LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • May 13th, 2020 • iCap Vault 1, LLC • Real estate • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of iCap Vault 1, LLC, a Delaware limited liability company (the “Company”), is dated as of ______________, 2020, and is entered into by iCap Vault, LLC as its sole initial Member (the “Initial Member”).
ICAP VAULT I, LLC, as Issuer, VAULT HOLDING, LLC, as Subsidiary Guarantor, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee, Indenture Dated as of ___________, 2020 Variable Denomination Floating Rate Demand NotesIndenture • February 14th, 2020 • iCap Vault 1, LLC • Delaware
INDENTURE, dated as of ______________, 2020, between iCap Vault 1, LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Issuer” or the “Company”), having its principal office at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006, Vault Holding, LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Subsidiary Guarantor”), having its principal office at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 and American Stock Transfer & Trust Company, LLC, a New York limited liability company, having its Corporate Trust Office at 6201 15th Avenue, Brooklyn, NY 11219 (referred to herein as the “Trustee”).
SECOND AMENDED AND RESTATED BROKER-DEALER AGREEMENTBroker-Dealer Agreement • August 13th, 2021 • iCap Vault 1, LLC • Real estate • Delaware
This Second Amended and Restated Broker-Dealer Agreement (this “Agreement”) is entered into by and among iCap Vault 1, LLC, a Delaware limited liability company (“iCap Vault 1”), Vault Holding 1, LLC, a Delaware limited liability company (“Vault Holding 1”), and Cobalt Capital, Inc., a Florida corporation (the “Broker-Dealer”), effective August 9, 2021 (the “Effective Date”), regarding the offering and sale (the “Offering”) by iCap Vault 1 of up to $500,000,000 of Senior Secured Demand Notes (the “Notes”) issued by iCap Vault 1, as guaranteed by Vault Holding 1, LLC (“Guarantee”; and together with Notes, collectively, referred to herein as the “Securities”) pursuant to that certain Registration Statement on Form S-11 (the “Registration Statement”) filed by iCap Vault 1 and Vault Holding 1 (collectively, the “Issuer”) with the Securities and Exchange Commission (“SEC”). Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Registr
GUARANTY AGREEMENTGuaranty Agreement • May 13th, 2020 • iCap Vault 1, LLC • Real estate • Delaware
This Guaranty (this “Guaranty”) is made and entered into as of [________], 2020 (the “Effective Date”) by Vault Holding 1, LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of each of the holders (each, a “Holder”) of promissory notes (the “Notes”) issued by iCap Vault 1, LLC, a Delaware limited liability company and the sole member of Guarantor (“Borrower”) pursuant to an offering of up to $500,000,000 of Variable Denomination Floating Rate Demand Notes of Borrower commencing on or about [________], 2020 (the “Offering”). Defined terms used herein without definition shall have the meaning given to them in the Notes.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • May 13th, 2020 • iCap Vault 1, LLC • Real estate • Delaware
This Pledge and Security Agreement (this “Agreement”), dated as of [________], 2020 (the “Effective Date”), is entered into by and between iCap Vault 1, LLC, a Delaware limited liability company (“Pledgor”) and Marketplace Realty Advisors, LLC, a Washington limited liability company, in its capacity as collateral agent and pledgee hereunder (in such capacity “Agent”) for the benefit of holders of promissory notes issued by Pledgor pursuant to an offering (the “Offering”) of up to $500,000,000 of Variable Denomination Floating Rate Demand Notes of Pledgor (the “Notes”), pursuant to an Indenture dated [________], 2020 (“Indenture”) commencing on or about [___________], 2020 (the “Holders”). Each of Pledgor and Agent may be referred to herein as a “Party” and collectively as the “Parties.” Defined terms used herein without definition shall have the meaning given to them in the Indenture.
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • February 14th, 2020 • iCap Vault 1, LLC • Delaware
This Collateral Agent Agreement (this “Agreement”), dated as of ___________, 2020, is entered into by and among iCap Vault 1, LLC, a Delaware limited liability company (“Issuer”), the holders of the Notes (defined below) who become a party hereto (the “Holders”), and Marketplace Realty Advisors, LLC, a Washington limited liability company, in its capacity as collateral agent, and any successor collateral agent (in such capacity “Agent”) for the Holders. Any party who acquires a Note (as defined below) shall, in accordance with the provisions of the Indenture, become bound by this Agreement in his/her/its capacity as Holder for all periods in which Holder carries an outstanding balance under a Note, to the same extent as if such party had originally executed this Agreement.
500,000,000 of Variable Denomination Floating Rate Demand Notes iCap Vault 1, LLC PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • December 6th, 2021 • iCap Vault 1, LLC • Real estate • Washington
iCap Vault Management, LLC, a Delaware limited liability company, is the Manager of iCap Vault 1, LLC, a Delaware limited liability company (the “Company”) engaged in business to acquire income-producing real estate properties and financial instruments related to real estate properties. The Manager, on behalf of the Company, proposes to offer and sell to qualified investors, upon the terms and subject to the conditions set forth in the Prospectus dated May 5, 2021, as amended (the “Prospectus”), variable denomination floating rate demand notes (“Notes”) of the Company, with a minimum investment of $25.00 per purchaser. The offering is for a maximum of $500,000,000 in Notes.
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2020 • iCap Vault 1, LLC • Delaware
SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of __________ __, 20__, by and among iCap Vault 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Company”), and the buyer identified on the signature page hereto (“Buyer”).
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • March 31st, 2021 • iCap Vault 1, LLC • Real estate • Delaware
SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of ____________, 20__, by and among iCap Vault 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Company”), Vault Holding 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Guarantor”), and the buyer identified on the signature page hereto (“Buyer”).
LOAN AGREEMENTLoan Agreement • February 4th, 2022 • iCap Vault 1, LLC • Real estate • South Carolina
This Loan Agreement (the “Agreement”), made as of January 28, 2022 by and between Lima One Capital, LLC, a Georgia Limited Liability Company at its principal place of business at 201 East McBee Avenue Suite 300, Greenville, SC 29601 (“Lender”) and VH Willows Townhomes, LLC a Delaware Limited Liability Company having an office at 2493 NE Laurel Court, Issaquah, WA 98029 (“Borrower”).
ContractLease Agreement • March 24th, 2022 • iCap Vault 1, LLC • Real estate • Washington
THIS LEASE AGREEMENT (this “Lease”) is entered into and effective as of this 21st day of March, 2022 (the “Effective Date”), between VH SENIOR CARE LLC, a Delaware limited liability company (“Landlord”), and AFH SENIOR CARE C CORP, a Washington corporation (“Tenant”). Landlord and Tenant agree as follows:
AMENDMENT TO PROMISSORY NOTEPromissory Note • December 17th, 2021 • iCap Vault 1, LLC • Real estate
This AMENDMENT TO PROMISSORY NOTE (the “Amendment”) is effective as of December 14, 2021 (the “Effective Date”), by and between 725 BROADWAY LLC, a Washington limited liability company (“Borrower”) and VAULT HOLDING, LLC, a Delaware limited liability company (“Lender”).
AMENDMENT TO LOAN AGREEMENTLoan Agreement • December 17th, 2021 • iCap Vault 1, LLC • Real estate
This Amendment to Loan Agreement (this “Amendment”) is made and entered into as of December 14, 2021 (the “Effective Date”) by and between 725 BROADWAY LLC, a Washington limited liability company (“Borrower”) and VAULT HOLDING, LLC, a Delaware limited liability company (“Lender”).
LOAN AGREEMENTLoan Agreement • April 29th, 2021 • iCap Vault 1, LLC • Real estate • Washington
This Loan Agreement (“Agreement”), dated as of April 23, 2021, is executed by PATRICK T. FILES, JR. and JENNIFER S. FILES, husband and wife (collectively “Borrower”) and VAULT HOLDING, LLC, a Delaware limited liability company (“Lender’’).
purchase agreement for promissory note AND DEED OF TRUSTPurchase Agreement • November 12th, 2021 • iCap Vault 1, LLC • Real estate • Washington
This Purchase Agreement for Promissory Note and Deed of Trust (“Agreement”) is made and entered into by and between iCap Brislawn, LLC, a Washington limited liability company (the “Seller”), and Vault Holding, LLC, a Delaware limited liability company (“Buyer”), effective October 15, 2021 (the “Effective Date”). Buyer and Seller are sometimes referred to in this Agreement as a “Party” or collectively, as the “Parties.”
500,000,000 of Secured Promissory Notes iCap Vault 1, LLCPlacement Agent Agreement • September 21st, 2021 • iCap Vault 1, LLC • Real estate • Washington
iCap Vault Management, LLC, a Delaware limited liability company, is the Manager of iCap Vault 1, LLC, a Delaware limited liability company (the “Company”) engaged in business to acquire income- producing real estate properties and financial instruments related to real estate properties. The Manager, on behalf of the Company, proposes to offer and sell to non-U.S. persons, upon the terms and subject to the conditions set forth in the Confidential Private Placement Memorandum dated October 1, 2018, as amended or supplemented (the “Memorandum”), secured promissory notes (“Notes”) of the Company, with a minimum investment of $1,000.00 per purchaser. The offering is for a maximum of $500,000,000 in Notes.
LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFOperating Agreement • May 13th, 2020 • iCap Vault 1, LLC • Real estate • Delaware
This Limited Liability Company Operating Agreement (this “Agreement”) of iCap Vault 1, LLC, a Delaware limited liability company (the “Company”), is dated as of August 1, 2018, and is entered into by iCap Vault, LLC as its sole initial Member (the “Initial Member”).
PURCHASE AND SALE AGREEMENT (Seattle, Washington)Purchase and Sale Agreement • November 19th, 2021 • iCap Vault 1, LLC • Real estate • Washington
This PURCHASE AND SALE AGREEMENT (“Agreement”) is dated for reference purposes only the 15th day of November, 2021, and is made by and between VH 1121 14TH, LLC, a Washington limited liability company, or its assignee (“Buyer”), and BU 1121 14TH, LLC, a Washington limited liability company (“Seller”). This Agreement will be effective as of November 15, 2021 (the “Effective Date”).
PURCHASE AND SALE AGREEMENTPurchase and Sale Agreement • August 1st, 2022 • iCap Vault 1, LLC • Real estate • Washington
THIS PURCHASE AND SALE AGREEMENT (this “Agreement”) is entered into as of June 6, 2022, by and between Patrick T. Files, Jr. and Jennifer S. Files, husband and wife (“Seller”), and VH 2nd Street Office, LLC a Delaware limited liability company (“Purchaser”). The effective date (the “Effective Date”) of this Agreement is the date on which this Agreement has been executed by the last party.
