AGREEMENT OF LIMITED PARTNERSHIP OF ARMADA ENTERPRISES LP A Delaware Limited Partnership AGREEMENT OF LIMITED PARTNERSHIP OF ARMADA ENTERPRISES LPLimited Partnership Agreement • October 24th, 2017 • Armada Enterprises Lp • Blank checks • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF ARMADA ENTERPRISES LP (the “Partnership”), to become effective as of October 17, 2017, is entered into by and between ARMADA ENTERPRISES GP LLC, a Delaware limited liability company, as the General Partner; the shareholders of Bim Homes, Inc., a Delaware corporation (“BMHM”), as the Initial Limited Partners who have ALL voted to convert it into the Partnership and approve the BMHM Plan of Conversion approved by the BMHM board of directors on October 28, 2016 and approved by the BMHM shareholders on October 12, 2017, together with any other Persons who become Partners in the Partnership or parties hereto as provided herein. In consideration of the covenants, conditions and agreements contained herein, the parties hereto hereby agree as follows:
STOCK PURCHASE AGREEMENTStock Purchase Agreement • August 22nd, 2016 • Bim Homes, Inc. • Blank checks • California
THIS AGREEMENT FOR THE PURCHSE OF COMMON STOCK, (this “Agreement”) made this 6th day of June, 2016, by and between Armada Enterprises GP, LLC, of 40 Wall Street, 28th Floor, New York, NY 10005, representing certain selling share holders set forth on Schedule A attached hereto (“Sellers”), and Jason Offenhartz of 884 West End Avenue, #3, New York, NY 10025, the buyer of the shares (“Purchaser”), sets forth the terms and conditions upon which Sellers will sell to Purchaser and Purchaser will buy from Sellers, as more specifically set forth on Schedule A attached hereto, certain securities (the “Securities”) consisting of free-trading Common Stock of BIM Homes, Inc., a Delaware corporation (the “Company”) the number of which are set forth by the Purchaser on the signature page hereto.
AMENDMENT TO CLASS B WARRANT TO PURCHASE COMMON STOCKClass B Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and MC 2 Consulting, Inc. (the “Holder”) to that certain Class B Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class B Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class B Warrant.
AMENDMENT TO CLASS D WARRANT TO PURCHASE COMMON STOCKClass D Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and RNG Studios, Inc. (the “Holder”) to that certain Class D Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class D Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class D Warrant.
AMENDMENT TO CLASS B WARRANT TO PURCHASE COMMON STOCKClass B Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Jason Offenhartz (the “Holder”) to that certain Class B Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class B Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class B Warrant.
AMENDMENT TO CLASS C WARRANT TO PURCHASE COMMON STOCKClass C Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Jason Offenhartz (the “Holder”) to that certain Class C Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class C Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class C Warrant.
AMENDMENT TO CLASS D WARRANT TO PURCHASE COMMON STOCKClass D Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Jason Offenhartz (the “Holder”) to that certain Class D Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class D Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class D Warrant.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 19th, 2016 • Bim Homes, Inc. • Blank checks • California
This Agreement (the “Agreement”), made and entered into this 4th day of May 2016 by and between certain selling shareholders and warrant holders (the “Sellers”) (as indicated on Exhibit A hereof) of BIM Homes Inc. (the “Company”) herein represented by Daniel Masters (“Sellers’ Representative”) and certain purchasers (the “Purchasers”) (as indicated on Exhibit B hereof), herein represented by Armada Enterprises GP, LLC (“Purchasers’ Representative”), sets forth the terms and conditions upon which Sellers will sell to Purchasers and Purchaser will buy from Sellers certain securities consisting of Two Million (2,000,000) shares of common stock and Two Million Five Thousand (2,005,000) warrants to purchase shares of common stock (collectively the “Securities”) of the Company.
SERVICES AGREEMENTServices Agreement • October 24th, 2017 • Armada Enterprises Lp • Blank checks
This SERVICES AGREEMENT (this “Agreement”) is effective as of October 18, 2017 (the “Effective Date”) by and between ARMADA ENTERPRISES GP, LLC, a Delaware limited liability company (“GP”), and ARMADA ENTERPRISES LP, a Delaware limited partnership (“AELP”). GP and AELP are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDMENT TO CLASS B WARRANT TO PURCHASE COMMON STOCKClass B Warrant to Purchase Common Stock • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and RNG Studios, Inc. (the “Holder”) to that certain Class B Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class B Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class B Warrant.
AMENDMENT TO CLASS D WARRANT TO PURCHASE COMMON STOCKClass D Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and MC 2 Consulting, Inc. (the “Holder”) to that certain Class D Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class D Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class D Warrant.
AMENDMENT TO CLASS D WARRANT TO PURCHASE COMMON STOCKClass D Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Armada Enterprises GP, LLC (the “Holder”) to that certain Class D Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class D Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class D Warrant.
SEPARATION AGREEMENT AND GENERAL RELEASESeparation Agreement • October 24th, 2017 • Armada Enterprises Lp • Blank checks • New York
This Separation Agreement and General Release (“Agreement”), effective as of October 17, 2017 (the “Effective Date”), is made and entered into by and between Armada Enterprises LP (f/k/a Bim Homes, Inc.) (“Armada LP” or the “Company) and Milan Saha (“Officer”).
AMENDMENT TO CLASS C WARRANT TO PURCHASE COMMON STOCKClass C Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and MC 2 Consulting, Inc. (the “Holder”) to that certain Class C Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class C Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class C Warrant.
AMENDMENT TO CLASS A WARRANT TO PURCHASE COMMON STOCKClass a Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Armada Enterprises GP, LLC (the “Holder”) to that certain Class A Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class A Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class A Warrant.
CONTRIBUTION, CONVEYANCE AND ASSUMPTION AGREEMENT AMONG ARMADA ENTERPRISES GP LLC, ARMADA ENTERPRISES LP, AND THE MEMBERS OF: ELITE MEDIA HOLDINGS, LLC, WIGHTHALL HOTELS & RESORTS, LLC, WIGHT INTERNATIONAL CONSTRUCTION, LLC, DIAMOND STAR AEROSPOACE,...Contribution, Conveyance and Assumption Agreement • November 13th, 2017 • Armada Enterprises Lp • Blank checks • Delaware
This Contribution, Conveyance and Assumption Agreement (this “Agreement”), effective as of November 6, 2017 (the “Effective Time”), Armada Enterprises GP LLC, a Delaware limited liability company (the “General Partner”), Armada Enterprises LP, a Delaware limited partnership (the “Partnership”) pursuant to a plan of conversion, and the respective members of Elite Media Holdings, LLC, a Wyoming limited liability company; Wighthall Hotels & Resorts, LLC, a Delaware limited liability company; Wight International Construction, LLC, a Delaware limited liability company; Diamond Star Aerospace, LLC, a Delaware limited liability company; and Armada Marine Holdings, LLC, a Delaware limited liability company (collectively, the “Sector Subsidiaries”). The above-named entities are sometimes referred to in this Agreement each as a “Party” and collectively as the “Parties.” Capitalized terms used herein shall have the meaning assigned to such terms in Article I and capitalized terms not defined here
AGREEMENT AND PLAN OF MERGERMerger Agreement • August 25th, 2015 • Bim Homes, Inc. • Blank checks • Delaware
This Agreement and Plan of Merger (this “Merger Agreement”) is entered into as of March 6, 2014, by and between BIM Homes, LLC, a California limited liability company (“BIM LLC”), and BIM Homes, Inc., a Delaware corporation and a wholly owned subsidiary of BIM LLC (“BIM, Inc.”).
AMENDMENT TO CLASS A WARRANT TO PURCHASE COMMON STOCKClass a Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and RNG Studios, Inc. (the “Holder”) to that certain Class A Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class A Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class A Warrant.
AMENDMENT TO CLASS C WARRANT TO PURCHASE COMMON STOCKClass C Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Armada Enterprises GP, LLC (the “Holder”) to that certain Class C Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class C Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class C Warrant.
AMENDMENT TO CLASS A WARRANT TO PURCHASE COMMON STOCKClass a Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Jason Offenhartz (the “Holder”) to that certain Class A Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class A Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class A Warrant.
AMENDMENT TO CLASS B WARRANT TO PURCHASE COMMON STOCKClass B Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Armada Enterprises GP, LLC (the “Holder”) to that certain Class B Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class B Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class B Warrant.
AMENDMENT TO CLASS C WARRANT TO PURCHASE COMMON STOCKClass C Warrant to Purchase Common Stock • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and RNG Studios, Inc. (the “Holder”) to that certain Class C Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class C Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class C Warrant.
AMENDMENT TO CLASS E WARRANT TO PURCHASE COMMON STOCKClass E Warrant to Purchase Common Stock • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Armada Enterprises GP, LLC (the “Holder”) to that certain Class E Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class E Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class E Warrant.
AMENDMENT TO CLASS E WARRANT TO PURCHASE COMMON STOCKClass E Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and Jason Offenhartz (the “Holder”) to that certain Class E Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class E Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class E Warrant.
AMENDMENT TO CLASS E WARRANT TO PURCHASE COMMON STOCKClass E Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and MC 2 Consulting, Inc. (the “Holder”) to that certain Class E Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class E Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class E Warrant.
AMENDMENT TO CLASS E WARRANT TO PURCHASE COMMON STOCKClass E Warrant to Purchase Common Stock • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and RNG Studios, Inc. (the “Holder”) to that certain Class E Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class E Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class E Warrant.
AMENDMENT TO CLASS A WARRANT TO PURCHASE COMMON STOCKClass a Warrant Amendment • August 25th, 2016 • Bim Homes, Inc. • Blank checks • California
This Amendment (this “Amendment”) is entered into as of August 19, 2016, by and between BIM Homes, Inc., a Delaware corporation (the “Company”), and MC 2 Consulting, Inc. (the “Holder”) to that certain Class A Warrant Certificate for the Purchase of Shares of Common Stock of the Company dated June 17, 2016 issued by the Company to the Holder (the “Class A Warrant”). Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in the Class A Warrant.
