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Filing # 117069937 E-Filed 11/20/2020 04:44:21 PM
IN THE CIRCUIT COURT OF THE
FIFTEENTH JUDICIAL CIRCUIT, IN
AND FOR PALM BEACH COUNTY,
FLORIDA
R.C. SOLUTIONS CORP.,
No. 50 2020 CA 009872 XXXXMB AO.
Plaintiff,
Vv.
MULTIRACE, LLC;
ALECK DAGROSA;
ANDRE QUIRINO; and
USA EVENT PRODUCTION, LLC,
Defendants.
/
NOTICE OF TAKING DEPOSITION OF MULTIRACE, LLC
(Via Zoom Videoconferencing)
PLEASE TAKE NOTICE that, pursuant to Florida Rule of Civil Procedure 1.310(b)(6),
counsel for R.C. Solutions Corp. will take the deposition of the following person at the indicated
date, time and place:
Witness: Multirace, LLC
Designated Representative Pursuant to Rule 1.310(b)(6)*
Date: December 15, 2020
Time: 9:30 a.m. (EST)
Zoom: Zoom link to be provided by email
upon oral examination before a court reporter, or any other Notary Public or officer authorized by
law to take depositions. The oral examination will continue from day to day until completed. This
deposition is being taken for the purpose of discovery, for use at trial, or for such other purposes
as are permitted by law.
*The topics for the witness(es) are set forth in Exhibit A.
*** FILED: PALM BEACH COUNTY, FL SHARON R BOCK, CLERK. 11/20/2020 04:44:21 PM ***DEFINITIONS AND INSTRUCTIONS
1. “R.C.” shall refer to R.C. Solutions Corp., a Florida corporation.
2. “MR?” shall refer to Multirace, LLC, a Delaware limited liability company.
3. “USA Event” shall refer to USA Event Production, LLC, a Florida limited liability
company.
4. “RET” shall refer to Race Event Technology, LLC, a Delaware limited liability
company.
5. The “equipment” shall refer to any tangible property owned or possessed by MR.
6. “Collateral” shall mean the tangible and intangible property in which R.C. was
granted a continuing lien and security interest in section 1 of the security agreement.
7. An “asset” means tangible or intangible property with economic value.
8. A “liability” means a debt owed to another person or entity.
9. “Waste” means use of any property where its condition or value is diminishing by
failing to take reasonable steps to preserve its condition or value.EXHIBIT A
TOPICS FOR DEPOSITION
1. MR’s current assets, liabilities, accounts receivable, sources of income, and current
debts and other payment obligations, including the values and/or amount(s) of each.
2. The Amended and Restated Secured Promissory Note attached hereto as Exhibit A-
3. The Amended and Restated Security Agreement attached hereto as Exhibit A-2,
including all terms of that agreement, MR’s obligations under that agreement, and R.C.’s rights
under that agreement.
4. MR’s liability for and payment of interest on the Amended and Restated Secured
Promissory Note in 2020.
5. MR’s tangible assets and the location of those assets.
6. MR’s disposition or transfer of any of its tangible or intangible assets on or after
January 1, 2020.
7. MR’s payroll records since January 1, 2020, including the identities of each
individual receiving a salary from MR and the amount of that salary.
8. The profit and loss statements for MR for 2018, 2019, and year to date for 2020.
9. The balance sheets for MR for 2018, 2019, and year to date for 2020.
10. Any distributions or dividends paid by MR since January 1, 2020.
11. MR’s bank accounts from January 1, 2020, to the present, including the bank
name(s), account numbers, and current balances.
12. MR’s customer list, including all measures it has taken to keep the customer list
secret and the identities of any third parties who have been granted access to the customer list.13. The registrar(s) and password information for the www.multirace.com and
www.multiraceflorida.com domains, and any other domain names owned and controlled by MR.
14. All customer inquiries received since March 15, 2020, including the frequency in
which MR is responding to customer inquiries.
15. | Whether any of MR’s assets or good will have suffered waste.
16. The relationship between RET and MR, including the sharing of information
between RET and MR and the license agreement between them.
17. The current management and business operations for MR.
18. The current owners of MR.
19. Identification of any refunds given to race registrants in 2020 and the specific
amounts.
20. Identification and/or location of MR’s tangible and intangible property, as provided in
section | of the Amended and Restated Security Agreement (Exhibit A-2), including:
a) all Accounts;
(b) Chattel Paper, including without limitation, Tangible Chattel Paper
and Electronic Chattel Paper;
(c) Deposit Accounts;
(d) Documents;
(e) General Intangibles, including without limitation, Payment
Intangibles and Software;
(f) Goods, including without limitation, Equipment, Inventory,
Fixtures and Accessions;
(g) Instruments, including Promissory Notes;(h) Investment Property;
(i) Letter-of-credit rights;
(i) Motor vehicles;
(k) Supporting Obligations;
0b) All books and records evidencing or relating to the foregoing,
including, without limitation, billing records of every kind and description,
customer lists, data storage and processing media, Software and related material,
including computer programs, computer tapes, cards, disks and printouts, including
any of the foregoing which are in the possession of any affiliate or any computer
service bureau; and
(m) _ Proceeds of the above Collateral.
21. Identification of MR’s tangible and intangible property as of January 1, 2020,
including:
a) All Accounts;
(b) Chattel Paper, including without limitation, Tangible Chattel Paper
and Electronic Chattel Paper;
(c) Deposit Accounts;
(d) Documents;
(e) General Intangibles, including without limitation, Payment
Intangibles and Software;
(f) Goods, including without limitation, Equipment, Inventory,
Fixtures and Accessions;
(g) Instruments, including Promissory Notes;(h)
@
G@)
(k)
@
Investment Property;
Letter-of-credit rights;
Motor vehicles;
Supporting Obligations;
All books and records evidencing or relating to the foregoing,
including, without limitation, billing records of every kind and description,
customer lists, data storage and processing media, Software and related material,
including computer programs, computer tapes, cards, disks and printouts, including
any of the foregoing which are in the possession of any affiliate or any computer
service bureau; and
(m)
22. Documents produced by MR or Joseph DaGrosa in this case or any litigation in
Proceeds of the above Collateral.
which either is a party against R.C., Robert Childers or Race Event Technologies, Inc.
23. The allegations in Plaintiff's Verified Complaint in MultiRace, LLC v. Race Event
Technology LLC and Robert Lee Childers et al. in the Eleventh Judicial Circuit (Case No. 2020
CA 020797), which is attached as Exhibit A-3.
24. Defendants’ written responses and documents produced in response to the
following discovery requests served by Plaintiff :
(a) Plaintiff R.C. Solutions Corp.’s First Request for Production to Defendants
served on November 2, 2020;
(b) Plaintiff R.C. Solutions Corp.’s First Set of Interrogatories to MultiRace, LLC
served on November 2, 2020; and(c) Plaintiff R.C. Solutions Corp.’s First Request for Admissions to MultiRace,
LLC served on November 2, 2020.
CERTIFICATE OF SERVICE
I HEREBY CERTIFY that a true and correct copy of the foregoing document was served
November 20, 2020 via the Court’s e-filing portal to the following:
Luis Salazar
luis@salazar law
Jose Ceide
ceide@salazar.law
eservice@salazar.law
2121 SW 3" Avenue, Ste. 100
Miami, FL 33129
Counsel for MultiRace, LLC,
Aleck Dagrosa, USA Event
Production, LLC
s/Adam T. Rabin, Esq.
Adam T. Rabin
Fla. Bar No. 985635
arabin@mccaberabin.com
Robert C. Glass
Fla. Bar No. 052133
tglass@mccaberabin.com
McCabe RaBIN, P.A.
1601 Forum Place, Suite 201
West Palm Beach, FL 33401
Telephone: 561.659.7878
Counsel for R.C. Solutions Corp.EXHIBIT A-1Execution Version
AMENDED AND RESTATED SECURED PROMISSORY NOTE
$1,128,618.42 Note Effective Date: December 31, 2019
1 Principal, Amendment and Restatement: Interest and Payments.
1.1 Obligation to Pay. For value received, the undersigned, MULTIRACE LLC, a
Delaware limited liability company (“Borrower”), hereby promises to pay to R.C. SOLUTIONS
CORP., a Florida corporation (“Lender”), the principal amount of $1,128,618.42 (“Principal”),
plus interest in accordance with Section 1.2 below. The unpaid Principal and any accrued but
unpaid interest shall become due and payable on December 31, 2020 (the “Maturity Date”). The
Principal represents the outstanding balance of principal and accrued interest as of the Note
Effective Date of that certain Secured Promissory Note made by Borrower in favor of Lender on
the Note Effective Date of November 18, 2013, in the original principal amount of $1,375,000
(the “Original Note”). This Amended and Restated Secured Promissory Note supersedes and
restates the Original Note in its entirety and shall be deemed to be a replacement note and not
evidence of new indebtedness.
1.2 Interest Rate; Payments. Interest shall accrue on the Principal commencing on the Note
Effective Date at a simple annual rate equal to Eight (8%) Percent. Accrued interest shall be
payable quarterly, commencing on the last day of the third month following the Note Effective
Date and continuing on the same day of each third month thereafter unti! the Maturity Date, when
the Principal plus any accrued but unpaid interest under this Note, shall be due and payable by the
Borrower in lawful money of the United States of America and in immediately available funds.
Subject to the provisions herein, Borrower may prepay from time to time the outstanding Principal
amount of this Note prior to the Maturity Date, in whole or in part, without premium or penalty.
1.3 Late Payment. In addition to the above described payments of Principal and interest
due hereunder, if any such quarterly payment is not paid within ten (10) days after its due date, a
delinquency charge, equal to Five (5%) Percent of the amount of the payment not timely made
(“Late Fee”) shall also be due and payable.
1.4 Application of Payments. Payments received will be applied first to fully pay costs and
expenses incurred by Lender in collecting this Note or in sustaining and/or enforcing any security
granted to secure this Note, then to fully pay any outstanding Late Fees, then to fully pay accrued
interest and the remainder will be applied to Principal.
2. Security. This Note is secured by that certain Amended and Restated Security
Agreement, dated May 2, 2014, between Borrower and Lender.
oo3. Default,
3.1 Events of Default. The occurrence of any of the following constitutes an “Event of
Default” hereunder: (a) Borrower fails to make any payments due hereunder within ten (10) days
after the due date thereof; (b) Borrower voluntarily dissolves, liquidates or terminates operations;
applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian,
trustee or liquidator of Borrower of all or of a substantially all of Borrower’s assets; (c) a trustee,
liquidator, assignee, custodian or receiver (or similar official) being appointed for Borrower or for
a substantial part of its property or business without its consent and is not discharged within thirty
(30) days after such appointment, or any writ or warrant of attachment, or similar process is entered
or filed against Borrower or any of its properties or other assets and is not vacated, bonded or
stayed within the earlier of a period of fifteen (15) days from such entry or filing, or before five
(5) days prior to the date of any proposed sale thereunder; (d) a bankruptcy, reorganization,
insolvency or liquidation case or petition or other case for relief of debtors is commenced or filed
by or against Borrower and, if instituted against Borrower either the case is not dismissed within
thirty (30) days after such institution, or Borrower by any action or answer approves of, consents
to, or acquiesces in any such case or admits the material allegations of, or defaults in answering a
petition filed in such case; or (e) the sale, transfer or other disposition (whether by merger,
consolidation or otherwise) of all or substantially all (whether voluntary, by operation of law or
otherwise) of the (i) membership interests and other securities of Borrower to persons or entities
other than the then current members or any affiliates of the Borrower or (ii) assets of Borrower.
3.2 Lender’s Actions Upon Default; Default Interest Rate. If an Event of Default occurs
and is continuing, then the Lender may declare this Note to be due and payable immediately. For
so long as an Event of Default is continuing, any past due Principal (and/or interest if applicable)
shall bear interest at the rate of fifteen percent (15%) per annum.
4. General Provisions.
4.1 Notices, Unless otherwise provided, any notice to Lender or Borrower hereunder must
be in writing and is deemed given when actually delivered either (a) personally (including by
reputable courier service), or (b) by email or fax, with confirmation of receipt, and with hardcopy
sent concurrently by next-business day courier service or priority mail, to the persons at the
addresses indicated below (or other names and addresses designated by Lender or Borrower from
time to time):
BORROWER
MULTIRACE LLC
c/o Aleck DaGrosa, Chief Executive Officer
1711 NW 79" Avenue
Miami, Florida 33126
Facsimile;
E-mail: adagrosa@mutltirace.comLENDER
R.C. Solutions Corp.
c/o Robert Childers
16110 Alexander Run
Jupiter, Florida 33478
Facsimile: 561-575-2363
Email: Rob@multirace.com
4.2 Successors and Assigns. The rights and obligations of Borrower and Lender under this
Note will bind and benefit their respective successors and permitted assigns. Neither this Note nor
any rights, interests or obligations hereunder may be assigned or otherwise transferred by either
Borrower or Lender, by operation of law or otherwise, in whole or in part, without the other's prior
written consent.
4.3. Amendment and Waiver.
(a) The terms of this Note may be amended with the consent of Borrower and the
Lender and any existing default of Borrower may be waived with the consent of the Lender.
Without the consent of any holder, this Note may be amended to cure any ambiguity, defect or
inconsistency, or to make any change that does not materially adversely affect the rights of the
holder.
(b) — Except as set forth in Section 4.3(a) above, this Note and any provision hereof may
be waived only in writing by the party against which enforcement of such waiver is sought. Delay
or failure by Lender to exercise any right may not be construed as waiver of such or any other
right, nor will a waiver by Lender of a breach or provision constitute a continuing waiver or a
waiver of any other breach or provision. Borrower and all endorsers of this Note hereby waive
diligence, demand, presentment, notice of non-performance, protest, notice of protest, notice of
dishonor and all other notices or demands of any kind relative to this Note other than those
specifically required from Lender by the terms of this Note. Borrower agrees to make all payments
hereunder subject to any setoff, counterclaim, defense or deduction as provided in that certain
Asset Purchase Agreement, dated October 29, 2013, by and among Lender, Robert Childers, and
Borrower. Borrower consents to any extensions of time, waivers or consents granted by Lender.
4.4 Governing Law: Jurisdiction: Waiver, This Note shall be governed by and construed in
accordance with the domestic laws of the State of Florida without giving effect to any choice or
conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that
would cause the application of the laws of any jurisdiction other than the State of Florida. Any and
all actions arising under or in respect of this Note shall be litigated exclusively in any federal or
state court of the competent jurisdiction located in the County of Palm Beach, State of Florida.
Borrower and Lender irrevocably submit to the personal and exclusive jurisdiction of such courts
for itself, and in respect of its property with respect to such action and such courts shall be the sole
and exclusive jurisdiction over such actions. Borrower and Lender agree that venue would be
proper in any of such courts, and hereby waive any objection that any such court is an improper
and inconvenient forum for the resolution of any such action,
XoTHE UNDERSIGNED HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL
PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER IN
TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR
CONNECTED WITH, THIS NOTE.
4.5 Usury. Nothing herein contained, nor any transaction related hereto, shall be construed
or so operate as to require Borrower to pay interest at a greater rate than is now lawful in such case
to contract for, or to make any payment, or to do any act contrary to law. Should any interest or
other charges paid by Borrower, or parties liable for the payment of this Note, in connection with
the loan evidenced by this Note, or any document delivered in connection with said loan, result in
the computation or earning of interest in excess of the maximum legal rate of interest which is
legally permitted by law, then any and all such excess shall be and the same is hereby waived by
the Lender hereof, and any and all such excess shall be automatically credited against and in
reduction of the balance due under this Note, and the portion of said excess which exceeds the
balance due under this Note shall be paid by the Lender to Borrower.
4.6 Interpretation. All headings used herein are used for convenience only and shall not be
used to construe or interpret this Note. All references in this Note to sections and exhibits shall,
unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which
exhibits are incorporated herein by this reference. If any provision or portion of this Note is
determined to be invalid or unenforceable, this Note will automatically be amended to substitute,
for the invalid or unenforceable provisions, new enforceable provisions which most closely
approximate the intent and economic effect of the invalid provisions, and the remaining provisions
will, as so amended, continue in full force and effect. No representation, warranty or disclosure
given by Borrower in connection with this Note or this transaction will be affected by any
investigation or lack of investigation by Lender. This Note shall not be interpreted for or against
Lender or Borrower on the basis of which party’s counsel prepared such documents.
4.7 Attorneys’ Fees. If Lender shall employ legal counsel to protect its rights hereunder or
to enforce any term or provision hereof or in connection herewith after the Note Effective Date,
such reasonable attorneys’ fees and other legal expenses shall be payable by Borrower to Lender
upon demand,
4.8 Documentary Stamp Tax. Borrower shall be solely responsible for documentary stamp
taxes, if any, payable with respect to this Note.
[Signature Page Follows]
fioIN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name, by its duly
authorized representative, as of the Note Effective Date.
BORROWER
MULTIRACE LLC, a Delaware limited liability
company
2
; Aleck DaGrosa, Chief Executive OfficerEXHIBIT A-2AMENDED AND RESTATED SECURITY AGREEMENT
This AMENDED AND RESTATED SECURITY AGREEMENT (this “Amended
Security Agreement”) is made and entered into effective as of this 2nd day of May, 2014, by and
between MultiRace, LLC, a Delaware limited liability company (the “Borrower”), and R.C.
Solutions Corp., a Florida corporation (the “Secured Party”).
BACKGROUND
A. On November 18, 2013, the Borrower executed a purchase money Promissory
Note in the original principal amount of $1,375,000 in favor of the Secured Party (the “Note”),
as part of the Transaction Consideration delivered to the Secured Party in accordance with an
Asset Purchase Agreement, dated October 29, 2013, by and among Secured Party, Borrower, and
Robert Childers (the “APA”).
B. In connection therewith, the Borrower and Secured Party executed that certain
Security Agreement, made and entered into on November 18, 2013 (the “Original Security
Agreement”);
Cc. Secured Party is the owner of 146.25 Class A Units of Borrower (as such term is
defined in the Limited Liability Company Agreement of the Company, dated effective as of
November 18, 2013 (the “LLC Agreement”)), representing, among other things, a 14.625%
Percentage Interest in the Company (as such term is defined in the LLC Agreement).
D. Secured Party desires to sell to Borrower and Borrower desires to purchase from
Secured Party all of Secured Party’s Class A Units which constitute Secured Party’s entire
interest in Borrower on the terms and conditions set forth in that certain Redemption Agreement,
of even date herewith, by and between Secured Party and Borrower (the “Redemption
Agreement”).
E. As part of the consideration delivered to the Secured Party in accordance with the
Redemption Agreement, Borrower has executed a purchase money Promissory Note, of even
date herewith, in the principal amount of $250,000 in favor of the Secured Party (the
“Redemption Note”).
F, The Secured Party is willing to make the additional loan evidenced by the
Redemption Note only on the condition that the Borrower executes and delivers this Amended
Security Agreement to the Secured Party in order to amend and restate the Original Security
Agreement in its entirely to reflect the obligations under the Redemption Note.
G. Capitalized terms contained in Section 1 of this Agreement and used hereinafter
shall have the meanings ascribed to them in the revised Article 9 of the Uniform Commercial
Code as enacted in the State of Florida and in effect on the date hereof (the “Uniform
Commercial Code”), unless the context requires otherwise. Other capitalized terms which are
used herein without definition shall have the meanings ascribed to them in the Note.
NOW, THEREFORE, intending to be legally bound, the Borrower and the Secured Party
hereby agree as follows:
{28443634:1}Section 1. Creation of Security Interest. The Borrower hereby grants to the Secured
Party a continuing lien and security interest in and to the property hereinafter described, whether
now owned or hereafter acquired or arising and wherever located (the “Collateral”):
All tangible and intangible personal property of the Borrower, including but not limited
to:
(a) all Accounts;
(b) Chattel Paper, including without limitation, Tangible Chattel Paper and
Electronic Chattel Paper;
(c) Deposit Accounts;
(d) Documents;
(e) General Intangibles, including without limitation, Payment Intangibles and
Software;
(ff) Goods, including without limitation, Equipment, Inventory, Fixtures and
Accessions;
(g) Instruments, including Promissory Notes;
(h) Investment Property;
ji) Letter-of-credit rights;
Gi) motor vehicles;
(k) Supporting Obligations;
(0) all books and records evidencing or relating to the foregoing, including,
without limitation, billing records of every kind and description, customer lists, data storage and
processing media, Software and related material, including computer programs, computer tapes,
cards, disks and printouts, and including any of the foregoing which are in the possession of any
affiliate or any computer service bureau; and
(m) _ Proceeds of the above Collateral.
The Borrower hereby represents and warrants that the Borrower does not have any
Commercial Tort Claim. If the Borrower shall at any time, after the date of this Security acquire
a Commercial Tort Claim, the Borrower shall promptly notify the Secured Party in a writing
signed by the Borrower of the brief details thereof and grant to the Secured Party in such writing
a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with
such writing to be in form and substance reasonably satisfactory to the Secured Party.
{28443634:1}Section 2. Secured Obligations. The security interest created herein is given as
security for the prompt payment, performance, satisfaction and discharge of the following
obligations (the “Obligations”) of the Borrower:
(a) To pay the principal, interest, commitment fees and any other liabilities of
the Borrower to the Secured Party under the Note, this Agreement, the APA, and the other
documents executed in connection therewith (collectively, the “Loan Documents”) in
accordance with the terms thereof;
(b) To pay the principal, interest, and any other liabilities of the Borrower to
the Security Party under the Redemption Note, the Redemption Agreement, and other documents
executed in connection therewith (collectively, the “Redemption Documents”) in accordance
with the terms thereof; and
(c) To reimburse the Secured Party, on demand, for all of the Secured Party’s
expenses and costs, including the reasonable fees and expenses of its counsel, in connection with
the enforcement of the Note, the other Loan Documents, the Redemption Note and the other
Redemption Documents.
Section 3. Representations and Warranties. The Borrower, as of the date hereof and
at the time of each advance or extension of credit under the Note, represents and warrants as
follows:
3.01 Good Title to Collateral. Subject to the terms of the APA and the
Redemption Agreement and the representations and warranties provided by the Secured Party
therein, the Borrower has good and marketable title to the Collateral free and clear of all liens
and encumbrances other than the security interest granted to the Secured Party hereunder and
such defects in title as would not, individually or in the aggregate, reasonably be expected to
have a Material Adverse Effect (as defined in the APA).
3.02 Organization. The Borrower is a limited liability company organized
under the laws of Delaware. The Borrower’s exact legal name is as set forth in the first
paragraph of this Amended Security Agreement. The chief executive office of the Borrower is at
the address set forth in Exhibit A or at the location hereafter disclosed to the Secured Party in
accordance with Section 5.11.
3.03 Filings of Record. Borrower has not executed, filed, nor authorized the
filing of any financing statement covering any of the Collateral is on file in any public office,
other than the financing statements filed pursuant to this Amended Security Agreement.
Section 4. Collection, Disposition and Use of Collateral.
4.01 Accounts. If a Default (as hereinafter defined) shall have occurred and is
continuing, the Secured Party shall have the right at any time thereafter, acting if it so chooses in
the Borrower’s name, to collect Accounts itself, to sell, assign, compromise, discharge or extend
the time for payment of any Account, and to do all acts and things necessary or incidental thereto
and the Borrower hereby ratifies all such acts. If a Default shall have occurred and is continuing,
at the Secured Party’s request, the Borrower will notify Account Debtors and any guarantor
{28443634:1}thereof that the Accounts payable by such Account Debtors have been assigned to the Secured
Party and shall indicate on all billings to Account Debtors that payments thereon are to be made
to the Secured Party.
4.02 Inventory. So long as no Default hereunder shall have occurred and is
continuing, the Borrower shall be permitted to process and sell its Inventory in the ordinary
course of the Borrower’s business.
4.03 Equipment. So long as no Default hereunder shall have occurred and is
continuing, the Borrower shall be permitted to use its Equipment in the ordinary course of its
business. No sale, lease or other disposition of any item of Equipment valued at more than
$5,000 shall be permitted, except in accordance with such terms and conditions as the Secured
Party shall, in its reasonable discretion, have expressly approved in writing and except for the
sale or other disposition of obsolete Equipment which is no longer used or useful in the
Borrower’s business.
Section 5. Covenants and Agreements of the Borrower.
5.01 Maintenance and Inspection of Books and Records. The Borrower shall
maintain complete and accurate books and records and shall make all necessary entries therein to
reflect the costs, values and locations of its Inventory and Equipment and the transactions and
documents giving rise to its Accounts and all payments, credits and adjustments thereto. The
Borrower shall keep all such books and records at the Borrower’s principal office and shall
permit the Secured Party and its authorized agents to have full, complete and unrestricted access
thereto upon reasonable notice and at reasonable times and to inspect, audit and make copies, at
the Secured Party’s cost, of all books and records, data storage and processing media, software,
printouts, journals, orders, receipts, invoices, correspondence and other documents and written or
printed matter related to any of the Collateral, The Secured Party’s rights hereunder shall be
enforceable at law or in equity, and the Borrower consents to the entry of judicial orders or
injunctions enforcing specific performance of such obligations hereunder.
5.02 Insurance of Collateral. The Borrower shall keep its Inventory and
Equipment insured against such perils, in such amounts and with such insurance companies as
customarily obtained by similar parties within the Company’s industry. All insurance policies
shall name the Secured Party as lender loss payee and shall provide for not less than thirty (30)
days’ advance notice in writing to the Secured Party of any cancellation thereof. So long as a
Default has occurred and is continuing, the Secured Party shall have the right (but shall be under
no obligation) to pay any of the premiums on such insurance. Any premiums paid by the
Secured Party shall, if the Secured Party so elects, be considered an advance at the highest rate of
interest provided in the Loan Documents or the Redemption Documents, and all such accrued
interest shall be payable on demand. Any credit insurance covering Accounts shall name the
Secured Party as loss payee. So long as a Default has occurred and is continuing, the Borrower
expressly authorizes its insurance carriers to pay proceeds of all insurance policies covering any
or all of the Collateral directly to the Secured Party.
5.03 Existence. The Borrower shall preserve its existence and not merge into
or consolidate with any other entity, or sell all or substantially all of its assets except upon thirty
{28443634:1}(30) days’ prior written notice to Secured Party. The Borrower shall not change the state of its
organization, its name, place of business or chief executive office except upon thirty (30) days’
prior written notice to Secured Party.
5.04 Perfection of Secured Party’s Interests.
(a) The Borrower agrees to cooperate and join, at its expense, with the
Secured Party in taking such steps as are reasonably necessary, in the Secured Party’s judgment,
to perfect or continue the perfected status of the security interests granted hereunder, including,
without limitation, the execution and delivery of any financing statements, amendments thereto
and continuation statements, the obtaining of landlords’ and mortgagees’ waivers required by the
Secured Party, the notation of encumbrances in favor of the Secured Party on certificates of title,
and the execution and filing of any collateral assignments and any other instruments requested by
the Secured Party to perfect its security interest in any and all of the Borrower’s General
Intangibles.
(b) The Secured Party may at any time and from time to time, file financing
statements, continuation statements and amendments thereto that describe the Collateral in
particular or as all assets of the Borrower or words of similar effect and which contain any other
information required by the Uniform Commercial Code for the sufficiency or filing office
acceptance of any financing statement, continuation statement or amendment, including whether
the Borrower is an organization, the type of organization and any organization identification
number issued to the Borrower. The Borrower agrees to furnish any such information to the
Secured Party promptly upon request. Any such financing statements, continuation statements or
amendments may be signed by the Secured Party on behalf of the Borrower, and may be filed at
any time in any jurisdiction whether or not Revised Article 9 of the Uniform Commercial Code
is then in effect in that jurisdiction.
(c) The Borrower shall, at any time and from time to time, take such steps as
the Secured Party may require for the Secured Party, (i) to obtain an acknowledgment, in form
and substance reasonably satisfactory to the Secured Party, of any third party having possession
of any of the Collateral that the third party holds such Collateral for the benefit of the Secured
Party, (ii) to obtain “control” (as described in the Uniform Commercial Code) of any Investment
Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper, with any
agreements, establishing control to be in form and substance reasonably satisfactory to the
Secured Party, and (iii) otherwise to insure the continued perfection and priority of the Secured
Party’s security interest in any of the Collateral and of the preservation of its rights therein.
5.05 Maintenance of Goods, Inventory and Equipment. The Borrower shall
care for and preserve the Goods, Inventory and Equipment in good condition and repair (normal
wear and tear excepted), and will pay the cost of all reasonably necessary replacement parts,
repairs to and maintenance of the Goods and Equipment. The Borrower will keep complete and
accurate maintenance records with respect to its Equipment.
5.06 Notification of Adverse Change in Collateral. The Borrower agrees
promptly to notify the Secured Party if any event occurs or is discovered which would cause any
material diminution in the value of any significant item or type of Collateral.
{28443634:1}5.07 Reimbursement and Indemnification. The Borrower agrees to reimburse
the Secured Party promptly for reasonable out-of-pocket expenses actually incurred in
connection with the Secured Party’s exercise of its rights under this Amended Security
Agreement. The Borrower agrees to indemnify the Secured Party and hold it harmless against
any costs, expenses, losses, damages and liabilities (including reasonable attomey’s fees and
court costs) incurred in connection with this Amended Security Agreement, other than as a direct
result of the Secured Party’s gross negligence or willful misconduct.
Section 6. Power of Attorney. Upon and during the continuance of a Default (except
for the actions described in clause (a) below which may be taken without regard to whether a
Default has occurred), the Borrower hereby appoints the Secured Party as its lawful attorney-in-
fact to do, at the Secured Party’s option, and at the Borrower’s expense and liability, all acts and
things which the Secured Party may deem necessary or desirable to effectuate its rights under
this Amended Security Agreement, including without limitation, (a) file financing statements and
otherwise perfect any security interest granted hereby, (b) correspond and negotiate directly with
insurance carriers, (c) receive, open and dispose of in any reasonable manner all mail addressed
to the Borrower concerning the Collateral and notify Postal Service authorities to change the
address for mail addressed to the Borrower to an address designated by the Secured Party, (d)
communicate with Account Debtors and other third parties for the purpose of protecting or
preserving the Collateral, and (e) in the Borrower’s or the Secured Party’s name, to demand,
collect, receive, and receipt for, compound, compromise, settle and give acquittance for, and
prosecute and discontinue or dismiss, with or without prejudice, any suit or proceeding
respecting any of the Collateral.
Section 7. Default. The occurrence of any one or more of the following shall be a
default (“Default”) hereunder:
7.01 Default Under Loan Documents. The occurrence of an Event of Default
under the Note or any of the other Loan Documents or under the Redemption Note or any of the
Redemption Documents.
7.02 Failure to Observe Covenants. The failure of the Borrower to keep,
observe or perform any provisions of this Amended Security Agreement, which failure is not
cured and remedied within ten (10) days after written notice thereof is given to the Borrower.
7.03 Representations, Warranties. If any representation or warranty in this
Amended Security Agreement shall, at any time, be materially false or incorrect.
Section 8. Secured Party’s Rights Upon Default. If a Default has occurred and is
continuing, the Secured Party may immediately and without notice pursue any remedy available
at law or in equity to collect, enforce or satisfy any Obligations, including, any or all of the
following, which rights and remedies are cumulative, may be exercised from time to time, and
are in addition to any rights and remedies available to the Secured Party under the Note or any of
the other Loan Documents or the Redemption Note or any of the Redemption Documents:
8.01 Uniform Commercial Code Rights. Exercise any and all of the rights and
remedies of a secured party under the Uniform Commercial Code, including the right to require
{28443634:1}the Borrower to assemble the Collateral and make it available to the Secured Party at a place
reasonably convenient to the parties.
8.02 Operation of Collateral. Operate, utilize, or repair as reasonably necessary
any of the Collateral which is Equipment, for the purpose of preserving the value thereof or the
value of any other Collateral.
8.03 Collection Rights. Enforce the obligations of an Account Debtor or other
person obligated on Collateral and exercise the rights of the Borrower with respect to the
obligation of the Account Debtor or other person obligated on Collateral to make payment or
otherwise render performance to the Borrower. Notify the Account Debtors or other person
obligated on Collateral that payments are to be made directly to the Secured Party, or to such
post office box as the Secured Party may direct. The Borrower shall not compromise, discharge,
extend the time for payment or otherwise grant any indulgence or allowance with respect to any
Account without the prior written consent of the Secured Party.
8.04 Sale of Collateral. Upon ten (10) calendar days’ prior written notice to the
Borrower, which the Borrower hereby acknowledges to be sufficient, commercially reasonable
and proper, sell, lease or otherwise dispose of any or all of the Collateral at any time and from
time to time at public or private sale, with or without advertisement thereof and apply the
proceeds of any such sale first to the Secured Party’s expenses in preparing the Collateral for sale
(including reasonable attomeys’ fees), and second to the complete satisfaction of the Obligations.
Any surplus following satisfaction of the Obligations shall be paid over to the Borrower. The
Borrower waives the benefit of any marshalling doctrine with respect to the Secured Party’s
exercise of its rights hereunder. After the occurrence and during the continuation of a Default,
the Borrower grants a royalty-free license to the Secured Party for all patents, service marks,
trademarks, tradenames, copyrights, computer programs and other intellectual property and
proprietary rights, including the Owned Intellectual Property sold to the Borrower under the
APA, sufficient to permit Secured Party to exercise all rights granted to Secured Party under this
Section.
8.05 Set-Off. The Secured Party shall have the right, in addition to all other
rights and remedies available to it, without notice to the Borrower, to apply toward and set-off
against and apply to the then unpaid balance of the Obligations any items or funds held by the
Secured Party, any and all deposits (whether general or special, time or demand, matured or
unmatured, fixed or contingent, liquidated or unliquidated) now or hereafter maintained by the
Borrower for its own account with the Secured Party, and any other indebtedness at any time
held or owing by the Secured Party to or for the credit or the account of the Borrower. For such
purpose the Secured Party shall have, and the Borrower hereby grants to the Secured Party, a
first lien on all such deposits. The Secured Party is hereby authorized to charge any such
account or indebtedness for any amounts due to the Secured Party. Such right of set-off shall
exist whether or not the Secured Party shall have made any demand under this Amended
Security Agreement, or any other Loan Document or Redemption Document and whether or not
the other Obligations are matured or unmatured. The Borrower hereby confirms the Secured
Party’s lien on such accounts and right of set-off, and nothing in this Amended Security
Agreement shall be deemed any waiver or prohibition of such lien and right of set-off.
{28443634:1}8.06 Voting Rights. So long as a Default shall have occurred and is continuing,
the Secured Party shall have, with respect to any Collateral consisting of uncertificated equity
interests in other entities, the right to have such equity interests registered in the name of the
Secured Party and to exercise all voting and management rights pertaining thereto as if it were
the absolute owner thereof, provided, however, that Secured Party shall not cast any vote, give
any consent, or take or fail to take any action that would materially adversely impair the position
or interests of the Borrower.
Section 9. Notices. Every notice and communication under this Amended Security
Agreement shall be in writing and shall be given by either (i) hand-delivery, (ii) first class mail
(postage prepaid), (iii) reliable overnight commercial courier (charges prepaid), or (iv) telecopy
or other means of electronic transmission, if confirmed promptly by any of the methods specified
in clauses (i), (ii) and (iii) of this sentence, to the following addresses:
Tf to the Borrower, to:
MultiRace LLC
1221 Brickell Avenue, Suite 2660
Miami, Florida, 33131
Attn: Joseph E. DaGrosa, Jr.
Phone: (786) 425-2748
Email: jdagrosa@1848capital.com
With a copy (which shall not constitute notice) to:
Akerman Senterfitt
One Southeast Third Avenue, 25th Floor
Miami, Florida 33131
Attn: Andrea F. Fisher-Evans, Esq.
Phone: (305) 374-5600
Email: Andrea.Fisher@akerman.com
Tf to the Secured Party:
RC. Solutions Corp.
16110 Alexander Run
Jupiter, FL 33478
Attn: Robert Childers
Phone: (954) 501-7200
Email: Rob@multirace.com
With a copy (which shall not constitute notice) to:
Comiter, Singer, Baseman & Braun, LLP
3801 PGA Blvd
Suite 604
Palm Beach Gardens, Florida 33410
Attn: Alan H. Baseman, Esq.
{28443634:1}Phone: (561) 626-2101
Email: abaseman@comitersinger.com
Notice given by telecopy or other means of electronic transmission shall be deemed to
have been given and received when sent if sent prior to 6 p.m. and on the next business day if
sent later. Notice by overnight courier shall be deemed to have been given and received on the
date scheduled for delivery if delivered prior to 6 p.m. and on the next business day if delivered
later. Notice by mail shall be deemed to have been given and received three (3) calendar days
after the date first deposited in the United States Mail. Notice by hand delivery shall be deemed
to have been given and received upon delivery.
A party may change its address by giving written notice to the other party as specified
herein.
Section 10. Miscellaneous.
10.01 No Waiver. No delay or omission by the Secured Party in exercising any
right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy, and
no single or partial exercise thereof shall preclude any further exercise thereof or the exercise of
any other right or remedy.
10.02 Preservation of Rights. The Secured Party shall have no obligation or
responsibility to take any steps to enforce or preserve rights against any parties to any Account
and such obligation and responsibility shall be those of the Borrower exclusively.
10.03 Successors. The provisions of this Amended Security Agreement shall
inure to the benefit of and be binding upon the Secured Party and the Borrower and their
respective successors and assigns, provided that the Borrower’s obligations hereunder may not
be assigned without the written consent of the Secured Party.
10.04 Amendments. No modification, rescission, waiver, release or amendment
of any provisions of this Amended Security Agreement shall be effective unless set forth in a
written agreement signed by the Borrower and an authorized officer of the Secured Party.
10.05 Governing Law. This Amended Security Agreement shall be construed
under the internal laws of the State of Florida without reference to conflict of laws principles.
10.06 Severability. If any provision of this Amended Security Agreement shall
be held invalid or unenforceable under applicable law in any jurisdiction, such invalidity or
unenforceability shall not affect the validity or enforceability of such provision in any other
jurisdiction or the validity or enforceability of any other provision of this Amended Security
Agreement that can be given effect without such invalid or unenforceable provision.
10.07 Judicial Proceedings. Each party to this Amended Security Agreement
agrees that any suit, action or proceeding, whether claim or counterclaim, brought or instituted
by any party hereto or any successor or assign of any party, on or with respect to this Amended
Security Agreement or the dealings of the parties with respect hereto, shall be tried only by a
court and not by a jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND
{28443634:1}INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT,
ACTION OR PROCEEDING. Further, each party waives any right it may have to claim or
recover, in any such suit, action or proceeding, any special, exemplary, punitive or consequential
damages or any damages other than, or in addition to, actual damages. THE BORROWER
ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND
MATERIAL ASPECT OF THIS AMENDED SECURITY AGREEMENT AND THAT THE
SECURED PARTY WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE
WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS AMENDED
SECURITY AGREEMENT. Any and all actions arising under or in respect of this Note shall be
litigated exclusively in any federal or state court of the competent jurisdiction located in the
County of Palm Beach, State of Florida. Borrower and Secured Party irrevocably submit to the
personal and exclusive jurisdiction of such courts for itself, and in respect of its property with
respect to such action and such courts shall be the sole and exclusive jurisdiction over such
actions. Borrower and Secured Party agree that venue would be proper in any of such courts,
and hereby waive any objection that any such court is an improper and inconvenient forum for
the resolution of any such action.
10.08 Acknowledgment THIS AMENDED SECURITY AGREEMENT
CONTAINS A POWER OF ATTORNEY COUPLED WITH AN INTEREST AND IS FOR
THE SOLE BENEFIT OF THE SECURED PARTY. THIS AMENDED SECURITY
AGREEMENT IS BEING EXECUTED IN CONNECTION WITH A LOAN OR OTHER
FINANCIAL TRANSACTION FOR BUSINESS PURPOSES AND NOT PRIMARILY FOR
PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. THE SECURED PARTY, AS
AGENT FOR THE BORROWER, UNDER THE POWER OF ATTORNEY, IS NOT A
FIDUCIARY FOR THE BORROWER, IN EXERCISING ANY OF ITS RIGHTS OR
POWERS PURSUANT TO THE POWER OF ATTORNEY, MAY DO SO FOR THE SOLE
BENEFIT OF THE SECURED PARTY AND NOT FOR THE BORROWER.
10.09 Counterparts. This Agreement may be executed in any number of counterparts
and by different parties hereto on separate counterparts, each of which when so executed and delivered
shall be an original, but all of which shall together constitute one and the same instrument. A signed copy
of this Agreement delivered by facsimile or portable document format (.pdf) is deemed to have the sale
legal effect as delivery of an original signed copy of this Agreement.
[Signature Page Follows]
{28443634:1}IN WITNESS WHEREOF, the parties hereto have caused this Amended Security
Agreement to be executed and delivered by their authorized officers the day and year first above
written.
MULTIRACE, LLC
By:
ph E. DaGrosa,
R.C. SOLUTIONS CORP.
By:
Robert Childers, President
[Signature Page to Amended and Restated Security Agreement]IN WITNESS WHEREOF, the parties hereto have caused this Amended Security
Agreement to be executed and delivered by their authorized officers the day and year first above
written.
MULTIRACE, LLC
By:
Joseph E. DaGrosa, Jr., Manager
R.C. SOLUTIONS CORP.
on Leber Ch Dua
Robert Childers, President
[Signature Page to Amended and Restated Security Agreement]EXHIBIT A
Location of books and records:
1221 Brickell Avenue, Suite 2660
Miami, Florida 33131
4081 SW 47th Avenue, Suite 6 & 7
Davie, Florida 33314
Location of chief executive office:
1221 Brickell Avenue, Suite 2660
Miami, Florida 33131
4081 SW 47th Avenue, Suite 6 & 7
Davie, Florida 33314
Location of Inventory and Equipment
16110 Alexander Run
Jupiter, Florida 33478
1221 Brickell Avenue, Suite 2660
Miami, Florida 33131
4081 SW 47th Avenue, Suite 6 & 7
Davie, Florida 33314
{28443634:1}EXHIBIT A-3Filing # 114078072 E-Filed 09/28/2020 09:01:11 PM
IN THE CIRCUIT COURT FOR THE
ELEVENTH JUDICIAL CIRCUIT IN
AND FOR MIAMI-DADE COUNTY,
FLORIDA
MULTIRACE LLC, a Delaware Limited
Liability Com
Preview
Filing # 117069937 E-Filed 11/20/2020 04:44:21 PM IN THE CIRCUIT COURT OF THE FIFTEENTH JUDICIAL CIRCUIT, IN AND FOR PALM BEACH COUNTY, FLORIDA R.C. SOLUTIONS CORP., No. 50 2020 CA 009872 XXXXMB AO. Plaintiff, Vv. MULTIRACE, LLC; ALECK DAGROSA; ANDRE QUIRINO; and USA EVENT PRODUCTION, LLC, Defendants. / NOTICE OF TAKING DEPOSITION OF MULTIRACE, LLC (Via Zoom Videoconferencing) PLEASE TAKE NOTICE that, pursuant to Florida Rule of Civil Procedure 1.310(b)(6), counsel for R.C. Solutions Corp. will take the deposition of the following person at the indicated date, time and place: Witness: Multirace, LLC Designated Representative Pursuant to Rule 1.310(b)(6)* Date: December 15, 2020 Time: 9:30 a.m. (EST) Zoom: Zoom link to be provided by email upon oral examination before a court reporter, or any other Notary Public or officer authorized by law to take depositions. The oral examination will continue from day to day until completed. This deposition is being taken for the purpose of discovery, for use at trial, or for such other purposes as are permitted by law. *The topics for the witness(es) are set forth in Exhibit A. *** FILED: PALM BEACH COUNTY, FL SHARON R BOCK, CLERK. 11/20/2020 04:44:21 PM ***DEFINITIONS AND INSTRUCTIONS 1. “R.C.” shall refer to R.C. Solutions Corp., a Florida corporation. 2. “MR?” shall refer to Multirace, LLC, a Delaware limited liability company. 3. “USA Event” shall refer to USA Event Production, LLC, a Florida limited liability company. 4. “RET” shall refer to Race Event Technology, LLC, a Delaware limited liability company. 5. The “equipment” shall refer to any tangible property owned or possessed by MR. 6. “Collateral” shall mean the tangible and intangible property in which R.C. was granted a continuing lien and security interest in section 1 of the security agreement. 7. An “asset” means tangible or intangible property with economic value. 8. A “liability” means a debt owed to another person or entity. 9. “Waste” means use of any property where its condition or value is diminishing by failing to take reasonable steps to preserve its condition or value.EXHIBIT A TOPICS FOR DEPOSITION 1. MR’s current assets, liabilities, accounts receivable, sources of income, and current debts and other payment obligations, including the values and/or amount(s) of each. 2. The Amended and Restated Secured Promissory Note attached hereto as Exhibit A- 3. The Amended and Restated Security Agreement attached hereto as Exhibit A-2, including all terms of that agreement, MR’s obligations under that agreement, and R.C.’s rights under that agreement. 4. MR’s liability for and payment of interest on the Amended and Restated Secured Promissory Note in 2020. 5. MR’s tangible assets and the location of those assets. 6. MR’s disposition or transfer of any of its tangible or intangible assets on or after January 1, 2020. 7. MR’s payroll records since January 1, 2020, including the identities of each individual receiving a salary from MR and the amount of that salary. 8. The profit and loss statements for MR for 2018, 2019, and year to date for 2020. 9. The balance sheets for MR for 2018, 2019, and year to date for 2020. 10. Any distributions or dividends paid by MR since January 1, 2020. 11. MR’s bank accounts from January 1, 2020, to the present, including the bank name(s), account numbers, and current balances. 12. MR’s customer list, including all measures it has taken to keep the customer list secret and the identities of any third parties who have been granted access to the customer list.13. The registrar(s) and password information for the www.multirace.com and www.multiraceflorida.com domains, and any other domain names owned and controlled by MR. 14. All customer inquiries received since March 15, 2020, including the frequency in which MR is responding to customer inquiries. 15. | Whether any of MR’s assets or good will have suffered waste. 16. The relationship between RET and MR, including the sharing of information between RET and MR and the license agreement between them. 17. The current management and business operations for MR. 18. The current owners of MR. 19. Identification of any refunds given to race registrants in 2020 and the specific amounts. 20. Identification and/or location of MR’s tangible and intangible property, as provided in section | of the Amended and Restated Security Agreement (Exhibit A-2), including: a) all Accounts; (b) Chattel Paper, including without limitation, Tangible Chattel Paper and Electronic Chattel Paper; (c) Deposit Accounts; (d) Documents; (e) General Intangibles, including without limitation, Payment Intangibles and Software; (f) Goods, including without limitation, Equipment, Inventory, Fixtures and Accessions; (g) Instruments, including Promissory Notes;(h) Investment Property; (i) Letter-of-credit rights; (i) Motor vehicles; (k) Supporting Obligations; 0b) All books and records evidencing or relating to the foregoing, including, without limitation, billing records of every kind and description, customer lists, data storage and processing media, Software and related material, including computer programs, computer tapes, cards, disks and printouts, including any of the foregoing which are in the possession of any affiliate or any computer service bureau; and (m) _ Proceeds of the above Collateral. 21. Identification of MR’s tangible and intangible property as of January 1, 2020, including: a) All Accounts; (b) Chattel Paper, including without limitation, Tangible Chattel Paper and Electronic Chattel Paper; (c) Deposit Accounts; (d) Documents; (e) General Intangibles, including without limitation, Payment Intangibles and Software; (f) Goods, including without limitation, Equipment, Inventory, Fixtures and Accessions; (g) Instruments, including Promissory Notes;(h) @ G@) (k) @ Investment Property; Letter-of-credit rights; Motor vehicles; Supporting Obligations; All books and records evidencing or relating to the foregoing, including, without limitation, billing records of every kind and description, customer lists, data storage and processing media, Software and related material, including computer programs, computer tapes, cards, disks and printouts, including any of the foregoing which are in the possession of any affiliate or any computer service bureau; and (m) 22. Documents produced by MR or Joseph DaGrosa in this case or any litigation in Proceeds of the above Collateral. which either is a party against R.C., Robert Childers or Race Event Technologies, Inc. 23. The allegations in Plaintiff's Verified Complaint in MultiRace, LLC v. Race Event Technology LLC and Robert Lee Childers et al. in the Eleventh Judicial Circuit (Case No. 2020 CA 020797), which is attached as Exhibit A-3. 24. Defendants’ written responses and documents produced in response to the following discovery requests served by Plaintiff : (a) Plaintiff R.C. Solutions Corp.’s First Request for Production to Defendants served on November 2, 2020; (b) Plaintiff R.C. Solutions Corp.’s First Set of Interrogatories to MultiRace, LLC served on November 2, 2020; and(c) Plaintiff R.C. Solutions Corp.’s First Request for Admissions to MultiRace, LLC served on November 2, 2020. CERTIFICATE OF SERVICE I HEREBY CERTIFY that a true and correct copy of the foregoing document was served November 20, 2020 via the Court’s e-filing portal to the following: Luis Salazar luis@salazar law Jose Ceide ceide@salazar.law eservice@salazar.law 2121 SW 3" Avenue, Ste. 100 Miami, FL 33129 Counsel for MultiRace, LLC, Aleck Dagrosa, USA Event Production, LLC s/Adam T. Rabin, Esq. Adam T. Rabin Fla. Bar No. 985635 arabin@mccaberabin.com Robert C. Glass Fla. Bar No. 052133 tglass@mccaberabin.com McCabe RaBIN, P.A. 1601 Forum Place, Suite 201 West Palm Beach, FL 33401 Telephone: 561.659.7878 Counsel for R.C. Solutions Corp.EXHIBIT A-1Execution Version AMENDED AND RESTATED SECURED PROMISSORY NOTE $1,128,618.42 Note Effective Date: December 31, 2019 1 Principal, Amendment and Restatement: Interest and Payments. 1.1 Obligation to Pay. For value received, the undersigned, MULTIRACE LLC, a Delaware limited liability company (“Borrower”), hereby promises to pay to R.C. SOLUTIONS CORP., a Florida corporation (“Lender”), the principal amount of $1,128,618.42 (“Principal”), plus interest in accordance with Section 1.2 below. The unpaid Principal and any accrued but unpaid interest shall become due and payable on December 31, 2020 (the “Maturity Date”). The Principal represents the outstanding balance of principal and accrued interest as of the Note Effective Date of that certain Secured Promissory Note made by Borrower in favor of Lender on the Note Effective Date of November 18, 2013, in the original principal amount of $1,375,000 (the “Original Note”). This Amended and Restated Secured Promissory Note supersedes and restates the Original Note in its entirety and shall be deemed to be a replacement note and not evidence of new indebtedness. 1.2 Interest Rate; Payments. Interest shall accrue on the Principal commencing on the Note Effective Date at a simple annual rate equal to Eight (8%) Percent. Accrued interest shall be payable quarterly, commencing on the last day of the third month following the Note Effective Date and continuing on the same day of each third month thereafter unti! the Maturity Date, when the Principal plus any accrued but unpaid interest under this Note, shall be due and payable by the Borrower in lawful money of the United States of America and in immediately available funds. Subject to the provisions herein, Borrower may prepay from time to time the outstanding Principal amount of this Note prior to the Maturity Date, in whole or in part, without premium or penalty. 1.3 Late Payment. In addition to the above described payments of Principal and interest due hereunder, if any such quarterly payment is not paid within ten (10) days after its due date, a delinquency charge, equal to Five (5%) Percent of the amount of the payment not timely made (“Late Fee”) shall also be due and payable. 1.4 Application of Payments. Payments received will be applied first to fully pay costs and expenses incurred by Lender in collecting this Note or in sustaining and/or enforcing any security granted to secure this Note, then to fully pay any outstanding Late Fees, then to fully pay accrued interest and the remainder will be applied to Principal. 2. Security. This Note is secured by that certain Amended and Restated Security Agreement, dated May 2, 2014, between Borrower and Lender. oo3. Default, 3.1 Events of Default. The occurrence of any of the following constitutes an “Event of Default” hereunder: (a) Borrower fails to make any payments due hereunder within ten (10) days after the due date thereof; (b) Borrower voluntarily dissolves, liquidates or terminates operations; applies for or consents to the appointment of, or the taking of possession by, a receiver, custodian, trustee or liquidator of Borrower of all or of a substantially all of Borrower’s assets; (c) a trustee, liquidator, assignee, custodian or receiver (or similar official) being appointed for Borrower or for a substantial part of its property or business without its consent and is not discharged within thirty (30) days after such appointment, or any writ or warrant of attachment, or similar process is entered or filed against Borrower or any of its properties or other assets and is not vacated, bonded or stayed within the earlier of a period of fifteen (15) days from such entry or filing, or before five (5) days prior to the date of any proposed sale thereunder; (d) a bankruptcy, reorganization, insolvency or liquidation case or petition or other case for relief of debtors is commenced or filed by or against Borrower and, if instituted against Borrower either the case is not dismissed within thirty (30) days after such institution, or Borrower by any action or answer approves of, consents to, or acquiesces in any such case or admits the material allegations of, or defaults in answering a petition filed in such case; or (e) the sale, transfer or other disposition (whether by merger, consolidation or otherwise) of all or substantially all (whether voluntary, by operation of law or otherwise) of the (i) membership interests and other securities of Borrower to persons or entities other than the then current members or any affiliates of the Borrower or (ii) assets of Borrower. 3.2 Lender’s Actions Upon Default; Default Interest Rate. If an Event of Default occurs and is continuing, then the Lender may declare this Note to be due and payable immediately. For so long as an Event of Default is continuing, any past due Principal (and/or interest if applicable) shall bear interest at the rate of fifteen percent (15%) per annum. 4. General Provisions. 4.1 Notices, Unless otherwise provided, any notice to Lender or Borrower hereunder must be in writing and is deemed given when actually delivered either (a) personally (including by reputable courier service), or (b) by email or fax, with confirmation of receipt, and with hardcopy sent concurrently by next-business day courier service or priority mail, to the persons at the addresses indicated below (or other names and addresses designated by Lender or Borrower from time to time): BORROWER MULTIRACE LLC c/o Aleck DaGrosa, Chief Executive Officer 1711 NW 79" Avenue Miami, Florida 33126 Facsimile; E-mail: adagrosa@mutltirace.comLENDER R.C. Solutions Corp. c/o Robert Childers 16110 Alexander Run Jupiter, Florida 33478 Facsimile: 561-575-2363 Email: Rob@multirace.com 4.2 Successors and Assigns. The rights and obligations of Borrower and Lender under this Note will bind and benefit their respective successors and permitted assigns. Neither this Note nor any rights, interests or obligations hereunder may be assigned or otherwise transferred by either Borrower or Lender, by operation of law or otherwise, in whole or in part, without the other's prior written consent. 4.3. Amendment and Waiver. (a) The terms of this Note may be amended with the consent of Borrower and the Lender and any existing default of Borrower may be waived with the consent of the Lender. Without the consent of any holder, this Note may be amended to cure any ambiguity, defect or inconsistency, or to make any change that does not materially adversely affect the rights of the holder. (b) — Except as set forth in Section 4.3(a) above, this Note and any provision hereof may be waived only in writing by the party against which enforcement of such waiver is sought. Delay or failure by Lender to exercise any right may not be construed as waiver of such or any other right, nor will a waiver by Lender of a breach or provision constitute a continuing waiver or a waiver of any other breach or provision. Borrower and all endorsers of this Note hereby waive diligence, demand, presentment, notice of non-performance, protest, notice of protest, notice of dishonor and all other notices or demands of any kind relative to this Note other than those specifically required from Lender by the terms of this Note. Borrower agrees to make all payments hereunder subject to any setoff, counterclaim, defense or deduction as provided in that certain Asset Purchase Agreement, dated October 29, 2013, by and among Lender, Robert Childers, and Borrower. Borrower consents to any extensions of time, waivers or consents granted by Lender. 4.4 Governing Law: Jurisdiction: Waiver, This Note shall be governed by and construed in accordance with the domestic laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Florida. Any and all actions arising under or in respect of this Note shall be litigated exclusively in any federal or state court of the competent jurisdiction located in the County of Palm Beach, State of Florida. Borrower and Lender irrevocably submit to the personal and exclusive jurisdiction of such courts for itself, and in respect of its property with respect to such action and such courts shall be the sole and exclusive jurisdiction over such actions. Borrower and Lender agree that venue would be proper in any of such courts, and hereby waive any objection that any such court is an improper and inconvenient forum for the resolution of any such action, XoTHE UNDERSIGNED HEREBY WAIVE TRIAL BY JURY IN ANY JUDICIAL PROCEEDING INVOLVING, DIRECTLY OR INDIRECTLY, ANY MATTER (WHETHER IN TORT, CONTRACT OR OTHERWISE) IN ANY WAY ARISING OUT OF, RELATED TO, OR CONNECTED WITH, THIS NOTE. 4.5 Usury. Nothing herein contained, nor any transaction related hereto, shall be construed or so operate as to require Borrower to pay interest at a greater rate than is now lawful in such case to contract for, or to make any payment, or to do any act contrary to law. Should any interest or other charges paid by Borrower, or parties liable for the payment of this Note, in connection with the loan evidenced by this Note, or any document delivered in connection with said loan, result in the computation or earning of interest in excess of the maximum legal rate of interest which is legally permitted by law, then any and all such excess shall be and the same is hereby waived by the Lender hereof, and any and all such excess shall be automatically credited against and in reduction of the balance due under this Note, and the portion of said excess which exceeds the balance due under this Note shall be paid by the Lender to Borrower. 4.6 Interpretation. All headings used herein are used for convenience only and shall not be used to construe or interpret this Note. All references in this Note to sections and exhibits shall, unless otherwise provided, refer to sections hereof and exhibits attached hereto, all of which exhibits are incorporated herein by this reference. If any provision or portion of this Note is determined to be invalid or unenforceable, this Note will automatically be amended to substitute, for the invalid or unenforceable provisions, new enforceable provisions which most closely approximate the intent and economic effect of the invalid provisions, and the remaining provisions will, as so amended, continue in full force and effect. No representation, warranty or disclosure given by Borrower in connection with this Note or this transaction will be affected by any investigation or lack of investigation by Lender. This Note shall not be interpreted for or against Lender or Borrower on the basis of which party’s counsel prepared such documents. 4.7 Attorneys’ Fees. If Lender shall employ legal counsel to protect its rights hereunder or to enforce any term or provision hereof or in connection herewith after the Note Effective Date, such reasonable attorneys’ fees and other legal expenses shall be payable by Borrower to Lender upon demand, 4.8 Documentary Stamp Tax. Borrower shall be solely responsible for documentary stamp taxes, if any, payable with respect to this Note. [Signature Page Follows] fioIN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name, by its duly authorized representative, as of the Note Effective Date. BORROWER MULTIRACE LLC, a Delaware limited liability company 2 ; Aleck DaGrosa, Chief Executive OfficerEXHIBIT A-2AMENDED AND RESTATED SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT (this “Amended Security Agreement”) is made and entered into effective as of this 2nd day of May, 2014, by and between MultiRace, LLC, a Delaware limited liability company (the “Borrower”), and R.C. Solutions Corp., a Florida corporation (the “Secured Party”). BACKGROUND A. On November 18, 2013, the Borrower executed a purchase money Promissory Note in the original principal amount of $1,375,000 in favor of the Secured Party (the “Note”), as part of the Transaction Consideration delivered to the Secured Party in accordance with an Asset Purchase Agreement, dated October 29, 2013, by and among Secured Party, Borrower, and Robert Childers (the “APA”). B. In connection therewith, the Borrower and Secured Party executed that certain Security Agreement, made and entered into on November 18, 2013 (the “Original Security Agreement”); Cc. Secured Party is the owner of 146.25 Class A Units of Borrower (as such term is defined in the Limited Liability Company Agreement of the Company, dated effective as of November 18, 2013 (the “LLC Agreement”)), representing, among other things, a 14.625% Percentage Interest in the Company (as such term is defined in the LLC Agreement). D. Secured Party desires to sell to Borrower and Borrower desires to purchase from Secured Party all of Secured Party’s Class A Units which constitute Secured Party’s entire interest in Borrower on the terms and conditions set forth in that certain Redemption Agreement, of even date herewith, by and between Secured Party and Borrower (the “Redemption Agreement”). E. As part of the consideration delivered to the Secured Party in accordance with the Redemption Agreement, Borrower has executed a purchase money Promissory Note, of even date herewith, in the principal amount of $250,000 in favor of the Secured Party (the “Redemption Note”). F, The Secured Party is willing to make the additional loan evidenced by the Redemption Note only on the condition that the Borrower executes and delivers this Amended Security Agreement to the Secured Party in order to amend and restate the Original Security Agreement in its entirely to reflect the obligations under the Redemption Note. G. Capitalized terms contained in Section 1 of this Agreement and used hereinafter shall have the meanings ascribed to them in the revised Article 9 of the Uniform Commercial Code as enacted in the State of Florida and in effect on the date hereof (the “Uniform Commercial Code”), unless the context requires otherwise. Other capitalized terms which are used herein without definition shall have the meanings ascribed to them in the Note. NOW, THEREFORE, intending to be legally bound, the Borrower and the Secured Party hereby agree as follows: {28443634:1}Section 1. Creation of Security Interest. The Borrower hereby grants to the Secured Party a continuing lien and security interest in and to the property hereinafter described, whether now owned or hereafter acquired or arising and wherever located (the “Collateral”): All tangible and intangible personal property of the Borrower, including but not limited to: (a) all Accounts; (b) Chattel Paper, including without limitation, Tangible Chattel Paper and Electronic Chattel Paper; (c) Deposit Accounts; (d) Documents; (e) General Intangibles, including without limitation, Payment Intangibles and Software; (ff) Goods, including without limitation, Equipment, Inventory, Fixtures and Accessions; (g) Instruments, including Promissory Notes; (h) Investment Property; ji) Letter-of-credit rights; Gi) motor vehicles; (k) Supporting Obligations; (0) all books and records evidencing or relating to the foregoing, including, without limitation, billing records of every kind and description, customer lists, data storage and processing media, Software and related material, including computer programs, computer tapes, cards, disks and printouts, and including any of the foregoing which are in the possession of any affiliate or any computer service bureau; and (m) _ Proceeds of the above Collateral. The Borrower hereby represents and warrants that the Borrower does not have any Commercial Tort Claim. If the Borrower shall at any time, after the date of this Security acquire a Commercial Tort Claim, the Borrower shall promptly notify the Secured Party in a writing signed by the Borrower of the brief details thereof and grant to the Secured Party in such writing a security interest therein and in the Proceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to the Secured Party. {28443634:1}Section 2. Secured Obligations. The security interest created herein is given as security for the prompt payment, performance, satisfaction and discharge of the following obligations (the “Obligations”) of the Borrower: (a) To pay the principal, interest, commitment fees and any other liabilities of the Borrower to the Secured Party under the Note, this Agreement, the APA, and the other documents executed in connection therewith (collectively, the “Loan Documents”) in accordance with the terms thereof; (b) To pay the principal, interest, and any other liabilities of the Borrower to the Security Party under the Redemption Note, the Redemption Agreement, and other documents executed in connection therewith (collectively, the “Redemption Documents”) in accordance with the terms thereof; and (c) To reimburse the Secured Party, on demand, for all of the Secured Party’s expenses and costs, including the reasonable fees and expenses of its counsel, in connection with the enforcement of the Note, the other Loan Documents, the Redemption Note and the other Redemption Documents. Section 3. Representations and Warranties. The Borrower, as of the date hereof and at the time of each advance or extension of credit under the Note, represents and warrants as follows: 3.01 Good Title to Collateral. Subject to the terms of the APA and the Redemption Agreement and the representations and warranties provided by the Secured Party therein, the Borrower has good and marketable title to the Collateral free and clear of all liens and encumbrances other than the security interest granted to the Secured Party hereunder and such defects in title as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect (as defined in the APA). 3.02 Organization. The Borrower is a limited liability company organized under the laws of Delaware. The Borrower’s exact legal name is as set forth in the first paragraph of this Amended Security Agreement. The chief executive office of the Borrower is at the address set forth in Exhibit A or at the location hereafter disclosed to the Secured Party in accordance with Section 5.11. 3.03 Filings of Record. Borrower has not executed, filed, nor authorized the filing of any financing statement covering any of the Collateral is on file in any public office, other than the financing statements filed pursuant to this Amended Security Agreement. Section 4. Collection, Disposition and Use of Collateral. 4.01 Accounts. If a Default (as hereinafter defined) shall have occurred and is continuing, the Secured Party shall have the right at any time thereafter, acting if it so chooses in the Borrower’s name, to collect Accounts itself, to sell, assign, compromise, discharge or extend the time for payment of any Account, and to do all acts and things necessary or incidental thereto and the Borrower hereby ratifies all such acts. If a Default shall have occurred and is continuing, at the Secured Party’s request, the Borrower will notify Account Debtors and any guarantor {28443634:1}thereof that the Accounts payable by such Account Debtors have been assigned to the Secured Party and shall indicate on all billings to Account Debtors that payments thereon are to be made to the Secured Party. 4.02 Inventory. So long as no Default hereunder shall have occurred and is continuing, the Borrower shall be permitted to process and sell its Inventory in the ordinary course of the Borrower’s business. 4.03 Equipment. So long as no Default hereunder shall have occurred and is continuing, the Borrower shall be permitted to use its Equipment in the ordinary course of its business. No sale, lease or other disposition of any item of Equipment valued at more than $5,000 shall be permitted, except in accordance with such terms and conditions as the Secured Party shall, in its reasonable discretion, have expressly approved in writing and except for the sale or other disposition of obsolete Equipment which is no longer used or useful in the Borrower’s business. Section 5. Covenants and Agreements of the Borrower. 5.01 Maintenance and Inspection of Books and Records. The Borrower shall maintain complete and accurate books and records and shall make all necessary entries therein to reflect the costs, values and locations of its Inventory and Equipment and the transactions and documents giving rise to its Accounts and all payments, credits and adjustments thereto. The Borrower shall keep all such books and records at the Borrower’s principal office and shall permit the Secured Party and its authorized agents to have full, complete and unrestricted access thereto upon reasonable notice and at reasonable times and to inspect, audit and make copies, at the Secured Party’s cost, of all books and records, data storage and processing media, software, printouts, journals, orders, receipts, invoices, correspondence and other documents and written or printed matter related to any of the Collateral, The Secured Party’s rights hereunder shall be enforceable at law or in equity, and the Borrower consents to the entry of judicial orders or injunctions enforcing specific performance of such obligations hereunder. 5.02 Insurance of Collateral. The Borrower shall keep its Inventory and Equipment insured against such perils, in such amounts and with such insurance companies as customarily obtained by similar parties within the Company’s industry. All insurance policies shall name the Secured Party as lender loss payee and shall provide for not less than thirty (30) days’ advance notice in writing to the Secured Party of any cancellation thereof. So long as a Default has occurred and is continuing, the Secured Party shall have the right (but shall be under no obligation) to pay any of the premiums on such insurance. Any premiums paid by the Secured Party shall, if the Secured Party so elects, be considered an advance at the highest rate of interest provided in the Loan Documents or the Redemption Documents, and all such accrued interest shall be payable on demand. Any credit insurance covering Accounts shall name the Secured Party as loss payee. So long as a Default has occurred and is continuing, the Borrower expressly authorizes its insurance carriers to pay proceeds of all insurance policies covering any or all of the Collateral directly to the Secured Party. 5.03 Existence. The Borrower shall preserve its existence and not merge into or consolidate with any other entity, or sell all or substantially all of its assets except upon thirty {28443634:1}(30) days’ prior written notice to Secured Party. The Borrower shall not change the state of its organization, its name, place of business or chief executive office except upon thirty (30) days’ prior written notice to Secured Party. 5.04 Perfection of Secured Party’s Interests. (a) The Borrower agrees to cooperate and join, at its expense, with the Secured Party in taking such steps as are reasonably necessary, in the Secured Party’s judgment, to perfect or continue the perfected status of the security interests granted hereunder, including, without limitation, the execution and delivery of any financing statements, amendments thereto and continuation statements, the obtaining of landlords’ and mortgagees’ waivers required by the Secured Party, the notation of encumbrances in favor of the Secured Party on certificates of title, and the execution and filing of any collateral assignments and any other instruments requested by the Secured Party to perfect its security interest in any and all of the Borrower’s General Intangibles. (b) The Secured Party may at any time and from time to time, file financing statements, continuation statements and amendments thereto that describe the Collateral in particular or as all assets of the Borrower or words of similar effect and which contain any other information required by the Uniform Commercial Code for the sufficiency or filing office acceptance of any financing statement, continuation statement or amendment, including whether the Borrower is an organization, the type of organization and any organization identification number issued to the Borrower. The Borrower agrees to furnish any such information to the Secured Party promptly upon request. Any such financing statements, continuation statements or amendments may be signed by the Secured Party on behalf of the Borrower, and may be filed at any time in any jurisdiction whether or not Revised Article 9 of the Uniform Commercial Code is then in effect in that jurisdiction. (c) The Borrower shall, at any time and from time to time, take such steps as the Secured Party may require for the Secured Party, (i) to obtain an acknowledgment, in form and substance reasonably satisfactory to the Secured Party, of any third party having possession of any of the Collateral that the third party holds such Collateral for the benefit of the Secured Party, (ii) to obtain “control” (as described in the Uniform Commercial Code) of any Investment Property, Deposit Accounts, Letter-of-Credit Rights or Electronic Chattel Paper, with any agreements, establishing control to be in form and substance reasonably satisfactory to the Secured Party, and (iii) otherwise to insure the continued perfection and priority of the Secured Party’s security interest in any of the Collateral and of the preservation of its rights therein. 5.05 Maintenance of Goods, Inventory and Equipment. The Borrower shall care for and preserve the Goods, Inventory and Equipment in good condition and repair (normal wear and tear excepted), and will pay the cost of all reasonably necessary replacement parts, repairs to and maintenance of the Goods and Equipment. The Borrower will keep complete and accurate maintenance records with respect to its Equipment. 5.06 Notification of Adverse Change in Collateral. The Borrower agrees promptly to notify the Secured Party if any event occurs or is discovered which would cause any material diminution in the value of any significant item or type of Collateral. {28443634:1}5.07 Reimbursement and Indemnification. The Borrower agrees to reimburse the Secured Party promptly for reasonable out-of-pocket expenses actually incurred in connection with the Secured Party’s exercise of its rights under this Amended Security Agreement. The Borrower agrees to indemnify the Secured Party and hold it harmless against any costs, expenses, losses, damages and liabilities (including reasonable attomey’s fees and court costs) incurred in connection with this Amended Security Agreement, other than as a direct result of the Secured Party’s gross negligence or willful misconduct. Section 6. Power of Attorney. Upon and during the continuance of a Default (except for the actions described in clause (a) below which may be taken without regard to whether a Default has occurred), the Borrower hereby appoints the Secured Party as its lawful attorney-in- fact to do, at the Secured Party’s option, and at the Borrower’s expense and liability, all acts and things which the Secured Party may deem necessary or desirable to effectuate its rights under this Amended Security Agreement, including without limitation, (a) file financing statements and otherwise perfect any security interest granted hereby, (b) correspond and negotiate directly with insurance carriers, (c) receive, open and dispose of in any reasonable manner all mail addressed to the Borrower concerning the Collateral and notify Postal Service authorities to change the address for mail addressed to the Borrower to an address designated by the Secured Party, (d) communicate with Account Debtors and other third parties for the purpose of protecting or preserving the Collateral, and (e) in the Borrower’s or the Secured Party’s name, to demand, collect, receive, and receipt for, compound, compromise, settle and give acquittance for, and prosecute and discontinue or dismiss, with or without prejudice, any suit or proceeding respecting any of the Collateral. Section 7. Default. The occurrence of any one or more of the following shall be a default (“Default”) hereunder: 7.01 Default Under Loan Documents. The occurrence of an Event of Default under the Note or any of the other Loan Documents or under the Redemption Note or any of the Redemption Documents. 7.02 Failure to Observe Covenants. The failure of the Borrower to keep, observe or perform any provisions of this Amended Security Agreement, which failure is not cured and remedied within ten (10) days after written notice thereof is given to the Borrower. 7.03 Representations, Warranties. If any representation or warranty in this Amended Security Agreement shall, at any time, be materially false or incorrect. Section 8. Secured Party’s Rights Upon Default. If a Default has occurred and is continuing, the Secured Party may immediately and without notice pursue any remedy available at law or in equity to collect, enforce or satisfy any Obligations, including, any or all of the following, which rights and remedies are cumulative, may be exercised from time to time, and are in addition to any rights and remedies available to the Secured Party under the Note or any of the other Loan Documents or the Redemption Note or any of the Redemption Documents: 8.01 Uniform Commercial Code Rights. Exercise any and all of the rights and remedies of a secured party under the Uniform Commercial Code, including the right to require {28443634:1}the Borrower to assemble the Collateral and make it available to the Secured Party at a place reasonably convenient to the parties. 8.02 Operation of Collateral. Operate, utilize, or repair as reasonably necessary any of the Collateral which is Equipment, for the purpose of preserving the value thereof or the value of any other Collateral. 8.03 Collection Rights. Enforce the obligations of an Account Debtor or other person obligated on Collateral and exercise the rights of the Borrower with respect to the obligation of the Account Debtor or other person obligated on Collateral to make payment or otherwise render performance to the Borrower. Notify the Account Debtors or other person obligated on Collateral that payments are to be made directly to the Secured Party, or to such post office box as the Secured Party may direct. The Borrower shall not compromise, discharge, extend the time for payment or otherwise grant any indulgence or allowance with respect to any Account without the prior written consent of the Secured Party. 8.04 Sale of Collateral. Upon ten (10) calendar days’ prior written notice to the Borrower, which the Borrower hereby acknowledges to be sufficient, commercially reasonable and proper, sell, lease or otherwise dispose of any or all of the Collateral at any time and from time to time at public or private sale, with or without advertisement thereof and apply the proceeds of any such sale first to the Secured Party’s expenses in preparing the Collateral for sale (including reasonable attomeys’ fees), and second to the complete satisfaction of the Obligations. Any surplus following satisfaction of the Obligations shall be paid over to the Borrower. The Borrower waives the benefit of any marshalling doctrine with respect to the Secured Party’s exercise of its rights hereunder. After the occurrence and during the continuation of a Default, the Borrower grants a royalty-free license to the Secured Party for all patents, service marks, trademarks, tradenames, copyrights, computer programs and other intellectual property and proprietary rights, including the Owned Intellectual Property sold to the Borrower under the APA, sufficient to permit Secured Party to exercise all rights granted to Secured Party under this Section. 8.05 Set-Off. The Secured Party shall have the right, in addition to all other rights and remedies available to it, without notice to the Borrower, to apply toward and set-off against and apply to the then unpaid balance of the Obligations any items or funds held by the Secured Party, any and all deposits (whether general or special, time or demand, matured or unmatured, fixed or contingent, liquidated or unliquidated) now or hereafter maintained by the Borrower for its own account with the Secured Party, and any other indebtedness at any time held or owing by the Secured Party to or for the credit or the account of the Borrower. For such purpose the Secured Party shall have, and the Borrower hereby grants to the Secured Party, a first lien on all such deposits. The Secured Party is hereby authorized to charge any such account or indebtedness for any amounts due to the Secured Party. Such right of set-off shall exist whether or not the Secured Party shall have made any demand under this Amended Security Agreement, or any other Loan Document or Redemption Document and whether or not the other Obligations are matured or unmatured. The Borrower hereby confirms the Secured Party’s lien on such accounts and right of set-off, and nothing in this Amended Security Agreement shall be deemed any waiver or prohibition of such lien and right of set-off. {28443634:1}8.06 Voting Rights. So long as a Default shall have occurred and is continuing, the Secured Party shall have, with respect to any Collateral consisting of uncertificated equity interests in other entities, the right to have such equity interests registered in the name of the Secured Party and to exercise all voting and management rights pertaining thereto as if it were the absolute owner thereof, provided, however, that Secured Party shall not cast any vote, give any consent, or take or fail to take any action that would materially adversely impair the position or interests of the Borrower. Section 9. Notices. Every notice and communication under this Amended Security Agreement shall be in writing and shall be given by either (i) hand-delivery, (ii) first class mail (postage prepaid), (iii) reliable overnight commercial courier (charges prepaid), or (iv) telecopy or other means of electronic transmission, if confirmed promptly by any of the methods specified in clauses (i), (ii) and (iii) of this sentence, to the following addresses: Tf to the Borrower, to: MultiRace LLC 1221 Brickell Avenue, Suite 2660 Miami, Florida, 33131 Attn: Joseph E. DaGrosa, Jr. Phone: (786) 425-2748 Email: jdagrosa@1848capital.com With a copy (which shall not constitute notice) to: Akerman Senterfitt One Southeast Third Avenue, 25th Floor Miami, Florida 33131 Attn: Andrea F. Fisher-Evans, Esq. Phone: (305) 374-5600 Email: Andrea.Fisher@akerman.com Tf to the Secured Party: RC. Solutions Corp. 16110 Alexander Run Jupiter, FL 33478 Attn: Robert Childers Phone: (954) 501-7200 Email: Rob@multirace.com With a copy (which shall not constitute notice) to: Comiter, Singer, Baseman & Braun, LLP 3801 PGA Blvd Suite 604 Palm Beach Gardens, Florida 33410 Attn: Alan H. Baseman, Esq. {28443634:1}Phone: (561) 626-2101 Email: abaseman@comitersinger.com Notice given by telecopy or other means of electronic transmission shall be deemed to have been given and received when sent if sent prior to 6 p.m. and on the next business day if sent later. Notice by overnight courier shall be deemed to have been given and received on the date scheduled for delivery if delivered prior to 6 p.m. and on the next business day if delivered later. Notice by mail shall be deemed to have been given and received three (3) calendar days after the date first deposited in the United States Mail. Notice by hand delivery shall be deemed to have been given and received upon delivery. A party may change its address by giving written notice to the other party as specified herein. Section 10. Miscellaneous. 10.01 No Waiver. No delay or omission by the Secured Party in exercising any right or remedy hereunder shall operate as a waiver thereof or of any other right or remedy, and no single or partial exercise thereof shall preclude any further exercise thereof or the exercise of any other right or remedy. 10.02 Preservation of Rights. The Secured Party shall have no obligation or responsibility to take any steps to enforce or preserve rights against any parties to any Account and such obligation and responsibility shall be those of the Borrower exclusively. 10.03 Successors. The provisions of this Amended Security Agreement shall inure to the benefit of and be binding upon the Secured Party and the Borrower and their respective successors and assigns, provided that the Borrower’s obligations hereunder may not be assigned without the written consent of the Secured Party. 10.04 Amendments. No modification, rescission, waiver, release or amendment of any provisions of this Amended Security Agreement shall be effective unless set forth in a written agreement signed by the Borrower and an authorized officer of the Secured Party. 10.05 Governing Law. This Amended Security Agreement shall be construed under the internal laws of the State of Florida without reference to conflict of laws principles. 10.06 Severability. If any provision of this Amended Security Agreement shall be held invalid or unenforceable under applicable law in any jurisdiction, such invalidity or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction or the validity or enforceability of any other provision of this Amended Security Agreement that can be given effect without such invalid or unenforceable provision. 10.07 Judicial Proceedings. Each party to this Amended Security Agreement agrees that any suit, action or proceeding, whether claim or counterclaim, brought or instituted by any party hereto or any successor or assign of any party, on or with respect to this Amended Security Agreement or the dealings of the parties with respect hereto, shall be tried only by a court and not by a jury. EACH PARTY HEREBY KNOWINGLY, VOLUNTARILY AND {28443634:1}INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY SUCH SUIT, ACTION OR PROCEEDING. Further, each party waives any right it may have to claim or recover, in any such suit, action or proceeding, any special, exemplary, punitive or consequential damages or any damages other than, or in addition to, actual damages. THE BORROWER ACKNOWLEDGES AND AGREES THAT THIS PARAGRAPH IS A SPECIFIC AND MATERIAL ASPECT OF THIS AMENDED SECURITY AGREEMENT AND THAT THE SECURED PARTY WOULD NOT EXTEND CREDIT TO THE BORROWER IF THE WAIVERS SET FORTH IN THIS PARAGRAPH WERE NOT A PART OF THIS AMENDED SECURITY AGREEMENT. Any and all actions arising under or in respect of this Note shall be litigated exclusively in any federal or state court of the competent jurisdiction located in the County of Palm Beach, State of Florida. Borrower and Secured Party irrevocably submit to the personal and exclusive jurisdiction of such courts for itself, and in respect of its property with respect to such action and such courts shall be the sole and exclusive jurisdiction over such actions. Borrower and Secured Party agree that venue would be proper in any of such courts, and hereby waive any objection that any such court is an improper and inconvenient forum for the resolution of any such action. 10.08 Acknowledgment THIS AMENDED SECURITY AGREEMENT CONTAINS A POWER OF ATTORNEY COUPLED WITH AN INTEREST AND IS FOR THE SOLE BENEFIT OF THE SECURED PARTY. THIS AMENDED SECURITY AGREEMENT IS BEING EXECUTED IN CONNECTION WITH A LOAN OR OTHER FINANCIAL TRANSACTION FOR BUSINESS PURPOSES AND NOT PRIMARILY FOR PERSONAL, FAMILY OR HOUSEHOLD PURPOSES. THE SECURED PARTY, AS AGENT FOR THE BORROWER, UNDER THE POWER OF ATTORNEY, IS NOT A FIDUCIARY FOR THE BORROWER, IN EXERCISING ANY OF ITS RIGHTS OR POWERS PURSUANT TO THE POWER OF ATTORNEY, MAY DO SO FOR THE SOLE BENEFIT OF THE SECURED PARTY AND NOT FOR THE BORROWER. 10.09 Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto on separate counterparts, each of which when so executed and delivered shall be an original, but all of which shall together constitute one and the same instrument. A signed copy of this Agreement delivered by facsimile or portable document format (.pdf) is deemed to have the sale legal effect as delivery of an original signed copy of this Agreement. [Signature Page Follows] {28443634:1}IN WITNESS WHEREOF, the parties hereto have caused this Amended Security Agreement to be executed and delivered by their authorized officers the day and year first above written. MULTIRACE, LLC By: ph E. DaGrosa, R.C. SOLUTIONS CORP. By: Robert Childers, President [Signature Page to Amended and Restated Security Agreement]IN WITNESS WHEREOF, the parties hereto have caused this Amended Security Agreement to be executed and delivered by their authorized officers the day and year first above written. MULTIRACE, LLC By: Joseph E. DaGrosa, Jr., Manager R.C. SOLUTIONS CORP. on Leber Ch Dua Robert Childers, President [Signature Page to Amended and Restated Security Agreement]EXHIBIT A Location of books and records: 1221 Brickell Avenue, Suite 2660 Miami, Florida 33131 4081 SW 47th Avenue, Suite 6 & 7 Davie, Florida 33314 Location of chief executive office: 1221 Brickell Avenue, Suite 2660 Miami, Florida 33131 4081 SW 47th Avenue, Suite 6 & 7 Davie, Florida 33314 Location of Inventory and Equipment 16110 Alexander Run Jupiter, Florida 33478 1221 Brickell Avenue, Suite 2660 Miami, Florida 33131 4081 SW 47th Avenue, Suite 6 & 7 Davie, Florida 33314 {28443634:1}EXHIBIT A-3Filing # 114078072 E-Filed 09/28/2020 09:01:11 PM IN THE CIRCUIT COURT FOR THE ELEVENTH JUDICIAL CIRCUIT IN AND FOR MIAMI-DADE COUNTY, FLORIDA MULTIRACE LLC, a Delaware Limited Liability Com