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Purchase-Money Promissory Note$1,500,000.00 PURCHASE -MONEY PROMISSORY NOTE 20 23®3-2728 October 23, 2023 Miami Beach, Florida FOR VALUE RECEIVED, and subject to the terms and conditions set forth herein, Miami Music Festival, Inc., a Florida not for profit corporation dba Miami Beach Classical Music Festival (the "Maker"), hereby unconditionally promises to pay to the order of The City of Miami Beach, Florida, a Florida municipal corporation, or its assigns (the "Holder," and together with the Maker, the "Parties"), the principal amount of One Million Five Hundred Thousand and No/100 Dollars ($1,500,000.00), together with all accrued interest thereon as provided in this Secured Promissory Note (this "Note"). This Note is the promissory note contemplated by that certain Purchase -Money Security Agreement dated the date hereof (the "Security Agreement') by and between Holder, as lender, and Maker, as grantor. 1. Definitions: Interpretation. (a) Capitalized terms used herein and not otherwise defined in this Note shall have the meaning assigned thereto in the Security Agreement. In the event of a conflict between the definition of capitalized terms' defined herein and the definition of those same capitalized terms in the Security Agreement, the definitions in this Note shall control. The following additional terms when used in this Agreement shall have the following meanings: "Applicable Rate" means the rate equal to One and One -Half Percent (1.5%). "Business Day" means a day other than a Saturday, Sunday, or other day on which commercial banks in Miami Beach, FL are authorized or required by law to close. "City Manager" means the chief administrative officer of the City, or his or her designee. "Debt' of the Maker, means all (a) indebtedness for borrowed money; (b) obligations for the deferred purchase price of property or services, except trade payables arising in the ordinary course of business; (c) obligations evidenced by notes, bonds, debentures, or other similar instruments; (d) obligations as lessee under capital leases; (e) obligations in respect of any interest rate swaps, currency exchange agreements, commodity swaps, caps, collar agreements, or similar arrangements entered into by the Maker providing for protection against fluctuations in interest rates, currency exchange rates, or commodity prices, or the exchange of nominal interest obligations, either generally or under specific contingencies; (f) obligations under acceptance facilities and letters of credit; (g) guaranties, endorsements (other than for collection or deposit in, the ordinary course of business), and other contingent obligations to purchase, to provide funds for payment, to supply funds to invest in any Person, or otherwise to assure a creditor against loss, in each case, in respect of indebtedness set out in clauses (a) through (f) of a Person other than the Maker; and (h) indebtedness set out in clauses (a) through (g) of any Person other than Maker secured by any lien on any asset of the Maker, whether.or not such indebtedness has been assumed by the Maker. "Default" means any of the events specified in Section 9 which constitute an Event of Default or which, upon the giving of notice, the lapse of time, or both, pursuant to Section 9, would, unless cured or waived, become an Event of Default. "Default Rate" means eighteen percent (18%) per annum (but not more than the highest rate permitted by law)."Event of Default' has the meaning set forth in Section 9. "Governmental Authority" means the government of any nation or any political subdivision thereof, whether at the national, state, territorial, provincial, municipal or any other level, and any agency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative powers or functions of, or pertaining to, government. "Law" as to any Person, means the certificate of incorporation and by-laws or other organizational or governing documents of such Person, and any law (including common law), statute, ordinance, treaty, rule, regulation, order, decree, judgment, writ, injunction, settlement agreement, requirement or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset. For the purposes of this Agreement, a Person shall be deemed to own subject to a Lien any asset which it has acquired or holds subject to the interest of a vendor or lessor under any conditional sale agreement, capital lease or other title retention agreement relating to such asset. "Loan Documents" means this Purchase -Money Promissory Note, the Security Agreement and any other document executed in connection with the foregoing. "Maker" has the meaning set forth in the introductory paragraph. "Public Benefit Commitment" means the public benefits to be provided by Maker as described in Exhibit A, attached hereto and incorporated herein, which constitutes material consideration to holder for the making of the Purchase Money Loan on favorable terms. "Purchase Money Loan" means the.loan in the amount of One Million Five Hundred Thousand and Nol100 Dollars ($1,500,000.00) made by the Holder to Maker and evidenced by this Note. "Material Adverse Effect" means, with respect to the Maker, a material adverse effect on the properties, business, prospects, operations or condition (financial or otherwise) of the Maker or the ability of the Maker to perform its obligations under the Loan_Documents or any material contracts. "Maturity Date" has the meaning set forth in Section 2(a). "Note" has the meaning set forth in the introductory paragraph. "Holder" has the meaning set forth in the introductory paragraph. "Parties" has the meaning set forth in the introductory paragraph. "Person" means an individual, corporation, partnership, limited liability company, association, trust, business trust, joint venture, joint stock company, pool, syndicate, sole proprietorship, unincorporated organization, Governmental Authority or any other form of entity or group thereof. "Security Agreement" means the Security Agreement, dated as of the date hereof, by and between the Maker and Holder. (b) Interpretation. For purposes of this Note (i) the words "include," "includes," and "including" shall be deemed to be followed by the words "without limitation"; (ii) the word "or" is not exclusive; and (iii) the words "herein," "hereof," "hereby," "hereto," and "hereunder' refer to this Note as a whole. The definitions given for any defined terms in this Note shall apply equally to both the singular and plural forms Page 2of12 of the terms defined. Whenever the context may require, any pronoun shall include the corresponding masculine, feminine, and neuter forms. Unless the context otherwise requires, references herein to: (x) Schedules, Exhibits, and Sections mean the Schedules, Exhibits, and Sections of this Note; (y) an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. This Note shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. 2. Disbursement of Purchase Money Loan Proceeds: Principal and Interest Payment Dates: Optional Prepavments: Acceleration. (a) Request for Disbursement. At the time this Note is delivered by Maker to Holder, Maker shall include a signed and notarized Disbursement Request (in the form attached as Exhibit B and incorporated herein), along with (i) the itemized list of Project Assets that will constitute the Collateral under the Security Agreement and (ii) all appropriate supporting documentation, including, without limitation, a detailed invoice(s) from the equipment supplier who will be selling the Project Assets to Maker, and (iii) warranty information relating to the Project Assets (collectively, the items identified in (i), (ii), and (iii), the Supporting Materials"). The Disbursement Request will include a certification by Maker that the Purchase Money Loan proceeds will be used solely for purchases of equipment, materials or personal property that qualify as a capital expenditure pursuant to Treas. Reg. Section 1.150-1(b) and related I.R.S. guidance, as determined by the City in its sole discretion, and documentation that such equipment, materials and/or personal property shall be delivered to Maker in Miami Beach, Florida, as conditions precedent to processing of the Disbursement Request. (b) Payment Dates. Except as otherwise provided herein, the entire unpaid principal balance of this Note shall become due and payable on the fifteenth (151h) anniversary of the date of this Note (the "Maturity Date"). Notwithstanding the foregoing, (a) so long as there has been no Default under any of the provisions of this Note and (b) upon approval without exception by the City Manager or his or her designee of the Annual Report submitted by Maker pursuant to Section 70), below, then the City shall forgive One Hundred Thousand Dollars ($100,000) of the principal balance per year retroactive to the anniversary of the date of this Note that immediately precedes the Annual Report in question. (c) Omitted without implication. (d) Acceleration Upon Event of Default. Notwithstanding anything herein to the contrary, the entire principal amount of the Purchase -Money Loan, together with all accrued interest thereon and all other amounts payable under this Note, shall become immediately due and payable upon the occurrence of an Event of Default. 3. Security Agreement. The Maker's performance of its obligations hereunder is secured by a first priority security interest in the Collateral specified in the Security Agreement. For the avoidance of doubt, none of Maker's officers, directors, employees or agents shall have any personal liability under this Note unless a court of competent jurisdiction determines any such individual has been involved in fraud. Page 3 of 12 4. Interest. (a) Interest Rate. Except as otherwise provided herein, so long as no Default exists under or with respect to this Note, the outstanding principal amount of this Note shall bear interest at the Applicable Rate from the date the funds are paid ,to Maker until the entire principal balance of this Note is paid in full, whether at maturity, upon acceleration, by prepayment, or otherwise. (b) Default Interest. If any amount payable hereunder is not paid when due (without regard to any applicable grace periods), whether at stated maturity, by acceleration, or otherwise, such overdue amount shall bear interest at the Default Rate from the date of such non-payment until such amount is paid in full. In addition, upon Default of this Note or under any of the Loan Documents, interest shall accrue and be payable at the Default Rate. (c) Computation of Interest. Interest shall be calculated on the basis of a three hundred sixty (360) day year and shall be charged only on the sums outstanding from the date the same shall be disbursed until the date of actual repayment. (d) Interest Rate Limitation. If at any time and for any reason whatsoever, the interest rate payable on the Purchase Money Loan shall exceed the maximum rate of interest permitted to be charged by the Holder to the Maker under applicable Law, that portion of each sum paid attributable to that portion of such interest rate that exceeds the maximum rate of interest permitted by applicable Law shall be deemed a voluntary prepayment of principal. 5. Payment Mechanics. (a) Annual Interest Payments. Commencing on the 31s' day of October, 2024 and continuing on the 31s' day of October in each and every year thereafter until the Maturity Date, Make shall pay annual installments of accrued interest on the unpaid amount of Principal owing hereunder. (b) Manner of Payments. All payments of interest and principal shall be made in lawful money of the United States of America no later than 12:00 PM EDT on the date on which such payment is due by cashier's check, certified check, or by wire transfer of immediately available funds to the Holder's account at a bank specified by the Holder in writing to the Maker from time to time. (c) Application of Payments. All payments made under this Note shall be applied first to the payment of any fees or charges outstanding hereunder, second to accrued interest, and third to the payment of the principal amount outstanding under this Note. (d) Business Day Convention. Whenever any payment to be made hereunder shall be due on a day that is not a Business Day, such payment shall be made on the next succeeding Business Day and such extension will be taken into account in calculating the amount of interest payable under this Note. (e) Rescission of Payments_ If at any time any payment made by the Maker under this Note is rescinded or must otherwise be restored or returned upon the insolvency, bankruptcy, or reorganization of the Maker or otherwise, the Maker's obligation to make such payment shall be reinstated as though such payment had not been made. 6. Representations and Warranties. The Maker hereby represents and warrants to the Holder on the date hereof as follows: Page 4 of 12 (a) Existence: Power and Authority: Compliance with Laws. The Maker (i) is a not -for -profit corporation duly organized, validly existing, and in good standing under the laws of the State of Florida, (ii) has the requisite power and authority, and the legal right, to own, lease, and operate its properties and assets and to conduct its business as it is now being conducted, to execute and deliver this Note and the Security Agreement, and to perform its obligations hereunder and thereunder, and (iii) is in compliance with all Laws. (b) Authorization: Execution and Delivery. The execution and delivery of this Note and the Security Agreement by the Maker and the performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action in accordance with all applicable Laws. The Maker has duly executed and delivered this Note and the Security Agreement. (c) No Approvals. No consent or authorization of, filing with, notice to, or other act by, or in respect of, any Governmental Authority or any other Person is required in order for the Maker to execute, deliver, or perform any of its obligations under this Note or the Security Agreement. (d) No Violations. The execution and delivery of this Note and the Security Agreement and the consummation by the Maker of the transactions contemplated hereby and thereby do not and will not (i) violate any Law applicable to the Maker or by which any of its properties or assets may be bound; or (ii) constitute a default under any material agreement or contract by which the Maker may be bound. (e) Enforceability. Each of the Note and the Security Agreement is a valid, legal, and binding obligation of the Maker, enforceable against the Maker in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles (whether enforcement is sought by proceedings in equity or at law). (f) No Litigation. No action, suit, litigation, investigation, or proceeding of, or before, any arbitrator or Governmental Authority is pending or, to the knowledge of the Maker, threatened by or against the Maker or any of its property or assets (i) with respect to the Note, the Security Agreement, or any of the transactions contemplated hereby or thereby or (ii) that would reasonably be expected to have a Material Adverse Effect on the Maker's financial condition or the ability of the Maker to perform its obligations under this Note or the Security Agreement. 7. Affirmative Covenants. Until all amounts outstanding under this Note have been paid in full, the Maker shall: (a) Maintenance of Existence. (i) Preserve, renew, and maintain in full force and effect its organ izational'existence and (ii) take all reasonable action to maintain all rights, privileges, and franchises necessary or desirable in the normal conduct of its business. (b) Compliance. Comply with all Laws applicable to it and its business and its obligations under its material contracts and agreements. (c) . Payment Obligations. Pay, discharge, or otherwise satisfy at or before maturity or before they become delinquent, as the case may be, all its material obligations of whatever nature, except where the amount or validity thereof is currently being contested in good faith by appropriate proceedings. (d) Notice of Events of Default. As soon as possible and in any event within two (2) Business Days after it becomes aware that an Event of Default has occurred, notify the Holder in writing of the nature Page 5 of 12 and extent of such Event of Default and the action, if any, it has taken or proposes to take with respect to such Event of Default. (e) Financing Statements. The Maker agrees to assist the Holder in connection with the filing of any financing statements necessary to perfect Holder's security interest in the Collateral in all applicable jurisdictions, including without limitation by providing any information required to be included in such financing statements. (f) Separate Bank Account for Loan Proceeds. Maker shall keep Purchase Money Loan proceeds in accounts in established Florida banks, credit unions or savings and loan associations whose identity shall be disclosed in writing, with the identity and title of individuals whom the Maker authorizes to withdraw or write checks on Purchase Money Loan proceeds from the banking institution identified in the bank account disclosure. (g) Use of Purchase -Money Loan Proceeds. Maker shall use the Purchase -Money Loan proceeds solely to purchase the Project Assets and to perform a public purpose through implementation of the Project. Without limiting the foregoing, the Purchase -Money Loan proceeds may be used solely to pay for capital expenditures as defined in Treas. Reg. Section 1.150-1 and may not be for any other purpose including to pay for operating expenses, ordinary maintenance and repairs, or to acquire equipment having a useful life of less than one year. Maker shall use commercially reasonable best efforts to complete its acquisition of the Project Assets by or before December 1, 2023. If there are any funds disbursed to Maker that are not used to acquire Project Assets as identified in Exhibit A to the Security Agreement, Maker shall promptly return such funds to Holder or obtain Holder's prior written consent to acquire additional, specific Project Assets that will further enhance the Project. Further, in the event that the Maker uses any portion of the Purchase Money Loan proceeds for costs not associated with the Project or that do not constitute capital expenditures (collectively, "Non -Project Costs") and the Maker refuses or is unable to replace the amount so used into the segregated bank account required pursuant to Section 7(e), above, within thirty (30) calendar days from the date such unauthorized use is discovered, then the City Manager may demand the immediate return of such portion of the Purchase Money Loan proceeds as was used to pay for Non - Project Costs. The City Manager may also institute a moratorium on applications from the Maker_to City grants programs for a period of up to one (1) year. (h) Maintenance of ProiectAssets: Insurance. Until the Maturity Date, Maker shall (a) maintain and repair the Project Assets, (b) use the Project Assets for the benefit of the public and maintain all insurance required by the Loan Documents. Although Maker shall not have an affirmative obligation to upgrade or replace equipment, to the extent Maker acquires equipment that will be used in substitution of Collateral that is or become obsolete or irreparable, then such equipment will be included in the Collateral for all purposes. 0) Public Benefit Commitment. From such time as Maker shall have acquired material Project Assets (i_e., such Project Assets as are necessary to host events in furtherance of the Project in a meaningful manner) through the Maturity Date, as a material consideration for the making of the Purchase Money Loan on the favorable terms set forth in this Note, Maker shall fulfill or exceed the Public Benefit Commitment. Upon request, the Maker shall provide the City Manager with notice of all general activities that benefit the public and Project -related events for the City Manager's evaluation. In the event the City Manager concludes, as a result of such evaluation, that the Maker is not satisfying the Public Benefit Commitment or otherwise not in compliance with the terms of this Note or the Security Agreement, then the City Manager must provide in writing to the Maker, within thirty (30) business days of the date of said evaluation, notice of the inadequacy or deficiencies observed to provide Maker an opportunity to cure such inadequacy or deficiency. If Maker fails to address the areas of concern within thirty (30) calendar days of receipt of such notice from the City Manager, then the City Manager may, in his or her sole discretion, i Page 6 of 12 declare an Event of Default has occurred. The City Manager may also institute a moratorium on applications from the Maker to City grants programs for a period of up to one (1) year or until the deficient areas have been addressed to the satisfaction of the City Manager, whichever occurs first. Q) Annual Report. Commencing on the 3151 day of October, 2024 and continuing on the 31s1 day of October in each and every year thereafter until the Maturity Date, Maker shall submit a written report to the City Manager demonstrating with documentation acceptable to Holder that Maker fulfilled its Public Benefit Commitment during the immediately preceding twelve (12) month period. If requested by the City Manager, the Maker will pay for the expenses of obtaining a compilation statement and/or independent financial audit and accounting for the expenditure of the Purchase -Money Loan proceeds by an independent certified public accountant. (k) Compliance with Security Agreement Requirements. Maker shall comply with all requirements set forth in the Security Agreement, including, without limitation, the covenants in Section 4 of the Security Agreement relating to the location of the Collateral and required insurance. (1) Further Assurances. Upon the request of the Holder, promptly execute and deliver such further instruments and do or cause to be done such further acts as may be necessary or advisable to carry out the intent and purposes of this Note and the Security Agreement- (m) Documentary Stamps. Maker shall pay any documentary stamp or similar taxes that may be due to any Governmental Authority with respect to issuance of this Note, and will indemnify, defend and hold Holder harmless from any claim, loss, damage, or expense, including attorneys' fees and costs, that Holder may suffer or incur as a result of any failure of Maker to pay any such tax. 8. Negative Covenants. Until all amounts outstanding under this Note have been paid in full, the Maker shall not: (a) Indebtedness. Incur, create, or assume any Debt adversely affect Maker's ability to perform its obligations hereunder or that would encumber the Collateral in any way. (b) Liens. Incur, create, assume, or suffer to exist any Lien on the Collateral except for Liens created pursuant to the Security Agreement to secure Maker's indebtedness to Holder under this Note. (c) Line of Business. Enter into any business, directly or indirectly, except for those businesses in which the Maker is engaged on the date of this Note or that are reasonably related thereto (i.e., other cultural lines of business). 9. Events of Default. The occurrence and continuance of any of the following shall constitute an "Event of Default" hereunder: (a) Failure to Pay. The Maker fails to pay any interest, principal or any other amount when due pursuant to this Note and such failure continues for five (5) days. (b) Breach of Representations and Warranties. Any representation or warranty made by the Maker to the Holder herein, in the Purchase Agreement, or in the Security Agreement is incorrect in any material respect on the date as of which such representation or warranty was made. (c) Failure to Satisfy Public Benefit Commitment. The Maker fails to satisfy the Public Benefit Commitment required by Section 7(i)_ Page 7 of 12 (d) Breach of Covenants. The Maker fails to observe or perform (x) any covenant, condition, or agreement contained in Section 7 (excluding Section 7(i)) or Section 8 or (y) any other covenant, obligation, condition, or agreement contained in this Note or the Security Agreement, other than those specified in the immediately foregoing clause (i) and Sections 9(a) and 9(c), and such failure continues for thirty (30) days. (e) Cross -Defaults. The Maker fails to pay when due any of its Debt (other than Debt arising under this Note), or any interest or principle thereon, when due and such failure continues after the applicable grace period, if any, specified in the agreement or instrument relating to such Debt. (f) Bankruptcy. (i) The Maker commences any case, proceeding, or other action (A) under any existing or future Law relating to bankruptcy, insolvency, reorganization, or other relief of debtors, seeking to have an order for relief entered with respect to it, or seeking to adjudicate it as bankrupt or insolvent, or seeking reorganization, arrangement, adjustment, winding -up, liquidation, dissolution, composition, or other relief with respect to it or its debts or (B) seeking appointment of a receiver, trustee, custodian, conservator, or other similar official for it or for all or any substantial part of its assets, or the Maker makes a general assignment for the benefit of its creditors; (ii) There is commenced against the Maker any case, proceeding, or other action of a nature referred to in Section 9(f)(i) which (A) results in the entry of an order for relief or any such adjudication or appointment or (B) remains undismissed, undischarged, or unbonded for a period of sixty (60) days; (iii) There is commenced against the Maker any case, proceeding, or other action seeking issuance of a warrant of attachment, execution, or similar process against all or any substantial part of its assets which results in the entry of an order for any such relief which has not been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof; (iv) The Maker takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the acts set forth in Section 9(%) through (iii) above; or (v) The Maker is generally not, or shall be unable to, or admits in writing to Holder its inability to, pay its debts as they become due. (g) Judgments. One or more judgments or decrees shall be entered against the Maker and all of such judgments or decrees shall not have been vacated, discharged, or stayed or bonded pending appeal within sixty (60) days from the entry thereof. 10. Remedies. (i) If an Event of Default of the type described in Section 9(c) occurs (i.e. Maker fails to satisfy the Public Benefit Commitment in any year), provided that Maker voluntarily relinquishes all of the Collateral in good condition (reasonable wear and tear excepted) to Holder immediately upon Holder's demand, Holder agrees that it will look solely to the Collateral as its remedy and, upon receipt of same, all outstanding principal and accrued interest then remaining unpaid under this Note shall be extinguished. (ii) If any Event of Default (other than the type described in Section 9(c) or 9(e) hereof) has occurred and remains uncured, the holder of this Note may demand (by written notice delivered to Maker) immediate payment of all or any portion of the outstanding principal amount of this Note, together with all accrued interest thereon and other amounts payable under this Note, which amount shall become Page 8 of 12 immediately due and payable upon such demand. If an Event of Default of the type described in paragraph 9(e) has occurred, then all of the outstanding principal amount of this Note shall automatically be immediately due and payable without any action on the part of the holder of this Note. (iii) Holder shall also have any other rights which it may have been afforded under this Note or the Security Agreement at any time and any other rights which Holder may have pursuant to applicable Law. 11. Miscellaneous. (a) Notices. Whenever it is provided herein that notice, demand, request, consent, approval or other communication shall or may be given to, or served upon, either of the parties by the other, or whenever either of the parties desires to give or serve upon the other any notice, demand, request, consent, approval or other communication with respect hereto or to the Concession Area, each such notice, demand, request, consent, approval or other communication shall be in writing (whether or not so indicated elsewhere in this Agreement) and shall be effective for any purpose only if given or served in person with a signed receipt, by certified or registered U.S. Mail, return receipt requested, or by a recognized national courier service, postage prepaid in all instances, addressed as follows: Holder: If to the City of Miami Beach, at: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attn-. City Manager Phone: (305) 673-7010 with a copy to: City of Miami Beach 1700 Convention Center Drive Miami Beach, FL 33139 Attn: City Attorney Phone: (305) 673-7470 Maker: If to Miami Music Festival, at: Miami Music Festival, Inc. 1440 Ocean Drive. Miami Beach, FL 33139 Attention: Michael Rossi The Holder and the Maker may change the above mailing address at any time upon giving the other party written notification. All notices under this Concession Agreement must be in writing. (b) Attorney's Fees. If Holder is required to bring an action to enforce its rights under this Note or the Security Agreement, Holder shall be entitled to its reasonable attorneys' fees (including charges for paralegals and others working under the direction or supervision of Holder's attorneys), expenses and court costs, including sales and use taxes thereon. As used in this Note, attorney's fees shall include fees incurred in all matters of collection and enforcement, construction, and interpretation, before, during, and after trial, proceedings, and appeals, as well as appearances in and connected with bankruptcy proceedings or reorganization proceedings. Page 9 of 12 (c) Governing Law. This Note, the Security Agreement, and any claim, controversy, dispute, or cause of action (whether in contract or tort or otherwise) based upon, arising out of, or relating to this Note, the Security Agreement, and the transactions contemplated hereby and thereby shall be governed by the laws of the State of Florida. (d) Submission to Jurisdiction. (i) The Maker hereby irrevocably and unconditionally (i) agrees that any legal action, suit, or proceeding arising out of or relating to this Note or the Security Agreement may be brought in the courts of the State of Florida or of the United States of America for the Southern District of Florida, in each case, situated in Miami -Dade County, Florida and (ii) submits to the exclusive jurisdiction of any such court in any such action, suit, or proceeding. Final judgment against the Maker in any action, suit, or proceeding shall be conclusive and may be enforced in any other jurisdiction by suit on the judgment. (ii) Nothing in this Section 11(c) shall affect the right of the Holder to (A) commence legal proceedings or otherwise sue the Maker in any other court having jurisdiction over the Maker or (B) serve process upon the Maker in any manner authorized by the laws of any such jurisdiction. (e) Venue. The Maker irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Note or the Security Agreement in any court referred to in Section 11(d) and the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court. (fl Waiver of Jury Trial. THE MAKER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY RELATING TO THIS NOTE, THE SECURITY AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, WHETHER BASED ON CONTRACT, TORT, OR ANY OTHER THEORY. (g) Integration. This Note, the Purchase Agreement, and the Security Agreement constitute the entire contract between the Parties with respect to the subject matter hereof and supersede all previous agreements and understandings, oral or written, with respect thereto. (h) Successors and Assigns. This Note may be assigned or transferred by the Holder to any Person_ The Maker may not assign or transfer this Note or any of its rights hereunder without the prior written consent of the Holder. This Note shall inure to the benefit of, and be binding upon, the Parties and their permitted assigns. (i) Waiver of Notice. The Maker hereby waives demand for payment, presentment for payment, protest, notice of payment, notice of dishonor, notice of nonpayment, notice of acceleration of maturity, and diligence in taking any action to collect sums owing hereunder. 0) Amendments and Waivers. No term of this Note may be waived, modified, or amended except by an instrument in writing signed by both of the Parties. Any waiver of the terms hereof shall be effective only in the.specific instance and for the specific purpose given. (k) Headings. The headings of the various Sections and subsections herein are for reference only and shall not define, modify, expand, or limit any of the terms or provisions hereof. Page 10 of 12 (1) No Waiver: Cumulative Remedies. No failure to exercise, and no delay in exercising on the part of the Holder, of any right, remedy, power, or privilege hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. The rights, remedies, powers, and privileges herein provided are cumulative and not exclusive of any rights, remedies, powers, and privileges provided by law- (m) Electronic Execution. The words "execution," "signed," "signature," and words of similar import in the Note shall be deemed to include electronic or digital signatures or electronic records, each of which shall be of the same effect, validity, and enforceability as manually executed signatures or a paper - based record -keeping system, as the case may be, to the extent and as provided for under applicable law, including the Electronic Signatures in Global and National Commerce Act of 2000 (15 U.S.C. §§ 7001 to 7031), the Uniform Electronic Transactions Act (UETA), or any state law based on the UETA, including the New York Electronic Signatures and Records Act (N.Y. State Tech. §§ 301 to 309). (n) Severability. If any term or provision of this Note or the Security Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Note or the Security Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Note so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. [Signature Page Follows] Page 11 of 12 IN WITNESS WHEREOF, this Note has been executed effective as of the date first set forth above. MAKER: MIAMI MUSIC FESTIVAL, INC. By: STATE OF )4MKhW,, Texas COUNTY OF MAW Kaufman Print Name: Michael Rossi Title: President The foregoing instrument was acknowledged before me by means of ❑ physical presence or ifonline ota i f tt�hhg� 24th day of October 2023, by _(name)Michael Rossi as _(title) President for Mianq Nr�i�II ��stl�l I I _(company) He/she ( N/A ) is personally known to me or ( J ) produced DRIVER LICENSE as identification. Notary Public Print Name: Daphene Mayfield My Commission Expires: 09/01/2026 7l'IP4e/Daphene Mayfield O t y ID NUMBER P 13394381-1 COMMISSION EXPIRES September Notarized online using audio -video communication Page 12of12 EXHIBIT A PUBLIC BENEFIT COMMITMENT In addition to the obligations to pay interest and principal pursuant to the Note, as material consideration for the Holder's making of the Purchase Money Loan on favorable terms, Miami Music Festival, Inc. dba Miami Beach Classical Music Festival (Maker) will expand its free programming within the City of Miami Beach. The programming will be enhanced by state -of -the -projection mapping technology to continue transforming City of Miami Beach venues and facilities into free, fully immersive concert experiences for the community. The Maker will continue to enhance the image of Miami Beach as a sophisticated artistic destination, increasing residents' quality of life by providing free, unique indoor and outdoor cultural activations throughout the community. The ability to use building facades and other outdoor venues to project images that will allow for unique, immersive experiences for community members and visitors of all ages and backgrounds to attend. By using new, state-of-the-art technology Maker will blend different artistic genres and forms to provide enticing experiences for a wide variety of attendees. Without limiting the generality of the foregoing, Maker makes the following commitments to the Holder: Maker will present its annual five (5) week summer festival at public venues within the City of Miami Beach with a minimum of ten (10) shows (free admission), not less than five (5) of which will prominently feature state -of -the art projection mapping technology incorporating the Project Assets to complement free performances including full-scale opera productions, immersive symphonic concerts, and multiple Opera, Chamber, and Broadway concerts. For months that fall outside of the summer festival, Maker will present not less than two (2) musical performances per month during eight (8) months at public venues within the City of Miami Beach (free admission). A minimum of seven (7) of these performances (not counting the Winter Festival of Lights performances) will prominently feature state -of -the art projection mapping technology incorporating the Project Assets. The Maker shall use commercially reasonable best efforts, in collaboration with the Holder's Tourism and Culture and Marketing Departments, to ensure there is sufficient and appropriate publicity and marketing for all events to draw the largest possible audiences (subject to consultation with the Holder's Police and Fire Departments to ensure safety). The Maker will seek grant funding to enable it to produce and install an annual Winter Festival of Lights that will light up building facades in such area within the City of Miami Beach as the Maker and the Holder shall mutually agree with state-of-the-art mapping technology for a minimum of three (3) weekends, dates to be subject to the prior written approval of the City Manager or his or her designee each year. There will be a minimum of three (3) live musical performances on such dates as the Maker and the Holder shall mutually agree. In the event that the Maker is unable to secure the necessary funding for the Winter Festival of Lights in any year, the Maker and the City shall jointly determine the size and scale of the festival during such year given available resources. Notwithstanding the foregoing, the Maker shall use its best efforts to produce a full-scale festival each year with its current available staffing.