LEGION CAPITAL CORPORATION Maximum: 1,500,000 Shares of Common Stock No par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • July 30th, 2018 • Legion Capital Corp • Investment advice • New York
Asset Purchase Agreement (Sale of Substantially All Assets)Asset Purchase Agreement • July 17th, 2018 • Legion Capital Corp • Investment advice • Florida
THIS ASSET PURCHASE AGREEMENT (“Agreement”) is entered into on the 27th day of April, 2018 (the “Effective Date”), by and among SDC of Florida, LLC, a Florida limited liability company (“Seller”), Legion SDC, LLC, a Florida limited liability company (“Buyer”), and Robert E. Smith and Amy J. Smith (collectively, the “Members”).
5 million Regulation A+ Initial Public Offering of Stock SUBSCRIPTION AGREEMENTSubscription Agreement • May 15th, 2018 • Legion Capital Corp • Investment advice • Florida
This Subscription Agreement (this “Agreement”) is dated as of 2018 between Legion Capital Corporation, a Florida corporation (“Company”) and , (“Purchaser”).
PROMISSORY NOTELegion Capital Corp • July 17th, 2018 • Investment advice
FOR VALUED RECEIVED, the undersigned, LEGION ARB LLC, a Florida limited liability company (the “Borrower”), having its office at 301 E. Pine Street, Suite 850, Orlando, Florida 32801, promises to pay to the order of ROBERT E. SMITH AND JOHN T. GARVER, II, as designees for A.R. Bailey Homes, LLC under an associated Asset Purchase Agreement dated June 8, 2018 that provides for possible adjustments to the amounts due under this Promissory Note, (the “Lender”), having their office at 1950 E. Irlo Bronson Highway, Suite 200, Kissimmee, FL 34744, the principal sum of THREE MILLION FIVE HUNDRED THOUSAND DOLLARS ($3,500,000) (the “Principal Sum”), together with interest on the principal, in lawful money of the United States of America which shall be legal tender in payment of all debts at the time of payment; said principal and interest to be in the manner following, to wit:
PROMISSORY NOTELegion Capital Corp • July 17th, 2018 • Investment advice
FOR VALUED RECEIVED, the undersigned, LEGION ARB LLC, a Florida limited liability company (the “Borrower”), having its office at 301 E. Pine Street, Suite 850, Orlando, Florida 32801, promises to pay to the order of ROBERT E. SMITH AND JOHN T. GARVER, II, as designees for A.R. Bailey Homes, LLC under an associated Asset Purchase Agreement dated June 8, 2018 that provides for possible adjustments to the amounts due under this Promissory Note, (the “Lender”), having their office at 1950 E. Irlo Bronson Highway, Suite 200, Kissimmee, FL 34744, the principal sum of EIGHT HUNDRED THOUSAND DOLLARS (“$800,000”) (the “Principal Sum”), together with interest on the principal, in lawful money of the United States of America which shall be legal tender in payment of all debts at the time of payment; said principal and interest to be in the manner following, to wit:
CONTRIBUTION AGREEMENTContribution Agreement • July 9th, 2018 • Legion Capital Corp • Investment advice • Florida
This CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of November 30, 2017, by and between Legion Select Venture Fund, LLC, a Delaware limited liability company (“Transferor”), and Legion Select Holdings, LLC, a Florida limited liability company (the “Company”). Each of the foregoing parties may be referred to herein as a “£fil:!y” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • March 20th, 2020 • Legion Capital Corp • Investment advice • Florida
This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between LEGION CAPITAL CORPORATION, a Florida corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).
MANAGING BROKER DEALER AGREEMENTManaging Broker Dealer Agreement • March 20th, 2020 • Legion Capital Corp • Investment advice • South Carolina
This Agreement (the “Agreement”) is entered into on March 13, 2020, by and between LEGION CAPITAL CORPORATION, a Florida corporation (the “Company”), and SEQUENCE FINANCIAL SPECIALISTS LLC, a [South Carolina] limited liability company (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) of up to $40,000,000 of Corporate Bonds and Redeemable Products Stock (collectively, the “Products”) of the Company to be sold pursuant to an offering statement on Form 1/A (File No. 024-11123), filed with the United States Securities and Exchange Commission (the “SEC”), as the same is later declared qualified by the SEC and as it may be amended and supplemented (including documents incorporated by reference, any Preliminary Offering Circular, Final Offering Circular and all exhibits to such offering statement) from time to time (collectively, “Offering Statement”).
CORPORATE NOTE PURCHASE And loan agreementCorporate Note Purchase and Loan Agreement • July 21st, 2017 • Legion Capital Corp • Investment advice
Addendum 1 to Asset Purchase AgreementAsset Purchase Agreement • July 17th, 2018 • Legion Capital Corp • Investment advice
THIS ADDENDUM 1 TO ASSET PURCHASE AGREEMENT (“Addendum 1”) is entered into on the 2nd day of July, 2018 (the “Effective Date”), by and among A.R. Bailey Homes, LLC, a Florida limited liability company (“Seller”), Legion Capital Corp. or its successor, assignee, or nominee, known herein as “Legion ARB, LLC” (“Buyer”), and Robert E. Smith and John T. Garver, II (collectively, the “Members”).
Addendum 1 to Asset Purchase AgreementAsset Purchase Agreement • July 17th, 2018 • Legion Capital Corp • Investment advice
THIS ADDENDUM 1 TO ASSET PURCHASE AGREEMENT (“Addendum 1”) is entered into on the 2nd day of July, 2018 (the “Effective Date”), by and among SDC of Florida, LLC, a Florida limited liability company (“Seller”), Legion SDC, LLC, a Florida limited liability company (“Buyer”), and Robert E. Smith and Amy J. Smith (collectively, the “Members”).
Amendment No. 1 to Managing Broker Dealer AgreementBroker Dealer Agreement • May 14th, 2020 • Legion Capital Corp • Investment advice • South Carolina
Reference is made to the Managing Broker Dealer Agreement, dated March 13, 2020, (the “MBD Agreement”), by and between Sequence Financial Specialists LLC (“SFS”) and Legion Capital Corporation (the “Company”). All capitalized terms used in this Amendment No. 1 to the MBD Agreement (this “Amendment”) and not otherwise defined herein shall have the respective meanings assigned to such terms in the MBD Agreement. SFS and the Company agree as follows:
LIMITED LIABILITY COMPANY AGREEMENT OF LEGION SELECT HOLDINGS, LLC November 30, 2017Limited Liability Company Agreement • July 9th, 2018 • Legion Capital Corp • Investment advice • Delaware
THIS LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”) of LEGION SELECT HOLDINGS, LLC, a Florida limited liability company (the “Company”), is entered into pursuant to the Florida Limited Liability Company Act and is entered into and shall be effective as of the 30th day of November, 2017, by and among Legion Capital Corporation, a Florida corporation (“Legion Capital”), and Legion Select Venture Fund, LLC, a Delaware limited liability company (the “Fund”).
CORPORATE NOTE PURCHASE And loan agreementCorporate Note Purchase and Loan Agreement • July 11th, 2017 • Legion Capital Corp • Investment advice
