ex1a-1-undr-agmt Sample Contracts

Piestro, Inc.POSTING AGREEMENT (March 3rd, 2021)

[________________][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).

Enosi Life Sciences Corp.Broker-Dealer Agreement (March 2nd, 2021)

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Enosi Life Sciences, Corp. (“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 July 16, 2020 (the “Effective Date”):

Gin & Luck Inc.New York, NY 10006 (February 22nd, 2021)

THIS AGREEMENT is entered into as of 8/10/2020 (the "Effective Date") by and among Gin & Luck (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”).

Grit BXNG at Home, Inc.AMENDED AND RESTATED OFFERING LISTING AGREEMENT (February 19th, 2021)

This Amended & Restated Offering Listing Agreement (this “Agreement”) is effective as of November 3, 2020, (the “Effective Date”) by and among GRIT BXNG AT HOME, 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”.

Robot Cache US Inc.OFFERING LISTING AGREEMENT (February 18th, 2021)

This Offering Listing Agreement (this “Agreement”) is effective this February 1, 2021 (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”.

Hoop Street Center I CorpMANAGEMENT SERVICES AGREEMENT (February 18th, 2021)

This Management Services Agreement (“Agreement”) is entered into this ___ day of ____, 2020 by and between Hoop Street Center I Corporation, an Arizona corporation with a principal place of business at 20715 S 184th Place, Queen Creek, AZ 85142 (“Hoop Street Center I”) and Hoop Street, LLC., an Arizona limited liability company with a principal place of business at 20715 S 184th Place, Queen Creek, AZ 85142 (“Manager”)

Hoop Street Center I CorpSUBSCRIPTION AGREEMENT (February 18th, 2021)

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.

Uncommon Giving CorpBroker-Dealer Agreement (February 12th, 2021)

This agreement (together with exhibits and schedules, the "Agreement") is entered into by and between Uncommon Giving Corporation, a Delaware corporation ("Client"), 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 June 25, 2020 (the "Effective Date"):

Jet Token Inc.POSTING AGREEMENT (February 10th, 2021)

[Jet Token Inc. ][COMPANY], a [Delaware][STATE] [Corporation ][ENTITY] located at [10845 Griffith Peak Dr. Las Vegas, NV][ADDRESS] (the “Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its [Non-Voting Common Stock ][SECURITIES], (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).

Seismic Capital CoAMENDED AND RESTATED EXCLUSIVE PLACEMENT AGENCY AGREEMENT (February 9th, 2021)

This Amended and Restated Placement Agency Agreement (this “Agreement”) is made as January 26, 2021 between Seismic Capital Company, a Delaware corporation (the “Company”), and C2M Securities, LLC, a Virginia limited liability company (the “Placement Agent”).

Innovega Inc.SI Securities, LLC (February 4th, 2021)
Rentberry Inc.POSTING AGREEMENT (February 2nd, 2021)

[Rentberry, Inc. ][COMPANY], a [Delaware ][STATE] [Corporation ][ENTITY] located at [201 Spear Street, San Francisco, CA 94105 ][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 Shares ][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).

Future Acres, Inc.SI Securities, LLC (January 29th, 2021)
Robot Cache US Inc.OFFERING LISTING AGREEMENT (January 28th, 2021)

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”.

MCI Income Fund V, LLCMANAGING BROKER DEALER AGREEMENT (January 27th, 2021)

As of [DATE] (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between MCI INCOME FUND V, LLC, a Delaware limited liability company (the “Company”), and INTERNATIONAL ASSETS ADVISORY, LLC, a Florida limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Company of preferred limited liability company interests in the Company (“Securities”) in the Company (“the “Offering”). The Securities will be offered during a period commencing and ending on such dates as set forth in the Offering Statement and Offering Circular (the “Offering Period”) for the Offering that shall be prepared by the Company, as either may be supplemented and amended (together with all exhibits or schedules thereto, the “Offering Document”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Offering Document.

MCI Income Fund V, LLCSOLICITING DEALER AGREEMENT FOR (January 27th, 2021)

The undersigned, International Assets Advisory, LLC a Florida limited liability company (the “Managing Broker Dealer”), has entered into an agreement (the “Managing Broker Dealer Agreement”) with MCI Income Fund V, LLC, a Delaware limited liability company (the “Company”), in connection with the offering and sale by the Company of Securities in the Company (“the “Offering”) 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 “Dealers”) for the purpose of soliciting offers for the purchase of the Securities. A copy of the Managing Broker Dealer Agreement is attached as Exhibit A. The terms of the Offering are set forth in the Offering Statement and Offering Circular, as may be supplemented or amended from time to time (collectively the “Offering Documents”). The Securities will be offered during a period commencing on the effective date of the Offering Documents and continui

Black Unicorn FactoryBLACK UNICORN FACTORY SUBSCRIPTION AGREEMENT (January 26th, 2021)

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.

Scopus BioPharma Inc.UNDERWRITING AGREEMENT (January 26th, 2021)

The undersigned, Scopus BioPharma Inc., a Delaware corporation (the “Company”), hereby confirms its agreement (this “Agreement”) with The Benchmark Company, LLC (hereinafter the “Representative”) and with the other underwriters named on Schedule 1 hereto for which the Representative is acting as representative (the Representative and such other underwriters being collectively called the “Underwriters” or, individually, an “Underwriter”) as follows:

Ark7 Properties LLCBroker-Dealer Agreement (January 22nd, 2021)

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Ark7 Properties LLC. (“Client”), a Delaware Limited Liability Company, 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 July 23, 2020 (the “Effective Date”):

Boxabl Inc.Broker-Dealer Agreement (January 22nd, 2021)

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Boxabl, 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 August 18, 2020 (the “Effective Date”):

Manufactured Housing Properties Inc.MANUFACTURED HOUSING PROPERTIES INC. MANAGING BROKER DEALER AGREEMENT (January 21st, 2021)

As of {effective date} (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between Manufactured Housing Properties Inc., a Nevada corporation (the “Issuer”), and Arete Wealth Management, LLC, an Illinois limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Issuer of up to 50,000 shares of Series C Preferred Stock of the Issuer (the “Securities”) for a maximum offering of up to $50,000,000. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Issuer’s offering circular dated {OFFERING CIRCULAR DATE}, including the exhibits thereto and as may be supplemented or amended from time to time (the “Offering Circular” with therein referenced securities offering constituting the “Offering”).

Piestro, Inc.POSTING AGREEMENT (January 20th, 2021)

[________________][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).

Gryphon Online Safety, Inc.SI Securities, LLC (January 19th, 2021)
American Hospitality Properties REIT, Inc.REGULATION A+ OFFERING RESTATED ENGAGEMENT AGREEMENT (January 13th, 2021)

The purpose of this restated and amended engagement agreement (the “Agreement”) is to outline our agreement in principle pursuant to which KCD Financial, Inc. ( “KCD” or “Dealer Manager”) will act as the lead managing Dealer Manager in connection with a best efforts qualified Regulation A+ Tier 2 offering by American Hospitality Properties REIT, Inc., a Delaware corporation (the “Company”), of up to $50,000,000 of shares of common stock (the “Shares”) to the public at $10.00 per share as more fully described in the Company’s offering circular dated July 23, 2019 (the “Offering Circular” or “OC”) filed with the Securities and Exchange Commission pursuant to Rule 253(g)(2).

Miso Robotics, Inc.Broker-Dealer Agreement (January 13th, 2021)

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Miso Robotics, 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 December 5, 2020 (the “Effective Date”):

Future Labs V, Inc.POSTING AGREEMENT (January 11th, 2021)

[________________][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).

Trilogy Multifamily Income & Growth Holdings I, LLCTRILOGY MULTIFAMILY INCOME & GROWTH HOLDINGS I, LLC MANAGING BROKER DEALER AGREEMENT (January 8th, 2021)

As of {EFFECTIVE DATE} (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between Trilogy Multifamily Income & Growth Holdings I, LLC, a Delaware limited liability company (the “Issuer”), and Arete Wealth Management, LLC, an Illinois limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Issuer of up to 50,000 Bonds of the Issuer (the “Securities”) for a maximum offering of up to $50,000,000. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Issuer’s offering circular dated {OFFERING CIRCULAR DATE}, including the exhibits thereto and as may be supplemented or amended from time to time (the “Offering Circular” with therein referenced securities offering constituting the “Offering”).

GolfSuites 1, Inc.Broker-Dealer Agreement (January 8th, 2021)

This amended 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 of December 29, 2020 (the “Effective Date”):

Grit BXNG at Home, Inc.OFFERING LISTING AGREEMENT (December 23rd, 2020)

This Offering Listing Agreement (this “Agreement”) is effective this November 3, 2020, (the “Effective Date”) by and among GRIT BXING at Home LLC, a Delaware limited liability company (“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”.

Lighthouse Life Capital, LLCLIGHTHOUSE LIFE CAPITAL, LLC managing broker-dealer AGREEMENT (December 15th, 2020)

Lighthouse Life Capital, LLC , a Delaware limited liability company (the “Company”), is qualifying for the public sale of a maximum of its 8.5% senior beacon bonds or Class A Bonds, and its 6.5% senior beacon bonds, or Class B Bonds (the “Bonds”), pursuant to an exemption from registration under Regulation A (“Regulation A”) promulgated by the Securities and Exchange Commission (“SEC”) pursuant to the Securities Act of 1933 (the “Securities Act”), at the purchase price per Bond set forth in the Offering Statement (as defined below) (the “Offering”). The Company desires to appoint International Assets Advisory LLC (“IAA”), a Florida limited liability company, as managing broker-dealer for the Offering (the “Managing Broker-Dealer”) on the terms and conditions described herein. The Managing Broker-Dealer shall have the right to enter into (i) Participating Dealer Agreements substantially in the form attached to this Managing Broker-Dealer Agreement (this “Agreement”) as “Exhibit B” with

370 Markets LLCBROKER-DEALER SERVICES AGREEMENT WITH DALMORE GROUP, LLC (December 14th, 2020)

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between 370 Markets, LLC (“Client”), a Delaware Limited Liability Company, 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 August 28, 2020 (the “Effective Date”):

Seismic Capital CoEXCLUSIVE PLACEMENT AGENCY AGREEMENT (November 27th, 2020)

This Placement Agency Agreement (this “Agreement”) is made as November 13, 2020 between Seismic Capital Company, a Delaware corporation (the “Company”), and C2M Securities, LLC, a Virginia limited liability company (the “Placement Agent”). The Placement Agent and the Company agree:

Ryca International, Inc.POSTING AGREEMENT (November 25th, 2020)

[ RYCA International, Inc.][COMPANY], a[ Delaware][STATE] [C-Corp][ENTITY] located at [ 8300 McConnell Ave., Los Angeles, CA 90045 [ADDRESS] (the”Company”), proposes, subject to the terms and conditions contained in this Posting Agreement (this “Agreement”), to issue and sell shares of its [Class A Common Stock][SECURITIES], $ price 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).

American Hospitality Properties REIT, Inc.REGULATION A+ OFFERING ENGAGEMENT AGREEMENT (November 17th, 2020)

The purpose of this engagement agreement (the “Agreement”) is to outline our agreement in principle pursuant to which KCD Financial, Inc. ( “KCD” or “Dealer Manager”) will act as the lead managing Dealer Manager in connection with a best efforts qualified Regulation A+ Tier 2 offering by American Hospitality Properties REIT, Inc., a Delaware corporation (the “Company”), of up to $50,000,000 of shares of common stock (the “Shares”) to the public at $10.00 per share as more fully described in the Company’s offering circular dated July 23, 2019 (the “Offering Circular” or “OC”) filed with the Securities and Exchange Commission pursuant to Rule 253(g)(2).

Trilogy Multifamily Income & Growth Holdings I, LLCTRILOGY MULTIFAMILY INCOME & GROWTH HOLDINGS I, LLC MANAGING BROKER DEALER AGREEMENT (November 13th, 2020)

As of {EFFECTIVE DATE} (the “Effective Date”), this MANAGING BROKER DEALER AGREEMENT (the “Agreement”) is made by and between Trilogy Multifamily Income & Growth Holdings I, LLC, a Delaware limited liability company (the “Issuer”), and Arete Wealth Management, LLC, an Illinois limited liability company (the “Managing Broker Dealer”), in connection with the offering and sale by the Issuer of up to 50,000 Bonds of the Issuer (the “Securities”) for a maximum offering of up to $50,000,000. Capitalized terms not otherwise defined herein shall have the meanings given to such terms in the Issuer’s offering circular dated {OFFERING CIRCULAR DATE}, including the exhibits thereto and as may be supplemented or amended from time to time (the “Offering Circular” with therein referenced securities offering constituting the “Offering”).