PRE-FUNDED COMMON STOCK PURCHASE WARRANT REALPHA TECH CORP.reAlpha Tech Corp. • November 16th, 2023 • Real estate • New York
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from reAlpha Tech Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s right to elect to
COMMON STOCK PURCHASE WARRANT realpha tech corp.Common Stock Purchase Warrant • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from reAlpha Tech Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s righ
REALPHA TECH CORP. and VStock Transfer LLC, as Warrant Agent Warrant Agency Agreement Dated as of ___________, 2023 WARRANT AGENCY AGREEMENTWarrant Agency Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
WARRANT AGENCY AGREEMENT, dated as of __________, 2023 (“Agreement”), by and between reAlpha Tech Corp., a Delaware corporation (the “Company”), and VStock Transfer LLC, a New York limited liability trust company (“VStock” or the “Warrant Agent”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of [ ] 2023, between reAlpha Tech Corp., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
INDEMNIFICATION AND ADVANCEMENT AGREEMENTIndemnification and Advancement Agreement • August 28th, 2023 • reAlpha Tech Corp. • Real estate • Delaware
This Indemnification and Advancement Agreement (“Agreement”) is made as of [•], 202[•] by and between reAlpha Tech Corp. a Delaware corporation (the “Company”), and [•] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements between the Company and Indemnitee covering indemnification and advancement of expenses.
Broker-Dealer AgreementBroker-Dealer Agreement • June 9th, 2021 • ReAlpha Asset Management Inc • Real estate
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between ReAlpha Asset Management Inc (“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 April 21, 2021 (the “Effective Date”):
COMMON STOCK PURCHASE WARRANT realpha tech corp.reAlpha Tech Corp. • November 16th, 2023 • Real estate • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, _____________ or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on _______, 20281 (the “Termination Date”) but not thereafter, to subscribe for and purchase from reAlpha Tech Corp., a Delaware corporation (the “Company”), up to ______ shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant shall initially be issued and maintained in the form of a security held in book-entry form and the Depository Trust Company or its nominee (“DTC”) shall initially be the sole registered holder of this Warrant, subject to a Holder’s righ
PLACEMENT AGENCY AGREEMENTPlacement Agency Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate • New York
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).
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”).
ENTORO SECURITIES, LLC – REG A - PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • July 5th, 2022 • ReAlpha Asset Management Inc • Real estate • Texas
LOAN AGREEMENTLoan Agreement • April 18th, 2023 • reAlpha Tech Corp. • Real estate
THIS LOAN AGREEMENT, dated as of [ ], 20[ ] (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CHURCHILL FUNDING I LLC, a Delaware limited liability company, having an address at 450 West 14th Street, New York, New York 10014 (“Lender”) and REALPHA ACQUISITIONS CHURCHILL, LLC, a Delaware limited liability company, having its principal place of business at c/o Manager, ReAlpha Asset Management, Inc., 6615 Longshore Loop, Suite 100, Dublin, Ohio 43017 (“Borrower”).
LOCK-UP AGREEMENTLock-Up Agreement • November 16th, 2023 • reAlpha Tech Corp. • Real estate
Re: Securities Purchase Agreement, dated as of [___], 2023 (the “Purchase Agreement”), between reAlpha Tech Corp. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
TRANSFER AGENT AND REGISTRAR AGREEMENTTransfer Agent and Registrar Agreement • June 9th, 2021 • ReAlpha Asset Management Inc • Real estate • New York
This Transfer Agent and Registrar Agreement (the “Agreement”), dated as of May 3, 2021, by and between ReAlpha Asset Management Inc., a corporation duly organized and existing under the laws of the State of Delaware (“Corporation”), and VStock Transfer, LLC, a California limited liability company (“Transfer Agent”), is for the purpose of performing the services described therein.
AMENDED AND RESTATED STOCK PURCHASE AGREEMENT among REALPHA TECH CORP. (as Buyer) and NAAMCHE, INC. PVT. LTD. (as Company) and RAMESH PATHAK, BARUN PANDEY AND SARAMSHA DOTEL (as Sellers) and RAMESH PATHAK (in his capacity as sellers’ representative)...Stock Purchase Agreement • February 8th, 2024 • reAlpha Tech Corp. • Real estate • New York
This Amended and Restated Stock Purchase Agreement (this “Agreement”) is entered into and made effective as of February 2, 2024 (the “Signing Date”), by and among reAlpha Tech Corp., a Delaware corporation with its principal place of business at 6515 Longshore Loop Dublin OH 43017 (the “Buyer”), Naamche, Inc. Pvt. Ltd., a corporation formed in the country of Nepal, with its principal place of business at Mahakavi Marg, Dillibazar, Kathmandu, Nepal (the “Company”), and Ramesh Pathak, Barun Pandey and Saramsha Dotel (each individually referred to herein as a “Seller,” and collectively, as the “Sellers”), as the selling shareholders of the Company, and Ramesh Pathak, in his capacity as the Sellers’ Representative (as defined below).
April 11, 2023reAlpha Tech Corp. • April 18th, 2023 • Real estate • Ohio
This offer letter (the “Offer”) reflects the merger of reAlpha Asset Management, Inc. and reAlpha Tech Corp on March 24, 2023 (the “Merger”), with reAlpha Tech Corp. (“Tech Corp.”) being the surviving entity. The Offer will confirm our agreement (the “Agreement”) with respect to your employment as the Chief Operating Officer of Tech Corp., having its principal place of business at 6515 Longshore Loop #100, Dublin, OH 43017. This Agreement will become effective when fully executed as reflected by the date shown on the signature page attached hereto (the “Effective Date”) and following all contingencies below being met.
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • September 7th, 2022 • ReAlpha Asset Management Inc • Real estate • Delaware
THIS SUBSCRIPTION AGREEMENT (this “Agreement” or this “Subscription”) is made and entered into as of _______. 20__, by and between the undersigned (the “Subscriber”) and ReAlpha Asset Management, Inc., a Delaware corporation (the “Company”), with reference to the facts set forth below.
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2024 • reAlpha Tech Corp. • Real estate • Ohio
This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of February 1, 2024 (the “Effective Date”) by and between Jorge Aldecoa (the “Employee”) and reAlpha Tech Corp., a Delaware corporation (the “Company”).
REALPHA TECH CORP 2022 EQUITY INCENTIVE PLAN RESTRICTED STOCK AWARD AGREEMENTRestricted Stock Award Agreement • August 8th, 2023 • reAlpha Tech Corp. • Real estate
This RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”) is made by and between ReAlpha Tech Corp, a Delaware corporation (the “Company”), and the undersigned (the “Participant”) as of the date indicated on the signature page hereto (the “Grant Date”).
MASTER SERVICES AGREEMENTMaster Services Agreement • June 9th, 2021 • ReAlpha Asset Management Inc • Real estate • Delaware
ReAlpha Asset Management, Inc. with offices located at 6515 Longshore Loop Suite 100 Dublin, OH 43017 (“AMI”) and ReAlpha Tech Corp. with its principal offices located at 6515 Longshore Loop Suite 100 Dublin, OH 43017 (“Manager”) (each a “Party” or in the aggregate “Parties”) hereby enter into this Master Services Agreement (“MSA”) effective 04/28/2021 (“Effective Date”).
TRI-PARTY ESCROW AGREEMENTTri-Party Escrow Agreement • September 7th, 2022 • ReAlpha Asset Management Inc • Real estate • Missouri
This ESCROW AGREEMENT (“Agreement”) is made and entered into as of July 19, 2022, by and among ReAlpha Asset Management, Inc, a Delaware Corporation (the “Company”), Entoro Securities, LLC a Delaware limited liability company (the “Managing Broker-Dealer”) and ENTERPRISE BANK & TRUST, a Missouri chartered trust company with banking powers (in its capacity as escrow holder, the “Escrow Agent”).
STOCK PURCHASE AGREEMENT by and between Roost Enterprises, Inc. dba Rhove (the “Company”), The Sellers (as defined herein) and reAlpha Tech Corp. (the “Buyer”) dated as of March 24, 2023Stock Purchase Agreement • March 27th, 2023 • reAlpha Tech Corp. • Real estate • Ohio
This Stock Purchase Agreement (this “Agreement”), dated as of March 24, 2023 (the “Effective Date”), is entered into by and among Roost Enterprises Inc. dba Rhove, a Delaware corporation (“Company”), those parties listed on Section 4.04 of the Disclosure Schedules (each a “Seller” and collectively, “Sellers”), and ReAlpha Tech Corp., a Delaware corporation (“Buyer”).
GUARANTY OF RECOURSE OBLIGATIONS, INTEREST AND COMPLETIONInterest and Completion • April 18th, 2023 • reAlpha Tech Corp. • Real estate
THIS GUARANTY OF RECOURSE OBLIGATIONS, INTEREST AND COMPLETION (“Guaranty”) is executed as of [ ], 20[ ], by ReAlpha Asset Management, Inc., an Ohio corporation, having an address at 6515 Longshore Loop, Suite 100, Dublin, Ohio 43017 (“Guarantor”), for the benefit of CHURCHILL FUNDING I LLC, a Delaware limited liability company, having an address at 450 West 14th Street, New York, New York 10014 (together with its successors and assigns, “Lender”).
GUARANTY OF RECOURSE OBLIGATIONSreAlpha Tech Corp. • April 18th, 2023 • Real estate
THIS GUARANTY OF RECOURSE OBLIGATIONS (“Guaranty”) is executed as of [ ], 20[ ], by Giri Sampath Iyengar Devanur, an individual, having an address at [ ] (“Guarantor”), for the benefit of CHURCHILL FUNDING I LLC, a Delaware limited liability company, having an address at 450 West 14th Street, New York, New York 10014 (together with its successors and assigns, “Lender”).
April 14, 2023reAlpha Tech Corp. • April 18th, 2023 • Real estate • Ohio
This offer letter (the “Offer”) reflects the merger of reAlpha Asset Management, Inc. and reAlpha Tech Corp on March 24, 2023 (the “Merger”), with reAlpha Tech Corp. (“Tech Corp.”) being the surviving entity. The Offer will confirm our agreement (the “Agreement”) with respect to your employment as the Chief Marketing Officer of Tech Corp., having its principal place of business at 6515 Longshore Loop #100, Dublin, OH 43017. This Agreement will become effective when fully executed as reflected by the date shown on the signature page attached hereto (the “Effective Date”) and following all contingencies below being met.
TECHNOLOGY LICENSE AGREEMENTTechnology License Agreement • June 9th, 2021 • ReAlpha Asset Management Inc • Real estate • Ohio
THIS TECHNOLOGY LICENSE AGREEMENT (the “Agreement”) is made and entered into this 25th day of April 2021, by and between ReAlpha Tech Corp., a Delaware corporation (“Licensor”), and ReAlpha Asset Management, Inc., a Delaware corporation (the “Company”).
REALPHA TECH CORP. RESTRICTED STOCK PURCHASE AGREEMENTRestricted Stock Purchase Agreement • March 27th, 2023 • reAlpha Tech Corp. • Real estate • California
This Agreement is made and entered into as of March 24, 2023 (the “Effective Date”) by and between reAlpha Tech Corp., a Delaware corporation (the “Company”), and Silicon Valley Bridge Bank, N.A. (“Purchaser”), in connection with the transactions contemplated by that certain Stock Purchase Agreement dated on or about the date hereof between the Company and Roost Enterprises Inc., a Delaware corporation d/b/a Rhove, as amended and in effect from time to time (the “Stock Purchase Agreement”).
RE: Letter of Intent for Proposed Acquisition of USG & Certain Other Group CompaniesreAlpha Tech Corp. • December 18th, 2023 • Real estate • Delaware
This letter of intent (this “Letter”) will confirm the agreement by and among reAlpha Tech Corp., a Delaware corporation (“reAlpha”), United Software Group and certain other group companies as set forth in this Letter (collectively, “USG” or “Target”) concerning the possible acquisition by reAlpha of Target. The terms of our agreement are set forth below. The possible acquisition is referred to herein as the “Transaction”. reAlpha and Target may be referred to herein individually as a “party” and collectively as the “parties”.
MEMBERSHIP INTEREST PURCHASE AGREEMENT by and between reAlpha Tech Corp. (the “Seller”), and turnit Holdings, LLC (the “Buyer”) dated as of December 31, 2022Membership Interest Purchase Agreement • May 23rd, 2023 • reAlpha Tech Corp. • Real estate • Ohio
This Membership Interest Purchase Agreement (this “Agreement”), dated as of December 31, 2022 (the “Effective Date”), is entered into between reAlpha Tech Corp, a Delaware corporation (“Seller”) and Turnit Holdings, LLC, an Ohio limited liability company (“Buyer”).
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENTEmployment Agreement • February 1st, 2024 • reAlpha Tech Corp. • Real estate • Ohio
This Amendment No. 1 to Employment Agreement (the “Amendment”) is made and entered into as of February 1, 2024 (the “Effective Date”) by and between Giri Devanur (the “Employee”) and reAlpha Tech Corp., a Delaware corporation (the “Company”).
REALPHA TECH CORP. Dublin, OH 43017Purchase Agreement • May 23rd, 2023 • reAlpha Tech Corp. • Real estate
Reference is made to that certain Membership Interest Purchase Agreement, dated as of December 31, 2022 (the “Purchase Agreement”), between Turnit Holdings, LLC, an Ohio limited liability company (“Buyer”) and reAlpha Tech Corp., a Delaware corporation (“Seller”), as amended by that certain Letter Agreement, dated as of March 11, 2023, by and between Buyer and Seller (the “First Amendment”), relating to Buyer’s purchase of all of the issued and outstanding membership interests of myAlphie, LLC following its conversion from a Delaware corporation to a Delaware limited liability company.
February 1, 2024reAlpha Tech Corp. • February 1st, 2024 • Real estate • Ohio
This offer letter will confirm our agreement (the “Agreement”) with respect to your employment as Chief Financial Officer of reAlpha Tech Corp. (“Tech Corp”), having its principal place of business at 6515 Longshore Loop #100, Dublin, OH 43017. This Agreement will become effective when fully executed as reflected by the date shown on the signature page attached hereto (the “Effective Date”).
MASTER FACILITY AGREEMENTMaster Facility Agreement • April 18th, 2023 • reAlpha Tech Corp. • Real estate
THIS MASTER FACILITY AGREEMENT, dated as of August 18, 2022 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between CHURCHILL FUNDING I LLC, a Delaware limited liability company, having an address at 450 West 14th Street, New York, New York 10014 (“Lender”) and REALPHA ACQUISITIONS CHURCHILL, LLC, a Delaware limited liability company, having its principal place of business at c/o Manager of ReAlpha Acquisitions Churchill, LLC, ReAlpha Asset Management, Inc., 6615 Longshore Loop, Suite 100, Dublin, Ohio 43017 (“Borrower”).
REALPHA TECH CORP. Dublin, OH 43017Purchase Agreement • May 23rd, 2023 • reAlpha Tech Corp. • Real estate
Reference is made to that certain Membership Interest Purchase Agreement, dated as of December 31, 2022 (the “Purchase Agreement”), between Turnit Holdings, LLC, an Ohio limited liability company (“Buyer”) and reAlpha Tech Corp., a Delaware corporation (“Seller”), relating to Buyer’s purchase of all of the issued and outstanding membership interests of myAlphie, LLC following its conversion from a Delaware corporation to a Delaware limited liability company.
LOCK-UP AGREEMENTLock-Up Agreement • November 21st, 2023 • reAlpha Tech Corp. • Real estate
Re: Securities Purchase Agreement, dated as of [___], 2023 (the “Purchase Agreement”), between reAlpha Tech Corp. (the “Company”) and the purchasers signatory thereto (each, a “Purchaser” and, collectively, the “Purchasers”)
