SECOND AMENDED AND RESTATED BROKER-DEALER AGREEMENTBroker-Dealer Agreement • April 29th, 2021 • Vault Holding 1, LLC • Real estate • Delaware
This Second Amended and Restated Broker-Dealer Agreement (this “Agreement”) is entered into by and among iCap Vault 1, LLC, a Delaware limited liability company (“iCap Vault 1”), Vault Holding 1, LLC, a Delaware limited liability company (“Vault Holding 1”), and Cobalt Capital, Inc., a Florida corporation (the “Broker-Dealer”), effective April , 2021 (the “Effective Date”), regarding the offering and sale (the “Offering”) by iCap Vault 1 of up to $500,000,000 of Senior Secured Demand Notes (the “Notes”) issued by iCap Vault 1, as guaranteed by Vault Holding 1, LLC (“Guarantee”; and together with Notes, collectively, referred to herein as the “Securities”) pursuant to that certain Registration Statement on Form S-11 (the “Registration Statement”) filed by iCap Vault 1 and Vault Holding 1 (collectively, the “Issuer”) with the Securities and Exchange Commission (“SEC”). Capitalized terms used herein and not otherwise defined herein shall have the same meaning as set forth in the Registrat
500,000,000 of Variable Denomination Floating Rate Demand Notes iCap Vault 1, LLC PLACEMENT AGENT AGREEMENTVault Holding 1, LLC • April 29th, 2021 • Real estate • Washington
iCap Vault Management, LLC, a Delaware limited liability company, is the Manager of iCap Vault 1, LLC, a Delaware limited liability company (the “Company”) engaged in business to acquire income-producing real estate properties and financial instruments related to real estate properties. The Manager, on behalf of the Company, proposes to offer and sell to qualified investors, upon the terms and subject to the conditions set forth in the Prospectus dated November 25, 2020, as amended (the “Prospectus”), variable denomination floating rate demand notes (“Notes”) of the Company, with a minimum investment of $25.00 per purchaser. The offering is for a maximum of $500,000,000 in Notes.
Form of Subscription Agreement SUBSCRIPTION AGREEMENTSubscription Agreement • April 29th, 2021 • Vault Holding 1, LLC • Real estate • Delaware
SUBSCRIPTION AGREEMENT (the “Agreement”), dated as of ____________, 20__, by and among iCap Vault 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Company”), Vault Holding 1, LLC, a limited liability company, with principal executive offices located at 3535 Factoria Blvd. SE, Suite 500, Bellevue, Washington 98006 (the “Guarantor”), and the buyer identified on the signature page hereto (“Buyer”).
ADMINISTRATIVE SERVICES AGREEMENT Dated as of April __, 2021Administrative Services Agreement • April 29th, 2021 • Vault Holding 1, LLC • Real estate • Delaware
This Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between iCap Vault Management, LLC, a Delaware limited liability company (the “Manager”) and iCap Vault 1, LLC, a Delaware limited liability company (the “Issuer”). Each party hereto may be referred to herein individually as a “Party” and the parties may be referred to collectively as the “Parties.”
