September 16, 2022
Exhibit 6.1.4.2
September 16, 2022
Xxxx Gallery LLC
0 Xxxxxxxx Xxxxxx, 0xx Xxxxx
Xxx Xxxx, XX 00000
Attention: Xxxxx Xxxxxxxx, President, Xxxx Xxxxxx, Inc.
Re:
Amendment No. 1 to Secondary Market Transactions Engagement Letter (this “Amendment”)
Dear Xxxxx:
This letter confirms the amendment to the agreement (the “Agreement”), dated April 29, 2021, between Dalmore Group, LLC, a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”) and the Securities Industry Protection Corporation (“SIPC”; “Dalmore” or “we” or “us”) and Xxxx Gallery LLC (the “Issuer” or “you”) as follows:
1.
Amendment. The second bullet point of Section 2 is hereby amended as follows:
“a
commission of up to five percent (5%) of the gross proceeds (up to 2.5% from
the buyer and up to 2.5% from the seller involved in a Transaction) received
related to sales of the Securities, such specific percentage as disclosed on
the web- and mobile-app-based platform called Xxxxxx.xxx, payable monthly as billed by Xxxxxxx to a
commission account that will be established by Xxxxxxx at the designated paying
agent used by the Issuer or directly by ACH or wire transfer of immediately
available funds. For avoidance of doubt, the fee shall not be
payable in the event a closing of a Transaction does not occur.”
2.
Miscellaneous. Dalmore and the Issuer hereby ratify and affirm each of the terms and provisions of the Agreement, as amended hereby, which shall remain in full force and effect. This letter constitutes the entire amendment to the Agreement and shall not constitute a modification, acceptance and/or waiver of any other provision of the Agreement and/or any rights or claims thereunder. In the event of a conflict between any provisions of the Agreement and any provisions of this letter, such provision of this letter shall control. The Agreement, as amended by this letter, comprises the full and complete agreement with respect to the transactions contemplated by the Agreement and supersedes and cancels all prior communications, understandings and agreements between the parties, whether written or oral, expressed or implied. This letter shall be governed by and construed and interpreted in accordance with the substantive laws of the State of New York, without regard to conflict of laws principles. This letter may be executed in multiple counterparts, each of which will be deemed an original, and all of which will constitute the same document.
Please confirm that the foregoing correctly and completely sets forth our understanding by signing and returning to us the enclosed duplicate of this engagement agreement.
Sincerely,
DALMORE GROUP LLC
By /s/ Xxxx Xxxxxx
Xxxx Xxxxxx
Chairman
Xxxxxx and accepted as of the date first above written.
XXXX GALLERY LLC
By: Xxxx Xxxxxx, Inc., Managing Member
By /s/ Xxxxx Xxxxxxxx
Xxxxx Xxxxxxxx
President
