ALLEGIANCY, LLC COMMON STOCK PURCHASE WARRANTAllegiancy, LLC • December 17th, 2015 • Real estate • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., 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 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Allegiancy, Inc., 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).
Minimum: [ ● ] Shares of Common Stock Maximum: [ ● ] Shares of Common Stock $0.01 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • December 17th, 2015 • Allegiancy, LLC • Real estate • New York
Allegiancy, Inc., a Delaware corporation (the “Company”), formerly Allegiancy, LLC, a Delaware limited liability company, proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell a minimum of [ • ] shares and up to a maximum of [ • ] shares of its common stock, $0.01 par value per share (the “Common Stock”), to investors (collectively, the “Investors”) in an initial public offering pursuant to Regulation A through you as underwriter (the “Underwriter”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
ESCROW AGREEMENTEscrow Agreement • December 17th, 2015 • Allegiancy, LLC • Real estate
THIS ESCROW AGREEMENT (the “Escrow Agreement”) is entered into and effective this _____ day of ___________, 201_ by and among SunTrust Bank (“Escrow Agent” or “Bank”), Allegiancy, LLC, a Delaware limited liability company (“Allegiancy”), and W.R. Hambrecht + Co., LLC, a ______________ limited liability company (“Hambrecht” and, together with Escrow Agent and Allegiancy, the “Parties,” and each, a “Party”).
CONTRIBUTION AGREEMENTContribution Agreement • December 17th, 2015 • Allegiancy, LLC • Real estate • Delaware
THIS CONTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of October 10, 2013 (the “Contract Date”), by and among Continuum Capital, LLC, a Virginia limited liability company, and Chesapeake Realty Advisors, LLC, a Virginia limited liability company (each, a “Contributor” and collectively, the “Contributors”), and Allegiancy, LLC, a Delaware limited liability company (the “Company”).
PURCHASER QUESTIONNAIRE AND SUBSCRIPTION AGREEMENT Common Stock In Allegiancy, Inc.Questionnaire and Subscription Agreement • December 17th, 2015 • Allegiancy, LLC • Real estate • Delaware
