LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • May 14th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Limited Liability Company Operating Agreement (this “Agreement”) of Vault Holding 1, LLC, a Delaware limited liability company (the “Company”), is dated as of April 28, 2020, and is entered into by iCap Vault 1, LLC as its sole initial Member (the “Initial Member”).
ICAP VAULT 1, LLC, as Issuer, VAULT HOLDING 1, LLC, as Subsidiary Guarantor, and AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC as Trustee, Indenture Dated as of ___________, 2020 Variable Denomination Floating Rate Demand NotesIndenture • May 14th, 2020 • Vault Holding 1, LLC • Real estate • 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 1, 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”).
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • May 14th, 2020 • Vault Holding 1, LLC • Real estate • 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 • May 14th, 2020 • Vault Holding 1, LLC • Real estate • 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”), Vault Holding 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Guarantor”), and the buyer identified on the signature page hereto (“Buyer”).
PAYING AGENT AGREEMENTPaying Agent Agreement • May 14th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Paying Agent Agreement (this “Agreement”) is made and entered into as of [________], 2020, by and between iCap Vault 1, LLC, a Delaware limited liability company (the “Issuer”) and [________________], as paying agent (the “Paying Agent”).
