Re: Engagement Agreement Dear Dennis:Engagement Agreement • March 13th, 2020 • Remembrance Group, Inc. • Florida
This engagement letter agreement (this “Agreement”) sets forth the terms under which Digital Offering LLC, a FINRA and SEC registered broker-dealer (“we” or “Digital Offering”), is being engaged to act as the managing broker dealer for Remembrance Group, Inc (“you” or the “Company” and, together with Digital Offering, the “Parties”) in connection with a proposed best efforts Regulation A offering by the Company of its Series A Preferred Stock (the “Securities”).
Employment AgreementEmployment Agreement • March 13th, 2020 • Remembrance Group, Inc. • Florida
This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2020 (the “Effective Date”), by and between Derrick Husmann (the “Employee”) and PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc. (the “Company”).
LEASE AGREEMENT WITH OPTION TO PURCHASE Premier Funeral Management Group V, LLC November 5, 2015 Sharp Funeral Home Oliver Springs, Tennessee SUMMARY PAGELease Agreement With Option to Purchase • March 13th, 2020 • Remembrance Group, Inc. • Georgia
THIS LEASE AGREEMENT WITH OPTION TO PURCHASE (“Lease” or “Agreement”) is entered into this 5th day of November, 2015, by and between PFMG HOLDINGS, L.L.C., a Georgia limited liability company whose principal office is located at P.O. Drawer 399, Elberton, Georgia 30635-0399 (hereinafter referred to as “Lessor”); and PREMIER FUNERAL MANAGEMENT GROUP V, LLC, a Delaware limited liability company whose principal office is located at 3815 River Crossing Parkway, Suite 100. Indianapolis, Indiana 46240 (hereinafter referred to as “Lessee).
SUBSCRIPTION AGREEMENT Series A Redeemable Preferred Stock of Remembrance Group, Inc.Subscription Agreement • March 13th, 2020 • Remembrance Group, Inc. • Nevada
This Subscription Agreement (this “Subscription Agreement”) relates to my agreement to purchase shares of the Series A Redeemable Preferred Stock, par value $0.0001 per share (the “Shares”), of Remembrance Group, Inc., a Delaware corporation (the “Company”), for a purchase price of $10.00 per Share, for a total purchase price as indicated during the online subscription process or, if I am not purchasing online, then as indicated on the signature page to this Agreement (“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 [*], 2020 (the “Offering Circular”). Capitalized terms used but not defined herein shall have the meanings given to them in the Offering Circular.
OPTION AGREEMENT – PFMG VIIOption Agreement • March 13th, 2020 • Remembrance Group, Inc. • Georgia
This Option Agreement (this “Agreement”) is effective as of September 23, 2016 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, VII, LLC, a Delaware limited liability company (“PFMG VII”), Barry Bedford and Troy Centazzo (collectively, the “Granting Members”), and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”).
AMENDED AND RESTATED OPTION AGREEMENT - PFMG IIOption Agreement • March 13th, 2020 • Remembrance Group, Inc.
This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP II, LLC, a Delaware limited liability company (“PFMG II”), Troy Centazzo and Barry Bedford (collectively, the “Members”), all option and warrant holders of PFMG II listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of November 13, 2013.
OPTION AGREEMENT - PFMS IIIOption Agreement • March 13th, 2020 • Remembrance Group, Inc.
This Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date ”) and entered into between PREMIER FUNERAL MANAGEMENT SERVICES III, LLC, a Delaware limited liability company (“PFMS III”), Troy Centazzo and Barry Bedford (collectively, the “Granting Members”), all option and warrant holders of PFMS III listed on Exhibit A attached hereto (“Option Holders”), PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”) and, solely for the purposes of Section 12, BRIAN METCALF (“Metcalf”).
Employment AgreementEmployment Agreement • March 13th, 2020 • Remembrance Group, Inc. • Florida
This Employment Agreement (the “Agreement”) is made and entered into as of January 1, 2020 (the “Effective Date”), by and between Dennis L. Smith (the “Employee”) and PF Management Services, LLC, a Delaware limited liability company which will be converted to a Delaware corporation and subsequently known as Remembrance Group, Inc. (the “Company”).
OPTION AGREEMENT – PFMG VIOption Agreement • March 13th, 2020 • Remembrance Group, Inc. • Georgia
This Option Agreement (this “Agreement”) is effective as of September 23, 2016 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, VI, LLC, a Delaware limited liability company (“PFMG VI”), Barry Bedford, Troy Centazzo and John Masciarelli (collectively, the “Granting Members”), and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • March 13th, 2020 • Remembrance Group, Inc. • Delaware
This Management Services Agreement (this “Agreement”) is entered into effective as of February 1, 2020 (the “Effective Date”), by and between REMEMBRANCE GROUP, INC., a Delaware corporation (the “Company”), and LITTLEBANC ADVISORS LLC, a Florida limited liability company (“Littlebanc”).
CONVERTIBLE NOTE PURCHASE AGREEMENTConvertible Note Purchase Agreement • March 13th, 2020 • Remembrance Group, Inc. • Florida
This Convertible Note Purchase Agreement (this “Agreement”), dated as of March [●], 2019, is entered into by and among PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (the “Company”), and the persons and entities (each individually a “Purchaser,” and collectively, the “Purchasers”) named on the Schedule of Purchasers attached hereto (the “Schedule of Purchasers”).
AMENDED AND RESTATED OPTION AGREEMENT - PFMG IVOption Agreement • March 13th, 2020 • Remembrance Group, Inc.
This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP IV, LLC, a Delaware limited liability company (“PFMG IV”), Jay Markwell (the “Member”), all option and warrant holders of PFMG IV listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of October 20, 2014.
AMENDED AND RESTATED OPTION AGREEMENT - PFMGOption Agreement • March 13th, 2020 • Remembrance Group, Inc.
This Amended and Restated Option Agreement (this “Agreement”) is effective as of September 24, 2015 (the “Effective Date”) and entered into between PREMIER FUNERAL MANAGEMENT GROUP, LLC, a Delaware limited liability company (“PFMG”), Troy Centazzo and Barry Bedford (collectively, the “Granting Members”), all option and warrant holders of PFMG listed on Exhibit A attached hereto (“Option Holders”) and PF MANAGEMENT SERVICES, LLC, a Delaware limited liability company (“PFMS”). This Agreement amends and restates in its entirety that certain Option Agreement between the parties hereto, dated as of November 13, 2013.
