VOTING AGREEMENT
Exhibit 5.1
EXECUTION COPY
This Voting Agreement (the “Agreement”) is made and entered into as of April 14, 2014, by and among Rise Companies Corp., a Delaware corporation (the “Company”), the holders of the Company’s Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock” or “Preferred Stock”), listed on the Schedule of Investors attached as Schedule A hereto (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 11.8 or 11.9 below, the “Investors”), and the holders of the Company’s Common Stock, par value $0.0001 per share (the “Common Stock”), listed on the Schedule of Key Holders attached as Schedule B hereto (together with any subsequent stockholders, or any transferees, who become parties hereto as “Key Holders” pursuant to Sections 11.8 or 11.9 below, the “Key Holders”). The Investors and the Key Holders are individually referred to herein as a “Stockholder” (and, together with the Company, a “Party”) and are collectively referred to herein as the “Stockholders” (and, together with the Company, the “Parties”). The Company’s Board of Directors is referred to herein as the “Board.”
WHEREAS, the Company and certain of the Investors have entered into that certain Series A Preferred Stock Purchase Agreement of even date herewith (the “Purchase Agreement”), which provides for, among other things, the purchase by such Investors of shares of the Company’s Series A Preferred Stock;
WHEREAS, the Company’s Restated Certificate (as the same may be amended and/or restated from time to time, the “Restated Certificate”) provides that (a) holders of shares of Common Stock, voting as a separate class, shall elect two (2) members of the Board (the “Common Directors”), (b) holders of shares of the Company’s Series A Preferred Stock, voting as a separate class, shall elect one (1) member of the Board (the “Series A Director”), and (c) holders of shares of Common Stock and holders of shares of Preferred Stock (on an as converted to Common Stock basis), voting together as a single class, shall be entitled to elect the remaining members of the Board (the “Independent Directors”); and
WHEREAS, to induce certain of the Investors to enter into the Purchase Agreement and purchase shares of Series A Preferred Stock thereunder, the Company, the holders of Series A Preferred Stock and the Key Holders desire to enter into this Agreement with such Investors.
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, and certain other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. Voting Provisions Relating to the Board.
(a) In any election of directors of the Company to elect the Common Directors, Stockholders holding shares of Common Stock shall each vote at any regular or special meeting of stockholders (or by written consent) all shares of Common Stock then owned by them (or as to which they then have voting power) to elect two (2) directors nominated by the holders of a majority of the then outstanding shares of Common Stock, one of which directors shall be the Company’s Chief Executive Officer (the “CEO Director”), provided that if for any reason the CEO Director shall cease to serve as the Company’s Chief Executive Officer, Stockholders holding shares of Common Stock shall promptly vote their respective shares (i) to remove the former Chief Executive Officer from the Board if such person has not resigned as a member of the Board and (ii) to elect such person’s replacement as Chief Executive Officer of the Company as appointed by the Board (excluding such former CEO Director) as the new CEO Director.
(b) In any election of directors of the Company to elect the Series A Director, Stockholders holding shares of Series A Preferred Stock shall each vote at any regular or special meeting of stockholders (or by written consent) all shares of Series A Preferred Stock then owned by them (or as to which they then have voting power) to elect one (1) director nominated by the holders of a majority of the then outstanding shares of Series A Preferred Stock.
(c) In any election of directors of the Company to elect an Independent Director, the Stockholders shall each vote at any regular or special meeting of stockholders (or by written consent) all Shares then owned by them (or as to which they then have voting power) to elect two (2) Independent Directors having relevant industry experience relating to the Company’s business nominated by the holders of a majority of the then outstanding shares of Common Stock and Preferred Stock, voting as a single class on an as converted to Common Stock basis.
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(d) In the absence of any nomination from the persons with the right to nominate a director as specified above, the director or directors previously nominated by such persons and then serving shall be reelected if still eligible to serve as provided herein.
(e) To the extent that the application of subsections 2.2(a) through 2.2(d) above shall result in the designation of less than all of the authorized directors, then any remaining directors shall be nominated and elected by the stockholders of the Company entitled to vote thereon in accordance with, and pursuant to, the Restated Certificate.
(a) in the event such transaction is to be brought to a vote at a stockholder meeting, after receiving proper notice of any meeting of stockholders of the Company, to vote on the approval of a Sale of the Company, to be present, in person or by proxy, as a holder of shares of voting securities, at all such meetings and be counted for the purposes of determining the presence of a quorum at such meetings;
(b) to vote (in person, by proxy or by action by written consent, as applicable) all Shares in favor of such Sale of the Company and in opposition to any and all other proposals that could reasonably be expected to delay or impair the ability of the Company to consummate such Sale of the Company;
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(c) to refrain from exercising any dissenters’ rights or rights of appraisal under applicable law at any time with respect to such Sale of the Company;
(d) to execute and deliver all related documentation and take such other action in support of the Sale of the Company as shall reasonably be requested by the Company;
(e) if the Sale of the Company is structured as a sale of stock of the Company, each Stockholder shall agree to sell his, her or its Shares on the terms and conditions approved by the Requisite Parties; and
(f) in the event that in connection with such Sale of the Company, the Requisite Parties appoint a stockholder representative (the “Stockholder Representative”) with respect to matters affecting the Stockholders under the applicable definitive transaction agreements following consummation of such Sale of the Company, to consent to (i) the appointment of such Stockholder Representative, (ii) the establishment of any applicable escrow, expense or similar fund in connection with any indemnification or similar obligations, and (iii) the payment of such Stockholder’s pro rata portion (from the applicable escrow or expense fund or otherwise) of any and all reasonable fees and expenses to such Stockholder Representative in connection with such Stockholder Representative’s services and duties in connection with such Sale of the Company and its related service as the representative of the Stockholders.]
(a) any representations and warranties to be made by such Stockholder in connection with the Proposed Sale are limited to representations and warranties related to authority, ownership and the ability to convey title to such Stockholder’s Shares, including, without limitation, representations and warranties that (i) the Stockholder holds all right, title and interest in and to the Shares such Stockholder purports to hold, free and clear of all liens and encumbrances, (ii) the obligations of the Stockholder in connection with the transaction have been duly authorized, if applicable, (iii) the documents to be entered into by the Stockholder have been duly executed by the Stockholder and delivered to the acquiror and are enforceable against the Stockholder in accordance with their respective terms and (iv) neither the execution and delivery of documents to be entered into in connection with the transaction, nor the performance of the Stockholder’s obligations thereunder, will cause a breach or violation of the terms of any agreement, law or judgment, order or decree of any court or governmental agency by which such Stockholder is subject or bound;
(b) the Stockholder shall not be liable for the inaccuracy of any representation or warranty made by any other person in connection with the Proposed Sale, other than the Company (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders);
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(c) the liability for indemnification, if any, of such Stockholder in the Proposed Sale and for the inaccuracy of any representations and warranties made by the Company in connection with such Proposed Sale, is several and not joint with any other person (except to the extent that funds may be paid out of an escrow established to cover breach of representations, warranties and covenants of the Company as well as breach by any stockholder of any identical representations, warranties and covenants provided by all stockholders), and is pro rata in proportion to, and does not exceed, the amount of consideration paid to such Stockholder in connection with such Proposed Sale (in accordance with the provisions of the Restated Certificate);
(d) liability shall be limited to such Stockholder’s applicable share (determined based on the respective proceeds payable to each Stockholder in connection with such Proposed Sale in accordance with the provisions of the Restated Certificate) of a negotiated aggregate indemnification amount that applies equally to all Stockholders but that in no event exceeds the amount of consideration otherwise payable to such Stockholder in connection with such Proposed Sale, except with respect to claims related to fraud by such Stockholder, the liability for which need not be limited as to such Stockholder;
(e) upon the consummation of the Proposed Sale, (i) each holder of each class or series of the Company’s stock will receive the same form of consideration for their shares of such class or series as is received by other holders in respect of their shares of such same class or series of stock, (ii) each holder of a series of Preferred Stock will receive the same amount of consideration per share of such series of Preferred Stock as is received by other holders in respect of their shares of such same series, (iii) each holder of Common Stock will receive the same amount of consideration per share of Common Stock as is received by other holders in respect of their shares of Common Stock, and (iv) the aggregate consideration receivable by all holders of the Preferred Stock and Common Stock shall be allocated among the holders of Preferred Stock and Common Stock on the basis of the relative liquidation preferences to which the holders of each respective series of Preferred Stock and the holders of Common Stock are entitled in a Liquidation Event (assuming for this purpose that the Proposed Sale is a Liquidation Event) in accordance with the Restated Certificate in effect immediately prior to the Proposed Sale; and
(f) subject to subsection 4.2(e) above, requiring the same form of consideration to be available to the holders of any single class or series of capital stock, if any holders of a series or class of capital stock of the Company are given an option as to the form and amount of consideration to be received as a result of the Proposed Sale, all holders of such series or class of capital stock will be given the same option.
“THE SHARES EVIDENCED HEREBY ARE SUBJECT TO A VOTING AGREEMENT, AS MAY BE AMENDED FROM TIME TO TIME, (A COPY OF WHICH MAY BE OBTAINED UPON WRITTEN REQUEST FROM THE ISSUER), AND BY ACCEPTING ANY INTEREST IN SUCH SHARES THE PERSON ACCEPTING SUCH INTEREST SHALL BE DEEMED TO AGREE TO AND SHALL BECOME BOUND BY ALL THE PROVISIONS OF SAID VOTING AGREEMENT.”
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(a) Notwithstanding Section 11.5, no consent shall be necessary to add additional Investors as signatories to this Agreement, provided that such Investors have (i) purchased Series A Preferred Stock pursuant to the subsequent closing provisions of Section 1.3 of the Purchase Agreement and (ii) executed and delivered either (A) an Adoption Agreement substantially in the form attached hereto as Exhibit A or (B) a counterpart signature page hereto agreeing to be bound by and subject to the terms of this Agreement as an Investor and Stockholder hereunder. In either event, each such person thereafter shall be deemed an Investor and Stockholder for all purposes under this Agreement.
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(b) In the event that after the date of this Agreement, the Company enters into an agreement with any person to issue shares of capital stock to such person (other than to a purchaser of Series A Preferred Stock described in Section 11.9(a) above), following which such person would hold Shares representing one percent (1%) or more of the Company’s then outstanding capital stock (treating for this purpose all shares of Common Stock issuable upon exercise or conversion of all then outstanding options, warrants or convertible securities (whether or not then exercisable or convertible) as outstanding), then (i) the Company shall cause such person, as a condition precedent to the issuance of such capital stock, to become a party to this Agreement by executing an Adoption Agreement substantially in the form attached hereto as Exhibit A, agreeing to be bound by and subject to the terms of this Agreement as a Key Holder and Stockholder hereunder and thereafter such person shall be deemed a Key Holder and Stockholder for all purposes under this Agreement and (ii) notwithstanding Section 11.5, no consent shall be necessary to add such person as a signatory to this Agreement.
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11.17 Arbitration. Any controversy between the Parties hereto involving any claim arising out of or relating to this Agreement, will be submitted to and be settled by final and binding arbitration in New York City, New York, in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association (the “AAA”), and judgment upon the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Such arbitration shall be conducted by three (3) arbitrators chosen by the Company, the Investors and the Key Holders, or failing such agreement, an arbitrator appointed by the AAA. There shall be limited discovery prior to the arbitration hearing as follows: (a) exchange of witness lists and copies of documentary evidence and documents relating to or arising out of the issues to be arbitrated, (b) depositions of all party witnesses and (c) such other depositions as may be allowed by the arbitrators upon a showing of good cause. Depositions shall be conducted in accordance with the New York Code of Civil Procedure, the arbitrator shall be required to provide in writing to the Parties the basis for the award or order of such arbitrator, and a court reporter shall record all hearings, with such record constituting the official transcript of such proceedings.
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IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first above written.
COMPANY: | |||
RISE COMPANIES CORP. | |||
By: | /s/ Xxxxxxxx Xxxxxx | ||
Name: | Xxxxxxxx Xxxxxx | ||
Title: | Chief Executive Officer and President |
Address: | 1500 Xxxxxxxxxxx Xxx, XX, Xxxxx 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxx@xxxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first above written.
INVESTOR: | ||
WH / RISE CO, LLC | ||
By: Chain of Lakes Capital, LP, | ||
its managing member | ||
By: Chain of Lakes Capital, Inc., | ||
its general partner | ||
By: | /s/ Xxxxx X. Xxxxx | |
Name: | Xxxxx X. Xxxxx | |
Title: | President |
Address: | 25 Xxxxxx Xx Xxx Xxxxxxxxx, XX 00000 | |
Email: | xxxxxx@xxxxxxxxxxxx.xxx | |
Fax: | NA |
Signature Page to Voting Agreement
for Rise Companies Corp.
IN WITNESS WHEREOF, the parties have executed this Voting Agreement as of the date first above written.
INVESTOR: | ||
RENREN LIANHE HOLDINGS | ||
By: | /s/ Xxxxxx Xxxx | |
Name: | Xxxxxx Xxxx | |
Title: | Director |
Address: | 5/F Great Creativity Information Industry Garden | |
North Building Suite 18, | ||
Jiuxianqiao Middle Road, Chxxxxxx Xxxxxxxx | ||
Xxxxxxx, Xxxxx 000000 | ||
Attention: | Xiangzhi Bao, Director-Legal Affairs | |
Email: | XxxxxxXxxxxxxxxXxxxxXxxxxxx@xxxxxx-xxx.xxx |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | XXXXX XXXXXX | |
Address: | 1400 X Xxxxxx, XX, Xxx. 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxxxxxxx00@xxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxxxxxxx Xxxxxx | |
Name: | XXXXXXXX XXXXXX | |
Address: | 1400 X Xxxxxx, XX, Xxx. 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxxxxxx@xxx0000.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxxx Xxxxxx | |
Name: | XXXX XXXXXX | |
Address: | 1400 X Xxxxxx, XX, Xxx. 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxxx@xxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxxxxxx Xxxxxx | |
Name: | XXXXXXX XXXXXX | |
Address: | 1400 X Xxxxxx, XX, Xxx. 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxxxxxx@xxx0000.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
XXXXX XXXXXX TRUST | ||
By: | /s/ Xxxxxxx X. Xxxxx, XX., as Trustee | |
Name: | XXXXXXX X. XXXXX, XX., AS TRUSTEE | |
Address: | 26000 Xxxxxxxx Xxxx | |
Xxx Xxxxx Xxxxx, XX 00000 | ||
Email: | Xxxx.Xxxxx@xxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxxxx Xxxxxx | |
Name: | XXXXX XXXXXX | |
Address: | 7 World Trade Center | |
250 Xxxxxxxxx Xxxxxx, 00xx Xxxxx | ||
Xxx Xxxx, XX 00000 | ||
Email: | ||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxx Xxxxxx | |
Name: | XXX XXXXXX | |
Address: | 7 World Trade Center | |
250 Xxxxxxxxx Xxxxxx, 00xx Xxxxx | ||
Xxx Xxxx, XX 00000 | ||
Email: | ||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |
LOCKARD MARDUEL REVOCABLE TRUST |
By: | /s/ Xxx Xxxxxxx | |
Name: | Xxx Xxxxxxx | |
Title: | Trustee |
Address: | 150 Xxxxxxxx Xx. | |
Xxx Xxxxxxxxx, XX 00000 | ||
Email: | Xxxxxxx@xxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxxxxxxxxxx Rising | |
Name: | XXXXXXXXXXX RISING | |
Address: | 1100 Xxxxxx Xxxxx | |
Xxxxxxxx, XX 00000 | ||
Email: | xxx@xxxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
WESTMILL CAPITAL PARTNERS, LLC | ||
By: | /s/ Xxxxxxxx X. Xxxxxx | |
Name: | Xxxxxxxx X. Xxxxxx | |
Title: | Manager |
Address: | ||
Email: | xxx@xxxxxxxxxxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxxxxxxx Xxxxxx | |
Name: | XXXXXXXX XXXXXX | |
Address: | 1500 Xxxxxxxxxxx Xxx, XX, Xxxxx 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxx@xxxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: | XXXXXX XXXXXX | |
Address: | 1500 Xxxxxxxxxxx Xxx, XX, Xxxxx 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxx@xxxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
GPM: Fundrise, LLC | |||
By: | /s/ Xxxxxxxxxxx X. Xxxxxxx | ||
on behalf of Guggenheim Capital, LLC its member | |||
Name: | Xxxxxxxxxxx X. Xxxxxxx | ||
Title: | Senior Managing Director | ||
Address: | 220 Xxxx Xxxxxx Xxxxxx, Xxxxx 0000 | ||
Xxxxxxx, XX 00000 | |||
Email: | |||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
GPM-Center Court, LLC | |||
By: | Guggenheim Partners Investment | ||
Management, LLC, as Manager | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | Attorney-in-Fact | ||
Address: | 330 Xxxxxxx Xxxxxx | ||
Xxx Xxxx, XX 00000 | |||
Email: | Xxxx.Xxxxxx@xxxxxxxxxxxxxxxxxx.xxx | ||
Fax: | 000-000-0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Camber Creek LLC | |||
By: | /s/ Xxxxx Xxxxxx | ||
Name: | Xxxxx Xxxxxx | ||
Title: | Managing Director | ||
Address: | 5400 Xxxxx Xxxx Xxxxx 000 | ||
Xxxxxxxxx XX 00000 | |||
Email: | xx@xxxxxxxxxxx.xxx | ||
Fax: | 000-000-0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Collaborative II, L.P. | |||
By: | Collab XX XX, LLC | ||
Its: | General Partner | ||
By: | /s/ Xxxxx Xxxxxxx | ||
Name: | Xxxxx Xxxxxxx | ||
Title: | Managing Director | ||
Address: | 73 Xxxxxx Xxxxxx, Xxxxx 000 | ||
Xxx Xxxx, XX 00000 | |||
Attn: Xxxxx Xxxxxxx | |||
Phone: +1 ###-##-#### | |||
With a required copy to: | |||
Xxxxxx LLP | |||
3100 Xxxxxxx Xxxxxx | |||
Xxxx Xxxx, XX 00000 | |||
Attn: Xxxxxxx X. Xxxxxx | |||
Email: xxxxxxx@xxxxxx.xxx | |||
Email: | xxxxx@xxxxxxxxxxxxxxxxx.xxx |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
/s/ Xxxxxx Xxxxx | |||
By: | |||
Name: | Xxxxxx Xxxxx | ||
Title: | |||
Address: | 390 Xxxxxxx Xxxxx | ||
Xxxxxxxx, Xx 00000 | |||
Email: | xxxxxxxxxxx@xxxxx.xxx | ||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Kindling Capital LLC | |||
By: | /s/ Xxxxx Xxxxxx | ||
Name: | Xxxxx Xxxxxx | ||
Title: | Managing Member | ||
Address: | 58 Xxxxx Xxxx | ||
Xxx Xxxxxxxxx, XX 00000 | |||
Email: | xxx@xxxxxxxxxxxxxxx.xxx | ||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Xxxxxxx X Xxxxxx | |||
By: | /s/ Xxxxxxx X Xxxxxx | ||
Name: | Xxxxxxx X Xxxxxx | ||
Title: | CEO | ||
Address: | 6200 Xxxxxxx Xxxxx | ||
Xxxxx Xxxxx, XX 00000 | |||
Email: | Xxxxxx.xxxxxx@xxxxxxxxxx.xxx | ||
Fax: | 000-000-0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Xxxxxxx Xxxxxxx Xxxxxx | |||
By: | /s/ Xxxxxxx X. Xxxxxx | ||
Name: | Xxxxxxx X. Xxxxxx | ||
Title: | |||
Address: | 1600 X Xx., X.X. #0000 | ||
Xxxx., X.X. 00000 | |||
Email: | xxxxxxx@xxxxxxxxxxxxxxxxx.xxx | ||
Fax: | 000-000-0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Xxxxxxx Xxxxxx Xxxxxxxx Revocable Trust Agreement dated February 9, 1987, as amended and restated | |||
By: | /s/ Xxxxxxx Xxxxxx Xxxxxxxx | ||
Xxxxxxx Xxxxxx Xxxxxxxx, Trustee | |||
Address: | 50 Xxxxxx Xxxxxx, Xxx. 0000 | ||
Xxxxxxxxx, XX 00000 | |||
Email: | xxxxxxxx@xxxxxxxxxxxxxxx.xxx | ||
Fax: | 000.000.0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Xxxxxxx Xxxxxx Xxxxxxxx 2001 Trust Agreement dated November 1, 2001 | |||
By: | /s/ Xxxxxxx Xxxxxx | ||
Xxxxxxx Xxxxxx, Co-Trustee | |||
By: | /s/ Xxxxx Xxxxxx | ||
Xxxxx Xxxxxx, Co-Trustee | |||
Address: | 50 Xxxxxx Xxxxxx Xxx. 0000 | ||
Xxxxxxxxx, XX 00000 | |||
Email: | xxxxxxx@xxxxxxxxxxxxxxx.xxx | ||
Fax: | 000.000.0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Xxxxx Xxxxxx Revocable Trust Agreement dated December 4, 1981, as amended and restated | |||
By: | /s/ Xxxxx Xxxxxx | ||
Xxxxx Xxxxxx, Co-Trustee | |||
By: | /s/ Xxxxxx Xxxxxx | ||
Xxxxxx Xxxxxx, Co-Trustee | |||
Address: | 50 Xxxxxx Xxxxxx, Xxx. 0000 | ||
Xxxxxxx, XX 00000 | |||
Email: | xxxxxxxx@xxxxxxxxxxxxxxx.xxx | ||
Fax: | 000.000.0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
XXXXXX-XXXX REAL ESTATE GROUP | |||
By: | /s/ Xxxxx Xxxx | ||
Name: | Xxxxx Xxxx | ||
Title: | President | ||
Address: | 13 Xxxxxx Xxxx | ||
Xxxxxx, XX 00000 | |||
Email: | Xxxxx@xxxxxxxxxx.xxx | ||
Fax: | 000-000-0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
/s/ Xxxxxx Xxxxxxxxx | |||
By: | |||
Name: | Xxxxxx Xxxxxxxxx | ||
Title: | |||
Address: | 400 Xxxx Xxxxxx Xxxxx, Xxx 00X | ||
Xxx Xxxx, XX 00000 | |||
Email: | xxxxxxxxxx@xxxxxxxxxxxxx.xxx | ||
Fax: | (000) 000-0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Xxxxx Trust Company, LLC | |||
By: | /s/ Xxxx Xxxxxx | ||
Name: | Xxxx Xxxxxx, CFA | ||
Title: | Chief Investment Officer | ||
Address: | 3800 XXX Xxxx., Xxx 000 | ||
Xxxx Xxxxx Xxxxxxx, XX 00000 | |||
Email: | xxxxxxx@xxxxxxxx.xxx | ||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Xxxx X. Xxxxxx and Xxx X. Xxxxxx | |||
Revocable Trust | |||
By: | /s/ Xxx Xxxxxx | ||
Name: | Xxx Xxxxxx | ||
Title: | Trustee | ||
Address: | 130 Xxxxxx Xxxx | ||
Xxxxxxx, XX 00000 | |||
Email: | Xxxxxxxxx@xxxxxxxxxxxxxxxxxxxxxxxx.xxx | ||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
LMB Fundrise, LLC | |||
By: | /s/ Xxxxxxxx X. Xxxxxxx | ||
Name: | Xxxxxxxx X. Xxxxxxx | ||
Title: | member | ||
Address: | 900 Xxxxx 0 Xxxxx, Xxxxx 000 | ||
Xxxxxxxxxx, XX 00000 | |||
Email: | Xxxxxxxx@xxxxxxxxxxxx.xxx | ||
Fax: | (732) 362 - 8801 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
/s/ Xxxxxx Xxxx | |||
By: | |||
Name: | Xxxxxx Xxxx | ||
Title: | |||
Address: | 10000 XxxXxxxxx Xxxx | ||
Xxxxxxx, XX 00000 | |||
Email: | Xxxxxx_Xxxx@xxxxx.xxx | ||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
RRDC Properties L.L.C. | |||
By: | /s/ Xxxxxx Xxxxxxxxxx | ||
Name: | Xxxxxx Xxxxxxxxxx | ||
Title: | President | ||
Address: | c/o Rockrose Development Corp. | ||
660 Xxxxx Xxxxxx, 0xx Xxxxx, Xxx Xxxx, XX 00000 | |||
Email: | Xxxxxx.Xxxxxxxxxx@xxxxxxxx.xxx | ||
Fax: | 000-000-0000 |
Signature Page to Voting Agreement
for Rise Companies Corp.
INVESTOR: | |||
Xxxxxxxx X. Xxxxx | |||
By: | /s/ Xxxxxxxx X. Xxxxx | ||
Name: | Xxxxxxxx X. Xxxxx | ||
Title: | |||
Address: | 33 Xxxxxxxx Xxxx | ||
Xxxxxxxxx, XX 00000 | |||
Email: | xxxxxx@xxxxx.xxx | ||
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
KEY HOLDERS: | ||
By: | /s/ Xxxxxxxx Xxxxxx | |
Name: | XXXXXXXX XXXXXX | |
Address: | 1500 Xxxxxxxxxxx Xxx, XX, Xxxxx 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxx@xxxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
KEY HOLDERS: | ||
By: | /s/ Xxxxxx Xxxxxx | |
Name: | XXXXXX XXXXXX | |
Address: | 1500 Xxxxxxxxxxx Xxx, XX, Xxxxx 000 | |
Xxxxxxxxxx, X.X. 00000 | ||
Email: | xxx@xxxxxxxx.xxx | |
Fax: |
Signature Page to Voting Agreement
for Rise Companies Corp.
SCHEDULE A
SCHEDULE OF INVESTORS
Renren Lianhe Holdings
WH / Rise Co, LLC
Xxxxxxx Xxxxxx
Xxxxxxx Xxxxxx
Xxxxx Xxxxxx
Xxxxxxxx Xxxxxx
Xxxxx Xxxxxx Trust
Xxxxx Xxxxxx
Xxx Xxxxxx
Xxxxxxx Xxxxxxx Revocable Trust
Xxxxxxxxxxx Rising
WestMill Capital Partners, LLC
Xxxxxxxx Xxxxxx
Xxxxxx Xxxxxx
GPM:Fundrise, LLC
GPM-Center Court, LLC
Camber Creek LLC
Collaborative II, L.P.
Xxxxxx Xxxxx
Kindling Capital LLC
Xxxxxxx X. Xxxxxx
Xxxxxxx Xxxxxxx Xxxxxx
S-1
SCHEDULE A (continued)
SCHEDULE OF INVESTORS
Xxxxxxx Xxxxxx Xxxxxxxx Revocable Trust Agreement dated February 9, 1987, as amended and restated
Xxxxxxx Xxxxxx Xxxxxxxx 2001 Trust Agreement dated November 1, 2001
Xxxxx Xxxxxx Revocable Trust Agreement dated December 4, 1981, as amended and restated
Xxxxxx-Xxxx Real Estate Group
Xxxxxx Xxxxxxxxx
Xxxxx Trust Company, LLC
Xxxx X. Xxxxxx and Xxx X. Xxxxxx Revocable Trust
LMB Fundrise, LLC
Xxxxxx Xxxx
RRDC Properties L.L.C.
Xxxxxxxx X. Xxxxx
S-2
SCHEDULE B
SCHEDULE OF KEY HOLDERS
Xxxxxx Xxxxxx
Xxxxxxxx Xxxxxx
S-3
EXHIBIT A
ADOPTION AGREEMENT
This Adoption Agreement (“Adoption Agreement”) is executed by the undersigned (the “Holder”) pursuant to the terms of that certain Voting Agreement dated as of ___________, 20__ (the “Agreement”) by and among the Company and certain of its stockholders. Capitalized terms used but not defined herein shall have the respective meanings ascribed to such terms in the Agreement. By the execution of this Adoption Agreement, the Holder agrees as follows:
¨ | as a transferee of Shares from a party in such party’s capacity as an “Investor” bound by the Agreement, and after such transfer, Holder shall be considered an “Investor” and a “Stockholder” for all purposes of the Agreement. |
¨ | as a transferee of Shares from a party in such party’s capacity as a “Key Holder” bound by the Agreement, and after such transfer, Holder shall be considered a “Key Holder” and a “Stockholder” for all purposes of the Agreement. |
¨ | as a new Investor in accordance with Section 11.9(a) of the Agreement, in which case Holder will be an “Investor” and a “Stockholder” for all purposes of the Agreement. |
¨ | in accordance with Section 11.9(b) of the Agreement, as a new party who is not a new Investor, in which case Holder will be a “Key Holder” and a “Stockholder” for all purposes of the Agreement. |
E-1
EXECUTED AND DATED this ______ day of _________________, 20___.
HOLDER: | ||
By: | ||
Name: | ||
Title: | ||
Address: | ||
Email: | ||
Fax: |
Accepted and Agreed:
COMPANY
By: | ||
Name: | ||
Title: |
E-2
EXHIBIT B
CONSENT OF SPOUSE
I, [__________________________], spouse of [___________________], acknowledge that I have read the Voting Agreement, dated as of [_____ __], 2014, to which this Consent of Spouse is attached as Exhibit B (the “Agreement”), and that I know the contents of the Agreement. I am aware that the Agreement contains provisions regarding the voting and transfer of shares of capital stock of Company (as defined in the Agreement) that my spouse may own, including any interest I might have therein.
I hereby agree that my interest, if any, in any shares of capital stock of the Company subject to the Agreement shall be irrevocably bound by the Agreement and further understand and agree that any community property interest I may have in such shares of capital stock of the Company shall be similarly bound by the Agreement.
I am aware that the legal, financial and related matters contained in the Agreement are complex and that I am free to seek independent professional guidance or counsel with respect to this Consent of Spouse. I have either sought such guidance or counsel or determined after reviewing the Agreement carefully that I will waive such right.
Date: | |||
[Name of Stockholder’s Spouse] |
E-3