ALLEGIANCY, LLC COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 17th, 2015 • Allegiancy, LLC • Real estate • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Allegiancy, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Minimum: [ ● ] Shares of Common Stock Maximum: [ ● ] Shares of Common Stock $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2015 • Allegiancy, LLC • Real estate • New York
Allegiancy, Inc., a Delaware corporation (the “Company”), formerly Allegiancy, LLC, a Delaware limited liability company, proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell a minimum of [ • ] shares and up to a maximum of [ • ] shares of its common stock, $0.01 par value per share (the “Common Stock”), to investors (collectively, the “Investors”) in an initial public offering pursuant to Regulation A through you as underwriter (the “Underwriter”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW SERVICES AGREEMENTEscrow Services Agreement • February 29th, 2016 • Allegiancy, LLC • Real estate • New York
This Escrow Services Agreement (this “Agreement”) is made and entered into as of [ ], 2016, by and between FundAmerica Securities, LLC (“FundAmerica Securities”, or “Escrow Agent”), Allegiancy, LLC (“Issuer”), and W.R. Hambrecht + Co., LLC (“Hambrecht”).
Second Amended and Restated Limited Liability Company Agreement of ALLEGIANCY, LLC a Delaware Limited Liability CompanyLimited Liability Company Agreement • July 5th, 2017 • Allegiancy, LLC • Real estate
This Second Amended and Restated Limited Liability Company Agreement, is made and entered into effective as of the 28th day of June, 2017 (the “Effective Date”), by and among ALLEGIANCY, LLC, a Delaware limited liability company (the “Company”), and the Members.
EMPLOYMENT AGREEMENTEmployment Agreement • October 26th, 2015 • Allegiancy, LLC • Real estate • Virginia
THIS EMPLOYMENT AGREEMENT (the “Agreement”), dated as of March 6, 2014, is made effective between ALLEGIANCY, LLC, a Delaware limited liability company (the “Company”), and CHRISTOPHER K. SADLER, residing at 483 Meadow Ridge Drive, Rice, Virginia 23966 (the “Executive”).
ACQUISITION AGREEMENT by and among TRISTONE REALTY MANAGEMENT, LLC, PRINCIPLE EQUITY PROPERTIES, LP PRINCIPLE EQUITY PROPERTIES, LLC RANDOLPH A. MCQUAY and ALLEGIANCY HOUSTON, LLC Dated as of June 1, 2015Acquisition Agreement • October 26th, 2015 • Allegiancy, LLC • Real estate • Virginia
THIS ACQUISITION AGREEMENT (this “Agreement”) effective June 1st, 2015 (the “Effective Date”) by and among TRISTONE REALTY MANAGEMENT, LLC, a Delaware limited liability company (“Tristone”), PRINCIPLE EQUITY PROPERTIES, LP, a Delaware limited partnership (“PE Properties”), PRINCIPLE EQUITY PROPERTIES, LLC, a Delaware limited liability company and the general partner of PE Properties (“PE Partner” and, together with Tristone and PE Properties, collectively, the Asset Manager”), RANDOLPH A. MCQUAY, an individual resident of the State of Texas (“R. McQuay”), and ALLEGIANCY HOUSTON, LLC, a Delaware limited liability company (the “Company”), Allegiancy, LLC, a Delaware limited liability company (“Allegiancy”) (each of the Asset Manager, R. McQuay the Company and Allegiancy is referred to herein as a “Party” or, collectively, the “Parties”). Capitalized terms used herein and not otherwise defined have the meanings set forth in Section 9 of this Agreement.
ESCROW AGREEMENTEscrow Agreement • December 17th, 2015 • Allegiancy, LLC • Real estate
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective this _____ day of ___________, 201_ by and among SunTrust Bank (“Escrow Agent” or “Bank”), Allegiancy, LLC, a Delaware limited liability company (“Allegiancy”), and W.R. Hambrecht + Co., LLC, a ______________ limited liability company (“Hambrecht” and, together with Escrow Agent and Allegiancy, the “Parties,” and each, a “Party”).
CONVERTIBLE PROMISSORY NOTEConvertible Promissory Note • October 26th, 2015 • Allegiancy, LLC • Real estate • Texas
This Convertible Promissory Note (together with all extensions, renewals, modifications, substitutions and amendments thereof, collectively, the “Convertible Note”)) is entered into by and between TRISTONE REALTY MANAGEMENT, LLC, a Delaware limited liability company (“Borrower” or “TriStone,” as the context may require, provided, however, that the context shall always be one which affords the Lender the broadest possible rights and remedies and which permits Lender, in its discretion, to enforce the obligations and liabilities hereunder against one or more of the Borrowers) and ALLEGIANCY, LLC, a Delaware limited liability company (“Lender” or “Holder”).
CONTRIBUTION AGREEMENTContribution Agreement • December 17th, 2015 • Allegiancy, LLC • Real estate • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2013 (the “Contract Date”), by and among Continuum Capital, LLC, a Virginia limited liability company, and Chesapeake Realty Advisors, LLC, a Virginia limited liability company (each, a “Contributor” and collectively, the “Contributors”), and Allegiancy, LLC, a Delaware limited liability company (the “Company”).
AMENDED AND RESTATED OPERATING AGREEMENT OF ALLEGIANCY HOUSTON, LLCOperating Agreement • October 26th, 2015 • Allegiancy, LLC • Real estate
THIS AMENDED AND RESTATED OPERATING AGREEMENT (this “Agreement”) of ALLEGIANCY HOUSTON, LLC, a Delaware limited liability company (the “Company”), is made as of this 29th day of May, 2015, by and among the Company, Allegiancy, LLC, a Delaware limited liability company (“Allegiancy”), and TriStone Realty Management, LLC, a Delaware limited liability company (“TriStone” and, together with Allegiancy and any and all other Persons (as defined below) that become members of the Company from time to time, the “Members” and each, a “Member”) for the regulation of the affairs and the conduct of the business of the Company, recites and provides as follows:
PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Common Stock In Allegiancy, Inc.Subscription Agreement • December 17th, 2015 • Allegiancy, LLC • Real estate • Delaware
