LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • February 14th, 2020 • iCap Vault 1, LLC • Delaware
This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of iCap Vault 1, LLC, a Delaware limited liability company (the “Company”), is dated as of ______________, 2020, and is entered into by iCap Vault, LLC as its sole initial Member (the “Initial Member”).
ICAP VAULT I, LLC, as Issuer, VAULT HOLDING, LLC, as Subsidiary Guarantor, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee, Indenture Dated as of ___________, 2020 Variable Denomination Floating Rate Demand NotesIndenture • February 14th, 2020 • iCap Vault 1, LLC • Delaware
INDENTURE, dated as of ______________, 2020, between iCap Vault 1, LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Issuer” or the “Company”), having its principal office at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006, Vault Holding, LLC, a limited liability company duly organized and existing under the laws of Delaware (herein called the “Subsidiary Guarantor”), having its principal office at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 and American Stock Transfer & Trust Company, LLC, a New York limited liability company, having its Corporate Trust Office at 6201 15th Avenue, Brooklyn, NY 11219 (referred to herein as the “Trustee”).
GUARANTY AGREEMENTGuaranty Agreement • February 14th, 2020 • iCap Vault 1, LLC • Delaware
This Guaranty (this “Guaranty”) is made and entered into as of [________], 2020 (the “Effective Date”) by Vault Holding, LLC, a Delaware limited liability company (“Guarantor”), to and for the benefit of each of the holders (each, a “Holder”) of promissory notes (the “Notes”) issued by iCap Vault 1, LLC, a Delaware limited liability company and the sole member of Guarantor (“Borrower”) pursuant to an offering of up to $500,000,000 of Variable Denomination Floating Rate Demand Notes of Borrower commencing on or about [________], 2020 (the “Offering”). Defined terms used herein without definition shall have the meaning given to them in the Notes.
PLEDGE AND SECURITY AGREEMENTPledge and Security Agreement • February 14th, 2020 • iCap Vault 1, LLC • Delaware
This Pledge and Security Agreement (this “Agreement”), dated as of [________], 2020 (the “Effective Date”), is entered into by and between iCap Vault 1, LLC, a Delaware limited liability company (“Pledgor”) and Marketplace Realty Advisors, LLC, a Washington limited liability company, in its capacity as collateral agent and pledgee hereunder (in such capacity “Agent”) for the benefit of holders of promissory notes issued by Pledgor pursuant to an offering (the “Offering”) of up to $500,000,000 of Variable Denomination Floating Rate Demand Notes of Pledgor (the “Notes”), pursuant to an Indenture dated [________], 2020 (“Indenture”) commencing on or about [___________], 2020 (the “Holders”). Each of Pledgor and Agent may be referred to herein as a “Party” and collectively as the “Parties.” Defined terms used herein without definition shall have the meaning given to them in the Indenture.
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • February 14th, 2020 • iCap Vault 1, LLC • Delaware
This Collateral Agent Agreement (this “Agreement”), dated as of ___________, 2020, is entered into by and among iCap Vault 1, LLC, a Delaware limited liability company (“Issuer”), the holders of the Notes (defined below) who become a party hereto (the “Holders”), and Marketplace Realty Advisors, LLC, a Washington limited liability company, in its capacity as collateral agent, and any successor collateral agent (in such capacity “Agent”) for the Holders. Any party who acquires a Note (as defined below) shall, in accordance with the provisions of the Indenture, become bound by this Agreement in his/her/its capacity as Holder for all periods in which Holder carries an outstanding balance under a Note, to the same extent as if such party had originally executed this Agreement.
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • February 14th, 2020 • iCap Vault 1, LLC • Delaware
SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of __________ __, 20__, by and among iCap Vault 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Company”), and the buyer identified on the signature page hereto (“Buyer”).
