Indemnification AgreementIndemnification Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December __, 2020 between Feel the World, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2022 • Elevate.Money REIT I, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of ______, 20__, by and between Elevate.Money REIT I, Inc., a Maryland corporation (the “Company”); and __________________ (each, an “Indemnitee”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • Virginia
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 21, 2024, by and between AMERICAN REBEL HOLDINGS, INC., a Nevada corporation, with its address at 909 18th Avenue South, Suite A, Nashville, Tennessee 37212 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS [ ], LLC December 31, 2023Limited Liability Company Operating Agreement • January 4th, 2024 • Masterworks 057, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks [ ], LLC, a Delaware limited liability company (the “Company”), is dated as of December 31, 2023, and is entered into by the Members (as defined herein) and the Board of Managers of the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2018, is by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
FLORA GROWTH CORP.Warrant Indenture • January 23rd, 2020 • Flora Growth Corp. • Pharmaceutical preparations • Ontario
AMENDED AND RESTATED ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • October 5th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
THIS AMENDED AND RESTATED ESCROW AGREEMENT, effective as of October 5, 2020, (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 as escrow agent hereunder (“NCPS” or “Escrow Agent”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Gallery Drop 025, a Series of Otis Gallery LLC, a Delaware series limited liability company (“Issuer”) located at 335 Madison Ave, 16th Floor, New York, NY 10017.
FORM OF SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT Dated as of December 31, 2023Administrative Services Agreement • January 4th, 2024 • Masterworks 007, LLC • Retail-retail stores, nec • New York
This Second Amended and Restated Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks [ ], LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”), and amends and restates in its entirety the Administrative Services Agreement (the “Original Agreement”), dated as of [ ], and amended on [ ], by and among the Parties. Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
FORM OF AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT Dated as of December 31, 2023Management Services Agreement • January 4th, 2024 • Masterworks 172, LLC • Retail-retail stores, nec • New York
This Amended and Restated Management Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks [Entity Number], LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [Entity Number] segregated portfolio (the “Portfolio”), and amends and restates in its entirety the Management Services Agreement (the “Original Agreement”), dated as of [ ], by and among the Parties. Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2018 • Knightscope, Inc. • Communications equipment, nec • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of 5/23/2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and KNIGHTSCOPE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
Series Gallery Drop 035, a Series of Otis Gallery LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (the “Broker”) Subscription Agreement to subscribe for Series Gallery Drop 035, a Series...Subscription Agreement • October 5th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • New York
Please complete the following ACH payment details in order to automatically transfer money into the escrow account. This section can be left blank in the case of electronically initiated payments.
ContractCollectable Consignment Agreement • January 31st, 2022 • Collectable Sports Assets, LLC • Retail-retail stores, nec
[***] Certain information in this document has been excluded pursuant to the Instruction to Item 17 of Form 1-A. Such excluded information is not material, is the type that the registrant treats as private or confidential and would likely cause competitive harm to the registrant if publicly disclosed.
Landa Form of Georgia Lease AgreementResidential Lease Agreement • June 6th, 2022 • Landa App LLC • Real estate • Georgia
This Residential Lease Agreement (hereinafter “Lease”) is entered into this on by and between the Lessor: ______________ (hereinafter referred to as “Landlord”), and the Lessee(s): ______. All Lessees (hereinafter referred to collectively as “Tenant”), are jointly, severally and individually bound by, and liable under, the terms and conditions of this Lease.
Broker-Dealer AgreementBroker-Dealer Agreement • September 1st, 2020 • Collectable Sports Assets, LLC • Retail-retail stores, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Collectable Sports Assets, LLC (“Client”), a Delaware Corporation, and Dalmore Group, LLC., a New York Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as of August 6, 2020 (the “Effective Date”):
Series #82AV1, a series of RSE Collection, LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (“Broker”) Second Amended and Restated Subscription Agreement to subscribe for Series #82AV1, a...Subscription Agreement • June 12th, 2019 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC Effective as of January 1, 2023Operating Agreement • August 11th, 2023 • Fundrise East Coast Opportunistic REIT, LLC • Real estate investment trusts • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC, is effective as of January 1, 2023. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1 or Section 13.1.
WARRANT TO PURCHASE SHARES OF SERIES S PREFERREDWarrant Agreement • July 29th, 2019 • Knightscope, Inc. • Communications equipment, nec • Delaware
THIS CERTIFIES THAT, for value received, Proud Productions LLC or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Knightscope, Inc., a Delaware corporation (the “Company”), 1,500,000 shares of the Company’s Series S Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Distribution Assignment and Warrant Purchase Agreement dated as of or about the date hereof between the Company and Holder (the “Purchase Agreement”).
December 28, 2022 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE ARCHIVE, LLCLimited Liability Company Agreement • January 11th, 2023 • RSE Archive, LLC • Retail-retail stores, nec • Delaware
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGING MEMBER OR THEIR AFFILIATES, OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING, AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY ON HIS OR HER OWN ADVISORS AS TO THE LEGAL, TAX AND/OR ECONOMIC IMPLICATIONS OF THE INVESTMENT DESCRIBED IN THIS AGREEMENT AND ITS SUITABILITY FOR SUCH INVESTOR.
ARETE WEALTH ADVISORS, LLC INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • December 30th, 2022 • Masterworks 161, LLC • Retail-retail stores, nec
This investment advisory agreement (the “Agreement”) is made by and between the client that has electronically agreed to this Agreement (“Client” or “you”) and Arete Wealth Advisors, LLC, an Illinois limited liability company and registered investment adviser (“Adviser”, “we” or “us” and, together with Client, the “Parties”).
POSTING AGREEMENTPosting Agreement • June 21st, 2023 • Legion Works, Inc. • Blank checks • California
Legion Works, Inc., a Delaware Corporation located at 4275 Executive Square, Suite 200, La Jolla, CA 92037 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Voting Common Stock, $3.60 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
SECOND AMENDED SUBSCRIPTION AGREEMENTSubscription Agreement • February 22nd, 2022 • Gratus Capital Properties Fund III LLC • Real estate
SECOND AMENDED SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made as of the date entered into below, by and between Gratus Capital Properties Fund III LLC a Delaware Limited Liability Company (the “Issuer”), and the undersigned (the “Subscriber” or “You”).
FORM OF SUBSCRIPTION AGREEMENT MASTERWORKS [ ], LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORSSubscription Agreement • December 30th, 2022 • Masterworks 192, LLC • Retail-retail stores, nec • New York
Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks [ ], LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering, it may not continue.
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENTRight of First Refusal and Co-Sale Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of December 2, 2020 by and among Feel The World, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holder (as defined below) listed on Schedule B.
Amended and Restated Operating Agreement HIS Capital Fund III, LLCOperating Agreement • October 14th, 2021 • HIS Capital Fund III, LLC • Real estate • Delaware
PHOENIX CAPITAL GROUP HOLDINGS, LLC a Delaware limited liability company Issuer AND UMB Bank, N.A. Trustee INDENTURE Dated as of January 12, 2022 Unsecured Subordinated Debt SecuritiesIndenture • January 13th, 2022 • Phoenix Capital Group Holdings, LLC • Metal mining • Delaware
INDENTURE, dated as of January 12, 2022, between PHOENIX CAPITAL GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Company” or the “Issuer”), and UMB BANK, N.A. as trustee (the “Trustee”):
American Rebel Holdings, Inc. Maximum: 2,666,666 Shares of Series C Redeemable Convertible Preferred Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • New York
American Rebel Holdings, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 2,666,666 shares of Series C Convertible Cumulative Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), of the Company to investors (collectively, the “Investors”), at a purchase price of $7.50 per share (the “Purchase Price”), in an offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Series C Preferred 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).
Business Loan and Security Agreement March 27, 2024Business Loan and Security Agreement • April 3rd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • New York
This Business Loan and Security Agreement Supplement is an important legal document. Borrower should keep this document for Borrower’s records.
REGISTRATION RIGHTS AGREEMENT December 1, 2022Registration Rights Agreement • December 5th, 2022 • ReAlpha Asset Management Inc • Real estate
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), is made and entered into as of the date first above written, by and among REALPHA ASSET MANAGEMENT, INC., a corporation incorporated under the laws of the State of Delaware whose registered office is at 6515 Longshore Loop #100 Dublin, OH 43017 (the “Company”), GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (“Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with Purchaser, the “Parties”). Capitalized terms used herein and not otherwise defined herein shall have the respective meanings set forth in the Purchase Agreement (as defined below).
POSTING AGREEMENTPosting Agreement • July 30th, 2021 • Sugarfina Corp • Retail-food stores • California
Sugarfina Holdings , LLC , a Delaware Limited Liability Company located at 1700 E Walnut Ave, 5th Floor, El Segundo CA 90245 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its common stock, $10.35 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • October 7th, 2016 • Fig Publishing, Inc. • Services-prepackaged software • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of September 30, 2016 (the “Effective Date”) among (a) SILICON VALLEY BANK, a California corporation with a loan production office located at 2400 Hanover Street, Palo Alto, California 94304 (“Bank”), and (b) (i) LOOSE TOOTH INDUSTRIES, INC., a Delaware corporation (“Loose Tooth”) and (ii) FIG PUBLISHING, INC., a Delaware corporation (“Fig”) (Loose Tooth and Fig are individually and collectively, jointly and severally, the “Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • June 12th, 2019 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Georgia
This Amended and Restated Subscription Escrow Agreement (the “Agreement”) is made effective as of June 11, 2019 (the “Effective Date”), by and between RSE Collection, LLC, a Delaware series limited liability company with its principal place of business located at 250 Lafayette Street, 3rd Floor, New York, NY 10012, (the “Company”), Dalmore Group, LLC, a New York limited liability company with its principal place of business located at 525 Green Place, Woodmere, NY 11598 (the “Broker of Record”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).
SHARE PURCHASE AGREEMENT dated as of December 1, 2022 by and among REALPHA ASSET MANAGEMENT, INC., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITEDShare Purchase Agreement • December 5th, 2022 • ReAlpha Asset Management Inc • Real estate • New York
This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among REALPHA ASSET MANAGEMENT, INC., a corporation incorporated under the laws of the State of Delaware whose principal executive office is at 6515 Longshore Loop #100 Dublin, OH 43017 (the “Company”); GEM GLOBAL YIELD LLC SCS, a “société en commandite simple” formed under the laws of Luxembourg having LEI No. 213800CXBEHFXVLBZO92 having an address at 12C, rue Guillaume J. Kroll, L-1882 Luxembourg (the “Purchaser”); and GEM YIELD BAHAMAS LIMITED, a limited company formed under the laws of the Commonwealth of the Bahamas and having an address at 3 Bayside Executive Park, West Bay Street & Blake Road, P.O. Box N-4875, Nassau, The Bahamas (“GYBL,” and together with the Company and Purchaser, the “Parties”).
MANAGEMENT SERVICES AGREEMENTManagement Services Agreement • July 8th, 2024 • Nv Reit LLC • Real estate investment trusts • Delaware
This is an Agreement, entered into as of July 8, 2024, by and between NV REIT LLC, a Delaware limited liability company (the “Company”), and Neighborhood Management LLC, an Arizona limited liability company (the “Manager”).
Purchase and Sale AgreementPurchase and Sale Agreement • November 6th, 2019 • Mythic Collection, LLC • Retail-miscellaneous retail • California
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of July 29, 2019, by and among Mythic Markets, Inc., a Delaware corporation (“Seller”), and Mythic Collection, LLC, a Delaware series limited liability company, (the “Buyer”), with respect to the following:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2018 • DatChat, Inc. • Telegraph & other message communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2018, among DatChat, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”, which Purchasers include Spherix Incorporated, a Delaware corporation (“Spherix”)), and joining as parties solely with respect to ARTICLE V hereto, Spherix Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Spherix (“Merger Sub”), and Darin Myman (“Myman”). The Company, Spherix, Merger Sub and Myman, are sometimes referred to herein collectively as, the “Parties” and each, individually, as a “Party.” Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the Merger Agreement (as defined below).
