SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2019 • Philadelphia Powderkegs, Inc. • Utah
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 SUCH 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.
SUBSCRIPTION AGREEMENTSubscription Agreement • April 22nd, 2019 • Philadelphia Powderkegs, Inc. • Services-amusement & recreation services • 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 SUCH 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 SOLICITATION AGREEMENTSolicitation Agreement • April 22nd, 2019 • Philadelphia Powderkegs, Inc. • Services-amusement & recreation services • Delaware
THIS AGREEMENT is entered into as of April 17, 2019, by and among Philadelphia Powderkegs, Inc. having a principal address at 450 Main Street Unit 1715, Park City, Utah 84060 (the “Company”), North Capital Private Securities Corporation (“NCPS”) regarding the solicitation by NCPS of qualified investors for debt, equity, or hybrid securities issued by the Company (the “Offering”) on the terms and subject to the conditions contained herein.
SOLICITATION AGREEMENT Private Debt, Equity, and Hybrid SecuritiesSolicitation Agreement • March 7th, 2019 • Philadelphia Powderkegs, Inc. • Delaware
THIS AGREEMENT is entered into as of _____________ by and among Philadelphia Powderkegs, Inc. having a principal address at 450 Main Street Unit 1715, Park City, Utah 84046 (the “Company”), North Capital Private Securities Corporation (“NCPS”) regarding the solicitation by NCPS of qualified investors for debt, equity, or hybrid securities issued by the Company pursuant to Regulation A under the Securities Act of 1933 (the “Offering”) on the terms and subject to the conditions contained herein.
Philadelphia Powderkegs, Inc. / The Crown League, LLC SECURITY AGREEMENTSecurity Agreement • March 7th, 2019 • Philadelphia Powderkegs, Inc. • Utah
THIS SECURITY AGREEMENT (this “Agreement”) is made as of March ___, 2019, by and between The Crown League, LLC, a Delaware limited liability company ("Secured Party") and Philadelphia Powderkegs, Inc., a Delaware corporation (“Debtor”).
Philadelphia Powderkegs, Inc. / The Crown League, LLC COMITMENT FOR FUTURE ADVANCESComitment for Future Advances • March 7th, 2019 • Philadelphia Powderkegs, Inc. • Utah
This COMITMENT FOR FUTURE ADVANCES (this “Agreement”) is dated as of March ___, 2019, and entered into by and between The Crown League, LLC, a Delaware limited liability company ("Borrower”) and Philadelphia Powderkegs, Inc., a Delaware Corporation (“Lender”). This Agreement is being entered into simultaneously with a $2,500,000 Share Acquisition Loan agreement, pursuant to which Borrower issued a note to Lender in exchange for Class A Membership Units in Borrower (the “Note”).
Philadelphia Powderkegs, Inc. / The Crown League, LLC SHARE ACQUISITION LOANSecurity Agreement • March 7th, 2019 • Philadelphia Powderkegs, Inc. • Utah
In exchange for 416,600 Class A Units (the “Class A Units”) of The Crown League, LLC, a Delaware limited liability company (the “Holder”), the Philadelphia Powderkegs, Inc., a Delaware corporation, (“Debtor”), promises to pay to Holder the principal sum of $2,500,000.00, plus all interest that accrues hereon (the “Note”). This Note is being entered into simultaneously with a Commitment for Future Advances between Debtor and Holder pursuant to which Debtor has agreed to advance Holder $3,200,000 on or before December 31, 2020 (the “Commitment for Future Advances”).
ESCROW AGREEMENT FOR CONTINGENT SECURITIES OFFERINGEscrow Agreement • March 7th, 2019 • Philadelphia Powderkegs, Inc. • Delaware
THIS ESCROW AGREEMENT, effective as of _____________, (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 (“NCPS”) as escrow agent hereunder (“NCPS” or “Escrow Agent”); North Capital Private Securities Corporation (“Placement Agent”), a Delaware Corporation located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047; and ____________________________, a ________________________ (“Issuer”) located at _____________________________________________________________.
Philadelphia Powderkegs, Inc. / The Crown League, LLC SHARE ACQUISITION LOANPhiladelphia Powderkegs, Inc. • April 22nd, 2019 • Services-amusement & recreation services • Utah
In exchange for 416,600 Class A Units (the “Class A Units”) of The Crown League, LLC, a Delaware limited liability company (the “Holder”), the Philadelphia Powderkegs, Inc., a Delaware corporation, (“Debtor”), promises to pay to Holder the principal sum of $125, 000.00, plus all interest that accrues hereon (the “Note”).
