Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement as of the Effective Date. Effective Date: 9/27/2023 Minimum Offering: $0.00 Offering Name: SciMar Ltd. Total Offering Amount: $55,000,000.00 Offering Exemption: • Rule 506(b) of Regulation D • Rule 506(c) of Regulation D X Regulation A • Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Entity Name: SciMar Ltd. Jurisdiction: Manitoba, Canada By: s//: Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx With a copy to: Address: 000 Xxxx Xxxxxx X Xxxxxxx Xxxxxxxx, X0X0X0 Xxxxxx MANAGER: Entity Name: Texture Capital, Inc. Jurisdiction: Delaware By: s//: Xxxxxxx X Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CEO Date: 10/25/2023 Email: xxxxxxx@xxxxxxx.xxxxxxx Address: 00 Xxxxxx Xxxxx Brooklyn, New York 11231 NCPS: North Capital Private Securities Corporation Jurisdiction: Delaware By: s//: Xxxxxx Xxxxxxxx Name: Xxxxxx Xxxxxxxx Title: Managing Director Date: 10/25/2023 Email: xxxxx@xxxxxxxxxxxx.xxx With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx Address: 000 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx, Xxxx 00000 By signing below, I-Bankers Direct LLC (“Prior Manager”) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ None. ⌧X Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 (amount) to be received by n/a (date), as such amount and date may be amended as provided in the Offering Document. o Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager represents, warrants and covenants to NCPS:
Appears in 1 contract
Samples: Escrow Agreement (SciMar Ltd.)
Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. [Signatures appear on following page(s).] In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 10/19/2022 Offering Name: YXXX - Series A, a series of YSMD, LLC Minimum Offering: $0.00 Offering Name: SciMar Ltd. (including offline investments and in kind contributions and similar creditable amounts) Total Offering Amount: $55,000,000.00 4,514,621.00 Offering Exemption: • · Rule 506(b) of Regulation D • · Rule 506(c) of Regulation D · X Regulation A • · Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Entity Name: SciMar Ltd. YSMD - Series A, a series of YSMD, LLC Entity Name: YSMD, LLC Jurisdiction: Manitoba, Canada Delaware Jurisdiction: Delaware By: s///s/ Wxxxxx Xxxx By: Xxxxxxx Xxxxxxxxx /s/ Wxxxxx Xxxx (Signature) (Signature) Name: Xxxxxxx Xxxxxxxxx Wxxxxx Xxxx Name: Wxxxxx Xxxx Title: Chief Financial Business Officer Title: Chief Business Officer Date: 10/19/2022 Date: 10/19/2022 Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx wxxxxx.xxxx@xxxxxxxxxx.xx Email: wxxxxx.xxxx@xxxxxxxxxx.xx With a copy to: With a copy to: Address: 700 0xx xxx xxxxx 000 Xxxx Xxxxxx X Xxxxxxx XxxxxxxxAddress: 700 0xx xxx xxxxx 000 new york, X0X0X0 Xxxxxx ny 10000 xxx xxxx, xx 00000 MANAGER: PLATFORM: Entity Name: Texture CapitalDalmore Group, Inc. LLC Entity Name: CollabHome Jurisdiction: New York Jurisdiction: Delaware By: s///s/ Exxx Xxxxxx By: Xxxxxxx X Xxxxxxx /s/ Wxxxxx Xxxx (Signature) (Signature) Name: Xxxxxxx X. Xxxxxxx Exxx Xxxxxx Name: Wxxxxx Xxxx Title: CEO Chairman Title: Chief Business Officer Date: 10/25/2023 10/19/2022 Date: 10/19/2022 Email: xxxxxxx@xxxxxxx.xxxxxxx exxx@xxxxxxxxx.xxx Email: wxxxxx.xxxx@xxxxxxxxxx.xx Address: 00 Xxxxxx Xxxxx Brooklyn525 Green Place Address: 700 0xx xxx xxxxx 000 Wxxxxxxx, New York 11231 NY 11598 new york, ny 10151 NCPS: North Capital Private Securities Corporation Jurisdiction: Delaware By: s//: Xxxxxx /s/ Lxxxxx Xxxxxxxx (Signature) Name: Xxxxxx Lxxxxx Xxxxxxxx Title: Managing Director Date: 10/25/2023 10/19/2022 Email: xxxxx@xxxxxxxxxxxx.xxx jxxxx@xxxxxxxxxxxx.xxx With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx lxxxxxxxx@xxxxxxxxxxxx.xxx dxxxxxx@xxxxxxxxxxxx.xxx Address: 000 600 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 XxxxxxxMidvale, Xxxx 00000 By signing Utah 84047 Issuer Party Payment Information: · X Use payment information currently on file with NCPS; or Complete the payment information below, I-Bankers Direct LLC (“Prior Manager”) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC ByCredit Card ACH/Wire Information Name on Card: s//: Xxx Xxxxxx Bank Name: Xxx Xxxxxx TitleCredit Card Number: CEO DateAccount Holder Name: 10/25/2023 Expiration Date (MM/YY): Routing Number: Billing Address: Account Number: Account Type (Checking/Savings): Billing Contact Person Name: Email: Telephone Number: EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ None. ⌧X Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 (amount) to be received by n/a (date), as such amount and date may be amended as provided in the Offering Document. o Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager represents, warrants and covenants to NCPS:
Appears in 1 contract
Samples: Escrow Agreement (Ysmd, LLC)
Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. [Signatures appear on following page(s).] In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 5/2/2023 Offering Name: Series Justify ‘21, a series of Commonwealth Thoroughbreds LLC Minimum Offering: $0.00 Offering Name: SciMar Ltd. 78, 554.00 Total Offering Amount: $55,000,000.00 314,400.00 Offering Exemption: • ● Rule 506(b) of Regulation regulation D • ● Rule 506(c) of Regulation D X ● Regulation A • ● Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Series Justify ‘21, a series of Entity Name: SciMar Ltd. Commonwealth Thoroughbreds LLC Entity Name: Commonwealth Thoroughbreds LLC Jurisdiction: Manitoba, Canada Delaware Jurisdiction: Delaware By: s///s/ Bxxxx Xxxxxxxx By: Xxxxxxx Xxxxxxxxx /s/ Bxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx Bxxxx Xxxxxxxx Name: Bxxxx Xxxxxxxx Title: Chief Financial Officer CEO Title: CEO Date: 5/2/2023 Date: 5/2/20223 Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx bxxxx@xxxxxxxxxxxxxxxx.xxx Email: bxxxx@xxxxxxxxxxxxxxxx.xxx With a copy to: With a copy to: Address: 000 Xxxx 6000 Xxxxx Xxxxxx X Xxxxxxx XxxxxxxxXxxx, X0X0X0 Suite 206 Address: 6000 Xxxxx Xxxxxx MANAGER: Xxxx, Suite 206 Los Angeles, CA 90038 Los Angeles, CA 90038 MANAGER NCPS Entity Name: Texture Capital, Inc. Jurisdiction: Delaware By: s//: Xxxxxxx X Xxxxxxx Dalmore Group LLC Entity Name: Xxxxxxx X. Xxxxxxx Title: CEO Date: 10/25/2023 Email: xxxxxxx@xxxxxxx.xxxxxxx Address: 00 Xxxxxx Xxxxx Brooklyn, New York 11231 NCPS: North Capital Private Securities Corporation Jurisdiction: New York Jurisdiction: Delaware By: s///s/ Exxx Xxxxxx By: Xxxxxx /s/ Lxxxxx Xxxxxxxx Name: Exxx Xxxxxx Name: Lxxxxx Xxxxxxxx Title: Chairman Title: Managing Director Date: 10/25/2023 5/2/2023 Date: 5/2/20223 Email: xxxxx@xxxxxxxxxxxx.xxx exxx@xxxxxxxxx.xxx Email: jxxxx@xxxxxxxxxxxx.xxx Address: 500 Xxxxx Xxxxx With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx lxxxxxxxx@xxxxxxxxxxxx.xxx Woodmare, NY 11598 dxxxxxx@xxxxxxxxxxxx.xxx exxxxx-xxx@xxxxxxxxxxxx.xxx Address: 000 X. Xxxx 6000 Xxxxx XxxxxxxxxXxxxxx Xxxx, Xxxxx 000 XxxxxxxSuite 206 Los Angeles, Xxxx 00000 By signing below, I-Bankers Direct LLC (“Prior Manager”) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 CA 90038 EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ ☐ None. ⌧X ☐ Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X ☐ Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 $ 78,554.00 (amount) to be received by n/a 05/01/2024 (date), as such amount and date may be amended as provided in the Offering Document. o ☐ Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager representsFEES AND EXPENSES Escrow Administration Fee:* $575 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses:** Billed at cost Check Handling: $10.00 per check (incoming/outgoing) Transactional Costs:*** $100.00 for each additional escrow break $150.00 for each escrow amendment $100.00 for reprocessing a closing Wire Handling: $25.00 per domestic wire (incoming/outgoing) $45.00 per international wire (incoming/outgoing) ACH Disbursements: 0.15% on the amount transferred ACH Dispute/Chargeback: $50.00 per reversal/chargeback ACH Failure Return Fee: $1.50 per failure/return Plaid Bank Verification Fee:**** $1.80 per linked account Credit Card Transaction Fees Percentage Rate:**** 3.15% on the amount transferred Credit Card Transaction Fees Base Rate:**** $0.70 per each transaction Credit Card Dispute/Chargeback Fee:**** $50.00 per reversal/chargeback Bad Actor Checks:***** $100.00 per covered person Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, warrants the Fee and covenants all related expenses, including attorneys’ fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. Issuer Party shall pay all fees and expenses (including, without limitation, payment for or reimbursement of any uncollectible Cash Investment Instruments or chargebacks, reversals or other amounts) immediately upon NCPS’s demand, or at NCPS’s option, NCPS may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d). The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000 (except as provided by Section 9). Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, ACHs, checks, internal transfers and securities transactions. NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17. NCPS may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to NCPS retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds. *Escrow Administration Fee includes KYC and AML due diligence for up to three entities for a single escrow account. If the escrow account under review has more than two control entities associated with the issuing entity, a $25 fee will be assessed for each additional entity review. **Out-Of-Pocket Expenses include any custom features or additional work that the North Capital team may need to perform. These fees are uncommon and will be disclosed in such cases prior to invoicing. ***Reprocessing fees apply if a closing is submitted but not ready to be processed (including, but not limited to, Flow of Funds not complete or funds not settled in escrow). ****If applicable to the Offering and subject to the terms and conditions for NCPS:’s payment processing facilitation services. *****Covered persons include, but are not limited to, the issuer, directors, general partners, managing members, executive officers, 20% beneficial owners, and promoters connected to the issuer. A complete list of covered persons can be found at hxxxx://xxx.xxx.00x/xxxx/xxxxxxxx/xxxx/xxx-xxxxx-xxxxx-xxxxxx-xxxxxxxxxx-xxxxx#xxxx0. ““*”““The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules. ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE ABSENT ERROR OR MISTAKE.
Appears in 1 contract
Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. [Signatures appear on following page(s).] In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 3/1/2023 Offering Name: Series Bipartisanship, a series of Commonwealth Thoroughbreds LLC Minimum Offering: $0.00 Offering Name: SciMar Ltd. 30,750.00 (including offline investments and in kind contributions and similar creditable amounts) Total Offering Amount: $55,000,000.00 123,150.00 Offering Exemption: • ☐ Rule 506(b) of Regulation D • ☐ Rule 506(c) of Regulation D X ☒ Regulation A • ☐ Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Entity Name: SciMar Ltd. Series Bipartisanship, a Entity Name: Commonwealth Thoroughbreds LLC Series of Commonwealth Thoroughbreds LLC Jurisdiction: Manitoba, Canada Delaware Jurisdiction: Delaware By: s///s/ Xxxxx Xxxxxxxx By: Xxxxxxx Xxxxxxxxx /s/ Xxxxx Xxxxxxxx (Signature) (Signature) Name: Xxxxxxx Xxxxxxxxx Xxxxx Xxxxxxxx Name: Xxxxx Xxxxxxxx Title: Chief Financial Officer CEO Title: CEO Date: 3/1/2023 Date: 3/1/2023 Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx xxxxx@xxxxxxxxxxxxxxxx.xxx Email: xxxxx@xxxxxxxxxxxxxxxx.xxx With a copy to: With a copy to: Address: 000 Xxxx Xxxxxx X Xxxxxxx XxxxxxxxXxx Suite 210 Address: 000 Xxxx Xxxxxx Xxx Xxxxx 000 Lexington, X0X0X0 Xxxxxx KY 40508 Lexington, KY 40508 MANAGER: NCPS: Entity Name: Texture CapitalDalmore Group, Inc. Jurisdiction: Delaware By: s//: Xxxxxxx X Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CEO Date: 10/25/2023 Email: xxxxxxx@xxxxxxx.xxxxxxx Address: 00 Xxxxxx Xxxxx Brooklyn, New York 11231 NCPS: LLC North Capital Private Securities Corporation Jurisdiction: New York Jurisdiction: Delaware By: s///s/ Xxxxx Xxxxxx By: /s/ Xxxxxx Xxxxxxxx (Signature) (Signature) Name: Xxxx Xxxxxx Name: Xxxxxx Xxxxxxxx Title: Chairman Title: Managing Director Date: 10/25/2023 3/1/2023 Date: 3/1/2023 Email: xxxx@xxxxxxxxx.xxx Email: xxxxx@xxxxxxxxxxxx.xxx Address: 000 Xxxxx Xxxxx With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx Woodmere, NY 11598 xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx Address: 000 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx, Xxxx 00000 By signing below, I-Bankers Direct LLC (“Prior Manager”) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ None. ⌧X Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 (amount) to be received by n/a (date), as such amount and date may be amended as provided in the Offering Document. o Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager represents, warrants and covenants to NCPS:xxxxxx-xxx@xxxxxxxxxxxx.xxx
Appears in 1 contract
Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. [Signatures appear on following page(s).] Standard NCPS Escrow Only Agreement for Securities Offerings (v.2022.6) In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 :_____________________________ Offering Name:____________________________ Minimum Offering: $0.00 Offering Name: SciMar Ltd. :_________________________ (including offline investments and in kind contributions and similar creditable amounts) Total Offering Amount:______________________ OfferingExemption: $55,000,000.00 Offering Exemption: • ☐ Rule 506(b) of Regulation D • ☐ Rule 506(c) of Regulation D X ☐ Regulation A • ☐ Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Entity NameISSUER: SciMar Ltd. Jurisdiction: Manitoba, Canada By: s//: Xxxxxxx Xxxxxxxxx Name: Xxxxxxx Xxxxxxxxx Title: Chief Financial Officer Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx With a copy to: Address: 000 Xxxx Xxxxxx X Xxxxxxx Xxxxxxxx, X0X0X0 Xxxxxx MANAGERNCPS: Entity Name: Texture Capital, Inc. Jurisdiction: Delaware By: s//: Xxxxxxx X Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CEO Date: 10/25/2023 Email: xxxxxxx@xxxxxxx.xxxxxxx Address: 00 Xxxxxx Xxxxx Brooklyn, New York 11231 NCPS: North Capital Private Securities Corporation Jurisdiction: Jurisdiction: Delaware By: s//By: Xxxxxx Xxxxxxxx (Signature) (Signature) Name: Xxxxxx Xxxxxxxx Name: Title: Managing Director Title: Date: 10/25/2023 Date: Email: Email: xxxxx@xxxxxxxxxxxx.xxx With a copy to: With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx xxxxxxxx@xxxxxxxxxxxx.xxx Address: Address: 000 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx, Xxxx 00000 By signing below, I-Bankers Direct LLC (“Prior Manager”) acknowledges and agrees thatMANAGER: Entity Name: Jurisdiction: By: (iSignature) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 Email: Address: Issuer Party Payment Information: ☐ Use payment information currently on file with NCPS; or Complete the payment information below: Credit Card ACH/Wire Information Name on Card: Bank Name: Credit Card Number: Account Holder Name: Expiration Date (MM/YY): Routing Number: Billing Address: Account Number: Account Type (Checking/Savings): Billing Contact Person Name: Email: Telephone Number: Standard NCPS Escrow Only Agreement for Securities Offerings (v.2022.6) EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ None. ⌧X Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 (amount) to be received by n/a (date), as such amount and date may be amended as provided in the Offering Document. o Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager represents, warrants and covenants to NCPS:
Appears in 1 contract
Samples: Escrow Agreement (Arrived STR, LLC)
Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. [Signatures appear on following page(s).] In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 7/6/2023 Offering Name: Worldwide Stages, LLC Minimum Offering: $0.00 Offering Name: SciMar Ltd. 0.01 (including offline investments and in kind contributions and similar creditable amounts) Total Offering Amount: $55,000,000.00 75,000,000 Offering Exemption: • ☐ Rule 506(b) of Regulation D • ☐ Rule 506(c) of Regulation D X ☒ Regulation A • ☐ Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Entity Name: SciMar Ltd. Worldwide Stages, LLC Entity Name: Jurisdiction: Manitoba, Canada Tennessee Jurisdiction: By: s///s/ Kxxxx Xxxx By: Xxxxxxx Xxxxxxxxx (Signature) (Signature) Name: Xxxxxxx Xxxxxxxxx Kxxxx Xxxx Name: Title: Chief Financial Officer CEO Title: Date: 7/6/2023 Date: Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx Kxxxx.fxxx@worldwide sxxxxx.xxx Email: With a copy to: Axxxxx.sxxxx@worldwide sxxxxx.xxx With a copy to: Address: 000 5000 Xxxxxxxxxx Xxxx Xxxxxx X Xxxxxxx XxxxxxxxAddress: Spring Hill, X0X0X0 Xxxxxx TN 37174 MANAGER: Entity Name: Texture CapitalDalmore Group, Inc. LLC Jurisdiction: Delaware New York By: s//: Xxxxxxx X Xxxxxxx /s/ Exxx Xxxxxx (Signature) Name: Xxxxxxx X. Xxxxxxx Exxx Xxxxxx Title: CEO Chairman Date: 10/25/2023 7/6/2023 Email: xxxxxxx@xxxxxxx.xxxxxxx exxx@xxxxxxxxx.xxx Address: 00 Xxxxxx 500 Xxxxx BrooklynXxxxx Woodmere, New York 11231 NY 11598 NCPS: North Capital Private Securities Corporation Jurisdiction: Delaware By: s//: Xxxxxx Xxxxxxxx /s/ Jxxxx X. Xxxxx (Signature) Name: Xxxxxx Xxxxxxxx Jxxxx X. Xxxxx Title: Managing Director Date: 10/25/2023 7/6/2023 Email: xxxxx@xxxxxxxxxxxx.xxx jxxxx@xxxxxxxxxxxx.xxx With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx lxxxxxxxx@xxxxxxxxxxxx.xxx dxxxxxx@xxxxxxxxxxxx.xxx exxxxx-xxx@xxxxxxxxxxxx.xxx Address: 000 600 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 XxxxxxxMidvale, Xxxx 00000 By signing below, I-Bankers Direct LLC Utah 84047 15 Standard NCPS Escrow Only Agreement for Securities Offerings (“Prior Manager”v.2023.5) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ ☐ None. ⌧X ☒ Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X ☒ Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 0.01 (amount) to be received by n/a (date), as such amount and date may be amended as provided in the Offering Document. o Document ☐ Other contingencies (please describe): 16 Standard NCPS Escrow Only Agreement for Securities Offerings (v.2023.5) EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager representsFEES AND EXPENSES Escrow Administration Fee:* $575 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses:** Billed at cost Check Handling: $10.00 per check (incoming/outgoing) Transactional Costs:*** $100.00 for each additional escrow break $150.00 for each escrow amendment $100.00 for reprocessing a closing Wire Handling: $25.00 per domestic wire (incoming/outgoing) $45.00 per international wire (incoming/outgoing) ACH Disbursements: 0.15% on the amount transferred ACH Dispute/Chargeback: $50.00 per reversal/chargeback ACH Failure Return Fee: $1.50 per failure/return Plaid Bank Verification Fee:**** $1.80 per linked account Credit Card Transaction Fees Percentage Rate:**** 3.15% on the amount transferred Credit Card Transaction Fees Base Rate:**** $0.70 per each transaction Credit Card Dispute/Chargeback Fee:**** $50.00 per reversal/chargeback Bad Actor Checks:***** $100.00 per covered person Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, warrants the Fee and covenants all related expenses, including attorneys’ fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. Issuer Party shall pay all fees and expenses (including, without limitation, payment for or reimbursement of any uncollectable Cash Investment Instruments or chargebacks, reversals or other amounts) immediately upon NCPS’s demand, or at NCPS’s option, NCPS may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d). The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000 (except as provided by Section 9). Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, ACHs, checks, internal transfers and securities transactions. NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17. NCPS may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to NCPS retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds. * Escrow Administration Fee includes KYC and AML due diligence for up to three entities for a single escrow account. If the escrow account under review has more than two control entities associated with the issuing entity, a $25 fee will be assessed for each additional entity review. ** Out-Of-Pocket Expenses include any custom features or additional work that the North Capital team may need to perform. These fees are uncommon and will be disclosed in such cases prior to invoicing. *** Reprocessing fees apply if a closing is submitted but not ready to be processed (including, but not limited to, Flow of Funds not complete or funds not settled in escrow). **** If applicable to the Offering and subject to the terms and conditions for NCPS:’s payment processing facilitation services. ***** Covered persons include, but are not limited to, the issuer, directors, general partners, managing members, executive officers, 20% beneficial owners, and promoters connected to the issuer. A complete list of covered persons can be found at hxxxx://xxx.xxx.xxx/xxxx/smallbus/secg/bad-actor-small-entity-compliance-guide#part2. ****** The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules. ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE ABSENT ERROR OR MISTAKE.
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Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 Offering Name: Minimum Offering: $0.00 Offering Name: SciMar Ltd. Total Offering Amount: $55,000,000.00 Offering Exemption: • Rule 506(b) of Regulation D • Rule 506(c) of Regulation D X Regulation A • Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Entity Name: SciMar Ltd. Entity Name: Jurisdiction: Manitoba, Canada Jurisdiction: By: s//By: Xxxxxxx Xxxxxxxxx (Signature) (Signature) Name: Xxxxxxx Xxxxxxxxx Name: Title: Chief Financial Officer Title: Date: Date: Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx Email: With a copy to: With a copy to: Address: 000 Xxxx Xxxxxx X Xxxxxxx Xxxxxxxx, X0X0X0 Xxxxxx Address: MANAGER: PLATFORM: Entity Name: Texture Capital, Inc. Entity Name: Jurisdiction: Delaware Jurisdiction: By: s//By: Xxxxxxx X Xxxxxxx (Signature) (Signature) Name: Xxxxxxx X. Xxxxxxx Name: Title: CEO Title: Date: 10/25/2023 Date: Email: xxxxxxx@xxxxxxx.xxxxxxx Email: Address: 00 Xxxxxx Xxxxx Brooklyn, New York 11231 Address: NCPS: North Capital Private Securities Corporation Jurisdiction: Delaware By: s//: Xxxxxx Xxxxxxxx (Signature) Name: Xxxxxx Xxxxxxxx Title: Managing Director Date: 10/25/2023 Email: xxxxx@xxxxxxxxxxxx.xxx With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx Address: 000 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 XxxxxxxMidvale, Xxxx 00000 By signing below, I-Bankers Direct LLC (“Prior Manager”) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 Utah 84047 EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ None. ⌧X Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 (amount) to be received by n/a (date), as such amount and date may be amended as provided in the Offering Document. o Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager represents, warrants and covenants to NCPS:
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Samples: Escrow Agreement (SciMar Ltd.)
Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. [Signatures appear on following page(s).] In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 4/5/2023 Offering Name: Series Pensacola, a series of Commonwealth Thoroughbreds LLC Minimum Offering: $0.00 Offering Name: SciMar Ltd. 29,950.00 Total Offering Amount: $55,000,000.00 119,700.00 Offering Exemption: • ☐ Rule 506(b) of Regulation D • ☐ Rule 506(c) of Regulation D X ☒ Regulation A • ☐ Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Entity Name: SciMar Ltd. Series Pensacola, a series of Commonwealth Thoroughbreds LLC Entity Name: Commonwealth Thoroughbreds LLC Jurisdiction: Manitoba, Canada Delaware Jurisdiction: Delaware By: s///s/ Bxxxx Xxxxxxxx By: Xxxxxxx Xxxxxxxxx /s/ Bxxxx Xxxxxxxx (Signature) (Signature) Name: Xxxxxxx Xxxxxxxxx Bxxxx Xxxxxxxx Name: Bxxxx Xxxxxxxx Title: Chief Financial Officer CEO Title: CEO Date: 4/5/2023 Date: 4/5/2023 Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx bxxxx@xxxxxxxxxxxxxxxx.xxx Email: bxxxx@xxxxxxxxxxxxxxxx.xxx With a copy to: With a copy to: Address: 000 100 Xxxx Xxxxxx X Xxxxxxx XxxxxxxxXxx Suite 210 Address: 100 Xxxx Xxxxxx Xxx Xxxxx 000 Lexington, X0X0X0 Xxxxxx KY 40508 Lexington, KY 40508 MANAGER: NCPS: Entity Name: Texture CapitalDalmore Group, Inc. Jurisdiction: Delaware By: s//: Xxxxxxx X Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CEO Date: 10/25/2023 Email: xxxxxxx@xxxxxxx.xxxxxxx Address: 00 Xxxxxx Xxxxx Brooklyn, New York 11231 NCPS: LLC North Capital Private Securities Corporation Jurisdiction: New York Jurisdiction: Delaware By: s///s/ Exxxx Xxxxxx By: Xxxxxx /s/ Lxxxxx Xxxxxxxx Name: Exxxx Xxxxxx Name: Lxxxxx Xxxxxxxx Title: Chairman Title Managing Director Date: 10/25/2023 4/5/2023 Date: 4/5/2023 Email: xxxxx@xxxxxxxxxxxx.xxx exxx@xxxxxxxxx.xxx Email: jxxxx@xxxxxxxxxxxx.xxx Address: 500 Xxxxx Xxxxx With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx lxxxxxxxx@xxxxxxxxxxxx.xxx Woodmere, NY 11598 dxxxxxx@xxxxxxxxxxxx.xxx exxxxx-xxx@xxxxxxxxxxxx.xxx Address: 000 600 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxx101 Midvale, Xxxx 00000 By signing below, I-Bankers Direct LLC (“Prior Manager”) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ None. ⌧X Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 (amount) to be received by n/a (date), as such amount and date may be amended as provided in the Offering Document. o Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager represents, warrants and covenants to NCPS:Utah 84047
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Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. [Signatures appear on following page(s).] Standard NCPS Escrow Only Agreement for Securities Offerings (v.2023.5) In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 _____________________ Offering Name: _____________________ Minimum Offering: $0.00 Offering Name: SciMar Ltd. _____________________ Total Offering Amount: $55,000,000.00 _____________________ Offering Exemption: • ☐ Rule 506(b) of Regulation D • ☐ Rule 506(c) of Regulation D X ☐ Regulation A • ☐ Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Entity Name: SciMar Ltd. Entity Name: Jurisdiction: Manitoba, Canada Jurisdiction: By: s//By: Xxxxxxx Xxxxxxxxx (Signature) (Signature) Name: Xxxxxxx Xxxxxxxxx Name: Title: Chief Financial Officer Title: Date: Date: Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx Email: With a copy to: With a copy to: mailto:lxxxxxxxx@xxxxxxxxxxxx.xxx Address: 000 Xxxx Xxxxxx X Xxxxxxx Xxxxxxxx, X0X0X0 Xxxxxx Address: MANAGER: NCPS: Entity Name: Texture Capital, Inc. Jurisdiction: Delaware By: s//: Xxxxxxx X Xxxxxxx Name: Xxxxxxx X. Xxxxxxx Title: CEO Date: 10/25/2023 Email: xxxxxxx@xxxxxxx.xxxxxxx Address: 00 Xxxxxx Xxxxx Brooklyn, New York 11231 NCPS: North Capital Private Securities Corporation Jurisdiction: Jurisdiction: Delaware By: s//By: Xxxxxx Xxxxxxxx (Signature) (Signature) Name: Xxxxxx Xxxxxxxx Name: Title: Managing Director Title: Date: 10/25/2023 Date: Email: xxxxx@xxxxxxxxxxxx.xxx Email: jxxxx@xxxxxxxxxxxx.xxx Address: With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx lxxxxxxxx@xxxxxxxxxxxx.xxx Address: 000 600 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 Xxxxxxxdxxxxxx@xxxxxxxxxxxx.xxx Midvale, Xxxx 00000 By signing below, I-Bankers Direct LLC Utah 84047 exxxxx-xxx@xxxxxxxxxxxx.xxx Standard NCPS Escrow Only Agreement for Securities Offerings (“Prior Manager”v.2023.5) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ NoneoNone. ⌧X Issuer oIssuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X Certain oCertain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 $ ________________ (amount) to be received by n/a ______________ (date), as such amount and date may be amended as provided in the Offering Document. o Other ._____________________________________________________________________ oOther contingencies (please describe): _______________________________________________________________________________ Standard NCPS Escrow Only Agreement for Securities Offerings (v.2023.5) EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager representsFEES AND EXPENSES Escrow Administration Fee:* $575 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses:** Billed at cost Check Handling: $10.00 per check (incoming/outgoing) Transactional Costs:*** $100.00 for each additional escrow break $150.00 for each escrow amendment $100.00 for reprocessing a closing Wire Handling: $25.00 per domestic wire (incoming/outgoing) $45.00 per international wire (incoming/outgoing) ACH Disbursements: 0.15% on the amount transferred ACH Dispute/Chargeback: $50.00 per reversal/chargeback ACH Failure Return Fee: $1.50 per failure/return Plaid Bank Verification Fee:**** $1.80 per linked account Credit Card Transaction Fees Percentage Rate:**** 3.15% on the amount transferred Credit Card Transaction Fees Base Rate:**** $0.70 per each transaction Credit Card Dispute/Chargeback Fee:**** $50.00 per reversal/chargeback Bad Actor Checks:***** $100.00 per covered person Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, warrants the Fee and covenants all related expenses, including attorneys’ fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. Issuer Party shall pay all fees and expenses (including, without limitation, payment for or reimbursement of any uncollectible Cash Investment Instruments or chargebacks, reversals or other amounts) immediately upon NCPS’s demand, or at NCPS’s option, NCPS may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d). The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000 (except as provided by Section 9). Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, ACHs, checks, internal transfers and securities transactions. NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17. NCPS may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to NCPS retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds. *Escrow Administration Fee includes KYC and AML due diligence for up to three entities for a single escrow account. If the escrow account under review has more than two control entities associated with the issuing entity, a $25 fee will be assessed for each additional entity review. **Out-Of-Pocket Expenses include any custom features or additional work that the North Capital team may need to perform. These fees are uncommon and will be disclosed in such cases prior to invoicing. ***Reprocessing fees apply if a closing is submitted but not ready to be processed (including, but not limited to, Flow of Funds not complete or funds not settled in escrow). ****If applicable to the Offering and subject to the terms and conditions for NCPS:’s payment processing facilitation services. *****Covered persons include, but are not limited to, the issuer, directors, general partners, managing members, executive officers, 20% beneficial owners, and promoters connected to the issuer. A complete list of covered persons can be found at hxxxx://xxx.xxx.xxx/xxxx/smallbus/secg/bad-actor-small-entity-compliance-guide#part2. ******The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules. ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE ABSENT ERROR OR MISTAKE. Standard NCPS Escrow Only Agreement for Securities Offerings (v.2023.5)
Appears in 1 contract
Citations. Any reference to Law are current citations. Any changes in the citations (whether or not there are any changes in the text of such Law) shall be automatically incorporated into this Agreement. [Signatures appear on following page(s).] In witness whereof, the Parties have duly executed this Amended and Restated Escrow Agreement effective as of the Effective Date. Effective Date: 9/27/2023 6/26/2023 Offering Name: Series Head of Class, a series of Commonwealth Thoroughbreds LLC Minimum Offering: $0.00 Offering Name: SciMar Ltd. 74, 000.00 Total Offering Amount: $55,000,000.00 296,250.00 Offering Exemption: • ● Rule 506(b) of Regulation regulation D • ● Rule 506(c) of Regulation D X ● Regulation A • ● Regulation Crowdfunding ISSUER (If a Series LLC, include both the Series and the Series LLC): Series Head of Class, a series of Entity Name: SciMar Ltd. Commonwealth Thoroughbreds LLC Entity Name: Commonwealth Thoroughbreds LLC Jurisdiction: Manitoba, Canada Delaware Jurisdiction: Delaware By: s///s/ Bxxxx Xxxxxxxx By: Xxxxxxx Xxxxxxxxx /s/ Bxxxx Xxxxxxxx Name: Xxxxxxx Xxxxxxxxx Bxxxx Xxxxxxxx Name: Bxxxx Xxxxxxxx Title: Chief Financial Officer CEO Title: CEO Date: 6/26/2023 Date: 5/2/20223 Email: xxxxxxx.xxxxxxxxx@xxxxxx.xx bxxxx@xxxxxxxxxxxxxxxx.xxx Email: bxxxx@xxxxxxxxxxxxxxxx.xxx With a copy to: With a copy to: Address: 000 100 Xxxx Xxxxxx X Xxxxxxx XxxxxxxxXxx. Suite 210 Address: 100 Xxxx Xxxxxx Xxx. Suite 210 Lexington, X0X0X0 Xxxxxx MANAGER: KY 40508 Lexington, KY 40508 MANAGER NCPS Entity Name: Texture Capital, Inc. Jurisdiction: Delaware By: s//: Xxxxxxx X Xxxxxxx Dalmore Group LLC Entity Name: Xxxxxxx X. Xxxxxxx Title: CEO Date: 10/25/2023 Email: xxxxxxx@xxxxxxx.xxxxxxx Address: 00 Xxxxxx Xxxxx Brooklyn, New York 11231 NCPS: North Capital Private Securities Corporation Jurisdiction: New York Jurisdiction: Delaware By: s///s/ Exxx Xxxxxx By: Xxxxxx /s/ Lxxxxx Xxxxxxxx Name: Exxx Xxxxxx Name: Lxxxxx Xxxxxxxx Title: Chairman Title: Managing Director Date: 10/25/2023 6/26/2023 Date: 6/26/2023 Email: xxxxx@xxxxxxxxxxxx.xxx exxx@xxxxxxxxx.xxx Email: jxxxx@xxxxxxxxxxxx.xxx Address: 500 Xxxxx Xxxxx With a copy to: xxxxxxxxx@xxxxxxxxxxxx.xxx xxxxxxx@xxxxxxxxxxxx.xxx xxxxxx-xxx@xxxxxxxxxxxx.xxx lxxxxxxxx@xxxxxxxxxxxx.xxx Woodmare, NY 11598 dxxxxxx@xxxxxxxxxxxx.xxx exxxxx-xxx@xxxxxxxxxxxx.xxx Address: 000 20 X. Xxxx Xxxxx Xxxxxxxxx, Xxxxx 000 XxxxxxxMidvale, Xxxx 00000 By signing below, I-Bankers Direct LLC (“Prior Manager”) acknowledges and agrees that: (i) Prior Manager shall no longer be “Manager” or a party to or entitled to the rights, preferences or privileges under this Amended and Restated Utah 84047 18 Standard NCPS Escrow Agreement; and (ii) with respect to all of Prior Manager’s obligations, duties, liabilities and commitments under that certain Escrow Agreement, dated as of June 26, 2023, by and among NCPS, Issuer and Prior Manager (“Prior Agreement”), such obligations, duties, liabilities and commitments survive the amendment and restatement of the Prior Only Agreement by this Amended and Restated Escrow Agreement, and Prior Manager shall remain obligated thereunder. I- Bankers Direct LLC By: s//: Xxx Xxxxxx Name: Xxx Xxxxxx Title: CEO Date: 10/25/2023 for Securities Offerings EXHIBIT A CONTINGENT OFFERING If the Offering is a contingent offering as this term is referenced under Rule 15c2-4 of the Exchange Act (“Rule”), the distribution is being made with the express understanding that Escrow Funds are not to be released to Issuer until some further event or contingency occurs, as described in this Exhibit A, in accordance with the Rule. Investor funds will be promptly deposited in a separate bank escrow account, with NCPS serving as agent for the persons who have the beneficial interests therein, until the appropriate event or contingency has occurred. Upon certification that all contingencies have been met, the Escrow Funds will be promptly distributed to Issuer. If the contingencies fail to be satisfied as required by the Offering, the Escrow Funds will be returned to the persons or entities entitled thereto. The following contingencies apply to the Offering (please check all that apply): □ ☐ None. ⌧X ☒ Issuer KYC, AML, and Bad Actor Check screening are complete for Issuer and all Control Persons of Issuer. ⎕X ☒ Certain listed events will have occurred prior to closing (please specify): Subscriptions for at least the Minimum Offering of $0.00 $ 74,000.00 (amount) to be received by n/a 12/31/2023 (date), as such amount and date may be amended as provided in the Offering Document. o ☐ Other contingencies (please describe): EXHIBIT B MANAGER DUE DILIGENCE ATTESTATION Manager representsFEES AND EXPENSES Escrow Administration Fee:* $575 set-up and administration for 12 months (or partial period); $250 for each additional 12 months (or partial period) Issuer Routable Account Number: $150 per month Out-of-Pocket Expenses:** Billed at cost Check Handling: $10.00 per check (incoming/outgoing) Transactional Costs:*** $100.00 for each additional escrow break $150.00 for each escrow amendment $100.00 for reprocessing a closing Wire Handling: $25.00 per domestic wire (incoming/outgoing) $45.00 per international wire (incoming/outgoing) ACH Disbursements: 0.15% on the amount transferred ACH Dispute/Chargeback: $50.00 per reversal/chargeback ACH Failure Return Fee: $1.50 per failure/return Plaid Bank Verification Fee:**** $1.80 per linked account Credit Card Transaction Fees Percentage Rate:**** 3.15% on the amount transferred Credit Card Transaction Fees Base Rate:**** $0.70 per each transaction Credit Card Dispute/Chargeback Fee:**** $50.00 per reversal/chargeback Bad Actor Checks:***** $100.00 per covered person Issuer Party shall pay NCPS the Escrow Administration Fee upon execution of this Agreement. In the event the escrow is not funded, warrants the Fee and covenants all related expenses, including attorneys’ fees, remain due and payable, and once paid, will not be refunded. Annual fees cover a full year in advance, or any part thereof, and thus are not pro-rated in the year of termination. Issuer Party shall pay all fees and expenses (including, without limitation, payment for or reimbursement of any uncollectible Cash Investment Instruments or chargebacks, reversals or other amounts) immediately upon NCPS’s demand, or at NCPS’s option, NCPS may deduct such fees from any disbursement of Escrow Funds from the Escrow Account as provided in Section 10(d). The fees quoted in this schedule apply to services ordinarily rendered in the administration of an Escrow Account and are subject to reasonable adjustment based on final review of documents, or when NCPS is called upon to undertake unusual duties or responsibilities, or as changes in law, procedures, or the cost of doing business demand. Services in addition to and not contemplated in this Agreement, including, but not limited to, document amendments and revisions, non-standard cash and/or investment transactions, calculations, notices and reports and legal fees, will be billed as extraordinary expenses and capped at $15,000 (except as provided by Section 9). Extraordinary fees are payable to NCPS for duties or responsibilities not expected to be incurred at the outset of the transaction, not routine or customary, and not incurred in the ordinary course of business. Payment of extraordinary fees is appropriate where particular inquiries, events or developments are unexpected, even if the possibility of such things could have been identified at the inception of the transaction. Unless otherwise indicated, the above fees relate to the establishment of one escrow account. Additional sub-accounts governed by the same Escrow Agreement may incur an additional charge. Transaction costs include charges for wire transfers, ACHs, checks, internal transfers and securities transactions. NCPS may increase the amounts set forth in this Exhibit B by providing written notice to Issuer Party such increase to be effective as of such notice, and the fees will be deemed amended accordingly without further notice or consent; provided that Issuer Party may terminate this Agreement pursuant to Section 17. NCPS may submit any payment information provided to it by an Issuer Party in connection with this Agreement against any fees due from such Issuer Party. Each Issuer Party consents to NCPS retaining and using such payment information for future invoices and as provided in this Agreement. All payments shall be in US dollars in immediately available funds. *Escrow Administration Fee includes KYC and AML due diligence for up to three entities for a single escrow account. If the escrow account under review has more than two control entities associated with the issuing entity, a $25 fee will be assessed for each additional entity review. **Out-Of-Pocket Expenses include any custom features or additional work that the North Capital team may need to perform. These fees are uncommon and will be disclosed in such cases prior to invoicing. ***Reprocessing fees apply if a closing is submitted but not ready to be processed (including, but not limited to, Flow of Funds not complete or funds not settled in escrow). ****If applicable to the Offering and subject to the terms and conditions for NCPS:’s payment processing facilitation services. *****Covered persons include, but are not limited to, the issuer, directors, general partners, managing members, executive officers, 20% beneficial owners, and promoters connected to the issuer. A complete list of covered persons can be found at hxxxx://xxx.xxx.00x/xxxx/xxxxxxxx/xxxx/xxx-xxxxx-xxxxx-xxxxxx-xxxxxxxxxx-xxxxx#xxxx0. ““*”““The fees payable under this Agreement, plus the other relevant fees, attributable to any public offering (including any interest thereon), shall be capped at an aggregate amount not to exceed as permitted by applicable FINRA rules. ALL FEES AND EXPENSES PAID TO NCPS ARE NON-REFUNDABLE ABSENT ERROR OR MISTAKE.
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