Central RoRo, LLC Sample Contracts
AMENDED AND RESTATED OPERATING AGREEMENT OF CENTRAL RORO, LLC a Delaware limited liability company June 11, 2024Operating Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels
THIS AMENDED AND RESTATED OPERATING AGREEMENT (the “Agreement”), effective June 11, 2024 (the “Effective Date”), is made and entered into by and among those Persons (i) executing this Agreement or joinder thereof, (ii) who are accepted by Central RoRo Manager, LLC as the Company’s manager (the “Manager”), and (iii) who, by their signatures hereto, represent and agree to all of the terms and conditions set forth herein (each a “Member,” and collectively, the “Members”). This Agreement sets forth the rights, duties, obligations, and responsibilities of the Members and the Manager with respect to the Company. The Members and the Manager, hereby agree as follows:
BROKER-DEALER OFFERING AGREEMENTBroker-Dealer Offering Agreement • November 12th, 2025 • Central RoRo, LLC • Hotels & motels • New York
This Offering Agreement (the “Agreement”) is effective as of the date executed below (the “Effective Date”) by and among, Central RoRo, LLC (“Issuer”) with its principal place of business located at 829 N 1st Ave #201, Phoenix, Arizona 85003, United States, and OpenDeal Broker LLC d/b/a the Capital R (“ODB”) (CRD# 291387), a Delaware limited liability company, with a principal place of business located at 149 5th Ave, 10th Floor, New York, NY 10010. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”. Words used in the singular shall include the plural, and words used in the plural shall include the singular, as the context requires.
OPTION AGREEMENT AND LICENSE AGREEMENT THIS LICENSE AGREEMENT (this "Agreemenf') dated January 15 . 2020 , and effective as of December 27 , 2019 (the "Effective Date"), is entered into by Break . out 1976 , LLC having its place of business at 214 E...Option Agreement and License Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels
ASSIGNMENT AND ASSUMPTION OF Real Estate Sale AgreementAssignment and Assumption of Real Estate Sale Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels
This ASSIGNMENT AND ASSUMPTION OF Real Estate Sale Agreement (this “Assignment”) is made and entered into this 27th day of November 2023 by and between JMJT ROOSEVELT 2 LLC, an Arizona limited liability company (“Assignor”), and MAIN & MAIN RoRo PROPERTY OWNER, LLC, a Delaware limited liability company (“Assignee”).
TRI-PARTY ESCROW AGREEMENTTri-Party Escrow Agreement • November 12th, 2025 • Central RoRo, LLC • Hotels & motels • Missouri
This ESCROW AGREEMENT (“Agreement”) is made and entered into as of October 16, 2025, by and among CENTRAL RORO, LLC, a Delaware limited liability company (the “Company”), DealMaker 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”).
Castle Placement, LLC New York, New York 10036Engagement Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels • Arizona
This agreement (the “Agreement”) is made and entered into by and between Company and Castle Placement, LLC (“Castle”). Company hereby engages Castle as an independent contractor to solicit a Transaction. “Transactions” shall be defined as: a proposed offering and sale of Investments (as defined below).
EXPANATORY NOTEForm 1-a Offering Statement Amendment • December 9th, 2025 • Central RoRo, LLC • Hotels & motels
We are filing this pre-qualification amendment to our Form 1-A offering statement solely to provide Exhibit 12.1, the opinion of counsel dated December 9, 2025. No other changes have been made to the Form 1-A, and there are no revisions to the Offering Circular or any other part of the filing.
TO OPTION AGREEMENT AND LICENSE AGREEEMENTOption Agreement and License Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels
This Amendment No. 2 to the Agreement entered into effective as of September 30, 2020, when fully executed together with mutual premises, covenants and consideration, the sufficiency of which is hereby acknowledged, shall constitute the further understanding and amendments between the parties with regard to the Agreement. Capitalized terms used and not otherwise defined in this Amendment No. 2 (“Amendment No. 2”) shall have the meanings ascribed to them in the Agreement.
THIRD AMENDED AND RESTATED OPERATING AGREEMENT OF MAIN & MAIN RORO PROPERTY OWNER, LLCOperating Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels • Delaware
This Third Amended and Restated Limited Liability Company Agreement (the “Agreement”) of Main & Main RoRo Property Owner, LLC, a Delaware limited liability company (the “Company”) is executed on August 5, 2025, by and among the Members. Any capitalized term used herein without definition will have the meaning set forth in the Schedule of Defined Terms attached hereto as Schedule I.
LEASE AGREEMENTLease Agreement • September 29th, 2025 • Central RoRo, LLC • Hotels & motels
THIS LEASE AGREEMENT (“Lease”) is made this 8 day of December 2023, by and between MAIN & MAIN RORO PROPERTY OWNER, LLC, a Delaware limited liability company (the “Landlord”) and AUDACY ARIZONA, LLC, a Delaware limited liability company (the “Tenant”). Landlord and Tenant, covenant and agree as follows:
BUSINESS LOAN AGREEMENTBusiness Loan Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels • Arizona
THIS BUSINESS LOAN AGREEMENT dated December 7, 2023, is made and executed between Main & Main RoRo Property Owner, LLC (“Borrower”) and Commerce Bank of Arizona (“Lender”) on the following terms and conditions. Borrower has received prior commercial loans from Lender or has applied to Lender for a commercial loan or loans or other financial accommodations, including those which may be described on any exhibit or schedule attached to this Agreement. Borrower understands and agrees that: (A) in granting, renewing, or extending any Loan, Lender is relying upon Borrower’s representations, warranties, and agreements as set forth in this Agreement; (B) the granting, renewing, or extending of any Loan by Lender at all times shall be subject to Lender’s sole judgment and discretion; and (C) all such Loans shall be and remain subject to the terms and conditions of this Agreement.
AMENDMENT NO. 1 TO OPTION AGREEMENT AND LICENSE AGREEMENTOption Agreement and License Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels
This Amendment No. 1 to Option Agreement and License Agreement (“Amendment”), effective as of September 30, 2020 (“Amendment Effective Date”), is made by and between Breakout 1976, LLC having its place of business at 214 East Roosevelt Street, Phoenix, Arizona 85004 (“Licensee”) and Atari Interactive, Inc., having its place of business at 286 Madison Avenue, 8th Floor, New York, New York 10017 (“Atari”). Atari and Licensee may be referred herein collectively as the “Parties” and individually as a “Party.”
TO OPTION AGREEMENT AND LICENSE AGREEEMENTOption Agreement and License Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels
This is Amendment No. 4 (“Amendment No. 4”) to the Option Agreement and License Agreement dated as of December 27, 2019 (as previously amended) (the “License Agreement”), by and between Atari Interactive, Inc., a Delaware corporation, with a principal place of business at 286 Madison Avenue, New York, NY, 10017 (“Atari”), and Breakout 1976, LLC (“Breakout” or “Licensee”) is entered into to be effective as of May 29, 2024.
Broker-Dealer Mutual Referral AgreementBroker-Dealer Mutual Referral Agreement • November 12th, 2025 • Central RoRo, LLC • Hotels & motels
This Referral Agreement ("Agreement") is made and entered into this October 27, 2025 by and between DealMaker Securities LLC, a Limited Liability Company (“DMS”), and OpenDeal Broker LLC, a New York State limited liability company (“Counterparty”). Both DMS and Counterparty (each, a “Broker-Dealer” and together, the “Broker-Dealers”) are members in good standing of the Financial Industry Regulatory Authority (“FINRA”) and both are registered as broker or dealer under the Securities Exchange Act of 1934 as of this date and throughout the duration of this Agreement. DMS and Counterparty shall each be a “Party” to this Agreement and collectively the “Parties” hereunder.
MEMORANDUM OF UNDERSTANDINGMemorandum of Understanding • December 1st, 2025 • Central RoRo, LLC • Hotels & motels
This Memorandum of Understanding (“MOU”) is made between Intel (“Intel”) and the company or organization named below (“Atari Hotels”) and replaces the parties’ MOU signed by Atari Hotels on February 10, 2022.
AGREEMENT OF PURCHASE AND SALEPurchase and Sale Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels • Arizona
THIS LEASE AGREEMENT (“Lease”) is made this __ day of ______ 2023, by and between __________________, a Delaware limited liability company (the “Landlord”) and Audacy Arizona, LLC, a Delaware limited liability company (the “Tenant”). Landlord and Tenant, covenant and agree as follows:
FIRST AMENDED AND RESTATED BROKER-DEALER OFFERING AGREEMENTBroker-Dealer Offering Agreement • December 1st, 2025 • Central RoRo, LLC • Hotels & motels • New York
This First Amended and Restated Offering Agreement (this “Agreement”) is entered into and effective as of the date of the last signature below (the “Effective Date”), by and between Central RoRo, LLC (“Issuer”), with its principal place of business at 829 N 1st Ave #201, Phoenix, Arizona 85003, and OpenDeal Broker LLC d/b/a The Capital R (“ODB”) (CRD# 291387), a Delaware limited liability company, with its principal place of business at 149 5th Ave, 10th Floor, New York, NY 10010 (each, a “Party,” and collectively, the “Parties”). This Agreement amends, restates, and supersedes in its entirety that certain Offering Agreement between the Parties dated October 10, 2025 (the “Original Agreement”), for the purpose of clarifying certain regulatory terms in the “Cash and Securities Commission” section of Schedule A thereto, including the treatment of any transfers of securities commissions in accordance with FINRA Rule 5110(e). As of the Effective Date, the Original Agreement shall be of no
TO OPTION AGREEMENT AND LICENSE AGREEMENTOption Agreement and License Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels
This Amendment No. 3 to the Agreement entered into effective as of December 15, 2022, when fully executed together with mutual premises, covenants and consideration, the sufficiency of which is hereby acknowledged, shall constitute the further understanding and amendments between the parties with regard to the Agreement.
ASSIGNMENT AGREEMENTAssignment Agreement • September 4th, 2025 • Central RoRo, LLC • Hotels & motels • Arizona
This ASSIGNMENT AND ASSUMPTION AGREEMENT (this “Agreement”) is made and entered into as of February 14, 2025 (the “Effective Date”), by and between Breakout 1976 LLC, a Delaware limited liability company (“Assignor”), and AH Endeavors LLC, an Arizona limited liability company (“Assignee”). Assignor and Assignee are each referred to herein as a “Party” and collectively as the “Parties.”