COMMON STOCK PURCHASE WARRANT realpha tech corp.Common Stock Purchase Warrant • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from reAlpha Tech Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s righ
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ] 2023, between reAlpha Tech Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT REALPHA TECH CORP.Pre-Funded Common Stock Purchase Warrant • November 16th, 2023 • reAlpha Tech Corp. • Real estate • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from reAlpha Tech Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to
REALPHA TECH CORP. and VStock Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2023 (“Agreement”), by and between reAlpha Tech Corp., a Delaware corporation (the “Company”), and VStock Transfer LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification Agreement • August 28th, 2023 • reAlpha Tech Corp. • Real estate • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [•], 202[•] by and between reAlpha Tech Corp. a Delaware corporation (the “Company”), and [•] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
Broker-Dealer AgreementBroker-Dealer Agreement • June 9th, 2021 • ReAlpha Asset Management Inc • Real estate
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between ReAlpha Asset Management Inc (“Client”), a Delaware Corporation, 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 April 21, 2021 (the “Effective Date”):
Note Purchase AgreementNote Purchase Agreement • August 14th, 2024 • reAlpha Tech Corp. • Real estate • Utah
This Note Purchase Agreement (this “Agreement”), dated as of August 14, 2024 (the “Effective Date”), is entered into by and between reAlpha Tech Corp., a Delaware corporation (“Company”), and Streeterville Capital, LLC, a Utah limited liability company, its permitted successors and/or permitted assigns (“Investor”).
Security AgreementSecurity Agreement • August 14th, 2024 • reAlpha Tech Corp. • Real estate • Utah
This Security Agreement (this “Agreement”), dated as of August 14, 2024, is executed by ReAlpha Tech Corp., a Delaware corporation (“Debtor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
REGISTRATION RIGHTS AGREEMENT December 1, 2022Registration Rights Agreement • December 5th, 2022 • ReAlpha Asset Management Inc • Real estate
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among REALPHA ASSET MANAGEMENT, INC., a corporation incorporated under the laws of the State of Delaware whose registered office is at 6515 Longshore Loop #100 Dublin, OH 43017 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
GUARANTYGuaranty • August 14th, 2024 • reAlpha Tech Corp. • Real estate • Utah
This GUARANTY, made effective as of August 14, 2024, is given by Roost Enterprises, Inc., a Delaware corporation, reAlpha Acquisitions, LLC, a Delaware limited liability company, reAlpha Acquisitions Churchill, LLC, a Delaware limited liability company, reAlpha Realty, LLC, a Delaware limited liability company, Rhove Real Estate 1, LLC, a Delaware limited liability company, and Naamche Inc., a Delaware corporation (each, a “Guarantor”, and collectively, the “Guarantors”), for the benefit of Streeterville Capital, LLC, a Utah limited liability company, and its successors, and permitted transferees and assigns (collectively “Lender”).
SHARE PURCHASE AGREEMENT dated as of December 1, 2022 by and among REALPHA ASSET MANAGEMENT, INC., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • December 5th, 2022 • ReAlpha Asset Management Inc • Real estate • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among REALPHA ASSET MANAGEMENT, INC., a corporation incorporated under the laws of the State of Delaware whose principal executive office is at 6515 Longshore Loop #100 Dublin, OH 43017 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
LOAN AGREEMENTLoan Agreement • April 18th, 2023 • reAlpha Tech Corp. • Real estate
THIS LOAN AGREEMENT, dated as of [ ], 20[ ] (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CHURCHILL FUNDING I LLC, a Delaware limited liability company, having an address at 450 West 14th Street, New York, New York 10014 (“Lender”) and REALPHA ACQUISITIONS CHURCHILL, LLC, a Delaware limited liability company, having its principal place of business at c/o Manager, ReAlpha Asset Management, Inc., 6615 Longshore Loop, Suite 100, Dublin, Ohio 43017 (“Borrower”).
LOCK-UP AGREEMENTLock-Up Agreement • November 16th, 2023 • reAlpha Tech Corp. • Real estate
Re: Securities Purchase Agreement, dated as of [___], 2023 (the “Purchase Agreement”), between reAlpha Tech Corp. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
ENTORO SECURITIES, LLC – REG A - PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 5th, 2022 • ReAlpha Asset Management Inc • Real estate • Texas
TRANSFER AGENT AND REGISTRAR AGREEMENTTransfer Agent and Registrar Agreement • June 9th, 2021 • ReAlpha Asset Management Inc • Real estate • New York
This Transfer Agent and Registrar Agreement (the “Agreement”), dated as of May 3, 2021, by and between ReAlpha Asset Management Inc., a corporation duly organized and existing under the laws of the State of Delaware (“Corporation”), and VStock Transfer, LLC, a California limited liability company (“Transfer Agent”), is for the purpose of performing the services described therein.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT among REALPHA TECH CORP. (as Buyer) and NAAMCHE, INC. PVT. LTD. (as Company) and RAMESH PATHAK, BARUN PANDEY AND SARAMSHA DOTEL (as Sellers) and RAMESH PATHAK (in his capacity as sellers’ representative)...Stock Purchase Agreement • February 8th, 2024 • reAlpha Tech Corp. • Real estate • New York
This Amended and Restated Stock Purchase Agreement (this “Agreement”) is entered into and made effective as of February 2, 2024 (the “Signing Date”), by and among reAlpha Tech Corp., a Delaware corporation with its principal place of business at 6515 Longshore Loop Dublin OH 43017 (the “Buyer”), Naamche, Inc. Pvt. Ltd., a corporation formed in the country of Nepal, with its principal place of business at Mahakavi Marg, Dillibazar, Kathmandu, Nepal (the “Company”), and Ramesh Pathak, Barun Pandey and Saramsha Dotel (each individually referred to herein as a “Seller,” and collectively, as the “Sellers”), as the selling shareholders of the Company, and Ramesh Pathak, in his capacity as the Sellers’ Representative (as defined below).
January 6, 2023 Dear Rakesh:Employment Agreement • October 11th, 2024 • reAlpha Tech Corp. • Real estate • Ohio
This offer letter will confirm our agreement (the “Agreement”) with respect to your employment as the Vice President (VP) Finance of reAlpha Tech Corp. (the “Company”), having its principal place of business at 6515 Longshore Loop #100, Dublin, OH 43017. This Agreement will become effective when fully executed as reflected by the date shown on the signature page attached hereto (the “Effective Date”) and following all contingencies below being met.
TRI-PARTY ESCROW AGREEMENTEscrow Agreement • August 30th, 2022 • ReAlpha Asset Management Inc • Real estate • Missouri
This ESCROW AGREEMENT (“Agreement”) is made and entered into as of July 19, 2022, by and among ReAlpha Asset Management, Inc, a Delaware Corporation (the “Company”), Entoro Securities, LLC a Delaware limited liability company (the “Managing Broker-Dealer”) and ENTERPRISE BANK & TRUST, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the “Escrow Agent”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2022 • ReAlpha Asset Management Inc • Real estate • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement” or this “Subscription”) is made and entered into as of _______. 20__, by and between the undersigned (the “Subscriber”) and ReAlpha Asset Management, Inc., a Delaware corporation (the “Company”), with reference to the facts set forth below.
Security AgreementSecurity Agreement • August 14th, 2024 • reAlpha Tech Corp. • Real estate • Utah
This Security Agreement (this “Agreement”), dated as of August 14, 2024, is executed by Roost Enterprises, Inc., a Delaware corporation (“Guarantor”), in favor of Streeterville Capital, LLC, a Utah limited liability company (“Secured Party”).
August 18, 2024Employment Agreement • August 21st, 2024 • reAlpha Tech Corp. • Real estate • Ohio
This offer letter will confirm our agreement (the “Agreement”) with respect to your employment as Chief Financial Officer of reAlpha Tech Corp. (“Tech Corp”), having its principal place of business at 6515 Longshore Loop #100, Dublin, OH 43017. Your official start date is August 19, 2024. The initial duties you will be expected to perform are outlined in the attached “Schedule A.” This Agreement will become effective when fully executed as reflected by the date shown on the signature page attached hereto (the “Effective Date”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2024 • reAlpha Tech Corp. • Real estate • Ohio
This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of February 1, 2024 (the “Effective Date”) by and between Jorge Aldecoa (the “Employee”) and reAlpha Tech Corp., a Delaware corporation (the “Company”).
REALPHA TECH CORP 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 8th, 2023 • reAlpha Tech Corp. • Real estate
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between ReAlpha Tech Corp, a Delaware corporation (the “Company”), and the undersigned (the “Participant”) as of the date indicated on the signature page hereto (the “Grant Date”).
MASTER SERVICES AGREEMENTMaster Services Agreement • June 9th, 2021 • ReAlpha Asset Management Inc • Real estate • Delaware
ReAlpha Asset Management, Inc. with offices located at 6515 Longshore Loop Suite 100 Dublin, OH 43017 (“AMI”) and ReAlpha Tech Corp. with its principal offices located at 6515 Longshore Loop Suite 100 Dublin, OH 43017 (“Manager”) (each a “Party” or in the aggregate “Parties”) hereby enter into this Master Services Agreement (“MSA”) effective 04/28/2021 (“Effective Date”).
STOCK PURCHASE AGREEMENT by and between Roost Enterprises, Inc. dba Rhove (the “Company”), The Sellers (as defined herein) and reAlpha Tech Corp. (the “Buyer”) dated as of March 24, 2023Stock Purchase Agreement • March 27th, 2023 • reAlpha Tech Corp. • Real estate • Ohio
This Stock Purchase Agreement (this “Agreement”), dated as of March 24, 2023 (the “Effective Date”), is entered into by and among Roost Enterprises Inc. dba Rhove, a Delaware corporation (“Company”), those parties listed on Section 4.04 of the Disclosure Schedules (each a “Seller” and collectively, “Sellers”), and ReAlpha Tech Corp., a Delaware corporation (“Buyer”).
GUARANTY OF RECOURSE OBLIGATIONS, INTEREST AND COMPLETIONGuaranty of Recourse Obligations • April 18th, 2023 • reAlpha Tech Corp. • Real estate
THIS GUARANTY OF RECOURSE OBLIGATIONS, INTEREST AND COMPLETION (“Guaranty”) is executed as of [ ], 20[ ], by ReAlpha Asset Management, Inc., an Ohio corporation, having an address at 6515 Longshore Loop, Suite 100, Dublin, Ohio 43017 (“Guarantor”), for the benefit of CHURCHILL FUNDING I LLC, a Delaware limited liability company, having an address at 450 West 14th Street, New York, New York 10014 (together with its successors and assigns, “Lender”).
GUARANTY OF RECOURSE OBLIGATIONSGuaranty of Recourse Obligations • April 18th, 2023 • reAlpha Tech Corp. • Real estate
THIS GUARANTY OF RECOURSE OBLIGATIONS (“Guaranty”) is executed as of [ ], 20[ ], by Giri Sampath Iyengar Devanur, an individual, having an address at [ ] (“Guarantor”), for the benefit of CHURCHILL FUNDING I LLC, a Delaware limited liability company, having an address at 450 West 14th Street, New York, New York 10014 (together with its successors and assigns, “Lender”).
Placement Agency AgreementPlacement Agency Agreement • August 14th, 2024 • reAlpha Tech Corp. • Real estate • New York
April 14, 2023Employment Agreement • April 18th, 2023 • reAlpha Tech Corp. • Real estate • Ohio
This offer letter (the “Offer”) reflects the merger of reAlpha Asset Management, Inc. and reAlpha Tech Corp on March 24, 2023 (the “Merger”), with reAlpha Tech Corp. (“Tech Corp.”) being the surviving entity. The Offer will confirm our agreement (the “Agreement”) with respect to your employment as the Chief Marketing Officer of Tech Corp., having its principal place of business at 6515 Longshore Loop #100, Dublin, OH 43017. This Agreement will become effective when fully executed as reflected by the date shown on the signature page attached hereto (the “Effective Date”) and following all contingencies below being met.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • June 9th, 2021 • ReAlpha Asset Management Inc • Real estate • Ohio
THIS TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is made and entered into this 25th day of April 2021, by and between ReAlpha Tech Corp., a Delaware corporation (“Licensor”), and ReAlpha Asset Management, Inc., a Delaware corporation (the “Company”).
REALPHA TECH CORP. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • March 27th, 2023 • reAlpha Tech Corp. • Real estate • California
This Agreement is made and entered into as of March 24, 2023 (the “Effective Date”) by and between reAlpha Tech Corp., a Delaware corporation (the “Company”), and Silicon Valley Bridge Bank, N.A. (“Purchaser”), in connection with the transactions contemplated by that certain Stock Purchase Agreement dated on or about the date hereof between the Company and Roost Enterprises Inc., a Delaware corporation d/b/a Rhove, as amended and in effect from time to time (the “Stock Purchase Agreement”).
MEMBERSHIP INTERESTS PURCHASE AGREEMENTMembership Interests Purchase Agreement • September 9th, 2024 • reAlpha Tech Corp. • Real estate • Ohio
This MEMBERSHIP INTERESTS PURCHASE AGREEMENT (this “Agreement”) is entered into and made effective as of September 8, 2024, by and among: (i) reAlpha Tech Corp., a Delaware corporation with its principal place of business at 6515 Longshore Loop, Dublin, Ohio 43017 (the “Buyer”), (ii) Debt Does Deals, LLC d/b/a Be My Neighbor, a Texas limited liability company with its principal place of business at 305 W. Woodard St., Suite 220, Denison, Texas 75020 (the “Company”), and (iii) Christopher Bradley Griffith, an individual residing at ___________ (“Griffith”) and Isabel Williams, an individual residing at ______________ (“Williams”), as the selling members of the Company (each individually referred to herein as a “Seller” and, collectively, as the “Sellers”).
RE: Letter of Intent for Proposed Acquisition of USG & Certain Other Group CompaniesLetter of Intent • December 18th, 2023 • reAlpha Tech Corp. • Real estate • Delaware
This letter of intent (this “Letter”) will confirm the agreement by and among reAlpha Tech Corp., a Delaware corporation (“reAlpha”), United Software Group and certain other group companies as set forth in this Letter (collectively, “USG” or “Target”) concerning the possible acquisition by reAlpha of Target. The terms of our agreement are set forth below. The possible acquisition is referred to herein as the “Transaction”. reAlpha and Target may be referred to herein individually as a “party” and collectively as the “parties”.
RE: Addendum to Employment Agreement – Appointment as Interim Chief Financial Officer (CFO) Dear Rakesh Prasad Hosur Rama Prasad,Employment Agreement • October 11th, 2024 • reAlpha Tech Corp. • Real estate
This addendum letter is to amend the Employees Agreement between reAlpha Tech Corp. (“Company”) and Rakesh Prasad Hosur Rama Prasad (“Employee”) dated January 16, 2023.
