SECURITIES DISTRIBUTION AGREEMENTSecurities Distribution Agreement • November 9th, 2017 • Royalty Flow Inc. • Patent owners & lessors • New York
THIS SECURITIES DISTRIBUTION AGREEMENT (the “Agreement”), dated as of the date this Agreement is executed as noted on the signature page hereto (“Effective Date”), by and between the party listed on Schedule A hereto as the Issuer (the “Issuer”), and Folio Investments, Inc., a Virginia corporation (“Folio”) and sets forth the terms under which Folio will engage in reasonable efforts to market to investors to be subscribers to Issuer’s Offering (as defined below) from clients with accounts on Folio’s online platform (the “Platform”).
ESCROW SERVICES AND CUSTODY AGREEMENTEscrow Services and Custody Agreement • October 18th, 2017 • Royalty Flow Inc. • Patent owners & lessors • New York
This Escrow Services and Custody Agreement (this “Agreement”) is effective this ___th day of ____________, 2017 (the “Effective Date”) by and among Royalty Flow Inc., a Delaware corporation (“Issuer”), and Folio Investments, Inc. (“Folio”), a Virginia corporation. Issuer and Folio are hereby referred to collectively as the “Parties” or individually as a “Party”.
FORM OF RESTRICTED STOCK AWARD AGREEMENT ROYALTY FLOW INC.Restricted Stock Award Agreement • January 23rd, 2018 • Royalty Flow Inc. • Patent owners & lessors • Delaware
Subject to the terms of the Royalty Flow Inc. 2018 Omnibus Incentive Plan (the “Plan”), Royalty Flow Inc. (the “Company”) and the Participant (“you”) agree as follows:
SHARED SERVICES AGREEMENT ROYALTY EXCHANGE, INC. SERVICES TO ROYALTY FLOW INC.Shared Services Agreement • March 2nd, 2018 • Royalty Flow Inc. • Patent owners & lessors • Delaware
THIS MANAGEMENT AGREEMENT is entered into on _____, 2018 by and between Royalty Exchange, Inc., a Delaware corporation (“Royalty Exchange”), and Royalty Flow Inc., an Delaware corporation (“Royalty Flow”).
FORM OF RESTRICTED STOCK UNIT AWARD AGREEMENT ROYALTY FLOW INC.Restricted Stock Unit Award Agreement • January 23rd, 2018 • Royalty Flow Inc. • Patent owners & lessors • Delaware
Subject to the terms of the Royalty Flow Inc. 2018 Omnibus Incentive Plan (the “Plan”), Royalty Flow Inc. (the “Company”) and the Participant (“you”) agree as follows:
FORM OF DIRECTOR INDEMNIFICATION AGREEMENTDirector Indemnification Agreement • September 25th, 2017 • Royalty Flow Inc. • Patent owners & lessors • Delaware
This Indemnification Agreement (“Agreement”), dated as of ___________, is by and between Royalty Flow Inc., a Delaware corporation (the “Company”) and __________________ (the “Indemnitee”).
PURCHASE AGREEMENTPurchase Agreement • November 16th, 2017 • Royalty Flow Inc. • Patent owners & lessors • Michigan
This Purchase Agreement (this “Agreement”) is made this 15th day of November, 2017 (the “Effective Date”), by and among Royalty Exchange Inc. (“Buyer”) and F.B.T. Productions LLC (“FBT”) and Em2M LLC (“Em2M”) (each, a “Seller” and, collectively, “Sellers”). Each of Buyer and Sellers may be referred to as a “Party” and jointly as the “Parties.”
PURCHASE, CONTRIBUTION AND ASSUMPTION AGREEMENTPurchase, Contribution and Assumption Agreement • November 16th, 2017 • Royalty Flow Inc. • Patent owners & lessors • Delaware
This PURCHASE, CONTRIBUTION AND ASSUMPTION AGREEMENT (the “Agreement”) is made as of November 15, 2017, by and among Royalty Exchange Inc., a Delaware corporation (the “Parent”) and Royalty Flow Inc., a Delaware corporation (“Subsidiary”).
AMENDED AND RESTATED OPTION AGREEMENTOption Agreement • November 16th, 2017 • Royalty Flow Inc. • Patent owners & lessors • Michigan
This Amended and Restated Option Agreement (this “Agreement”) is made November 13, 2017, (the “Effective Date”), by and among Royalty Exchange, Inc. (“Royalty Exchange”), on the one hand, and F.B.T. Productions LLC (“FBT”) and Em2M LLC (“Em2M”) (each, a “Seller” and, collectively, “Sellers”), on the other hand. Each of Royalty Exchange, Buyer (as hereinafter defined) and Sellers may be referred to as a “Party” and jointly as the “Parties.” This Agreement amends and restates in its entirety that certain Option Agreement by and among the parties hereof, dated the 27th day of April, 2017 (the “April Option Agreement”).
OPTION AGREEMENTOption Agreement • September 25th, 2017 • Royalty Flow Inc. • Patent owners & lessors • Michigan
This Option Agreement (this “Agreement”) is made this 27th day of April, 2017 (the “Effective Date”), by and among Royalty Exchange, Inc. (“Royalty Exchange”), on the one hand, and F.B.T. Productions LLC (“FBT”) and Em2M LLC (“Em2M”) (each, a “Seller” and, collectively, “Sellers”), on the other hand. Each of Royalty Exchange, Buyer (as hereinafter defined) and Sellers may be referred to as a “Party” and jointly as the “Parties.”
January 16, 2018 VIA ELECTRONIC DELIVERY:Engagement Letter • January 23rd, 2018 • Royalty Flow Inc. • Patent owners & lessors
This engagement letter states certain conditions and assumptions upon which Maxim becoming lead placement agent in the Offering is premised. However, except as expressly provided for herein, this engagement letter is not intended to be a binding legal document, with the exception of those specific sections of this engagement letter that are agreed to be binding. All references in this engagement letter to dollars or $ shall mean United States dollars.
AMENDMENT NO. 1 TO PURCHASE, CONTRIBUTION AND ASSUMPTION AGREEMENTPurchase, Contribution and Assumption Agreement • January 23rd, 2018 • Royalty Flow Inc. • Patent owners & lessors • Colorado
This AMENDMENT NO. 1 TO PURCHASE, CONTRIBUTION AND ASSUMPTION AGREEMENT (the “Amendment”) is made as of January 22, 2018, by and among Royalty Exchange, Inc., a Delaware corporation (the “Parent”) and Royalty Flow Inc., a Delaware corporation (“Subsidiary”).
