FORM OF INDEMNIFICATION AGREEMENTIndemnification Agreement • February 12th, 2018 • CNL Strategic Capital, LLC • Blank checks • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of the _____ day of June, 2017, by and among CNL Strategic Capital, LLC, a Delaware limited liability company (the “Company”) and , a director and/or officer of the Company (the “Indemnitee”).
CNL STRATEGIC CAPITAL, LLC a Delaware Limited Liability Company SEVENTH Amended and restated LIMITED LIABILITY COMPANY OPERATING AGREEMENTLimited Liability Company Operating Agreement • September 24th, 2024 • CNL Strategic Capital, LLC • Investment advice
THIS SEVENTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) of CNL STRATEGIC CAPITAL, LLC (the “Company”) is made and entered into as of ________, 2024 (the “Effective Date”) by CNL STRATEGIC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (“CSCM”), and Levine Leichtman Strategic Capital, LLC (“LLSC”), together (the “Members”), and any other Persons who are or hereafter become Members in the Company (as defined below) or parties hereto as provided herein. Capitalized terms used in this Agreement without definition shall have the respective meanings specified in Section 2.2 and, unless otherwise specified, article and section references used herein refer to Articles and Sections of this Agreement.
FORM OF MANAGING DEALER AGREEMENTManaging Dealer Agreement • September 30th, 2024 • CNL Strategic Capital, LLC • Investment advice • Florida
MANAGING DEALER AGREEMENT (this “Agreement”) is made and entered into as of the day of , between CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company (the “Company”) and CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”).
FORM OF PARTICIPATING BROKER AGREEMENT CNL STRATEGIC CAPITAL, LLCParticipating Broker Agreement • September 30th, 2024 • CNL Strategic Capital, LLC • Investment advice
THIS PARTICIPATING BROKER AGREEMENT (the “Agreement”) is made and entered into as of the day of , 202 , between CNL SECURITIES CORP., a Florida corporation (the “Managing Dealer”), and a (the “Broker”).
CNL STRATEGIC CAPITAL MANAGEMENT, LLC andSub-Management Agreement • March 1st, 2018 • CNL Strategic Capital, LLC • Blank checks • New York
THIS SECOND AMENDED AND RESTATED SUB-MANAGEMENT AGREEMENT (this “Agreement”), is entered into as of the 28th day of February, 2018, effective as of the date provided for herein, by and among CNL STRATEGIC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”), LEVINE LEICHTMAN STRATEGIC CAPITAL, LLC, a Delaware limited liability company (the “Sub-Manager”), and CNL Strategic Capital, LLC, a Delaware limited liability company (together with any wholly owned subsidiaries, the “Company”).
AGREEMENT AND PLAN OF MERGERMerger Agreement • February 12th, 2018 • CNL Strategic Capital, LLC • Blank checks • Delaware
This AGREEMENT AND PLAN OF MERGER, dated as of October 20, 2017 (this “Agreement”), by and among CNL Strategic Capital, LLC, a Delaware limited liability company (“Purchaser”), PFHI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”), Polyform Holdings, Inc., a Delaware corporation (the “Company”), and Levine Leichtman Capital Partners SBIC Fund, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Securityholders (the “Stockholders’ Representative”).
UNITED COMMUNITY BANK SECOND AMENDED AND RESTATED UNCONDITIONAL GUARANTYUnconditional Guaranty • September 16th, 2021 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries
WHEREAS, the above BORROWER (hereinafter termed “Borrower”) obtained a line of credit loan from Lender in the original principal amount of TWENTY-FIVE MILLION AND 00/100 DOLLARS ($25,000,000.00) (the “Loan”); and
CNL STRATEGIC CAPITAL, LLC PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • February 5th, 2020 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Florida
THIS PLACEMENT AGENT AGREEMENT (the “Agreement”) is made effective as of this 31st day of January, 2020 by and among CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company (the “Company”) and CNL SECURITIES CORP., a Florida corporation (“Placement Agent”). In consideration of the promises and mutual covenants and agreements hereinafter set forth the parties hereto, intending to be legally bound, hereby agree as follows:
Fourth aMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • November 18th, 2022 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • New York
THIS FOURTH AMENDED AND RESTATED MANAGEMENT AGREEMENT (the "Agreement") made as of the 17th day of November, 2022, effective as of the date provided herein, by and between CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company (the "Company"), and CNL STRATEGIC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the "Manager").
AMENDED AND RESTATED PROMISSORY NOTEPromissory Note • July 17th, 2020 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries
FOR VALUE RECEIVED, the undersigned, CNL STRATEGIC CAPITAL B, INC., a Delaware corporation (“Borrower”), having its office at 450 South Orange Avenue, Suite 1400, Orlando, Florida 32801promise to pay to the order of UNITED COMMUNITY BANK DBA SEASIDE BANK AND TRUST (“Lender”), having its office at 201 South Orange Avenue, Suite 1350, Orlando, Florida 32801, the principal sum of TWENTY MILLION AND NO/100 DOLLARS ($20,000,000.00) (the “Principal Sum”) or so much thereof as may be advanced hereunder, together with interest on the principal balance from time to time remaining unpaid from the date of each advance at the applicable interest rate hereinafter set forth, 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 paid over a term, at the times, and in the manner following, to wit:
ESCROW AGREEMENTEscrow Agreement • May 15th, 2018 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Delaware
This ESCROW AGREEMENT (this “Agreement”) is dated this 14th day of February, 2018, by and among CNL Strategic Capital, LLC, a Delaware limited liability company (the “Company”), UMB Bank, N.A. (the “Escrow Agent”) and CNL Securities Corp. (the “Managing Dealer”), (collectively, the “Parties”). This Agreement shall be effective as of the effective date of the Company’s registration statement filed with the Securities and Exchange Commission containing the Prospectus (as defined below) (the “Effective Date”).
Amended and Restated Expense Support and Conditional Reimbursement AgreementExpense Support and Conditional Reimbursement Agreement • February 12th, 2018 • CNL Strategic Capital, LLC • Blank checks • New York
This Amended and Restated Expense Support and Conditional Reimbursement Agreement (this “Agreement”) is dated February 7, 2018 by and among CNL Strategic Capital, LLC (the “Company”), CNL Strategic Capital Management, LLC (the “Manager”) and Levine Leichtman Strategic Capital, LLC (the “Sub-Manager,” and together with the Manager, the “Managers”).
SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENTManagement Agreement • March 1st, 2018 • CNL Strategic Capital, LLC • Blank checks • New York
THIS SECOND AMENDED AND RESTATED MANAGEMENT AGREEMENT (the “Agreement”) made as of the 28th day of February, 2018, effective as of the date provided herein, by and between CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company (the “Company”), and CNL STRATEGIC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Manager”).
Dated as of February 7, 2018Sub-Administration Agreement • February 12th, 2018 • CNL Strategic Capital, LLC • Blank checks • New York
THIS AMENDED AND RESTATED SUB-ADMINISTRATION AGREEMENT (this “Agreement”), is entered into as of the 7th day of February 2018, effective as of the date provided for herein, by and among CNL STRATEGIC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Administrator”), LEVINE LEICHTMAN STRATEGIC CAPITAL, LLC, a Delaware limited liability company (the “Sub-Administrator”) and CNL Strategic Capital, LLC, a newly organized Delaware limited liability company (the “Company”).
ADMINISTRATIVE SERVICES AGREEMENTAdministrative Services Agreement • February 12th, 2018 • CNL Strategic Capital, LLC • Blank checks • New York
THIS AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT (the “Agreement”) made as of the 7th day of February, 2018, effective as of the date provided for herein, by and between CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company (the “Company”), and CNL STRATEGIC CAPITAL MANAGEMENT, LLC, a Delaware limited liability company (the “Administrator”).
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • July 17th, 2020 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries
THIS AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made as of July 15, 2020 by and between CNL STRATEGIC CAPITAL B, INC., a Delaware corporation having an address of 450 South Orange Avenue, Suite 1400, Orlando, Florida 32801 (“Borrower”) and UNITED COMMUNITY BANK DBA SEASIDE BANK AND TRUST, whose address is 201 South Orange Avenue, Suite 1350, Orlando, FL 32801 (the “Lender”).
FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • February 12th, 2018 • CNL Strategic Capital, LLC • Blank checks
This FIRST AMENDMENT TO AGREEMENT AND PLAN OF MERGER, dated as of February 6, 2018 (this “Amendment”), by and among CNL Strategic Capital, LLC, a Delaware limited liability company (“Purchaser”), PFHI Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Purchaser (“Merger Sub”), Polyform Holdings, Inc., a Delaware corporation (the “Company”), and Levine Leichtman Capital Partners SBIC Fund, L.P., a Delaware limited partnership, solely in its capacity as the representative of the Securityholders (the “Stockholders’ Representative”).
NOTE PURCHASE AGREEMENTNote Purchase Agreement • October 8th, 2021 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • New York
This Assignment Agreement (this “Assignment Agreement”) is entered into as of ________ __, 20__ by and between the Assignor named on the signature page hereto (“Assignor”) and the Assignee named on the signature page hereto (“Assignee”). Reference is made to the Note Purchase Agreement dated as of October 7, 2021 (as amended, restated or otherwise modified from time to time, the “Note Purchase Agreement”) among DOUGLAS MACHINES BUYER, INC., a Delaware corporation, and immediately following the consummation of the Nautilus Acquisition (as defined in the Note Purchase Agreement), DOUGLAS MACHINES CORP., a Delaware corporation, DOUGLAS MACHINES HOLDINGS, LLC, a Delaware limited liability company, the Persons party thereto identified as Purchasers from time to time, and DM STRATEGIC CAPITAL DEBTCO, LLC, a Delaware limited liability company, as administrative agent (“Agent”). Capitalized terms used herein and not otherwise defined shall have the meanings assigned to them in the Note Purchas
SERVICE AGREEMENTService Agreement • February 12th, 2018 • CNL Strategic Capital, LLC • Blank checks • Florida
THIS SERVICE AGREEMENT (“Agreement”) is made and entered into as of the 7th day of February, 2018 (the “Effective Date”), by and between CNL Capital Markets Corp. (“CCM”), and CNL Strategic Capital Management, LLC (the “Administrator”).
FOURTH AMENDMENT TO THE ESCROW AGREEMENTEscrow Agreement • August 29th, 2022 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Delaware
This FOURTH AMENDMENT TO THE ESCROW AGREEMENT (this “Fourth Amendment”) is dated this 24th day of August, 2022, amends that certain ESCROW AGREEMENT (the “Original Agreement”) dated as of February 14, 2018, and, the First Amendment to the Escrow Agreement (the “First Amendment”) dated as of April 18, 2019, the Second Amendment to the Escrow Agreement dated as of July 12, 2019 (the “Second Amendment”), the Third Amendment to the Escrow Agreement dated as of January 31, 2020 (the “Third Amendment”), and that Letter Escrow Agreement dated as of October 19, 2021 (the “Letter Amendment”) by and among CNL Strategic Capital, LLC, a Delaware limited liability company (the “Company”), UMB Bank, N.A. as escrow agent (the “Escrow Agent”) and CNL Securities Corp. (the “Managing Dealer”), (collectively, the “Parties”)(the Original Escrow Agreement as amended by the First Amendment, Second Amendment, Third Amendment, and Letter Amendment, the “Agreement”). All capitalized terms not defined herein sh
MEMBERSHIP INTEREST PURCHASE AGREEMENT BY AND AMONGMembership Interest Purchase Agreement • April 5th, 2021 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Delaware
THIS MEMBERSHIP INTEREST PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 1, 2021, by and among each of the parties identified on Exhibit A, attached hereto (collectively, the “Sellers”), David A. Trott, in his individual capacity (“Trott”), Richard M. Rothfuss, in his individual capacity (“Rothfuss”), Huron Title Buyer, LLC, a Delaware limited liability company (“Buyer”), and David A. Trott, in his capacity as the Sellers’ Representative. Each Seller, Trott and Rothfuss is referred to individually in this Agreement as a “Seller Party” and together as the “Seller Parties”. Each Seller Party, Buyer and the Sellers’ Representative is referred to individually in this Agreement as a “Party” and together as the “Parties.”
Revolving LOAN AGREEMENTRevolving Loan Agreement • August 29th, 2022 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Florida
THIS REVOLVING LOAN AGREEMENT (“Loan Agreement” or “Agreement”) is made this 24th day of August, 2022 (“Effective Date”), by and among CNL STRATEGIC CAPITAL B, INC., a corporation existing under the laws of the State of Delaware with its principal place of business at 450 S. Orange Ave., Orlando, FL 32801 (“Borrower”), FIRST HORIZON BANK, a Tennessee banking corporation, with its principal place of business at 165 Madison Avenue, Memphis, Tennessee 38103 (“Bank”).
Pledge And Assignment Of Bank And Deposit AccountsPledge and Assignment of Bank and Deposit Accounts • February 20th, 2024 • CNL Strategic Capital, LLC • Investment advice • Florida
THIS PLEDGE AND ASSIGNMENT OF BANK AND DEPOSIT ACCOUNTS (this “Agreement”) is made and entered into this 15 day of February, 2024 by CNL STRATEGIC CAPITAL, LLC, a limited liability company organized under the laws of the State of Delaware, with its principal place of business at 450 S. Orange Avenue, Orlando, FL 32801 (“Pledgor”), with and in favor of VALLEY NATIONAL BANK (successor by merger to BANK LEUMI USA) (the “Bank”). The term “Bank” as used throughout this instrument shall be deemed to include VALLEY NATIONAL BANK, all its subsidiaries, and all its agencies, branches and departments wherever located.
CNL STRATEGIC CAPITAL B, INC. VALLEY NATIONAL BANK LOAN AND SECURITY AGREEMENTLoan and Security Agreement • February 20th, 2024 • CNL Strategic Capital, LLC • Investment advice • Florida
This LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of February 15, 2024 is entered into by and between VALLEY NATIONAL BANK (“Bank”) and CNL STRATEGIC CAPITAL B, INC., a Delaware corporation (“Borrower”) and CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company (“Guarantor” and together with Borrower, the “Credit Party”).
STOCK CONTRIBUTION AND PURCHASE AGREEMENT by and among MICHAEL AURIEMMA, as Seller, and ROUNDTABLE ACQUISITION, LLC, as Buyer, dated as of June 26, 2019Stock Contribution and Purchase Agreement • August 8th, 2019 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • New York
This Stock Contribution and Purchase Agreement (this “Agreement”), dated as of June 26, 2019 (the “Effective Date”), is entered into by and between Michael Auriemma, an individual (the “Seller”), and Roundtable Acquisition, LLC, a Delaware limited liability company (“Buyer”).
THIRD AMENDMENT TO THE ESCROW AGREEMENTEscrow Agreement • February 5th, 2020 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Delaware
This THIRD AMENDMENT TO THE ESCROW AGREEMENT (this “Third Amendment”) is dated this 31st day of January, 2020, amends that certain ESCROW AGREEMENT (the “Original Agreement”) dated as of February 14, 2018, the First Amendment to the Escrow Agreement (the “First Amendment”) dated as of April 18, 2019, and the Second Amendment to the Escrow Agreement (the “Second Amendment” dated as of July 12, 2019, by and among CNL Strategic Capital, LLC, a Delaware limited liability company (the “Company”), UMB Bank, N.A. as escrow agent (the “Escrow Agent”) and CNL Securities Corp. (the “Managing Dealer”), (collectively, the “Parties”)(the “Second Agreement”, the “First Amendment” and the Original Escrow Agreement” together the “Agreement”). All capitalized terms not defined herein shall have the meaning given to such term in the Original Agreement.
NOTE PURCHASE AGREEMENT dated as of February 7, 2018, among LAWN DOCTOR, INC., and each other Person who from time to time joins this Agreement as a borrower, as Companies, THE PURCHASERS PARTY HERETO, as Purchasers, and LD STRATEGIC CAPITAL DEBTCO,...Subordination Agreement • February 12th, 2018 • CNL Strategic Capital, LLC • Blank checks • New York
GUARANTY AGREEMENTGuaranty Agreement • August 29th, 2022 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Florida
FOR VALUE RECEIVED, and in consideration of credit given or to be given, advances made or to be made, or other financial accommodation from time to time afforded or to be afforded to CNL STRATEGIC CAPITAL B, INC., a Delaware corporation (hereinafter called the “Borrower”), by FIRST HORIZON BANK, a Tennessee banking corporation, and having a place of business in 315 E. Robinson St., Suite 350, Orlando, FL 32801 (hereinafter called the “Bank”), the undersigned CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company (hereinafter called the “Guarantor”) hereby jointly and severally, for itself, it’s heirs, executors, administrators and successors absolutely and unconditionally guarantee(s) the full and prompt payment to the Bank, at maturity (whether by acceleration or otherwise) and at all times thereafter, of
SECOND AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • September 16th, 2021 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries
THIS SECOND AMENDED AND RESTATED LOAN AGREEMENT (this “Agreement”) is made as effective of September 16, 2021 by and between CNL STRATEGIC CAPITAL B, INC., a Delaware corporation having an address of 450 South Orange Avenue, Suite 1400, Orlando, Florida 32801 (“Borrower”) and UNITED COMMUNITY BANK, a South-Carolina state-chartered bank DBA SEASIDE BANK AND TRUST, whose address is 700 W. Morse Blvd, Suite 100, Winter Park, FL 32789 (the “Lender”).
STOCK PURCHASE AGREEMENT STOCK PURCHASE AGREEMENT by and amongStock Purchase Agreement • October 8th, 2021 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Delaware
THIS STOCK PURCHASE AGREEMENT (this “Agreement”), dated as of October 7, 2021, is made by and among Douglas Machines Buyer, Inc., a Delaware corporation (“Purchaser”), Douglas Machines Corp., a Delaware corporation (the “Company”), and Douglas Acquisition Company, LLC, a Delaware limited liability company (“Seller”).
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • August 29th, 2022 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Florida
PLEDGE AND SECURITY AGREEMENT (the “Agreement”) dated as of the 24th day of August, 2022 (“Effective Date”) made by CNL STRATEGIC CAPITAL B, INC., a Delaware corporation, whose address is 450 S. Orange Ave., Orlando, FL 32801 (the “Borrower”) and CNL Strategic Capital, LLC, a Delaware limited liability company (“Guarantor”), in favor of FIRST HORIZON BANK, whose address is 315 E. Robinson St., Suite 350, Orlando, FL 32801 (the “Lender”) .
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • July 17th, 2020 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries
THIS PLEDGE AND SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 15th day of July, 2020, by and between CNL STRATEGIC CAPITAL, LLC, a Delaware limited liability company whose address is 450 South Orange Avenue, Suite 1400, Orlando, Florida 32801 (“Pledgor”), and UNITED COMMUNITY BANK DBA SEASIDE BANK AND TRUST, whose address is 201 South Orange Avenue, Suite 1350, Orlando, FL 32801 (“Secured Party”);
SECOND AMENDMENT TO THE ESCROW AGREEMENTEscrow Agreement • July 16th, 2019 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Delaware
This SECOND AMENDMENT TO THE ESCROW AGREEMENT (this “Second Amendment”) is dated this 12th day of July, 2019, amends that certain ESCROW AGREEMENT (the “Original Agreement”) dated as of February 14, 2018, and, the First Amendment to the Escrow Agreement (the “First Amendment”) dated as of April 18, 2019 by and among CNL Strategic Capital, LLC, a Delaware limited liability company (the “Company”), UMB Bank, N.A. as escrow agent (the “Escrow Agent”) and CNL Securities Corp. (the “Managing Dealer”), (collectively, the “Parties”)(the “First Amendment” and the Original Escrow Agreement” together the “Agreement”). All capitalized terms not defined herein shall have the meaning given to such term in the Original Agreement.
COST REIMBURSEMENT AGREEMENTCost Reimbursement Agreement • February 25th, 2020 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Minnesota
This Cost Reimbursement Agreement (this “Agreement”) dated as of the 24th day of February, 2020 (the “Effective Date”), is made by and among each of CNL Strategic Capital, LLC a Delaware limited liability company (the “Company”), CNL Securities, Corp., a Florida Corporation (the “Placement Agent” and together with the Company, the “Issuer Entities”) and American Enterprise Investment Services Inc. (“AEIS”).
FIRST AMENDMENT TO THE ESCROW AGREEMENTEscrow Agreement • April 18th, 2019 • CNL Strategic Capital, LLC • Miscellaneous manufacturing industries • Delaware
This FIRST AMENDMENT TO THE ESCROW GREEMENT (this “First Amendment”) is dated this _18th___ day of April, 2019, amends that certain ESCROW AGREEMENT (the “Original Agreement”) dated as of February 14, 2018, by and among CNL Strategic Capital, LLC, a Delaware limited liability company (the “Company”), UMB Bank, N.A. as escrow agent (the “Escrow Agent”) and CNL Securities Corp. (the “Managing Dealer”), (collectively, the “Parties”)(the “First Amendment” and the Original Escrow Agreement” together the “Agreement”). All capitalized terms not defined herein shall have the meaning given to such term in the Original Agreement.
