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Filing # 133186122 E-Filed 08/23/2021 11:35:42 AM
IN THE CIRCUIT COURT OF THE
9™ JUDICIAL CIRCUIT, IN AND FOR
OSCEOLA COUNTY, FLORIDA
PLATINUM ASSET FUNDING, LLC as
Successor in interest to PLATINUM RAPID
FUNDING GROUP LTD., CASE NO.:
Plaintiff,
VS.
SKY LIMITS TRANSPORT INC, a dissolved
Florida corporation; LEANDRO RADHAMES
RODRIGUEZ, an Individual, Jointly and severally
Defendant(s).
VERIFIED COMPLAINT.
Plaintiff, PLATINUM ASSET FUNDING, LLC ("PAFL") as successor in interest to
PLATINUM RAPID FUNDING GROUP LTD. ("PRFG"), by and through its attorney,
NATHAN A. SCHWARTZ, P.A., alleges as follows:
1 At all relevant times hereinafter mentioned, PRFG was, and still is, a
corporation organized under the laws of New York, with its last known principal place of
business located in Nassau County, New York.
2 At all relevant times hereinafter mentioned, PAFL was, and still is, a Delaware
Limited Liability Company with a place of business at 405 Lexington Avenue, 59 Floor,
NewYork, New York 10174 in New York County, New York.
3 Pursuant to the Transfer Statement and Bill of Sale, attached hereto as Exhibit
“A”, PAFL acquired certain collateral of PRFG as defined by the Uniform Commercial Code
and further set forth in the Bill of Sale, including the account that is the subject of this action.
4 For convenience herein, PRFG and PAFL shall be referred to as “Plaintiff” or
“Platinum”.
5 Defendant, SKY LIMITS TRANSPORT INC (hereinafter “Business
Defendant”), is a dissolved Florida corporation organized under the laws of Florida, with its
lastknown principal place of business located at 3520 Saxony Lane, Saint Cloud, Florida
34772.
6 Defendant, LEANDRO RADHAMES RODRIGUEZ, an Individual, jointly and
severally, (hereinafter "Defendant Personal Guarantor") is a resident of the State of Florida,
Osceola County.
7. Defendant Personal Guarantor is the owner and operator of the Business
Defendant.
8 Business Defendant and Defendant Personal Guarantor have consented to the
jurisdiction of this Court pursuant to the forum selection in the Agreement referenced below
AS AND FOR A FIRST CAUSE OF
ACTION AGAINST BUSINESS DEFENDANT
9 Plaintiff repeats and re-alleges the allegations contained in paragraphs "1"
through "8" above as though fully set forth herein at length.
10. On or about August 6, 2018, January 11, 2019, July 2, 2019, and January 21,
2020, Plaintiff entered into sales agreements with theBusiness Defendant (the "Agreements")
wherein the Business Defendant sold $176,250.00; $168,000.00; $189,000.00; and
$183,3000.00 (the "Purchased Amount") of its business revenue to Plaintiff, to be paid by
Plaintiff from a percentage of the Business Defendant's daily revenue, for upfront sums of
$125,000.00; $120,000.00; $135,000.00; and $130,000.00 (the "Purchase Price") from
Plaintiff. A copy of the Agreements are attached hereto as Exhibit "B"; Exhibit “C”:
Exhibit “D” and Exhibit SE”.
ll. Plaintiff fulfilled its obligations to the Defendants to provide the Purchase
Priceto Business Defendant as required by the Agreements.
12, During the course of the Agreements, the unpaid sums become due and
payable toPlaintiff in full as required by Plaintiff or pursuant to the terms of the Agreements
in the event of a default or breach of any covenants or warranties contained in the
Agreements. Any outstanding balance owed by the Business Defendant at the time of a
default became immediately due and payable to Plaintiff.
13. The Business Defendant defaulted under the terms of the Agreements by
breaching its representations and warranties to Plaintiff in violation of the Agreements.
14. The Business Defendant has refused to deliver all revenue of the Purchased
Amounts due pursuant to the Agreements, despite due demand, while the business still
endures,
15. The Business Defendant made payments totaling $_ aA eg 8 7. & Sunder
the Agreements, leaving an aggregate balance as of this date in the sum of $162,520.45 (the
"Balance"). A copy of transaction history(ies) is/are attached hereto as Exhibit "E"'.
16, The Business Defendant is in violation of the Agreements and has been in
breachand default since 3 fo ‘al @ XO (the "Date of the Breach"), and Business
Defendant refuses to deliver any of the revenue of the Purchased Amounts despite Plaintiff,
due demand therefore, allwhile the business still endures.
17. Therefore, the Business Defendant is liable to Plaintiff for the aggregate
Balance, plus interest at the allowable statutory rate from the Date of Breach through the
entry of judgmentherein.
AS AND FOR A SECOND CAUSE OF
ACTION AGAINST BUSINESS DEFENDANT
18. Plaintiff repeats and re-alleges the allegations contained in paragraphs "1"
through "17" above as though fully set forth herein at length.
19. The Business Defendant has utilized the Purchase Price Plaintiff tendered to
the Business Defendant pursuant to the Agreements.
20. The Business Defendant has failed to deliver the aggregate Balance to Plaintiff
as requiredby the Agreements despite Plaintiff’s sole and exclusive ownership of the
Purchase Amount.
21. The Business Defendant failed to deliver the aggregate Balance to Plaintiff as
required bythe Agreements and the Business Defendant is dissolved.
22. Therefore, the Business Defendant is liable to Plaintiff for the aggregate
Balance, plusinterest at the statutory rate from the Date of Breach through the entry of
judgment.
AS AN D FORA THIRD CAUSE OF ACTION
AGAINST DEFENDANT PERSONAL GUARANTORS
23. Plaintiff repeats and re-alleges the allegations contained in paragraphs "1"
through "22" above as though fully set forth herein at length.
24, As part of the Agreements, Defendant Personal Guarantor made a written
personal guarantee that the Business Defendant would perform pursuant to the Agreements to
Plaintiff and guarantee of the representations and warranties made to Plaintiff.
25. As set forth above, Business Defendant failed to perform according to the terms
and conditions of the Agreements, damaging Plaintiff in the amount of the aggregate Balance.
Therefore, Defendant Personal Guarantor is personally liable for the aggregate Balance pursuant
to the terms of thepersonal guarantee.
26. Defendant Personal Guarantor is currently in default and breach under the terms
of the Agreements so that the aggregate Balance, plus interest at Florida’s statutory interest
rate from the Date of Breach, is now due and owing to Plaintiff.
27. By reason of the foregoing, Defendant Personal Guarantor is jointly and
severally liable to Plaintiff for the aggregate Balance, plus interest at Florida’s statutory
interest ratefrom the Date of Breach through the entry of judgment herein.
AS AND FOR THE FOURTH CAUSE OF ACTION AGAINST
if
28. Plaintiff repeats and re-alleges the allegations contained in paragraphs "1"
through paragraphs "27" above as fully set forth herein at length.
29. The Agreements provides that in addition to all payments owed under the
Agreements, the Business Defendant agrees to pay all costs associated with a breach and the
enforcement thereof, including, but not limited to, court costs and attorneys’ fees and
disbursements.
30. Defendant Personal Guarantor agreed to pay costs, expenses and attomey's
feeswhich may be incurred as a result of the Seller's default under the Agreements.
31. Plaintiff has incurred and continues to incur expenses including attorney's fees,
which cannot be finally determined at this date, but which will be capable of determination
atsuch time as judgment may be entered.
32. By reason of the foregoing, Business Defendant and Defendant Personal
Guarantor are liable to Plaintiff for Plaintiff's expenses in regard to this litigation including
attorney's fees, in such amount as may be determined.
ASA A ND FOR A FIFTH Cc 'AUSE OF ACTI ON
AGAINST THE BUSINESS DEFENDANT
33. Plaintiff repeats and re-alleges the allegations contained in paragraphs "I"
through "32" above as though fully set forth herein at length.
34, Plaintiff is the sole, lawful, and exclusive owner of the aggregate Balance.
35, Plaintiff has not authorized Business Defendant or any other entity to possess
the aggregate Balance.
36. Business Defendant is unlawfully in possession of the aggregate Balance.
37. Business Defendant has deprived Plaintiff of its use and enjoyment of the
Balance.
38. Business Defendant has comingled the aggregate Balance with its operating
funds.
39. Therefore, Business Defendant is liable to Plaintiff for the aggregate Balance,
plus interestat the statutory rate from the Date of Breach through the entry of judgment
herein.
WHEREFORE, Defendants, SKY LIMITS TRANSPORT INC, a dissolved Florida
corporation; and LEANDRO RADHAMES RODRIGUEZ, an Individual, jointly and severally
are liable to Plaintiff for the aggregate Balance of $162,520.45, plus interest at Florida’s
statutory interest rate from : 10/20 X ) . through the entry of judgment herein,
as well as Plaintiff’s attorney's fees, costs and expenses incurred in prosecuting this action in
an amount tobe determined by the Court.
Dated. Ausust Coa 2021
Nathan A. Schwartz, P.A.
5255 North Federal Highway, Suite 305
Boca Raton, Florida 33487
Telephone (561) 347-8376
Fax: (561) 347-8396
E-mail: attyschwartz@yahoo.com
servicenas@yahoo.com
By:__/s/ Nathan A. Schwartz
Nathan A. Schwartz
FL Bar No. 511528
VERIFICATION
STATE OF FLORIDA )
)
COUNTY OF —_.---_)
Panis / Cf. M < C Vs bo , being duly sworn, deposes and states
the following:
Tam the General Counse [ __ for PLATINUM
ASSET FUNDING, LLC successor in interest to PLATINUM RAPID FUNNDING
GROUP LTD, and, as such, I am authorized tomake this Affidavit on behalf of
PLATINUM ASSET FUNDING, LLC. I have read the foregoing Verified Complaint
and know the contents thereof. The same is true to my knowledge, except as to the
matters therein stated to be alleged upon information and belief,and to those matters, I
believe them to be true.
{7 Dre lO —
Cn. INUM ASSET FUNDING, LLC, as
Successor in Interest to Platinum Rapid Funding
Group, LTD.
(Ait Korot
Sworn to before me on this Da [ dayof JO nee , 2021
ALLAE ey
Notary Public
pf oo E. MAy,
Sires Print Name: Wich \\e Nancuse
My Commission Expires:
=; QOTAR pe
ne: *N
Fuge MICHELLE MANCUSO
NOTARY PUBLIC
ek y STATE OF NEW JERSEY
EW eR pp 1D # 60143153
225 cezrrtia Tt MY_COMMISSION
EXPIRES NOV. 15, 2025
TRANSFER STATEMENT AND BILL OF SALE
PR ib
”
WHEREAS PRFG SPV #1 Delaware limited liability company (the “Debi or)
LL
having its chief executive office at c/o Platinum Rapid Funding Group Ltd, 348 RXR Pla a
Uniondale. New York 11556. has defaulted in connection with obligations secured by the
following property: all Collateral (as defined in the Uniform Commercial Code or if undefined
therein, in each of that certain (a) Credit and Security Agreement, dated as of Februar 1, 2018 (as
amended by the Waiver and First Amendment to the edit Agreement dated as of December 18.
2018, the Waiver and Second Amendment to the Cr it Agreement dated as of May 13, 2019, the
Third Amendment to C dit Agreement dated as of May 15, 2019, and the Fourth Amendment to
Credit Agreement dated of August 29. 2019, and as m: be further amended, restated.
supplemented or otherwi modified from time to time in accordance with the terms thereof, the
“2018 Cred. .
ent ) by and among Debtor, Platinum Rapid Funding Group Ltd. a New York
corporation ( Platinun }. the lenders from time to time party thereto Ns Lende ) and
PLATINUM ASSE FUNDING, LLC, a Delaware limited fiability compan (or any of its
successors of assigns, ~ “Arenaet *), as agent for such lenders (the dit and
O18 Agent’) and (b} €
Security Agreement, dated as of August 29, 2019 (as amended, restated. supplemented or
otherwise modified from time to time. the 2019 tAgr eoment’, together with the 2018 Credit
Agreement, the Agree! and each a Ag cH “) by and among Debtor.
Platinum, the lenders from time to time party thereto 2019 1 enders and Arena as agent for
such 2019 Lenders (together with 2018 Agent. collectively, the gent”)) (terms undefined herein
shall have the meanings ascribed to them in the Credit Agreements or in the UCC as defined
therein)
WHEREAS the Collateral excludes any equity interests of Debtor and includes, but is not
limited to: all Accounts, Bool Chattel Paper, ‘ommercial Tort Claiy Deposit Accounts
Equipment. Farm Products, Fixtures, General Intangibl Inventor Investment Prope:
Negotiable Instruments, Money, books and records, Securiti Receivables, ash Equivalents or
other assets of Debtor and all of the Proceeds and products, whether tangible or intangible, of any
of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating
to any or afl of the for. oing, and any and all Accounts, Records, Chattel Paper, Deposit Accounts,
Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property
Negotiable Collateral Pledged Intere: Supporting Ob tions, mone; or other tangible or
intangible property resulting from the sale, le license, exchange, collection, or other
Disposition of any of the foregoing. the proceeds of any av rd in condemnation with respect to
any of the foregoing, any rebates or refunds, whether for § or otherwi nd all proceeds of
any ch proceeds, or any portion thereof or in! est the in. and the proceeds thereof, and all
proceeds of any loss of, dam to, or destruction of the above, whether insured or not insured
and. to the extent not otherwise included, any indemnity, warranty, or guaranty able by son
of loss or damage to, or otherwise with respect to any of the foregoing (the “P: foo a Without
limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or
received when Investment Property or proceeds are sold, exchanged. collected, or otherwise
disposed of, whether such Disposition is voluntary or involuntary, and includes proceeds of any
indemnity or guaranty payable to the Debtor or the applicable Agent from time to time with res t
Bo 14843 1569,
Exit A
LEGAL
to any of the Investment Property. In addition, “Collateral” includes all Real Property Collateral
and all proceeds (as such term is defined in the UCC) thereof and other sand interests therein
granted in the applicable Transaction Documents related thereto:
WHEREAS Agent, having a mailing address of 405 Lexi ngton Avenue. 59th Floor, New
York, NY 16174,
s-mail: g a ia exercised its post-default
remedies with respect to the Collateral; and
WHEREAS, by reason of the exercise of such post-default remedies, Agent has acquired
the rights of Debtor in the Collateral;
NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS THAT:
In consideration of the sum of ONE MILLION DOLLARS ($1,000,000.00) cre ere dit bidl by
Agent as succe: ul bidder against the indebtedness owed by Debtor to Agent and the other
Secured Parties pursuant to the Credit Agreements, which indebtedness is in an amount of at le a2 ast
$19,257,439.62 (as of April 22, 2020). the receipt and sufficiency of which is here
4
acknowledged, Agent hereby sel gn conveys, trai sand delivers to PL JINUM AS
F JNDING, LLC, a Delaware limited liability company ( f free’), as purchaser, pursuant to
the pow Sgt nied by Sections 9-610 and 9-617 of Revised Article 9 of the New York siform:
Commercial Code, all of Debtor's right, title and interest in and to the Collateral. The transfer is
as is, where is, with faults, and Agent makes no representation, warranty, express or imp
except that Agent represents and w nts that as of the date hereof, it has good right to sell the
Collateral under Section 9-610 of the } ew York Uniform Commercial Code, fir ee and clear of any
security interest or lien as provided for in Section 9-617 of the New York Un orm Commercial
Code. For the avoidance of doubt, all indebtedness owed by Debtor to the Secured Parties and
unpaid as of the date hereof constitute: a deficiency in accordance with Section 9-616 of the of
Revised Article 9 of the New York Uniform Commercial Code.
On or after the date hereof, Agent will, at Agent’s sole expense. from time to time at
Transferee’s reasonable request, execute and deliver such further instrument and take or cause to
be taken such other action fo carry out the effect, intent and purpose of the conveyance, signment
and transfer to Transferee hereunder and otherwise in carrying out the intent and purposes of this
Transfer Statement and Bill of Sale.
[Signature page foliows|
LEGAL US_D # 14844 i569.2
IN WITNESS WHEREOF, the undersigned has executed this Transfer Statement and Bill
of Sale as of this (6th day of May, 2020,
PLATINUM
AS DING, LLC
By: Arena, 7its Manager
ZeZ
LCA en
ature oO “aurence Cutler
CERTIFICATE OF ACKNOWLEDGMENT
STATE OF NEW YORK, COUNTY OF NEW YORK, ss.
On the Jay of May, in the year 2020, before me, the undersigned, personally appeared
aul 2: eh.2 . personally known to me or proved to me on the basis of
satisfactory evidence to be the individual whose name is subscribed to the within instrument and
acknowledged to me that he executed the same in his capa ity and that, by his signature on the
instrument, the individual or entity on behalf of which the individual acted executed the
instrument.
Q
Kit
Notary Public of thes ‘Sui of ex Fork
PAUL LAWA Ne DY
NOTARY 9 AY W YORK
No. 02K oO
lit in
mission Exgiran 9 a2
LEGAL_U Be 1484315692.
DocuSign Envelope 10: 7D9702FF-4F17-4N2A-8149-7EABCS7821E8
A
PLATINUM
RAPID FUNDING GROUP LED,
ef
348 RXR Plaza, Uniondale, New York 11556
Ph, (516) 218-8080 F: (866) 395-8140
Customer Service Line (Toll free}: 1-(855} 955-0578
MERCHANT AGREEMENT
This Agreement dated 08/06/2018 between Platinum Rapid Funding Group, Ltd. (“FUNDER”) and the merchant listed
below (“MERCHANT”)
MERCHANT INFORMATION
Merchant's Legal Name: Sky Limits Transport, Inc. ae
D/B/A: Sky Limits Transport __. State of Incorporation: FL
Type of Entity: Corporation sean mene
Physical Address: 3520 Saxony Lane, Saint Cloud, FL34772 seven aoe
Mailing Address: 3520 Saxony Lane, Saint Cloud, FL34772 os
Date Business Started (mm, OBES ederal Ibi: ee
Business Number: Merchant Cell Phone;
PURCHASE AND SALE OF FUTURE RECEIVABLES
Merchant hereby sells, assigns and transfers to FUNDER (making FUNDER the absolute owner) in consideration of the funds
provided {“Purchase Price”) specified below, the “Specified Percentage” below of Merchant’s future accounts, contract rights and
other obligations arising from or relating to the payment of monies from Merchant's customers’ and/or other third party payors (the
“Receipts” definad as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary
course of the merchant's business}, for the payment of Merchant's sale of goods or services until the amount specified below (the
“Purchased Amount”) has been delivered by Merchant to FUNDER.
The Purchased Amount shall be delivered to FUNDER by Merchant's irrevocably authorizing only one depositing account acceptable
to FUNDER (the “Account”) to remit the percentage specified below (the “Specified Percentage”) of the Merchant's settlement
amounts due from each transaction, which time Merchant has delivered receivables totaling the Purchased Amount. Merchant
hereby authorizes FUNDER to ACH Debit the Specific Weekly Amount from the merchant’s bank account on a weekly basis and will
provide FUNDER with all required access codes, and monthly bank statements. Merchant understands that it is responsible for
ensuring that the Specified Percentage to be debited by FUNDER remains in the account and will be heid responsible for any fees
incurred by FUNDER resulting from a rejected ACH attempt or an event of default. (See Appendix A) FUNDER is not responsible for
Merchant Initials
Page 2of 11
Exhbt @
DocuSign Envelope {D: 708702FF-4F17-4D24-8149-7EABC37821E8
any overdrafts or rejected transactions that may result from FUNDER’S ACH debiting any amounts under the terms of this,
agreement. FUNDER will debit the Specific Weekly Amount each business day and upon receipt of the Merchants monthly bank
statements to reconcile the Merchant's account by either crediting or debiting the difference from or back to the Merchant's bank
account so that the amount debited per month equals the specified percentage. Upan written request by Merchant to FUNDER fora
true-up, Merchant shail provide FUNDER with web access to business primary bank account and/or additional financial documents
to allow for reconciliation. In the event Merchant fails to provide web access to bank account, Merchant shail send their bank
statements to FUNDER by the 25th day of the month to allow FUNDER to perform reconciliation. In the event a reconciliation
demonstrates an overage paid by Merchant, FUNDER shall apply the overage forward. FUNDER may, upon Merchant's request,
adjust the amount the Specified Percentage due under this Agreement at FUNDER’s sole discretion and as it deems appropriate.
Notwithstanding anything to the contrary in this Agreement or any other agreement between FUNDER and Merchant, upon the
violation of any provision contained in Section 1.3 and 1.10 of the MERCHANT AGREEMENT TERMS AND CONDITIONS or the
occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT TERMS AND CONDITIONS, the Specified
Percentage shall equal 100%. A list of all fees applicable under this agreement is contained in Appendix A.
The Specified Percentage as stated below is based upon the Merchant's average weekly gross receipts generated in the past four
months, Based upon this formula, FUNDER has determined Merchant's expected future weekly receipts to be $39,341.56 . The
below Specific Weekly Amount has been determined by this formula and may be reconciled each month hereafter.
Purchase Price: $125,000.09 Specified Percentage: 16%
Specific Weekly Amount: $6,294.64 Purchased Amount: $176,250.00
THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION, THE “MERCHANT SECURITY AGREEMENT” AND “AUTHORIZATION
FORMS HEREOF ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS MERCHANT AGREEMENT.
FOR THE MERCHANT (#1)
sro DecuSignad by:
*
By: Leandro Radhames Rodriquez, Owner oo _ < Sign Here
tox enenenned
(Print Name and Title) (8 )
FOR THE MERCHANT (82)
peer
By:
(Print Name and Title) ‘Signatare)
Preview
Filing # 133186122 E-Filed 08/23/2021 11:35:42 AM IN THE CIRCUIT COURT OF THE 9™ JUDICIAL CIRCUIT, IN AND FOR OSCEOLA COUNTY, FLORIDA PLATINUM ASSET FUNDING, LLC as Successor in interest to PLATINUM RAPID FUNDING GROUP LTD., CASE NO.: Plaintiff, VS. SKY LIMITS TRANSPORT INC, a dissolved Florida corporation; LEANDRO RADHAMES RODRIGUEZ, an Individual, Jointly and severally Defendant(s). VERIFIED COMPLAINT. Plaintiff, PLATINUM ASSET FUNDING, LLC ("PAFL") as successor in interest to PLATINUM RAPID FUNDING GROUP LTD. ("PRFG"), by and through its attorney, NATHAN A. SCHWARTZ, P.A., alleges as follows: 1 At all relevant times hereinafter mentioned, PRFG was, and still is, a corporation organized under the laws of New York, with its last known principal place of business located in Nassau County, New York. 2 At all relevant times hereinafter mentioned, PAFL was, and still is, a Delaware Limited Liability Company with a place of business at 405 Lexington Avenue, 59 Floor, NewYork, New York 10174 in New York County, New York. 3 Pursuant to the Transfer Statement and Bill of Sale, attached hereto as Exhibit “A”, PAFL acquired certain collateral of PRFG as defined by the Uniform Commercial Code and further set forth in the Bill of Sale, including the account that is the subject of this action. 4 For convenience herein, PRFG and PAFL shall be referred to as “Plaintiff” or “Platinum”. 5 Defendant, SKY LIMITS TRANSPORT INC (hereinafter “Business Defendant”), is a dissolved Florida corporation organized under the laws of Florida, with its lastknown principal place of business located at 3520 Saxony Lane, Saint Cloud, Florida 34772. 6 Defendant, LEANDRO RADHAMES RODRIGUEZ, an Individual, jointly and severally, (hereinafter "Defendant Personal Guarantor") is a resident of the State of Florida, Osceola County. 7. Defendant Personal Guarantor is the owner and operator of the Business Defendant. 8 Business Defendant and Defendant Personal Guarantor have consented to the jurisdiction of this Court pursuant to the forum selection in the Agreement referenced below AS AND FOR A FIRST CAUSE OF ACTION AGAINST BUSINESS DEFENDANT 9 Plaintiff repeats and re-alleges the allegations contained in paragraphs "1" through "8" above as though fully set forth herein at length. 10. On or about August 6, 2018, January 11, 2019, July 2, 2019, and January 21, 2020, Plaintiff entered into sales agreements with theBusiness Defendant (the "Agreements") wherein the Business Defendant sold $176,250.00; $168,000.00; $189,000.00; and $183,3000.00 (the "Purchased Amount") of its business revenue to Plaintiff, to be paid by Plaintiff from a percentage of the Business Defendant's daily revenue, for upfront sums of $125,000.00; $120,000.00; $135,000.00; and $130,000.00 (the "Purchase Price") from Plaintiff. A copy of the Agreements are attached hereto as Exhibit "B"; Exhibit “C”: Exhibit “D” and Exhibit SE”. ll. Plaintiff fulfilled its obligations to the Defendants to provide the Purchase Priceto Business Defendant as required by the Agreements. 12, During the course of the Agreements, the unpaid sums become due and payable toPlaintiff in full as required by Plaintiff or pursuant to the terms of the Agreements in the event of a default or breach of any covenants or warranties contained in the Agreements. Any outstanding balance owed by the Business Defendant at the time of a default became immediately due and payable to Plaintiff. 13. The Business Defendant defaulted under the terms of the Agreements by breaching its representations and warranties to Plaintiff in violation of the Agreements. 14. The Business Defendant has refused to deliver all revenue of the Purchased Amounts due pursuant to the Agreements, despite due demand, while the business still endures, 15. The Business Defendant made payments totaling $_ aA eg 8 7. & Sunder the Agreements, leaving an aggregate balance as of this date in the sum of $162,520.45 (the "Balance"). A copy of transaction history(ies) is/are attached hereto as Exhibit "E"'. 16, The Business Defendant is in violation of the Agreements and has been in breachand default since 3 fo ‘al @ XO (the "Date of the Breach"), and Business Defendant refuses to deliver any of the revenue of the Purchased Amounts despite Plaintiff, due demand therefore, allwhile the business still endures. 17. Therefore, the Business Defendant is liable to Plaintiff for the aggregate Balance, plus interest at the allowable statutory rate from the Date of Breach through the entry of judgmentherein. AS AND FOR A SECOND CAUSE OF ACTION AGAINST BUSINESS DEFENDANT 18. Plaintiff repeats and re-alleges the allegations contained in paragraphs "1" through "17" above as though fully set forth herein at length. 19. The Business Defendant has utilized the Purchase Price Plaintiff tendered to the Business Defendant pursuant to the Agreements. 20. The Business Defendant has failed to deliver the aggregate Balance to Plaintiff as requiredby the Agreements despite Plaintiff’s sole and exclusive ownership of the Purchase Amount. 21. The Business Defendant failed to deliver the aggregate Balance to Plaintiff as required bythe Agreements and the Business Defendant is dissolved. 22. Therefore, the Business Defendant is liable to Plaintiff for the aggregate Balance, plusinterest at the statutory rate from the Date of Breach through the entry of judgment. AS AN D FORA THIRD CAUSE OF ACTION AGAINST DEFENDANT PERSONAL GUARANTORS 23. Plaintiff repeats and re-alleges the allegations contained in paragraphs "1" through "22" above as though fully set forth herein at length. 24, As part of the Agreements, Defendant Personal Guarantor made a written personal guarantee that the Business Defendant would perform pursuant to the Agreements to Plaintiff and guarantee of the representations and warranties made to Plaintiff. 25. As set forth above, Business Defendant failed to perform according to the terms and conditions of the Agreements, damaging Plaintiff in the amount of the aggregate Balance. Therefore, Defendant Personal Guarantor is personally liable for the aggregate Balance pursuant to the terms of thepersonal guarantee. 26. Defendant Personal Guarantor is currently in default and breach under the terms of the Agreements so that the aggregate Balance, plus interest at Florida’s statutory interest rate from the Date of Breach, is now due and owing to Plaintiff. 27. By reason of the foregoing, Defendant Personal Guarantor is jointly and severally liable to Plaintiff for the aggregate Balance, plus interest at Florida’s statutory interest ratefrom the Date of Breach through the entry of judgment herein. AS AND FOR THE FOURTH CAUSE OF ACTION AGAINST if 28. Plaintiff repeats and re-alleges the allegations contained in paragraphs "1" through paragraphs "27" above as fully set forth herein at length. 29. The Agreements provides that in addition to all payments owed under the Agreements, the Business Defendant agrees to pay all costs associated with a breach and the enforcement thereof, including, but not limited to, court costs and attorneys’ fees and disbursements. 30. Defendant Personal Guarantor agreed to pay costs, expenses and attomey's feeswhich may be incurred as a result of the Seller's default under the Agreements. 31. Plaintiff has incurred and continues to incur expenses including attorney's fees, which cannot be finally determined at this date, but which will be capable of determination atsuch time as judgment may be entered. 32. By reason of the foregoing, Business Defendant and Defendant Personal Guarantor are liable to Plaintiff for Plaintiff's expenses in regard to this litigation including attorney's fees, in such amount as may be determined. ASA A ND FOR A FIFTH Cc 'AUSE OF ACTI ON AGAINST THE BUSINESS DEFENDANT 33. Plaintiff repeats and re-alleges the allegations contained in paragraphs "I" through "32" above as though fully set forth herein at length. 34, Plaintiff is the sole, lawful, and exclusive owner of the aggregate Balance. 35, Plaintiff has not authorized Business Defendant or any other entity to possess the aggregate Balance. 36. Business Defendant is unlawfully in possession of the aggregate Balance. 37. Business Defendant has deprived Plaintiff of its use and enjoyment of the Balance. 38. Business Defendant has comingled the aggregate Balance with its operating funds. 39. Therefore, Business Defendant is liable to Plaintiff for the aggregate Balance, plus interestat the statutory rate from the Date of Breach through the entry of judgment herein. WHEREFORE, Defendants, SKY LIMITS TRANSPORT INC, a dissolved Florida corporation; and LEANDRO RADHAMES RODRIGUEZ, an Individual, jointly and severally are liable to Plaintiff for the aggregate Balance of $162,520.45, plus interest at Florida’s statutory interest rate from : 10/20 X ) . through the entry of judgment herein, as well as Plaintiff’s attorney's fees, costs and expenses incurred in prosecuting this action in an amount tobe determined by the Court. Dated. Ausust Coa 2021 Nathan A. Schwartz, P.A. 5255 North Federal Highway, Suite 305 Boca Raton, Florida 33487 Telephone (561) 347-8376 Fax: (561) 347-8396 E-mail: attyschwartz@yahoo.com servicenas@yahoo.com By:__/s/ Nathan A. Schwartz Nathan A. Schwartz FL Bar No. 511528 VERIFICATION STATE OF FLORIDA ) ) COUNTY OF —_.---_) Panis / Cf. M < C Vs bo , being duly sworn, deposes and states the following: Tam the General Counse [ __ for PLATINUM ASSET FUNDING, LLC successor in interest to PLATINUM RAPID FUNNDING GROUP LTD, and, as such, I am authorized tomake this Affidavit on behalf of PLATINUM ASSET FUNDING, LLC. I have read the foregoing Verified Complaint and know the contents thereof. The same is true to my knowledge, except as to the matters therein stated to be alleged upon information and belief,and to those matters, I believe them to be true. {7 Dre lO — Cn. INUM ASSET FUNDING, LLC, as Successor in Interest to Platinum Rapid Funding Group, LTD. (Ait Korot Sworn to before me on this Da [ dayof JO nee , 2021 ALLAE ey Notary Public pf oo E. MAy, Sires Print Name: Wich \\e Nancuse My Commission Expires: =; QOTAR pe ne: *N Fuge MICHELLE MANCUSO NOTARY PUBLIC ek y STATE OF NEW JERSEY EW eR pp 1D # 60143153 225 cezrrtia Tt MY_COMMISSION EXPIRES NOV. 15, 2025 TRANSFER STATEMENT AND BILL OF SALE PR ib ” WHEREAS PRFG SPV #1 Delaware limited liability company (the “Debi or) LL having its chief executive office at c/o Platinum Rapid Funding Group Ltd, 348 RXR Pla a Uniondale. New York 11556. has defaulted in connection with obligations secured by the following property: all Collateral (as defined in the Uniform Commercial Code or if undefined therein, in each of that certain (a) Credit and Security Agreement, dated as of Februar 1, 2018 (as amended by the Waiver and First Amendment to the edit Agreement dated as of December 18. 2018, the Waiver and Second Amendment to the Cr it Agreement dated as of May 13, 2019, the Third Amendment to C dit Agreement dated as of May 15, 2019, and the Fourth Amendment to Credit Agreement dated of August 29. 2019, and as m: be further amended, restated. supplemented or otherwi modified from time to time in accordance with the terms thereof, the “2018 Cred. . ent ) by and among Debtor, Platinum Rapid Funding Group Ltd. a New York corporation ( Platinun }. the lenders from time to time party thereto Ns Lende ) and PLATINUM ASSE FUNDING, LLC, a Delaware limited fiability compan (or any of its successors of assigns, ~ “Arenaet *), as agent for such lenders (the dit and O18 Agent’) and (b} € Security Agreement, dated as of August 29, 2019 (as amended, restated. supplemented or otherwise modified from time to time. the 2019 tAgr eoment’, together with the 2018 Credit Agreement, the Agree! and each a Ag cH “) by and among Debtor. Platinum, the lenders from time to time party thereto 2019 1 enders and Arena as agent for such 2019 Lenders (together with 2018 Agent. collectively, the gent”)) (terms undefined herein shall have the meanings ascribed to them in the Credit Agreements or in the UCC as defined therein) WHEREAS the Collateral excludes any equity interests of Debtor and includes, but is not limited to: all Accounts, Bool Chattel Paper, ‘ommercial Tort Claiy Deposit Accounts Equipment. Farm Products, Fixtures, General Intangibl Inventor Investment Prope: Negotiable Instruments, Money, books and records, Securiti Receivables, ash Equivalents or other assets of Debtor and all of the Proceeds and products, whether tangible or intangible, of any of the foregoing, including proceeds of insurance or Commercial Tort Claims covering or relating to any or afl of the for. oing, and any and all Accounts, Records, Chattel Paper, Deposit Accounts, Equipment, Fixtures, General Intangibles, Inventory, Investment Property, Intellectual Property Negotiable Collateral Pledged Intere: Supporting Ob tions, mone; or other tangible or intangible property resulting from the sale, le license, exchange, collection, or other Disposition of any of the foregoing. the proceeds of any av rd in condemnation with respect to any of the foregoing, any rebates or refunds, whether for § or otherwi nd all proceeds of any ch proceeds, or any portion thereof or in! est the in. and the proceeds thereof, and all proceeds of any loss of, dam to, or destruction of the above, whether insured or not insured and. to the extent not otherwise included, any indemnity, warranty, or guaranty able by son of loss or damage to, or otherwise with respect to any of the foregoing (the “P: foo a Without limiting the generality of the foregoing, the term “Proceeds” includes whatever is receivable or received when Investment Property or proceeds are sold, exchanged. collected, or otherwise disposed of, whether such Disposition is voluntary or involuntary, and includes proceeds of any indemnity or guaranty payable to the Debtor or the applicable Agent from time to time with res t Bo 14843 1569, Exit A LEGAL to any of the Investment Property. In addition, “Collateral” includes all Real Property Collateral and all proceeds (as such term is defined in the UCC) thereof and other sand interests therein granted in the applicable Transaction Documents related thereto: WHEREAS Agent, having a mailing address of 405 Lexi ngton Avenue. 59th Floor, New York, NY 16174, s-mail: g a ia exercised its post-default remedies with respect to the Collateral; and WHEREAS, by reason of the exercise of such post-default remedies, Agent has acquired the rights of Debtor in the Collateral; NOW, THEREFORE, KNOW ALL MEN BY THESE PRESENTS THAT: In consideration of the sum of ONE MILLION DOLLARS ($1,000,000.00) cre ere dit bidl by Agent as succe: ul bidder against the indebtedness owed by Debtor to Agent and the other Secured Parties pursuant to the Credit Agreements, which indebtedness is in an amount of at le a2 ast $19,257,439.62 (as of April 22, 2020). the receipt and sufficiency of which is here 4 acknowledged, Agent hereby sel gn conveys, trai sand delivers to PL JINUM AS F JNDING, LLC, a Delaware limited liability company ( f free’), as purchaser, pursuant to the pow Sgt nied by Sections 9-610 and 9-617 of Revised Article 9 of the New York siform: Commercial Code, all of Debtor's right, title and interest in and to the Collateral. The transfer is as is, where is, with faults, and Agent makes no representation, warranty, express or imp except that Agent represents and w nts that as of the date hereof, it has good right to sell the Collateral under Section 9-610 of the } ew York Uniform Commercial Code, fir ee and clear of any security interest or lien as provided for in Section 9-617 of the New York Un orm Commercial Code. For the avoidance of doubt, all indebtedness owed by Debtor to the Secured Parties and unpaid as of the date hereof constitute: a deficiency in accordance with Section 9-616 of the of Revised Article 9 of the New York Uniform Commercial Code. On or after the date hereof, Agent will, at Agent’s sole expense. from time to time at Transferee’s reasonable request, execute and deliver such further instrument and take or cause to be taken such other action fo carry out the effect, intent and purpose of the conveyance, signment and transfer to Transferee hereunder and otherwise in carrying out the intent and purposes of this Transfer Statement and Bill of Sale. [Signature page foliows| LEGAL US_D # 14844 i569.2 IN WITNESS WHEREOF, the undersigned has executed this Transfer Statement and Bill of Sale as of this (6th day of May, 2020, PLATINUM AS DING, LLC By: Arena, 7its Manager ZeZ LCA en ature oO “aurence Cutler CERTIFICATE OF ACKNOWLEDGMENT STATE OF NEW YORK, COUNTY OF NEW YORK, ss. On the Jay of May, in the year 2020, before me, the undersigned, personally appeared aul 2: eh.2 . personally known to me or proved to me on the basis of satisfactory evidence to be the individual whose name is subscribed to the within instrument and acknowledged to me that he executed the same in his capa ity and that, by his signature on the instrument, the individual or entity on behalf of which the individual acted executed the instrument. Q Kit Notary Public of thes ‘Sui of ex Fork PAUL LAWA Ne DY NOTARY 9 AY W YORK No. 02K oO lit in mission Exgiran 9 a2 LEGAL_U Be 1484315692. DocuSign Envelope 10: 7D9702FF-4F17-4N2A-8149-7EABCS7821E8 A PLATINUM RAPID FUNDING GROUP LED, ef 348 RXR Plaza, Uniondale, New York 11556 Ph, (516) 218-8080 F: (866) 395-8140 Customer Service Line (Toll free}: 1-(855} 955-0578 MERCHANT AGREEMENT This Agreement dated 08/06/2018 between Platinum Rapid Funding Group, Ltd. (“FUNDER”) and the merchant listed below (“MERCHANT”) MERCHANT INFORMATION Merchant's Legal Name: Sky Limits Transport, Inc. ae D/B/A: Sky Limits Transport __. State of Incorporation: FL Type of Entity: Corporation sean mene Physical Address: 3520 Saxony Lane, Saint Cloud, FL34772 seven aoe Mailing Address: 3520 Saxony Lane, Saint Cloud, FL34772 os Date Business Started (mm, OBES ederal Ibi: ee Business Number: Merchant Cell Phone; PURCHASE AND SALE OF FUTURE RECEIVABLES Merchant hereby sells, assigns and transfers to FUNDER (making FUNDER the absolute owner) in consideration of the funds provided {“Purchase Price”) specified below, the “Specified Percentage” below of Merchant’s future accounts, contract rights and other obligations arising from or relating to the payment of monies from Merchant's customers’ and/or other third party payors (the “Receipts” definad as all payments made by cash, check, electronic transfer or other form of monetary payment in the ordinary course of the merchant's business}, for the payment of Merchant's sale of goods or services until the amount specified below (the “Purchased Amount”) has been delivered by Merchant to FUNDER. The Purchased Amount shall be delivered to FUNDER by Merchant's irrevocably authorizing only one depositing account acceptable to FUNDER (the “Account”) to remit the percentage specified below (the “Specified Percentage”) of the Merchant's settlement amounts due from each transaction, which time Merchant has delivered receivables totaling the Purchased Amount. Merchant hereby authorizes FUNDER to ACH Debit the Specific Weekly Amount from the merchant’s bank account on a weekly basis and will provide FUNDER with all required access codes, and monthly bank statements. Merchant understands that it is responsible for ensuring that the Specified Percentage to be debited by FUNDER remains in the account and will be heid responsible for any fees incurred by FUNDER resulting from a rejected ACH attempt or an event of default. (See Appendix A) FUNDER is not responsible for Merchant Initials Page 2of 11 Exhbt @ DocuSign Envelope {D: 708702FF-4F17-4D24-8149-7EABC37821E8 any overdrafts or rejected transactions that may result from FUNDER’S ACH debiting any amounts under the terms of this, agreement. FUNDER will debit the Specific Weekly Amount each business day and upon receipt of the Merchants monthly bank statements to reconcile the Merchant's account by either crediting or debiting the difference from or back to the Merchant's bank account so that the amount debited per month equals the specified percentage. Upan written request by Merchant to FUNDER fora true-up, Merchant shail provide FUNDER with web access to business primary bank account and/or additional financial documents to allow for reconciliation. In the event Merchant fails to provide web access to bank account, Merchant shail send their bank statements to FUNDER by the 25th day of the month to allow FUNDER to perform reconciliation. In the event a reconciliation demonstrates an overage paid by Merchant, FUNDER shall apply the overage forward. FUNDER may, upon Merchant's request, adjust the amount the Specified Percentage due under this Agreement at FUNDER’s sole discretion and as it deems appropriate. Notwithstanding anything to the contrary in this Agreement or any other agreement between FUNDER and Merchant, upon the violation of any provision contained in Section 1.3 and 1.10 of the MERCHANT AGREEMENT TERMS AND CONDITIONS or the occurrence of an Event of Default under Section 3 of the MERCHANT AGREEMENT TERMS AND CONDITIONS, the Specified Percentage shall equal 100%. A list of all fees applicable under this agreement is contained in Appendix A. The Specified Percentage as stated below is based upon the Merchant's average weekly gross receipts generated in the past four months, Based upon this formula, FUNDER has determined Merchant's expected future weekly receipts to be $39,341.56 . The below Specific Weekly Amount has been determined by this formula and may be reconciled each month hereafter. Purchase Price: $125,000.09 Specified Percentage: 16% Specific Weekly Amount: $6,294.64 Purchased Amount: $176,250.00 THE TERMS, DEFINITIONS, CONDITIONS AND INFORMATION, THE “MERCHANT SECURITY AGREEMENT” AND “AUTHORIZATION FORMS HEREOF ARE HEREBY INCORPORATED IN AND MADE A PART OF THIS MERCHANT AGREEMENT. FOR THE MERCHANT (#1) sro DecuSignad by: * By: Leandro Radhames Rodriquez, Owner oo _ < Sign Here tox enenenned (Print Name and Title) (8 ) FOR THE MERCHANT (82) peer By: (Print Name and Title) ‘Signatare)