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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 6/02/23 Incubara Capital Corp. 1-A 29:2.7M Empire Stock Transf… Inc |
Document/Exhibit Description Pages Size
1: 1-A Offering Statement -- primary_doc.xml HTML 23K
2: PART II AND III Offering Circular HTML 885K
4: EX1A-2A CHARTER Articles of Incorporation/Organization HTML 9K
3: EX1A-2A CHARTER Certificate of Incorporation HTML 9K
5: EX1A-2A CHARTER Certificate of Name Change HTML 207K
6: EX1A-2A CHARTER Notice of Articles HTML 9K
7: EX1A-4 SUBS AGMT Form of Subscription Agreement HTML 111K
23: EX1A-6 MAT CTRCT Amendment No. 1 to Consulting Agreement With HTML 22K
Scott Eldridge
12: EX1A-6 MAT CTRCT Amendment No. 1 to Operating Agreement HTML 15K
13: EX1A-6 MAT CTRCT Amendment No. 1 to Production Funding HTML 15K
Agreement
25: EX1A-6 MAT CTRCT Amendment No. 2 to Operating Agreement HTML 15K
26: EX1A-6 MAT CTRCT Amendment No. 2 to Production Funding HTML 15K
Agreement
15: EX1A-6 MAT CTRCT Amendment to Letter of Intent Cyndicate HTML 19K
8: EX1A-6 MAT CTRCT Broker-Dealer Agreement HTML 32K
18: EX1A-6 MAT CTRCT Business Incubation Services Agreement With HTML 24K
Bios
17: EX1A-6 MAT CTRCT Business Incubation Services Agreement With HTML 26K
Xra
21: EX1A-6 MAT CTRCT CFO Agreement HTML 21K
22: EX1A-6 MAT CTRCT Consulting Agreement With Scott Eldridge HTML 87K
19: EX1A-6 MAT CTRCT Contract for Services With Bua Capital HTML 21K
20: EX1A-6 MAT CTRCT Contract for Services With Bua Group HTML 19K
9: EX1A-6 MAT CTRCT Escrow Agreement HTML 139K
24: EX1A-6 MAT CTRCT Incentive Stock Option Plan HTML 47K
14: EX1A-6 MAT CTRCT Letter of Intent Cyndicate HTML 43K
16: EX1A-6 MAT CTRCT Letter of Intent With Mersis HTML 42K
10: EX1A-6 MAT CTRCT Operating Agreement for Delta Liftoff LLC HTML 146K
11: EX1A-6 MAT CTRCT Production Funding Agreement HTML 22K
27: EX1A-6 MAT CTRCT Software and Services License Agreement & HTML 275K
Addendum
28: EX1A-12 OPN CNSL Validity Opinion HTML 20K
29: EX1A-14 CNSNT SV Appointment of Agent for Service of Process HTML 18K
- Form F-X
| Amendment No. 2 to Production Funding Agreement |
AMENDMENT NO. 2 TO
PRODUCTION FUNDING AGREEMENT
This Amendment No. 2 (this “Amendment”), to that Production Funding Agreement dated September 2, 2022, as amended on October 31, 2022 (the “Agreement”), between Incubara Capital Corp. and STARS-VR, LLC (collectively, the “Parties”), is entered as of March 31, 2023 (the “Effective Date”).
WHEREAS:
A.The Parties have previously entered into the Agreement; and
B.The Parties desire to amend the Agreement as set forth in this Amendment,
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
1.Unless otherwise defined in this Amendment, capitalized terms used but not defined shall have their respective meanings as set forth in the Agreement.
2.Section 3 of the Agreement is deleted in its entirety and replaced with the following:
3.Incubara will contribute funding of US$975,000 (the “Initial Funding”) to the LLC and will receive 39% of the ownership of the LLC, Incubara will make payments for the Initial Funding as follows: (i) US$200,000, of which CA$105,500 has been paid by Incubara to the LLC as at the date hereof, by July 1, 2023, (ii) US$200,000 by August 1, 2023 and (iii) US$575,000 by November 1, 2023 (collectively, the “Payment Schedule”). If Incubara fails to provide the Initial Funding to the LLC in accordance with the Payment Schedule (a “Missed Payment”), Incubara’s ownership interest shall be reduced in accordance with the terms of the operating agreement in respect of the LLC dated the date hereof between the parties hereto, as amended from time to time. Upon the occurrence of a Missed Payment, Incubara will lose the right to make payments towards the balance of the Initial Funding to the LLC.
3.This Amendment, together with the Agreement as amended hereby, constitutes the entire agreement and understanding of the Parties with respect to those subject matters hereof and thereof, and supersedes all prior and contemporaneous negotiations, correspondence, agreements, understandings, duties and obligations with respect to the subject matters hereof.
4.Except as modified by this Amendment, the Agreement remains in full force and effect in accordance with its terms, and are hereby ratified, confirmed and approved in all respects by the Parties without any further modification.
5.This Amendment may be executed in any number of counterparts and delivered by email or facsimile, each of which shall be deemed to be an original, but all of which together shall constitute the same Amendment. Execution and delivery of this Amendment by facsimile or other electronic means shall be deemed to be, and shall have the same effect as, execution by an original signature and delivery in person.
[Signatures on the following page]
IN WITNESS WHEREOF the Parties have executed this Amendment as of the Effective Date.
INCUBARA CAPITAL CORP.
Per: “Geoff Watson”
Authorized Signatory
STARS-VR, LLC
Per: “Jason Walsh”
Authorized Signatory
| This ‘1-A’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| 11/1/23 | None on these Dates | |||
| 8/1/23 | ||||
| 7/1/23 | ||||
| Filed on: | 6/2/23 | |||
| 3/31/23 | ||||
| 10/31/22 | ||||
| 9/2/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 1/26/24 Incubara Capital Corp. 1-A/A 10:1.7M Empire Stock Transf… Inc |