LIMITED LIABILITY COMPANY OPERATING AGREEMENT OFLimited Liability Company Operating Agreement • September 18th, 2020 • Vault Holding 1, LLC • Real estate • 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 September 18, 2020, and is entered into by iCap Vault, 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 September 18, 2020 Variable Denomination Floating Rate Demand NotesIndenture • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
INDENTURE, dated as of September 18, 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”).
AMENDED AND RESTATED Broker-Dealer AgreementBroker-Dealer Agreement • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Amended and Restated Broker-Dealer Agreement (this “Agreement”) is entered into by and among iCap Vault 1, LLC, a Delaware limited liability company (“iCap Vault 1”), Vault Holding 1, LLC, a Delaware limited liability company (“Vault Holding 1”), and Cobalt Capital, Inc., a Florida corporation (the “Broker-Dealer”), effective June 30, 2020 (the “Effective Date”), regarding the offering and sale (the “Offering”) by iCap Vault 1 of up to $500,000,000 of Senior Secured Demand Notes (the “Notes”) issued by iCap Vault 1, as guaranteed by Vault Holding 1, LLC (“Guarantee”; and together with Notes, collectively, referred to herein as the “Securities”) pursuant to that certain Registration Statement on Form S-11 (the “Registration Statement”) filed by iCap Vault 1 and Vault Holding 1 (collectively, the “Issuer”) with the Securities and Exchange Commission. Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Registration Statement,
GUARANTY AGREEMENTGuaranty Agreement • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Guaranty (this “Guaranty”) is made and entered into as of September 18, 2020 (the “Effective Date”) by Vault Holding 1, 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 the date the Securities and Exchange Commission declares the registration statement on Form S-11 of the Borrower and the Guarantor, as amended (File No. 333-236458), effective (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 • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Pledge and Security Agreement (this “Agreement”), dated as of September 18, 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 September 18, 2020 (“Indenture”) commencing on or about the date the Securities and Exchange Commission declares the registration statement on Form S-11 of the Pledgor and the Holder, as amended (File No. 333-236458), effective (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 s
COLLATERAL AGENT AGREEMENTCollateral Agent Agreement • September 18th, 2020 • Vault Holding 1, LLC • Real estate • Delaware
This Collateral Agent Agreement (this “Agreement”), dated as of September 18, 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 • September 18th, 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”).
