AMUR EQUIPMENT FINANCE, INC. v. CARMEN L SAEZ

IN THE CIRCUIT COURT OF THE NINTH JUDICIAL CIRCUIT IN AND FOR ORANGE COUNTY, FLORIDA CIVIL DIVISION AMUR EQUIPMENT FINANCE, INC. PLAINTIFF, v. CASE NO: CARMEN L SAEZ HARRY SAEZ DEFENDANTS. _____________________________/ COMPLAINT Now comes the Plaintiff, AMUR EQUIPMENT FINANCE, INC., by and through its attorneys Weltman, Weinberg & Reis Co., L.P.A., and for its Complaint against the Defendants, CARMEN L SAEZ and HARRY SAEZ, states as follows: 1. This is an action for damages in the amount of $66,427.13 exclusive of interest or attorney fees. Therefore, jurisdiction is proper in this Court pursuant to Fla. Stat. 34.01. 2. The Defendants, CARMEN L SAEZ and HARRY SAEZ, ("Defendant") entered into a relationship with the Plaintiff, AMUR EQUIPMENT FINANCE, INC. ("Plaintiff"), whereby the Defendants executed and delivered an Equipment Finance Agreement, a copy being attached hereto marked as Exhibit A. 3. On or about July 15, 2022, Defendants executed a Guaranty, copy attached hereto and marked as Exhibit A. 4. The Plaintiff herein is the owner and holder of the Equipment Finance Agreement upon which Plaintiffs lawsuit is based. 5. The Defendants have breached the terms of the contract by failing to tender payments to Plaintiff as required therein. 6. Plaintiff has satisfied each and every condition on its part of the Equipment Finance Agreement to be performed and has otherwise satisfied all conditions prior to bringing this action, and or Plaintiff has substantially complied. 7. Plaintiff has made repeated demand for payment, yet Defendants have failed and refused to pay Plaintiff. 8. There remains due and owing from Defendants to Plaintiff the Principal sum of $66,427.13 together with accrued late and miscellaneous charges of $0.00, together with interest at the agreed upon rate. Statement is attached hereto as Exhibit B. 9. Plaintiff has retained the Firm of Weltman, Weinberg & Reis Co., LPA, and has agreed to pay same a reasonable fee for their services herein and Plaintiff seeks to recover said reasonable attorney fee from the Defendants in accordance with the terms of the Equipment Finance Agreement. WHEREFORE, Plaintiff, AMUR EQUIPMENT FINANCE, INC., requests Judgment against the Defendants, CARMEN L SAEZ and HARRY SAEZ, for damages in the amount of $66,427.13, together with interest, attorney fees, court costs and any further relief this Court deems just and proper. *Pursuant to Fla. R. Jud. Admin. 2.516(b)(1)(A), Plaintiff's counsel hereby designates its primary & alternate email address(es) for the purposes of e-mail service as: [email protected] Respectfully submitted, WELTMAN, WEINBERG & REIS CO., L.P.A. /s/ THOMAS AVRUTIS THOMAS AVRUTIS, FBN# 0369365 ATTORNEY FOR PLAINTIFF 201 FLETCHER AVE SARASOTA, FL 34237 PHONE: 941-955-7300 CONSUMER INQUIRIES: 877-888-2029 FAX: 941-953-7625 EMAIL: [email protected] WWR# 041839480 EXHIBIT A NOTICE: This is a legal commitment representing indebtedness. You will be required to pay taxes, fees and other charges in addition to Payments. Some charges are in amounts greater than our actual costs, risks or exposure. EQUIPMENT FINANCE AGREEMENT TOPMARK FUNDING, LLC Customer (Borrower): Complete Legal Name, if a corporation, use exact registered corporate name Company Name: CN LOGISTICS LLC State of Formation: Florida Organizational ID #: Billing Address: 7214 Rex Hill Trail Orlando, Florida 32818 County: Land/Mobile Phones: [illegible]9678 Contract #: EQUIPMENT DESCRIPTION (Include VENDOR Name and Address, Quantity, Make, Model and Serial Numbers) See Attached Schedule “A” Equipment Location: 4401 Hogshead Rd, Apopka, Florida 32703 SCHEDULE OF PAYMENTS Payment (plus any taxes): $1,484.60 Total Number of Payments: 60 Administration Fee: $995.00 Term of Agreement (in months): 60 Advance Payments: 2 Total Initial Payment (Advance Payments + Adm. Fee): $3,964.20 (Borrower hereby authorizes Lender to adjust the payments by no more than 10% to reflect actual final costs, including additional sales taxes, delivery and installation charges and cost increases due to alternations requested by the Borrower) DO NOT SIGN THIS AGREEMENT UNLESS YOU UNDERSTAND AND AGREE TO ALL OF ITS TERMS (INCLUDING PAGE 2). Borrower: CN LOGISTICS LLC HARRY SAEZ 6/23/2022 Signature Date Harry Saez, Manager Accepted by Lender: TopMark Funding, LLC [Signature] [illegible] Funder 6/23/2022 Signature Title Date GUARANTY For the purpose of this Guaranty “you” means the undersigned guarantors. You have an interest in the Borrower named above (“Borrower”). You agree that we would not enter into the Agreement without this Guaranty. You jointly and severally unconditionally guaranty the full and prompt payment and performance of all Borrower’s obligations under the Agreement even if we change or renew the Agreement, or if any payments made by Borrower are rescinded or voided due to the insolvency, bankruptcy or reorganization, as if the payment had not been made. We do not have to notify you if the Borrower is in default under the Agreement. If Borrower defaults, you will immediately pay in accordance with the default provisions of the Agreement all obligations due thereunder. You agree that you will not be released or discharged if we: (i) fail to perfect a security interest in the Equipment or any other property that secures the obligations of Borrower or any of you (“Collateral”); (ii) fail to protect the Collateral; or (iii) abandon or release any Collateral. You agree that we do not have to proceed first against Borrower, any Collateral or any other guarantor. You waive notice of acceptance of this Guaranty and of all other notices or demands and suretyship defenses of any kind. You will reimburse us for all expenses we incur in enforcing our rights against the Borrower or any of you, including without limitation, attorneys’ fees and costs. You authorize us to obtain credit bureau reports for credit and collection purposes and to report your performance to any credit bureau or similar entity including reports of past due or otherwise delinquent payments under this Guaranty. This is an irrevocable, continuing Guaranty and binds your heirs, administrators and representatives. YOU AGREE THAT THE AGREEMENTS REGARDING JURISDICTION, VENUE, SERVICE OF PROCESS AND INTENT TO CONTRACT ELECTRONICALLY CONTAINED IN THE AGREEMENT APPLY TO THIS GUARANTY. YOU WAIVE, INSO FAR AS PERMITTED BY LAW, TRIAL BY JURY. DO NOT SIGN THIS GUARANTY UNLESS YOU UNDERSTAND AND AGREE TO ALL OF ITS TERMS AND THE TERMS OF THE AGREEMENT (INCLUDING PAGE 2). Guarantor: Harry Saez HARRY SAEZ 6/23/2022 Signature Date Social Security Number: [illegible] Guarantor: Carmen Luz Saez [Signature] Signature Date Social Security Number: [illegible] TERMS AND CONDITIONS 1. Equipment Finance Agreement; Payments; Term: WE (lender) will advance to YOU (borrower), directly or by payment to the vendor of the Equipment (the “Vendor”), the Equipment Cost in order for you to purchase the equipment described (together with upgrades, attachments and replacements, the “Equipment”) above and on the terms and conditions stated herein and on page 2, Schedule “A”, and any and all Addenda if we are satisfied that you have accepted the Equipment and have satisfied all other conditions. One of your officers or other representatives will be asked to confirm your acceptance of the Equipment, meaning that it is satisfactory to you, by telephone or other means. This confirmation will be binding on you, and we will rely on it in making the advance. You unconditionally promise to repay the Equipment Cost to us or our successors or assigns, with interest, by paying to us the Payments for the number of months set forth above along with all other amounts required under the terms of this Agreement. Payments constitute principal with interest at a rate (the “Payment Rate”) you can calculate using the Equipment Cost, Payment amounts and term. Payments are due in advance, at our option on either the first (1st) or fifteenth (15th) day of each calendar month. The first Payment is due on the date we specify that occurs after we advance a portion of the Equipment Cost and the remaining Payments will be due on the same day of each month. If you are required by this Agreement to remit one or more Advance Payments, the first such payment shall be applied to the first payment due and if there is an additional Advance Payment it shall be applied to the last payment due under this Agreement. You will also pay an amount equal to 1/30th of the monthly Payment, multiplied by the number of days between the date we first advance funds and the date of your first Payment, which you agree includes interest and a fee for early funding and deferral of payment date. YOU MAY NOT PREPAY ANY PAYMENT OR OTHER AMOUNT, except that if you are not in default, you may terminate this Agreement on any date a Payment is due by paying all amounts then due (including accrued taxes) together with all unpaid Payments for the remaining Term discounted at 4% per annum. Payments shall be made by Automated Clearing House (“ACH”) transactions. All amounts due hereunder are payable at our office or such other place as we designate. The term of this Agreement (the “Term”) shall commence on the date this Agreement is accepted in writing by us and, provided you have successfully performed all of your duties and obligations hereunder, the Term shall end after you have paid the total number of Payments in accordance with the terms hereof. If this Agreement is not finalized other than due to our wrongful action you agree that we may, at our option, retain the Advance Payment(s) and Administration Fee as liquidated damages. Any calculation involving Payments will be increased by taxes on the Payment(s). 2. Disclaimers of Warranties; Limitation of Remedies: WE MAKE NO (AND DISCLAIM ALL) WARRANTIES EITHER EXPRESS OR IMPLIED AS TO THE CONDITION OF THE EQUIPMENT, ITS MERCHANTABILITY, ITS FITNESS OR SUITABILITY FOR ANY PARTICULAR PURPOSE, ITS DESIGN, ITS CAPACITY, ITS QUALITY, OR WITH RESPECT TO ANY CHARACTERISTICS OF THE EQUIPMENT. Do not accept the Equipment unless you have inspected the Equipment and it is in good condition and satisfactory to you AS IS WHERE IS and with all faults. You agree that your obligations under this Agreement are ABSOLUTE AND UNCONDITIONAL, and you agree to pay and perform your obligations hereunder without offset, counterclaim or defense, all of which are hereby waived to the fullest extent permitted by law. Neither the vendor nor any salesman is our agent or authorized to waive or alter any term or condition of this Agreement. No representations as to the Equipment or any other matter by the vendor or salesman effect your obligations to us. 3. Additional Waivers: You waive to the fullest extent permitted by law: (a) all rights of exemption of property from levy or sale under execution or other process for the collection of debts under the Constitution or laws of the United States or any state thereof, (b) demand, presentment, protest, notice of dishonor, notice of protest, notice of nonpayment, diligence in collection, notice of acceleration, notice of intent to accelerate, notice of sale or intent to sell or notice of demand, diligence in collecting, grace, and all other notices, rights, requirements or formalities of any kind necessary to charge or hold you or any other person or entity liable on any obligations hereunder; and (c) any further receipt for or acknowledgment of any Collateral now or hereafter deposited as security for the obligations hereunder. 4. Security Interest: As security for your obligations hereunder, you grant to us a first priority security interest in the Equipment, all additions, attachments, accessories and accessions to it, all general intangibles and security deposits relating to the Equipment and all proceeds thereof, as well as any other Collateral you provide to us, effective when you obtain any rights in the Equipment and until all your obligations are satisfied and cannot be recaptured or rescinded. 5. Use/Assignment: You will: use the Equipment only in the conduct of your business in a careful and proper manner and only for commercial or business purposes and not for personal, family, household, consumer or agricultural purposes; maintain the Equipment in the same condition as when delivered, subject only to reasonable wear and tear; replace any damaged parts; not make any alterations to the Equipment without our prior written consent. All additions, replacements, parts, or accessories immediately become subject to our security interest in the Equipment. The Equipment cannot be removed without our prior written consent. We may inspect the Equipment during normal business hours. You may not assign your rights under this Agreement or lend or lease the Equipment. We may assign our rights without notice and our assignee will not be subject to any defense or claim you have against us. 6. Late Payment/Other Charges: If you fail to pay any Payment or other amount on its due date, you will pay a late payment fee equal to 15% of the delinquent Payment or other amount. You will also pay interest calculated from the due date at the rate of 24% percent per annum or the maximum interest rate permitted by California law, whichever is lower. You will pay a $30 fee if a check or ACH payment is returned unpaid. You must notify us 15 business days prior to changing your ACH bank or pay a $110 fee. There are fees of $30 for single or $55 for a permanent change if you request a change in Payment dates. If we engage an attorney or collection agency to collect any amount you will pay collection fees. On expiration or earlier termination of this Agreement you will pay a termination fee of $95.00. 7. Loss, Damage, and Indemnification: If any Equipment is lost, stolen, destroyed, damaged beyond repair, or otherwise rendered permanently unfit for use, you will promptly pay the remaining Payments, discounted at four percent (4%) per annum, together with any other amounts then due hereunder. You agree to defend, indemnify and hold us harmless from all liability, claims, damages or other losses, including costs and reasonable attorneys’ fees, arising out of or in any manner connected with this Agreement or the Equipment. 8. Taxes and Fees: You will promptly reimburse us for and hold us harmless against all state, federal and other fees, assessments, charges and taxes (including penalties and interest but excluding taxes on our taxable income), which now or hereafter may be imposed on or with respect to this Agreement, the Equipment, or amounts payable hereunder. You authorize us to file personal property tax and other tax returns. You will pay a tax-filing fee of $55.00 for each tax return filed with regard to the Equipment. Upon expiration, termination, or a default under this Agreement, you will pay 2% of the Equipment Cost for any assessed but unpaid taxes or other post-closing costs we may incur. At the end of the Term, you will pay a termination fee of $95.00. 9. Insurance: You will maintain: physical damage insurance for the amount of Equipment Cost or replacement value, whichever is higher, naming us “Loss Payee” and acceptable public liability insurance naming us “Additional Insured”. Each policy must be with an insurer and in a form satisfactory to us and include lender loss payee clauses. If you do not comply and deliver an acceptable insurance certificate, you must pay an additional 1% of the Equipment Cost each month, or fraction thereof. The additional payment is not calculated based on our actual exposure and represents additional profit. Such payment shall not be considered as insurance, a replacement for insurance or payment for insurance and provides no coverage. You can stop this charge by delivering proof of insurance. Satisfactory proof of insurance must be delivered to us before the 20th of the month to avoid a charge for insufficient/no proof of insurance. This is a monthly fee and nonrefundable. 10. Title/UCC/Power of Attorney: You will own and have title to the Equipment. You will keep the Equipment free and clear from liens and security interests of all kinds. You appoint us attorney-in-fact to file UCC financing statements; to take any other actions we deem necessary or desirable to protect our interest; and to correct information entries in this Agreement. 11. Default: It will be an event of default if: (a) you fail to pay a Payment or any sum on its due date; (b) you fail to perform any other agreement in this Agreement or any other agreement with us; (c) you or any guarantor dies, becomes insolvent, merges, consolidates, or suffers a deterioration of financial health; or (d) you or any guarantor file or have filed against you or it a petition for reorganization, liquidation, or similar relief under the federal bankruptcy laws, or a trustee or receiver is appointed over your or its assets. Upon an event of default, you owe us: (a) the amount of all Payments and other amounts payable under this Agreement due but unpaid; plus (b) the amount of all unpaid Payments remaining discounted from the due date at four percent (4%) per annum. We may also require that you return the Equipment to us to a location designated by us. In addition, we may disable or foreclose on, sell or lease the Equipment as permitted by law. You will also pay interest on any unpaid damages at the lower of 24% per year or the maximum rate permitted by applicable law. We may proceed by court action to enforce our rights. You will owe all costs and expenses, including legal fees, collection fees or commissions, travel, or any other cost we incur enforcing our remedies. No remedy given in this paragraph is intended to be exclusive, and each shall be cumulative. These remedies are in addition to any other permitted at law or in equity. 12. Miscellaneous: If you give us other collateral to secure your obligations, our rights will be the same as to the Equipment. This is a security agreement and not a lease under the Uniform Commercial Code (the “UCC”) as adopted by the State of California. Any interest collected under this Agreement will not exceed the highest amount permitted by applicable law and any overcharge will be refunded. We may report your performance to any national credit bureau and access business and consumer credit bureau reports for credit and collection purposes. Captions are intended for convenience or reference only and shall not alter the text. This Agreement contains the entire agreement between the parties and may not be amended except in writing by one of our executive officers. Your agreements shall survive expiration or termination of this Agreement. You agree to perform additional acts we request to protect our interests. Any notice to us must be in writing and must be delivered by U.S. Mail, Return Receipt Requested or another means generating a written receipt. Time is of the essence of this Agreement. This Agreement shall be binding upon and shall inure to the benefit of each party’s successors and assigns (subject to paragraph 5). It is the intention of the parties that the Equipment shall remain personal property and not be a fixture even if affixed to real property. This Agreement shall be governed by the laws of California. You agree that legal actions may only be brought in the state or federal courts in Placer County, California, except that we may file any action where the equipment is or has been located at any time. You waive objection to venue and agree to accept service of process at your (the Borrower’s) Billing Address on Page 1. You hereby waive, insofar as permitted by law, trial by jury. You agree to provide Us with audited annual financial statements and such other interim financial statements as We may request. This Agreement may be executed, communicated and retained electronically and a facsimile or other electronic version shall be admissible as evidence. The sole electronic original shall be the authoritative copy under U.C.C. 9-105, provided that there shall be only one original of this Agreement and it shall bear Our original ink or electronic signature and be marked “Original.” To the extent that this Agreement constitutes chattel paper (as that term is defined by the Uniform Commercial Code), a security or ownership interest intended to be created through the transfer and possession of this Agreement can be done only by the transfer of the “Original” bearing Our original ink or electronic signature; provided that, if the “Paper Out” process shall have occurred, or if there shall simultaneously exist both the “Paper Out” printed version and an electronic version of this Agreement, then the “Paper Out” printed version of such document bearing the legend “Original” applied by Us shall constitute the sole chattel paper original and authoritative version. Any officer/owner/partner executing this document hereby affirms that all your shareholders/owners/partners have been identified to us in writing. If you request in writing, we will send you a copy of this Agreement in larger type. EQUIPMENT FINANCE AGREEMENT GUARANTY Borrower: CN LOGISTICS LLC Lender: TopMark Funding, LLC This Guaranty is made and entered into by the undersigned, hereinafter referred to as “Guarantor” in favor of above referenced Lender. Whereas it is contemplated that Lender may enter into an Equipment Finance Agreement and/or other related agreement, hereinafter collectively referred to as “EFA” with the above referenced Borrower, and whereas, the Guarantor(s) has an interest, financial or otherwise in Borrower and wishes to induce the Lender to make the EFA and finance the Equipment for the use of the Borrower, knowing that the Lender is relying on the Guaranty as a precondition to making the EFA, the Guarantor(s) now hereby INDIVIDUALLY, JOINTLY AND SEVERALLY, ABSOLUTELY AND UNCONDITIONALLY GUARANTY to the Lender (and any person or firm the Lender may transfer its interest to) all payments and other obligations owed by the Borrower to the Lender under the EFA and any Addendums to the EFA, including but not limited to the Lender’s reasonable attorney fees and legal costs incurred in enforcing the EFA. Guarantor will also pay all costs and fees incurred by the Lender in enforcing the Guaranty, whether or not Lender commences suit. Accounts settled between the Lender and the Borrower will bind the Guarantor(s). Guarantor(s) waive notice of demand and notice of default AND AGREE THAT THE LENDER MAY PROCEED DIRECTLY AGAINST GUARANTOR(S) WITHOUT FIRST PROCEEDING AGAINST BORROWER OR SEEK REPOSSESSION OF THE EQUIPMENT, IT BEING UNDERSTOOD THAT THE EFFECT OF THIS GUARANTY IS AS IF THE UNDERSIGNED HAD SIGNED THE EFA DIRECTLY. THIS GUARANTY SHALL BE DEEMED FULLY EXECUTED AND PERFORMED IN THE STATE OF CALIFORNIA AND SHALL BE GOVERNED AND CONSTRUED IN ACCORDANCE WITH THE LAWS THEREOF, AND GUARANTOR HEREBY IREMOVABLY SUBMITS GENERALLY AND UNCONDITIONALLY TO THE EXCLUSIVE JURISDICTION OF THE DISTRICT COURT FOR THE COUNTY OF PLACER, CALIFORNIA. IN THE EVENT ANY GUARANTOR BRINGS ANY JUDICIAL PROCEEDINGS IN RELATION TO ANY MATTER ARISING UNDER THIS GUARANTY, THE PARTIES FURTHER AGREE THAT SUCH MATTERS SHALL BE ADJUDGED OR DETERMINED BY THE DISTRICT COURT FOR THE COUNTY OF PLACER, CALIFORNIA. ANY GUARANTOR HEREBY WAIVES, INSO FAR AS PERMITTED BY LAW, TRIAL BY JURY. This Guaranty will bind my heirs, representatives and successors. Guarantor(s) further agree to, understands, and gives permission for Lender, to report Guarantor(s) to a national credit bureau as past due or otherwise delinquent should Guarantor(s) fail to timely make any payment to Lender due or payable under this agreement. Lender may apply all proceeds received from Borrower or others to such part of Borrower’s indebtedness, as Lender may deem appropriate without consulting Guarantor(s) and without prejudice to or in any way limiting or lessening the liability of Guarantor(s) under this Guaranty. If Borrower is a corporation, the undersigned warrant and represent that they are stockholders, directors or officers and/or are financially or otherwise interested in Borrower, and, if married, their marital communities are so interested. If this document is executed by Guarantor and thereafter sent to Lender by facsimile transmission, then until such time as Lender has received this document with Guarantor’s manual signature thereon, such facsimile transmission shall constitute, upon acceptance and execution by Lender in its offices, the original document and chattel paper and shall be admissible for all purposes as the original document. Guarantor agrees to promptly forward to Lender the document with Guarantor’s manual signature thereon and upon receipt by Lender this document with Guarantor’s manual signature thereon shall constitute the chattel paper in lieu of such facsimile transmission. AUTHORIZATION IMPORTANT: THIS AGREEMENT CREATES SPECIFIC LEGAL OBLIGATIONS. DO NOT SIGN IT UNTIL YOU HAVE FULLY READ AND UNDERSTAND ALL TERMS OF THE AGREEMENT. BY SIGNING YOU COMPLETELY AGREE TO ITS TERMS. Guarantor: Harry Saez Signature (Individually; No Titles) 7214 Rex Hill Trail Home Address Orlando FL 32818 City State Zip Home Phone Guarantor: Signature (Individually; No Titles) Social Security Number Home Address City State Zip Home Phone Guarantor: Carmen Luz Saez Signature (Individually; No Titles) Carmen Saez Home Address Orlando FL 32818 City State Zip Home Phone Guarantor: Signature (Individually; No Titles) Social Security Number Home Address City State Zip Home Phone EFA Schedule “A” Contract #: ______________________ <table> <tr> <th>Equipment Description</th> <th>VIN or Serial #</th> <th>Supplier Name and Contact</th> </tr> <tr> <td>2012 Wabash National DVCVHPC</td> <td></td> <td>Werner Enterprises, Inc. d/b/a Fleet Truck Sales, Inc.</td> </tr> <tr> <td>2012 Wabash National DVCVHPC</td> <td></td> <td>Werner Enterprises, Inc. d/b/a Fleet Truck Sales, Inc.</td> </tr> </table> AUTHORIZATION AGREEMENT FOR AUTOMATIC WITHDRAWAL Borrower hereby authorizes Lender to initiate debit entries and to initiate, if necessary, credit entries and adjustments for any debit entries in error to the account indicated below (the “Account”) with the bank named below (the “Bank”) for all amounts due to Lender or its assignees, including without limitation, all Payments, late fees, taxes, non-sufficient funds charges, reimbursements and other amounts due under the above referenced Equipment Finance Agreement (“EFA”). Borrower further authorizes Lender or any such designee to deliver a copy of this Addendum to the Bank as evidence of Borrower’s authorization. CN LOGISTICS LLC Name on Account: __________________________ Bank Name: WELLS FARGO BANK Ph: ________________________ Commercial Checking Account Number: ________________________ Transit / ABA Number (lower left corner of check, 9 digits): ________________________ INCLUDE VOIDED CHECK This authority is to remain in full force and effect until Lender and the Bank have received written notification from Borrower of its termination in such time and in such manner as to afford Lender and the Bank a reasonable opportunity to act on it. Borrower represents, warrants, covenants and agrees that: (a) its authorizations to Lender and its designee hereunder may be revoked only with Lender’s prior written consent and any withdrawal of this authority or closing of the Account without the express written consent of Lender shall constitute a default of the EFA; (b) the Account identified by account name, account number and bank name and address that is shown on the face of the voided check that Borrower provides to Lender by attaching to this Addendum is the Account set forth above; (c) Borrower will maintain the Account in good standing with the Bank; and (d) Lender or its designee may, at any time and from time to time, issue a pre-notification to the Bank with respect to such Account. Additionally, the parties agree to be bound by the NACHA rules. CERTIFICATION OF BORROWER OWNERSHIP AND AUTHORIZATION IMPORTANT: DO NOT SIGN AGREEMENT UNTIL THIS SECTION IS FILLED OUT. YOU (THE SIGNER, PERSONALLY AS WELL AS THE BORROWER) ARE RESPONSIBLE FOR THE CORRECTNESS OF THIS SECTION. The person signing this agreement individually and in his/her capacity as an officer of the Borrower represent and warrant that (1) this agreement is executed and the Equipment financed under this agreement will be used in the ordinary course of the business of the Borrower; (2) he or she has the legal right, power and authority to sign this agreement with all necessary authority from the managing member(s), directors, senior officers or other management of the Borrower and its shareholders, members, partners or other owners; and (3) the following is a complete list of the owners of the Borrower: <table> <tr> <th>Name</th> <th>Ownership %</th> </tr> <tr> <td>Harry Saez</td> <td>90%</td> </tr> <tr> <td>Carmen Luz Saez</td> <td>10%</td> </tr> </table> AUTHORIZATION If this Addendum is executed by Borrower and thereafter sent to Lender by facsimile and/or any electronic transmission, then such facsimile or electronic transmission shall, upon acceptance and execution by Lender in its offices, be admissible for all purposes as an original Addendum. Borrower agrees to promptly forward to Lender this Addendum with Borrower’s manual signature thereon. DO NOT SIGN THIS SCHEDULE UNLESS YOU UNDERSTAND AND AGREE TO ALL OF ITS TERMS AND CONDITIONS. BORROWER: CN LOGISTICS LLC DocuSigned by: HARRY SAEZ Authorized Signature Harry Saez Print Name Manager 6/23/2022 Title Date LENDER: TopMark Funding, LLC DocuSigned by: Sharylen Hesterly-Coon Authorized Signor Sharylen Hesterly-Coon Print Name Funder 6/23/2022 Title Date EXHIBIT B STATEMENT OF ACCOUNT CONTRACT ID: CUSTOMER NAME: CN Logistics LLC ADDRESS: 7214 Rex Hill Trl Orlando, FL 32818-8761 START DATE: 07/15/2022 TERM: 65 <table> <tr> <th>Inv/Chk #</th> <th>Inv/Pay Date</th> <th>Description</th> <th>Due Date</th> <th>Amount Due/Paid</th> </tr> <tr> <td>3803351</td> <td>12/30/2025</td> <td>Receivable Recovery</td> <td>12/01/2025</td> <td>$400.00</td> </tr> <tr> <td>Tr 2512301</td> <td>12/30/2025</td> <td>Cash Receipt</td> <td>12/30/2025</td> <td>(-$400.00)</td> </tr> <tr> <td>3803311</td> <td>12/30/2025</td> <td>Equipment Repair Expense</td> <td>12/01/2025</td> <td>$450.00</td> </tr> <tr> <td>3803311</td> <td>12/30/2025</td> <td>Equipment Transportation Exp</td> <td>12/01/2025</td> <td>$250.00</td> </tr> <tr> <td>3803311</td> <td>12/30/2025</td> <td>Equipment Remarketing Fee</td> <td>12/01/2025</td> <td>$20.00</td> </tr> <tr> <td>3780691</td> <td>12/16/2025</td> <td>Receivable Recovery</td> <td>12/01/2025</td> <td>$850.00</td> </tr> <tr> <td>3780691</td> <td>12/16/2025</td> <td>Receivable Recovery</td> <td>12/01/2025</td> <td>$2,150.00</td> </tr> <tr> <td>Tr 251215</td> <td>12/15/2025</td> <td>Cash Receipt</td> <td>12/15/2025</td> <td>(-$850.00)</td> </tr> <tr> <td>Tr 251215</td> <td>12/15/2025</td> <td>Cash Receipt</td> <td>12/15/2025</td> <td>(-$1,300.00)</td> </tr> <tr> <td>Tr 1215251</td> <td>12/16/2025</td> <td>Cash Receipt</td> <td>12/15/2025</td> <td>(-$850.00)</td> </tr> <tr> <td>3780396</td> <td>12/15/2025</td> <td>Equipment Repair Expense</td> <td>12/01/2025</td> <td>$450.00</td> </tr> <tr> <td>3780396</td> <td>12/15/2025</td> <td>Equipment Transportation Exp</td> <td>12/01/2025</td> <td>$250.00</td> </tr> <tr> <td>3780396</td> <td>12/15/2025</td> <td>Equipment Remarketing Fee</td> <td>12/01/2025</td> <td>$150.00</td> </tr> <tr> <td>3780202</td> <td>12/15/2025</td> <td>Legal Fees</td> <td>01/15/2026</td> <td>$750.00</td> </tr> <tr> <td>3764717</td> <td>12/02/2025</td> <td>Legal Fees</td> <td>01/15/2025</td> <td>$750.00</td> </tr> <tr> <td>Tr 0</td> <td>12/15/2025</td> <td>CREDIT</td> <td>01/15/2025</td> <td>(-$750.00)</td> </tr> <tr> <td>3709699</td> <td>10/23/2025</td> <td>Equipment Repo Expense</td> <td>11/15/2025</td> <td>$1,100.00</td> </tr> <tr> <td>3709699</td> <td>10/23/2025</td> <td>Equipment Repo Expense</td> <td>11/15/2025</td> <td>$1,100.00</td> </tr> <tr> <td>3709699</td> <td>10/23/2025</td> <td>Equipment Transportation Expen</td> <td>11/15/2025</td> <td>$2,420.00</td> </tr> <tr> <td>3709699</td> <td>10/23/2025</td> <td>Equipment Transportation Expen</td> <td>11/15/2025</td> <td>$2,420.00</td> </tr> <tr> <td>3703101</td> <td>10/20/2025</td> <td>Title Repo Fee</td> <td>11/15/2025</td> <td>$191.50</td> </tr> <tr> <td>3523043</td> <td>05/27/2025</td> <td>Periodic Payment</td> <td>06/15/2025</td> <td>$1,661.29</td> </tr> <tr> <td>3523043</td> <td>05/27/2025</td> <td>Property Insurance Premium</td> <td>06/15/2025</td> <td>$312.47</td> </tr> <tr> <td>3523043</td> <td>05/27/2025</td> <td>Subcontractor Fee</td> <td>06/15/2025</td> <td>$10.00</td> </tr> <tr> <td>3517569</td> <td>06/15/2025</td> <td>Late Charge - 05/15/25 Pmt</td> <td>06/15/2025</td> <td>$166.13</td> </tr> <tr> <td>3485843</td> <td>04/28/2025</td> <td>Periodic Payment</td> <td>05/15/2025</td> <td>$1,661.29</td> </tr> <tr> <td>3485843</td> <td>04/28/2025</td> <td>Insurance Premium</td> <td>05/15/2025</td> <td>$322.47</td> </tr> <tr> <td>3480318</td> <td>05/15/2025</td> <td>Late Charge - 04/15/25 Pmt</td> <td>05/15/2025</td> <td>$166.13</td> </tr> </table> 3447251 03/26/2025 Periodic Payment 04/15/2025 $1,661.29 3447251 03/26/2025 Insurance Premium 04/15/2025 $322.47 3441547 04/15/2025 Late Charge - 03/15/25 Pmt 04/15/2025 $166.13 3408315 02/26/2025 Periodic Payment 03/15/2025 $1,661.29 3408315 02/26/2025 Insurance Premium 03/15/2025 $322.47 3402608 03/15/2025 Late Charge - 02/15/25 Pmt 03/15/2025 $166.13 3370042 01/27/2025 Periodic Payment 02/15/2025 $1,661.29 3370042 01/27/2025 Insurance Premium 02/15/2025 $322.47 3364065 02/15/2025 Late Charge - 01/15/25 Pmt 02/15/2025 $166.13 3332200 12/26/2024 Periodic Payment 01/15/2025 $1,661.29 3294613 11/26/2024 Insurance Premium 12/15/2024 $270.66 Tr 0 12/10/2024 CREDIT 12/15/2024 ($270.66) 3220330 09/26/2024 Insurance Premium 10/15/2024 $313.28 Tr 0 10/01/2024 CREDIT 10/15/2024 ($313.28) 3183194 08/26/2024 Insurance Premium 09/15/2024 $313.28 Tr 0 10/01/2024 CREDIT 09/15/2024 ($313.28) 3176621 09/15/2024 Late Charge - 08/15/24 Pmt 09/15/2024 $155.79 3146452 07/26/2024 Periodic Payment 08/15/2024 $1,557.90 Tr 240930 09/30/2024 Cash Receipt 09/30/2024 ($1,557.90) 3146452 07/26/2024 Insurance Premium 08/15/2024 $313.28 Tr 0 10/01/2024 CREDIT 08/15/2024 ($313.28) 3109697 06/26/2024 Insurance Premium 07/15/2024 $269.82 Tr 0 07/09/2024 CREDIT 07/15/2024 ($269.82) 3066184 05/24/2024 Credit Card Fee 05/24/2024 $44.00 Tr 240524 05/23/2024 Cash Receipt 05/23/2024 ($44.00) 3004564 03/26/2024 Periodic Payment 04/15/2024 $1,484.60 Tr 240524 05/23/2024 Cash Receipt 05/23/2024 ($1,484.60) 2990346 03/19/2024 Credit Card Fee 03/19/2024 $92.40 Tr 31924 03/19/2024 Cash Receipt 03/18/2024 ($92.40) 2976892 03/01/2024 NSF Fee 03/15/2024 $25.00 2976751 03/01/2024 NSF Fee 03/15/2024 $25.00 2970320 02/26/2024 Periodic Payment Tr 31924 03/19/2024 Cash Receipt 2963339 03/15/2024 Late Charge - 02/15/24 Pmt 2962207 02/26/2024 Credit Card Fee Tr 240226 02/23/2024 Cash Receipt 2962150 02/23/2024 Credit Card Fee Tr 0 03/22/2024 CREDIT 2937732 01/26/2024 Periodic Payment Tr 31924 03/19/2024 Cash Receipt 2930711 02/15/2024 Late Charge - 01/15/24 Pmt Tr 31924 03/19/2024 Cash Receipt 2905690 12/26/2023 Periodic Payment Tr 19 01/15/2024 Cash Receipt Ck 19 01/18/2024 Returned Tr 20 01/20/2024 Cash Receipt Ck 20 01/24/2024 Returned Tr 240226 02/23/2024 Cash Receipt 2873795 11/27/2023 Periodic Payment Tr 18 12/15/2023 Cash Receipt 2842218 10/26/2023 Periodic Payment Tr 17 11/15/2023 Cash Receipt 2811157 09/26/2023 Periodic Payment Tr 16 10/15/2023 Cash Receipt 2779945 08/28/2023 Periodic Payment Tr 15 09/15/2023 Cash Receipt 2748087 07/26/2023 Periodic Payment Tr 14 08/15/2023 Cash Receipt 2716736 06/26/2023 Periodic Payment Tr 13 07/15/2023 Cash Receipt 2686647 05/26/2023 Periodic Payment Tr 12 06/15/2023 Cash Receipt 2656120 04/26/2023 Periodic Payment Tr 11 05/15/2023 Cash Receipt 03/15/2024 $1,484.60 03/18/2024 ($1,484.60) 03/15/2024 $148.46 02/26/2024 $44.00 02/23/2024 ($44.00) 02/23/2024 $44.00 02/23/2024 ($44.00) 02/15/2024 $1,484.60 03/18/2024 ($1,484.60) 02/15/2024 $148.46 03/18/2024 ($148.46) 01/15/2024 $1,484.60 01/15/2024 ($1,484.60) 01/15/2024 $1,484.60 01/20/2024 ($1,484.60) 01/20/2024 $1,484.60 02/23/2024 ($1,484.60) 12/15/2023 $1,484.60 12/15/2023 ($1,484.60) 11/15/2023 $1,484.60 11/15/2023 ($1,484.60) 10/15/2023 $1,484.60 10/15/2023 ($1,484.60) 09/15/2023 $1,484.60 09/15/2023 ($1,484.60) 08/15/2023 $1,484.60 08/15/2023 ($1,484.60) 07/15/2023 $1,484.60 07/15/2023 ($1,484.60) 06/15/2023 $1,484.60 06/15/2023 ($1,484.60) 05/15/2023 $1,484.60 05/15/2023 ($1,484.60) <table> <tr> <th>2625012</th> <th>03/27/2023</th> <th>Periodic Payment</th> <th>04/15/2023</th> <th>$1,484.60</th> </tr> <tr> <th>Tr 10</th> <th>04/15/2023</th> <th>Cash Receipt</th> <th>04/15/2023</th> <th>($1,484.60)</th> </tr> <tr> <th>2593845</th> <th>02/24/2023</th> <th>Periodic Payment</th> <th>03/15/2023</th> <th>$1,484.60</th> </tr> <tr> <th>Tr 9</th> <th>03/15/2023</th> <th>Cash Receipt</th> <th>03/15/2023</th> <th>($1,484.60)</th> </tr> <tr> <th>2564922</th> <th>01/26/2023</th> <th>Periodic Payment</th> <th>02/15/2023</th> <th>$1,484.60</th> </tr> <tr> <th>Tr 8</th> <th>02/15/2023</th> <th>Cash Receipt</th> <th>02/15/2023</th> <th>($1,484.60)</th> </tr> <tr> <th>2535164</th> <th>12/27/2022</th> <th>Periodic Payment</th> <th>01/15/2023</th> <th>$1,484.60</th> </tr> <tr> <th>Tr 7</th> <th>01/15/2023</th> <th>Cash Receipt</th> <th>01/15/2023</th> <th>($1,484.60)</th> </tr> <tr> <th>2505464</th> <th>11/26/2022</th> <th>Periodic Payment</th> <th>12/15/2022</th> <th>$1,484.60</th> </tr> <tr> <th>Tr 6</th> <th>12/15/2022</th> <th>Cash Receipt</th> <th>12/15/2022</th> <th>($1,484.60)</th> </tr> <tr> <th>2476610</th> <th>10/26/2022</th> <th>Periodic Payment</th> <th>11/15/2022</th> <th>$1,484.60</th> </tr> <tr> <th>Tr 5</th> <th>11/15/2022</th> <th>Cash Receipt</th> <th>11/15/2022</th> <th>($1,484.60)</th> </tr> <tr> <th>2447249</th> <th>09/26/2022</th> <th>Periodic Payment</th> <th>10/15/2022</th> <th>$1,484.60</th> </tr> <tr> <th>Tr 4</th> <th>10/15/2022</th> <th>Cash Receipt</th> <th>10/15/2022</th> <th>($1,484.60)</th> </tr> <tr> <th>Tr 3</th> <th>09/15/2022</th> <th>Cash Receipt</th> <th>09/15/2022</th> <th>($1,484.60)</th> </tr> <tr> <th>2418846</th> <th>08/26/2022</th> <th>Periodic Payment</th> <th>09/15/2022</th> <th>$1,484.60</th> </tr> <tr> <th>2390385</th> <th>07/26/2022</th> <th>Periodic Payment</th> <th>08/15/2022</th> <th>$1,484.60</th> </tr> <tr> <th>Tr 1</th> <th>08/15/2022</th> <th>Cash Receipt</th> <th>08/15/2022</th> <th>($1,484.60)</th> </tr> <tr> <th>2352084</th> <th>06/24/2022</th> <th>Filing Fee</th> <th>08/15/2022</th> <th>$295.00</th> </tr> <tr> <th>Tr 1088141</th> <th>06/24/2022</th> <th>Cash Receipt</th> <th>06/24/2022</th> <th>($295.00)</th> </tr> </table> Net Invoices Due or Past Due $22,316.49 Remaining Invoices 30 @ 1661.29 $49,838.70 SUB-TOTAL AMOUNT DUE $72,155.19 Less Recoveries Received ($3,400.00) Less Net Present Value Discount 4% ($2,328.06) TOTAL AMOUNT DUE $66,427.13 Date of Last Payment 9/30/2024 Default Date 1/15/2025 Equip Proceeds for Asset # 211781 Amt $3,000.00 Run By: AMURjmarriott Run Date&Time: 1/2/2026 3:27:03 PM