MATTHEW J. PLATKIN ATTORNEY GENERAL OF NEW JERSEY

MATTHEW J. PLATKIN

ATTORNEY GENERAL OF NEW JERSEY

Division of Law

124 Halsey Street – 5

Floor

P.O. Box 45029

Newark, New Jersey 07101

Attorney for New Jersey Division of Consumer Affairs

By: Chanel Van Dyke (165022015)

Deputy Attorney General/Asst. Section Chief

Chanel.VanDyke@law.njoag.gov

STATE OF NEW JERSEY

DEPARTMENT OF LAW AND PUBLIC SAFETY

DIVISION OF CONSUMER AFFAIRS

DOCKET NO.:

In the Matter of

YELLOWSTONE CAPITAL LLC; FUNDRY

LLC; HIGH SPEED CAPITAL LLC; WORLD

GLOBAL CAPITAL LLC d/b/a YES FUNDING;

HFH MERCHANT SERVICES LLC; MCA

RECOVERY LLC; GREEN CAPITAL FUNDING

LLC; and MAX RECOVERY GROUP LLC,

Respondents.

Administrative Action

CONSENT ORDER

WHEREAS this matter having been opened by the New Jersey Division of Consumer

Affairs, Office of Consumer Protection (“Division”), as an investigation to ascertain whether

Yellowstone Capital, LLC, Fundry LLC, High Speed Capital, LLC, World Global Capital, LLC

d/b/a Yes Funding, HFH Merchants Services LLC, MCA Recovery, LLC, Green Capital Funding,

LLC, and Max Recovery Group, LLC, with a main business address of 1 Evertrust Plaza, 14

Floor, Jersey City, New Jersey 07302 (collectively, “Respondents”) engaged in violations of the

New Jersey Consumer Fraud Act, N.J.S.A. 56:8-1 to -227 (“CFA”) and the Regulations Governing

General Advertising, N.J.A.C. 13:45A-9.1 to -9.8 (“Advertising Regulations”), in connection with

their Advertisement, offer for Sale, Sale and/or performance of Merchant Cash Advances (the

“Investigation”);

WHEREAS, on December 8, 2020, the then Attorney General of the State of New Jersey

and Acting Director of the Division (“Plaintiffs”) initiated an action by filing a complaint against

Respondents in the Superior Court of New Jersey, Hudson County, Chancery Division, General

Equity Part, Docket No. HUD-C-180-20 (the “Action”);

WHEREAS in the Action, Plaintiffs alleged violations under the CFA and the Advertising

Regulations in connection with Respondents’ offers, sales, servicing, and/or collections on

Merchant Cash Advance agreements;

WHEREAS Respondents deny all of these and the other allegations Plaintiffs asserted in

the Action;

WHEREAS in response to the complaint, Respondents filed motions to dismiss, which

were denied on or about April 19, 2021, and then, on April 23, 2021, Respondents filed Answers

with Affirmative Defenses in response to the Complaint (the “Answers”), which, inter alia,

generally denied Plaintiffs’ allegation of wrongdoing and misconduct;

WHEREAS, on August 4, 2021, the Parties entered a Stipulation of Dismissal Without

Prejudice and tolling agreement to engage in good faith settlement discussions outside of the

context of a pending judicial proceeding, while also preserving their respective rights and defenses;

WHEREAS the Division and Respondents (collectively, “Parties”) have reached an

amicable agreement thereby resolving the issues in controversy and concluding the Investigation

and Action without the need for further action, and consented to the entry of the within order

(“Consent Order”) without Respondents having admitted any fact or violation of law, and for good

cause shown:

IT IS ORDERED AND AGREED as follows:

1. EFFECTIVE DATE

1.1 This Consent Order shall be effective on the date that it is filed with the Division

(“Effective Date”).

2. DEFINITIONS

Capitalized terms not otherwise defined in this Consent Order shall have the following

meanings:

2.1 “Action” refers to the action titled Matthew J. Platkin, et al. v. Yellowstone Capital,

LLC, et al., Superior Court of New Jersey, Chancery Division, Hudson County, Docket No. HUD-

C-180-20, and all pleadings and proceedings related thereto.

2.2 “Attorney General” shall refer to the Attorney General of the State of New Jersey

and the Office of the Attorney General of the State of New Jersey.

2.3 “Complaining Customer” shall refer to Customers listed on Exhibit A.

2.4 “Event of Default” means an Event of Default as set forth in a post-November 2018

MCA, and/or as modified in the future to reflect the requirements of this Consent Order as set forth

in Section 3.3 below.

2.5 “Customer” means any counter-party to which Respondents provide or have

provided an MCA, and which meets any of the following criterion: (i) whose place of business is

in New Jersey, (ii) whose mailing address is in New Jersey, (iii) whose guarantor resides in New

Jersey, or (iv) which is a Complaining Customer.

2.6 “Division” means the New Jersey Division of Consumer Affairs.

2.7 “Due Diligence Fee” shall refer to the fee included in Rider 1 to Respondents’ post-

November 2018 MCA agreements for “the cost of the due diligence of [the Customer’s] business

performed by [Respondents].”

2.8 “Independent Funding Organization” or “IFO” means a third-party organization

that has contracted with one or more of the Respondents to service an MCA, and which has entered

into a master services agreement with one or more of the Respondents.

2.9 “Independent Sales Organization” or “ISO” means a third-party organization that

receives a commission or referral fee from Respondents for referring a potential Customer for an

MCA to one or more of the Respondents, or an independent contractor, that assists one or more of

the Respondents in brokering MCAs by, among other things, interfacing with other ISOs.

2.10 “Internal Review and Notice Process” means the events that must occur before: (1)

submitting an MCA to a collections vendor; (2) sending a UCC Notice; (3) exercising rights under

a power of attorney clause; or (4) initiating a legal proceeding through the filing of a complaint.

Prior to these enumerated events, the MCA will be evaluated by one or more agents of one of the

Respondents with responsibility to review such a submission (the “Reviewer”). As part of that

process, first, the IFO claiming an Event of Default must provide to the Reviewer a written

statement that an Event of Default has occurred, including documentary proof of same. The

Reviewer will evaluate the IFO’s submission and determine if the IFO has provided sufficient

proof of an Event of Default. If the Reviewer concludes that there is not sufficient proof of an

Event of Default, the IFO will be informed that the submission has been denied and cannot proceed

unless and until a new submission is determined to provide the requisite showing. If the Reviewer

determines that the IFO has provided adequate proof of an Event of Default, the Reviewer can

approve the IFO’s default request and the IFO may proceed on Respondents’ behalf with

submitting the MCA to a collections vendor, sending a UCC Notice, and/or exercising rights under

a power of attorney clause. The Reviewer’s decision to approve a default request shall be

memorialized in writing. Notice of the Reviewer’s decision, including explanation of the specific

Event of Default and the resulting steps the IFO may take on Respondents’ behalf if the Customer

fails to remedy the default, shall be sent to the Customer within two (2) business days via electronic

mail to the email address provided by the Customer or, in the absence of a viable email address,

via text message. A complaint may not be filed to initiate a legal proceeding against the Customer

until three (3) business days after such notice has been sent. Documentation of the foregoing will

be maintained in the MCA’s file.

2.11 “MCA” means any merchant cash advance agreement entered into by Respondents

with any Customer.

2.12 “Person[s]” shall be defined in accordance with N.J.S.A. 56:8-1(d).

2.13 “Reformed Reconciliation Provision” and “Reformed Reconciliation Procedure”

includes provisions or practices involving: 1) a clear statement there is no requirement that

Customers request reconciliations within five days of the start of the month; 2) an expansion of

the look-back period from one month to the entire life of the transactions; and 3) an elimination of

the possibility of a reconciliation resulting in amounts owed to the IFO.

2.14 “State” shall refer to the State of New Jersey.

2.15 “UCC Notice” shall refer to the notice contemplated in Uniform Commercial Code

(UCC) Article 9 Section 406.

3. INJUNCTIVE RELIEF AND BUSINESS PRACTICES

3.1 Respondents and Respondents’ principals, officers, employees, successors, assigns,

owners, directors, shareholders, members, affiliates, and others acting under the direction or

control of or on behalf of Respondents or Respondents’ principals, officers, successors, assigns,

owners, directors, shareholders, members, affiliates in connection with an MCA who receive

actual notice of this Consent Order pursuant to Section 8 herein, shall adhere to the following

business practices and reforms.

3.2 Respondents are permanently enjoined from engaging in any acts or practices in

violation of the CFA and any applicable Advertising Regulations, including acts that violate the

CFA because they are found to be arbitrary, capricious, retaliatory, or coercive.

3.3 To the extent those identified in Section 3.1 enter into an MCA after the Effective

Date, the following shall apply:

a. The MCA shall not include terms providing that Customers only have a specified

number of business days following the end of the month to request reconciliation

and to provide all supporting documents;

b. The MCA shall not include terms providing that there is no grace period while a

reconciliation request is pending:

i. The MCA shall specify that debits will be paused from such time as the

Customer provides the necessary documents and information to support a

reconciliation request until that request is resolved;

c. To the extent that an MCA includes terms providing for a specific number of missed

payments to be an Event of Default, Respondents shall agree to provide notice of

missed payments to the Customer via electronic mail or, in the absence of a viable

email address, via text message, which notice shall be made within 24 hours of the

missed payment and include a reference to their right to seek a reconciliation;

The Division acknowledges that Respondents MCA Recovery LLC and Max Recovery Group LLC (the

“Collection Respondents”) did not issue or service MCAs and have no current intention to do so in the

future. Accordingly, the provisions of this Consent Order apply to these entities only to the extent that they

impact Collection Respondents’ performance of collection activities on behalf of the other Respondents.

d. The MCA shall not include “no liability” clauses requiring a Customer to waive

any claims “under any legal theory”;

e. The MCA shall be subject to the Internal Review and Notice Process;

f. The MCA shall only reach a guarantor’s personal assets in the event of an Event of

Default where there is a good faith basis to infer fraud, intentional

misrepresentation, and/or willful circumvention of the MCA;

g. The MCA shall not include terms requiring Customers to “waive any and all

objections to jurisdiction or venue”:

i. The MCA shall prominently disclose terms specifying governing law,

jurisdiction, and venue;

h. The MCA shall not include terms disclaiming any obligation “to itemize or prove”

that 25% of the accelerated unpaid balance is a reasonable charge for attorneys’

fees;

i. The MCA shall disclose clearly: (1) that refinancing of an amount due under an

existing MCA involves the execution of a new MCA and is thus different from a

request for reconciliation under the existing MCA; and (2) that a refinancing may

incur higher payback amounts, higher payback multiples, or additional fees:

i. Upon offering a Customer the opportunity to refinance an existing MCA,

the Customer shall be provided with a clear description of the amount of

cash to be received in a proposed new MCA (i.e., net of fees and unpaid

balance from the prior MCA), the new payback amount, the new fees, and

all other relevant contractual terms of the new MCA prior to execution of

the new MCA;

j. The MCA shall not include terms providing that the Due Diligence Fee is “up to

ten percent (10%) of the Purchase Price”;

k. The MCA shall clearly and conspicuously disclose the actual dollar amount of all

applicable fees (including, but not limited to, the Due Diligence Fee);

l. Respondents shall not send UCC Notices with respect to a Customer’s default

absent compliance with the Internal Review and Notice Process;

m. UCC Notices shall not be sent and complaints shall not be filed while a

reconciliation request is pending;

n. The MCA shall not include terms placing the burden on the Customer to request

execution, acknowledgement, or delivery of satisfactions, releases and termination

statements after the full contractual balance has been remitted;

o. The MCA shall not include terms providing that the UCC Financing Statement

(“UCC-1”) will “automatically terminate without any further act of either party”

upon the Customer’s payment in full:

i. UCC Financing Statement Amendments (“UCC-3”) shall be filed within

thirty (30) days of full remittance of the contractual balance, regardless of

whether the Customer has requested proof of termination, and an additional

fee shall not be charged beyond the up-front closing costs and fees for doing

so;

p. The MCA shall not include terms requiring Customers to treat the transaction as a

sale of future receipts for accounting purposes, and shall not include terms requiring

the Customer to “waive[] any rights of privacy, confidentiality or taxpayer

privilege” should the Customer later claim the transaction is a loan;

q. The MCA shall not include terms regarding electronic check processing that

prohibit the Customer from taking any “action[s] that could have any adverse effect

upon [the Customer]’s obligations or impede [Respondents’] rights under this

Agreement, without [Respondents’] prior written consent”;

r. The MCA shall not include terms negating the responsibility to provide notice to

Customers of an Event of Default as required by the Internal Review and Notice

Process;

s. The MCA shall include the Reformed Reconciliation Provision;

t. Respondents shall provide enhanced disclosures that include clear information

regarding each up-front deduction from the purchase price. Such enhanced

disclosure requires that:

i. Respondents continue to disclose up-front closing costs and fees to the

Customer as follows: (i) in a Customer introduction email, which discloses,

among other things that the amount the Customer nets from the Purchased

Amount under the MCA would be reduced by Closing Costs and any prior

balance; (ii) in a Summary Worksheet that the Customer signs via clickwrap

that summarizes terms such as the identity of the Respondent and

Customer(s), the structure of the financing, the Purchase Price, the

Purchased Amount, the Specified Percentage, and the Initial Installment;

(iii) on the first page of the MCA, which includes the Purchase Price,

Purchased Amount, Specified Percentage, and Initial Daily or Weekly

Installment; and (iv) in a pre‐funding email, which summarizes the key

provisions of the MCA, including the Purchased Amount, Purchase Price,

any fees that would reduce the net amount of the Purchase Price (e.g., due

diligence fee, origination fee, ACH program fee, or UCC fee), and the total

net proceeds that the Customer will receive; and

u. Customers’ preferred contact information for service of any legal notices shall be

obtained at the time a Customer enters into an MCA.

3.4 For any MCA as of the Effective Date for which there has not been an Event of

Default:

a. Respondents shall give the benefit of the Reformed Reconciliation Procedures to a

Customer with an existing MCA. Moreover, Respondents shall not debit payments,

file complaints or otherwise initiate legal proceedings, or send UCC Notices from

such time as the Customer provides the necessary documents and information to

support a reconciliation request until that request is resolved;

b. Respondents shall not charge a separate fee for UCC-3s and shall file UCC-3s

within thirty (30) days of full remittance of the Purchased Amount or the execution

of this Consent Order, whichever is later;

c. Respondents may send a UCC Notice with regard to a Customer’s default upon

adherence to the Internal Review and Notice Process;

d. Respondents shall abide by the Internal Review and Notice Process prior to: (1)

submitting an MCA to a collections vendor; (2) sending a UCC Notice; (3)

exercising rights under a power of attorney clause; or (4) initiating a legal

proceeding through the filing of a complaint; and

e. For Customers that have MCAs for which there has not been an Event of Default,

Respondents shall notify such Customers and Complaining Customers via

electronic mail to the most recent email address provided by the Customer or, in

the absence of a viable email address, via text message that: 1) there is no

requirement that Customers request reconciliations within five (5) days of the start

of the month; 2) reconciliation requests will take into account the entire life of the

MCA transaction, rather than be limited to a one month look back period; and that

3) reconciliation requests will not result in amounts owed to Respondents. The

notice shall inform Customers that payments will not be debited, complaints will

not be filed, and UCC Notices will not be issued during the pendency of any

reconciliation request where the necessary supporting documents and information

have been provided.

3.5 Respondents shall cease filing Confessions of Judgment (“COJs”) against any

Customer.

3.6 In the event a Customer defaults on an MCA, reasonable attorneys’ fees shall be

itemized and state ethics rules for fee-splitting with non-lawyers and charging for internal counsel

shall be adhered to.

3.7 Judgments and Liens. For any Customer with an unpaid balance that is forgiven

pursuant to the terms of this Consent Order, within sixty (60) days of the Effective Date, or for

Customers subject to the file-by-file review required by this Consent Order, within thirty (30) days

of the date those Customers are identified, Respondents shall:

a. In every case in which a Respondent is or was a plaintiff and in which a Customer

is or was a defendant, Respondents shall (i) dismiss any pending cases, with

prejudice, or (ii) for any concluded case in which a judgment against a Customer

was entered, file a satisfaction of any judgment; and

b. File a UCC-3 termination notice reflecting the amount of any forgiveness pursuant

to this Agreement, and attempt in good faith to simultaneously provide a copy of

that notice to the Customer via electronic mail to the most recent email address

provided by the Customer or, in the absence of a viable email address, via text

message.

Respondents shall provide a report to the Division every 90 days identifying all Customers,

and corresponding amounts of forgiveness, for which Respondents have satisfied their obligations

pursuant to this Section. The first report shall be provided 90 days after the Effective Date of this

Consent Order. Upon request by the Division to Respondents following an inquiry to the Division

by or relating to a Customer, Respondents shall provide copies of any filed motion to dismiss, filed

satisfaction of judgment, and/or filed UCC-3 termination statement concerning Customers

identified in the reports identified in this paragraph.

3.8 Credit Reporting. Respondents shall not report, instruct others to report, or cause

IFOs to report, any negative or derogatory information or debts owed or purported to be owed by

any Customer, to a credit reporting agency. Upon request from a Customer, Respondents shall,

within 30 days of receiving the request, provide information reflecting the amount of forgiveness

pursuant to this Agreement, such that a credit reporting agency could delete negative or derogatory

information or debt from the Customer’s credit reporting file.

3.9 In the origination of any future MCA agreements and in connection with ongoing

servicing of MCA agreements for which there has not been an Event of Default, including

consideration of requests for reconciliation and debt collection, Respondents shall take

commercially reasonable efforts to ensure that IFOs and ISOs deal fairly with Customers by

doing the following:

a. Provide each IFO and ISO with which they continue to do business, a copy of this

Consent Order;

b. Require that each such IFO and ISO sign and date an acknowledgment of receipt

of this Consent Order;

c. Clearly and conspicuously disclose to each such IFO and ISO in writing that

engaging in the acts or practices prohibited by this Consent Order will result in

immediate termination of any business relationship, and forfeiture of all monies

owed to such Person or entity;

d. Require that each such IFO and ISO provide this Consent Order to each of its

employees and agents that may do business with Respondents;

e. Promptly investigate any complaints that Respondents receive through any source

to determine whether any such IFO and ISO has engaged in acts or practices

prohibited by this Consent Order;

f. Immediately terminate and cease payment to any such IFO and ISO who

Respondents reasonably conclude has engaged in acts or practices prohibited by

this Consent Order; and

g. To the extent Respondents terminate any business relationship with any IFO and

ISO for engaging in acts or practices prohibited by this Consent Order, Respondents

shall maintain records detailing the circumstances of such termination and shall

take reasonable steps to ensure that Respondents will not do business with that

Person or entity or its principals.

4. SETTLEMENT AMOUNT

4.1 The Parties have agreed to a settlement of this Action in the amount of

approximately Twenty-Seven Million Three Hundred and Seventy-Five Thousand Dollars (US)

($27,375,000), which is comprised of: (i) the forgiveness of all outstanding balances for Customers

who entered MCAs, which are currently estimated to be approximately Twenty-One Million Seven

Hundred and Fifty Thousand and 00/100 Dollars ($21,750,000), pursuant to N.J.S.A. 56:8-8; and

(ii) Five Million Six Hundred and Twenty-Five Thousand and 00/100 (US) Dollars ($5,625,000)

paid to the Division to be allocated within the Division’s discretion for purposes that may include,

restitution, attorneys’ fees, costs of investigation and litigation and costs of administering

restitution, and penalties not to exceed $250,000, pursuant to N.J.S.A. 56:8-13, -8, -11, and -19.

4.2 Respondents shall pay the above-referenced Five Million Six Hundred and Twenty-

Five Thousand and 00/100 (US) Dollars ($5,625,000) (“Settlement Payment”) contemporaneously

with the execution of this Consent Order.

4.3 The Settlement Payment shall be made by wire transfer payable to the “New Jersey

Division of Consumer Affairs” pursuant to instructions provided by the Division.

4.4 Upon making the Settlement Payment, Respondents shall immediately be fully

divested of any interest in, or ownership of, the monies paid. All interest in the monies, and any

subsequent interest or income derived therefrom, shall inure entirely to the benefit of the Division

pursuant to the terms herein.

4.5 All outstanding balances for Customers who entered MCAs at any time shall be

forgiven. Following the completion of the File-by-File Review set forth in Section 5 below, the

Respondents shall provide the Division with a final accounting of the total balance being forgiven

pursuant to this Section.

5. FILE-BY-FILE REVIEW

5.1 Respondents shall, within thirty (30) days of the Effective Date of this Consent

Order, commence a file-by-file search and review (the “File-by-File Review”) using, to the extent

possible and reliable, electronic search methods and, to the extent necessary, a manual review to

identify all Customers covered by this Consent Order. Respondents shall be responsible for all

costs associated with the File-by-File Review. Prior to the Effective Date, Respondents shall

provide to the Division an estimate of the duration for the entire File-by-File Review process,

which shall not exceed six (6) months from the Effective Date.

5.2 Respondents shall provide progress reports to the Division every 90 days, wherein

Respondents shall disclose the full guarantor name, the full business name, the corresponding

addresses, any other available contact information, the date of the executed MCA(s), and the

merchant ID for all Customers, including those identified during the File-by-File Review for the

preceding 90-day period. In addition, the Division may request, and Respondents shall provide,

additional data for any Customers identified through the File-by-File Review necessary to

effectuate the relief contemplated in this Consent Order. The first progress report shall be provided

90 days after the Effective Date of this Consent Order.

6. GENERAL PROVISIONS

6.1 This Consent Order is entered into by the Parties as their own free and voluntary

act and with full knowledge and understanding of obligations and duties imposed by this Consent

Order.

6.2 This Consent Order shall be governed by, and construed and enforced in accordance

with, the laws of the State of New Jersey.

6.3 The Parties have negotiated, jointly drafted and fully reviewed the terms of this

Consent Order and the rule that uncertainty or ambiguity is to be construed against the drafter shall

not apply to the construction or interpretation of this Consent Order.

6.4 This Consent Order contains the entire agreement between the Parties. Except as

otherwise provided herein, this Consent Order shall be modified only by a written instrument

signed by or on behalf of the Parties.

6.5 Except as otherwise explicitly provided in this Consent Order, nothing in this

Consent Order shall be construed to limit the authority of the Attorney General to protect the

interests of the State or the people of the State.

6.6 If any portion of this Consent Order is held invalid or unenforceable by operation

of law, the remaining terms of this Consent Order shall not be affected.

6.7 This Consent Order shall be binding upon the Parties and their successors in

interest. In no event shall assignment of any right, power or authority under this Consent Order

be used to avoid compliance with this Consent Order.

6.8 This Consent Order is agreed to by the Parties and entered into for settlement

purposes only. Neither the fact of, nor any provision contained in this Consent Order shall

constitute, or be construed as: (a) an approval, sanction or authorization by the Division or any

other governmental unit of New Jersey of any act or practice of Respondents; and/or (b) an

admission by Respondents that any of their acts or practices described in or prohibited by this

Consent Order are unfair or deceptive or violate the CFA or the Advertising Regulations. Neither

the existence of, nor the terms of this Consent Order shall be deemed to constitute evidence or

precedent of any kind except in: (a) an action or proceeding by one of the Parties to enforce,

rescind or otherwise implement or affirm any or all of the terms herein; or (b) an action or

proceeding involving a Released Claim (as defined in Section 9) to support a defense of res

judicata, collateral estoppel, release or other theory of claim preclusion, issue preclusion or similar

defense.

6.9 Unless otherwise prohibited by law, any signatures by the Parties required for entry

of this Consent Order may be executed in counterparts, each of which shall be deemed an original,

but all of which shall together be one and the same Consent Order.

7. REPRESENTATIONS AND WARRANTIES

7.1 Respondents represent and warrant that they have not issued or originated MCAs

since May 2021.

7.2 The Parties represent and warrant that an authorized representative of each has

signed this Consent Order with full knowledge, understanding and acceptance of its terms and that

the representative has done so with authority to legally bind the respective Party.

7.3 Respondents further represent and warrant that should they or their principals,

officers, employees, successors, assigns, owners, directors, shareholders, members, affiliates, and

others acting under the direction or control of or on behalf of Respondents or Respondents’

principals, officers, successors, assigns, owners, directors, shareholders, members, affiliates in

connection with an MCA who receive actual notice of this Consent Order pursuant to Section 8

herein, resume entering into new MCAs within 10 years of the Effective Date of this Consent

Order, they will be bound to the required and prohibited business practices enumerated in Section

7.4 Respondents represent and warrant that they will notify the Division in writing and

via electronic mail within thirty (30) days if they begin or resume issuing MCAs from New Jersey

or to Customers in New Jersey. Upon receiving such notice, the Division may request and

Respondents shall provide a copy of the MCA form(s) then in use.

8. ORDER ACKNOWLEDGMENTS

8.1 In addition to the requirements under Section 3, Respondents shall obtain

acknowledgments of receipt of this Consent Order as follows:

a. Each Respondent named in the Action, within fourteen (14) days of the Effective

Date of this Consent Order, must submit to the Division an acknowledgment of receipt of this

Consent Order sworn under penalty of perjury.

b. For a period of 10 years after entry of this Order, each Respondent must deliver a

copy of this Order to: (1) all principals, owners, officers, successors, assigns, directors,

shareholders, affiliates, and LLC managers and members; (2) all employees having managerial

responsibilities for conduct related to the subject matter of the Consent Order and all agents and

representatives that participate in conduct related to the subject matter of the Consent Order; and

(3) any business entity resulting from any change in structure. For a period of 10 years after entry

of this Order, Respondents’ principals, owners, officers, successors, assigns, directors,

shareholders, and LLC managers and members must deliver a copy of this Order to: (1) any entity

under their direction or control that participates in conduct related to the subject matter of the

Consent Order; and (2) all employees of such entity having managerial responsibilities for conduct

related to the subject matter of the Consent Order and all agents and representatives that participate

in conduct related to the subject matter of the Consent Order. Delivery must occur within 7 days

of entry of this Consent Order for current personnel. For all others, delivery must occur before

they assume their responsibilities.

c. From each individual or entity to which Respondents delivered a copy of this

Consent Order, Respondents shall attempt to obtain, within 90 days, a signed and dated

acknowledgment of receipt of this Consent Order. To the extent that any such individual or entity

does not return the acknowledgment of receipt within this period, Respondents shall not engage in

further business activities with them until such time as a signed acknowledgment is received.

9. RELEASE

9.1 In consideration of the injunctive relief, payments, undertakings, mutual promises

and obligations provided for in this Consent Order, and conditioned on Respondents making the

Settlement Payment in accordance with Section 4, the Division and the Attorney General hereby

agree to release Respondents from any and all civil claims to the extent permitted by State law,

which the Division could have brought prior to the Effective Date against Respondents that are

related to and/or arise from the matters specifically addressed in this Consent Order, including but

not limited to those set forth in the Action (“Released Claims”).

9.2 Notwithstanding any term of this Consent Order, the following do not comprise

Released Claims: (a) private rights of action, provided, however, that nothing prevents

Respondents from raising the defense of set-off against a Customer who has received restitution;

(b) actions to enforce this Consent Order; and (c) any claims against Respondents by any other

agency or subdivision of the State.

10. PENALTIES FOR FAILURE TO COMPLY

10.1 The Attorney General (or designated representative) shall have the authority to

enforce the provisions of this Consent Order or to seek sanctions for violations hereof or both.

a. Prior to the Division instituting a court proceeding based solely on an alleged

violation of this Consent Order , the Parties agree that the Division will provide Respondents with

written notice if the Division believes that Respondents are in violation of any of their obligations

under this Consent Order (“Notice of Noncompliance”), including a specific description of the

conduct deemed to violate the Consent Order and the provisions of the Consent Order deemed to

have been violated, and provide Respondents thirty (30) days after the date of receipt of the Notice

of Compliance prior to commencing any further proceeding; provided, however, that the Division

may take any action where the Division concludes that because of the specific practice, a threat to

the health or safety of the public requires immediate action.

b. Within thirty (30) days of receipt of the Notice of Noncompliance, Respondents

shall have the opportunity to demonstrate that: (a) Respondents are in compliance with the

obligations of this Consent Order cited by the Division as being violated; (b) any alleged violation

has been addressed, including by remedial actions having been taken to remedy any conduct

inconsistent with this Consent Order; or (c) Respondents have begun to take action to address the

alleged violation, are pursuing such action with due diligence, and have provided a reasonable

timetable for addressing any such alleged violation.

c. Nothing shall prevent the Division, at its sole discretion, from agreeing to provide

Respondents with additional time beyond the thirty (30) days to respond to the Notice of

Noncompliance.

d. The Parties agree that any future violations of Section 3 of this Consent Order, the

CFA, or the Advertising Regulations shall constitute a second or succeeding violation under

N.J.S.A. 56:8-13, and that Respondents will be liable for enhanced civil penalties.

11. COMPLIANCE WITH ALL LAWS

11.1 Except as provided in this Consent Order, no provision herein shall be construed

as:

a. Relieving Respondents of their obligation to comply with all State and

federal laws, regulations, or rules, as now constituted or as may hereafter be

amended, or as granting permission to engage in any acts or practices

prohibited by any such laws, regulations or rules; or

b. Limiting or expanding any right the Division may otherwise have to obtain

information, documents or testimony from Respondents pursuant to any

State or federal law, regulation or rule, as now constituted or as may

hereafter be amended, or limiting or expanding any right Respondents may

otherwise have pursuant to any State or federal law, regulation or rule, to

oppose any process employed by the Division to obtain such information,

documents or testimony.

12. NOTICES UNDER THIS CONSENT ORDER

12.1 Except as otherwise provided herein, any notices or other documents required to be

sent to the Parties pursuant to this Consent Order shall be sent by a nationally recognized courier

service that provides tracking services and identification of the Person signing for the documents,

and simultaneously via electronic mail. The notices and/or documents shall be sent to the

following:

For the Division:

Chanel Van Dyke, Deputy Attorney General/Asst. Section Chief

Consumer Fraud Prosecution Section

State of New Jersey

Office of the Attorney General

Department of Law and Public Safety

Division of Law

124 Halsey Street - 5

Floor

P.O. Box 45029

Newark, New Jersey 07101

[email protected]

For the Respondents:

Eric T. Kanefsky, Esq.

Calcagni Kanefsky LLP

One Newark Center

1085 Raymond Blvd, 14

Floor

Newark, New Jersey 07102

Eric@ck-litigation.com

David Picon, Esq.

Proskauer Rose, LLP

11 Times Square

New York, NY 10036

[email protected]

IT IS ON THE ___________________ DAY OF __________________, 2022 SO ORDERED.

MATTHEW J. PLATKIN

ATTORNEY GENERAL OF NEW JERSEY

By:___________________________________________

CARI FAIS, ACTING DIRECTOR

DIVISION OF CONSUMER AFFAIRS

THE

PARTIES

CONSENT

THE

FORM,

CONTENT

AND

ENTRY

THIS

CONSENT

ORDER

THE

DATES

BESIDE

THEIR

RESPECTIVE

SIGNATURES.

FOR

TIC

DIVISION:

MATTHEW

PLATKIN

ATTORNEY

GENERAL

NEW

JERSEY

By:

v'v1.,

Chanel

Van

Dyke,

Deputy

Attorney

General

Consumer

Fraud

Prosecution

Section

124

Halsey

Street

5~'

Floor

P.O.

Box

45029

Newark,

New

Jersey

07101

Dated:

~~6~1~

~C~

2022

COUNSEL

FOR

RESPQNDENTS

AND

FORM

ONLY:

CALCAGNI

R:ANEFSKY

LLP

,~,-~.

.--

By:

Dated:

December

27,

2022

Eric

Kanefsky,

Esq.

Calcagni

Kanefsky

LLP

One

Newark

Center

1085

Raymond

Blvd.

14~

Floor

Newark,

New

Jersey

07102

PROSKAUER

ROSE,

LLP

By:

Dated:

December

27,

2022

avid

Picon,

Esq.

Proskau~r

Rose

LLP

~'~~~

~~~~s~

Times

Square

New

York,

1003

~r}~~~

~~~~,~~

FOR RESPONDENTS:

RESPONDENT YELLOWSTONE CAPITAL LLC, 1 Evertrust Plaza, 14

Floor, Jersey City,

New Jersey 07302