Form of Participating Dealers Agreement BOUSTEAD SECURITIES, LLC 6 Venture, Suite 325 Irvine, CA 92618 949-295-1580 PARTICIPATING DEALER AGREEMENT for Shares in Allied Corp.Participating Dealer Agreement • June 11th, 2021 • Allied Corp. • Retail-catalog & mail-order houses • California
The undersigned, Boustead Securities, LLC, a California limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “Engagement Letter”) with Allied Corp., a Nevada corporation (the “Company”), for the sale (the “Offering”) of up to $20,000,000 in 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 licensed securities dealers (a “Dealer” if singular or the “Dealers” if plural) for the purpose of soliciting offers for the purchase of the Shares. The Underwriting Agreement is attached hereto as Exhibit A. The Company has prepared and filed an Offering Statement on Form 1-A, File No. __________ (together with all amendments thereto, the “Offering Statement”) with the Securities and Exchange Commission (“SEC”). The date the Offering Statement is qualified by SEC shall be referred to herein as the “Qualification Date
Form of Boustead Warrant AgreementWarrant Agreement • June 11th, 2021 • Allied Corp. • Retail-catalog & mail-order houses • California
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES BY HIS, HER OR ITS ACCEPTANCE HEREOF, THAT SUCH HOLDER WILL NOT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING STATEMENT: (A) SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT TO ANYONE OTHER THAN OFFICERS OR PARTNERS OF BOUSTEAD SECURITIES, LLC, EACH OF WHOM SHALL HAVE AGREED TO THE RESTRICTIONS CONTAINED HEREIN, IN ACCORDANCE WITH FINRA CONDUCT RULE 5110(G)(1), OR (B) CAUSE THIS PURCHASE WARRANT OR THE SECURITIES ISSUABLE HEREUNDER TO BE THE SUBJECT OF ANY HEDGING, SHORT SALE, DERIVATIVE, PUT OR CALL TRANSACTION THAT WOULD RESULT IN THE EFFECTIVE ECONOMIC DISPOSITION OF THIS PURCHASE WARRANT OR THE SECURITIES HEREUNDER, EXCEPT AS PROVIDED FOR IN FINRA RULE 5110(G)(2).
OPTION TO PURCHASE ASSET AGREEMENTOption to Purchase Asset Agreement • June 11th, 2021 • Allied Corp. • Retail-catalog & mail-order houses • Nevada
This Option to Purchase Asset Agreement (this “Agreement”), effective as of April 30, 2021 but executed on May 11, 2021 (the “Execution Date”, is entered into between Marapharm Las Vegas LLC, a Nevada limited liability company (“Seller”), and Allied US Products, LLC, a Nevada limited liability company (“Buyer”).
