Indemnification AgreementIndemnification Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware
THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of December __, 2020 between Feel the World, Inc., a Delaware corporation (the “Company”), and [Name] (“Indemnitee”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 22nd, 2022 • Elevate.Money REIT I, Inc. • Real estate investment trusts • Maryland
THIS INDEMNIFICATION AGREEMENT (“Agreement”) is made and entered into as of ______, 20__, by and between Elevate.Money REIT I, Inc., a Maryland corporation (the “Company”); and __________________ (each, an “Indemnitee”).
FORM OF SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS [ ], LLC December 31, 2023Limited Liability Company Operating Agreement • January 4th, 2024 • Masterworks 057, LLC • Retail-retail stores, nec • Delaware
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks [ ], LLC, a Delaware limited liability company (the “Company”), is dated as of December 31, 2023, and is entered into by the Members (as defined herein) and the Board of Managers of the Company.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 16th, 2018 • YayYo, Inc. • Services-computer processing & data preparation • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2018, is by and among YayYo, Inc., a Delaware corporation with offices located at 433 North Camden Drive, Suite 600, Beverly Hills, California 90210 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
AMENDED AND RESTATED ESCROW AGREEMENT FOR SECURITIES OFFERINGEscrow Agreement • October 5th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • Delaware
THIS AMENDED AND RESTATED ESCROW AGREEMENT, effective as of October 5, 2020, (“Escrow Agreement”), is by, between and among North Capital Private Securities Corporation, a Delaware Corporation and a registered Broker-Dealer, member FINRA and SIPC, located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047 as escrow agent hereunder (“NCPS” or “Escrow Agent”); Dalmore Group, LLC (“Broker”), a New York limited liability company located at 525 Green Place, Woodmere, NY 11598; and Series Gallery Drop 025, a Series of Otis Gallery LLC, a Delaware series limited liability company (“Issuer”) located at 335 Madison Ave, 16th Floor, New York, NY 10017.
FORM OF SECOND AMENDED AND RESTATED ADMINISTRATIVE SERVICES AGREEMENT Dated as of December 31, 2023Administrative Services Agreement • January 4th, 2024 • Masterworks 007, LLC • Retail-retail stores, nec • New York
This Second Amended and Restated Administrative Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks [ ], LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [ ] segregated portfolio (the “Portfolio”), and amends and restates in its entirety the Administrative Services Agreement (the “Original Agreement”), dated as of [ ], and amended on [ ], by and among the Parties. Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
FORM OF AMENDED AND RESTATED MANAGEMENT SERVICES AGREEMENT Dated as of December 31, 2023Management Services Agreement • January 4th, 2024 • Masterworks 172, LLC • Retail-retail stores, nec • New York
This Amended and Restated Management Services Agreement (this “Agreement”), dated as of the date first set forth above (the “Effective Date”) is entered into by and between Masterworks Administrative Services, LLC, a Delaware limited liability company (the “Administrator”) and Masterworks [Entity Number], LLC, a Delaware limited liability company (the “Issuer”) and Masterworks Cayman, SPC, a Cayman Islands segregated portfolio company (“Masterworks Cayman”), on behalf of the [Entity Number] segregated portfolio (the “Portfolio”), and amends and restates in its entirety the Management Services Agreement (the “Original Agreement”), dated as of [ ], by and among the Parties. Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”
FORM OF AMENDED AND RESTATED ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERSLetter and Agreement • October 26th, 2021 • Masterworks 074, LLC • Retail-retail stores, nec • New York
This amended and restated engagement letter and agreement among co-managers (the “Agreement”) amends and replaces the engagement letter dated [ ] in its entirety and confirms the terms and conditions upon which Masterworks [ ], LLC, a Delaware limited liability company with an address at 53 Beach St., 2nd Floor, NY, NY 10013 (the “Client”) engages each of Independent Brokerage Solutions LLC (“IndieBrokers”) and Arete Wealth Management, LLC (“Arete” and, together with IndieBrokers, the “Co-Managers” and each, a “Co-Manager”) to act as Co-Managers for a Tier 2 offering of Class A shares of the Client (the “Securities”) pursuant to Regulation A, as amended, under Title IV of the Jumpstart Our Business Startups Act (“JOBS Act”) in one or more related transactions (the “Offering”) to purchasers, who will subscribe for the securities via the Client’s online investment platform at www.Masterworks.io (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid
Broker-Dealer AgreementBroker-Dealer Agreement • September 1st, 2020 • Collectable Sports Assets, LLC • Retail-retail stores, nec
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Collectable Sports Assets, LLC (“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 August 6, 2020 (the “Effective Date”):
Landa LeaseLanda Lease • May 3rd, 2022 • Landa App 2 LLC • Real estate • Georgia
This Residential Lease Agreement (hereinafter “Lease”) is entered into this on 1st day of May, 2022 by and between the Lessor: LANDA APP 2 LLC - 3192 LAKE MONROE ROAD DOUGLASVILLE GA LLC (hereinafter referred to as “Landlord”), and the Lessee(s): [***]. All Lessees (hereinafter referred to collectively as “Tenant”), are jointly, severally and individually bound by, and liable under, the terms and conditions of this Lease.
SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC Effective as of January 1, 2023Operating Agreement • August 11th, 2023 • Fundrise East Coast Opportunistic REIT, LLC • Real estate investment trusts • Delaware
This SECOND AMENDED AND RESTATED OPERATING AGREEMENT OF FUNDRISE EAST COAST OPPORTUNISTIC REIT, LLC, is effective as of January 1, 2023. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1 or Section 13.1.
ARETE WEALTH ADVISORS, LLC INVESTMENT ADVISORY AGREEMENTInvestment Advisory Agreement • December 30th, 2022 • Masterworks 161, LLC • Retail-retail stores, nec
This investment advisory agreement (the “Agreement”) is made by and between the client that has electronically agreed to this Agreement (“Client” or “you”) and Arete Wealth Advisors, LLC, an Illinois limited liability company and registered investment adviser (“Adviser”, “we” or “us” and, together with Client, the “Parties”).
ContractCollectable Sports Assets, LLC • January 31st, 2022 • Retail-retail stores, nec
[***] Certain information in this document has been excluded pursuant to the Instruction to Item 17 of Form 1-A. Such excluded information is not material, is the type that the registrant treats as private or confidential and would likely cause competitive harm to the registrant if publicly disclosed.
WARRANT TO PURCHASE SHARES OF SERIES S PREFERREDKnightscope, Inc. • July 29th, 2019 • Communications equipment, nec • Delaware
THIS CERTIFIES THAT, for value received, Proud Productions LLC or its registered assigns (the “Holder”), is entitled, subject to the provisions and upon the terms and conditions set forth herein, to purchase from Knightscope, Inc., a Delaware corporation (the “Company”), 1,500,000 shares of the Company’s Series S Preferred Stock, $0.001 par value per share (the “Shares”), in the amounts, at such times and at the price per share set forth in Section 1. The term “Warrant” as used herein shall include this Warrant and any warrants delivered in substitution or exchange therefor as provided herein. This Warrant is issued in connection with the transactions described in the Distribution Assignment and Warrant Purchase Agreement dated as of or about the date hereof between the Company and Holder (the “Purchase Agreement”).
LOAN AND SECURITY AGREEMENTLoan and Security Agreement • June 4th, 2018 • Knightscope, Inc. • Communications equipment, nec • Delaware
THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated and effective as of 5/23/2018 (the “Effective Date”) between SILICON VALLEY BANK, a California corporation (“Bank”), and KNIGHTSCOPE, INC., a Delaware corporation (“Borrower”), provides the terms on which Bank shall lend to Borrower and Borrower shall repay Bank. The parties agree as follows:
December 28, 2022 THIRD AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF RSE ARCHIVE, LLCLimited Liability Company Agreement • January 11th, 2023 • RSE Archive, LLC • Retail-retail stores, nec • Delaware
PROSPECTIVE INVESTORS ARE NOT TO CONSTRUE THE CONTENTS OF THIS AGREEMENT OR ANY PRIOR OR SUBSEQUENT COMMUNICATIONS FROM THE COMPANY, THE MANAGING MEMBER OR THEIR AFFILIATES, OR ANY PROFESSIONAL ASSOCIATED WITH THIS OFFERING, AS LEGAL, TAX OR INVESTMENT ADVICE. EACH INVESTOR SHOULD CONSULT WITH AND RELY ON HIS OR HER OWN ADVISORS AS TO THE LEGAL, TAX AND/OR ECONOMIC IMPLICATIONS OF THE INVESTMENT DESCRIBED IN THIS AGREEMENT AND ITS SUITABILITY FOR SUCH INVESTOR.
POSTING AGREEMENTPosting Agreement • June 21st, 2023 • Legion Works, Inc. • Blank checks • California
Legion Works, Inc., a Delaware Corporation located at 4275 Executive Square, Suite 200, La Jolla, CA 92037 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Voting Common Stock, $3.60 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
Series #82AV1, a series of RSE Collection, LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (“Broker”) Second Amended and Restated Subscription Agreement to subscribe for Series #82AV1, a...Series • June 12th, 2019 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware
Series #03PG1, a series of RSE Collection, LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (“Broker”) Amended and Restated Subscription Agreement to subscribe for Series #03PG1, a series...Subscription Agreement • June 12th, 2019 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Delaware
SUBSCRIPTION AGREEMENTSubscription Agreement • November 6th, 2019 • Mythic Collection, LLC • Retail-miscellaneous retail
SUBSCRIPTION AGREEMENT (the “Subscription Agreement”) made as of the date set forth on the signature page hereof, by and between MTG-ABL90, LLC a series of Mythic Collection, LLC a Delaware Limited Liability Company (the “Issuer”), and the undersigned (the “Subscriber” or “You”).
Amended and Restated Operating Agreement HIS Capital Fund III, LLCOperating Agreement • October 14th, 2021 • HIS Capital Fund III, LLC • Real estate • Delaware
Series Gallery Drop 035, a Series of Otis Gallery LLC Interests are offered through Dalmore Group, LLC, a registered broker-dealer and a member of FINRA and SIPC (the “Broker”) Subscription Agreement to subscribe for Series Gallery Drop 035, a Series...Subscription Agreement • October 5th, 2020 • Otis Gallery LLC • Retail-retail stores, nec • New York
Please complete the following ACH payment details in order to automatically transfer money into the escrow account. This section can be left blank in the case of electronically initiated payments.
FORM OF SUBSCRIPTION AGREEMENT MASTERWORKS [ ], LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORSForm of Subscription Agreement • December 30th, 2022 • Masterworks 192, LLC • Retail-retail stores, nec • New York
Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks [ ], LLC (the “Company”) involves significant risks. This investment is suitable only for persons who can afford to lose their entire investment and such investment could be illiquid for an indefinite period of time. No public market currently exists for the Shares, and if a public market develops following this offering, it may not continue.
POSTING AGREEMENTPosting Agreement • July 30th, 2021 • Sugarfina Corp • Retail-food stores • California
Sugarfina Holdings , LLC , a Delaware Limited Liability Company located at 1700 E Walnut Ave, 5th Floor, El Segundo CA 90245 (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its common stock, $10.35 par value per share (the “Shares”) to investors (collectively, the “Investors”) in a public offering (the “Offering”) on the online website provided by StartEngine Crowdfunding, Inc. (the “Platform”) pursuant to Regulation A through StartEngine Primary LLC ( “StartEngine”), acting on a best efforts basis only, in connection with such sales. The Shares are more fully described in the Offering Statement (as hereinafter defined).
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).
AMENDED AND RESTATED SUBSCRIPTION ESCROW AGREEMENTSubscription Escrow Agreement • June 12th, 2019 • RSE Collection, LLC • Motor vehicles & passenger car bodies • Georgia
This Amended and Restated Subscription Escrow Agreement (the “Agreement”) is made effective as of June 11, 2019 (the “Effective Date”), by and between RSE Collection, LLC, a Delaware series limited liability company with its principal place of business located at 250 Lafayette Street, 3rd Floor, New York, NY 10012, (the “Company”), Dalmore Group, LLC, a New York limited liability company with its principal place of business located at 525 Green Place, Woodmere, NY 11598 (the “Broker of Record”), and Atlantic Capital Bank, N.A., a Georgia banking corporation (the “Escrow Agent”).
RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT-Sale Agreement • December 8th, 2020 • Feel the World, Inc. • Rubber & plastics footwear • Delaware
THIS RIGHT OF FIRST REFUSAL AND CO-SALE AGREEMENT (this “Agreement”), is made as of December 2, 2020 by and among Feel The World, Inc., a Delaware corporation (the “Company”), the Investors (as defined below) listed on Schedule A and the Key Holder (as defined below) listed on Schedule B.
Purchase and Sale AgreementPurchase and Sale Agreement • November 6th, 2019 • Mythic Collection, LLC • Retail-miscellaneous retail • California
THIS PURCHASE AGREEMENT (this “Agreement”) is made as of July 29, 2019, by and among Mythic Markets, Inc., a Delaware corporation (“Seller”), and Mythic Collection, LLC, a Delaware series limited liability company, (the “Buyer”), with respect to the following:
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”).
FORM OF SUBSCRIPTION AGREEMENTSubscription Agreement • October 1st, 2020 • Good Earth Organics, Inc. • Agricultural production-crops • 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.
PHOENIX CAPITAL GROUP HOLDINGS, LLC a Delaware limited liability company Issuer AND UMB Bank, N.A. Trustee INDENTURE Dated as of January 12, 2022 Unsecured Subordinated Debt SecuritiesPhoenix Capital Group Holdings, LLC • January 13th, 2022 • Metal mining • Delaware
INDENTURE, dated as of January 12, 2022, between PHOENIX CAPITAL GROUP HOLDINGS, LLC, a Delaware limited liability company (the “Company” or the “Issuer”), and UMB BANK, N.A. as trustee (the “Trustee”):
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • August 22nd, 2018 • DatChat, Inc. • Telegraph & other message communications • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of August 8, 2018, among DatChat, Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”, which Purchasers include Spherix Incorporated, a Delaware corporation (“Spherix”)), and joining as parties solely with respect to ARTICLE V hereto, Spherix Merger Subsidiary Inc., a Nevada corporation and a wholly-owned subsidiary of Spherix (“Merger Sub”), and Darin Myman (“Myman”). The Company, Spherix, Merger Sub and Myman, are sometimes referred to herein collectively as, the “Parties” and each, individually, as a “Party.” Capitalized terms used but not defined in this Agreement shall have the respective meanings given to them in the Merger Agreement (as defined below).
INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • January 14th, 2022 • Good Earth Organics, Inc. • Agricultural production-crops • Delaware
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”), is made as of January 7, 2022, by and among The Good Earth Organics, Inc., a Delaware corporation (the “Company”), and each of the investors listed on Schedule A hereto, each of which is referred to in this Agreement as an “Investor”.
Agreement and Plan of Merger among Lee Pharmaceuticals, Inc. and LPHM MERGER SUB I, Inc. and Ronn Motor Group, Inc. and The Shareholders of Ronn Motor Group, Inc. dated February 15, 2023Agreement and Plan of Merger • March 8th, 2023 • Lee Pharmaceuticals, Inc. • Services-computer processing & data preparation • Delaware
This Agreement and Plan of Merger (this “Agreement”), dated February 15, 2023 (“Effective Date”), is entered into among Lee Pharmaceuticals, Inc., a Colorado corporation (“Parent”), LPHM Merger Sub I, Inc., a Delaware corporation (“Merger Sub”), Ronn Motor Group, Inc., a Delaware corporation (“Target”), and Ronn Ford on behalf of the shareholders of Target (collectively, “Target Shareholders”).
TO THE STARS ACADEMY OF ARTS AND SCIENCE INC. Maximum 6,000,000 Shares of Class A Common Stock SELLING AGENCY AGREEMENTSelling Agency Agreement • April 1st, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • New York
To The Stars Academy of Arts and Science Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell on a “best efforts” basis up to a maximum of 6,000,000 shares of Class A Common Stock, par value $0.0001 per share to investors (collectively, the “Investors”) in a public offering (the “Offering”) pursuant to Regulation A through Digital Offering, LLC, and its online division, BANQ® (the “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The Company already sold of 120,965 shares of Class A Common Stock as of the date hereof. The shares of Class A Common Stock to be sold in this Offering through the Selling Agent, in the amount of 5,879,035 as of the date hereof, are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
