DRAFT ENGAGEMENT AGREEMENTEngagement Agreement • November 29th, 2022 • Mr. Mango LLC • Services-motion picture & video tape production • New York
This Engagement Agreement (this “Agreement”) is effective as of July 25, 2022 and amended August 22, 2022 (the “Effective Date”) by and among Mr. Mango LLC (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.
ContractWarrant Agreement • November 29th, 2022 • Mr. Mango LLC • Services-motion picture & video tape production • California
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER SUCH ACT OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SUCH ACT.
AMENDED AND RESTATED MASTER LICENSE AGREEMENTMaster License Agreement • June 1st, 2023 • Skybound Holdings LLC • Services-motion picture & video tape production • California
THIS AMENDED AND RESTATED MASTER LICENSE AGREEMENT dated November 4, 2019, but effective as of August 30, 2019 (this “Agreement”) by and between Robert Kirkman, LLC, a Kentucky limited liability company (hereinafter referred to as “RKL”), and Skybound, LLC, a California limited liability company (together with any of its affiliated, associated, or subsidiary companies, “Skybound”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • November 29th, 2022 • Mr. Mango LLC • Services-motion picture & video tape production • Delaware
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS THAT CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND THAT CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT THEIR INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE UNITS (AS DEFINED BELOW), AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THE OFFERING (AS DEFINED BELOW).
International Swaps and Derivatives Association, Inc. SCHEDULE to the2002 Master Agreement • November 29th, 2022 • Mr. Mango LLC • Services-motion picture & video tape production • New York
MEMBERSHIP INTEREST REDEMPTION AGREEMENTMembership Interest Redemption Agreement • April 30th, 2024 • Skybound Holdings LLC • Services-motion picture & video tape production • Delaware
This MEMBERSHIP INTEREST REDEMPTION AGREEMENT (this “Agreement”), dated as of _____________, is entered into by and between Skybound Holdings LLC, a Delaware limited liability company (the “Company”), and the undersigned member of the Company (the “Redeeming Member”). Capitalized terms used, but not otherwise defined herein, have the meanings ascribed to them in that certain Sixth Amended and Restated Limited Liability Company Operating Agreement of the Company, dated June 4, 2021, as amended, by and among the Members thereto (the “Operating Agreement”).
FIFTH AMENDMENT TO THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • April 10th, 2024 • Skybound Holdings LLC • Services-motion picture & video tape production
THIS FIFTH AMENDMENT to the Sixth Amended and Restated Limited Liability Company Operating Agreement, as amended (this “Fifth Amendment”), is made effective as of December 18, 2023, by and between Skybound Holdings LLC (formerly known as Mr. Mango LLC), a Delaware limited liability company (the “Company”), and the Members (as defined in the Agreement). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
SIXTH AMENDMENT TO THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • April 10th, 2024 • Skybound Holdings LLC • Services-motion picture & video tape production
THIS SIXTH AMENDMENT to the Sixth Amended and Restated Limited Liability Company Operating Agreement, as amended (this “Sixth Amendment”), is made effective as of April 4, 2024, by and between Skybound Holdings LLC (formerly known as Mr. Mango LLC), a Delaware limited liability company (the “Company”), and the Members (as defined in the Agreement). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
THIRD AMENDMENT TO THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • October 31st, 2022 • Mr. Mango LLC • Services-motion picture & video tape production
THIS THIRD AMENDMENT to the Sixth Amended and Restated Limited Liability Company Operating Agreement, as amended (this “Third Amendment”), is made effective as of October 24, 2022, by and between Mr. Mango LLC, a Delaware limited liability company (the “Company”) and the Members set forth on Exhibit A of the Agreement (as defined below). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
SECOND AMENDMENT TO THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • October 31st, 2022 • Mr. Mango LLC • Services-motion picture & video tape production
THIS SECOND AMENDMENT to the Sixth Amended and Restated Limited Liability Company Operating Agreement, as amended (this “Second Amendment”), is made effective as of January [●], 2022, by and between Mr. Mango LLC, a Delaware limited liability company (the “Company”) and the Members set forth on Exhibit A of the Agreement (as defined below). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
SEVENTH AMENDMENT TO THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • June 7th, 2024 • Skybound Holdings LLC • Services-motion picture & video tape production
THIS SEVENTH AMENDMENT to the Sixth Amended and Restated Limited Liability Company Operating Agreement, as amended (this “Seventh Amendment”), is made effective as of June 4, 2024 (the “Seventh Amendment Effective Date”), by and between Skybound Holdings LLC (formerly known as Mr. Mango LLC), a Delaware limited liability company (the “Company”), and the Members (as defined in the Agreement). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
FIRST AMENDMENT TO THE SIXTH AMENDED AND RESTATED OPERATING AGREEMENTOperating Agreement • October 31st, 2022 • Mr. Mango LLC • Services-motion picture & video tape production
THIS FIRST AMENDMENT to the Sixth Amended and Restated Limited Liability Company Operating Agreement (this “Amendment”) is made effective as of October 6, 2021, by and between Mr. Mango LLC, a Delaware limited liability company (the “Company”) and the Members set forth on Exhibit A of the Agreement (as defined below). All capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement.
SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MR. MANGO LLC A DELAWARE LIMITED LIABILITY COMPANY Dated as of June 4, 2021Limited Liability Company Operating Agreement • October 31st, 2022 • Mr. Mango LLC • Services-motion picture & video tape production • Delaware
THIS SIXTH AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT (this “Agreement”) is made and entered into and effective as of June 4, 2021 (the “Effective Date”) by and between the Persons set forth on Exhibit A attached hereto, with reference to the following facts:
