FORM OF IPIC GOLD CLASS HOLDINGS LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • Delaware
This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Agreement”), dated as of the Effective Time (as defined herein), is entered into by and among IPIC GOLD CLASS HOLDINGS LLC, a Delaware limited liability company (the “Company”), and its Members (as defined herein).
iPic Entertainment Inc. Maximum: 2,165,000 Shares of Common Stock $0.0001 par value per share FORM OF SELLING AGENCY AGREEMENTSelling Agency Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • New York
FORM OF REGISTRATION RIGHTS AGREEMENT by and among iPic Entertainment Inc., the Major Investors, the Other Investors and THE HOLDERS THAT ARE SIGNATORIES HERETO FROM TIME TO TIME Dated as of [_______], 2018Registration Rights Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • New York
REGISTRATION RIGHTS AGREEMENT, dated as of [______], 2018 (as amended, restated, modified or supplemented from time to time, this “Agreement”), by and among (i) iPic Entertainment Inc., a Delaware corporation (the “Company”), (ii) the parties identified on Schedule A as the “Major Investors” (together with their Permitted Transferees, the “Major Investors”), and (iii) the parties identified on Schedule A as the “Other Investors” (together with their Permitted Transferees, the “Other Investors”).
FORM OF CLOSING ESCROW AGREEMENTForm of Closing Escrow Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • Delaware
This CLOSING ESCROW AGREEMENT (this “Agreement”) dated as of this __ day of ________, 2018 by and among iPic Entertainment Inc., a Delaware corporation (the “Company”), having an address at 433 Plaza Real Suite 335, Boca Raton, FL 33432; TriPoint Global Equities, LLC, having an address at 1450 Broadway, 26th Floor, New York, NY 10018 (“Selling Agent”), and WILMINGTON TRUST, N.A. (the “Escrow Agent”), with its principal corporate trust office at 1100 North Market Street, Wilmington, Delaware 19890.
FORM OF SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT By and Among IPIC-GOLD CLASS ENTERTAINMENT, LLC, as Borrower IPIC GOLD CLASS HOLDINGS LLC, as Holdings, Each Borrower Subsidiary from time to time party hereto, and THE EMPLOYEES’...Master Loan and Security Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • Alabama
THIS SECOND AMENDED AND RESTATED MASTER LOAN AND SECURITY AGREEMENT (this “Agreement”) is made as of this [●]th day of [●], 2018 by and among IPIC-GOLD CLASS ENTERTAINMENT, LLC, a Delaware limited liability company (the “Borrower”), IPIC GOLD CLASS HOLDINGS LLC, a Delaware limited liability company (“Holdings”), IPIC TEXAS, LLC, a Texas limited liability company (“IPIC Texas”), IPIC MEDIA, LLC, a Florida limited liability company (“IPIC Media”), DELRAY BEACH HOLDINGS, LLC, a Florida limited liability company (“DB Holdings”), BAY COLONY REALTY, LLC, a Florida limited liability company (“Bay Colony” and, together with IPIC Texas, IPIC Media, DB Holdings and each other Person which the Borrower owns and/or controls one hundred percent (100%) of the Equity Interest of such Person, collectively, the “Borrower Subsidiaries” and each individually a “Borrower Subsidiary”) TEACHERS’ RETIREMENT SYSTEM OF ALABAMA, a body corporate of the State of Alabama created under Section 16-25-1 a mg., Code
FORM OF SUBSCRIPTION AGREEMENT Class A Common Stock of iPic Entertainment Inc.Subscription Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • Delaware
This Subscription Agreement relates to my/our agreement to purchase ________ shares of Class A common stock, $0.0001 par value per share (the “Shares”), to be issued by iPic Entertainment Inc., a Delaware corporation (the “Company”), for a purchase price of $18.50 per Share, for a total purchase price of $___________ (“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 ________ __, 2018 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
FORM OF EXPENSE REIMBURSEMENT AGREEMENTExpense Reimbursement Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • Delaware
This Expense Reimbursement Agreement (this “Agreement”) is entered into as of [●], 2018 by and among iPic-Gold Class Entertainment, LLC, a Delaware limited liability company (including any successor, the “Operating Company”), iPic Gold Class Holdings LLC, a Delaware limited liability company (including any successor, the “Holdings”) and iPic Entertainment Inc., a Delaware corporation (including any successor, the “Corporation”). Certain capitalized terms used in this Agreement are defined in Section 3.
IPIC ENTERTAINMENT INC. FORM OF CLASS A COMMON STOCK PURCHASE WARRANTiPic Entertainment Inc. • January 10th, 2018 • Retail-eating & drinking places • New York
THIS CLASS A COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Tripoint Global Equities, LLC 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 that is 366 days after the latest date when the United States Securities and Exchange Commission (the “SEC”) declares the Offering Statement relating to the initial public offering of the shares of Class A Common Stock of the Company (as defined below) qualified (the “Qualification Date”) (the “Initial Exercise Date”) and on or before the close of business on the date which is three and one-half (3.5) years following the Qualification Date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from iPic Entertainment Inc., a Delaware corporation (the “Company”), up to 47,630 shares (as subject to adjustment hereunder, the “Warrant Shares”) of Cl
FORM OF INDEMNIFICATION AGREEMENTForm of Indemnification Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • Delaware
This Indemnification Agreement (this “Agreement”) is made and entered into as of this [ ] day of [ ], 2018, by and between iPic Entertainment Inc., a Delaware corporation (the “Company”), and [ ] (“Indemnitee”).
FIRST AMENDMENT TO EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places
This First Amendment to Employment Agreement (the “Agreement”) is made and entered into this 5th day of May, 2016 (the “Effective Date”) by and between IPIC-GOLD CLASS ENTERTAINMENT, LLC, a Delaware corporation (the “Company”) and HAMID HASHEMI (the “Executive”).
FORM OF MEMBERSHIP UNIT PURCHASE AGREEMENTMembership Unit Purchase Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • Delaware
This MEMBERSHIP UNIT PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of [●], 2018, by and between iPic Entertainment Inc., a Delaware corporation (the “Corporation”), and iPic Gold Class Holdings LLC, a Delaware limited liability company (the “Company”).
EMPLOYMENT AGREEMENTEmployment Agreement • January 10th, 2018 • iPic Entertainment Inc. • Retail-eating & drinking places • Delaware
This Employment Agreement (the “Agreement”) is made and entered into (and shall be deemed effective) as of September 30, 2010 (the “Effective Date”) by and between IPIC-GOLD CLASS ENTERTAINMENT, LLC, a Delaware corporation (the “Company”) and HAMID HASHEMI (“Executive”).
