ReAlpha Acquires USRealty Brokerage Solutions For A Purchase Price Of $250,000 In The Form Of In-Kind Services To Be Provided By The Company
ReAlpha Acquires USRealty Brokerage Solutions For A Purchase Price Of $250,000 In The Form Of In-Kind Services To Be Provided By The Company
On November 20, 2024 (the "Closing Date"), reAlpha Tech Corp. (the "Company") entered into a Membership Interest Purchase Agreement (the "Purchase Agreement"), with Unreal Estate LLC, a Delaware limited liability company (the "Seller"), USRealty Brokerage Solutions, LLC, a Delaware limited liability company and wholly-owned subsidiary of the Seller ("US Realty"), and Unreal Estate Inc., a Delaware corporation (the "Parent"), pursuant to which, on the Closing Date, the Company acquired from the Seller 100% of the membership interests of US Realty that were outstanding immediately prior to the execution of the Purchase Agreement (the "Acquisition"). Prior to the Acquisition, US Realty had no operations except for a Multiple Listing Service registration.
2024年11月20日（"截止日期"），reAlpha Tech公司（"公司"）签订了一份会员权益购买协议（"购买协议"），与美国特拉华州有限责任公司Unreal Estate LLC（"卖方"），USRealty Brokerage Solutions，美国特拉华州有限责任公司，卖方的全资子公司（"US Realty"），以及美国特拉华州公司Unreal Estate Inc.（"母公司"）；根据该协议，在截止日期，公司从卖方收购了在签署购买协议前未来自US Realty的100%权益（"收购"）。在收购之前，US Realty除了进行多个上市服务注册外，并未开展任何业务。
Pursuant to the terms and subject to the conditions of the Purchase Agreement, in exchange for all of the membership interests of US Realty outstanding immediately prior to the execution of the Purchase Agreement, the Company agreed to pay the Seller an aggregate purchase price of $250,000 in the form of in-kind services to be provided by the Company, including software usage by the Seller or the Parent, beginning on the Closing Date and continuing for a period of one year thereafter (the "In-Kind Services"). The terms of the In-Kind Services will be further described in a services agreement to be entered into among the Company, the Seller and the Parent within 30 days of the Closing Date.
根据购买协议的条款和条件，公司同意以实物服务形式向卖方支付总价值为25万美元的全部US Realty权益，在签署购买协议之前未来自US Realty；这些实物服务将由公司提供，包括软件的使用权，该软件可由卖方或母公司在截止日期开始，并持续一年（"实物服务"）。实物服务的条款将在截止日期后30天内由公司、卖方和母公司之间签订的服务协议中进一步描述。
The Purchase Agreement provides that, following the Closing Date, the Seller will indemnify the Company and its affiliates for any liability, damages, losses, costs and/or expenses arising out of breaches by the Seller of its covenants and representations, and for certain other matters as specified in the Purchase Agreement, subject to certain limitations and exclusions as identified therein. The Company is also required, following the Closing Date, to indemnify the Seller, the Parent and their respective affiliates for any liability, damages, losses, costs and/or expenses arising out of any breaches by the Company of its covenants and representations set forth in the Purchase Agreement, as well as fees incident to the Company's indemnification obligations. The Company also has the right to set-off any amounts it owes to the Seller in connection with the Purchase Agreement, against the obligations and liabilities of the Seller to the Company under the Purchase Agreement. The Purchase Agreement also contains representations and warranties, other covenants and conditions, in each case, customary for transactions of this type.
购买协议规定，截止日期后，卖方将为公司及其关联公司承担因卖方违反承诺和陈述而产生的任何责任、损失、成本和／或费用，并承担购买协议中指定的某些其他事项，但受协议中明确的某些限制和排除影响。此外，截止日期后，公司还将承担因公司违反购买协议中规定的承诺和陈述而产生的任何责任、损失、成本和／或费用，以及公司赔偿责任相关费用。公司还有权抵消其在购买协议项下欠卖方的任何金额，以抵消卖方根据购买协议对公司的义务和责任。购买协议还包含为此类交易习惯的陈述和担保、其他承诺和条件。