WARRANT TO PURCHASE CLASS A COMMON UNITSAWA Group LP • January 22nd, 2016 • Investment advice • Delaware
This Certifies That, for value received, [●] (including any permitted and registered assigns, the “Holder”), is entitled to purchase from AWA Group LP, a Delaware limited partnership (the “Partnership”), up to [●] Class A Common Units of the Partnership (the “Warrant Units”) at the Exercise Price then in effect. This Warrant to Purchase Class A Common Units (this “Warrant”) is issued by the Partnership as of the date hereof pursuant to that certain Subscription Agreement by the Partnership and Holder dated [●] (the “Subscription Agreement”). For purposes of this Warrant, the term “Exercise Price” shall mean $12.00 per Warrant Share, subject to adjustment as provided herein, and the term “Exercise Period” shall mean the period commencing on the two-year anniversary of the Issuance Date and ending on 5:00 p.m. New York time on the five-year anniversary of the Issuance Date.
ESCROW AGREEMENTEscrow Agreement • January 22nd, 2016 • AWA Group LP • Investment advice
WHEREAS, AWA Group LP, a Delaware limited partnership (“AWA”), is in the process of offering for sale certain Class A Common Units of AWA, together with warrants to purchase additional Class A Common Units, at offering price of $14.00 per Class A Common Unit, pursuant to the terms and conditions of the Offering set forth in an Offering Statement of AWA filed with the U.S. Securities and Exchange Commission (File No. 024-10460) (the “Offering”);
AWA Group LP Rocky Mount, NC 27804 SUBSCRIPTION AGREEMENT OFFERING OF UP TO 1,428,572 CLASS A COMMON UNITSSubscription Agreement • January 22nd, 2016 • AWA Group LP • Investment advice • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
AMENDED and RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF AWA MANAGEMENT LLCLimited Liability Company Agreement • December 31st, 2015 • AWA Group LP • Investment advice • Delaware
This Amended and Restated Limited Liability Company Agreement (the “Agreement”) is entered into as of June 9, 2015 with respect to AWA Management Company LLC (the “Company”), a Delaware limited liability company.
AGREEMENT OF LIMITED PARTNERSHIP OF AWA GROUP LP AGREEMENT OF LIMITED PARTNERSHIP OF AWA GROUP LPAgreement • December 31st, 2015 • AWA Group LP • Investment advice • Delaware
THIS AGREEMENT OF LIMITED PARTNERSHIP OF AWA GROUP LP, dated as of June 9, 2015, is entered into by and among AWA Management LLC, a Delaware limited liability company, as the General Partner, 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:
AWA Group LP ("Client") hereby engages Maxwell Financial Services ("Advisor") to provide certain Advisory Services, as defined below, and hereby engages Growth Capital Services, Inc. ("GCS"), an independent SEC-registered broker dealer and member of...AWA Group LP • January 23rd, 2017 • Investment advice • California
This agreement ("Agreement") sets forth the understanding and agreement among Client, Advisor and GCS with respect to the relationship among the parties and certain aspects of the Offering. Client, Advisor and GCS hereby agree to the following terms and conditions:
AWA Group LP Rocky Mount, NC 27804 SUBSCRIPTION AGREEMENT OFFERING OF UP TO 3,303,571 CLASS A COMMON UNITSSubscription Agreement • December 31st, 2015 • AWA Group LP • Investment advice • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THIS INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
