Torch Securities, LLCPlacement Agent Agreement • May 2nd, 2019 • Zabala Farms Group, LLC • California
This letter confirms the agreement between Torch Securities, LLC (“Torch Securities” or “we” or “us”) and Zabala Farms Group, LLC, a Delaware limited liability company (the “Company” or “you”) as follows:
AMENDMENT NO. 1 TOLLC Agreement • May 2nd, 2019 • Zabala Farms Group, LLC • California
THIS AMENDMENT TO LLC AGREEMENT OF ZABALA FARMS GROUP, LLC, a Delaware limited liability company (the “Company”), effective as of April 17, 2019 (this “Amendment”), is entered into by and among the members of the Company (the “Members”), pursuant to that certain LLC Agreement of the Company effective as of June 23, 2018 (the “LLC Agreement”). Capitalized terms not otherwise defined herein shall have the meanings given to them in the LLC Agreement.
LIMITED LIABILITY COMPANY AGREEMENT OF ZABALA FARMS GROUP, LLC Effective as of June 23, 2018Limited Liability Company Agreement • May 2nd, 2019 • Zabala Farms Group, LLC • Delaware
THE SECURITIES OFFERED HEREBY HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), NOR APPROVED OR DISAPPROVED BY THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SECURITIES AND EXCHANGE COMMISSION”) NOR BY THE SECURITIES REGULATORY AUTHORITY OF ANY STATE, NOR HAS ANY COMMISSION OR AUTHORITY PASSED UPON OR ENDORSED THE MERITS OF THE OFFERING OR THE ACCURACY OR ADEQUACY OF ANY DISCLOSURE MADE IN CONNECTION THEREWITH. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. THE SECURITIES OFFERED HEREBY HAVE BEEN ISSUED AND SOLD PURSUANT TO AN EXEMPTION FROM THE SECURITIES ACT AND MAY NOT BE RESOLD WITHOUT REGISTRATION UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR EXEMPTION THEREFROM.
38625 Calistoga Dr. Suite 200 Murrieta, CA 92563 - P: 951 - F: 951-602-6345 - E: contact@redsparrow360.com - W: www.redsparrow360.com Management Services AgreementManagement Services Agreement • May 2nd, 2019 • Zabala Farms Group, LLC • California
This Agreement is made effective April 03, 2019, by and between Zabala Farms Group, LLC (“ZFG”), of 38625 Calistoga Dr. Suite 200, Murrieta, California 92563, and Red Sparrow 360, LLC (RS360”), of 38625 Calistoga Dr. Suite 200, Murrieta, California 92563.
MEMBERSHIP INTEREST TRANSFER AGREEMENTMembership Interest Transfer Agreement • May 2nd, 2019 • Zabala Farms Group, LLC • California
This Membership Interest Transfer Agreement (“Agreement”) is entered into as April 4th, 2018 (“Effective Date”), by and between David Sheehan, an individual (“Sheehan”), David Emerson Brown, an individual (“Brown” Sheehan and Brown may collectively be referred to herein as the “Sellers”), and Zabala Farms Group, LLC a California limited liability company (“ZF Group”), each of whom may be referred to individually as a “Party” and collectively as the “Parties.” In consideration of the mutual covenants, agreements, representations and warranties contained in this Agreement, the Parties agree to enter into this transaction based upon the following recitals, terms and conditions:
AGREEMENT AND PLAN OF MERGERMerger Agreement • May 2nd, 2019 • Zabala Farms Group, LLC • Delaware
This Agreement and Plan of Merger (“Agreement”), dated as of November 30, 2018, by and between, on the one hand, Zabala Farms Group, LLC, a Delaware limited liability company (the “ZFG”), with its principal executive offices located at 43264 Business Park Dr. Suite # 105 Temecula, CA 92590; and on the other hand, Smart Initiatives, LLC, (“Smart”), Valley View Enterprises, LLC, (“Valley”) and Target Equity, LLC (“Target”), all California limited liability companies, with their principal executive offices located at 43264 Business Park Dr. Suite # 105 Temecula, CA 92590 (Smart, Valley and Target are each referred to as a “Company” and collectively referred to as the “Companies”).
