Aureus Greenway Holdings Inc Sample Contracts
UNDERWRITING AGREEMENT between AUREUS GREENWAY HOLDINGS INC.,Underwriting Agreement • February 13th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • New York
The undersigned, AUREUS GREENWAY HOLDINGS INC., a corporation formed under the laws of Nevada (the “Company”) and Ace Champion Investments Limited, and Trendy View Assets Management Limited, stockholders of the Company (the “Selling Stockholders”), hereby confirm their agreement (this “Agreement”) with several underwriters named on Schedule 1 hereto (such underwriters, including the Representative (as defined below), the “Underwriters” and each an “Underwriter”) for which Dominari Securities LLC is acting as representative to the several underwriters (in such capacity, the “Representative”) as follows:
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AUREUS GREENWAY HOLDINGS INC.Security Agreement • July 25th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [*] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth herein (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), up to ________________ shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to $[——], all of which except for $0.0001 per share has been pre-funded, subject to adjustment as set forth herein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • March 9th, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
This Registration Rights Agreement (this “Agreement”) is made and entered into as of March 6, 2026, by and among Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) and each of the several holders of the Placement Agent Warrants (as defined below) as signatories hereto (each such holder, a “Broker” and, collectively, the “Brokers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 9th, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 6, 2026, between Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • July 25th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
This Registration Rights Agreement (this “Agreement”) is made and entered into as of [ ], by and among Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”) and each of the several holders of the Placement Agent Warrants (as defined below) as signatories hereto (each such holder, a “Broker” and, collectively, the “Brokers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • March 23rd, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of March 20, 2026 and is between Autonomous Power Corporation, a Delaware corporation (the “Company”), and each purchaser identified on the Annex A hereto (each, including its successors and assigns, an “Investor”, and collectively, the “Investors”).
AGREEMENT AND PLAN OF MERGER by and among AUREUS GREENWAY HOLDINGS INC., AUTONOMOUS POWER CORPORATION, AUREUS MERGER SUB INC. , and ANDREW FOX, solely in his capacity as the Stockholder Representative Dated as of March 8, 2026Merger Agreement • March 9th, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • Delaware
AGREEMENT AND PLAN OF MERGER, dated as of March 8, 2026 (this “Agreement”), by and among Aureus Greenway Holdings Inc., a Nevada corporation (“Parent”), Aureus Merger Sub Inc., a Delaware corporation and direct wholly owned subsidiary of Parent (“Merger Sub”), Autonomous Power Corporation, a Delaware corporation (the “Company” and, together with Parent and Merger Sub, the “Parties”), and Andrew Fox, solely in his capacity as the representative, agent and attorney-in-fact of the Company Stockholders (in such capacity, the “Stockholder Representative”). Certain capitalized terms used in this Agreement shall be as defined in Section 8.1 and Annex I.
AUREUS GREENWAY HOLDINGS INC. 2025 EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENTStock Option Agreement • September 24th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • Nevada
THIS STOCK OPTION AGREEMENT (“Agreement”) is entered into by and between AUREUS GREENWAY HOLDINGS INC., a Nevada corporation (the “Corporation”) and the Grantee on the Grant Date. The Committee has authorized this grant of the Option to the Grantee to purchase a number of shares of Common Stock of the Corporation as set forth below. Unless otherwise indicated, any capitalized term used but not defined herein shall have the meaning ascribed to such term in the AUREUS GREENWAY HOLDINGS INC. 2025 Equity Incentive Plan (the “Plan”).
PERSONAL AND CONFIDENTIALPlacement Agent Agreement • March 9th, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • New York
The purpose of this placement agent agreement (the “Placement Agent Agreement”) is to outline our agreement pursuant to which Dominari Securities LLC (the “Placement Agent”) will act as the Placement Agent on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Aureus Greenway Holdings Inc. (the “Company”) of its shares of Common Stock, par value $0.001 per share (the “Common Stock”) and pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock (the shares of Common Stock and the Pre-Funded Warrants, collectively, the “Securities”). This Placement Agent Agreement sets forth certain conditions and assumptions upon which the Placement is premised. The Company expressly acknowledges and agrees that the obligations of the Placement Agent hereunder are on a reasonable “best efforts” basis only and that the execution of this Agreement does not constitute a commitment by the Placement Agent to purchase any of the Securities and
Aureus Greenway Holdings Inc. Kissimmee, FloridaIndependent Director Offer Letter • March 31st, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • New York
Aureus Greenway Holdings Inc., a Nevada corporation (the “Company” or “we”), is pleased to offer you a position as a Director on its board of directors (the “Board”). We believe your background and experience will be a significant asset to the Company and we look forward to your participation as a Director in the Company. Should you choose to accept this position as a Director, this letter agreement (the “Agreement”) shall constitute an agreement between you and the Company and contains all the terms and conditions relating to the services you agree to provide to the Company. Your appointment shall also be subject to the approval of Company’s Board and/or Nominating and Corporate Governance Committee.
Amended Director Offer LetterDirector Offer Letter • March 31st, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
This amendment No. 1 (the “Amendment”) to the independent director offer effective as of September 9, 2025 (the “Initial Agreement”), is made on the 29th day of January 2026 and effective as of September 9, 2025, and is entered into by and between Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), and Vuk Jeremic c/o Vuk Jeremic ent Consulting Agency, Ohridska no. 5, Belgrade, 11080 Serbia, (the “Director”). The Company and the Director shall hereinafter collectively be referred to as the “Parties” and, where the context permits, each as a “Party”.
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • July 25th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of July 23, 2025, between Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 31st, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
(The Company and the Employee shall hereinafter collectively be referred to as the “Parties” and, where the context permits, individually as the “Party”.)
STOCK PURCHASE AGREEMENT among Trendy View Assets Management, a company formed under the laws of the BVI Ace Champion Investments Limited, a company formed under the laws of the BVI and Chrome Fields Asset Management LLC, a Florida Limited Liability...Stock Purchase Agreement • July 25th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • Nevada
This Stock Purchase Agreement (this “Agreement”), dated as of July 23, 2025, is entered into by and among Ace Champion Investments Limited (“Seller 1”), Chrome Fields Asset Management LLC (“Seller 2”), Trendy View Assets Management (“Seller 3 and, together with Seller 1 and Seller 2, the “Sellers”), the individuals and entities set forth on Schedule II hereto (collectively, the “Buyers” and each individually, a “Buyer”) and Aureus Greenway Holdings Inc., a Nevada corporation (the “Company).
PRE-FUNDED COMMON STOCK PURCHASE WARRANT AUREUS GREENWAY HOLDINGS INC.Pre-Funded Warrant Agreement • March 9th, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
THIS PRE-FUNDED COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, [ ] or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth herein (the “Initial Exercise Date”) and until this Warrant is exercised in full (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), up to [ ] shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to $3.00, all of which has been pre-funded.
ADVISORY / CONSULTING SERVICES AGREEMENTConsulting Services Agreement • March 23rd, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • New York
This Consulting Services Agreement is entered into this 1st day of March, 2026 between Aureus Greenway Holdings Inc. (“Client”) and C&H Capital Inc. a Georgia corporation (“Consultant”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 28th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
(The Company and the Employee shall hereinafter collectively be referred to as the “Parties” and, where the context permits, individually as the “Party”.)
AMENDED AND RESTATED EMPLOYMENT AGREEMENT FOR CHIEF EXECUTIVE OFFICEREmployment Agreement • March 28th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
This Amended and Restated Employment Agreement (this “Agreement”), effective as of April 10, 2024 (the “Effective Date”), is entered into by and between Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), and ChiPing Cheung of 2995 Remington Blvd, Kissimmee, FL 34744 (the “Employee”). The Company and the Employee shall hereinafter collectively be referred to as the “parties” and, where the context permits, each as a “party”.
Landscape Maintenance AgreementLandscape Maintenance Agreement • June 20th, 2024 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • Florida
THIS LANDSCAPE MAINTENANCE AGREEMENT (“Agreement”) dated this 1st day of November 2017, and between, Kissimmee Bay Country Club and Remington Golf Club, hereinafter referred to as, “Kissimmee Bay Country Club and Remington Golf Club,” “Customer,” or “Association”), and SSS Down To Earth Opco LLC (hereinafter referred to as “Contractor” or “Down To Earth) (Customer and Contractor shall each be a “Party” and shall collectively be the “Parties”).
COMMON STOCK PURCHASE WARRANT AUREUS GREENWAY HOLDINGS INC.Security Agreement • March 9th, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, Dominari Securities LLC or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date set forth herein (the “Initial Exercise Date”) and on or prior to 5:00 p.m. (New York City time) on March 6, 2031 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), up to 240,774 shares (as subject to adjustment hereunder, the “Warrant Shares”) of the Company’s Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
Landscape Maintenance AgreementLandscape Maintenance Agreement • December 19th, 2024 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • Florida
THIS LANDSCAPE MAINTENANCE AGREEMENT (“Agreement”) dated this 1st day of November 2017, and between, Kissimmee Bay Country Club and Remington Golf Club, hereinafter referred to as, “Kissimmee Bay Country Club and Remington Golf Club,” “Customer,” or “Association”), and SSS Down To Earth Opco LLC (hereinafter referred to as “Contractor” or “Down To Earth) (Customer and Contractor shall each be a “Party” and shall collectively be the “Parties”).
DATED 17 MARCH 2025 AUREUS GREENWAY HOLDINGS INC. and CROSS BORDER CAPITAL LIMITED STRATEGIC SERVICES AGREEMENTStrategic Services Agreement • March 31st, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
AUREUS GREENWAY HOLDINGS INC., a company incorporated in the State of Delaware USA with its registered address at 2995 Remington Blvd., Kissimmee, FL 34744 (“AGH”); and
PERSONAL AND CONFIDENTIAL Mr. ChiPing Cheung Aureus Greenway Holdings Inc. Kissimmee, Florida 34744 Re: AGH| PIPE Offering | Placement Agent AgreementPlacement Agent Agreement • July 25th, 2025 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs • New York
The purpose of this placement agent agreement (the “Placement Agent Agreement”) is to outline our agreement pursuant to which Revere Securities LLC and Dominari Securities LLC (collectively, the “Placement Agents” and each individually, a “Placement Agent”) will act as the Placement Agents on a “best efforts” basis in connection with the proposed private placement (the “Placement”) by Aureus Greenway Holdings Inc. (the “Company”) of its shares of Common Stock, par value $0.001 per share (the “Common Stock”), pre-funded warrants (the “Pre-Funded Warrants”) to purchase shares of Common Stock, Common Stock purchase warrants with a term of five (5) years and an exercise price of $1.00 per share, subject to adjustment as provided therein (the “Common Warrants A”) and Common Stock purchase warrants with a term of five (5) years and an exercise price of $1.25 per share, subject to adjustment as provided therein (the “Common Warrants B”, together with the Common Warrants A, the “Warrants”) (th
Amended Director Offer LetterDirector Offer Letter • March 31st, 2026 • Aureus Greenway Holdings Inc • Services-membership sports & recreation clubs
This amendment No. 2 (the “Amendment”) to the independent director offer effective as of April 26, 2024 and amended on December 19, 2025 (the “Amended Agreement”), is made on the 29th day of January 2026 and effective as of April 26, 2024, and is entered into by and between Aureus Greenway Holdings Inc., a Nevada corporation (the “Company”), and Xinyue Jasmine Geffner of 2004, Block C, Dragon Court, 6 Dragon Terrace (the “Director”). The Company and the Director shall hereinafter collectively be referred to as the “Parties” and, where the context permits, each as a “Party”.