Re: Engagement Agreement Dear Dennis:Engagement Agreement • March 13th, 2020 • Remembrance Group, Inc. • Florida
This engagement letter agreement (this “Agreement”) sets forth the terms under which Digital Offering LLC, a FINRA and SEC registered broker-dealer (“we” or “Digital Offering”), is being engaged to act as the managing broker dealer for Remembrance Group, Inc (“you” or the “Company” and, together with Digital Offering, the “Parties”) in connection with a proposed best efforts Regulation A offering by the Company of its Series A Preferred Stock (the “Securities”).
ESCROW AGREEMENTEscrow Agreement • April 27th, 2020 • Remembrance Group, Inc. • Services-personal services • Delaware
This ESCROW AGREEMENT (this “Agreement”) dated as of this ____ day of _______, 2020 by and among REMEMBRANCE GROUP, INC., a Delaware corporation (the “Company”), having an address at 365 5th Ave South, Suite 201, Naples, FL. 34102; DIGITAL OFFERING LLC, having an address at 1121 Glenneyre Street, Laguna Beach, CA 92651 (the “Underwriter”), and WILMINGTON TRUST, NATIONAL ASSOCIATION (the “Escrow Agent”), with its principal corporate trust office at 166 Mercer Street, Suite 2R, New York, NY 10012. The Company and the Underwriter are collectively referred to as “Parties” and individually, a “Party.”
EMPLOYMENT AGREEMENTEmployment Agreement • January 13th, 2021 • Remembrance Group, Inc. • Services-personal services • Florida
This Employment Agreement (the “Agreement”) is made and entered into as of January 10, 2021 (the “Effective Date”), by and between TRAVIS J. BROOKS (the “Employee”) and REMEMBRANCE GROUP, INC., a Delaware corporation (the “Company”).
LEASE AGREEMENT WITH OPTION TO PURCHASE Premier Funeral Management Group V, LLC November 5, 2015 Sharp Funeral Home Oliver Springs, Tennessee SUMMARY PAGELease Agreement With Option to Purchase • March 13th, 2020 • Remembrance Group, Inc. • Georgia
THIS LEASE AGREEMENT WITH OPTION TO PURCHASE (“Lease” or “Agreement”) is entered into this 5th day of November, 2015, by and between PFMG HOLDINGS, L.L.C., a Georgia limited liability company whose principal office is located at P.O. Drawer 399, Elberton, Georgia 30635-0399 (hereinafter referred to as “Lessor”); and PREMIER FUNERAL MANAGEMENT GROUP V, LLC, a Delaware limited liability company whose principal office is located at 3815 River Crossing Parkway, Suite 100. Indianapolis, Indiana 46240 (hereinafter referred to as “Lessee).
SUBSCRIPTION AGREEMENT Series A Redeemable Preferred Stock of Remembrance Group, Inc.Subscription Agreement • April 27th, 2020 • Remembrance Group, Inc. • Services-personal services • Nevada
This Subscription Agreement (this “Subscription Agreement”) relates to my agreement to purchase shares of the Series A Redeemable Preferred Stock, par value $0.0001 per share (the “Shares”), of Remembrance Group, Inc., a Delaware corporation (the “Company”), for a purchase price of $10.00 per Share, for a total purchase price as indicated during the online subscription process or, if I am not purchasing online, then as indicated on the signature page to this Agreement (“Subscription Price”), subject to the terms, conditions, acknowledgments, representations and warranties stated herein and in the Offering Circular for the sale of the Shares, dated [*], 2020 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
OPTION AGREEMENT – PFMG VIIOption Agreement • March 13th, 2020 • Remembrance Group, Inc. • Georgia
This Option Agreement (this “Agreement”) is effective as of September 23, 2016 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, VII, LLC, a Delaware limited liability company (“PFMG VII”), Barry Bedford and Troy Centazzo (collectively, the “Granting Members”), and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”).
MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENTManagement and Administrative Services Agreement • April 27th, 2020 • Remembrance Group, Inc. • Services-personal services • Missouri
This MANAGEMENT AND ADMINISTRATIVE SERVICES AGREEMENT (this “Management Agreement” or “MSA”) is made and entered into as of day of February, 2020 by and between PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company with principal operations in Naples, FL (the “Management Company” or “PFMS”), and PVP Investments, LLC (d/b/a PVP), a Missouri limited liability company with principal operations in and around Poplar Bluff, MO.
AMENDED AND RESTATED OPTION AGREEMENT - PFMG IIOption Agreement • March 13th, 2020 • Remembrance Group, Inc.
This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP II, LLC, a Delaware limited liability company (“PFMG II”), Troy Centazzo and Barry Bedford (collectively, the “Members”), all option and warrant holders of PFMG II listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of November 13, 2013.
OPTION AGREEMENT - PFMS IIIOption Agreement • March 13th, 2020 • Remembrance Group, Inc.
This Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date ”) and entered into between PREMIER FUNERAL MANAGEMENT SERVICES III, LLC, a Delaware limited liability company (“PFMS III”), Troy Centazzo and Barry Bedford (collectively, the “Granting Members”), all option and warrant holders of PFMS III listed on Exhibit A attached hereto (“Option Holders”), PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”) and, solely for the purposes of Section 12, BRIAN METCALF (“Metcalf”).
Employment AgreementEmployment Agreement • March 13th, 2020 • Remembrance Group, Inc. • Florida
This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2020 (the “Effective Date”), by and between Dennis L. Smith (the “Employee”) and PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc. (the “Company”).
REMEMBRANCE GROUP, INC. WARRANT #[__] TO PURCHASE [__] SHARES OF COMMON STOCKWarrant Agreement • December 4th, 2020 • Remembrance Group, Inc. • Services-personal services • Delaware
THIS CERTIFIES that, for value received, [__], its successors and permitted assigns (the “Holder”), is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase from Remembrance Group, Inc., a Delaware corporation with principal offices at 365 5th Ave South, Suite 201, Naples, FL 34102 (the “Company”), together with its successors and assigns including, without limitation, any entity in to which the Company may convert or merge with, [__] Shares of the Company’s Common Stock (the “Shares”), at the Exercise Price (defined below), subject to the provisions and upon the terms and conditions hereinafter set forth.
OPTION AGREEMENT – PFMG VIOption Agreement • March 13th, 2020 • Remembrance Group, Inc. • Georgia
This Option Agreement (this “Agreement”) is effective as of September 23, 2016 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, VI, LLC, a Delaware limited liability company (“PFMG VI”), Barry Bedford, Troy Centazzo and John Masciarelli (collectively, the “Granting Members”), and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”).
SUBSCRIPTION AGREEMENTSubscription Agreement • December 4th, 2020 • Remembrance Group, Inc. • Services-personal services • Delaware
This Subscription Agreement (this “Agreement”) has been executed by each subscriber executing a counterpart signature page attached hereto and set forth on Schedule I (each, a “Subscriber”) in connection with the private placement (the “Offering”) of REMEMBRANCE GROUP, INC., a Delaware corporation (the “Company”). Pursuant to the Offering, the Company is seeking to raise up to Four Million, Eight Hundred Eighty-Four Thousand, Nine Hundred Ninety Nine Dollars and Eighty Four Cents ($4,884,999.84) through the sale of 4,361,607 shares of the Company’s Series B Convertible Preferred Stock, $0.0001 par value per share (“Series B Convertible Preferred Stock”), at a purchase price of $1.12 per share (the “Purchase Price”), along with warrants (the “Warrants”) to purchase a number of shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), that is equal to 25.11% of the number of shares of Series B Convertible Preferred Stock being issued to the Subscribers, to t
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 13th, 2020 • Remembrance Group, Inc. • Delaware
This Management Services Agreement (this “Agreement”) is entered into effective as of February 1, 2020 (the “Effective Date”), by and between REMEMBRANCE GROUP, INC., a Delaware corporation (the “Company”), and LITTLEBANC ADVISORS LLC, a Florida limited liability company (“Littlebanc”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • March 13th, 2020 • Remembrance Group, Inc. • Florida
This Convertible Note Purchase Agreement (this “Agreement”), dated as of March [●], 2019, is entered into by and among PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”).
AMENDED AND RESTATED OPTION AGREEMENT - PFMG IVOption Agreement • March 13th, 2020 • Remembrance Group, Inc.
This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP IV, LLC, a Delaware limited liability company (“PFMG IV”), Jay Markwell (the “Member”), all option and warrant holders of PFMG IV listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of October 20, 2014.
CONVERSION AGREEMENTConversion Agreement • December 4th, 2020 • Remembrance Group, Inc. • Services-personal services
This CONVERSION AGREEMENT (this “Agreement”), dated as of November 13, 2020 (the “Effective Date”), is entered into by and between Remembrance Group, Inc., a Delaware corporation (the “Company”), and the holder of a Note (as defined below) listed on the signature page hereto (the “Holder”). Capitalized terms not otherwise defined in this Agreement shall have the meanings given to such terms in the Note (as defined below).
AMENDED AND RESTATED OPTION AGREEMENT - PFMGOption Agreement • March 13th, 2020 • Remembrance Group, Inc.
This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, LLC, a Delaware limited liability company (“PFMG”), Troy Centazzo and Barry Bedford (collectively, the “Granting Members”), all option and warrant holders of PFMG listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of November 13, 2013.
