FORM OF SERIES OPERATING AGREEMENT OF LANDA APP LLC – ____________________ LLCSeries Operating Agreement • September 28th, 2022 • Landa App LLC • Real estate • Delaware
THIS SERIES OPERATING AGREEMENT (this “Agreement”) of LANDA APP LLC - ____________________ LLC, dated as of ____________________, by and between LANDA APP LLC - ____________________ LLC, a registered Delaware series of Landa App LLC (the “Series”), Landa App LLC, a Delaware limited liability company (the “Company”), Landa Holdings, Inc., a Delaware corporation (the “Manager”) and the members of the Series, each listed on Schedule A attached hereto (the “Members,” and together with the Series, the Company and the Manager the “Parties”) Capitalized terms used herein and not otherwise defined are used as defined in the Limited Liability Company Agreement of the Company, dated as of September 14, 2020 (as may be amended from time to time, the “Master Agreement”).
WARRANT TO PURCHASE SHARES OF SERIES S PREFERREDKnightscope, Inc. • July 29th, 2019 • 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”).
Standard Form of Series Designation of Series #TICKER, a series of RSE Innovation, LLCRSE Innovation, LLC • September 19th, 2023 • Retail-retail stores, nec
In accordance with the Second Amended and Restated Limited Liability Company Agreement of RSE Innovation, LLC (the “Company”) dated December 28, 2022 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Innovation Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Innovation, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.
Standard Form of Series Designation of Series #TICKER, a series of RSE Archive, LLCRSE Archive, LLC • September 29th, 2023 • Retail-retail stores, nec
In accordance with the Third Amended and Restated Limited Liability Company Agreement of RSE Archive, LLC (the “Company”) dated December 28, 2022 (the “Agreement”) and upon the execution of this Exhibit 3.Exhibit Number by the Company and RSE Archive Manager, LLC in its capacity as Managing Member of the Company and Initial Member of Series #TICKER, a series of RSE Archive, LLC (“Series #TICKER”), this exhibit shall be attached to, and deemed incorporated in its entirety into, the Agreement as “Exhibit 3.Exhibit Number”.
RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • January 22nd, 2021 • IdentifySensors Biologics Corp. • Services-health services • Ohio
THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is effective as of _____________ __, ____, by and between IDENTIFYSENSORS BIOLOGICS CORP., a Delaware corporation (the “Company”), and ___________ (“Awardee”).
SELLING AGENT AGREEMENTSelling Agent Agreement • March 30th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • California
This letter (this “Agreement”) constitutes the agreement between Hightimes Holding Corp., a Delaware corporation (the “Company”) and NMS Capital Advisors, LLC. (“NMS Capital” or the “Selling Agent”) pursuant to which NMS Capital shall serve as the managing selling agent for the Company, on a “best efforts” basis, in connection with the proposed offer and placement (the “Offering”) by the Company of its Securities (as defined Section 3 of this Agreement). The Company expressly acknowledges and agrees that NMS Capital’s obligations hereunder are on a “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by NMS Capital to purchase or sell any shares of Class A Common Stock of the Company (the “Securities”) and does not ensure the successful placement of the Securities or any portion thereof or the success of NMS Capital placing the Securities.
VOTING AGREEMENTAdoption Agreement • September 27th, 2022 • Facible BioDiagnostics, Inc. • Services-medical laboratories • Delaware
THIS VOTING AGREEMENT (this “Agreement”) is made and entered into as of [_____], 2022, by and among Facible BioDiagnostics, Inc., a Delaware corporation (the “Company”), each holder of the Series A-1 Preferred Stock, $0.001 par value per share, of the Company (“Series A-1 Preferred Stock”), Series A-2 Preferred Stock, $0.001 par value per share, of the Company (“Series A-2 Preferred Stock”), and Series A-3 Preferred Stock, $0.001 par value per share, of the Company (“Series A-3 Preferred Stock” and together with the Series A-1 Preferred Stock and Series A-2 Preferred Stock, the “Preferred Stock”), listed on Schedule A (together with any subsequent investors, or transferees, who become parties hereto as “Investors” pursuant to Sections 7.1(a) or 7.2 below, the “Investors”), and those certain stockholders who each hold Class B Common Stock, $0.001 par value per share, of the Company (“Class B Common Stock”) and an equivalent amount of Class A Common Stock, $0.001 par value per share, of
AMENDMENT No. 1 TO THE LOCK-UP AND RESALE RESTRICTION AGREEMENTAnd Resale Restriction Agreement • August 27th, 2019 • Smart Decision, Inc. • Services-prepackaged software
This Amendment No. 1 to the Lock-Up and Resale Restriction Agreement (this “Amendment”), dated effective February 28, 2019, is by and between Smart Decision, Inc., a Wyoming corporation (the “Company”), on the one hand, and GPL Ventures, LLC (the “Holder”), on the other hand. The Company and the Holder will be referred to individually as a “Party” and collectively as the “Parties.” Any capitalized terms not defined in this Amendment will have the meaning set forth in the Lock-Up and Resale Restriction Agreement dated February 28, 2019 between the Company and the Holder (the “Agreement”), attached hereto as Exhibit A.
DISTRIBUTION ASSIGNMENT AND WARRANT PURCHASE AGREEMENTDistribution Assignment and Warrant Purchase Agreement • July 29th, 2019 • Knightscope, Inc. • Communications equipment, nec • California
This Distribution Assignment and Warrant Purchase Agreement dated as of July 22, 2019 (this “Agreement”), is entered into by and between Proud Productions LLC, a New Jersey limited liability company (“Proud”), and Knightscope, Inc., a Delaware corporation (”Knightscope”).
MERGER AGREEMENT by and among HIGHTIMES HOLDING CORP., as Hightimes BIG PUBLICATIONS, LLC, as BIG GUSTAVO GONZALEZ as Member and BIG MERGER SUB, LLC, as BIG Merger Sub Dated as of November 26, 2018Merger Agreement • December 14th, 2018 • Hightimes Holding Corp. • Periodicals: publishing or publishing & printing • Florida
This Merger Agreement (this “Agreement”) is made and entered into as of November 26, 2018, by and among (i) Hightimes Holding Corp., a Delaware corporation (“Hightimes”), (ii) Big Publications, LLC, a Florida limited liability company (“BIG”), (iii) BIG Merger Sub, LLC, a Florida limited liability company and a newly-formed wholly-owned subsidiary of Hightimes (“BIG Merger Sub”), and (iv) Gustavo Gonzalez (“Gonzalez” or the “Member”). Hightimes and BIG Merger Sub are sometimes collectively referred to herein as the “Hightimes Parties.” Individually, the Hightimes Parties, BIG, Gonzalez and BIG Merger Sub are hereinafter sometimes referred to as a “Party,” and collectively, as the “Parties.”
SHAREHOLDER SUBSCRIPTION RIGHTS AGREEMENTShareholder Subscription Rights Agreement • June 30th, 2017 • Chino Commercial Bancorp • National commercial banks
The undersigned, having received and read your offering circular dated June 21, 2017 (the “Offering Circular”), understand that as shareholders of Chino Commercial Bancorp (the “Company”) owning at least four shares of the Company’s common stock as of June 16, 2017, they are being given subscription rights entitling them to subscribe for up to the number of shares of the Company’s common stock shown above, at a subscription price of $15.00 per share. Persons exercising these subscription rights will also receive bonus shares equal to five percent (5%) of the number of shares purchased pursuant to such rights, for no additional consideration. The subscription rights are not transferable. The undersigned further understand that they are also being given an over-subscription privilege allowing them to subscribe for additional shares offered on the same basis (i.e., with the bonus shares attached), subject to acceptance or rejection in our sole discretion. Unlike the subscription rights, t
ContractStock Purchase Warrant • September 23rd, 2020 • Hylete, Inc. • Apparel & other finishd prods of fabrics & similar matl • Utah
THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR APPLICABLE STATE SECURITIES LAWS AND MAY NOT BE TRANSFERRED OR OTHERWISE DISPOSED OF UNLESS THEY HAVE BEEN REGISTERED UNDER THE ACT AND SUCH LAWS OR (1) REGISTRATION UNDER APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED, AND (2) AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY IS FURNISHED TO THE COMPANY TO THE EFFECT THAT REGISTRATION UNDER THE ACT IS NOT REQUIRED. TRANSFER OF THIS WARRANT AND THE SECURITIES ISSUABLE HEREUNDER ARE ALSO SUBJECT TO ADDITIONAL TRANSFER RESTRICTIONS SET FORTH HEREIN.
ContractRoyaltyTraders LLC • September 28th, 2022 • Services-computer processing & data preparation • Delaware
THIS INSTRUMENT AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR UPON RECEIPT BY THE COMPANY OF AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.
SERIES DESIGNATION OF LANDA APP 2 LLC – [ ], A SERIES OF LANDA APP 2 LLCLanda App 2 LLC • September 27th, 2022 • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 2 LLC, a Delaware series limited liability company (the “Company”)(the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series [ ] Designation”.
ContractGatsby Digital, Inc. • September 27th, 2021 • Security & commodity brokers, dealers, exchanges & services • Delaware
THIS NOTE AND THE SECURITIES ISSUABLE UPON THE CONVERSION HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR UNDER THE SECURITIES LAWS OF ANY STATES IN THE UNITED STATES. THESE SECURITIES ARE SUBJECT TO RESTRICTIONS ON TRANSFERABILITY AND RESALE AND MAY NOT BE TRANSFERRED OR RESOLD EXCEPT AS PERMITTED UNDER THE ACT AND THE APPLICABLE STATE SECURITIES LAWS, PURSUANT TO REGISTRATION OR EXEMPTION THEREFROM. THE ISSUER OF THESE SECURITIES MAY REQUIRE AN OPINION OF COUNSEL IN FORM AND SUBSTANCE SATISFACTORY TO THE ISSUER TO THE EFFECT THAT ANY PROPOSED TRANSFER OR RESALE IS IN COMPLIANCE WITH THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.
SERIES DESIGNATION OF LANDA APP 3 LLC – [ ], A SERIES OF LANDA APP 3 LLCLanda App 3 LLC • September 27th, 2022 • Real estate
In accordance with the Amended and Restated Limited Liability Company Agreement of Landa App 3 LLC, a Delaware series limited liability company (the “Company”), dated January 7, 2022 (the “Agreement”), and upon the completion of this Series Designation by the Company and Landa Holdings, Inc. in its capacity as manager of the Company and of the Series, this Series Designation shall be attached to, and deemed incorporated in its entirety into, the Agreement as the “Landa Series [ ] Designation”.
SERIES A PREFERRED UNIT CANCELLATION AGREEMENTPreferred Unit Cancellation Agreement • October 11th, 2022 • UC Asset LP • Investors, nec • Delaware
In consideration of the premises, the mutual covenants and conditions contained herein, between the Company and the Holder, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, with the intent to be legally bound, agree as follows.
