ESCROW AGREEMENTEscrow Agreement • June 28th, 2023 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation • New York
This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • September 3rd, 2021 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation • Delaware
THIS ESCROW AGREEMENT, effective as of 8/20/2021, (“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”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Winged Foot, a series of Commonwealth Thoroughbreds LLC, a Delaware Series LLC (“Issuer”) located at 6210 Wilshire Blvd., Suite 311, Los Angeles, CA 90048.
ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • September 3rd, 2021 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation • Delaware
THIS ESCROW AGREEMENT, effective as of 8/20/2021, (“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”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series We The People, a series of Commonwealth Thoroughbreds LLC, a Delaware Series LLC (“Issuer”) located at 6210 Wilshire Blvd., Suite 311 Los Angeles, CA 90048
Amendment to Broker Dealer Services AgreementBroker Dealer Services Agreement • April 8th, 2020 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation • Delaware
This Amendment to Broker Dealer Services Agreement (this “Amendment”), dated as of March 30, 2020 (the “Amendment Date”), is by and between Commonwealth Thoroughbreds, LLC (“Company”) and North Capital Private Securities Corporation (“NCPS”). Capitalized terms used herein and not otherwise defined shall have the meanings as set forth in the Agreement (as defined below).
Broker-Dealer AgreementBroker-Dealer Agreement • August 10th, 2023 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Commonwealth Thoroughbreds LLC (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of July 5, 2023 (the “Effective Date”):
Amendment to Broker Dealer Services AgreementBroker Dealer Services Agreement • March 3rd, 2020 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation • Delaware
This Amendment to Broker Dealer Services Agreement (this “Amendment”), dated as of February 27, 2020 (the “Amendment Date”), is by and between Commonwealth Thoroughbreds, LLC (“Company”) and North Capital Private Securities Corporation (“NCPS”). Capitalized terms used herein and not otherwise defined shall have the meanings as set forth in the Agreement (as defined below).
Broker Dealer Services AgreementBroker Dealer Services Agreement • December 13th, 2019 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation • Delaware
This Broker Dealer Services Agreement (this “Agreement”), effective as of December 10, 2019 (“Effective Date”), is entered into by Commonwealth Thoroughbreds LLC, a Delaware limited liability company (“Company”), and North Capital Private Securities Corporation, a Delaware corporation (“NCPS”, together with Company, the “Parties”, and each, a “Party”). Effective as of the Effective Date this Agreement amends and restates in its entirety that certain Solicitation Agreement – Private Debt, Equity, and Hybrid Securities, dated as of August 22, 2019 and amended as of September 4, 2019, by and between the Parties (the “Prior Agreement”).
Exhibit Justify ‘21 Series Designation of Series Justify ‘21, a series of Commonwealth Thoroughbreds LLCCommonwealth Thoroughbreds LLC • June 28th, 2023 • Services-racing, including track operation
In accordance with the Amended and Restated Limited Liability Company Agreement of Commonwealth Thoroughbreds LLC (the “Company”) dated as of September 27, 2019 (the “LLC Agreement”) and amended as of October 1, 2022 and upon the execution of this Exhibit Justify ‘21 by the Company and Commonwealth Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series Justify ‘21, a series of Commonwealth Thoroughbreds LLC (“Series Justify ‘21”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the LLC Agreement as “Exhibit Justify ‘21”.
to the Amended and Restated Limited Liability Company Agreement ofLimited Liability Company Agreement • October 12th, 2022 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation
Exhibit Head of the Class Series Designation of Series Head of the Class, a series of Commonwealth Thoroughbreds LLCCommonwealth Thoroughbreds LLC • June 28th, 2023 • Services-racing, including track operation
In accordance with the Amended and Restated Limited Liability Company Agreement of Commonwealth Thoroughbreds LLC (the “Company”) dated as of September 27, 2019 (the “LLC Agreement”) and amended as of October 1, 2022 and upon the execution of this Exhibit Head of the Class by the Company and Commonwealth Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series Head of the Class, a series of Commonwealth Thoroughbreds LLC (“Series Head of the Class”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the LLC Agreement as “Exhibit Head of the Class”.
Broker-Dealer AgreementBroker-Dealer Agreement • April 13th, 2021 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Commonwealth Thoroughbreds LLC (“Client”), a Delaware Limited Liability Company, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of January 26, 2021 (the “Effective Date”):
Exhibit We The People Series Designation of Series We The People, a series of Commonwealth Thoroughbreds LLCCommonwealth Thoroughbreds LLC • September 3rd, 2021 • Services-racing, including track operation
In accordance with the Amended and Restated Limited Liability Company Agreement of Commonwealth Thoroughbreds LLC (the “Company”) dated as of September 27, 2019 (the “LLC Agreement”) and upon the execution of this Exhibit We The People by the Company and Commonwealth Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series We The People, a series of Commonwealth Thoroughbreds LLC (“Series We The People”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the LLC Agreement as “Exhibit We The People”.
AMENDED AND RESTATED ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • April 13th, 2021 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation • Delaware
THIS AMENDED AND RESTATED ESCROW AGREEMENT, effective as of 3/8/2021, (“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”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Commonwealth Thoroughbreds LLC, Series OL2018, a Delaware Series LLC (“Issuer”) located at 1450 North Broadway, Lexington, Kentucky 40505 . This Amended and Restated Escrow Agreement amends and restates in its entirety that certain Escrow Agreement dated as of May 26, 2020, by and between NCPS and Issuer (the “Prior Agreement”).
ESCROW AGREEMENT FOR CONTINGENT SECURITIES OFFERINGEscrow Agreement • December 13th, 2019 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation • Delaware
THIS ESCROW AGREEMENT, effective as of _______, 2019 (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware corporation, registered Broker-Dealer, member of FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 (“NCPS”) acting hereunder as escrow agent (in such capacity “Escrow Agent”) and as placement agent (in such capacity ‘Placement Agent”); and Commonwealth Thoroughbreds LLC, a Delaware series limited liability company (“Issuer”) located at 1450 North Broadway, Lexington, Kentucky 40505.
Exhibit Swing Shift Series Designation of Series Swing Shift, a series of Commonwealth Thoroughbreds LLCCommonwealth Thoroughbreds LLC • September 3rd, 2021 • Services-racing, including track operation
In accordance with the Amended and Restated Limited Liability Company Agreement of Commonwealth Thoroughbreds LLC (the “Company”) dated as of September 27, 2019 (the “LLC Agreement”) and upon the execution of this Exhibit Swing Shift by the Company and Commonwealth Markets, Inc. in its capacity as Managing Member of the Company and Initial Member of Series Swing Shift, a series of Commonwealth Thoroughbreds LLC (“Series Swing Shift”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the LLC Agreement as “Exhibit Swing Shift”.
AMENDMENT TO THE ESCROW AGREEMENTThe Escrow Agreement • April 13th, 2021 • Commonwealth Thoroughbreds LLC • Services-racing, including track operation
This Amendment to the Escrow Agreement (this “Amendment”) is entered into as of 4/6/2021 by North Capital Private Securities (“Escrow Agent”), Dalmore Group LLC (“Broker”) and Commonwealth Thoroughbreds LLC, Series OL2018 (“Issuer”). NCPS, Broker, and the Issuer are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
