Ex1a-1-undr-agmt Sample Contracts
BEAUTYKIND HOLDINGS INC. COMMON STOCK PURCHASE WARRANTWarrant Agreement • April 4th, 2016 • BeautyKind Holdings, Inc. • Perfumes, cosmetics & other toilet preparations • New York
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).
Standard Contracts
ALLEGIANCY, LLC COMMON STOCK PURCHASE WARRANTCommon Stock Purchase Warrant • December 17th, 2015 • Allegiancy, LLC • Real estate • New York
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 Allegiancy, 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).
FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERSEngagement Letter and Agreement Among Co-Managers • December 7th, 2022 • Masterworks 183, LLC • Retail-retail stores, nec • New York
This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 183, LLC, a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, NY, NY 10281 (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.com (the “Masterworks Platform”). Compensation to the Co-Managers payable hereunder shall be paid by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability c
FORM OF ENGAGEMENT LETTEREngagement Letter • September 29th, 2021 • Masterworks 084, LLC • Retail-retail stores, nec • New York
This engagement letter (the “Agreement”) confirms the terms upon which Masterworks 084, LLC (the “Client;” “Masterworks 084”) engages Independent Brokerage Solutions LLC (the “Financial Adviser;” “IndieBrokers”). IndieBrokers is engaged to act as the exclusive underwriter to the Client in connection with a Regulation A Offering (as defined below) of securities on behalf of Client (the “Potential Transaction”).
Broker-Dealer AgreementBroker-Dealer Agreement • July 21st, 2022 • Puraverde Inc.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Puraverde, LLC (“Client”), a Oklahoma 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 November 2, 2021 (the “Effective Date”):
SUBSCRIPTION AGREEMENTSubscription Agreement • March 7th, 2019 • Florida Mangos Wild, Inc. • Utah
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.
FIRST AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF COMPOUND PROJECTS, LLCLimited Liability Company Agreement • October 22nd, 2020 • Compound Projects, LLC • Real estate • Delaware
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.
Broker-Dealer AgreementBroker-Dealer Agreement • October 21st, 2024 • RoyaltyTraders LLC • Services-computer processing & data preparation
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between RoyaltyTraders LLC (“Client”), and Dalmore Group, LLC., a Delaware Limited Liability Company (“Dalmore”). Client and Dalmore agree to be bound by the terms of this Agreement, effective as 10-14-2024 (the “Effective Date”):
POSTING AGREEMENTPosting Agreement • June 7th, 2024 • Acme Atronomatic Inc • California
ACME AtronOmatic, Inc., a Delaware Corporation located at 111 W. Jefferson St. Suite 200, Orlando, FL 32801 (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, $0.0001 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).
ESCROW AGREEMENTEscrow Agreement • June 20th, 2024 • Angel Studios, Inc. • Services-video tape rental • New York
This Escrow Agreement (this “Agreement”), effective as of the effective date set forth on the signature page hereto (“Effective Date”), is entered into by the following:
ContractCommon Stock Purchase Warrant • July 15th, 2020 • Worksport, LTD • Motor vehicle parts & accessories • Nevada
THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THIS WARRANT AND THE SHARES ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT OR APPLICABLE EXEMPTION OR SAFE HARBOR PROVISION.
AMENDED AND RESTATED SOLICITATION AGREEMENTSolicitation Agreement • April 22nd, 2019 • Atlanta Hot Wings, Inc. • Services-amusement & recreation services • Delaware
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.
EMERSON EQUITY, LLC FORM OF DEALER MANAGER AGREEMENT March 16, 2020Dealer Manager Agreement • July 20th, 2020 • Investment Grade R.E. Income Fund, L.P. • Real estate • California
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.
SI Securities, LLCOffering Agreement • July 19th, 2021 • Basil Street Cafe, Inc. • New York
Starfighters Space, Inc. Maximum: 9,749,303 Shares of Common Stock SELLING AGENCY AGREEMENTSelling Agency Agreement • August 16th, 2024 • Starfighters Space, Inc. • Air transportation, scheduled • New York
Starfighters Space, 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 9,749,303 shares of common stock, $0.00001 par value per share (the "Common Stock"), of the Company to investors (collectively, the "Investors"), at a purchase price of $3.59 per Share (the "Purchase Price"), in an offering (the "Offering") pursuant to Regulation A through Digital Offering, LLC (the "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).
POSTING AGREEMENTPosting Agreement • October 26th, 2020 • Sugarfina Corp • Retail-food stores • California
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).
CNS PHARMACEUTICALS, INC. Minimum: 1,000,000 Shares of Common Stock Maximum: 2,500,000 Shares of Common Stock $0.001 par value per share UNDERWRITING AGREEMENTUnderwriting Agreement • September 10th, 2018 • CNS Pharmaceuticals, Inc. • Pharmaceutical preparations • New York
CNS Pharmaceuticals, Inc., a Nevada corporation (the “Company”), proposes, subject to the terms and conditions contained in this Underwriting Agreement (this “Agreement”), to issue and sell a minimum of 1,000,000 shares (the “Minimum Subscription”) and up to a maximum of 2,500,000 shares (the “Maximum Subscription”) of its common stock, $0.001 par value per share (the “Common Stock”), to investors (collectively, the “Investors”) in an initial public offering pursuant to Regulation A through you as underwriter (the “Underwriter”), acting on a best efforts basis only, in connection with such sales. The shares of Common Stock to be sold in this offering up to the Maximum Subscription are referred to herein as the “Shares.” The Shares are more fully described in the Offering Statement (as hereinafter defined). The Company has also agreed to grant the Underwriter an option for a period of 45 days to purchase up to an additional 15% of the total number of Shares being offered in the Offering
SOLICITATION AGREEMENT Private Debt, Equity, and Hybrid SecuritiesSolicitation Agreement • March 13th, 2019 • Seattle Emerald Haze, Inc. • Delaware
THIS AGREEMENT is entered into as of _____________ by and among Seattle Emerald Haze, 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.
Philadelphia Powderkegs, Inc. / The Crown League, LLC SECURITY AGREEMENTSecurity Agreement • March 7th, 2019 • Philadelphia Powderkegs, Inc. • Utah
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”).
Florida Mangos Wild, Inc. / The Crown League, LLC COMITMENT FOR FUTURE ADVANCESCommitment for Future Advances • March 7th, 2019 • Florida Mangos Wild, Inc. • Utah
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”).
Denver Moguls, Inc. / The Crown League, LLC SHARE ACQUISITION LOANShare Acquisition Loan • March 7th, 2019 • Denver Moguls, Inc. • Utah
In exchange for 416,600 Class A Units (the “Class A Units”) of The Crown League, LLC, a Delaware limited liability company (the “Holder”), the Denver Moguls, Inc., a Delaware corporation, (“Debtor”), promises to pay to Holder the principal sum of $2,500,000.00, plus all interest that accrues hereon (the “Note”). This Note is being entered into simultaneously with a Commitment for Future Advances between Debtor and Holder pursuant to which Debtor has agreed to advance Holder $3,200,000 on or before December 31, 2020 (the “Commitment for Future Advances”).
ESCROW AGREEMENT FOR CONTINGENT SECURITIES OFFERINGEscrow Agreement • March 7th, 2019 • Florida Mangos Wild, Inc. • Delaware
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 _____________________________________________________________.
FAT BRANDS INC. Maximum 1,200,000 Shares of Series B Cumulative Preferred Stock 720,000 Warrants SELLING AGENCY AGREEMENTSelling Agency Agreement • September 30th, 2019 • Fat Brands, Inc • Retail-eating places • New York
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
SELLING AND DISTRIBUTION AGREEMENTSelling and Distribution Agreement • March 8th, 2017 • MogulREIT II, Inc. • Real estate investment trusts • Delaware
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”).
POSTING AGREEMENTPosting Agreement • May 19th, 2017 • Sondors, Inc. • Motorcycles, bicycles & parts • New York
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”).
FORM OF ENGAGEMENT LETTER AND AGREEMENT AMONG CO-MANAGERSEngagement Letter and Agreement Among Co-Managers • December 6th, 2021 • Masterworks 045, LLC • Retail-retail stores, nec • New York
This engagement letter and agreement among co-managers (the “Agreement”) confirms the terms and conditions upon which Masterworks 045, LLC, a Delaware limited liability company with an address at 225 Liberty Street, 29th Floor, NY, NY 10281 (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 by Masterworks Investor Services, LLC (“Masterworks”), a Delaware limited liability co
ENTORO SECURITIES, LLC – REG A - PLACEMENT AGENT AGREEMENTPlacement Agent Agreement • April 26th, 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.
Date: Crescent Securities Group, Inc. Suite 820 Plano TX 75093 Re: Managing Broker-Dealer/Underwriter Agreement-Red Oak Capital Fund VI Bond Offering Ladies and Gentlemen:Managing Broker-Dealer/Underwriter Agreement • December 14th, 2022 • Red Oak Capital Fund VI, LLC • Real estate • Michigan
This letter sets forth the agreement (“Agreement”) among Red Oak Capital Fund VI, 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 $35,000,000 of Bonds (the “Securities”) to be issued by the Company (the “Offering”).
UNDERWRITING AGREEMENT SOLITON, INC.Underwriting Agreement • August 30th, 2018 • Soliton, Inc. • Surgical & medical instruments & apparatus • California
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:
Broker-Dealer AgreementBroker-Dealer Agreement • November 29th, 2017 • Bitzumi, Inc.
This agreement (together with exhibits and schedules, the “Agreement”) is entered into by and between Bitzumi, Inc. (“Client”) a Delaware 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 of October 24, 2017 (the “Effective Date”):
OFFERING LISTING AGREEMENTOffering Listing Agreement • January 28th, 2021 • Robot Cache US Inc. • Services-prepackaged software • New York
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”.
ORCHARD SECURITIES, LLC LEHI, UTAH 84043 FORM OF SOLICITING DEALER AGREEMENT for Shares in Cottonwood Multifamily Opportunity Fund, Inc.Soliciting Dealer Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah
The undersigned, Orchard Securities, LLC, a Utah limited liability company (the “Managing Broker-Dealer”), has entered into an agreement (the “MBD Agreement”) with Cottonwood Multifamily Opportunity Fund, Inc., a Maryland corporation (the “Company”) for the sale (the “Offering”) of up to $50,000,000 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 securities dealers (the “Selling Group Members”) for the purpose of soliciting offers for the purchase of the Shares. The MBD Agreement is attached as Exhibit A. The terms of the Offering are set forth in the Cottonwood Multifamily Opportunity Fund, Inc. Offering Statement dated [____________ __], 20[__] (the “Offering Statement”). The date the Offering Statement is qualified by the Securities and Exchange Commission (the “SEC”) shall be referred to herein as the “Qualification Date.” The Shares wi
Mr. Jeffrey Cocks Chairman Nevada Canyon Gold Corporation Reno, Nevada 89502 Re: Engagement Agreement Dear Jeff:Engagement Agreement • August 12th, 2022 • Nevada Canyon Gold Corp. • Gold and silver ores • California
This engagement letter agreement (this “Agreement”) sets forth the terms under which Digital Offering LLC, a FINRA and SEC registered broker-dealer (“we” or “Digital Offering”), is being engaged to perform administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services for Nevada Canyon Gold Corporation (“you” or the “Company” and, together with Digital Offering, the “Parties”) in connection with a proposed best efforts Regulation A offering by the Company of its securities (the “Securities”) which Securities may be convertible preferred stock, common stock, convertible debt or other securities and may be in the form of units that include warrants in each case as determined by the Company after consultation with Digital Offering.
COTTONWOOD MULTIFAMILY OPPORTUNITY FUND, INC. Salt Lake City, Utah 84121 November 16, 2017Managing Broker-Dealer Agreement • November 16th, 2017 • Cottonwood Multifamily Opportunity Fund, Inc. • Real estate investment trusts • Utah
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”).
MODIV INC. Shares of Class C Common Stock DEALER MANAGER AGREEMENTDealer Manager Agreement • June 29th, 2021 • Modiv Inc. • Real estate investment trusts • Delaware
THIS DEALER MANAGER AGREEMENT is entered into and effective as of [ ___], 2021, by and between Modiv Inc., formerly known as RW Holdings NNN REIT, Inc. (the “Company”), and North Capital Private Securities Corporation (“NCPS” or the “Dealer Manager”, and, together with the Company, the “Parties”) in connection with the offering and sale by the Company of up to $75,000,000 of shares of Class C Common Stock of the Company, subject to increase at the option of the Company (the “Shares”), to “qualified purchasers” 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.
