Add-exhb Sample Contracts

FORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 216, LLC
Limited Liability Company Operating Agreement • January 12th, 2023 • Masterworks 216, LLC • Retail-retail stores, nec • Delaware

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 216, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2023, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

FORM OF SUBSCRIPTION AGREEMENT
Form of Subscription Agreement • January 12th, 2023 • Masterworks 215, LLC • Retail-retail stores, nec • New York

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 215, 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.

FORM OF MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • January 13th, 2023 • Masterworks 213, LLC • Retail-retail stores, nec • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2023 (the “Effective Date”) by and between MASTERWORKS, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 213, LLC, a Delaware limited liability company (the “Company”), provided that as the context requires, the term “Company” as used herein may refer to a wholly owned subsidiary of the Company or a segregated portfolio of Masterworks Cayman SPC that is wholly owned by the Company, and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and no

FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2022
Administrative Services Agreement • August 10th, 2022 • Masterworks 134, LLC • Retail-retail stores, nec • New York

This 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 134, 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”). 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 ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERS
Letter and Agreement • December 22nd, 2022 • Masterworks 210, LLC • Retail-retail stores, nec • New York

This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 210, LLC, a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, NY, NY 10281 (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.com (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability c

FORM OF SUBSCRIPTION AGREEMENT MASTERWORKS 207, LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORS
Subscription Agreement • January 11th, 2023 • Masterworks 207, LLC • Retail-retail stores, nec • New York

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 207, 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.

Broker-Dealer Agreement
Broker-Dealer Agreement • November 2nd, 2021 • Fearless Films, Inc. • Services-motion picture & video tape production

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Fearless Films, Inc., a Nevada corporation (the “Client”), 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 October 26, 2021 (the “Effective Date”):

THUMZUP MEDIA CORPORATION FORM OF SUBSCRIPTION AGREEMENT
Subscription Agreement • December 9th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • Nevada

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.

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 19th, 2022 • Coyuchi, Inc. • California

THIS INDEMNIFICATION AGREEMENT (this “Agreement”) is made and entered into as of [__________ __, 20__], between Coyuchi, Inc., a California corporation (the “Company”), and [________________] (“Indemnitee”). Except as otherwise indicated herein, capitalized terms used herein are defined in Section 13 hereof.

FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2023
Management Services Agreement • January 12th, 2023 • Masterworks 216, LLC • Retail-retail stores, nec • New York

This 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 216, 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”). 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 MASTERWORKS INTERCOMPANY AGREEMENT
Intercompany Agreement • January 27th, 2021 • Masterworks 042, LLC • New York

This intercompany agreement (“Agreement”) is made effective as of [ ], 2021 (the “Effective Date”) by and between MASTERWORKS.IO, LLC (“IO”), MASTERWORKS GALLERY, LLC (“Masterworks Gallery” and, together with IO, “Masterworks”) and MASTERWORKS 042, LLC, a Delaware limited liability company (the “Company”), and is intended to set forth certain representations, covenants and agreements between Masterworks and the Company with respect to the offering (the “Offering”) for sale by the Company of its Class A ordinary membership interests (referred to herein as the “Shares”) as described in the Company’s Offering Circular dated as of the date of its qualification by the SEC, as amended by any post-qualification amendment (the “Offering Circular”). Capitalized terms used herein and not otherwise defined herein have the meaning ascribed to such terms in the Offering Circular. Masterworks and the Company may be referred to collectively herein as the “Parties”.

POSTING AGREEMENT
Posting Agreement • January 20th, 2022 • Innovega Inc. • Ophthalmic goods • California

Innovega Inc. a Deleware STATE C Corporation located at 11900 NE 1st St, Ste. 300, Bellevue, WA 98005ADDRESS (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its Regulation A-1 shares, $0.0001 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).

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FINTOR ASSETS, LLC April 21, 2022 AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FINTOR ASSETS, LLC
Limited Liability Company Agreement • June 21st, 2022 • Fintor Assets, LLC • Real estate • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF FINTOR ASSETS, LLC, is dated as of April 21, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1, Section 3.4 and ARTICLE VIII.

Broker-Dealer Agreement
Broker-Dealer Agreement • June 21st, 2022 • Worthy Property Bonds, Inc. • Finance services

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Worthy Property Bonds, Inc. (“Client”), a Florida 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 June 10, 2022 (the “Effective Date”):

ARETE WEALTH ADVISORS, LLC INVESTMENT ADVISORY AGREEMENT
Investment Advisory Agreement • January 13th, 2023 • Masterworks 213, 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”).

ESCROW AGREEMENT
Escrow Agreement • December 9th, 2022 • THUMZUP MEDIA Corp • Services-computer processing & data preparation • 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:

CONSULTING AGREEMENT
Consulting Agreement • August 31st, 2021 • CoroWare, Inc, • Services-prepackaged software • Florida

This Consulting Agreement (the “Agreement”) is made and entered into as of this 10th day of June 2021, by and between CoroWare, Inc. a Delaware corporation whose address is 13110 NE 177th Place, #293, Woodinville, WA 98072 (the “Company”) and Global Technologies, Ltd (the “Consultant”), a Delaware corporation whose address is 501 1st Ave N., Suite 900, St. Petersburg, FL 33701, (individually, a “Party”; collectively, the “Parties”). This Agreement is non-exclusive.

Escrow Agreement FOR
Escrow Agreement • January 20th, 2022 • Innovega Inc. • Ophthalmic goods • Delaware

This Escrow Agreement, effective as of ________, (“Escrow Agreement”), is by, between and among The Bryn Mawr Trust Company of Delaware, a Delaware Limited Purpose Trust Company and located at 20 Montchanin Rd., Suite 100, Greenville, DE 19807 as Escrow Agent hereunder (“Escrow Agent”); StartEngine Primary LLC (“Broker”), a Delaware Limited Liability Company, located at 3900 W. Alameda Ave, Burbank, CA 91505 ; and ________________________, a ________________________(“Issuer”) located at ________________________________________________.

FORM OF MANAGEMENT SERVICES AGREEMENT Dated as of [DATE], 2022
Form of Management Services Agreement • December 19th, 2022 • Masterworks 199, LLC • Retail-retail stores, nec • New York

This 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 199, 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”). Each party hereto may be referred to herein individually as a “Party” and all parties may be referred to collectively as the “Parties.”

AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONE CHESTNUT PARTNERS LLC Dated as of June __, 2022
Limited Liability Company Agreement • June 17th, 2022 • One Chestnut Realty LLC • Delaware

This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF ONE CHESTNUT PARTNERS LLC, is dated as of June __, 2022. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in ‎Section 1.1.

FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERS
Letter and Agreement • November 1st, 2022 • Masterworks 179, LLC • Retail-retail stores, nec • New York

This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 179, LLC, a Delaware limited liability company with an address at 225 Liberty St., 29th Floor, NY, NY 10281 (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.com (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability comp

OFFERING LISTING AGREEMENT
Offering Listing Agreement • March 19th, 2021 • RDE, Inc. • Retail-catalog & mail-order houses • New York

This Offering Listing Agreement (this “Agreement”) is effective as of March 19, 2021 (the “Effective Date”) by and among RDE, Inc., a Delaware corporation (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.

NOTE PURCHASE AGREEMENT
Note Purchase Agreement • February 9th, 2022 • Boatim Inc. • Services-computer processing & data preparation • Nevada

THIS NOTE PURCHASE AGREEMENT (this “Agreement”), dated as of December 20, 2021, (the “Execution Date”), is entered into by and between BOATIM, INC., a Nevada corporation (the “Company”), and MEDITHORITY, LLC, a Nevada limited liability company (the “Buyer”). Each capitalized term used herein shall have the meaning ascribed thereto in Section 10 below, or as otherwise defined herein.

SUBSCRIPTION AGREEMENT
Subscription Agreement • December 26th, 2020 • LK Secured Lending Reg a Fund, LLC • California

THE MEMBERSHIP INTERESTS OF THE COMPANY SUBJECT TO THIS SUBSCRIPTION AGREEMENT ARE SECURITIES WHICH HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION (THE “SEC”) DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SELLING LITERATURE. THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES ARE EXEMPT FROM REGISTRATION. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE SEC. THE SEC HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THIS INVESTMENT INVOLVES A DEGREE OF RISK THAT MAY NOT BE SUITABLE FOR ALL PERSONS. ONLY THOSE INVESTORS WHO CAN BEAR THE LOSS OF A SIGNIFICANT PORTION OF THEIR INVESTMENT SHOULD PARTICIPATE IN THE INVESTMENT.

SUBSCRIPTION AGREEMENT
Subscription Agreement • November 12th, 2021 • HerdWhistle Technologies Inc. • Alberta
PARKER CLAY GLOBAL, PBC SAFE (Simple Agreement for Future Equity)
Parker Clay Global, PBC • August 25th, 2022

THIS CERTIFIES THAT in exchange for ________________________ (the “Investor”) entering into that certain Standard Services Agreement dated as of _______________, 20___, valued by the parties at $_______________ (the “Purchase Amount”) on or about __________, 20_____, Parker Clay, PBC, a Delaware public benefit corporation (the “Company”), issues to the Investor the right to certain shares of the Company’s Capital Stock, subject to the terms described below.

SHARE PURCHASE AGREEMENT dated as of April 9, 2022 by and among ENERGY EXPLORATION TECHNOLOGIES, INC., GEM GLOBAL YIELD LLC SCS and GEM YIELD BAHAMAS LIMITED
Share Purchase Agreement • June 8th, 2022 • Energy Exploration Technologies, Inc. • Industrial inorganic chemicals • New York

This SHARE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of the date first above written by and among ENERGY EXPLORATION TECHNOLOGIES, INC., a Puerto Rico corporation and having a principal place of business at 1624 Headway Circle, Austin Texas, 78754 (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”).

Contract
Fintor Assets, LLC • August 16th, 2022 • Real estate • Delaware

THIS NOTE HAS NOT BEEN REGISTERED FOR SALE UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY OTHER APPLICABLE SECURITIES LAWS. THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE SECURITIES UNDER SAID ACT OR OTHER APPLICABLE SECURITIES LAWS OR, IN THE ABSENCE THEREOF, AN OPINION OF COUNSEL IN FORM, SUBSTANCE AND SCOPE CUSTOMARY FOR OPINIONS OF COUNSEL IN COMPARABLE TRANSACTIONS, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT, OR UNLESS SOLD PURSUANT TO RULE 144 UNDER SAID ACT. THIS NOTE IS SUBJECT TO THE TRANSFER RESTRICTIONS SET FORTH HEREIN.

SUBSCRIPTION AGREEMENT
Subscription Agreement • June 18th, 2021 • Quanta Inc • Medicinal chemicals & botanical products • Florida

This subscription agreement (this “Subscription Agreement” or the “Agreement”) is entered into by and between QUANTA, INC., a Nevada corporation (hereinafter the “Company”) and the undersigned (hereinafter the “Investor”) as of the date set forth on the signature page hereto. Any term used but not defined herein shall have the meaning set forth in the Offering Circular (as defined below).

Skid Row AHP LLC LIMITED LIABILITY COMPANY AGREEMENT
Limited Liability Company Agreement • July 13th, 2022 • Skid Row AHP LLC • Mortgage bankers & loan correspondents • Delaware

This is an Agreement, entered into effective on April 15, 2022, by and among Skid Row AHP LLC, a Delaware limited liability company (the “Company”), American Homeowner Preservation, Inc., a Delaware corporation (“AHP”) and the persons who acquire Investor Shares, which may include AHP and its affiliates (“Investor Members”). AHP and the Investor Members are sometimes referred to in this Agreement as the “Members.”

RELAY MANAGEMENT L.L.C. SUBSCRIPTION AGREEMENT
Subscription Agreement • July 30th, 2021 • Relay Management LLC • Nevada

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, SUBSCRIBERS 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.

FEARLESS FILMS, INC. SUBSCRIPTION AGREEMENT
Subscription Agreement • November 2nd, 2021 • Fearless Films, Inc. • Services-motion picture & video tape production • New York

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.

FORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2022
Form of Administrative Services Agreement • August 11th, 2022 • Masterworks 148, LLC • Retail-retail stores, nec • New York

This 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 148, 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”). 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 WORTHY PROPERTY BOND
Worthy Property Bonds, Inc. • October 21st, 2021 • Finance services

FOR VALUE RECEIVED, the undersigned, Worthy Property Bonds, Inc., a Florida corporation, (the “Maker”), PROMISES TO PAY to the order of [●] (together with its successors and assigns, the “Payee”) the principal sum of [●] ($[●]), together with interest at the rate specified below. This Worthy Property Bond (the “Bond”) is being issued pursuant to the terms of the Worthy Property Bond Investor Agreement of even date herewith by and between the Maker and the Payee.

Contract
Quotation Agreement • September 16th, 2021 • Waverly Labs Inc • Communications equipment, nec • California

THIS QUOTATION AGREEMENT, dated as of the date executed by StartEngine Primary, LLC, a Delaware limited liability company (“Primary”), with an office at 3900 W Alameda Ave, Suite 1200, Burbank, CA 91505, is by and between Primary and the Company, as identified below (the “Company”).