EX1A-1 UNDR AGMT 3 s116595_ex1-0.htm


Exhibit 1.0



Private Debt, Equity, and Hybrid Securities


THIS AGREEMENT is entered into as of _____________ by and among Florida Mangos Wild, 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.


  1. Prospects. Subject to the Solicitation Procedures described in section 2, including completion of due diligence as described in section 2(b), NCPS will identify individuals and/or institutions that NCPS wishes to solicit on behalf of the Company for the Offering (“NCPS Prospects”), who, together with any other individuals or institutions who view the Offering through the Platform Technology (defined below) or are otherwise referred by the Company (the “Company Prospects”) will be deemed to be prospective investors under this Agreement (each, a “Prospect” and collectively “the Prospects”). For the avoidance of doubt, the parties listed in Exhibit A (“Excluded Investors”) shall be deemed to be Company Prospects. All information about NCPS Prospects is confidential information of NCPS, provided however upon any such NCPS Prospect becoming an investor in the Company all information provided to the Company by such NCPS Prospect will be Company property also. NCPS agrees to provide the Company with identifying information about each Prospect at or before closing of the Offering. Any such Prospect who (i) has not been introduced to the Company before the final closing of the Offering (“Closing”), or (ii) has not invested in the Company within six months after the termination of this Agreement will no longer be regarded as a Prospect hereunder and NCPS will have no claim under Section 4.


  2. Solicitation Procedures.


  a Offering Materials. The Company will provide forms of definitive subscription and governance documents, any documents and disclosures required by applicable law or regulation, and any other documents and information, including comprehensive risk factors, that would generally be provided to qualified prospective investors for the purpose of evaluating and consummating an investment in the Company. Upon completion of preliminary due diligence by NCPS, acceptance of the Offering for placement, and commencement of the Offering Period, these materials and any other materials provided by the Company will comprise the offering materials for the Offering (the “Offering Materials”), which will be made available through the Platform Technology.


  b Offering Period. NCPS will undertake due diligence of the Company and the Offering. Upon satisfactory completion of due diligence and subject to approval of the Offering by NCPS in its sole discretion, NCPS will accept the Offering and determine an Offering Period during which it will actively solicit investors to purchase the Offering (provided, however, that the Offering Period shall not be less than six months). NCPS will make available to each Prospect the Offering Materials.


  c Public Marketing. NCPS may publicly market the Offering using general solicitation through methods which include emails to potential investors, online advertisements, and press releases.


  d Company User Promotion. Company hereby agrees that it will actively promote the Offering to its own users or customers, by directing such persons to the Offering page on the Company’s website (the “Online Platform”), in form and substance to be mutually agreed by the Company and NCPS.


  e Escrow Agreement. At such time as deemed appropriate by NCPS, the parties hereto will execute the Escrow Agreement in substantially the form attached hereto as Exhibit B.


  3. Platforms and Syndication.


(i)           NCPS intends to facilitate a license of the Technology by its parent company, North Capital Investment Technology Inc., to the Company to provide technology tools to facilitate the Offering.





(ii)         Once any Prospect or other investor submits a purchase order in respect of the Offering through the Platform Technology or completes investment documentation for the Offering through the Platform Technology, including any proposed investment in a pooled investment entity formed for the purpose of investing in the Offering, or in a pooled nominee account, Company will have three (3) days to reject (the “Rejection Period”) such purchase order or proposed investment (collectively, “Proposed Subscription”) by delivering written notice of rejection to NCPS and such Prospect or other investor (each, a “Subscribing Investor”). After the expiration of the Rejection Period, Company will accept such Proposed Subscription and issue the applicable securities to such Subscribing Investor unless (i) the Offering fails and no closing is held, (ii) Subscriber withdraws such Proposed Subscription before it is accepted, (iii) it receives written consent from NCPS to reject such Proposed Subscription, (iv) such Subscribing Investor fails to complete investor qualification in a timely manner as determined in the sole discretion of NCPS, (v) such Subscribing Investor fails to complete all documentation or payment for the Proposed Subscription in a timely manner, each as determined in the sole discretion of NCPS. Company will indemnify NCPS and its affiliates, employees, officers or partners, for any losses, claims, damages or other costs (including reasonable attorney’s fees) related to any rejection of a Proposed Subscription. Each applicable Subscribing Investor will be an intended third party beneficiary of this provision.


(iii)        Company also understands that NCPS may, subject to the Company’s written approval, from time to time, enter into selling agreements with other broker-dealers or qualified intermediaries to distribute securities (the “Selected Dealers”). Subject to the other terms of this Agreement, including NCPS’s representation that it will comply with all applicable securities laws and regulations, Company expressly authorizes NCPS to distribute the Offering pursuant to such agreements. Any compensation owed to such platforms, broker-dealers, or other intermediaries will be the responsibility of NCPS unless otherwise agreed in writing by the Company. The Selected Dealers will transmit funds pursuant to Exhibit C of this agreement. In addition, the Company may request that NCPS enter into selling agreements with broker-dealers or qualified intermediaries identified by the Company. NCPS will reasonably seek to negotiate and enter into such agreements but there is no assurance such agreements will be entered into. .


  4. Compensation.


(i)          With respect to any Prospect who invests in any securities issued by the Company during the term of this agreement, Company agrees to compensate NCPS in the amount of 1.2 percent (1.2%) of the amount of such Prospect’s investment in the Company in the Offering. With respect to any NCPS Prospect who invests in any securities issued by the Company during the term of this agreement, Company agrees to compensate NCPS in the amount of 6.0 percent (6.0%) of the amount of such Prospect’s investment in the Company in the Offering (collectively, the “Cash Compensation”). The Company agrees to pay NCPS from the Offering proceeds at closing, unless otherwise agreed by the parties.


(ii)         Company shall issue to NCPS (or its designee(s)) for nominal consideration), warrants (the “Warrants”) to purchase such number of Securities (or shares issuable upon conversion of the Securities) equaling 2% of the number of Securities sold to NCPS Prospects in the Offering. The Warrants shall (i) have an exercise price equal to the price per share paid by the Prospects, (ii) shall be exercisable until the date that is seven (7) years from its issuance, (iii) contain automatic cashless exercise provisions upon a liquidity event or expiration, (iv) contain customary weighted average anti-dilution price protection provisions and immediate cashless exercise provisions and shall not be callable by the Company, (v) contain customary Reclassification, Exchange, Combinations or Substitution provisions (including with respect to Convertible Notes), and (vi) contain other customary terms and provisions. The Cash Compensation and Warrants are collectively referred to herein as the “Compensation.”


(iii)        Notwithstanding any dispute between a Prospect and the Company, or the Company and NCPS, or Prospect and NCPS, if, within twelve (12) months after the termination of this Agreement, the Company completes any private financing of equity, equity-linked or debt or other capital raising activity of the Company (other than the exercise by any person or entity of any options, warrants or other convertible securities) with any of the NCPS Prospects, the Company will pay to NCPS upon the closing of such financing 6.0 percent (6.0%) of the amount of such NCPS Prospect’s investment(s) in the Company (each including amounts invested in the Offering) (the “Trailer”).


  5. Offering Expenses.


(i)          The Company agrees to pay NCPS a non-accountable due diligence fee of $10,000





(ii)         The Company agrees that any reimbursements owed to NCPS may be deducted from the offering proceeds at closing. However, the Company’s obligation to pay or reimburse NCPS for the Offering expenses included on the final statement of expenses is not conditional upon a successful closing.


  6. Covenants, Representations and Warranties of the Company. The Company represents and warrants to NCPS that:


(i)          The Company is registered, in good standing, and has obtained all approvals and licenses required to conduct its business, including payment of all federal, state, and local taxes.


(ii)         Neither the Company nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the Offering, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the Securities Act, as amended (the “Securities Act”)) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person” and, together, “Issuer Covered Persons”) is subject to any of the disqualification provisions described in Rule 262 under the Securities Act (a “Disqualification Event”).. The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event and has disclosed every Disqualification Event to NCPS.


(iii)        The Offering Materials and any marketing materials provided by the Company will not contain any misstatement of a material fact or omission of any material fact necessary to make the statements therein not misleading.


(iv)        In its statements and meetings with prospective investors, the Company will not make any misstatement of a material fact and will not omit any material fact necessary to make the statements therein not misleading and will treat all prospective investors fairly and with the utmost integrity.


(v)         The Company will promptly notify NCPS in writing if it discovers any material misstatement or inconsistency, or the omission of a material fact, in the Indicative Terms, the Offering Materials or any promotional material developed by NCPS or the Company.


(vi)        The Company will promptly supplement or amend the Indicative Terms and/or the Offering Documents and will promptly correct its statements whenever it is necessary to do so in order to comply with applicable laws, rules and regulations, and to ensure truthfulness, accuracy, and fairness in the presentation of the Offering.


(vii)       The Company will take all actions necessary or appropriate to protect the brand and customer relationships of NCPS.


(viii)      The Company will protect and maintain all confidential information provided by NCPS to the Company.


(ix)        The Company represents that it has not taken, and it will not take any action, directly or indirectly, so as to cause the Offering to fail to be entitled to rely upon the exemption from registration afforded by Section 3(b) or Section 4(a)(2) of the Securities Act. In effecting the Offering, the Company agrees to comply in all material respects with applicable provisions of the Act and any regulations thereunder and any applicable laws, rules, regulations and requirements (including, without limitation, all U.S. state law and all national, provincial, city or other legal requirements of any applicable foreign jurisdiction). The Company agrees that any and all representations and warranties made by it to any investor in the Offering will be deemed also to be made to NCPS for its benefit.


(x)         The Company will, at its own expense, file Form 1-A and take all other actions necessary to qualify for the exemption provided in Regulation A under the Securities Act of 1933 (Reg A) (or any applicable respective successor provision), in connection with the Company Offering and to make any and all related state “blue-sky” filings and take all other actions necessary to perfect such federal and state exemptions, and to provide copies of such filings to NCPS.





(xi)         The Company will (a) cooperate with all due diligence efforts by NCPS and satisfy all due diligence requests made by NCPS (including by its vendors) in a timely manner,, (b) provide complete, final and executed transaction documents to NCPS for the Offering within 30 days of each closing of the Offering, (c) keep NCPS reasonably informed about the status of communications with prospective investors in the Offering, (d) not direct Prospects to invest outside of NCPS or provide investment technology for the purpose of avoiding payment of fees or otherwise, (e) if requested by NCPS, provide a legal opinion from the Company’s legal counsel to the extent that the Offering has been conducted in accordance with all applicable law and regulation, (f) not “scrape” the names of NCPS Prospects investors listed on the Online Platform or attempt to contact such NCPS Prospects outside of the Online Platform unless they have a substantive pre-existing relationship with such investor, or (g) not attempt to circumvent any limitations or procedures of NCPS, including with respect to contacting to investors.


  7. Representations and Warranties of NCPS. NCPS represents and warrants to the Company that:


(i)          With respect to any Prospect which is an employee benefit plan covered by the Employee Retirement Income Security Act of 1974, neither NCPS nor any of its officers, directors, employees, affiliates or agents is a trustee or administrator of such plan or an employer of any employee covered by such plan.


(ii)         With respect to any Prospect which is a state or municipal entity, (a) neither NCPS nor any of its officers, directors, employees, affiliates or agents has been within the past two years a civil servant or an elected official of such entity or has been retained to provide professional services to such entity and (b) neither NCPS nor any of its officers, directors, employees or agents will share any part of the fees received pursuant to this Agreement with any other person without the Company’s prior written consent.


(iii)        NCPS is a broker-dealer registered with the Securities and Exchange Commission and a member of FINRA and has obtained and currently maintains all other applicable federal and state licenses and registrations necessary to perform the services described herein and to receive compensation hereunder, and, in performing such services, will comply with all applicable federal and state laws and with the private placement guidelines set forth in an exhibit hereto.


(iv)        Neither NCPS nor any of its officers, directors, employees or agents is or has been, in any domestic or foreign jurisdiction, (a) indicted for or convicted of any felony or any securities or investment related offense of any kind, (b) enjoined, barred, suspended, censured, sanctioned or otherwise restricted with respect to any securities or investment-related business or undertaking or (c) the subject or target of any securities or investment-related investigation by any regulatory authority.


8.           Compliance with this Agreement. Each of the Company and NCPS, on request of the other, agrees to provide reasonable assurances (including written representations) of its compliance with the terms of this Agreement and, in order to verify such compliance, reasonable access to any documents in its possession referring or relating to any Prospect (whether or not the Prospect invests in any Offering of the Company).


9.           Solicitations by or For Others. The Company and NCPS acknowledge and agree that Company will not engage any person to perform services similar to those provided by NCPS without NCPS's prior written consent, although NCPS may render solicitation services of the kind contemplated herein for persons other than the Company.


10.          Indemnification. Company agrees that it will indemnify and hold harmless NCPS and each of its respective affiliates and their respective directors, officers, employees (“Indemnified Parties”) for any loss, claim, damage, expense or liability incurred by the other (including reasonable attorneys' fees and other expenses in investigating, defending against or appearing as a third-party witness in connection with any action or proceeding) in any third party claim arising out of a material breach (or alleged breach) by the Company of any provision of this Agreement, or as a result of a material violation of any law or regulation.





11.          Remedies. Company hereby agrees that if it breaches any portion of this Agreement, (a) NCPS and any applicable third party beneficiary (each, a “Damaged Party”) would suffer irreparable harm; (b) it would be difficult to determine damages, and money damages alone would be an inadequate remedy for the injuries suffered by the applicable Damaged Party; and (c) if a Damaged Party seeks injunctive relief to enforce this Agreement, Company will waive and will not (i) assert any defense that the Damaged Party has an adequate remedy at law with respect to the breach, (ii) require that the Damaged Party submit proof of the economic value of any losses, or (iii) require the Damaged to post a bond or any other security. Nothing contained in this Agreement will limit the Damaged Party’s right to any other remedies at law or in equity. In any litigation, arbitration, or other proceeding by which one party either seeks to enforce its rights under this Agreement (whether in contract, tort, or both) or seeks a declaration of any rights or obligations under this Agreement, the prevailing party will be awarded its reasonable attorney fees, and costs and expenses incurred. In the event that the Company fails to notify NCPS of an investment by a Prospect in the Offering occurring off of the Online Platform and fails to pay the applicable fee set forth in Section 4 hereof to NCPS within 30 days thereof, then NCPS will be entitled to liquidated damages equal to the greater of (i) five times the applicable fee or (ii) $10,000. All rights and remedies of Company herein will be in addition to all other rights and remedies available at law or in equity, including, without limitation, specific performance against NCPS for the enforcement of this Agreement, and temporary and permanent injunctive relief.




13.          Termination; Assignment. This Agreement may be terminated by either party at any time upon the provision of ninety days prior written notice thereof to the other. Any such termination, however, will not affect the Company’s ongoing obligations to make payments to NCPS in accordance with the terms hereunder. Both parties acknowledge that the duties and obligations provided for herein are personal in nature and agree that neither this Agreement nor any of such duties or obligations may be assigned by either party without the express written consent of the other, except that NCPS may assign its rights and obligations under this contract to an affiliated broker-dealer with Company’s prior written consent. This provision specifically does not prevent or enjoin NCPS from entering into any licensing, syndication, or selling agreement as described in Section 3 with the Company’s prior written consent.


14.          Publicity. Company and NCPS will collaborate in the development of press releases, announcements, interviews, and/or other publicity regarding the Offering. Additionally, Company agrees that NCPS will, from and after any closing of a Company Offering, have the right to reference the Company Offering and each firm’s role in connection therewith in their marketing materials and on their websites and to place advertisements in financial and other newspapers and journals, in each case at their own expense.


15.          Changes to Applicable Law. To the extent that the existing law relating to this Agreement changes, and such change affects this Agreement, the parties will reform the affected portion of this Agreement to comply with the change.


16.          Arbitration. In the unlikely event that a dispute arises between us, the parties will work together in good faith to resolve the matter internally by elevating the matter to higher levels of management. If the dispute remains unresolved, the parties will submit to binding arbitration by FINRA (if called for under applicable FINRA rules), or otherwise in the City and State of New York pursuant to the rules for commercial arbitrations of the American Arbitration Association. Any arbitration award will include an award of reasonable legal fees and costs to the prevailing party. Judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction.


17.          Governing Law. This Agreement will be governed by and construed in accordance with the laws of Delaware and the federal laws of the United States of America. Subject to the foregoing Arbitration clause, NCPS and Company hereby consent and submits to the jurisdiction and forum of the state and federal courts in Delaware in all questions and controversies arising out of this Agreement.


18.          Attorneys’ Fees and Costs. Subject to Section 12, in any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party will pay the prevailing party’s costs and expenses, including but not limited to, reasonable attorneys’ fees.


19.          Compliance with Laws; Policies and Procedures. All parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Company will comply with NCPS policies and procedures where the same are posted, conveyed, or otherwise made available to Company.


20.          Cooperation. Where agreement, approval, acceptance, consent or similar action by either party hereto is required by any provision of this Agreement, such action will not be unreasonably delayed or withheld. Each party will cooperate with the other by, among other things, making available, as reasonably requested by the other, management decisions, information, approvals, and acceptances in order that each party may properly accomplish its obligations and responsibilities hereunder.





21.          Force Majeure; Excused Performance. Neither party will be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay will last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party will use its best efforts to minimize the delays caused by any such event beyond its reasonable control.


22.          No Waiver. The failure of either party at any time to require performance by the other party of any provision of this Agreement will in no way affect that party’s right to enforce such provisions, nor will the waiver by either party of any breach of any provision of this Agreement be taken or held to be a waiver of any further breach of the same provision.


23.          Notices. Any notice given pursuant to this Agreement will be in writing and will be given by email (with delivery confirmation), personal service or by United States certified mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by email will be effective upon confirmed receipt, personal service will be deemed effective on the date it is delivered to the addressee, and notice mailed will be deemed effective on the third day following its placement in the mail addressed to the addressee.


24.          Assignment of Agreement. This Agreement and the obligations of Company hereunder are personal to Company and the Company Representatives. Neither Company nor any successor, receiver, or assignee of Company will directly or indirectly assign this Agreement or the rights or duties created by this Agreement, whether such assignment is effected in connection with a sale of Company’s assets or stock or through merger, an insolvency proceeding or otherwise, without the prior written consent of NCPS.


25.          Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.


26.          Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Company, NCPS as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement will be construed without regard to the party that drafted it. Any ambiguity will not be interpreted against either party and will, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.





IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.


Company: Florida Mangos Wild, Inc.


Name: Steven Glassman  
Title: President  


North Capital Private Securities Corporation


Name: James P. Dowd  
Title: CEO  





Exhibit A

Excluded Investors


Person Organization   Location
 Phil 3.0 Capital    
Sam Frankfort 3.0 Capital    
Kerry Kellogg 3L Capital    
Joe Bedenbaugh 4 EST   Dallas
Randy Kaplan 450 Investors   LA
Andrew Fedak Abaxx    
Josh Crumb Abaxx    
Ravi Krishnan Abler Advisory    
Jason Ostheimer Advancit Capital   NYC
Evan Owens Aenigma Capital    
Juan Bruce Aenigma Capital    
Peter Kahng Aenigma Capital    
Leidina Dervishi AirSwap    
Jeff Pulver Alchemist    
Steven Nerayoff Alchemist    
Steve Greenberg Allen & Co   NYC
Henok Tekle AlphaChain    
Alex Kriger AlphaPoint    
Alyne Soto AlphaPoint    
Michael Haley AlphaPoint    
Aaron Bichler Amatus    
Tim Zulawski AMB Sports & Entertainment   Atlanta
Mace Aluia AMB Sports & Entertainment   Atlanta
Joe Boehm Ancora   Cleveland
Connor Mackovjak Ancora   Cleveland
Haydar Haba Andra Capital   Bay Area
Ali Yahya Andreesen Horowitz    
Chris Lyons Andreesen Horowitz    
D. Nazarov Andreesen Horowitz    
Alex Rampell Andressen Horowitz   Bay Area
  Anschutz Entertainment Group    
Len Asper Anthem Sports & Entertainment   Toronto
Brett Kasner Artist Capital   NYC
Jessie Itzler Atlanta Hawks    
Howard Harternbaum August Capital   Bay Area
Jeremy Ausum Ventures    
Peter Guber aXiomatic    
Andrea Reynolds Ayco    
Kelly Ann Risler Ayco    
L. Larose Ayco    
Alex Pack Bain Capital    
C. Shannon Bain Capital    
Shawn Barker Ball   Denver
Jim Rogers Balyasny   Chicago
Marco DeMeireles Balyasny Asset Management    
Brian Lee Bam Ventures    
Richard Jun Bam Ventures    
Baron Baron Davis Enterprises   LA
Fabio Federici Base58 Capital    





Mitch Lasky Benchmark   Bay Area
Jared Oakes Benesch   Cleveland
Matt Shapiro Bernstein   NYC
Alex Goldscher Bertram Capital   Bay Area
Ethan Kurweil Bessemer   Bay Area
John Driscoll BitGo    
Nima Behestian BitGo    
Brian Kelly BKCM    
Derek Kim Bkcm co    
Kevin Lu Bkcm co    
Carissa Romano Block Tower Capital    
Michael Bucella Block Tower Capital    
Lyle Wilpon BMO   NYC
Dave Tisch Box Group    
Greg Rosen Box Group    
Matthew Brimer Brimer xyz    
Marc Johnson Bronx West   Indianapolis
Vince Sarafa Bruin Sports Capital   NYC
Paul Martino Bullpen Capital   Bay Area
Ed Slapansky Byron Bay   NYC
Les Ottolenghi Caesars   Las Vegas
John Lukashik Caesars   Las Vegas
Terry Doyle Calfee   Cleveland
Brent Pietrafese Calfee   Cleveland
Greg Bibb Capital Sports Ventures   DC
Kevin Smith Carpe Investments    
Dinesh Ratnam Catcha Group    
Mark Friday Cathexis Ventures   Houston
Chris Warren Causeway Media   Boston
Corey McKiernan Cherry Creek   Denver
Don Nitti Chroma Ventures    
Jeremy Allaire Circle   Boston
Paul Martin Circle    
Beatice O'Carroll Circle    
Allen Tibshrany City Capital Ventures   Chicago
Michael City Capital Ventures   Chicago
Dan Fiden Cloud9   Bay Area
Ran Neuner CNBC/ LLH Capital    
Zach Coelius Coelius Capital   Bay Area
Damian Cofoundant    
Fred Ersham Coinbase    
Jeremy Beyda CoinDesk    
JD McCullouch Colt Ventures   Dallas
Andrew Cleland Comcast Ventures    
Darius Connect Capital    
Ajit Tripathi Consensys    
Amanda Gutterman Consensys    
Bradley Feinstein Consensys    





David Merin Consensys    
Joe Vander Zanden Consensys    
John Brennan Consensys    
Natan Wise Consensys    
Nick Kritikos Consensys    
Sam Cassatt Consensys    
Shawn Cheng Consensys    
Todd Rosales Cooper Family Office   Miami
Elliot Wheeler Cooper Management   Chicago
Richard Salgado Costal Advisors    
Vasu Kulkarni Courtside Ventures    
Deepen Parikh Courtsidevc    
Abe Minkara Cuban Companies   Dallas
Lee Hutter Curated Wealth Partners   LA
Bob Develin Curragh Capital   NYC
Greg Sutton Cwoc    
Arjun Metre CXO Fund   Bay Area
Hunter Harvin Dallas Cowboys   Dallas
Mark Cuban Dallas Mavericks   Dallas
Kevin Morgan Dallas Mavs   Dallas
Connor Terry Dallas Mavs   Dallas
Jason Levien DC United   DC
Chris Decentralized Adventures    
Matt Rednor Decoded Advertising    
Stewart Anmuth Delta Ventures   Philly
Larry Sukernik Digital Currency Group    
Dusty Granet Digitalbridge Capital    
David Arvelo DigitalX    
David Beros DigitalX    
Steven DigitalX    
Blair Golson DNA Fund    
James Glasscock DNA Fund    
Takashi Yanagi DNA Fund    
Nick Dolik Dolik Ventures   NYC
Alon Brenner Doma Capital    
Luis Sierra Doma Capital    
Spencer Noon DTC Capital    
Mark Goodman Dundee   Toronto
Zach Hyman Eleven Gaming (E11)   Toronto
Cody Kittle elliott managmement   NYC
Marvin Igelman EVNTL   New York
Garret Klugh Falk Ventures    
Lorenzo Fertitta Fertitta family   Las Vegas
Jeffrey Green First Trust Bank/Eagles   Philadelphia
Amish Jani FirstMark Ventures   NYC
Fabrice Grinda FJ Labs    
Shanti Bergel FunPlus   Bay Area
Tony Peccatiello Futurism Markets    
Nick Panagotacos G Ventures   Bay Area





Dan Miller Gabelli Funds    
Chris Zeoli Galaxy Digital    
Kaitlin Thompson Galaxy Digital    
Michael Maloney Galaxy Digital    
Mike Novogratz Galaxy Digital    
Sam Englebardt Galaxy Digital    
Veronica Baird Galaxy Digital    
David Kremski General Atlantic   NYC
David Orfao General Catalyst   NYC
John Tatum Genesco Sports & Entertainment   Dallas
Mike Basch George Kaiser Foundation   NYC
Mark Cohon Georgian Bay Spirit Company   Toronto
Justin Lafayette Georgian Partners   Toronto
John Rodin Glenview Capital   NYC
John English GMA   Las Vegas
Scott Dias Goldman Sachs   Chicago
Mike Hamilton Goldman Sachs    
Bear Good Money    
Brooke Good Money    
Gunnar Good Money    
Russell Anmuth Gotham Holdings   NYC
Brian Greenspun Greenspun Media Group   Las Vegas
David Stern Greycroft   NYC
Will Szczerbiak Greycroft   NYC
Chris Wallace Greycroft   NYC
Michael Sonnenshein Greyscale    
Ryan Schwartz Guggenheim   NYC
Richard Bosworth Hard Rock Vegas   Las Vegas
Chris Cosenza Hard Rock Vegas   Las Vegas
Gary Scott Hard Rock Vegas   Las Vegas
MIchael Anderson Hashletes    
John Hendren HBSE Ventures   NYC
Chip Austin HBSE Ventures   NYC
Brad Farkas HBSE Ventures   NYC
David O'Connor High Rise Capital   NYC
Gentry Beach Highground Holdings   Dallas
Rob Vollero Highground Holdings   New York
Robert Vollero Highground Holdings   NYC
Jim Connelly HOF Village   Canton
Stuart Lichter Industrial Realty Group   LA
Tyler Zimmer Inner Circle Sports   NYC
Seth Berkowitz Insomnia Cookies    
Ranajit Gangopadhyay Intel Sports   Bay Area
Artem Mashkov Intelligent Ventures    
Charlie Besser InterSports   Chicago
Tom Meredith Investor   Austin
Alex Gurevich Javelin   Bay Area
Christian Guzman JAWS - Starwood Fam Office    
Matt Aronson JDS Sports   NYC





Alicia JUMP Investors    
Alex Krys Juniper Capital   Las Vegas
Ken Hershman Juniper Capital   Las Vegas
Jay Wolf Juniper Capital   Las Vegas
Shaz Amin Karlani Capital   Dallas
Tyler Quinn Kaufman Rossin    
Y. Jattin Kaufman Rossin    
Keith Bank KB Ventures   Chicago
Albert Kenetic Capital    
Joey Kenetic Capital    
Miranda Tei Kenetic Capital    
Peter Delgrosso Kobe Bryant's Fund    
Nick Okano Leonard Green   LA
Anastacia Lerer Hippeau    
Andrew Ha Lerer Hippeau    
Julian Moncada Lerer Hippeau    
Adam W. Goldberg Light Speed Venture Partners    
Aaron Batalion Light Speed Venture Partners    
Jeremy Liew Lightspeed   Bay Area
Eric Tang LivePeer    
Peyton Berkeley Mahaska   Dallas
Rick Buoncore MAI Capital   Cleveland
Greg MakerDAO    
Greg DiPrisco MakerDAO    
Tray Thompson Mavs Gaming   Dallas
Tim Chang Mayfield   Bay Area
Bill Hornbuckle MGM   Las Vegas
Nate Lundy Mile High Sports   Denver
Noah Goldman Millennium   Miami
Alex Lasry Milwaukee Bucks    
Larry Tanenbaum MLSE   Toronto
Harry Hornung MoNage    
K. Fisher Moore Holdings    
Anthony Pompliano Morgan Creek    
Kyle Samani MultiCoin Capital    
Spencer Applebaum MultiCoin Capital    
Tushar Jain MultiCoin Capital    
Shawn Spieth MVP Index   Dallas
Jordi Ferre N3XT Sports   Las Vegas
Robert Betz NBA   NYC
Scott Kaufman-Ross NBA Fantasy   NYC
Jordan Schlachter NBPA    
Jim Tyre Neuberger Berman   NYC
Darren Fogel Neuberger Berman   NYC
Jeff Saporta New York Angels   NYC
Cary Grossart NFLPA   Las Vegas
Andre Serrano Nova Block    
Mark Goad OMERS Ventures   Toronto
Karan Acharekar OpenCrowd    





Max Gravitt OpenCrowd    
Vishal Mundhra OpenCrowd    
Scott Mehlman OREBITS    
Chris Overholt Overwatch   Toronto
Nicholas El Baze Partech   Bay Area
David Schechter Perspective Capital   Pittsburgh
Ira Rainess Player Management   Baltimore
Jarrod Dicker po.et    
John Giddings Podium VC    
Charles Hudson Precursor   Bay Area
Jason Shuman Primary VC    
Scott Prince Prince Partners    
Rick Private Investor   Las Vegas
Becca Katzen Providence Equity   Providence
Josh Ho QCP Capital    
Kevin Lim QCP Capital    
Tim Tan QCP Capital    
Dhani Jones Qey Capital   Detroit
Tim Katt R/GA    
Steve Rubin R3 Venture Partners   CT
Scott Roskind R3 Ventures   CT
Jordan Bettman Radian Capital    
Matt Develin Raptors   Toronto
Jason Fiedler Red Sea Ventures    
Paul Strachman Red Sea Ventures    
Edward Nwokedi Red Swan    
Brent Stehlik Redbird Capital   Cleveland
Bryan Rosenblatt Reddit   Bay Area
Scott Raney Redpoint   Bay Area
Jeff Olyan REtail Plazas   Dallas
Chase McConville REtail Plazas   Dallas
Mark Griege RGT Wealth Advisors   Dallas
Meyer ('Micky') Malka Ribbit Capital    
Stephen Edkins Rice Exchange    
Greg Arrese Ride Ventures    
Andy Applebaum Riverpark Ventures   NYC
Fred RocketFuel    
Jeff RocketFuel    
Rohan Shah Rohan Shah   Bay Area
Peter Schoenke Rotowire   Las Vegas
Jaco Booyens Roundtable Equity   Dallas
Matt Higgins RSE Ventures   NYC
Stephen Reisert RSE Ventures   NYC
Uday Ahuja RSE Ventures   NYC
Stephen Ross RSE Ventures    
Mike Cotton Ryerson Futures   Toronto
Nadir Mohammed Ryerson Futures   Toronto
Alan Lysne Ryerson Futures   Toronto
Steven Wagshal Samlyn Capital   NYC





Michael Spirito Sapphire Sports Ventures   Bay Area
John Lafferty SBH   Chicago
Brian Dick Scoreboard Ventures   Dallas
Nahid Gaga Scoreboard Ventures   Dallas
Jamie Finn Securitze    
Wayne Kimmel SeventySix Capital   Philadelphia
John Wu Share Post    
Rob Coneybeer Shasta   Bay Area
Etie Hertz Shopkeep    
Brian SignalFire   Bay Area
Lance Bravin Signature Bank    
N. Santiago Signature Bank    
Rick Thompson Signia   Bay Area
Mickey Du Sinovation Ventures    
James Borow Snap    
Deanna SNB Ventures    
Greg Solana    
Mark Lodish Solon Mack Capital    
Stephen Mack Solon Mack Capital    
Aaron Fessler Speed Vegas   Las Vegas
Ha Nguyen Spero   Bay Area
Brian Zwerner Sportal   Atlanta
David Spies SPRE LLC    
Alex Alt Stack Sports (Bluestar)   Dallas
Greg Schneider Steamboat VC   LA
John Ball Steamboat Ventures   LA
Scott Wilpon Sterling    
Michael Horowitz StratX   Toronto
Oliver Tickner Streetwire    
Adam B. Struck Struck Capital    
Yida Gao Struck Capital    
Derek Eletich Super Star Games    
Layla Tabatabaie Tansform Group    
Margaux Avedisian Tansform Group    
Eric Semler TCS Capital    
Greg Richardson Team Dignitas    
Sean Gilbert Teknos Associates    
Travis Dillon Texas Rangers    
Chris The Fund VC    
Eric Scott The Raine Group    
Max Schapiro The Raine Group    
John, Benjie Levy The Score    
Ryan Pripstein Thrive Capital    
Gaurav Ahuja Thrive Capital    
Lauren Thrive Capital    
Mike Principe TLA Worldwide    
Matt Barkelew Top Golf    
Beka Romanies Top Golf    
Andy Redman Tornante    





James Putra TradeStation  
Angel Transform Group  
Michael Terpin Transform Group  
Justin Schmidt Translunar VC  
Michael Karnjanaprakorn Turing capital  
Brent Barnhart UBS NYC
Fred Wilson Union Square Ventures  
Naomi Shah Union Square Ventures  
Steve US Investment Partners  
Fred Wilson, Naomi USV NYC
Andrew Farage UTA Ventures NYC
Kevin Vela Vela Wood Law Dallas
Simone Velorum Capital  
Roy Malkin Venture Aviator  
Benjamin Wilde Venture One  
Cole Venture One  
Michael Wolf Vision Venture Partners LA
Stratton Vision Venture Partners  
Justin Frankel Wavecrest Partners  
Jamie Seltzer Waverley Capital  
Todd Baird Wells Fargo Dallas
Norm Liang WH Harper Bay Area
Isaiah Kacyvenski Will Ventures Boston
Jeff Derbyshire Willoughby Capital Group  
Konrad Salaber Wind Point Partners Chicago
Rich Kracum Wind Point Partners Chicago
Matt Wise Ventures NYC
Neil Duffy World Gaming Toronto
Brian Cargill Wylf Family/Wise Ventures NYC
T. Camhe Zeno Capital Prospective Partners  
Sean St John   Toronto
Jeff Ganz   Dallas
Jeff Carlitz   Houston
AJ Stahl   NYC
John Goldman   NYC
Ron Lavin   Chicago
Carmelo Anthony   NYC
Adam Tuckman   NYC
Doug Alexander    
Seth Hittman   NYC
Dario De Martino   NYC
David Zelman   Cleveland
Saul Wedinger   New York
Michael Klein   New York
Craig Tamchin   NYC
Larry Berg   LA
Mike Hilliard   Michigan
Ari Ackerman    
Derek Stevens   Las Vegas





Danny Nathan     LA
Ben Sherwood     LA
Jim Platek     NJ
Duncan Niderauer     NYC
Kenny Golden      
Chris Dey     NYC
Warren Kimel     Toronto
Doug Anmuth     New York
Ed Cochran     Cleveland
Matt Bashwiner     LA
Andrew Siciliano     LA
Marvin Demoff     LA
Steve Goodman     NYC
Jon Dwyer     Toronto
Richard Green     Philadelphia
Eli Alelov     Miami
Brad Armstrong      
Carolyn Reckhow      
Chad Pry      
David Weiswasser      
Eric Clark      
Eric Sobotka      
Jared Davidson      
Jon Hackett      
Leah Steinberg      
Maja Vujinovic      
Mark Julien      
Matthew Yukelson      
Regan Bozman      
Samir Mitter      
Scott Army      
Steve Slovick      
Alex Klokus      
Andre Fankhauser      
David Lee King      
Derek Deblois      
Brett Nortman      
Eric Denovitzer      
Evan Fox      
Forrest Kolb      
Jamesin Seidel      
Jacob Vugrinac      
Jeffrey Neikrie      
Jared Karson      
M.J. Bas      
Michael Oved      
Michael Puder      
Nicholas Goss      
Raghu Bala      





NCPS Placement Agreement –

Private Debt, Equity, Hybrid Securities – rev. 07-2014


Sam Diacos

Thomas Lowell Hall

Todd Deutsch

Nat Turner     NYC
Dave Hutchinson     Chicago
Larry     Las Vegas
Antonio     Las Vegas
Hesham Shebabi     Las Vegas
Rob Pythian     Las Vegas
Nick Sulsky     Toronto
Pat Lafontaine     Toronto
Chris Loranger     Toronto
Luc Borsato     Toronto
Jesse Greenberg     Dallas
Andy Alberth     Dallas
Tom Dundon     Dallas
Colin Neville     New York
Washington Nat'l owner     DC
Ken Hersh     Dallas
Dr groups     Dallas
Michael Tussie     NYC





NCPS Placement Agreement –

Private Debt, Equity, Hybrid Securities – rev. 07-2014


Exhibit B

Form of Escrow Agreement


To follow





NCPS Placement Agreement –

Private Debt, Equity, Hybrid Securities – rev. 07-2014


Exhibit C

Transmittal of Funds for Deposit Into the Escrow Account


The Selected Dealer agrees that it is bound by the terms of the Escrow Agreement executed by North Capital Private Securities and ____________. Until the contingency is met, Selected Dealers shall promptly, upon receipt of any and all checks, drafts, and money orders received from prospective purchasers of the shares/units, deliver same to the Escrow Agent for deposit in the Escrow Account by noon of the next business day following the receipt, together with a written account of each purchaser which sets forth, among other things, the name and address of the purchaser, the number of securities purchased and the amount paid therefor. Any checks received which are made payable to any party other than the Escrow Agent, shall be returned to the purchaser who submitted the check and not accepted. ACH transfers or wires should be sent directly to the Escrow Agent. The delivery instructions are as follows:


See escrow agreement for delivery instructions