I need to fill out a format with information from approximaly 6 contracts

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WarehouseServiceAgreementSPR-10.24.24-final-signed.pdf

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WAREHOUSING USAGE AND SERVICES AGREEMENT

THIS WAREHOUSING USAGE AND SERVICE AGREEMENT (this "Agreement") is

dated as of the 18'h day of October 2024 (the "Effective Date") and is entered into by and between

COLOUR REPUBLIC, LLC, a Florida limited liability company (the "Client"), and MYRIAD

COLD STORAGE & DISTRIBUTION, LLC, a Florida limited liability company ("Myriad"). Each

of Client and Myriad is hereinafter individually designated as a "Party;' and collectively as the

"Parties."

Preliminary Statements

WHEREAS, Myriad is in the business of actively storing a wide range of customer goods and

products, which includes but is not limited to the maintenance of dimate and temperahire- controlled

storage spaces, the provision of security services, and the maintenance of administrative spaces, at

Myriad's storage facility located at 2000 NW 97'h Avenue, Suite #100, Doral, Florida 33172 (the

"Facility");

WHEREAS, the Client is in the business of transporting, consolidating, and distributing

flowers and other perishable agricultural products (the "Products");

WHEREAS, the Client seeks to engage Myriad for (a) storing Products at the Facility, and

(b) the utilization of Myriad's administrative space for the sole purpose of coordinating the receipt

and distributions of Products to and from the Facility; and

WHEREAS, the Parties wish to set forth all their agreements and understandings in this

Agreement, including the terms and conditions pursuant to which the Client may receive certain

services as described herein.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, and other

good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,

the Parties hereby agree as follows:

1. Engagement; Provision of Elected Semces.

(a) The Client desires to engage Myriad to (i) store, maintain, and keep secure

Products in climate-controlled spaces within the Facility and (ii) utilize administrative space

Myriad maintains within the Facility for the sole purpose of coordinating the receipt and distribution

of Products to and from the Facility (the "Administrative Space") (collectively, the "Services"). The

particular Facility spaces, within which Myriad is to render the Services throughout the duration of

the Term, are provided within Exhibit A attached hereto.

(b) Myriad shall act only as an independent contractor iu'ider this Agreement and

never as an employee of Client, performing its obligations under this Agreement utilizing its

employees, subcontractors, or agents to the extent required by Client to furnish the Services.

Myriad shall (i) comply with all payroll tax, withholding, social security, unemployment, and related

employer obligations, (ii) not hold itself out as an agent of Client, and (iii) have no authority to act on

behalf of Client except to the extent necessary to accomplish its obligations under this Agreement.

Except as set forth in Section 9 below, all space, facilities, common areas, refrigerated and non-

refrigerated space at Myriad's Facility shall be for the exclusive use of Client, unless otherwise

expressly agreed in writing with Client.

2. Term and Termination.

(a) Term. This Agreement shall be effective as of the Effective Date and continue

until July 31, 2030 (the "Term").

(b) Termination by Myriad. Myriad may terminate this Agreement: (i) ten (10)

days after written notice to the Client if the Client fails to timely pay when due any fees owed to

Myriad hereunder; (ii)thirty (30) days after written notice to the Client if the Client breaches any non-

monetary term of this Agreement; (iii) or immediately upon written notice if the Client (A) files a

voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed against it, which is

not dismissed within ninety (90) days, (B) is adjudged as bankrupt, (C) becomes insolvent, (D) has a

receiver, trustee, conseivator or liquidator appointed for all or a substantial part of its assets, (E)

commences any dissolution, liquidation or winding up of its affairs, or (F) makes an assignment of

any its assets for the benefit of its creditors pursuant to state law.

days after written notice to Myriad, if Myriad bread+es any other term of this Agreement; (ii) ninety

(90) days after written notice to Myriad, for any reason; (iii) or irnrnediately upon written notice if

Myriad (A) files a voluntary petition in bankruptcy or has an involuntary bankruptcy petition filed

against it, which is not dismissed within ninety (90) days, (B) is adjudged as bankrupt, (C) becomes

insolvent, (D) has a receiver, trustee, conservator or liquidator appointed for all or a substantial part

of its assets, (E) commences any dissolution, liquidation or winding up of its affairs, or (F) makes an

assignment of any its assets for the benefit of its creditors pursuant to state law.

3. Representations and Warranties of Client. To induce Myriad to enter into this

Agreement so that Client may receive the Services contemplated hereby, the Client hereby represents

and warrants to Myriad as of the date of this Agreement as follows:

(a) Lawful Possession of Products. The Client represents and warrants to Myriad

that Client is in lawful possession of the Products and has the right and authority to enter into this

Agreement and store the Products at the Facility.

(b) Legality of Products. The Client represents and warrants to Myriad that the

Products were not illegally procured, are not being transported to or within jurisdictions in which the

Products are illegal, and whose possession and storage are legal within both Miarni-Dade County and

the State of Florida.

known potential health, safety, and/or environmental hazards associated with the storage and

handling of the Products, and that the Client has undertaken and conducted all legally required,

industry standard, and othervvise reasonable precautions and due diligence in ensuring the lack of

such hazards.

(d) Further Assurances. If at any time during the Term, there arises any (i)

legitimate claim by a third party of lawful possession of the Products while such Products is being

stored at the Facility, or (ii) safety concems regarding the Products, the Client shall have the obligation

to immediately notify Myriad in writing all known and relevant details regarding either of the

aforementioned.

4. Representations and Warranties of Myriad. To induce the Client to enter into this

Agreement so that Myriad may render the Services contemplated hereby, Myriad hereby represents

and warrants to the Client as of the date of this Agreement, and covenants for the duration of the

Term, as follows:

(a) Authorization. Myriad represents and warrants to Client that it has (i) full

corporate power and authority to enter into and perform its obligations under this Agreement, (ii)

Myriad is not a party to any contract, agreement, promise, or undertaking that would prevent the full

corporate execution and performance by it of this Agreement, and (iii) the individual(s) executing this

Agreement on behalf of Myriad is or are duly authorized to do bind Myriad to the terms of this

Agreement.

(b) Requisite Knowhow. Myriad represents and warrants to Client that it has and

will maintain the requisite know-how required to properly store, safely keep, and assist in the receipt

and transferring of the Products.

will remain in lawful possession of the Facility, having the right to utilize the Facility for the purposes

outlined in this Agreement and to render the Services described herein. The execution, delivery

and performance by Myriad of this Agreement and the consummation of the transactions

contemplated herein"ider do not and will not require any consent, approval or action by or notification

to, any person or entity.

(d) Condition of Facility and Madery. Myriad represents and warrants that the

Facility, all climate and temperahire-controlling machinery, appliances, and other Facility

technologies and structures are in good condition and/or working order, are maintained in accordance

with industry standards and all applicable legal requirements, and are adequate in order to properly

store the Products within the temperature range of 34-36 degrees Fahrenheit. Within thirty (30) days

after the Effective Date, Client shall enter, at its expense, into a maintenance contract for the cooling

equipment at the Facility with a duly qualified, licensed, and insured contractor, which contract will

be made available to Myriad upon request. From the Effective Date until April 30, 2025, all

repairs/replacements of cooling equipment up to $25,000 are considered ordinary maintenance for

which Client is responsible, while all repairs/replacement above $25,000 are the responsibility of

Myriad. From May 1, 2025 until termination of this Agreement all repairs/replacements of cooling

equipment up to $25,000 are considered ordinary maintenance for which Client is responsible, while

all repairs/replacement above $25,000 will be paid 60% by Myriad and 40% by Client.

(e) Myriad Employees. In rendering the Services to the Client, Myriad represents

and warrants that it shall employ and assign a sufficientnumber of qualified professionals all of whom

shall have the requisite knowhow to perform the Services in a timely, competent, and efficient

manner, at all times acting in compliance with all applicable laws and regulations including, but not

limited to; all fair labor; equal opporhinity; anti-corruption; import/export; employment; anti-

discrimination; anti-harassment; anti-slavery; human trafficking; freedom of association; health and

safety; hazardous substances; U.S. Food and Drug Administration; pollution; waste management;

recyding; cyber-seairity; and environmental compliance laws, rules, regulations and ordinances.

(f) Myriad represents and warrants that, in the rendering of Services, it shall

comply w'th all applicable laws, including, but not limited to, (i) pertinent Federal Acquisition

Regulations; (ii) U.S. Customs-Trade Partnership Against Terrorism Minimum Security Criteria; (iii)

environmental compliance laws, rules, regulations and ordinances; (iv) U.S. Foreign Corrupt Practices

Act; (v) 21 CFR Part 820 Quality System Regulation; and (vi) more generally, all fair labor, equal

opportunity, anti-corruption, import/export, employment, anti-discrimination, anti- harassment, anti-

slavery, human trafficking, freedom of association, health and safety, hazardous substances, U.S. Food

and Drug Administration, pollution, waste management, recycling, and cyber-security laws, rules,

regulations and ordinances.

(g) Improvements. Myriad is entitled to a $450,000 allowance provided by its

landlord for tenant improvements ("TI Allowance"). Myriad shall utilize the TI Allowance to upgrade

or replace cooler equipment as needed and to renovate the office areas of the Facility. As soon as

reasonably practical, but in any event no later than ninety (90) days after the Effective Date, Myriad

will provide to Client the schedule and plans for the proposed renovation work, to be mutually agreed

upon with the Client ("Agreed Renovation Work"). The Agreed Renovation Work shall be performed

by duly qualified, licensed, and insured contractors.

5. Non-Solicitation. During the Term of this Agreement and for a period of twenty- four

(24) months from the Termination Date, the Client agrees that Client shall not directly or indirectly

solicit or attempt to solicit, either on its own behalf or on behalf of any other individual, entity, or

organization, any Myriad employee or personnel that provided or performed services on behalf of,

and/or had a material business relationship with Myriad.

6. Billing and Payment Terms. Myriad shall bill the Client on the first business day of

every calendar month throughout the Term, begiru'iing on December 1, 2024, for the items set forth

below, all rates of which are subject to Four percent (4%) annual increases:

(a) Direct Labor Rates. Myriad shall provide Client with labor only upon request

for purposes that may include but are not limited to: receiving the Products at the warehouse door,

placing Product in storage, picking up Products, returning Products to the warehouse door and

loading trucks, and managing the Chambers and Administrative Spaces ("Labor"). Labor rates will

be set annually and unless otherwise mutually agreed, Labor will be subject to a charge at the rates

outlined in Exhibit B.

(b) Administrative Manager Compensation. Myriad will designate one person as

the designated account representative for Client ("Administrative Manager"), with authority to act on

behalf of Myriad. The Administrative Manager will assist Client in the commiu"iication with Myriad

and in ensuring that the agreed upon service levels are met. The Administrative Manager will be

provided as part of the Services at no additional cost to Client and shall work only those hours that

the Administrative Manager deems appropriate, in his sole discretion, to provide the services

contemplated herein.

7. Security Deposit.

(a) A deposit of Four Hundred and Seven Thousand Four Hundred and Ninety-

Eight ($407,498) Dollars (which represent first, last and security) shall be due from the Client upon

full execution of this Agreement (the "Deposit"). The Deposit shall be made in accordance with

instructions to be provided by Myriad upon execution, and, except as set forth in subsection (b) below,

the Deposit fiu'ids shall not be cornrningled, or otherwise hypothecated, pledged, or in any other way

made use of.

(b) Myriad may use up to $75,000 from the Deposit towards the Approved

Renovation Work, provided, hozoever, that Myriad shall replenish the Deposit to its original amount

within thirty (30) days after completion of the Approved Renovation Work. The Deposit (as

replenished by Myriad) shall be applied to the final invoice issued by Myriad on the Termination Date,

and any balance of the Deposit remaining thereafter shall be promptly refunded to the Client within

fourteen (14) days after application of the Deposit to said final invoice.

8. Confidentiahty.

(a) The Parties acknowledge that in the course of the provision of the Services,

either Party may come across confidential information, which may include but is not limited to,

documentation, data, business practices, or trade secrets of the other Party (collectively, "Confidential

Information").

(b) "Confidential Information" includes, without limitation, any business or

teccal information whether or not stored in ahoy medium relating to a Party's business (and those

of its parent and affiliate companies, suppliers, and customers) including, but not limited to,

equipment, software, designs, samples, technology, technical documentation, product or service

specifications or strategies, processes, marketing plans, pricing information, financial information,

information relating to existing, previous and potential suppliers, customers, contracts and products,

inventions, unreleased software applications, methodologies and other knowhow, drawings,

photographs, models, mock-ups, and design and performance specifications, production volumes,

and production sa'iedules.

regardless of how and from whom/what sud"i information was received by either Party during the

Term.

(d) The Parties agree to hold all Confidential Information in confidence and not

disclose it to any third parties, treating any and all such Confidential Information obtained or accessed

during the provision of the Services as confidential and proprietary by using best efforts to maintain

its confidentiality.

(e) The Parties shall not disdose or permit access to any Confidential Information

to any third party without the prior written consent of the other Party, except as required by

applicable law, pertinent governrnent authority, or legal process.

(f) Neither Party shall, without the prior written consent of the other Party, (a)

make any news release, public announcement, relating to this Agreement or its subject matter, (b)

in any manner advertise or publish the fact that either has entered into this Agreement, nor (c) use

each other's trademarks (nor those of their affiliates or any customers) in any form (including use on

products, packaging, in promotional material or as part of domains or company names).

(g) If either Party is required by legal or regulatory authority to disclose any

Confidential Information, the disclosing Party (the "Disclosing Party") shall promptly notify the non-

disclosing Party (the "Non-Disdosing Party") of sua'i requirement before disclosure so that the Non-

Disclosing Party may seek an appropriate protective order and/or waive compliance with the terms

of this Agreement. If such protective order or other remedy is not obtained, then the Disclosing Party

shall furnish only that portion of the Confidential Information which is legally required to be

furnished by the court order; provided, however, that before making any such disclosure, Disclosing

Party will (i) minimize the amount of Confidential Information to be provided consonant with the

interests of the Non-Disclosing Party and (ii) make every reasonable effort (which shall include

participation by the Non-Disclosing Party in discussions with the governmental authority involved)

to secure confidential treatment of the Confidential Information to be provided. If efforts to secure

confidential treatment are not successful, the Non-Disclosing Party shall have the prior right to revise

such information in a manner consonant with its interests and the requirements of the govemmental

authority involved.

(h) The Parties acknowledge that either would not have an adequate remedy at

law for monetary damages if the covenants contained in this provision were breached and that any

such breach would cause irreparable harm. Accordingly, the Parties agree that in the event of any

breach or threatened breach of this Section 8 by either Party, the non-breaching Party, in addition to

ahoy other remedies it may have at law or in equity, shall be entitled, without the requirement of

posting a bond or other security, to equitable relief, including injunctive relief and specific

performance.

(i) The obligations imposed on the Parties by this Section 8 shall remain in effect

in perpetuity, even after the termination of this Agreement.

9. Use of Administrative Space. Myriad will retain One office for its purposes.

10. Delivery And Release of Goods. The Client or Client's customer's selected provider

shall deliver the Products to the Facility, properly marked and packaged for handling. At or before

delivery of the Products, Client shall furnish a manifest thoroughly and clearly detailing the Products

to be tendered for storage, with any instructions concerning storage, Services, accounting, segregation,

or any other requirements relating to the Products. Each Party expressly waives the issuance of a

warehouse receipt by Myriad and agrees that if a warehouse receipt is issued, no terms and conditions

of such warehouse receipt shall apply to the performance of Services under this Agreement.

11. Business Continuity and Disaster Recovery. Throughout the Term, Myriad shall

maintain a commercially reasonable and industry-standard business continuity and disaster recovery

plan and safeguards designed, implemented, and evaluated to guard against performance failure and

to return the services to functionality within forty-eight (48) hours in the event of performance failures,

including, without limitation, those arising from a force majeure event. Myriad shall actively evaluate, review, and update the plain on at least an annual basis using industry best practices as guidance.

Upon request, Myriad shall permit the Client to review Myriad's compliance with such plan. The

current plan is attached hereto as Exhibit C.

12. Force Maieure. Neither Party shall be liable to the other for failure to perform its

obligations under this Agreement if prevented from doing so because of a force majeure, otherwise known as an act of God ("Act of God"), which includes but is not limited to strikes, fire, flood, war,

civil disturbance, pandemic, and interference by civil or military authority or other causes beyond the

reasonable control of the Party or Parties. Upon the occurrence of such an Act of God, the Party seeking

to rely on this provision shall promptly provide written notice to the other Party of the nature and

consequences of the Act of God. If the cause is one which nevertheless requires Myriad to continue to

protect the Products, Client agrees to pay the storage or similar a'iarges associated with Myriad"s

obligation during the continuance of the Act of God. If a Party cannot or is not reasonably expected to

be able to perform a material obligation under this Agreement due to an Act of God for a period of

ninety (90) days or more, the other Party may elect to terminate this Agreement immediately upon

providing written notice of such election. For the avoidance of doubt, an Act of God shall not

include (a) financial distress nor the inability of either Party to make a profit or avoid a financial loss,

(b) changes in market prices or conditions, (c) a Party's financial inability to perform its obligations

hereunder, (d) shortage of personnel and strikes initiated by the affected Party"s personnel, (e)

shortage of production materials or resources, (f) breach of contract by third parties contracted by the

affected Party, (g) the inability of the affected Party to secure the necessary legal or administrative

permits or authorizations in relation to the services to be supplied or the Products, provided that the

Party has used commercially reasonable efforts to secure such permits or authorizations, (l"i) any

obligations of a Party to make previously owed payments to the other Party hereunder unless such

ability to make payment itself is directly affected by the Act of God, or (i) any of the foregoing

events caused by the affected Party's gross negligence

13. Insurance.

(a) Each Party shall maintain adequate insurance, in both quantity and quality, to

meet industry standards, as well as local, municipal, state, and federal-level laws and administrative

codes. Myriad shall provide its current insurance coverage to Client.

(b) In addition, during the term of this Agreement and for a period of six (6)

months thereafter, Myriad shall, at its own expense, maintain and carry insurance in full force and

effect with the minimum coverages listed in Section 13(c) below, with financially sound and reputable

insurers. Upon Client's request, Myriad shall provide Client with a certificate of insurance from

Myriad's insurer evidencing the insurance coverage specified in this Agreement. The certificate of

insurance shall name Client as an additional insured and loss payee. Myriad shall provide Client with

30 days' advance written notice in the event of a cancellation or material change in Myriad's insurance

policies. Except where prohibited by law, Myriad shall require its insurer to waive all rights of

subrogation against Client"s insurers and Client. If Myriad fails to obtain insurance coverage as

required hereunder, Client may, at its option and in addition to any of its remedies, procure additional

insurance for itself, of the type and in the amounts that Client deems appropriate, and offset the cost

of such additional insurance against any other sums otherwise owed to Myriad.

coverages, through any combination of primary and umbrella policies:

i. commercial general liability (including product and contractual

liability) in a sum of no less than $2,000,000;

ii. worker"s compensation in a sum of no less than the minimum coverage

required by law;

iii. if Seller operates any vehicles, automobile liability in a sum of no less

than $2,000,000 for property damage, collision, and bodily injury;

iv. property and casualty insurance (including wind, fire, and other

hazards) in a sum of no less than $2,000,000.

14. Indemnification. The parties shall defend, indemnify and hold harmless each other and

their respective affiliates, and eaffi of their respective directors, officers, shareholders, managers,

members, and employees (collectively, "Indemnitees") against any and all loss, injury, death, damage,

liability, claim, deficiency, action, judgment, interest, award, penalty, fine, cost or expense, including

reasonable attomey and professional fees and costs at all court levels, and the cost of enforcing any right

to indemnification hereunder and the cost of pursuing any insurance providers (collectively, "Losses")

arising out of or occurring in connection with: (i) their respective obligations under this Agreement; (ii)

the parties" or their respective affiliates" (including any permitted subcontractor of a party) negligent or

more culpable acts or omissions (including criminal acts); or (iii) a breaa'i or threatened breach of this

Agreement by a party or its respective affiliates. Neither party shall have the right to direct the defense

or to enter into any settlement without the other party's prior written consent.

15. Non-Waiver. No waiver of any provision of this Agreement shall be effective unless

the same shall be in writing and signed by the Parties, and any such waiver shall apply only to the

specific occasion which is the subject of such waiver or consent and shall not apply to the occurrence

of the same or any similar event on any future occasion. No waiver of any provision of this Agreement

shall be deemed to be, nor shall constitute, a waiver of any other provision whether or not similar,

nor shall any waiver constitute a continuing waiver.

16. Cumulative Remedies. All rights and remedies of the Parties under this Agreement

shall be in addition to any rights or remedies provided at law or in equity and the exercise of any one

right or remedy shall not bar the exercise of any other right or remedy available under this Agreement.

17. Client Warranties and Covenants. The Client represents and warrants and covenants

to Myriad and eaa'i of its affiliates that for the entirety of the Term of this Agreement, the statements

contained in this Section 17 shall be correct and complete:

(a) aphis Agreement constitutes the

Parties, enforceable in accordance with its terms and

valid and legally binding obligation of the

conditions; and

(b) Neither the execution and the delivery of this Agreement, nor the

consummation of the transactions contemplated hereby, will violate any constitution, statute,

regulation, rule, injunction, judgment, order, decree, ruling, charge, or other restriction of any

governrnent, governmental authority, or court to which the Parties are subject. Client has complied

with, and will at all times comply with all applicable laws, and no action, suit, proceeding, hearing,

investigation, charge, complaint, claim, demand, or notice has been filed or commenced against Client

alleging any failure so to comply.

18. d. Neither this Agreement nor any interest herein or any rights or obligations hereunder shall be sold or assigned or delegated by either party without the prior written

consent of the other party, which may be withheld in the sole and absolute discretion of the par3r whose consent is required.

19. %. The individuals executing this Agreement on behalf of each Party hereto represent that they are authorized to do so.

20. d. The illegality or invalidity of any provision of this Agreement shall not affect the validity of the remaining provisions hereof.

21. Modifications. The provisions of this Agreement may not be modified except by an

agreement in writing signed by each of the Parties hereto.

22. Submission to Arbitration. Any action or proceeding arising out of or relating to this

Agreement, the transactions contemplated hereunder, or the relationship of the Parties (each, a

"Dispute") shall be resolved exclusively by binding arbitration pursuant to the commercial rules of the

American Arbitration Association ("AAA") in effect at the time of filing of the petition for arbitration.

The arbitral tribunal shall be composed of a single arbitrator jointly selected by the Parties or, if the

Parties cannot agree on the selection of an arbitrator within 15 days after the filing of the petition for

arbitration, the arbitrator shall be appointed by AAA. The arbitrator shall have exclusive authority to

resolve arbitrability disputes and to determine the jurisdiction of the tribunal. The arbitrator shall have

the power to award temporary and permanent injunctions, specific performance, and any other form

of equitable or declaratory relief, as the arbitrator may determine in its sole discretion. Arbitration shall

be conducted in the English language in Miami, Florida. If any portion of this arbitration provision is

found to be unenforceable, on its face or as applicable to a specific Dispute, sud"i unenforceability shall

not cause the arbitration clause to be disregarded. Instead, the unenforceable portion of this dause shall

be reformed and the Dispute shall be arbitrated pursuant to this clause, as reformed.

23. Survival. Provisions of these Terms which by their nature should apply beyond their

terms will remain in force after any termination or expiration of this Agreement including, but not

limited to, the fonowing provisions: Insurance, Compliance with Laws, CorJidential Information,

Governing Law, Arbitration, and Survival.

24. Waiver of Jury Trial. TO THE FULLEST EXTENT NOT PROHIBITED BY APPLICABLE

LAW, WHICH CANNOT BE WAIVED, EACH OF THE PARnES HERETO HEREBY KNO1/VINGLY,

VOLUNTARILY, INTEN'IIONALLY AND IRREVOCABLY WAIVES ANY AND ALL RIGHT TO A

TRIAL BY JURY IN ANY ACTION OR PROCEEDING TO ENFORCE OR DEFEND ANY RIGHT, POWER, REMEDY, OR DEFENSE ARISING OUT OF OR RELATED TO an-IIS AGREEMENT,

WHETHER SOUNDING IN TORT OR CONTRACT OR OTHERWISE, OR WITH RESPECT TO ANY

COURSE OR CONDUCT, COURSE OR DEALING, STATEMENTS (WHETHER VERBAL OR

WRI"IITEN), OR ACTIONS OF ANY PAR"IY RELATING TO THIS AGREEMENT; AND AGREES

THAT ANY SUCH AC"IION OR PROCEEDING SHALL BE TRIED BEFORE A J[JDGE AND NOT

BEFORE A JURY. EACH OF THE PAR'IIES HERETO FURTHER WAIVES ANY RIGHT TO SEEK TO

CONSOLIDATE ANY SUCH LITIGATION IN WHICH A JURY TRIAL HAS BEEN WAJVED WITH

ANY OTHER LI"nGATION IN WHICH A JTJRY TRIAL CANNOT OR HAS NOT BEEN WAIVED. FURTHER, EACH OF THE PARTIES HERETO HEREBY CERTIFIES THAT NONE OF ITS

REPRESENTATIVES, AGENTS, OR A'ITORNEYS HAS REPRESENTED, EXPRESSLY OR

OTHERWISE, THAT IT WOULD NOT IN THE EVENT OF SUCH LITIGA"'I'ION SEEK TO ENFORCE

THIS WAIVER OF THE RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARnES HERETO ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION ARE A MATERIAL INDUCEMENT

TO THE ACCEPTANCE OF THIS AGREEMENT BY THE OTHER PARTIES HERETO.

25. Notices. Whenever any notice or any other cornrnunication is required or permitted to

be given under any provision of this Agreement, such notice or other communication shall be: (i) in

writing; (ii) signed by or on behalf of the Party giving the notice or other communication; (iii) deemed

to have been given on the earlier to occur of (a) the date of the actual delivery, (b) if sent with an

internationally recognized ovemight courier service, fees prepaid, the first business day following

receipt of the notice by the courier service for delivery, or (c) if by facsimile or other electronic

transmissions (including e-mail), on the day of such electronic transmission; and (iv) addressed to the

intended reapient as set forth on below. Any Party may change the address to which notices, requests,

demands, claims, and other communications hereunder are to be delivered by 8vmg the other Parties notice in the manner set forth herein.

If to Client: COLOUR REPUBLIC, LLC

8901 NW 33 Street

Suite 100

Doral, Florida 33172

Attention: Natalia Flor

Phone: (+593) 98.473.9007

Email: [email protected]

With a copy to: O & MAGOLNICK, P.A.

3001 SW 3'd Avenue

Miarni, FL 33129

c/o Davide Proietti, P.A.

Phone: 305.285.2000

Email: [email protected]

If to Myriad: MYRIAD COLD STORAGE &

DISTRIBUTION, LLC

2000 Nl/V 97'h Avenue

Miami, Florida 33172

Attention: Todd V. Wiley, Chief Executive Officer Fax No.:

Email: [email protected]

26. Miscellaneous.

(a) Section headings and numbers used in this Agreement are included for

convenience of reference orgy, and, if there is any conflict between any sud'i numbers and headings,

and the text of this Agreement, the text shall control. Each of the statements set forth in the

"Preliminary Statements" section on the first page of this Agreement is incorporated into the

Agreement as a valid and binding representation of the Party or Parties to whom it relates.

(b) This Agreement and the rights and obligations of the Parties hereunder shall

be governed, construed, interpreted, and enforced in accordance with the laws of the State of Florida,

without regard to principles of corJlict of laws of such State or any other jurisdiction.

regard to its conflicts of law principles. With respect to all disputes for which the arbitrator determines

that the arbitral tribunal does not have jurisdiction, the Parties (i) consent to the jurisdiction of any

state or federal court located within Miarni-Dade County, State of Florida; (ii) consent that all service

of process may be made by registered or certified mail directed to the recipient at the address stated

in Section 26 of this Agreement; (iii) waive any objection which they each may have based on lack of

personal jurisdiction or improper venue or forum non conveniens to any suit or proceeding instituted by either Party under this Agreement in any state or federal court located within Miami-Dade County,

Florida; and (iv) consents to the granting of such legal or equitable relief as is deemed appropriate by

the court. This provision is a material inducement for the Parties to enter into this Agreement.

(d) All of the terms and provisions of this Agreement by or for the benefit of the

Parties shall be binding upon and inure to the benefit of their successors, permitted assigns, heirs, and

personal representatives. Except as expressly provided herein, nothing herein is intended to confer

upon any person other than the Parties and their successors any rights or remedies under or by reason

of this Agreement.

(e) aThis Agreement may be executed in counterparts, and/or by the execution of

counterpart signature pages that may be attached to one or more counterparts of this Agreement, and

all so executed shall constitute one agreement binding on all of the Parties hereto, notwithstanding

that all of the Parties hereto are not signatory to the original or the same counterpart. In addition, any

counterpart signahire page may be executed by any Party hereto wherever such Party is located, and

may be delivered by facsimile transmission or by any other means of electronic transmission

(including by e-mail of PDF copies), and any such facsimile or electronically transmitted signature

pages may be attached to one or more coin"iterparts of this Agreement, and such facsimile or

electronically transmitted signature(s) shall have the same force and effect, and be as binding as if

original signatures had been executed and delivered in person.

(f) This Agreement constihites the entire agreement among the Parties hereto

regarding the subject matter hereof and supersedes all prior and contemporaneous agreements,

understandings, negotiations, and discussions, whether oral or written, of the Paities.

(g) As used in this Agreement, the masculine, feminine, or neuter gender, and the

singular or plural number shall be deemed to include the others whenever the context so requires.

References to Sections refer to the sections of this Agreement unless the context requires otherwise.

Words such as "herein," "hereinafter," "hereof," "hereby," "hereunder," and the words of like import

refer to this Agreement unless the context requires otherwise. The words "include," "includes," and

"including" shall be deemed to be followed by the phrase "without limitation." The term "days" means

calendar days.

(h) If this Agreement has been translated into any language other than English,

the original English version shall control. To the extent of any conflict between the original English

version and any translation of it, the terms of the original English version shall govem.

(i) In the event of any litigation, administrative proceeding, arbitration,

mediation, or other proceeding concerning this Agreement, the prevailing Party will be entitled to

receive from the non-prevailing Party and the non-prevailing Party will pay upon demand all court

costs and all reasonable fees and expenses of counsel and paralegals for the prevailing Party.

(j) Except for Tornmy Gil, Vivo Group ("Broker"), no other person or entity is

entitled to any cornrnission in connection with this Agreement. Myriad is solely responsible for the

payment of the Broker's commission pursuant to a separate agreement.

[SIGNATURES APPEAR ON THE FOLtOWING PAGE]

IN WITNESS WHEREOF, each of the Parties hereto has executed this Agreement as of the

date first above written.

COLOUR REPUBtIC, LLC

BY:

Carlos Davalos Maldonado, Manager

MYRIAD COLD

DISTRIBUTION, LLC

STORAGE

B, TnhedVWl,;0(#il.J&7)nlllt)5tDl,

Todd V. Wiley, ChiefExecutive Officer

Carlos Davalos (Oct 24, 2024 17:52 CDT) Carlos Davalos

EXHIBIT A

FACII,ITY SPACE TO BE UTILIZED BY CtIENT AND FOR PRODUCTS

1. Chamber 1-6 (Exclusive)

2. Dry Area, Tropical Room, White Room, and Grey Area (Exclusive)

3. Docks I and 2 (Exclusive)

4. All office space at warehouse entrance. The Dispatch Area. Administrative Space (Adjacent

to Dispatch Area) (All exclusive except I office or cubicle).

Additionally, all furniture, fixtures, and equipment, including racking, shelving, furniture, office

desks, tables, chairs, computers, IT equipment, security cameras and access controls to be included

(but excluding any fork lifts, pallets trucks, or similar equipment leased or owned by Myriad).

CMD CMD

TVW TVW

N 0WI DI I !AT { vi IH ! !EAM IG!t-i i ioirtriiiaiiinr ir ilj lttlttf5I!U}11}

Thls drawing is ATLANTIC RACK pmpetly and ihall niit, wilhaut consent be psiisd on lo l+nid paffles

CMD CMD

TVW TVW

gJm",-",,,,

l-,-? i *

:) f = I 'Jr=' - -l

iii Q!@l__g__Pm* %@_

4ki Mb *i_5* n@p

51000s, 4t .,10005g,t ,000sg, 5.200siFt O'_

11,300 SCI rt

t Q!!V!AffiA

16,800 S(l rt

§ I % ""' , _it I I ,/LI I I

! I I 30 FT

B ffl

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5'.: 1(l1Nt'tRl_Kt_Ri_)01.I Jorrit_'rl , t....J 1. r ' ri t

5alkrooms

OfflL L

RAMf:

orrtct

CMD CMD

TVW TVW

s we

4WARNt%G*

Warehouse Loading Door

F ,.,@a' : o A > ,,"' 3 l ; ,;

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%)FFICE: WARatOLl'::

?3CSVTAGE OFFIC" DOCK-?!IGH DO[.: D.!r/E-iN DOORS:

Dry Warehouse

Area j

Dry Warehouse

Ar,ea -(-

MTR BEACON-Bnildit+g5

2000 N.W. 97tli Avaiue

Doral.FL33172

CMD CMD

TVW TVW

EXHIBIT B

FACILITY FIXED CHARGE

o Chamber rental charges commence on November 1, 2024.

o First month's charges will be $75,000 (for the month of November 2024).

o Beginning on December 1, the Facility Fixed Charges shall be $150,000 per month for the

entire Facility:

o On each Anniversary of the Effective Date, Facility Fixed Charges will increase by Four

percent (4%).

CMD CMD

TVW TVW

LABOR RATES

o Client shall provide for its own labor.

o However, in the event Client requires Myriad Storage to supply Labor, such Labor

provided to Client at a rate of Twenty-Four and No/100 Dollars ($24)/hour, plus pro-rated

Employee Tax.

WAREHOUSE EXPENSES

Client expense responsibilities are the following:

* Insurance for Client's inventory, as deemed appropriate by Client (for the avoidance of

doubt, excluding property insurance, which is a responsibility of Myriad).

Utility bills

Rubbish removal

Wi-Fi and telephone expenses

Security

Other customary operating expenses associated with Client's operations

EXHIBIT C

CONTINGENCY AND BUSINESS CONTINUITY PLAN

Signature:

Email: Todd Wiley (Oct 25, 2024 07:07 EDT) Todd Wiley

[email protected]

Warehouse Service Agreement - 10.24.24 - final Final Audit Report 2024-10-25

Created: 2024-10-24

By: Indra Beltran ([email protected])

Status: Signed

Transaction ID: CBJCHBCAABAA5U69X87K-LHIUD31DFVgt8B5d-_JWcNs

"Warehouse Service Agreement - 10.24.24 - final" History Document created by Indra Beltran ([email protected]) 2024-10-24 - 6:46:32 PM GMT

Document emailed to Carlos Davalos ([email protected]) for signature 2024-10-24 - 6:46:41 PM GMT

Email viewed by Carlos Davalos ([email protected]) 2024-10-24 - 10:47:54 PM GMT

Document e-signed by Carlos Davalos ([email protected]) Signature Date: 2024-10-24 - 10:52:35 PM GMT - Time Source: server

Document emailed to Todd Wiley ([email protected]) for signature 2024-10-24 - 10:52:38 PM GMT

Email viewed by Todd Wiley ([email protected]) 2024-10-25 - 10:59:56 AM GMT

Document e-signed by Todd Wiley ([email protected]) Signature Date: 2024-10-25 - 11:07:16 AM GMT - Time Source: server

Agreement completed. 2024-10-25 - 11:07:16 AM GMT

1. 2024-10-25T04:07:21-0700
2. Agreement certified by Adobe Acrobat Sign