Toppoint Holdings Inc. Sample Contracts

UNDERWRITING AGREEMENT
Underwriting Agreement • January 23rd, 2025 • Toppoint Holdings Inc. • Trucking & courier services (no air) • New York

The undersigned, Toppoint Holdings Inc., a corporation incorporated under the law of the State of Nevada (the “Company”), hereby confirms its agreement (this “Agreement”) with the underwriter or underwriters, as the case may be, named in Schedule 1 hereto (each, an “Underwriter” and, collectively, the “Underwriters”), for whom A.G.P./Alliance Global Partners is acting as representative (in such capacity, the “Representative”), as follows:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

INDEMNIFICATION AGREEMENT (this “Agreement”) is entered into as of [ ], 2024 by and between Toppoint Holdings Inc., a Nevada corporation (the “Company”) and the undersigned, a director and/or an officer of the Company (“Indemnitee”), as applicable.

RESTRICTED STOCK AWARD AGREEMENT
Restricted Stock Award Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

This Restricted Stock Award Agreement (this “Agreement”) is made and entered into as of _______________ (the “Grant Date”) by and between Toppoint Holdings Inc., a Nevada corporation (the “Company”), and ______________ (the “Grantee”).

STOCK OPTION AGREEMENT
Stock Option Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

This Stock Option Agreement (this “Agreement”) is made and entered into as of the Grant Date specified below by and between Toppoint Holdings Inc., a Nevada corporation (the “Company”), and the participant named below (the “Participant”).

COMMERCIAL LEASE AGREEMENT
Commercial Lease Agreement • April 15th, 2025 • Toppoint Holdings Inc. • Trucking & courier services (no air)
INDEPENDENT DIRECTOR AGREEMENT
Independent Director Agreement • October 17th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

INDEPENDENT DIRECTOR AGREEMENT (this “Agreement”), dated [ ], 2024, by and between Toppoint Holdings Inc., a Nevada corporation (the “Company”), and the undersigned (the “Director”).

EXECUTIVE EMPLOYMENT AGREEMENT
Executive Employment Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

This executive employment agreement (the “Agreement”) will become effective as of the date (the “Effective Date”) on which the U.S. Securities and Exchange Commission declares the registration statement in connection with the initial public offering of the Company (as defined below) effective, by and between Toppoint Holdings Inc., a Nevada corporation with an office at 1250 Kenas Road, North Wales, PA 19454 (“TOPP” or the “Company”), and John Feliciano III, an individual (“Executive”). TOPP and Executive are referred to herein from time to time on a collective basis as the “Parties” and each on individual basis as a “Party.”

AMENDED AND RESTATED LOAN AGREEMENT
Loan Agreement • April 15th, 2025 • Toppoint Holdings Inc. • Trucking & courier services (no air)

THIS AMENDED AND RESTATED LOAN AGREEMENT (the “Agreement”), is made this 7th day of April, 2025, by and between Toppoint Holdings Inc., a Corporation incorporated under the laws of State of Nevada (hereinafter, known as “Lender”) and Golden Bridge Capital Management Limited, a Corporation organized under the laws of the Cayman Islands (hereinafter, known as “Borrower”). Borrower and Lender shall collectively be known herein as “the Parties”. In determining the rights and duties of the Parties under this Agreement, the entire document must be read as a whole.

SHARE EXCHANGE AGREEMENT
Share Exchange Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

This SHARE EXCHANGE AGREEMENT is dated September 29, 2022 (this “Agreement”), by and among TOPPOINT INC, a Pennsylvania corporation (the “Company”), the sole stockholder of the Company, Hok C Chan (the “Company Stockholder”) and TOPPOINT HOLDINGS INC., a Nevada corporation (“Holdings”).

VOTING AGREEMENT AND IRREVOCABLE PROXY
Voting Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

This VOTING AGREEMENT AND IRREVOCABLE PROXY (this “Agreement”) is made and entered into as of August 16, 2022, by and among Toppoint Holdings Inc., a Nevada corporation (the “Company”), and each person or entity identified on Schedule A hereto (each, a “Holder” and, collectively, the “Holders”).

SERVICES AGREEMENT
Services Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

This Services Agreement (this “Agreement”) is dated as of January 1, 2024, by and between Toppoint Holdings Inc., a Nevada corporation (the “Company”), and 4 John Trucking Inc., a Pennsylvania corporation (the “Vendor”). Unless otherwise indicated, references to the “Company” include both the Company, and its wholly-owned subsidiary, Toppoint Inc, a Pennsylvania corporation, as a whole.

SHARE PURCHASE AGREEMENT
Share Purchase Agreement • December 3rd, 2025 • Toppoint Holdings Inc. • Trucking & courier services (no air) • New York

This Share Purchase Agreement (this “Agreement”), dated as of December 3, 2025, is by and among Inter Skyway Limited, a Hong Kong entity (the “Buyer”), Toppoint Holdings Inc., a corporation organized under the laws of Nevada (the “Company,” and collectively with its subsidiaries and parent entities, the “Company Parties,” and each a “Company Party”), and Hok C. Chan (the “Seller,” and collectively with the Company Parties, the “Seller Parties,” and each a “Seller Party”).

PARKING LICENSE AGREEMENT
Parking License Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air) • New Jersey

THIS PARKING LICENSE AGREEMENT (the “Agreement”) is entered into as of June 1, 2024 by and between Top Point Inc. (the “Licensee”), a PA Corporation with its principal place of business located at 210 Division Street, Kingston PA, 18704 and 87 Doremus Ave LLC (the “Licensor”), a New Jersey limited liability company with its principal place of business located at 440 State Route 17, Suite 1, Hasbrouck Heights, New Jersey 07604.

RESCISSION AGREEMENT
Rescission Agreement • August 12th, 2024 • Toppoint Holdings Inc. • Trucking & courier services (no air)

THIS RESCISSION AGREEMENT (this “Agreement”), is entered into effective as of February 28 , 2024, by and between Toppoint Holdings Inc., a Nevada corporation (the “Company”) and 4 John Trucking Inc., a Pennsylvania corporation (the “Vendor”) (each a “Party” and together, the “Parties”).

EMPLOYMENT AGREEMENT
Employment Agreement • December 3rd, 2025 • Toppoint Holdings Inc. • Trucking & courier services (no air) • Nevada

This employment agreement (the “Agreement”) dated November 26, 2025 (the “Effective Date”), by and between Toppoint Holdings Inc., a Nevada corporation with an office at 1250 Kenas Road, North Wales, PA 19454 (“TOPP” or the “Company”), and Kah Loong Randy Yeo, an individual (“Employee”). TOPP and Employee are referred to herein from time to time on a collective basis as the “Parties” and each on individual basis as a “Party.”