ROX FINANCIAL LP SERIES A [•] Series A Shares Representing Limited Partner Interests UNDERWRITING AGREEMENTUnderwriting Agreement • July 26th, 2021 • ROX Financial LP • Real estate investment trusts • New York
ROX FINANCIAL LP PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • July 26th, 2021 • ROX Financial LP • Real estate investment trusts • Delaware
This Private Placement Purchase Agreement (the “Agreement”) is executed as of July 15, 2021, among Series A of ROX Financial LP, a protected series of a Delaware series limited partnership ( “Series A”), ROX Financial LP, a Delaware series limited partnership (“ROX LP”), ROX AMZL Oakley CA LLC, a Delaware limited liability company (“Series A Sub”), NP Oakley, LLC, a Delaware limited liability company (“NP Oakley”), and NP Oakley Building I, LLC, a Missouri limited liability company (“Seller”).
AMENDED AND RESTATED SERIES DESIGNATION OF SERIES A OF ROX FINANCIAL LPSeries Designation • July 26th, 2021 • ROX Financial LP • Real estate investment trusts
This Series Designation of Series A of ROX Financial LP is created pursuant to, and made a part of, the Amended and Restated Agreement of Limited Partnership of ROX Financial LP dated November 19, 2020, as amended from time to time (the “LP Agreement”). Capitalized terms not otherwise defined in this Schedule shall have the meanings given those terms in the LP Agreement.
ROX FINANCIAL LP PRIVATE PLACEMENT PURCHASE AGREEMENTPrivate Placement Purchase Agreement • July 26th, 2021 • ROX Financial LP • Real estate investment trusts • Delaware
This Private Placement Purchase Agreement (the “Agreement”) is executed as of July 15, 2021, among Series A of ROX Financial LP, a protected series of a Delaware series limited partnership ( “Series A”), ROX Financial LP, a Delaware series limited partnership (“ROX LP”), and ROX Financial Inc., a Delaware corporation (“Purchaser”).
COMPANY AGREEMENT OF ROX AMZL OAKLEY CA LLCCompany Agreement • June 29th, 2021 • ROX Financial LP • Blank checks • Delaware
THIS COMPANY AGREEMENT (this “Agreement”) of ROX AMZL Oakley CA LLC (the “Company”) is made effective as of November 19, 2020 by the party listed on the signature page hereof (the “Member”).
SECOND AMENDED AND RESTATED COMPANY AGREEMENT OF ROX FINANCIAL GP LLCCompany Agreement • June 29th, 2021 • ROX Financial LP • Blank checks • Delaware
THIS SECOND AMENDED AND RESTATED COMPANY AGREEMENT (this “Agreement”) of ROX Financial GP LLC (the “Company”) is made effective as of December 28, 2020 by the party listed on the signature page hereof (the “Member”).
ASSET PURCHASE AGREEMENT BY AND AMONG NP OAKLEY BUILDING I, LLC, AS SELLER, ROX AMZL OAKLEY CA LLC, AS BUYER, ROX FINANCIAL INC., (solely for purposes of Sections 4.2(g), 7.2(b) and 8.2) and NP OAKLEY LLC, (solely for purposes of Section 4.11, Article...Asset Purchase Agreement • June 29th, 2021 • ROX Financial LP • Blank checks • California
This Asset Purchase Agreement (this “Agreement”), dated November 19, 2020 (the “Effective Date”), is by and among ROX Financial Inc., a Delaware corporation (“RFI”) (solely for purposes of Sections 4.2(g), 7.2(b) and 8.2), ROX AMZL Oakley CA LLC, a Delaware limited liability company (“Buyer”), NP Oakley Building I, LLC, a Missouri limited liability company (“Seller”), and NP Oakley LLC, a Delaware limited liability company (“NP Oakley”) (solely for purposes of Section 4.11, Article 6 and Section 8.2). Seller and Buyer are sometimes referred to herein independently as a “Party” and collectively as the “Parties.”
STRATEGIC COOPERATION AGREEMENTStrategic Cooperation Agreement • June 29th, 2021 • ROX Financial LP • Blank checks • Delaware
This Strategic Cooperation Agreement (this “Agreement”), dated June 23, 2021 (the “Effective Date”), is by and between Series AMZL of ROX Financial LP, a protected series of a Delaware series limited partnership (“Series AMZL”), and NorthPoint Development, LLC, a Missouri limited liability company (“NorthPoint”). Series AMZL and NorthPoint are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
Indemnification and Advancement AgreementIndemnification Agreement • June 29th, 2021 • ROX Financial LP • Blank checks • Delaware
This Indemnification and Advancement Agreement (this “Agreement”) is made as of, by and between ROX Financial LP, a Delaware series limited partnership (the “Partnership”), and [DIRECTOR/OFFICER] (“Indemnitee”).
STRATEGIC COOPERATION AGREEMENTStrategic Cooperation Agreement • July 26th, 2021 • ROX Financial LP • Real estate investment trusts • Delaware
This Strategic Cooperation Agreement (this “Agreement”), dated June 23, 2021 (the “Effective Date”), is by and between Series A of ROX Financial LP, a protected series of a Delaware series limited partnership (“Series A”), and NorthPoint Development, LLC, a Missouri limited liability company (“NorthPoint”). Series A and NorthPoint are sometimes referred to in this Agreement individually as a “Party” or collectively as the “Parties.”
LIMITED PARENT GUARANTYLimited Parent Guaranty • June 29th, 2021 • ROX Financial LP • Blank checks • California
This Limited Parent Guaranty (“Guaranty”), effective as of the date of the Contract (defined below), is made by AMAZON.COM, INC. (“Amazon.com”) to and for the benefit of NP OAKLEY, LLC, a Delaware limited liability company (“Beneficiary”). Capitalized terms not otherwise defined herein have the meanings specified in the Contract (as defined below).
LICENSE AGREEMENTLicense Agreement • June 29th, 2021 • ROX Financial LP • Blank checks • Delaware
This License Agreement (“Agreement”) is entered into as of November 19, 2020 (the “Effective Date”) by and between ROX FINANCIAL INC., a Delaware corporation (“Licensor”), and ROX FINANCIAL LP, a Delaware series limited partnership on its behalf and on behalf of each series created by Licensee and the subsidiaries of each series (collectively, “Licensee”), for the purpose of granting Licensee a limited license to use certain intellectual property furnished by Licensor.
Services and Investment Management AgreementServices and Investment Management Agreement • July 26th, 2021 • ROX Financial LP • Real estate investment trusts • Delaware
This Services and Investment Management Agreement (this “Agreement”), dated as of July 16, 2021 (the “Effective Date”), is among ROX Financial LP, a Delaware series limited partnership, on behalf of itself, each series of limited partner interests that is outstanding from time to time (each, a “Series”) and any Subsidiaries (as defined below) thereof (collectively, the “Partnership”), ROX Financial GP LLC, a Delaware limited liability company in its capacity as the general partner of the Partnership and each Series (the “General Partner”), and RPS Securities LLC, a Texas limited liability company (the “Service Provider”).
LEASE AGREEMENTLease Agreement • June 29th, 2021 • ROX Financial LP • Blank checks
THIS LEASE AGREEMENT (this “Lease”) is dated for reference purposes as of the Effective Date (defined on the signature page), between NP OAKLEY, LLC, a Delaware limited liability company (“Landlord”), and AMAZON.COM SERVICES LLC, a Delaware limited liability company (“Tenant”).
GENERAL ASSIGNMENT FORMGeneral Assignment • June 29th, 2021 • ROX Financial LP • Blank checks • California
This Bill of Sale, Assignment and Assumption of the Tenant Lease, Guaranty and Ancillary Assets (“General Assignment”) is made as of the [___] day of [_], 2021 (the “Effective Date”), by and among NP Oakley Building I, LLC, a Missouri limited liability company (the “Assignor”), and ROX AMZL Oakley CA LLC, a Delaware limited liability company (the “Assignee”).
COMMERCIAL MANAGEMENT AGREEMENTCommercial Management Agreement • June 29th, 2021 • ROX Financial LP • Blank checks
FIRST AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • June 29th, 2021 • ROX Financial LP • Blank checks
This First Amendment to the Asset Purchase Agreement (the "Amendment"), dated January 14, 2021 ("Effective Date"), is by and among ROX Financial Inc., a Delaware corporation ("RFI"), ROX AMZL Oakley CA LLC, a Delaware limited liability company ("Buyer"), NP Oakley Building I, LLC, a Missouri limited liability company ("Seller"), and NP Oakley LLC, a Delaware limited liability company ("NP Oakley"). Seller and Buyer are sometimes referred to herein independently as a "Party" and collectively as the "Parties."
