LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • September 18th, 2020 • Vault Holding 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 September 18, 2020, and is entered into by iCap Vault, LLC as its sole initial Member (the “Initial Member”).
ICAP VAULT 1, LLC, as Issuer, VAULT HOLDING 1, LLC, as Subsidiary Guarantor, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee, Indenture Dated as of September 18, 2020 Variable Denomination Floating Rate Demand NotesIndenture • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
INDENTURE, dated as of September 18, 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 1, 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 • April 29th, 2021 • Vault Holding 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 April , 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 Registrat
GUARANTY AGREEMENTGuaranty Agreement • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Guaranty (this “Guaranty”) is made and entered into as of September 18, 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 the date the Securities and Exchange Commission declares the registration statement on Form S-11 of the Borrower and the Guarantor, as amended (File No. 333-236458), effective (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 • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Pledge and Security Agreement (this “Agreement”), dated as of September 18, 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 September 18, 2020 (“Indenture”) commencing on or about the date the Securities and Exchange Commission declares the registration statement on Form S-11 of the Pledgor and the Holder, as amended (File No. 333-236458), effective (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 s
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Collateral Agent Agreement (this “Agreement”), dated as of September 18, 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.
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • November 2nd, 2020 • Vault Holding 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”).
500,000,000 of Variable Denomination Floating Rate Demand Notes iCap Vault 1, LLC PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 29th, 2021 • Vault Holding 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 November 25, 2020, 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 • May 14th, 2020 • Vault Holding 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”).
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • April 29th, 2021 • Vault Holding 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”).
PAYING AGENT AGREEMENTPaying Agent Agreement • May 14th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Paying Agent Agreement (this “Agreement”) is made and entered into as of [________], 2020, by and between iCap Vault 1, LLC, a Delaware limited liability company (the “Issuer”) and [________________], as paying agent (the “Paying Agent”).
ADMINISTRATIVE SERVICES AGREEMENT Dated as of April __, 2021Administrative Services Agreement • April 29th, 2021 • Vault Holding 1, LLC • Real estate • Delaware
This Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between iCap Vault Management, LLC, a Delaware limited liability company (the “Manager”) and iCap Vault 1, LLC, a Delaware limited liability company (the “Issuer”). Each party hereto may be referred to herein individually as a “Party” and the parties may be referred to collectively as the “Parties.”
