April 4th, 2016 · Common Contracts · 252 similar BeautyKind Holdings, Inc. – BEAUTYKIND HOLDINGS INC. COMMON STOCK PURCHASE WARRANT THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Beautykind Holdings, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, W.R. Hambrecht + Co., LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date that is 180 days after the qualification date of the Offering Statement (the “Initial Exercise Date”) and on or before the close of business on the five (5) year anniversary of the qualification date of the Offering Statement (the “Termination Date”) but not thereafter, to subscribe for and purchase from Beautykind Holdings, Inc., a Delaware corporation (the “Company”), up to [•] shares (as subject to adjustment hereunder, the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
March 7th, 2019 · Common Contracts · 192 similar Florida Mangos Wild, Inc. – ESCROW AGREEMENT FOR CONTINGENT SECURITIES OFFERING THIS ESCROW AGREEMENT, effective as of _____________, (“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 (“NCPS”) as escrow agent hereunder (“NCPS” or “Escrow Agent”); North Capital Private Securities Corporation (“Placement Agent”), a Delaware Corporation located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047; and ____________________________, a ________________________ (“Issuer”) located at _____________________________________________________________.
THIS ESCROW AGREEMENT, effective as of _____________, (“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 (“NCPS”) as escrow agent hereunder (“NCPS” or “Escrow Agent”); North Capital Private Securities Corporation (“Placement Agent”), a Delaware Corporation located at 623 E. Ft. Union Blvd, Suite 101, Salt Lake City, UT 84047; and ____________________________, a ________________________ (“Issuer”) located at _____________________________________________________________.
March 7th, 2019 · Common Contracts · 160 similar Florida Mangos Wild, 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.
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 23rd, 2022 · Common Contracts · 84 similar GolfSuites 1, Inc. – Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between GolfSuites 1 Inc. (“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 March 10, 2022 (the “Effective Date”):
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between GolfSuites 1 Inc. (“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 March 10, 2022 (the “Effective Date”):
May 24th, 2022 · Common Contracts · 45 similar Masterworks 127, LLC – FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERS This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 127, 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
This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 127, 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
July 20th, 2020 · Common Contracts · 33 similar Investment Grade R.E. Income Fund, L.P. – EMERSON EQUITY, LLC FORM OF DEALER MANAGER AGREEMENT March 16, 2020 Investment Grade R.E. Income Fund, LP (the “Company”) a Delaware, limited partnership. The Company proposes to offer up to 40,000 units (the “Offering”) of limited partnership units of the Company (the “Units”). Each Unit will be sold at a public offering price of $1,000 per Unit.
Investment Grade R.E. Income Fund, LP (the “Company”) a Delaware, limited partnership. The Company proposes to offer up to 40,000 units (the “Offering”) of limited partnership units of the Company (the “Units”). Each Unit will be sold at a public offering price of $1,000 per Unit.
March 28th, 2022 · Common Contracts · 31 similar TriplePulse, Inc. – POSTING AGREEMENT [TRIPLEPULSE INC][COMPANY], a [DELAWARE][STATE] [CORPORATIN][ENTITY] located at [3103 NEILSON WAY, STE D SANTA MONICA, CA][ADDRESS] (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][SECURITIES], $XXX 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).
[TRIPLEPULSE INC][COMPANY], a [DELAWARE][STATE] [CORPORATIN][ENTITY] located at [3103 NEILSON WAY, STE D SANTA MONICA, CA][ADDRESS] (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][SECURITIES], $XXX 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).
April 22nd, 2019 · Common Contracts · 29 similar Atlanta Hot Wings, Inc. – AMENDED AND RESTATED SOLICITATION AGREEMENT THIS AGREEMENT is entered into as of April 17, 2019, by and among Atlanta Hot Wings, Inc. having a principal address at 450 Main Street Unit 1715, Park City, Utah 84060 (the “Company”), North Capital Private Securities Corporation (“NCPS”) regarding the solicitation by NCPS of qualified investors for debt, equity, or hybrid securities issued by the Company (the “Offering”) on the terms and subject to the conditions contained herein.
THIS AGREEMENT is entered into as of April 17, 2019, by and among Atlanta Hot Wings, Inc. having a principal address at 450 Main Street Unit 1715, Park City, Utah 84060 (the “Company”), North Capital Private Securities Corporation (“NCPS”) regarding the solicitation by NCPS of qualified investors for debt, equity, or hybrid securities issued by the Company (the “Offering”) on the terms and subject to the conditions contained herein.
July 19th, 2021 · Common Contracts · 23 similar Basil Street Cafe, Inc. – SI Securities, LLC
October 22nd, 2020 · Common Contracts · 20 similar Compound Projects, LLC – FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COMPOUND PROJECTS, LLC This First Amended and Restated LIMITED LIABILITY COMPANY AGREEMENT OF COMPOUND PROJECTS, LLC, is dated as of June 1, 2020. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1, Section 3.4 and Article VIII.
This First Amended and Restated LIMITED LIABILITY COMPANY AGREEMENT OF COMPOUND PROJECTS, LLC, is dated as of June 1, 2020. Capitalized terms used herein without definition shall have the respective meanings ascribed thereto in Section 1.1, Section 3.4 and Article VIII.
May 23rd, 2022 · Common Contracts · 17 similar ERC Communities 1, Inc. – Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between ERC Communities 1, Inc (“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 April 15, 2022 (the “Effective Date”):
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between ERC Communities 1, Inc (“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 April 15, 2022 (the “Effective Date”):
October 26th, 2020 · Common Contracts · 16 similar Sugarfina Corp – POSTING AGREEMENT 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, $10.00 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).
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, $10.00 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).
September 21st, 2018 · Common Contracts · 15 similar LMP Automotive Holdings Inc. – UNDERWRITING AGREEMENT LMP AUTOMOTIVE HOLDINGS, INC. LMP Automotive Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell (the “Offering”) a minimum of 2,000,000 shares and a maximum of 4,000,000 shares (the “Placement Shares”) of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a purchase price of $5.00 per share (the “Purchase Price”) with an over-subscription option to sell up to an additional 600,000 shares of Common Stock (the “Over-Subscription Shares”), to investors deemed acceptable by the Company (the “Investors”) in an initial public offering pursuant to Regulation A (“Regulation A”) under the Securities Act (as defined below) and to engage the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom Boustead Securities, LLC is acting as a representative (the “Representative”) on a best efforts basis. The Placement Shares and the Over-Subscription Shar
LMP Automotive Holdings, Inc., a Delaware corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell (the “Offering”) a minimum of 2,000,000 shares and a maximum of 4,000,000 shares (the “Placement Shares”) of the Company’s common stock, par value $0.00001 per share (“Common Stock”), at a purchase price of $5.00 per share (the “Purchase Price”) with an over-subscription option to sell up to an additional 600,000 shares of Common Stock (the “Over-Subscription Shares”), to investors deemed acceptable by the Company (the “Investors”) in an initial public offering pursuant to Regulation A (“Regulation A”) under the Securities Act (as defined below) and to engage the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom Boustead Securities, LLC is acting as a representative (the “Representative”) on a best efforts basis. The Placement Shares and the Over-Subscription Shar
January 28th, 2021 · Common Contracts · 14 similar Robot Cache US Inc. – OFFERING LISTING AGREEMENT This Offering Listing Agreement (this “Agreement”) is effective this October 27, 2020 (the “Effective Date”) by and among Robot Cache US, Inc., a Delaware corporation (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company corporation. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.
This Offering Listing Agreement (this “Agreement”) is effective this October 27, 2020 (the “Effective Date”) by and among Robot Cache US, Inc., a Delaware corporation (“Issuer”), and OpenDeal Broker LLC dba the Capital R (“ODB”), a New York limited liability company corporation. Issuer and ODB are hereby referred to collectively as the “Parties” or individually as a “Party”.
March 26th, 2018 · Common Contracts · 13 similar LocatorX, Inc. – Broker-Dealer Agreement This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between LocatorX, Inc. (“Client”) a Florida Corporation, and Sageworks Capital LLC., a Pennsylvania Limited Liability Company (“Sageworks”). Client and Sageworks agree to be bound by the terms of this Agreement, effective as of February 23, 2018 (the “Effective Date”):
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between LocatorX, Inc. (“Client”) a Florida Corporation, and Sageworks Capital LLC., a Pennsylvania Limited Liability Company (“Sageworks”). Client and Sageworks agree to be bound by the terms of this Agreement, effective as of February 23, 2018 (the “Effective Date”):
March 13th, 2019 · Common Contracts · 12 similar Seattle Emerald Haze, Inc. – SOLICITATION AGREEMENT Private Debt, Equity, and Hybrid Securities THIS AGREEMENT is entered into as of _____________ by and among Seattle Emerald Haze, Inc. having a principal address at 450 Main Street Unit 1715, Park City, Utah 84046 (the “Company”), North Capital Private Securities Corporation (“NCPS”) regarding the solicitation by NCPS of qualified investors for debt, equity, or hybrid securities issued by the Company pursuant to Regulation A under the Securities Act of 1933 (the “Offering”) on the terms and subject to the conditions contained herein.
THIS AGREEMENT is entered into as of _____________ by and among Seattle Emerald Haze, Inc. having a principal address at 450 Main Street Unit 1715, Park City, Utah 84046 (the “Company”), North Capital Private Securities Corporation (“NCPS”) regarding the solicitation by NCPS of qualified investors for debt, equity, or hybrid securities issued by the Company pursuant to Regulation A under the Securities Act of 1933 (the “Offering”) on the terms and subject to the conditions contained herein.
March 7th, 2019 · Common Contracts · 12 similar Philadelphia Powderkegs, Inc. – Philadelphia Powderkegs, Inc. / The Crown League, LLC SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made as of March ___, 2019, by and between The Crown League, LLC, a Delaware limited liability company ("Secured Party") and Philadelphia Powderkegs, Inc., a Delaware corporation (“Debtor”).
THIS SECURITY AGREEMENT (this “Agreement”) is made as of March ___, 2019, by and between The Crown League, LLC, a Delaware limited liability company ("Secured Party") and Philadelphia Powderkegs, Inc., a Delaware corporation (“Debtor”).
March 7th, 2019 · Common Contracts · 12 similar Florida Mangos Wild, Inc. – Florida Mangos Wild, Inc. / The Crown League, LLC COMITMENT FOR FUTURE ADVANCES This COMITMENT FOR FUTURE ADVANCES (this “Agreement”) is dated as of March ___, 2019, and entered into by and between The Crown League, LLC, a Delaware limited liability company ("Borrower”) and Florida Mangos Wild, Inc., a Delaware Corporation (“Lender”). This Agreement is being entered into simultaneously with a $2,500,000 Share Acquisition Loan agreement, pursuant to which Borrower issued a note to Lender in exchange for Class A Membership Units in Borrower (the “Note”).
This COMITMENT FOR FUTURE ADVANCES (this “Agreement”) is dated as of March ___, 2019, and entered into by and between The Crown League, LLC, a Delaware limited liability company ("Borrower”) and Florida Mangos Wild, Inc., a Delaware Corporation (“Lender”). This Agreement is being entered into simultaneously with a $2,500,000 Share Acquisition Loan agreement, pursuant to which Borrower issued a note to Lender in exchange for Class A Membership Units in Borrower (the “Note”).
September 30th, 2019 · Common Contracts · 11 similar Fat Brands, Inc – FAT BRANDS INC. Maximum 1,200,000 Shares of Series B Cumulative Preferred Stock 720,000 Warrants SELLING AGENCY AGREEMENT Fat Brands 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 (i) 1,200,000 shares of Series B Cumulative Preferred Stock, and (ii) 720,000 warrants to investors (collectively, the “Investors”) in a public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC, and its online division, Banq®, and Digital Offering LLC (collectively, the “Selling Agents”) with Tripoint Global Equities, LLC acting as the representative of the Selling Agents (the “Representative”), acting on a best efforts basis only, in connection with such sales. The shares of Series B Cumulative Preferred Stock to be sold in this Offering are referred to herein as the “Shares.” The warrants to be sold in this Offering are referred to herein as the “Warrants,” and collectively with the Shares, the “Offered Securities.” The
Fat Brands 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 (i) 1,200,000 shares of Series B Cumulative Preferred Stock, and (ii) 720,000 warrants to investors (collectively, the “Investors”) in a public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC, and its online division, Banq®, and Digital Offering LLC (collectively, the “Selling Agents”) with Tripoint Global Equities, LLC acting as the representative of the Selling Agents (the “Representative”), acting on a best efforts basis only, in connection with such sales. The shares of Series B Cumulative Preferred Stock to be sold in this Offering are referred to herein as the “Shares.” The warrants to be sold in this Offering are referred to herein as the “Warrants,” and collectively with the Shares, the “Offered Securities.” The
May 19th, 2017 · Common Contracts · 10 similar Sondors, Inc. – POSTING AGREEMENT THIS POSTING AGREEMENT (the “Agreement”) is made as of this _______________________, by and between StartEngine Crowdfunding, Inc. (“StartEngine”), a Delaware corporation, and SONDORS, Inc., a Delaware corporation (the “Company”), to act as the Company’s online intermediary technology platform (the “Platform”) in connection with the Company’s proposed offering promulgated under Regulation A (“Reg A+”) under the Securities Act of 1933, as amended (the “Securities Act”), (the “Offering”) of common or preferred stock (the “Securities”).
THIS POSTING AGREEMENT (the “Agreement”) is made as of this _______________________, by and between StartEngine Crowdfunding, Inc. (“StartEngine”), a Delaware corporation, and SONDORS, Inc., a Delaware corporation (the “Company”), to act as the Company’s online intermediary technology platform (the “Platform”) in connection with the Company’s proposed offering promulgated under Regulation A (“Reg A+”) under the Securities Act of 1933, as amended (the “Securities Act”), (the “Offering”) of common or preferred stock (the “Securities”).
March 8th, 2017 · Common Contracts · 10 similar MogulREIT II, Inc. – SELLING AND DISTRIBUTION AGREEMENT This Selling and Distribution Agreement (this “Agreement”) is made as of this _______ day of ___________ 2017, by and among RM Sponsor, LLC, a California limited liability company (the “Sponsor”), and North Capital Private Securities Corporation, a Delaware corporation (the “Soliciting Dealer”).
This Selling and Distribution Agreement (this “Agreement”) is made as of this _______ day of ___________ 2017, by and among RM Sponsor, LLC, a California limited liability company (the “Sponsor”), and North Capital Private Securities Corporation, a Delaware corporation (the “Soliciting Dealer”).
July 15th, 2020 · Common Contracts · 10 similar Worksport, LTD – Contract THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
March 26th, 2018 · Common Contracts · 9 similar Muscle Maker, Inc. – MUSCLE MAKER, INC Maximum: 3,076,920 Shares of Common Stock no par value per share SELLING AGENCY AGREEMENT Muscle Maker, Inc., a California corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell up to a maximum of 3,076,920 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $3.25 per share, to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC and its online division, Banq®, as managing selling agent (the “Managing Agent”) and Cambria Capital, LLC (the “Lead Agent” and, together with the Managing Agent, , the “Selling Agents” or, individually, a “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
Muscle Maker, Inc., a California corporation (the “Company”), proposes, subject to the terms and conditions contained in this Selling Agency Agreement (this “Agreement”), to issue and sell up to a maximum of 3,076,920 shares of its common stock, no par value per share (the “Common Stock”),at an offering price of $3.25 per share, to investors (collectively, the “Investors”) in an initial public offering (the “Offering”) pursuant to Regulation A through Tripoint Global Equities, LLC and its online division, Banq®, as managing selling agent (the “Managing Agent”) and Cambria Capital, LLC (the “Lead Agent” and, together with the Managing Agent, , the “Selling Agents” or, individually, a “Selling Agent”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined).
August 30th, 2018 · Common Contracts · 9 similar Soliton, Inc. – UNDERWRITING AGREEMENT SOLITON, INC. Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell a minimum of 1,500,000 shares and a maximum of 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) to investors deemed acceptable by the Company (the “Investors”) in a public offering pursuant to Regulation A and to engage the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom Boustead Securities, LLC is acting as a representative (the “Representative”) on a best efforts basis. The Underwriters have agreed to act, on a best efforts basis only, as the underwriters in connection with the offering and sale of the Shares (the “Offering”). The Company confirms its agreement with the Underwriters as follows:
Soliton, Inc., a Delaware corporation (the “Company”), proposes to issue and sell a minimum of 1,500,000 shares and a maximum of 3,000,000 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (“Common Stock”) to investors deemed acceptable by the Company (the “Investors”) in a public offering pursuant to Regulation A and to engage the several underwriters listed in Schedule A hereto (the “Underwriters”), for whom Boustead Securities, LLC is acting as a representative (the “Representative”) on a best efforts basis. The Underwriters have agreed to act, on a best efforts basis only, as the underwriters in connection with the offering and sale of the Shares (the “Offering”). The Company confirms its agreement with the Underwriters as follows:
November 16th, 2017 · Common Contracts · 7 similar Cottonwood Multifamily Opportunity Fund, Inc. – ORCHARD SECURITIES, LLC LEHI, UTAH 84043 FORM OF SOLICITING DEALER AGREEMENT for Shares in Cottonwood Multifamily Opportunity Fund, Inc. The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “MBD Agreement”) with Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”) for the sale (the “Offering”) of up to $50,000,000 shares of common stock (the “Shares”) in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The MBD Agreement is attached as Exhibit A. The terms of the Offering are set forth in the Cottonwood Multifamily Opportunity Fund, Inc. Offering Statement dated [____________ __], 20[__] (the “Offering Statement”). The date the Offering Statement is qualified by the Securities and Exchange Commission (the “SEC”) shall be referred to herein as the “Qualification Date.” The Shares wi
The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “MBD Agreement”) with Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”) for the sale (the “Offering”) of up to $50,000,000 shares of common stock (the “Shares”) in the Company, pursuant to which the Managing Broker-Dealer has agreed to use its best efforts to form and manage, as the Managing Broker-Dealer, a group of securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The MBD Agreement is attached as Exhibit A. The terms of the Offering are set forth in the Cottonwood Multifamily Opportunity Fund, Inc. Offering Statement dated [____________ __], 20[__] (the “Offering Statement”). The date the Offering Statement is qualified by the Securities and Exchange Commission (the “SEC”) shall be referred to herein as the “Qualification Date.” The Shares wi
June 29th, 2021 · Common Contracts · 7 similar Modiv Inc. – MODIV INC. Shares of Class C Common Stock DEALER MANAGER AGREEMENT THIS DEALER MANAGER AGREEMENT is entered into and effective as of [ ___], 2021, by and between Modiv Inc., formerly known as RW Holdings NNN REIT, Inc. (the “Company”), and North Capital Private Securities Corporation (“NCPS” or the “Dealer Manager”, and, together with the Company, the “Parties”) in connection with the offering and sale by the Company of up to $75,000,000 of shares of Class C Common Stock of the Company, subject to increase at the option of the Company (the “Shares”), to “qualified purchasers” as that term is defined in Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in a Regulation A – Tier 2 offering (the “Offering”). The Company desires for NCPS to act as its agent in connection with the Offering.
THIS DEALER MANAGER AGREEMENT is entered into and effective as of [ ___], 2021, by and between Modiv Inc., formerly known as RW Holdings NNN REIT, Inc. (the “Company”), and North Capital Private Securities Corporation (“NCPS” or the “Dealer Manager”, and, together with the Company, the “Parties”) in connection with the offering and sale by the Company of up to $75,000,000 of shares of Class C Common Stock of the Company, subject to increase at the option of the Company (the “Shares”), to “qualified purchasers” as that term is defined in Regulation A promulgated under the Securities Act of 1933, as amended (the “Securities Act”), in a Regulation A – Tier 2 offering (the “Offering”). The Company desires for NCPS to act as its agent in connection with the Offering.
June 19th, 2020 · Common Contracts · 6 similar Kula Ventures 2 LTD – Broker-Dealer Services Agreement This Broker-Dealer Service Agreement (“Agreement”) is made and entered into as of April ____, 2020 by and between JumpStart Securities, LLC (“Jumpstart”, “us, “our”, or “we”) and Kula Ventures # 2 Ltd., a Nevada corporation (“Issuer”, “you” or “your”).
This Broker-Dealer Service Agreement (“Agreement”) is made and entered into as of April ____, 2020 by and between JumpStart Securities, LLC (“Jumpstart”, “us, “our”, or “we”) and Kula Ventures # 2 Ltd., a Nevada corporation (“Issuer”, “you” or “your”).
September 1st, 2020 · Common Contracts · 6 similar Red Oak Capital Intermediate Income Fund, LLC – Date: _____________ , 2020 Crescent Securities Group, Inc. Dallas, Texas 75231 This letter sets forth the agreement (“Agreement”) among Red Oak Capital Intermediate Income Fund, LLC, a Delaware limited liability company (the “Company”) and Crescent Securities Group, Inc., a Texas corporation (“Crescent”), the “Managing Broker-Dealer/Underwriter” or “MBD/U”), regarding the offering and sale by the Company of up to $50,000,000 of Bonds (the “Securities”) to be issued by the Company (the “Offering”).
This letter sets forth the agreement (“Agreement”) among Red Oak Capital Intermediate Income Fund, LLC, a Delaware limited liability company (the “Company”) and Crescent Securities Group, Inc., a Texas corporation (“Crescent”), the “Managing Broker-Dealer/Underwriter” or “MBD/U”), regarding the offering and sale by the Company of up to $50,000,000 of Bonds (the “Securities”) to be issued by the Company (the “Offering”).
May 12th, 2016 · Common Contracts · 5 similar Cf Fund Ii, LLC – LIMITED LIABILITY COMPANY OPERATING AGREEMENT of CF FUND II, LLC A Pennsylvania limited liability company This Limited Liability Company Operating Agreement (the “Agreement”) of CF FUND II, LLC, a Pennsylvania limited liability company (the “LLC”), is among each of the initial Members of the LLC listed on the attached Exhibit A (the “Initial Members”), and each of the additional Persons who become Members in accordance with the provisions of this Agreement.
This Limited Liability Company Operating Agreement (the “Agreement”) of CF FUND II, LLC, a Pennsylvania limited liability company (the “LLC”), is among each of the initial Members of the LLC listed on the attached Exhibit A (the “Initial Members”), and each of the additional Persons who become Members in accordance with the provisions of this Agreement.
April 27th, 2017 · Common Contracts · 5 similar Secured Real Estate Income Fund II, LLC – SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY OPERATING AGREEMENT OF SECURED REAL ESTATE INCOME FUND II, LLC (a Delaware limited liability company) This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) is entered into by and among SREIF MANAGER II, LLC, a Nevada limited liability company (the “Managing Member”), as the Managing Member of Secured Real Estate Income Fund II, LLC, a Delaware limited liability company (the “Company”), those members of the Company owning Membership Interests (as defined below) (each an “Investor” and collectively the “Investors”), and such other Persons who are admitted as Members of the Company or become Assignees of Interests in the Company, in each case pursuant to this Agreement. This Agreement is effective commencing April 17, 2017.
This Second Amended and Restated Limited Liability Company Operating Agreement (this “Agreement”) is entered into by and among SREIF MANAGER II, LLC, a Nevada limited liability company (the “Managing Member”), as the Managing Member of Secured Real Estate Income Fund II, LLC, a Delaware limited liability company (the “Company”), those members of the Company owning Membership Interests (as defined below) (each an “Investor” and collectively the “Investors”), and such other Persons who are admitted as Members of the Company or become Assignees of Interests in the Company, in each case pursuant to this Agreement. This Agreement is effective commencing April 17, 2017.
January 6th, 2017 · Common Contracts · 5 similar SPO Global Inc – SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 23, 2016 by and between SPO Global Inc., a Delaware corporation, with headquarters located at 800 W Cummings Park, Suite 2000, Woburn, MA O1801 (the "Company"), and Blackbridge Capital Growth Fund, LLC, a Delaware limited liability company, with its address at 450 7th Ave, Suite 609, New York, NY 10123 (the 'Buyer").
This SECURITIES PURCHASE AGREEMENT (the "Agreement"), dated as of June 23, 2016 by and between SPO Global Inc., a Delaware corporation, with headquarters located at 800 W Cummings Park, Suite 2000, Woburn, MA O1801 (the "Company"), and Blackbridge Capital Growth Fund, LLC, a Delaware limited liability company, with its address at 450 7th Ave, Suite 609, New York, NY 10123 (the 'Buyer").
October 24th, 2016 · Common Contracts · 5 similar HC Government Realty Trust, Inc. – ORCHARD SECURITIES, LLC
April 7th, 2021 · Common Contracts · 5 similar Hoop Street Center I Corp – 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.
February 5th, 2020 · Common Contracts · 5 similar Investment Grade R.E. Income Fund, L.P. – EMERSON EQUITY, LLC FORM OF DEALER MANAGER AGREEMENT January 24, 2020 Investment Grade R.E. Income Fund, LP (the “Company”) a Delaware, limited partnership. The Company proposes to offer up to 40,000 units (the “Offering”) of limited partnership units of the Company (the “Units”). Each Unit will be sold at a public offering price of $1,000 per Unit.
March 21st, 2017 · Common Contracts · 4 similar Dakota Real Estate Investment Trust – Dakota Real Estate Investment Trust Selling Agency Agreement for Beneficial Interests Class A Voting Shares and Class B Non-Voting Shares This Selling Agency Agreement (the “Agreement”) is made as of this day of , 2017, by and between DAKOTA REAL ESTATE INVESTMENT TRUST, a North Dakota Business Trust with its principal office at 3003 32nd Avenue South, Suite 250, Fargo, North Dakota, 58103 (the “Trust”), and the securities broker/dealer executing this Agreement (“Selling Agent”) with its principal office at the address specified on the signature page hereof.
This Selling Agency Agreement (the “Agreement”) is made as of this day of , 2017, by and between DAKOTA REAL ESTATE INVESTMENT TRUST, a North Dakota Business Trust with its principal office at 3003 32nd Avenue South, Suite 250, Fargo, North Dakota, 58103 (the “Trust”), and the securities broker/dealer executing this Agreement (“Selling Agent”) with its principal office at the address specified on the signature page hereof.