ex1a-1-undr-agmt Sample Contracts

April 4th, 2016 · Common Contracts · 171 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).

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March 7th, 2019 · Common Contracts · 131 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.

March 7th, 2019 · Common Contracts · 128 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 _____________________________________________________________.

April 1st, 2021 · Common Contracts · 54 similar
Home Bistro, Inc. /NV/Broker-Dealer Agreement

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Home Bistro, Inc. (“Client”), a Nevada 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 February 23, 2021 (the “Effective Date”):

May 13th, 2019 · Common Contracts · 25 similar
Contact Gold Corp.UNDERWRITING AGREEMENT

To: Raymond James Ltd., Raymond James (USA) Ltd., Cormark Securities Inc. and Cormark Securities (USA) Ltd. (collectively, the “Underwriters”)

March 3rd, 2021 · Common Contracts · 22 similar
Piestro, Inc.POSTING AGREEMENT

[________________][COMPANY], a [_______________][STATE] [______________][ENTITY] located at [_______________________________][ADDRESS] (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its [______________][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).

March 25th, 2021 · Common Contracts · 21 similar
Airto, IncSI Securities, LLC 61 Broadway, Suite 1705 New York, NY 10006

THIS AGREEMENT is entered into as of_____________(the “Effective Date”) by and among ______________(the “Company”) and SI Securities, LLC (“SI Securities”, and together with Company, the “Parties”) regarding its proposed offering of equity, convertible debt, or any other type of financing (the “Securities”) pursuant to Regulation A under Section 3(b) of the Act (the “Offering”) on the terms and subject to the conditions contained herein (the “Agreement”).

March 18th, 2020 · Common Contracts · 19 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.

March 20th, 2019 · Common Contracts · 16 similar
Los Angeles Drive, Inc.SOLICITATION AGREEMENT Private Debt, Equity, and Hybrid Securities

THIS AGREEMENT is entered into as of March 4, 2019 by and among Los Angeles Drive, 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.

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

April 18th, 2019 · Common Contracts · 14 similar
New York Bodega Cats, Inc.Contract
October 26th, 2020 · Common Contracts · 14 similar
Sugarfina CorpPOSTING 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).

March 7th, 2019 · Common Contracts · 13 similar
Philadelphia Powderkegs, Inc.Contract
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”):

March 13th, 2019 · Common Contracts · 12 similar
CRL Team 12, Inc.SOLICITATION AGREEMENT Private Debt, Equity, and Hybrid Securities

THIS AGREEMENT is entered into as of _____________ by and among CRL Team 12, 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”).

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”).

October 22nd, 2020 · Common Contracts · 12 similar
Compound Projects, LLCFIRST 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.

April 22nd, 2019 · Common Contracts · 12 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.

September 30th, 2019 · Common Contracts · 11 similar
Fat Brands, IncFAT 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

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”).

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”).

January 22nd, 2018 · Common Contracts · 9 similar
BioLife4D CorpContract
December 23rd, 2020 · Common Contracts · 9 similar
Worthy Financial, IncContract
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:

March 26th, 2018 · Common Contracts · 8 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).

March 7th, 2019 · Common Contracts · 8 similar
Florida Mangos Wild, Inc.Contract
September 1st, 2020 · Common Contracts · 7 similar
Red Oak Capital Intermediate Income Fund, LLCDate: _____________ , 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”).

November 16th, 2017 · Common Contracts · 6 similar
Cottonwood Multifamily Opportunity Fund, Inc.COTTONWOOD MULTIFAMILY OPPORTUNITY FUND, INC. Salt Lake City, Utah 84121 November 16, 2017

This letter confirms and comprises the agreement (this “Agreement”) between Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”), Cottonwood Capital Property Management II, LLC, a Delaware limited liability company (“Cottonwood Management”) and Orchard Securities, LLC (the “Managing Broker-Dealer”), regarding the offering and sale (the “Offering”) by the Company of up to $50,000,000 in common stock (the “Shares”) pursuant to the Cottonwood Multifamily Opportunity Fund, Inc. offering circular dated November 16, 2017 (the “Offering Statement”).

July 11th, 2017 · Common Contracts · 5 similar
Cottonwood Multifamily Reit Ii, Inc.ORCHARD SECURITIES, LLC
May 2nd, 2016 · Common Contracts · 5 similar
Cf Fund Ii, LLCLIMITED 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.

April 27th, 2017 · Common Contracts · 5 similar
Secured Real Estate Income Fund II, LLCSECOND 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.

January 24th, 2017 · Common Contracts · 5 similar
SPO Global IncSECURITIES 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").

December 8th, 2016 · Common Contracts · 5 similar
Blue Sky Group Holdings, Inc.Subscription Agreement
September 1st, 2020 · Common Contracts · 5 similar
Escalate Wealth REIT IEscalate Wealth REIT I, Inc. Shares of Common Stock DEALER MANAGER AGREEMENT

THIS AGREEMENT is entered into as of August 17, 2020 by and among Escalate Wealth REIT I, Inc. (the “Company”), Escalate Wealth, LLC (the “Advisor”) and North Capital Private Securities Corporation (“NCPS” or the “Dealer Manager”) in connection with the offering and sale by the Company of up to $50,000,000 of shares of common stock of the Company (the “Shares”), subject to increase at the option of the Company, to “qualified investors” 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.