Exhibit
10.9


 


CERTAIN
IDENTIFIED INFORMATION HAS BEEN OMITTED FROM THIS DOCUMENT BECAUSE IT IS BOTH NOT MATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY
DISCLOSED, AND HAS BEEN MARKED WITH “[***]” TO INDICATE WHERE OMISSIONS HAVE BEEN MADE.


 


Carter,
Terry & Company.


3060
Peachtree Rd, Suite 1200,


Atlanta
GA 30305


Phone:
404-364-3070-Member FINRA SIPC


 


June
28, 2021


 


Troy
Grogan


USA
Equities Corp


901
Northpoint Parkway


Suite
302


West
Palm Beach, FL 33407


 


Subject:
Private Placement Offering for USA Equities Corp (USAQ.OTCQB)


 


It
is our understanding that USA Equities Corp, the “Company”, desires to raise capital, to fund the Company’s continuing
general operations. Based on our discussions, our preliminary review of the financial information submitted to Carter, Terry & Company
(referred heretofore as the “Agent”) and representations you and your associates have made to us with regard to the present
and proposed business activities of the Company, its operations and financial condition, we would like to confirm our interest in acting
as the Company’s non-exclusive Financial Advisor and Placement Agent, on a “best efforts” basis. In such role we would
assist the Company in one or more capital raises which might result in a private placement, merger, acquisition, sale of assets, sale
of common stock, sale of ownership interest or any other financial transaction hereinafter referred to as a “Transaction”
upon the basic terms and conditions set forth herein (the “Agreement”), as well as a full array of additional investment
banking services.


 


Section
I: Services to be rendered 


 


Agent
services will include (but not be limited to) the following:


 


		(i)	Arranging
                                            for one or more institutional investments of capital, as defined in iii (an “Investment,”
                                            which could include any variation thereof, including common stock, preferred stock, mezzanine
                                            debt, senior secured debt, any other financial instrument or a combination of several financial
                                            instruments), on a best efforts basis to raise capital for use by the Company;



 


		(ii)	Any
                                            Investment will be placed in compliance with valid exemptions from registration or qualification
                                            under federal securities laws, state securities (“blue sky”) laws or foreign
                                            securities laws of each jurisdiction in which any offers of an Investment may be made;



 


		(iii)	Utilizing
                                            appropriate investment information materials or modifying existing Company business plans
                                            and documents (collectively, the “Information Memorandum”) to be provided to
                                            potential sources of financing. Agent may provide advice with respect to negotiating with
                                            all potential financing, merger or acquisition candidates introduced (as defined in Section
                                            II below) to the Company by Agent (as defined below; any such identified and introduced candidates,
                                            along with their affiliates, associates, subsidiaries, divisions and related entities being
                                            hereinafter referred to as “Investor Candidates”) who might be interested or
                                            involved in making an Investment in the Company. As used herein, “Investor Candidates”
                                            shall mean and include individual, strategic and institutional investors of all types, introduced
                                            (as defined in Section II below) to the Company by Agent including individuals, trusts, estates,
                                            partnerships and associations, banks, thrifts, insurance companies and other financial institutions,
                                            investment companies and other pooled investment vehicles, all tax-exempt organizations such
                                            as those subject to ERISA and other public and private pension funds, endowments and foundations
                                            as well as corporations in similar lines of business to the Company’s, which might
                                            be candidates for acquisition by or merger with, together with their affiliates, divisions,
                                            subsidiaries and investment management consultants. All Investor Candidates, if not merger
                                            or acquisition candidates, shall be “accredited investors,” as that term is generally
                                            understood in the private equity business;



 




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In
performing services hereunder, Agent shall be regarded as an independent contractor and marketing representative. Agent shall not have
any right or authority to create any obligations of any kind on behalf of the Company, shall make no representation to any third party
to the contrary, and shall not make any representations about the Company, its operations or finances other than what the Company provides
for inclusion in the Information Memorandum. Nothing contained in this Agreement shall be deemed or construed to create a partnership
or joint venture between Company and Agent or between Company and any Investor Candidate.


 


Section
II: Fees, Expenses and Term 


 


AGENT
will be a non-exclusive financial advisor for the next twelve consecutive (12) months commencing on the date of this Agreement, with
an option to extend this Agreement an additional 6 months, provided however, that either party may withdraw from this Agreement at any
time upon written notice to the other party. Otherwise, this engagement and the terms hereunder will continue, subject to the same right
of either party to terminate on written notice to the other party, until a Transaction is successfully completed or until the Agreement
is terminated or expires. Within three business days after the effective date of any termination by the Company (the “Termination
Date”), Agent shall deliver to Company a list of all introduced Investor Candidates, merger or acquisition candidates and Strategic
Investors (the “Covered Parties”) with which Agent can confirm that (a) the Company, at Agent’s instigation or by Agent’s
introduction, has had discussions concerning a Transaction during the term of this Agreement and prior to receipt of the notice of termination
or (b) such Covered Parties have, prior to such notice of termination, expressed an interest in considering or pursuing a Transaction
with Company. On and after the Termination Date, Agent shall also either destroy or return to Company any and all Information, Information
Memoranda and any other confidential information of the Company (including extracts thereof), which are in Agent’s possession or
control; provided however that Agent shall be permitted to retain such copies as it is required to comply with applicable law, regulation
(including but not limited to FINRA regulation), or internal document retention policies and procedures. The provisions concerning confidentiality,
indemnification, compensation and the Company’s obligations to pay fees and reimburse expenses contained herein and the Company’s
obligations contained in the Indemnification Provisions (as hereinafter defined) will survive any such termination. Agent agrees not
to use any confidential information about the Company for any purposes other than in connection with a Transaction and directly related
matters.


 





The
Company will attach any investor candidate that is considered already engaged with them on APPENDIX A, following the signature
page. The Company agrees any investor candidate introduced by Agent not on the list is considered the Agent’s introduction.


 




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Agent
agrees to introduce the Company to certain potential Investor Candidates; provided that Agent shall not approach any Strategic Investor
or party engaged in a business similar to that of the Company without the prior consent of the Company. Upon written request from the
Company, Agent may designate independent counsel to prepare the appropriate documents (including subscription and escrow agreement) with
regard to the terms of any financial transactions and the closing thereof. The Company is responsible for any and all reasonable expenses
associated with the Offering and the closing documents, escrow and escrow agent. However incurrence of any such expenses over $1,500.00
shall require the prior written consent for those expenses from the Company.


 


		(i)	Cash
                                            Compensation Fees for Capital Raises: If, within the greater of (A) a two year period
                                            commencing on the date hereof or (B) within twelve months after the Termination Date, the
                                            Investor Candidate, singly or with others, purchases debt or equity securities of, or loans
                                            money to the Company, the Company will pay Agent within three business days upon after any
                                            such transaction a success fee for debt and/or equity capital raised by Agent on behalf of
                                            Company shall be subject to the following fee structure:



 


		a.	10%
                                            of the amount for any equity or hybrid equity capital raised up to $1,000,000



		b.	8%
                                            of the amount for any equity or hybrid equity capital raised up to $5,000,000



		c.	6%
                                            of the amount for any equity or hybrid equity capital raised over $5,000,000



 


		(ii)	Cash
                                            Compensation Fees for Subsequent Capital Raises: If, within the greater of (A) a
                                            two year period commencing on the date hereof or (B) within twelve months after the Termination
                                            Date, the Investor Candidate, singly or with others, purchases debt or equity securities
                                            of, or loans money to the Company, the Company will pay Agent within three business days
                                            upon after any such transaction a success fee which shall be one-half of the amount provided
                                            in Section II (i) above of the Aggregate Consideration (except as further defined in (iii)
                                            below) received by Company from any Transaction closed, including multiple successive Transactions
                                            which increases the amount of cash received by the Company, with an Investor Candidate or
                                            a Strategic Candidate (or upon closing a Transaction with a Covered Party, including multiple
                                            successive Transactions, within twelve months after the Termination Date), which amount will
                                            be paid when the Company receives the proceeds from the Transaction.



 


		(iii)	Restricted
                                            Stock Fees for Capital Raises: In connection with the compensation set forth above,
                                            the Company agrees to issue to Agent upon the Closing of the transaction an amount of restricted
                                            shares equal to 4% of capital raised divided by the last reported closing price of the stock
                                            on the date of close. These shares shall have piggy back registration rights. In the event
                                            the shares are not registered within 6 months of the anniversary of this executed engagement,
                                            the Company agrees to approve and pay for the opinion of sale under Rule 144.



 


For
purposes of this Agreement, “introduced” means that Agent shall have brought the Company to the attention of the prospective
Investor Candidate, Strategic Investor other than through an e-mail or other means of communication directed at multiple parties or Transaction
and Agent shall have been a procuring cause in its consummation of the matter. “Procuring cause” shall mean that Agent shall
have identified the Company to Investor Candidate, the merger or acquisition candidate or the Strategic Investor and conducted initial
qualifying discussions regarding an Investment in or other Transaction with Company, or caused the parties to have attended meetings
for the purpose of considering a Transaction.


 




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For
purposes of this Agreement, “Aggregate Consideration” shall mean the total value of all cash, securities, other property
and any other consideration, including, without limitation (as, if, and when received), any contingent, earned or other assets or consideration,
paid or payable, directly or indirectly, in connection with the Transaction, net of any indebtedness owed upon the same, it being the
intention of this provision that the Aggregate Consideration shall mean the net equity value of any cash, tangible assets or measurable
intangible assets acquired by, invested in, loaned to or transferred to the Company, provided that in the case of contingent consideration,
payment will only be made upon receipt thereof by the Company. If any non-cash consideration is a class of newly-issued, publicly-traded
securities, then the fair market value thereof shall be the average of the closing prices for the twenty trading days subsequent to the
fifth trading day after the consummation of the Transaction. If no public market exists for any securities issued in the Transaction
or a class of securities is not intended to be publicly traded or convertible into publicly-traded securities, then the fair market value
thereof shall be determined by the valuation placed upon these securities by the parties to the Transaction.


 


Section
III: Indemnification 


 


The
Company agrees to indemnify and hold Agent which terms for the purposes of this Agreement include the partners, controlling persons,
officers, employees and agents of Agent, harmless from and against any and all losses, claims, damages, costs, liabilities or expenses
(including reasonable attorney’s fees and expenses), joint or several, to which Agent may become subject in connection with its
performance of the services described herein resulting from Company’s gross negligence, willful misconduct or misfeasance, provided,
however, that Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability, cost or expense
is found in a final judgment by a court of law to have directly resulted from the gross negligence or willful misconduct of Agent.


 


Likewise
Agent agrees to indemnify and hold Company, which terms for the purposes of this paragraph include the subsidiaries, partners, controlling
persons, officers, stockholders and employees of Company, harmless from and against any and all losses, claims, damages, costs, liabilities
or expenses (including reasonable attorney’s fees and expenses), joint or several, to which Company may become subject resulting
from Agent’s gross negligence, willful misconduct or misfeasance, provided however, that Agent shall not be liable in any such
case to the extent that any such loss, claim, damage, liability, cost or expense is found in a final judgment by a court of law to have
directly resulted from the gross negligence or willful misconduct of Company.


 


To
provide for just and equitable contribution in circumstances in which the indemnification provided pursuant to Section III is for any
reason held to be unavailable from Company, on the one hand, and Agent, on the other, shall contribute to the aggregate losses, liabilities,
claims, damages and expenses (including any amount paid in settlement of any action, suit, or proceeding or any claims asserted) in such
amounts as a court of competent jurisdiction may determine (or in the case of settlement, in such amounts as may be agreed upon by the
parties) in such proportion to reflect the relative fault of Company, on the one hand, and Agent, on the other hand, in connection with
the events described in Section III, as the case may be, which resulted in such losses, liabilities, claims, damages or expenses, as
well as any other equitable considerations. The relative fault of the parties shall be determined by reference to, among other things,
whether any untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact relates
to information supplied by Company, on the one hand, or Agent, on the other, and the parties’ relative intent, knowledge, access
to information and opportunity to correct or prevent such omission or statement.


 


Section
IV: Other


 


Each
party to this Agreement agrees to keep in strict confidence the proprietary and non-public information of the other party during the
term of this Agreement and thereafter, provided however that the foregoing shall not prohibit disclosures (i) pursuant to the exercise
of the parties’ responsibilities under this Agreement; (ii) required by law or legal process (provided notice is given prior to
such disclosure); or (iii) of matters which become public other than by the actions of the disclosing party hereunder.


 




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If
Agent completes the Private Placement or any other Transaction pursuant to the Agreement, Agent may, at its own expense, place an announcement,
subject to Company’s prior consent and approval, in any newspapers and periodicals it may select stating that Agent has acted as
financial advisor, investment banker or placement agent for Company in the Transaction.


 


Carter,
Terry & Company is a registered broker dealer, whose address is herein below for to this contemplated transaction.


 


Carter,
Terry & Company.


3060
Peachtree Rd


Suite
1200


Atlanta,
GA 30305


Attention:
Mr. Timothy J. Terry


Telephone:
(404) 364-2057


 


This
agreement shall be construed in accordance with the laws of the State of Georgia and the parties agree to submit themselves to the jurisdiction
of the courts located in that state, which shall be the sole tribunals in which either party may institute and maintain a legal proceeding
against the other party arising from any dispute hereunder.


 


If
any agreement, covenant, warranty or other provision of this Agreement is invalid, illegal or incapable of being enforced by reason of
any rule of law or public policy, all other agreements, covenants, warranties and other provisions of this Agreement shall, nevertheless,
remain in full force and effect. No waiver by either party of a breach or non-performance of any provision or obligation of this Agreement
shall be deemed to be a waiver of any preceding or succeeding breach of the same or any other provision of this Agreement. This Agreement
is the entire agreement of the parties with respect to the subject matter hereof, supersedes all prior agreements and understandings,
oral or written, relating to the subject matter hereof, and may not be amended, supplemented, or modified except by written instrument
executed by all parties hereto. Neither party may assign any of its rights or obligations under this Agreement without the prior written
consent of the other party.


 


All
notices or other communications under this Agreement must be in writing and sent by prepaid, recognized overnight courier, delivered
by hand or transmitted by facsimile or email to the email address or facsimile number of the recipient set out below, confirmed, in the
case of facsimile or e-mail, a confirming copy delivered by overnight courier, or such other address, email address or facsimile number
as may be furnished in writing by the recipient to the other party. The addresses, email addresses and facsimile numbers of the parties
for purposes of this Agreement are:


 


	USA
    Equities Corp. 	Carter,
    Terry & Company.
	901
    Northpoint Parkway	3060
    Peachtree Rd
	Suite
    302	Suite
    1200 
	West
    Palm Beach, FL 33407	Atlanta,
    GA 30305 
	Phone:
    (929) 379-6503	Phone:
    404-364-3070


 


If
the foregoing is acceptable to you, please indicate your approval by signing in the space provided and returning an executed copy of
this Agreement to us.


 


We
are very enthusiastic about working with your team toward the successful completion of this assignment.


 




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Understood
and agreed, this 28th day of June, 2021.


 


	USA
    Equities Corp	 	Carter,
    Terry & Company
	 	 	 
	/s/ Troy Grogan	 	/s/
    Timothy Terry
	Troy
    Grogan, CEO	 	Timothy
    J. Terry, CEO 


 


APPENDIX
A


 


***


***


***


***


***


***


***


***


 





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