add-exhb Sample Contracts

April 21st, 2021 · Common Contracts · 95 similar
Masterworks 045, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 045, LLC

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 045, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2021, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

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April 30th, 2021 · Common Contracts · 88 similar
Masterworks 050, LLCFORM OF SUBSCRIPTION AGREEMENT MASTERWORKS 050, LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORS

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 050, 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.

April 30th, 2021 · Common Contracts · 82 similar
Masterworks 050, LLCFORM OF ADMINISTRATIVE SERVICES AGREEMENT Dated as of [DATE], 2021

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 050, 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.”

April 30th, 2021 · Common Contracts · 65 similar
Masterworks 050, LLCFORM OF MASTERWORKS INTERCOMPANY AGREEMENT

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 050, 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

March 24th, 2021 · Common Contracts · 25 similar
LiveWire Ergogenics, Inc.SUBSCRIPTION AGREEMENT
April 22nd, 2021 · Common Contracts · 24 similar
Innovega Inc.SUBSCRIPTION AGREEMENT

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.

March 4th, 2021 · Common Contracts · 21 similar
Masterworks 041, LLCContract
January 27th, 2021 · Common Contracts · 17 similar
Masterworks 042, LLCContract
February 4th, 2021 · Common Contracts · 12 similar
Innovega Inc.Contract

THIS INSTRUMENT AND ANY SECURITIES ISSUABLE PURSUANT HERETO HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), OR UNDER THE SECURITIES LAWS OF CERTAIN STATES. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED IN THIS SAFE AND UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT OR AN EXEMPTION THEREFROM.

January 25th, 2021 · Common Contracts · 11 similar
Masterworks 038, LLCContract
March 1st, 2021 · Common Contracts · 8 similar
Masterworks 040, LLCContract
January 19th, 2021 · Common Contracts · 8 similar
Masterworks 036, LLCContract
January 27th, 2021 · Common Contracts · 7 similar
Masterworks 041, LLCContract
December 26th, 2020 · Common Contracts · 6 similar
LK Secured Lending Reg a Fund, LLCSUBSCRIPTION AGREEMENT

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.

January 22nd, 2021 · Common Contracts · 6 similar
Landa App LLCContract
January 22nd, 2021 · Common Contracts · 5 similar
Landa App LLCContract
December 23rd, 2020 · Common Contracts · 5 similar
Masterworks 034, LLCContract
February 1st, 2021 · Common Contracts · 4 similar
Cottonwood Multifamily Reit I, Inc.AGREEMENT AND PLAN OF MERGER BY AND AMONG COTTONWOOD COMMUNITIES, INC., COTTONWOOD COMMUNITIES GP SUBSIDIARY, LLC, COTTONWOOD COMMUNITIES O.P., LP, COTTONWOOD MULTIFAMILY REIT I, INC., AND COTTONWOOD MULTIFAMILY REIT I O.P., LP DATED AS OF JANUARY 26, ...

This AGREEMENT AND PLAN OF MERGER, dated as of January 26, 2021 (this “Agreement”), is entered into by and among Cottonwood Communities, Inc., a Maryland corporation (“CCI”), Cottonwood Communities GP Subsidiary, LLC, a Maryland limited liability company and a wholly owned subsidiary of CCI (“Merger Sub”), Cottonwood Communities O.P., LP, a Delaware limited partnership and a subsidiary of Merger Sub (“CCOP” and together with CCI and the Merger Sub, the “CCI Parties”), Cottonwood Multifamily REIT I, Inc., a Maryland corporation (“CMR”), and Cottonwood Multifamily REIT I O.P., LP, a Delaware limited partnership and subsidiary of CMR (“CMR OP” and together with CMR, the “CMR Parties”). Each of the CCI Parties and CMR Parties is sometimes referred to herein as a “Party,” and, collectively, the CCI Parties and the CMR Parties are referred to herein as the “Parties.” Capitalized terms used but not otherwise defined herein have the meanings ascribed to them in Article 1.

March 24th, 2021 · Common Contracts · 4 similar
LiveWire Ergogenics, Inc.BUSINESS PURCHASE AGREEMENT

This Business Purchase Agreement (this “Agreement”) is made and entered into on October 1, 2018, by and between Estrella Ranch Partners, LLC, having its principal office of business at 1600 N Kraemer Blvd, Anaheim California 92867(“Seller”), on the one hand, and Livewire Ergogenics, Inc., having its principal office of business at 1600 North Kraemer Blvd., Anaheim, CA 92806, California (“Buyer”), on the other hand. Seller and Buyer are collectively referred to herein as the “Parties” and are sometimes referred to individually as a “Party”.

May 20th, 2021 · Common Contracts · 3 similar
Masterworks 052, LLCFORM OF SUBSCRIPTION AGREEMENT MASTERWORKS 052, LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORS

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 052, 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.

May 20th, 2021 · Common Contracts · 3 similar
Masterworks 052, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 052, LLC

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 052, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2021, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

May 25th, 2021 · Common Contracts · 2 similar
Masterworks 054, LLCFORM OF AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF MASTERWORKS 054, LLC

This Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) of Masterworks 054, LLC, a Delaware limited liability company (the “Company”), is dated as of , 2021, and is entered into by Masterworks Gallery, LLC as its sole initial Member (the “Initial Member”).

March 26th, 2021 · Common Contracts · 2 similar
Clubhouse Media Group, Inc.ESCROW AGREEMENT between CLUBHOUSE MEDIA GROUP, INC. and SUTTER SECURITIES CLEARING, LLC OFFERING DEPOSIT ACCOUNT AGENCY AGREEMENT

This Offering Deposit Account Agency Agreement (this “Agreement”) dated as of April __, 2021, by and among CLUBHOUSE MEDIA GROUP, INC. (the “Company”), having an address at 3651 Lindell Road, D517, Las Vegas, Nevada 89103, SUTTER SECURITIES CLEARING, LLC, serving as the representative of the Placement Agent (the “Placement Agent”), having an address at 6 Venture, Suite 265, Irvine, CA 92618 USA, and SUTTER SECURITIES CLEARING, LLC, serving as deposit account agent (the “Deposit Account Agent”), a broker-dealer registered with the Securities and Exchange Commission (“SEC”), having an office at 6 Venture, Suite 265, Irvine, CA 92618 USA. All capitalized terms not herein defined shall have the meaning ascribed to them in that certain Offering Circular filed with the United States SEC dated _______, 2021, under File Number 024-11447, including all attachments, schedules and exhibits thereto, as amended from time to time (the “Offering Circular”).

May 25th, 2021 · Common Contracts · 2 similar
Masterworks 054, LLCFORM OF SUBSCRIPTION AGREEMENT MASTERWORKS 054, LLC A DELAWARE LIMITED LIABILITY COMPANY NOTICE TO INVESTORS

Investing in membership interests represented by Class A ordinary shares (“Shares”) of Masterworks 054, 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.

January 19th, 2021 · Common Contracts · 2 similar
Masterworks 036, LLCFORM OF MASTERWORKS INTERCOMPANY AGREEMENT

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 036, 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”.

December 26th, 2020 · Common Contracts · 2 similar
LK Secured Lending Reg a Fund, LLCADMINSTRATIVE AND TECHNOLOGY SERVICES AGREEMENT

made as of this 17th day of November, 2020, between StartEngine Assets, LLC (“StartEngine”), a Delaware limited liability corporation, and LK Advisors, Inc. (the “Company”) as the investment advisor to LK Secured Lending Reg A Fund (the “Fund”), to provide administrative and technology services to the Fund’s proposed offering under Regulation A (“Reg A+”) under the Securities Act of 1933, as amended (the “Securities Act”) (the “Offering”) of its common or preferred stock (the “Securities”).

March 24th, 2021 · Common Contracts · 2 similar
LiveWire Ergogenics, Inc.EXECUTIVE EMPLOYMENT AGREEMENT

THIS EXECUTIVE EMPLOYMENT AGREEMENT (this “Agreement”), dated October 1, 2017 is by and between Bill Hodson (“Employee”) and Livewire Ergogenics, Inc. (“Employer”).

January 28th, 2021 · Common Contracts · 2 similar
Robot Cache US Inc.Contract

THIS WARRANT AND THE UNDERLYING SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE “ACT”) OR UNDER THE SECURITIES LAWS OF ANY STATE. THESE SECURITIES MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED EXCEPT AS PERMITTED UNDER THE ACT AND APPLICABLE STATE SECURITIES LAWS IN ACCORDANCE WITH APPLICABLE REGISTRATION REQUIREMENTS OR AN EXEMPTION THEREFROM. THIS WARRANT MUST BE SURRENDERED TO THE COMPANY AS A CONDITION PRECEDENT TO THE SALE, TRANSFER, PLEDGE OR HYPOTHECATION OF ANY INTEREST IN ANY OF THE SECURITIES REPRESENTED HEREBY.

February 26th, 2021
BrewBilt Manufacturing Inc.DAKIN WANQUIST COMPENSATION AGREEMENT

This Agreement, dated by and between Dakin Wanquist (hereafter referred to as (“Wanquist”) whose mailing address is 1432 NW 61st Street Seattle, WA 98107 and BrewBilt Manufacturing Inc, a Oklahoma Corporation, whose principal address is 110 Spring Hill Drive #10, Grass Valley, CA 95945 hereinafter referred to as “BrewBilt” or “Company”).

March 26th, 2021
Generation Income Properties, Inc.NOTE AND LOAN MODIFICATION AGREEMENT

This Note and Loan Modification Agreement (this “Agreement”) is made as of March 23, 2021, by and among GIPVA 130 CORPORATE BLVD, LLC, a Delaware limited liability company (the “Borrower”), GENERATION INCOME PROPERTIES, L.P., a Delaware limited partnership, GENERATION INCOME PROPERTIES, INC., a Maryland corporation, and DAVID SOBELMAN (collectively, the “Guarantors” and together with the Borrower, the “Obligors”),,and NEWPORT NEWS SHIPBUILDING EMPLOYEES’ CREDIT UNION, INC., D/B/A BAYPORT CREDIT UNION (the “Credit Union”), who, in consideration of the mutual covenants herein and for Ten Dollars and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, agree as follows:

February 4th, 2021
Innovega Inc.INNOVEGA INC. AMENDED AND RESTATED STOCKHOLDERS’ AGREEMENT

This Amended and Restated Stockholders’ Agreement (the “Agreement”) is made as of [______], 2021 by and among Innovega Inc., a Delaware corporation (the “Company”), the holders of shares of Common Stock listed on Exhibit A (individually, a “Common Holder” and collectively, the “Common Holders”), the holders of shares of Series Seed Preferred Stock listed on Exhibit B, and the holders of Series A-1 Preferred Stock, Series A-2 Preferred Stock and Series A-3 Preferred Stock listed on Exhibit C (the persons and entities listed on Exhibit B and Exhibit C, individually, an “Investor” and collectively, the “Investors” and together with the Common Holders, the “Stockholders”).

April 7th, 2021
ASI Aviation, Inc.BUSINESS AND ASSET PURCHASE AGREEMENT BY AND AMONG JET X AEROSPACE LLC AN ILLINOIS LIMITED LIABILITY COMPANY AND ASI AVIATION, INC. A NEVADA CORPORATION AND THE SELLER MEMBERS Dated: March 25, 2021

THIS PURCHASE AGREEMENT (this “Agreement”), dated March 25, 2021 (the “Effective Date”), is entered into by and among Jet X Aerospace LLC, an Illinois limited liability company (“Seller” or “Company”), ASI Aviation, Inc., a Nevada Corporation (“Buyer”), and the Seller Members. Buyer, Seller and the Seller Members each are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”

February 4th, 2021
Innovega Inc.NOTE PURCHASE AGREEMENT

This Note Purchase Agreement, dated as of January 22, 2019 (this “Agreement”), is entered into by and among Innovega Inc., a Delaware corporation (the “Company”), each person or entity listed on the schedule of investors attached as Schedule I hereto (each, an “Investor” and collectively, the “Investors”), as such Schedule I may be amended in accordance with Section 4 hereof.

February 4th, 2021
Innovega Inc.INNOVEGA INC. AMENDMENT TO 2019–2020 SAFES

This Amendment to 2019–2020 Safes (this “Amendment”) is entered into by and between Innovega Inc., a Delaware corporation (“Company”), and each of the investors (each, an “Investor”) listed on the signature pages hereto, in each case effective as of the date of such Investor’s signature on its signature page hereto.

January 28th, 2021
Robot Cache US Inc.WORK FOR HIRE AGREEMENT

This Work for Hire Agreement (“WFH Agreement”) dated and effective as of February 15th, 2018 (the “Effective Date”), is entered into by and between ROBOT CACHE, a Spanish company with a principal place of business at El Pilar No. 5, EdificioPeceno Local 9, 38002 Santa Cruz se Tenerife, Spain (“Company”), and Digital Dragon Games Inc., a corporation organized under the laws of Canada located at Suite 401-68 Water Street, Vancouver, BC V6B 1A4 (“Developer”), in connection with the development of the software distribution platform (the “Platform”) as more fully described in Exhibit A. Each of Company and Developer may be referred to herein as a “Party” and collectively as the “Parties”.