TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC. ADVISORY AGREEMENTAdvisory Agreement • November 12th, 2019 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • Florida
This AGREEMENT is made and entered into this ___ day of _____________, 2018, by and between Tuscan Gardens Senior Living Communities, Inc., a Florida corporation (“Company”), and Tuscan Gardens Advisors, LLC, a Florida limited liability company (“Advisor”), herein referred to individually as the “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • December 19th, 2018 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • Florida
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
SHAREHOLDERS’ AGREEMENTShareholders’ Agreement • December 19th, 2018 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • Florida
This Shareholders’ Agreement (this “Agreement”) is made as of [FILL IN], 2018, by and among Tuscan Gardens Senior Living Communities, Inc., a Florida corporation (the “Company”), the entities that have purchased shares of the Company’s Voting Common Shares, par value $1.00 per share (the “Common Shares”) and have delivered a counterpart signature page hereto (the “Common Shareholder”) and the natural persons that have purchased a share of Class A Non-Voting Preferred Shares and have delivered a counterpart signature page hereto (“Preferred Shareholder”) and, together with the Common Shareholder, the “Shareholder”).
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC. ASSET MANAGMENT AGREEMENTAsset Management Agreement • February 11th, 2019 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • Florida
between Tuscan Gardens Senior Living Communities, Inc., a Florida corporation (“Company”), and Tuscan Gardens Senior Living Communities Asset Manager, LLC, a Florida limited liability company (“Asset Manager”), herein referred to individually as the “Party” and collectively as the “Parties.”
SUBSCRIPTION AGREEMENTSubscription Agreement • November 18th, 2019 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • Florida
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC. ASSET MANAGMENT AGREEMENTManagement Agreement • November 18th, 2019 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • Florida
between Tuscan Gardens Senior Living Communities, Inc., a Florida corporation (“Company”), and Tuscan Gardens Senior Living Communities Asset Manager, LLC, a Florida limited liability company (“Asset Manager”), herein referred to individually as the “Party” and collectively as the “Parties.”
between TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC. and SUTTER SECURITIES CLEARING, LLC OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENTEscrow Agreement • November 18th, 2019 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • California
This Offering Deposit Account Agency Agreement (this “Agreement”) dated as of August 1, 2019, by and among Tuscan Gardens Senior Living Communities, Inc. (the “Company”), having an address at 189 S. Orange Ave, Suite 1650, Orlando, FL 32801and Sutter Securities Clearing, LLC, serving as the representative of the underwriters (the “Underwriter”), having an address at 6 Venture, Suite 265, Irvine, CA 92618 USA, and Sutter Securities Clearing, LLC, serving as deposit account agent (the “Deposit Account Agent”), a broker-dealer registered with the Securities and Exchange Commission (“SEC”), having an office at 6 Venture, Suite 265, Irvine, CA 92618 USA. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offering Circular filed with the United States SEC dated October __, 2019, under File Number 024-10945, including all attachments, schedules and exhibits thereto, as amended from time to time (the “Offering Circular”).
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC. Tuscan Senior Living Communities, Inc. Orlando, Florida 32801Dealer Agreement • November 18th, 2019 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • California
Tuscan Senior Living Communities, Inc., a Florida corporation (the “Company”), is offering for sale up to $50,000,000 (the “Maximum Offering Amount”) of Class A Non-Voting Preferred Shares (each a “Security,” and collectively, the “Securities”) for a public offering price of $1,000.00 per Security (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Tier II of Regulation A (“Regulation A+”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint Sutter Securities Clearing, LLC, a California limited liability company (“Sutter”), as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreemen
TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC.Broker Dealer Agreement • September 6th, 2019 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • California
Tuscan Senior Living Communities, Inc., a Florida corporation (the “Company”), is offering for sale up to $50,000,000 (the “Maximum Offering Amount”) of Series A Preferred Shares (each a “Security,” and collectively, the “Securities”) for a public offering price of $1,000.00 per Security (the “Offering”), pursuant to an exemption from registration pursuant to: (i) Tier II of Regulation A (“Regulation A+”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”); and (ii) applicable blue sky exemptions. The Company desires to appoint Sutter Securities Clearing, LLC, a California limited liability company (“Sutter”), as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “A
SUBSCRIPTION AGREEMENTSubscription Agreement • March 10th, 2021 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • Florida
THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. THIS INVESTMENT IS SUITABLE ONLY FOR PERSONS WHO CAN BEAR THE ECONOMIC RISK FOR AN INDEFINITE PERIOD OF TIME AND WHO CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. FURTHERMORE, INVESTORS MUST UNDERSTAND THAT SUCH INVESTMENT IS ILLIQUID AND IS EXPECTED TO CONTINUE TO BE ILLIQUID FOR AN INDEFINITE PERIOD OF TIME. NO PUBLIC MARKET EXISTS FOR THE SECURITIES, AND NO PUBLIC MARKET IS EXPECTED TO DEVELOP FOLLOWING THIS OFFERING.
AGREEMENT AND PLAN OF MERGERAgreement and Plan of Merger • March 26th, 2021 • Tuscan Gardens Senior Living Communities, Inc. • Real estate • Florida
THIS AGREEMENT AND PLAN OF MERGER (the “Agreement”) is made and entered into effective as of the 31st day of December, 2020, by and between TUSCAN GARDENS INTERMEDIATE FUND, INC., a Florida corporation with principal offices at 99 S. New York Avenue, Winter Park, FL 32789 (the “Fund”) and TUSCAN GARDENS SENIOR LIVING COMMUNITIES, INC., a Florida corporation with principal offices at 99 S. New York Avenue, Winter Park, FL 32789 (the “Company”). The Fund and Company are hereinafter individually a “Party” and collectively the “Parties”.
