order
to prevent the occurrence of an Event of Default (as described in Section 30). If an Event of Default takes place under Section 30, then
each Merchant irrevocably appoints CEDAR as its agent and attorney-in-fact with full authority to take any action or execute any instrument
or document to settle all obligations due to CEDAR from each Merchant, including without limitation (i) to collect monies due or to become
due under or in respect of any of the Collateral (which is defined in Section 29); (ii) to receive, endorse and collect any checks, notes,
drafts, instruments, documents, or chattel paper in connection with clause (i) above; (iii) to sign each Merchant’s name on any
invoice, bill of lading, or assignment directing customers or account debtors to make payment directly to CEDAR; and (iv) to file any
claims or take any action or institute any proceeding which CEDAR may deem necessary for the collection of any of the unpaid Receivables
Purchased Amount from the Collateral, or otherwise to enforce its rights with respect to payment of the Receivables Purchased Amount.
16.
Protections Against Default. The following Protections 1 through 6 may be invoked by CEDAR, immediately and without notice to
any Merchant if any Event of Default listed in Section 30 has occurred.
Protection
1: The full uncollected Receivables Purchased Amount plus all fees due under this Agreement may become due and payable in full immediately.
Protection
2. CEDAR may enforce the provisions of the Guarantee against Guarantor. Protection 3. CEDAR may enforce its security interest in the
Collateral identified in Section 29.
Protection
4. CEDAR may proceed to protect and enforce its rights and remedies by litigation or arbitration.
Protection
5. CEDAR may debit any Merchant’s depository accounts wherever situated by means of ACH debit or electronic or facsimile signature
on a computer-generated check drawn on any Merchant’s bank account or otherwise, in an amount consistent with the terms of this
Agreement.
Protection
6. CEDAR will have the right, without waiving any of its rights and remedies and without notice to any Merchant and/or Guarantor, to
notify each Merchant’s credit card and/or check processor and account debtor(s) of the sale of Receivables hereunder and to direct
such credit card processor and account debtor(s) to make payment to CEDAR of all or any portion of the amounts received by such credit
card processor and account debtor(s) on behalf of each Merchant. Each Merchant hereby grants to CEDAR an irrevocable power-of-attorney,
which power-of-attorney will be coupled with an interest, and hereby appoints CEDAR and its representatives as each Merchant’s
attorney-in-fact to take any and all action necessary to direct such new or additional credit card and/or check processor and account
debtor(s) to make payment to CEDAR as contemplated by this Section.
17.
Protection of Information. Each Merchant and each person signing this Agreement on behalf of each Merchant and/or as Owner,
in respect of himself or herself personally, authorizes CEDAR to disclose information concerning each Merchant, Owner and/or Guarantor’s
credit standing and business conduct to agents, affiliates, subsidiaries, and credit reporting bureaus. Each Merchant, Guarantor, and
Owner hereby waives to the maximum extent permitted by law any claim for damages against CEDAR or any of its affiliates relating to any
(i) investigation undertaken by or on behalf of CEDAR as permitted by this Agreement or (ii) disclosure of information as permitted by
this Agreement.
18.
Confidentiality. Each Merchant understands and agrees that the terms and conditions of the products and services offered by
CEDAR, including this Agreement and any other CEDAR documents (collectively, “Confidential Information”) are proprietary
and confidential information of CEDAR. Accordingly, unless disclosure is required by law or court order, Merchant(s) shall not disclose
Confidential Information of CEDAR to any person other than an attorney, accountant, financial advisor, or employee of any Merchant who
needs to know such information for the purpose of advising 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: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
19.
D/B/As. Each Merchant hereby acknowledges and agrees that CEDAR may be using “doing business as” or “d/b/a”
names in connection with various matters relating to the transaction between CEDAR and each Merchant, including the filing of UCC-1 financing
statements and other notices or filings.
20.
Financial Condition and Financial Information. Each Merchant represents, warrants, and covenants that its bank and financial
statements, copies of which have been furnished to CEDAR, and future statements which will be furnished hereafter at the request of CEDAR,
fairly represent the financial condition of each Merchant at such dates, and that since those dates there have been no material adverse
changes, financial or otherwise, in such condition, operation, or ownership of any Merchant. Each Merchant has a continuing affirmative
obligation to advise CEDAR of any material adverse change in its financial condition, operation, or ownership that may have an effect
on any Merchant’s ability to generate Receivables or perform its obligations under this Agreement.
21.
Governmental Approvals. Each Merchant represents, warrants, and covenants that it is in compliance and shall comply with all
laws and has valid permits, authorizations, and licenses to own, operate, and lease its properties and to conduct the business in which
it is presently engaged.
22.
Authorization. Each Merchant represents, warrants, and covenants that it and each person signing this Agreement on behalf of
each Merchant has full power and authority to incur and perform the obligations under this Agreement, all of which have been duly authorized.
23.
Electronic Check Processing Agreement. Each Merchant represents, warrants, and covenants that it will not, without CEDAR’s
prior written consent, change its Processor, add terminals, change its financial institution or bank account, or take any other action
that could have any adverse effect upon any Merchant’s obligations under this Agreement.
24.
Change of Name or Location. Each Merchant represents, warrants, and covenants that it will not conduct its business under any
name other than as disclosed to CEDAR or change any place(s) of its business without giving prior written notice to CEDAR.
25.
No Bankruptcy. Each Merchant represents, warrants, and covenants that as of the date of this Agreement, it does not contemplate
and has not filed any petition for bankruptcy protection under Title 11 of the United States Code and there has been no involuntary petition
brought or pending against any Merchant. Each Merchant further warrants that it does not anticipate filing any such bankruptcy petition
and it does not anticipate that an involuntary petition will be filed against it.
26.
Unencumbered Receivables. Each Merchant represents, warrants, and covenants that it has good, complete, and marketable title
to all Receivables, free and clear of any and all liabilities, liens, claims, changes, restrictions, conditions, options, rights, mortgages,
security interests, equities, pledges, and encumbrances of any kind or nature whatsoever or any other rights or interests that may be
inconsistent with this Agreement or adverse to the interests of CEDAR, other than any for which CEDAR has actual or constructive knowledge
or inquiry notice as of the date of this Agreement.
27.
Stacking. Each Merchant represents, warrants, and covenants that it will not enter into with any party other than CEDAR any
arrangement, agreement, or commitment that relates to or involves the Receivables, whether in the form of a purchase of, a loan against,
collateral against, or the sale or purchase of credits against Receivables without the prior written consent of CEDAR.
28.
Business Purpose. Each Merchant represents, warrants, and covenants that it is a valid business in good standing under the laws
of the jurisdictions in which it is organized and/or operates, and each Merchant is entering into this Agreement for business purposes
and not as a consumer for personal, family, or household purposes.
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
29.
Security Interest. To secure each Merchant’s performance obligations to CEDAR under this Agreement and any future agreement
with CEDAR, each Merchant hereby grants to CEDAR a security interest in collateral (the “Collateral”), that is defined as
collectively: (a) all accounts, including without limitation, all deposit accounts, accounts-receivable, and other receivables, as those
terms are defined by Article 9 of the Uniform Commercial Code (the “UCC”), now or hereafter owned or acquired by any Merchant;
and (b) all proceeds, as that term is defined by Article 9 of the UCC. The parties acknowledge and agree that any security interest granted
to CEDAR under any other agreement between any Merchant or Guarantor and CEDAR (the “Cross-Collateral”) will secure the obligations
hereunder and under this Agreement. Negative Pledge: Each Merchant agrees not to create, incur, assume, or permit to exist, directly
or indirectly, any lien on or with respect to any of the Collateral or the Cross-Collateral, as applicable.
Each
Merchant agrees to execute any documents or take any action in connection with this Agreement as CEDAR deems necessary to perfect or
maintain CEDAR’s first priority security interest in the Collateral and the Cross-Collateral, including the execution of any account
control agreements. Each Merchant hereby authorizes CEDAR to file any financing statements deemed necessary by CEDAR to perfect or maintain
CEDAR’s security interest, which financing statements may contain notification that each Merchant has granted a negative pledge
to CEDAR with respect to the Collateral and the Cross-Collateral, and that any subsequent lienor may be tortiously interfering with CEDAR’s
rights. Each Merchant shall be liable for and CEDAR may charge and collect all costs and expenses, including but not limited to attorney
fees, which may be incurred by CEDAR in protecting, preserving, and enforcing CEDAR’s security interest and rights. Each Merchant
further acknowledges that CEDAR may use another legal name and/or D/B/A or an agent when designating the Secured Party when CEDAR files
the above-referenced financing statement(s).
30.
Events of Default. An “Event of Default” may be considered to have taken place if any of the following occur:
(1)
Any representation or warranty by any Merchant to CEDAR 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 CEDAR to be blocked or stopped without providing any advance written notice to CEDAR
with an alternative method for CEDAR to collect the blocked or stopped payment, which notice may be given by e-mail to reconciliations@cedaradvance.com;
(3)
Any Merchant intentionally prevents CEDAR 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 CEDAR to be stopped or otherwise returned that would
result in an ACH Return Code of R08, R10, or R29 and that Merchant does not within two business days thereafter provide CEDAR with written
notice thereof explaining why that Merchant caused the ACH debit to be stopped or otherwise returned, which notice may be given by e-mail
to reconciliations@cedaradvance.com.
31.
Remedies. In case any Event of Default occurs and is not waived, CEDAR may proceed to protect and enforce its rights or remedies
by suit in equity or by action at law, or both, whether for the specific performance of any covenant, agreement, or other provision contained
herein, or to enforce the discharge of each Merchant’s obligations hereunder, or any other legal or equitable right or remedy.
All rights, powers, and remedies of CEDAR in connection with this Agreement, including each Protection listed in Section 16, may be exercised
at any time by CEDAR after the occurrence of an Event of Default, are cumulative and not exclusive, and will be in addition to any other
rights, powers, or remedies provided by law or equity. In case any Event of Default occurs and is not waived, CEDAR may elect that Merchant(s)
be required to pay to CEDAR 25% of the unpaid balance of the Receivables Purchased Amount as liquidated damages for any reasonable expenses
incurred by CEDAR in connection with recovering the unpaid balance of the Receivables Purchased Amount (“Reasonable Expenses”)
and all Merchant(s) and all Guarantor(s) agree that the Reasonable Expenses bear a reasonable relationship to CEDAR’s actual expenses
incurred in connection with recovering the unpaid balance of the Receivables Purchased Amount.
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
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 CEDAR, which consent may be withheld in CEDAR’s sole discretion. CEDAR may assign, transfer, or sell its rights under
this Agreement, including, without limitation, its rights to receive the Receivables Purchased Amount, and its rights under Section 29
of this Agreement, the Guarantee, and any other agreement, instrument, or document executed in connection with the transactions contemplated
by this Agreement (a “Related Agreement”), or delegate its duties hereunder or thereunder, either in whole or in part. From
and after the effective date of any such assignment or transfer by CEDAR, whether or not any Merchant has actual notice thereof, this
Agreement and each Related Agreement shall be deemed amended and modified (without the need for any further action on the part of any
Merchant or CEDAR) such that the assignee shall be deemed a party to this Agreement and any such Related Agreement and, to the extent
provided in the assignment document between CEDAR and such assignee (the “Assignment Agreement”), have the rights and obligations
of CEDAR under this Agreement and such Related Agreements with respect to the portion of the Receivables Purchased Amount set forth in
such Assignment Agreement, including but not limited to rights in the Receivables, Collateral and Additional Collateral, the benefit
of each Guarantor’s guaranty regarding the full and prompt performance of every obligation that is a subject of the Guarantee,
CEDAR’s rights under Section 16 of this Agreement (Protections Against Default), and to receive damages from any Merchant following
a breach of this Agreement by any Merchant. In connection with such assignment, CEDAR may disclose all information that CEDAR has relating
to any Merchant or its business. Each Merchant agrees to acknowledge any such assignment in writing upon CEDAR’s request.
33.
Notices. All notices, requests, consents, demands, and other communications hereunder shall be delivered by certified mail,
return receipt requested, or by overnight delivery with signature confirmation to the respective parties to this Agreement at their addresses
set forth in this Agreement and shall become effective only upon receipt. Written notice may also be given to any Merchant or Guarantor
by e-mail to the E-mail Address listed on the first page of this Agreement or by text message to the Phone Number listed on the first
page of this Agreement if that phone number is for a mobile phone. Each Merchant and each Guarantor must set its spam or junk mail filter
to accept e-mails sent by reconciliations@cedaradvance.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 CEDAR in the State of Florida, that the Receivables Purchased Amount is being delivered to CEDAR in the State
of Florida, and that the State of Florida has a reasonable relationship to the transactions encompassed by this Agreement. This Agreement,
any dispute or claim relating hereto, whether sounding in contract, tort, law, equity, or otherwise, the relationship between CEDAR and
each Merchant, and the relationship between CEDAR and each Guarantor will be governed by and construed in accordance with the laws of
the State of Florida, without regard to any applicable principles of conflict of laws. Each Merchant represents that it does not have
a principal place of business located in the Commonwealth of Virginia and that therefore the provisions of Chapter 22.1 of Title 6.2
of the Virginia Code are not applicable to this Agreement. Each Merchant agrees that the provisions of Division 9.5 of the California
Financial Code are not applicable to this Agreement if no Business Address listed on the first page of this Agreement or in any addendum
hereto is located in the State of California.
35.
Venue and Forum Selection. This Agreement, and any dispute arising out of or relating to this Agreement or the parties’
relationship, shall be governed by and construed in accordance with the laws of the State of Florida, without regard to any applicable
principles of conflicts of law. Any suit, action, or proceeding arising out of or relating to this Agreement or the transaction contemplated
herein or the interpretation, performance, or breach hereof, shall be instituted in any state court sitting in the State of Florida (the
“Acceptable Forums”), provided that CEDAR may institute suit in another forum. Merchant, each Guarantor and each Owner agree
that the Acceptable Forums are convenient to them, and submit to the personal jurisdiction of the Acceptable Forums and waive any and
all objections to jurisdiction or venue in the Acceptable Forums. Should a proceeding be initiated by Merchant, any Guarantor or any
Owner in any other forum, Merchant, each Guarantor and each Owner waives any right to oppose any motion or application made by CEDAR
to dismiss such proceeding, to remove and/or transfer the proceeding to an Acceptable Forum, and for an anti-suit injunction against
such proceeding (which CEDAR may make in the Acceptable Forums). ADDITIONALLY, MERCHANT, EACH OWNER AND EACH GUARANTOR WAIVE PERSONAL
SERVICE OF ANY SUMMONS AND/OR COMPLAINT OR OTHER PROCESS TO COMMENCE ANY LITIGATION AND AGREE THAT SERVICE OF SUCH DOCUMENTS SHALL BE
EFFECTIVE AND COMPLETE IF SENT BY PRIORITY MAIL OR FIRST CLASS MAIL TO THE MAILING ADDRESS(ES) SET FORTH FOR MERCHANT ABOVE, AND EMAILED
TO THE EMAIL ADDRESS, LISTED ON PAGE 1 OF THIS AGREEMENT OR THE UPDATED MAILING AND EMAIL ADDRESS IN ACCORDANCE WITH PARAGRAPH 33. SERVICE
SHALL BE EFFECTIVE AND COMPLETE 5 DAYS AFTER THE MAILING. MERCHANT WILL THEN HAVE 30 CALENDAR DAYS AFTER SERVICE IS COMPLETE IN WHICH
TO APPEAR IN THE ACTION OR PROCEEDING.
36.
Jury Waiver. The parties agree to waive trial by jury in any dispute between them.
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
37.
Counterclaim Waiver. In any litigation or arbitration commenced by CEDAR, each Merchant and each Guarantor will not be permitted
to interpose any counterclaim.
38.
Statutes of Limitations. Each Merchant and each Guarantor agree that any claim, whether sounding in contract, tort, law, equity,
or otherwise, that is not asserted against CEDAR within one year after its accrual will be time barred. Notwithstanding any provision
in this Agreement to the contrary, each Merchant and each Guarantor agree that any objection by any of them to the jurisdiction of an
arbitrator or to the arbitrability of the dispute and any application made by any of them to stay an arbitration initiated against any
of them by CEDAR will be time barred if made more than 20 days after receipt of the demand for arbitration.
39.
Costs and Legal Fees. If an Event of Default occurs or CEDAR prevails in any litigation or arbitration with any Merchant or
any Guarantor, then each Merchant and each Guarantor must pay CEDAR’s reasonable attorney fees, which may include a contingency
fee of up to 40% of the amount claimed, as well as administrative or filing fees and arbitrator compensation in any arbitration, expert
witness fees, and costs of suit.
40.
Prejudgment and Postjudgment Interest. If CEDAR becomes entitled to the entry of a judgment against any Merchant or any Guarantor,
then CEDAR will be entitled to the recovery of prejudgment interest at a rate of 24% per annum (or 16% per annum if any Merchant is a
sole proprietorship), or the maximum rate permitted by applicable law if less, and upon entry of any such judgment, it will accrue interest
at a postjudgment rate of 24% per annum (or 16% per annum if any Merchant is a sole proprietorship), or the maximum rate permitted by
applicable law if less, which rate will govern over the statutory rate of interest up until actual satisfaction of the judgment.
41.
Class Action Waiver. CEDAR, each Merchant, and each Guarantor agree that they may bring claims against each other relating to
this Agreement only in their individual capacities, and not as a plaintiff or class action member in any purported class or representative
proceedings.
42.
Arbitration. CEDAR HAS THE RIGHT TO REQUEST THAT ANY DISPUTE, CONTROVERSY OR CLAIM BETWEEN CEDAR AND MERCHANT, ANY GUARANTOR
OR ANY OWNER, WHETHER ARISING OUT OF OR RELATING TO THE CONSTRUCTION AND INTERPRETATION OF THIS AGREEMENT OR OTHERWISE (INCLUDING WITHOUT
LIMITATION CLAIMS FOR FRAUD, MISREPRESENTATION, INTENTIONAL TORT, NEGLIGENT TORT OR UNDER ANY LOCAL, STATE OR FEDERAL STATUTE OR RULE),
BE SUBMITTED TO ARBITRATION BEFORE EITHER
(I)
THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH ITS COMMERCIAL RULES, OR (II) MEDIATION AND CIVIL ARBITRATION INC. D/B/A RAPIDRULING
(WWW.RAPIDRULING.COM) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. THE ARBITRATION SHALL BE GOVERNED BY THE FEDERAL ARBITRATION
ACT. THE ARBITRATION SHALL BE DEEMED TO BE LOCATED IN MIAMI-DADE COUNTY, FLORIDA, REGARDLESS OF THE LOCATION OF THE PARTIES OR ARBITRATOR.
TO THE EXTENT PERMITTED BY THE ARBITRATOR RULES, THE ARBITRATION PROCEEDINGS SHALL PROCEED VIRTUALLY OR REMOTELY AND SHALL NOT REQUIRE
THE PARTIES TO APPEAR IN-PERSON. ALL QUESTIONS CONCERNING ARBITRATRABILITY OF ANY DISPUTE SHALL BE DECIDED BY THE ARBITRATOR. CEDAR MAY
DEMAND THAT SUCH DISPUTE BE SUBMITTED TO ARBITRATION EITHER BY (I) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO ALL OTHER PARTIES
IN ACCORDANCE WITH THE NOTICE PROVISION IN PARAGRAPH 33 OF THIS AGREEMENT, OR (II) SENDING A WRITTEN NOTICE OF INTENT TO ARBITRATE TO
THE ATTORNEY OF RECORD FOR MERCHANT, ANY GUARANTOR OR ANY OWNER WHO HAS BROUGHT ANY ACTION OR PROCEEDING BEFORE ANY COURT OR TRIBUNAL
AGAINST CEDAR. INITIALLY, THE PARTIES WILL SPLIT THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. IF CEDAR PREVAILS
IN ARBITRATION, THE ARBITRATOR MAY AWARD TO CEDAR ITS ATTORNEYS’ FEES (IN ACCORDANCE WITH PARAGRAPH 39 OF THIS AGREEMENT) AND SHARE
OF THE ARBITRATION FILING FEE, ADMINISTRATION FEE AND ARBITRATOR FEE. MERCHANT, ANY GUARANTOR AND ANY OWNER MAY OPT OUT OF THIS ARBITRATION
PROVISION BY SENDING CEDAR A NOTICE THAT HE, SHE OR IT DOES NOT WANT THIS PROVISION TO APPLY IN ACCORDANCE WITH PARAGRAPH 33 WITHIN 14
DAYS AFTER THE EFFECTIVE DATE OF THIS AGREEMENT.
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
43.
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 CEDAR by any Merchant or any Guarantor, and unless applicable law or rules
provide otherwise, any such service will be deemed complete upon dispatch. Each Merchant and each Guarantor agrees that it will be precluded
from asserting that it did not receive service of process or any other notice mailed to the Contact Address set forth on the first page
of this Agreement if it does not furnish a certified mail return receipt signed by CEDAR demonstrating that CEDAR was provided with notice
of a change in the Contact Address.
44.
Survival of Representations, etc. All representations, warranties, and covenants herein shall survive the execution and delivery
of this Agreement and shall continue in full force until all obligations under this Agreement shall have been satisfied in full and this
Agreement shall have terminated unless specified otherwise in this Agreement.
45.
Waiver. No failure on the part of CEDAR to exercise, and no delay in exercising, any right under this Agreement, shall operate
as a waiver thereof, nor shall any single or partial exercise of any right under this Agreement preclude any other or further exercise
thereof or the exercise of any other right. The remedies provided hereunder are cumulative and not exclusive of any remedies provided
by law or equity.
46.
Independent Sales Organizations/Brokers. Each Merchant and each Guarantor acknowledge that it may have been introduced to CEDAR
by or received assistance in entering into this Agreement or its Guarantee from an independent sales organization or broker (“ISO”).
Each Merchant and each Guarantor agree that any ISO is separate from and is not an agent or representative of CEDAR. Each Merchant and
each Guarantor acknowledge that CEDAR is not bound by any promises or agreements made by any ISO that are not contained within this Agreement.
Each Merchant and each Guarantor exculpate from liability and agree to hold harmless and indemnify CEDAR and its officers, directors,
members, shareholders, employees, and agents from and against all losses, damages, claims, liabilities, and expenses (including reasonable
attorney and expert fees) incurred by any Merchant or any Guarantor resulting from any act or omission by any ISO. Each Merchant and
each Guarantor acknowledge that any fee that they paid to any ISO for its services is separate and apart from any payment under this
Agreement. Each Merchant and each Guarantor acknowledge that CEDAR does not in any way require the use of an ISO and that any fees charged
by any ISO are not required as a condition or incident to this Agreement.
47.
Modifications; Agreements. No modification, amendment, waiver, or consent of any provision of this Agreement shall be effective
unless the same shall be in writing and signed by all parties.
48.
Severability. If any provision of this Agreement is deemed invalid or unenforceable as written, it will be construed, to the
greatest extent possible, in a manner which will render it valid and enforceable, and any limitation on the scope or duration of any
such provision necessary to make it valid and enforceable will be deemed to be part thereof. If any provision of this Agreement is deemed
void, all other provisions will remain in effect.
49.
Headings. Headings of the various articles and/or sections of this Agreement are for convenience only and do not necessarily
define, limit, describe, or construe the contents of such articles or sections.
50.
Attorney Review. Each Merchant acknowledges that it has had an opportunity to review this Agreement and all addenda with counsel
of its choosing before signing the documents or has chosen not to avail itself of the opportunity to do so.
51.
Entire Agreement. This Agreement, inclusive of all addenda, if any, executed simultaneously herewith constitutes the full understanding
of the parties to the transaction herein and may not be amended, modified, or canceled except in writing signed by all parties. Should
there arise any conflict between this Agreement and any other document preceding it, this Agreement will govern. This Agreement does
not affect any previous agreement between the parties unless such an agreement is specifically referenced herein. This Agreement will
not be affected by any subsequent agreement between the parties unless this Agreement is specifically referenced therein.
52.
Counterparts; Fax and Electronic Signatures. This Agreement may be executed electronically and in counterparts. Facsimile and
electronic copies of this Agreement will have the full force and effect of an original.
I
have read and agree to the terms and conditions set forth above:
Name: |
ANDREA
GOREN |
|
Title:
|
|
|
Date: |
08/31/2023 |
STANDARD
MERCHANT CASH ADVANCE AGREEMENT
EACH
UNDERSIGNED HEREBY ACCEPTS THE TERMS OF THIS AGREEMENT
FOR
THE MERCHANT/OWNER (#1)
By: |
ANDREA
GOREN |
|
|
|
/s/
Andrea Goren |
|
(Print
Name) |
|
(Print
Title) |
|
(Signature) |
SS#
|
|
|
Driver
License Number |
|
FOR
THE MERCHANT/OWNER (#2)
By: |
|
|
|
|
|
|
(Print
Name) |
|
(Print
Title) |
|
(Signature) |
SS#
|
|
|
Driver
License Number |
|
Approved
for CEDAR ADVANCE LLC by: |
|
|
STANDARD MERCHANT
CASH ADVANCE AGREEMENT
BANK
INFORMATION
Dear
Merchant,
We
look forward to being your funding partner.
You
authorize CEDAR ADVANCE LLC to collect the Receivables Purchased Amount under this Agreement by ACH debiting your bank account with the
bank listed below.
CEDAR
ADVANCE LLC will require viewing access to your bank account each business day.
CEDAR ADVANCE LLC will also require viewing access to
your bank account, prior to funding, as part of our underwriting process.
Please
fill out the form below with the information necessary to access your account.
*
Be sure to indicate capital or lower case letters.
Name
of bank: |
|
|
|
Name
of account: |
|
Account
number: |
|
|
Routing
number: |
|
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 at .
I
have read and agree to the terms and conditions set forth above:
PURCHASED
AMOUNT ADDENDUM
This
addendum is made as of 08/31/2023 (the “Addendum”) to the Agreement for the Purchase and Sale of Future Receipts between
CEDAR ADVANCE LLC (the “Buyer”) and THE (the “Seller”) INVO BIOSCIENCE INC , Dated 08/31/2023 (the
“Agreement”)
Buyer
and Seller are sometimes referred to herein collectively as the “parties” and each as a “Party”. Whereas, the
Parties desire to add certain terms to the Agreement.
In
consideration of the above promises, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the Parties hereto, intending to be legally bound, do hereby agree and add terms to the Agreement as follows,
Purchased
amount shall be defined as : $643,750.00 if Seller delivers the Future Receipts within 30 calendar days of the Purchase
Price being paid by the Buyer
Purchased
amount shall be defined as : $674,650.00 if Seller delivers the Future Receipts within 60 calendar days of the Purchase Price
being paid by the Buyer
SELLER:
INVO BIOSCIENCE INC. |
|
|
|
|
NAME:
|
Andrea
Goren |
|
|
|
|
SIGNATURE:
|
/s/
Andrea Goren |
|
Cedar
Advance, LLC – 2917 AVE | BROOKLYN, NY 11210 – T: 718-400-9030
ADDENDUM
TO STANDARD MERCHANT CASH ADVANCE AGREEMENT
This
is an Addendum, dated 8/31/2023, to the Standard Merchant Cash Advance Agreement (“Agreement”), dated 8/31/2023, between
CEDAR ADVANCE LLC (“CEDAR”) and INVO BIOSCIENCE, INC. (“Merchant”).
Merchant(s)
instruct CEDAR to pay up to $370,892.00 of the Purchase Price set forth in the Agreement to CEDAR instead of to Merchant(s). The balance
of the Purchase Price will be paid to Merchant(s).
Additional
comments: The $370,892 payment referenced above is in full and final satisfaction of that certain Standard Merchant Cash Advance Agreement
between CEDAR and Merchant, dated July 19, 2023, which agreement is superseded in its entirety by the Agreement and is null and void
as of the date hereof.
FOR
THE MERCHANT/OWNER (#1) |
|
|
|
|
|
|
|
|
|
|
By:
|
Andrea
Goren |
|
/s/
Andrea Goren |
|
(Print
Name and Title) |
|
(Signature) |
|
|
|
|
|
|
|
|
FOR
THE MERCHANT/OWNER (#2) |
|
|
|
|
|
|
|
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|
|
By:
|
|
|
|
|
(Print
Name and Title) |
|
(Signature) |
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