Broker-Dealer AgreementBroker-Dealer Agreement • January 6th, 2023 • Exceed Talent Capital Holdings LLC
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Exceed Talent Capital Holdings LLC (“Client”), a Delaware Company, 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 24, 2022 (the “Effective Date”):
LIMITED LIABILITY COMPANY AGREEMENT OF EXCEED TALENT CAPITAL HOLDINGS LLC LIMITED LIABILITY COMPANY AGREEMENT OF EXCEED TALENT CAPITAL HOLDINGS LLCLimited Liability Company Agreement • January 6th, 2023 • Exceed Talent Capital Holdings LLC • Delaware
This LIMITED LIABILITY COMPANY AGREEMENT OF EXCEED TALENT CAPITAL HOLDINGS LLC (this “Agreement”) is dated as of December 7, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in Section 1.01.
ESCROW AGREEMENTEscrow Agreement • January 6th, 2023 • Exceed Talent Capital Holdings LLC • Utah
This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:
SUBSCRIPTION AGREEMENTSubscription Agreement • February 13th, 2023 • Exceed Talent Capital Holdings LLC • Services-amusement & recreation services • Delaware
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.
TALENT RELATED INCOME AGREEMENTTalent Related Income Agreement • February 13th, 2023 • Exceed Talent Capital Holdings LLC • Services-amusement & recreation services
This Talent Related Income Agreement (the “Agreement”) is made and entered into on [DATE] (the “Effective Date”) by and between Exceed Talent Capital LLC, a series limited liability company incorporated under Section 18-215 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) with Delaware State File Number 7096152, and with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958 (the “Manager”); and [Series Name], a series designated by Exceed Talent Capital Holdings LLC, a series limited liability company incorporated under the Delaware LLC Act with Delaware State File Number 6913324, and with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958 (the “Series” and the “Company” respectively). Each of the Manager, Company and the Series is referred hereto as a “Party” and collectively the “Parties”.
TALENT RIGHTS PURCHASE AGREEMENTTalent Rights Purchase Agreement • March 30th, 2023 • Exceed Talent Capital Holdings LLC • Services-amusement & recreation services • New York
This (this “Agreement”) is entered into as [date] (the “Effective Date”) by and between Exceed Talent Capital LLC, a Delaware Limited Liability Company (“ETC”), on the one hand, and [Owner] with registered offices at [address] at (the “Owner”), on the other hand, in connection with all versions of the sound recording embodying the performance of the musical composition[s] (notes and lyrics) currently entitled [Song Name or Album Name] (the “Recording[s]”) performed by [ArtistName] (“Artist”) [delete as applicable: and featuring [Guest Artist] (“Guest Artist”)] and being distributed throughout the Universe exclusively by [Distributor] (the “Distributor”). ETC and Owner are collectively referred to herein as the “Parties” and at times each is individually referred to herein as a “Party”. For good and valuable consideration, the receipt, adequacy, and legal sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:
Talent Related Asset Assignment AgreementTalent Related Asset Assignment Agreement • March 30th, 2023 • Exceed Talent Capital Holdings LLC • Services-amusement & recreation services
This Talent Related Asset Assignment Agreement (this “Agreement”) is made and entered into on [l] (the “Effective Date”) by and between Exceed Talent Capital LLC, a series limited liability company incorporated under Section 18-215 of the Delaware Limited Liability Company Act (the “Delaware LLC Act”) with Delaware State File Number 7096152, and with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958 (the “Manager”), of the first part; and Series [l], a series designated by Exceed Talent Capital Holdings LLC, a series limited liability company incorporated under the Delaware LLC Act with Delaware State File Number 6913324, and with its registered office at 16192 Coastal Highway, Lewes, Delaware 19958 (the “Series” and the “Company” respectively), of the second part. Each of the Manager, Company and the Series is referred hereto as a “Party” and collectively the “Parties”.
Series Name], a Series of Exceed Talent Capital Holdings LLCExceed Talent Capital Holdings LLC • January 6th, 2023
Capitalized terms used but not defined herein have the meanings assigned to such terms in the Limited Liability Company Agreement of Exceed Talent Capital Holdings LLC, as amended from time to time, and as in effect as of the effective date set forth below (the “Operating Agreement”). References to Sections and Articles set forth herein are references to Sections and Articles of the Operating Agreement.
FIRST AMENDMENT TO THE LIMITED LIABILITY COMPANY AGREEMENT OF EXCEED TALENT CAPITAL HOLDINGS, LLCLimited Liability Company Agreement • March 30th, 2023 • Exceed Talent Capital Holdings LLC • Services-amusement & recreation services
THIS FIRST AMENDMENT (this “Amendment”) to the Limited Liability Company Agreement of Exceed Talent Capital Holdings LLC, a Delaware series limited liability company (the “Company”), dated as of December 7, 2022 (the “Operating Agreement”), is made and effective as of March 22, 2023, by and among Exceed Talent Capital LLC (the “Managing Member”) and the Company. Capitalized terms used in this Amendment without definition shall have the meanings assigned to them in the Operating Agreement.
