Ex1sa-1-undr-agmt Sample Contracts

FORM OF AMENDED AND RESTATED ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERS
Letter and Agreement • October 26th, 2021 • Masterworks 074, LLC • Retail-retail stores, nec • New York

This amended and restated engagement letter and agreement among co-managers (the “Agreement”) amends and replaces the engagement letter dated [ ] in its entirety and confirms the terms and conditions upon which Masterworks [ ], LLC, a Delaware limited liability company with an address at 53 Beach St., 2nd Floor, NY, NY 10013 (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.io (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid

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Broker-Dealer Agreement
Broker-Dealer Agreement • July 30th, 2021 • TriplePulse, Inc. • Food and kindred products

This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between TriplePulse, Inc. (“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 May 26, 2021 (the “Effective Date”):

POSTING AGREEMENT
Posting Agreement • January 31st, 2022 • TriplePulse, Inc. • Food and kindred products • California

[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).

ENTORO SECURITIES, LLC – REG A - PLACEMENT AGENT AGREEMENT
Placement Agent Agreement • March 31st, 2023 • VictoryBase Corp • Real estate • Texas

Advance on Expenses: $10,000, covers due diligence expenses, technology platform setup costs, other necessary support. Refundable to extent not used.

AMENDMENT TO EXCLUSIVE PLACEMENT AGENCY AGREEMENT
Exclusive Placement Agency Agreement • June 24th, 2019 • TerraCycle US Inc. • Refuse systems

Amendment dated June 20, 2019 (the “Amendment”) to Placement Agency Agreement made as of August 14, 2017 (the “Agreement”), between TerraCycle US Inc., a Delaware corporation (the “Company”), and Strategic Capital Investments, LLC, a Michigan limited liability company (the “Placement Agent”).

Contract
Collectable Sports Assets, LLC • March 14th, 2022 • Retail-retail stores, nec

[***] Certain information in this document has been excluded pursuant to the Instruction to Item 17 of Form 1-A. Such excluded information is not material, is the type that the registrant treats as private or confidential and would likely cause competitive harm to the registrant if publicly disclosed.

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