American Rebel Holdings, Inc. Maximum: 2,666,666 Shares of Series C Redeemable Convertible Preferred Stock $0.001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • March 22nd, 2024 • American Rebel Holdings Inc • Miscellaneous fabricated metal products • New York
American Rebel Holdings, Inc., a Nevada 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 2,666,666 shares of Series C Convertible Cumulative Preferred Stock, $0.001 par value per share (the “Series C Preferred Stock”), of the Company to investors (collectively, the “Investors”), at a purchase price of $7.50 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 Series C Preferred 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).
TO THE STARS ACADEMY OF ARTS AND SCIENCE INC. Maximum 6,000,000 Shares of Class A Common Stock SELLING AGENCY AGREEMENTSelling Agency Agreement • August 3rd, 2020 • To the Stars Academy of Arts & Science Inc. • Services-allied to motion picture production • New York
EXECUTION VERSION CITIGROUP FUNDING INC. Retail Medium-Term Notes, Series F GLOBAL SELLING AGENCY AGREEMENTSelling Agency Agreement • April 13th, 2006 • Citigroup Inc • National commercial banks • New York
SELLING AGENCY AGREEMENT between YOUNGEVITY INTERNATIONAL, INC. (the “Company”) and TRIPOINT GLOBAL EQUITIES, LLC (the “Selling Agent”) YOUNGEVITY INTERNATIONAL, INC. Maximum: [ ● ] Shares of Series B Convertible Preferred Stock Convertible into [ ● ]...Selling Agency Agreement • February 7th, 2018 • Youngevity International, Inc. • Retail-catalog & mail-order houses • New York
CITIGROUP GLOBAL MARKETS HOLDINGS INC. Medium-Term Senior Notes, Series N AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT April 7, 2017 New York, New YorkSelling Agency Agreement • April 7th, 2017 • Citigroup Inc • National commercial banks • New York
We refer to the Amended and Restated Global Selling Agency Agreement dated April 7, 2017, entered into in respect of the above Medium-Term Note Program and made between Citigroup Global Markets Holdings Inc. (the “Company”), Citigroup Inc. (the “Guarantor”) and the Agents party thereto (which agreement, as amended from time to time, is herein referred to as the “Agency Agreement”).
APM - ECKHARDT FUTURES FUND, L.P. A Delaware Limited Partnership Limited Partnership Interests SELLING AGENCY AGREEMENTSelling Agency Agreement • August 10th, 2009 • APM - Eckhardt Futures Fund, L.P. • Commodity contracts brokers & dealers • California
APM – Eckhardt Futures Fund, L.P. (the “Fund”), a Delaware limited partnership, is offering its limited partnership interests of various classes (the “Interests) to qualified investors. The offering of Interests (the “Offering”) is exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Section 4(2) thereof and Regulation D promulgated thereunder and is being conducted pursuant to the terms of the Offering Memorandum dated June 3, 2009 supplied to you by the Fund (references to which shall be deemed to include any and all supplements and amendments thereto and all financial statements, if any, and exhibits that are included therein, referred to collectively herein as the “Memorandum”). All capitalized terms used herein, unless otherwise indicated, shall have the meanings attributed to them in the Memorandum. Altegris Portfolio Management, Inc., d/b/a APM Funds, (the “General Partner”) is the Fund’s general partner.
ONPOINT MEDICAL DIAGNOSTICS SELLING AGENCY AGREEMENT FOR PRIVATE PLACEMENT OF CONVERTIBLE PROMISSORY NOTESSelling Agency Agreement • August 27th, 2012 • Vertical Health Solutions Inc • Wholesale-medical, dental & hospital equipment & supplies • Minnesota
This Selling Agency Agreement is entered into by and between VERTICAL HEALTH SOLUTIONS, INC. (doing business as OnPoint Medical Diagnostics), a Florida corporation (the “Company”), and Emergent Financial Group, Inc. (the “Selling Agent”) as of August 1, 2012.
FORM OF SELLING AGENCY AGREEMENT] UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from Date of Issue SELLING AGENCY AGREEMENTSelling Agency Agreement • November 17th, 2014 • United Mexican States • Foreign governments • New York
The United Mexican States (“Mexico”) confirms its agreement with each of you with respect to the issue and sale by Mexico of up to U.S. $110,000,000,000 (or its equivalent in other currencies or currency units) aggregate principal amount (or aggregate initial offering price, as the case may be) of its Global Medium-Term Notes, Series A, Due Nine Months or More from Date of Issue (the “Notes”) established as certified by the authorization certificate, dated the date hereof, of Mexico (the “MTN Authorization Certificate”). As of November 17, 2014, of such U.S. $110,000,000,000, Notes with an aggregate principal amount (or aggregate initial offering price) equal or equivalent to U.S. $55,559,741,385 have been issued and sold in the United States and Notes with an aggregate principal amount (or aggregate initial offering price, as the case may be) equal or equivalent to U.S. $27,340,964,767 have been sold outside the United States. From and after the date hereof, Notes with an aggregate pr
SELLING AGENCY AGREEMENTSelling Agency Agreement • January 9th, 2024 • IntelGenx Technologies Corp. • Pharmaceutical preparations
This engagement letter states certain conditions and assumptions upon which the Offering is premised. Except as expressly provided for herein, with regard to those specific sections that are agreed to be binding, this engagement letter is not intended to be a binding legal document.
ContractSelling Agency Agreement • December 6th, 2017 • Imperial Garden & Resort, Inc. • Services-miscellaneous amusement & recreation • New York
THE REGISTERED HOLDER OF THIS PURCHASE WARRANT BY ITS ACCEPTANCE HEREOF, AGREES THAT IT WILL NOT SELL, TRANSFER OR ASSIGN THIS PURCHASE WARRANT EXCEPT AS HEREIN PROVIDED AND THE REGISTERED HOLDER OF THIS PURCHASE WARRANT AGREES THAT IT WILL NOT SELL, TRANSFER, ASSIGN, PLEDGE OR HYPOTHECATE THIS PURCHASE WARRANT FOR A PERIOD OF ONE HUNDRED EIGHTY (180) DAYS FOLLOWING THE EFFECTIVE DATE (DEFINED BELOW) TO ANYONE OTHER THAN (I) NETWORK 1 FINANCIAL SECURITIES, INC., OR A REPRESENTATIVE OR A SELECTED DEALER IN CONNECTION WITH THE OFFERING, OR (II) A BONA FIDE OFFICER OR PARTNER OF NETWORK 1 FINANCIAL SECURITIES, INC., OR OF ANY SUCH SELLING AGENTS OR SELECTED DEALER.
Dakota Real Estate Investment Trust Selling Agency Agreement for Beneficial Interests Class A Voting Shares and Class B Non-Voting SharesSelling Agency Agreement • September 1st, 2017 • Dakota Real Estate Investment Trust • Real estate investment trusts • North Dakota
This Selling Agency Agreement (the “Agreement”) is made as of this 30th day of August, 2017, by and between DAKOTA REAL ESTATE INVESTMENT TRUST, a North Dakota Business Trust with its principal office at 3003 32nd Avenue South, Suite 250, Fargo, North Dakota, 58103 (the “Trust”), and the securities broker/dealer executing this Agreement (“Selling Agent”) with its principal office at the address specified on the signature page hereof.
UP TOSelling Agency Agreement • December 17th, 2002 • Yosemite Mortgage Fund Ii LLC • Mortgage bankers & loan correspondents • California
CITIGROUP GLOBAL MARKETS HOLDINGS INC. as Issuer CITIGROUP INC. as Guarantor AMENDMENT NO. 1 Dated as of March 7, 2023 to the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT Dated as of April 7, 2017 relating to the issue and sale of MEDIUM-TERM...Selling Agency Agreement • March 7th, 2023 • Citigroup Global Markets Holdings Inc. • Security brokers, dealers & flotation companies
THIS AMENDMENT NO. 1 dated as of March 7, 2023 (the “Amendment”) hereby amends the AMENDED AND RESTATED GLOBAL SELLING AGENCY AGREEMENT dated as of April 7, 2017 (the “Agreement”), among Citigroup Global Markets Holdings Inc. (the “Company”), Citigroup Inc. (the “Guarantor”) and each of Citigroup Global Markets Inc., Barclays Capital Inc., Incapital LLC, Merrill Lynch, Pierce, Fenner & Smith Incorporated, UBS Financial Services and Wells Fargo Securities, LLC (collectively, the “Agents”), with respect to the issue and sale by the Company of its Medium-Term Senior Notes, Series N (the “Notes”), in fully registered form only, which Notes are fully and unconditionally guaranteed by the Guarantor. Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
Selling Agency AgreementSelling Agency Agreement • March 27th, 2018 • Xspand Products Lab, Inc. • Games, toys & children's vehicles (no dolls & bicycles) • New York
Xspand Products Lab, Inc., a Nevada corporation (the “Company”), proposes to issue and sell up to [ ] 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 an initial public offering pursuant to Regulation A. The several selling agents listed in Schedule A hereto (the “Selling Agents”), for whom Alexander Capital, L.P. (“Alexander Capital” or “you”) is acting as a representative (the “Representative”), have agreed to act, on a best efforts basis only, as the Selling Agents in connection with the offering and sale of the Shares (the “Offering”).
SELLING AGENCY AGREEMENT Among NORDIC INVESTMENT BANK and CITIGROUP GLOBAL MARKETS INC. and GOLDMAN, SACHS & CO., as Agents May 22, 2007Selling Agency Agreement • May 25th, 2007 • Nordic Investment Bank • Foreign governments • New York
LEVEL BRANDS, INC. SELLING AGENCY AGREEMENTSelling Agency Agreement • October 23rd, 2017 • Level Brands, Inc. • Perfumes, cosmetics & other toilet preparations • New York
Level Brands, Inc., a North Carolina 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 only up to an aggregate of [ ] shares of its common stock, par value $0.001 per share (the “Common Stock”), to investors, in an initial public offering (the “Offering”) pursuant to Regulation A under the Securities Act of 1933, as amended (the “Securities Act”), through Joseph Gunnar & Co., LLC and Tripoint Global Equities, LLC (collectively, the “Selling Agents”), in connection with such sales. In the event that all of the [ ] shares of Common Stock are sold in the Offering (the “Initial Shares”), for the sole purpose of covering additional subscriptions, at the option of the Lead Selling Agent (as defined below), through the Selling Agents, the Company shall have the right to issue and sell up to an additional [ ] shares of Common Stock. The shares of Common Stock to b
Servicing and Selling Agency AgreementSelling Agency Agreement • January 29th, 2024 • CPG Cooper Square International Equity, LLC • Delaware
Central Park Advisers, LLC (the "Adviser") for itself and for CPG Cooper Square International Equity, LLC (the "Fund") and Delaware Distributors, L.P. ("DDLP") hereby agree with you as follows in connection with the offering of limited liability company interests (the "Interests") in the Fund, a limited liability company organized under the laws of the State of Delaware, in accordance with the Fund's prospectus (which for purposes of this Agreement includes the statement of additional information incorporated therein), as amended from time to time (the "Prospectus"), and the services DDLP, the Adviser and the Fund desire you to perform hereunder. All capitalized terms used in this Agreement which are not separately defined herein shall have the respective meaning set forth in the Prospectus.
SELLING AGENCY AGREEMENT Maximum: 833,333 Class A Common SharesSelling Agency Agreement • March 24th, 2023 • MDB Capital Holdings, LLC • Finance services • New York
Introduction. This selling agency agreement (this “Agreement”) constitutes the agreement between MDB Capital Holdings, LLC, a Delaware limited liability company (the “Company”), on the one hand, and Digital Offering, LLC (the “Selling Agent”), on the other hand, pursuant to which the Selling Agent shall serve as agent for the Company, acting on a best efforts basis only, in connection with the proposed Offering (as defined below) of up to a maximum of 833,333 class A common shares of the Company (the “Shares”) to various investors (each an “Investor” and collectively, the “Investors”).
Dakota Real Estate Investment Trust Selling Agency Agreement for Beneficial Interests Class A Voting Shares and Class B Non-Voting SharesSelling Agency Agreement • March 21st, 2017 • Dakota Real Estate Investment Trust • North Dakota
This Selling Agency Agreement (the “Agreement”) is made as of this day of , 2017, by and between DAKOTA REAL ESTATE INVESTMENT TRUST, a North Dakota Business Trust with its principal office at 3003 32nd Avenue South, Suite 250, Fargo, North Dakota, 58103 (the “Trust”), and the securities broker/dealer executing this Agreement (“Selling Agent”) with its principal office at the address specified on the signature page hereof.
OPTICAL SENSORS INCORPORATED SELLING AGENCY AGREEMENTSelling Agency Agreement • March 31st, 2006 • Optical Sensors Inc • Surgical & medical instruments & apparatus • Arizona
The undersigned, OPTICAL SENSORS INCORPORATED d/b/a väsamed, a Delaware corporation with its principal office located at 7615 Golden Triangle Drive, Suite C, Eden Prairie, Minnesota 55344 (the “Company”), confirms its agreement with you as follows:
Sky Quarry Inc. Maximum: 3,333,333 Shares of Common Stock $0.0001 par value per share SELLING AGENCY AGREEMENTSelling Agency Agreement • May 24th, 2024 • Sky Quarry Inc. • Hazardous waste management • New York
Sky Quarry 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 3,333,333 shares of common stock, $0.0001 par value per share (the “Common Stock”) of the Company to investors (collectively, the “Investors”), at a purchase price of $6.00 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).
UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from the Date of IssueSelling Agency Agreement • January 19th, 2010 • United Mexican States • Foreign governments
Secretaría de Hacienda y Crédito Público Unidad de Crédito Público Palacio Nacional Patio Central, 3er Piso Oficina 3010 Colonia Centro México, D.F. 06000 México
Monogram Technologies Inc. Offering of up to 4,444,445 units Each unit consisting of one share of 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and one Common Stock Purchase Warrant SELLING AGENCY AGREEMENTSelling Agency Agreement • July 12th, 2024 • Monogram Technologies Inc. • Surgical & medical instruments & apparatus • New York
Monogram Technologies Inc., a Delaware corporation (the “Company”), will offer to investors deemed suitable pursuant to the standards set forth in FINRA (as defined below) Rule 2111 through a registered ongoing offering (the “Offering”) up to a maximum of 4,444,445 units (the “Units”), with each unit consisting of one share of the Company’s 8.00% Series D Convertible Cumulative Preferred Stock (the “Series D Preferred Stock”) and one common stock purchase warrant (the “Warrants”) to purchase one share of the Company’s common stock, $0.001 par value per share (the “Common Stock”), for a total of 4,444,445 shares of the Company’s Series D Preferred Stock and warrants to purchase up to an aggregate 4,444,445 shares of the Company’s Common Stock, at an offering price of $2.25 per unit, for a maximum offering amount of $10,000,000 to investors (collectively, the “Investors.” The Units shall be offered and sold on the terms and conditions set forth in the Company’s registration statement on
SELLING AGENCY AGREEMENTSelling Agency Agreement • August 27th, 2020
UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from the Date of IssueSelling Agency Agreement • January 10th, 2013 • United Mexican States • Foreign governments
This Terms Agreement supersedes all prior agreements and understandings (whether written or oral) between Mexico and the Managers, or any of them, with respect to the subject matter hereof. Mexico hereby waives and releases, to the fullest extent permitted by law, any claims that Mexico may have against the Managers with respect to any breach or alleged breach of fiduciary duty relating to the transactions contemplated by this Terms Agreement.
U.S. $600,000,000 NORDIC INVESTMENT BANK Medium-Term Notes, Series C SELLING AGENCY AGREEMENTSelling Agency Agreement • December 4th, 2002 • Nordic Investment Bank • Foreign governments • New York
In connection with the qualification of the Book-Entry Notes for eligibility in the book-entry system maintained by DTC, the Fiscal Agent will perform the custodial, document control and administrative functions described below, in accordance with its respective obligations under a Letter of Representations from NIB and the Fiscal Agent to DTC dated as of the date hereof and a Medium-Term Note Certificate Agreement between the Fiscal Agent and DTC and its obligations as a participant in DTC, including DTC’s Same-Day Funds Settlement system (“SDFS”).
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).
First Mortgage Bonds, Secured Medium-Term Notes, Series I Due From Nine Months to Thirty Years From Date of Issue Selling Agency AgreementSelling Agency Agreement • March 16th, 2011 • Idacorp Inc • Electric services
BNY Mellon Capital Markets, LLC 32 Old Slip, 15th Floor New York, NY 10286 RBC Capital Markets, LLC (f/k/a RBC Capital Markets Corporation) Three World Financial Center 200 Vesey Street New York, NY 10281
UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from the Date of Issue U.S. $1,000,000,000 6.05% GLOBAL NOTES DUE 2040Selling Agency Agreement • April 13th, 2010 • United Mexican States • Foreign governments
Secretaría de Hacienda y Crédito Público Unidad de Crédito Público Insurgentes Sur 1971,Torre III, Piso 7 Col. Guadalupe Inn Delegación Álvaro Obregón 01020 MEXICO, D.F. MEXICO
ASSIGNMENT ADDENDUM TO THE SELLING AGENCY AGREEMENTSelling Agency Agreement • August 24th, 2005
I, the Original Broker do hereby sell, assign and transfer over to the “New Broker” the above referenced Selling Agency Agreement.
UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from the Date of IssueSelling Agency Agreement • February 17th, 2009 • United Mexican States • Foreign governments
Secretaría de Hacienda y Crédito Público Unidad de Crédito Público Palacio Nacional Patio Central, 3er Piso Oficina 3010 Colonia Centro México, D.F. 06000 México
SCANA Corporation $__________ Medium-Term Notes Due Nine Months or More From Date of Issue Selling Agency AgreementSelling Agency Agreement • August 10th, 2005 • Scana Corp • Electric & other services combined • New York
SCANA Corporation, a South Carolina corporation (the "Company"), confirms its agreement with each of you as evidenced by this Selling Agency Agreement dated _________, _____ (the "Agreement"), with respect to the issue and sale by the Company of up to $__________ aggregate principal amount of its Medium-Term Notes, Due Nine Months or More From Date of Issue (the "Notes"). The Notes will be issued under an indenture (the "Indenture") dated as of November 1, 1989 between the Company and The Bank of New York, as trustee (the "Trustee"). Unless otherwise set forth in a supplement to the Prospectus referred to below, the Notes will be issued in fully registered form in minimum denominations of $1,000 and in denominations exceeding such amount by integral multiples of $1,000, and will have the annual interest rates, maturities and, if appropriate, other terms set forth in such supplement to the Prospectus. The Notes will be issued, and the terms thereof established, in accordance with the In
CITIGROUP FUNDING INC. Index Warrants, Series W-A SELLING AGENCY AGREEMENT November 22, 2006 New York, New YorkSelling Agency Agreement • November 22nd, 2006 • Citigroup Inc • National commercial banks • New York
The Warrants will be issued under a warrant agreement (the “Warrant Agreement”), dated as of November 22, 2006, among the Company, the Guarantor and U.S. Bank National Association, as warrant agent (the “Warrant Agent”). Unless otherwise specifically provided for and set forth in a supplement to the Prospectus referred to below, the Warrants will be issued only in fully registered form, and the Warrants will have the exercise date(s) or exercise period(s), exchange date(s), expiration date(s) and other terms set forth in the applicable Pricing Supplement (as defined herein). The Warrants will be issued, and the terms thereof established, in accordance with the Warrant Agreement and the Warrant Administrative Procedures attached hereto as Exhibit A (as they may be amended from time to time, the “Warrant Procedures”) (unless a Terms Agreement (as defined in Section 2(b)) modifies or otherwise supersedes such Warrant Procedures with respect to the Warrants issued pursuant to such Terms Ag
AMENDMENT NO. 1 TO SELLING AGENCY AGREEMENTSelling Agency Agreement • August 8th, 2024 • Idaho Power Co • Electric services • New York
THIS AMENDMENT NO. 1 dated as of August 7, 2024 (the “Amendment”) hereby amends the Selling Agency Agreement dated as of June 30, 2022 (the “Agreement”), between Idaho Power Company (the “Company”) and each of BofA Securities, Inc., MUFG Securities Americas Inc., J.P. Morgan Securities LLC, U.S. Bancorp Investments, Inc., KeyBanc Capital Markets Inc. and Wells Fargo Securities, LLC (collectively, the “Existing Agents”), with respect to the issue and sale by the Company of its First Mortgage Bonds, Secured Medium-Term Notes, Series M, Due from One Year to Forty Years from date of Issue (the “Notes”). Capitalized terms used but not defined herein shall have the meanings ascribed to such terms in the Agreement.
FORM OF AMENDED AND RESTATED SELLING AGENCY AGREEMENT] UNITED MEXICAN STATES Global Medium-Term Notes, Series A Due Nine Months or More from Date of Issue AMENDED AND RESTATED SELLING AGENCY AGREEMENTSelling Agency Agreement • June 6th, 2008 • United Mexican States • Foreign governments • New York
The United Mexican States (“Mexico”), confirms its agreement with each of you with respect to the issue and sale by Mexico of up to U.S. $80,000,000,000 (or its equivalent in other currencies or currency units) aggregate principal amount (or aggregate initial offering price, as the case may be) of its Global Medium-Term Notes, Series A, Due Nine Months or More from Date of Issue (the “Notes”). As of [ ], 2008, of such U.S. $80,000,000,000, Notes with an aggregate principal amount (or aggregate initial offering price) equal or equivalent to U.S. $27,614,819,300 have been issued and sold in the United States and Notes with an aggregate principal amount (or aggregate initial offering price, as the case may be) equal or equivalent to U.S. $19,837,359,852 have been sold outside the United States. From and after the date hereof, Notes with an aggregate principal amount (or aggregate initial offering price, as the case may be) not to exceed U.S. $32,547,820,848 (or its equivalent in other cur
